Tampa Electric 8K Entry into a Material Definitive Agreement | SEC 18 Jul 22

Exhibit 4.12

TAMPA ELECTRIC COMPANY

and

THE BANK OF NEW YORK MELLON,

As Trustee

SEVENTEENTH SUPPLEMENTAL INDENTURE

dated as of July 12, 2022

Supplementing the Indenture

dated as of July 1, 1998

$300,000,000 3.875% Notes Due 2024

$300,000,000 5.00% Notes Due 2052

Table of Contents


		Page

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION			2

Section 1.01.	Definitions		2

Section 1.02.	Section References		5

ARTICLE TWO DESIGNATION AND TERMS OF THE NOTES			5

Section 2.01.	Establishment of Two Series		5

Section 2.02.	Variations in Terms of the Notes		5

Section 2.03.	Amount and Denominations; the Depositary		5

Section 2.04.	Stated Maturity		5

Section 2.05.	Interest Rates and Interest Payment Dates		6

Section 2.06.	Form and Other Terms of the Notes		6

Section 2.07.	Authentication and Delivery		7

Section 2.08.	Redemption; No Sinking Fund		7

ARTICLE THREE MISCELLANEOUS			8

Section 3.01.	Effect On Original Indenture		8

Section 3.02.	Counterparts; Electronic Signature		8

Section 3.03.	Recitals		9

Section 3.04.	Governing Law		9

Section 3.05.	Force Majeure		9

Section 3.06.	Waiver of Jury Trial		10

Section 3.07.	Damages		10

Section 3.08.	FATCA		10

Section 3.09.	Reports		10

Section 3.10.	Electronic Means		10

Section 3.11.	OFAC Certification and Covenants		11

EXHIBIT A-1 FORM OF 3.875% NOTE DUE 2024			A-1-1

EXHIBIT A-2 FORM OF 5.00% NOTE DUE 2052			A-2-1

EXHIBIT B FORM OF SUPPLEMENTAL COMPANY ORDER			B-1

This Seventeenth Supplemental Indenture, dated as of July 12, 2022, is between Tampa Electric Company, a corporation duly organized and existing under the laws of the State of Florida (the “Company”) and having its principal office at TECO Plaza, 702 North Franklin Street, Tampa, Florida 33602, and The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”), and having its principal corporate trust office at 240 Greenwich Street, 7 West, New York, New York 10286.

WITNESSETH:

WHEREAS, the Company and the Trustee entered into an Indenture, dated as of July 1, 1998, as amended by a Third Supplemental Indenture, dated as of June 15, 2001, as further amended by the Tenth Supplemental Indenture, dated as of September 19, 2012, between the Company and the Trustee (the “Original Indenture”), pursuant to which one or more series of debt of the Company (the “Securities”) may be issued from time to time; and

WHEREAS, Section 201 of the Original Indenture permits the terms of any series of Securities to be established in an indenture supplemental to the Original Indenture; and

WHEREAS, Section 901(7) of the Original Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee without the consent of any Holders of the Securities to establish the form and terms of the Securities of any series; and

WHEREAS, the Company has requested the Trustee to join with it in the execution and delivery of this Seventeenth Supplemental Indenture in order to supplement and amend the Original Indenture by, among other things, establishing the form and terms of two series of Securities to be known as the Company’s “3.875% Notes due 2024” (the “2024 Notes”) and “5.00% Notes due 2052” (the “2052 Notes” and together with the 2024 Notes, the “Notes”); and

WHEREAS, the Company and the Trustee desire to enter into this Seventeenth Supplemental Indenture for the purposes set forth in Sections 201 and 901 of the Original Indenture as referred to above; and

WHEREAS, the Company has furnished the Trustee with a Board Resolution authorizing the execution of this Seventeenth Supplemental Indenture; and

WHEREAS, all things necessary to make this Seventeenth Supplemental Indenture a valid agreement of the Company and the Trustee and a valid supplement to the Original Indenture have been done,

NOW, THEREFORE, THIS SEVENTEENTH SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes to be issued hereunder by Holders thereof, the Company and the Trustee mutually covenant and agree, for the equal and proportionate benefit of the respective Holders from time to time of the Notes, as follows:

ARTICLE ONE

Definitions and Other Provisions of General Application

Section 1.01. Definitions

All capitalized terms that are used herein and not otherwise defined herein shall have the meanings assigned to them in the Original Indenture. The Original Indenture together with this Seventeenth Supplemental Indenture are hereinafter sometimes collectively referred to as the “Indenture.” As used in this Seventeenth Supplemental Indenture, the following capitalized terms shall have the following respective meanings:

“2052 Notes Par Call Date” means January 15, 2052.

“2024 Notes Stated Maturity” means July 12, 2024.

“Business Day” means any day other than (i) a Saturday or Sunday that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulations to close in the City of New York, or (ii) a day on which the Corporate Trust Office of the Trustee is closed for business.

“Comparable Treasury Issue” means, with respect to the Notes of a Series, the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (as measured from the date of redemption) of the Notes of such Series to be redeemed calculated as if the maturity date of such series of Notes were, in the case of the 2024 Notes, the 2024 Notes Stated Maturity, and, in the case of the 2052 Notes, the 2052 Notes Par Call Date (the “Remaining Life”) that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of the Notes of such Series.

“Comparable Treasury Price” means with respect to any redemption date (1) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if an Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

“Depositary” means The Depository Trust Company or its successor.

“Electronic Means” means the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services under the Indenture.

“Global Note” means a Note in the form of a Global Security.

“Independent Investment Banker” means J.P. Morgan Securities LLC or Wells Fargo Securities, LLC, or any of their respective successors, as designated by the Company, or if all of those firms are unwilling or unable to serve as such, an independent investment and banking institution of national standing selected by the Company.

“Interest Payment Date” means, with respect to the 2024 Notes, January 12 and July 12 of each year, and with respect to the 2052 Notes, January 15 and July 15 of each year.

“Notes” has the meaning set forth in the preamble hereof.

“Original Issue Date” means the date upon which the Notes are initially issued by the Company, such date to be set forth on the face of each Note.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision of any government.

“Record Date” means the fifteenth calendar day (whether or not a Business Day) immediately preceding the related Interest Payment Date, provided, however, as long as the Notes are registered in the name of the Depositary, its nominee or a successor depositary, the Record Date shall be the close of business on the Business Day immediately preceding the Interest Payment Date. The Record Date shall constitute the Regular Record Date for purposes of the Original Indenture.

“Reference Treasury Dealer” means (i) a primary treasury dealer selected by J.P. Morgan Securities LLC or Wells Fargo Securities, LLC, or each of their respective affiliates and successors; provided that if any such Reference Treasury Dealer ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer; and (ii) up to three Primary Treasury Dealers selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date with respect to the Notes of a Series, the average, as determined by an Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to an Independent Investment Banker at 3:30 p.m., New York City time, on the third Business Day preceding such redemption date.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company as follows:

caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to, in the case of the 2024 Notes, the 2024 Notes Stated Maturity, or, in the case of the 2052 Notes, the 2052 Notes Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to, in the case of the 2024 Notes, the 2024 Notes Stated Maturity, or, in the case of the 2052 Notes, the 2052 Notes Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

(ii) If on the third business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, in the case of the 2024 Notes, the 2024 Notes Stated Maturity, or, in the case of the 2052 Notes, the 2052 Notes Par Call date, as applicable. If there is no United States Treasury security maturing on, in the case of the 2024 Notes, the 2024 Notes Stated Maturity, or, in the case of the 2052 Notes, the 2052 Notes Par Call Date, but there are two or more United States Treasury securities with a maturity date equally distant from the 2024 Notes Stated Maturity or the 2052 Notes Par Call Date, as applicable, one with a maturity date preceding the 2024 Notes Stated Maturity or the 2052 Notes Par Call Date, as applicable, and one with a maturity date following the 2024 Notes Stated Maturity or the 2052 Notes Par Call Date, as applicable, the Company shall select the United States Treasury security with a maturity date preceding in the case of the 2024 Notes, the 2024 Notes Stated Maturity, or, in the case of the 2052 Notes, the 2052 Notes Par Call Date. If there are two or more United States Treasury securities maturing on, in the case of the 2024 Notes, the 2024 Notes Stated Maturity, or, in the case of the 2052 Notes, the 2052 Notes Par Call Date, or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

Section 1.02. Section References

Each reference to a particular section set forth in this Seventeenth Supplemental Indenture shall, unless the context otherwise requires, refer to this Seventeenth Supplemental Indenture.

ARTICLE TWO

Designation and Terms of the Notes

Section 2.01. Establishment of Two Series

(a) There is hereby created a series of Securities to be known and designated as the “3.875% Notes Due 2024” which shall rank equally with each other and all other unsecured and unsubordinated indebtedness of the Company. For the purposes of the Original Indenture, the 2024 Notes shall constitute a single series of Securities.

(b) There is hereby created a series of Securities to be known and designated as the “5.00% Notes Due 2052” which shall rank equally with each other and all other unsecured and unsubordinated indebtedness of the Company. For the purposes of the Original Indenture, the 2052 Notes shall constitute a single series of Securities.

Section 2.02. Variations in Terms of the Notes

Subject to the terms and conditions set forth in the Original Indenture and in this Seventeenth Supplemental Indenture, the terms of any particular Note may vary from the terms of any other Note as contemplated by Section 301 of the Original Indenture, and the terms for a particular Note will be set forth in such Note as delivered to the Trustee or an Authenticating Agent for authentication pursuant to Section 303 of the Original Indenture.

Section 2.03. Amount and Denominations; the Depositary

(a) The initial principal amount of 2024 Notes that may be issued under this Seventeenth Supplemental Indenture shall be $300,000,000. The initial principal amount of 2052 Notes that may be issued under this Seventeenth Supplemental Indenture shall be $300,000,000. Additional Notes of each Series may be issued under this Seventeenth Supplemental Indenture in unlimited principal amounts as permitted by the Original Indenture. The authorized denominations of Notes shall be $2,000 or integral multiples of $1,000 in excess thereof.

(b) The Notes shall be issuable only in fully registered form, without coupons, and will initially be registered in the name of the Depositary, or its nominee who is hereby designated as “Depositary” under the Original Indenture.

Section 2.04. Stated Maturity

(a) The Stated Maturity of the principal amount of the 2024 Notes shall be July 12, 2024.

(b) The Stated Maturity of the principal amount of the 2052 Notes shall be July 15, 2052.

Section 2.05. Interest Rates and Interest Payment Dates

(a) Interest Rate. The 2024 Notes shall bear interest at the annual rate of 3.875% from the Original Issue Date to the date on which the principal shall become due on the Stated Maturity, and if such principal is not fully paid on the Stated Maturity, until such principal is paid in full. The 2052 Notes shall bear interest at the annual rate of 5.00% from the Original Issue Date to the date on which the principal shall become due on the Stated Maturity, and if such principal is not fully paid on the Stated Maturity, until such principal is paid in full.

(b) Interest Payment Date. Interest on the Notes of each Series will be payable semi-annually on each applicable Interest Payment Date for the Notes of such Series, commencing on January 12, 2023 with respect to the 2024 Notes, and on January 15, 2023 with respect to the 2052 Notes. Such interest will be payable to the Holder thereof as of the related Record Date.

(c) Computation of Interest. The amount of interest payable for any period will be computed on the basis of a year of 360 days consisting of twelve 30-day months. Except for the effect of any adjustment in the Interest Payment Date as provided in the following sentence, the amount of interest payable for any period shorter than a full six-month period for which interest is computed, will be computed on the basis of the actual number of days elapsed in such a 180-day period. If any Interest Payment Date would otherwise be a day that is not a Business Day, the payment required to be made on such Interest Payment Date will be postponed to the next succeeding Business Day, and no interest will accrue on such payment for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day.

Section 2.06. Form and Other Terms of the Notes

(a) Attached hereto as Exhibit A-1 is the form of 2024 Note, which form is hereby established as the form in which the 2024 Notes may be issued and which shall be completed with the series designation, Stated Maturity, interest rate, and CUSIP number applicable to the 2024 Notes upon such issuance.

(b) Attached hereto as Exhibit A-2 is the form of 2052 Note, which form is hereby established as the form in which the 2052 Notes may be issued and which shall be completed with the series designation, Stated Maturity, interest rate, 2052 Notes Par Call Date and CUSIP number applicable to the 2052 Notes upon such issuance

(c) Subject to (a) and (b) above, any Note of a Series may be issued in such other form as may be provided by, or not inconsistent with, the terms of the Original Indenture and this Seventeenth Supplemental Indenture.

Section 2.07. Authentication and Delivery

As provided in and pursuant to Section 303 of the Original Indenture, each time that the Company delivers Notes to the Trustee or Authenticating Agent for authentication after the initial issuance of Notes under this Seventeenth Supplemental Indenture, the Company shall deliver a Supplemental Company Order in the form of Exhibit B to this Seventeenth Supplemental Indenture (which form shall be completed upon delivery with the series designation applicable to the Notes) for the authentication and delivery of such Notes, and the Trustee or such Authenticating Agent shall authenticate and deliver such Notes.

Section 2.08. Redemption; No Sinking Fund

(a) The 2024 Notes are subject to redemption, in whole or in part, at any time, at the option of the Company, at a redemption price equal to the greater of:

(i) (A) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points (0.15%), less (B) interest accrued to the date of redemption, and

(ii) 100% of the principal amount of the 2024 Notes to be redeemed,

plus, in either of the above cases, accrued and unpaid interest thereon to the redemption date.

(b) Prior to the 2052 Notes Par Call Date, the 2052 Notes are subject to redemption, in whole or in part, at any time, at the option of the Company, at a redemption price equal to the greater of:

(i) (A) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2052 Notes matured on the 2052 Notes Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points (0.30%), less (B) interest accrued to the date of redemption, and

(ii) 100% of the principal amount of the 2052 Notes to be redeemed,

plus, in either of the above cases, accrued and unpaid interest thereon to the redemption date. From and after the 2052 Notes Par Call Date, the 2052 Notes are subject to redemption in whole or in part at the option of the Company at a redemption price equal to 100% of the principal amount of such Notes then outstanding to be redeemed plus accrued and unpaid interest thereon to the redemption date.

(c) The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no responsibility to calculate the redemption price.

(d) Notice of any redemption will be mailed (or delivered by electronic transmission in accordance with the applicable procedures of the Depositary) at least 10 days but not more than 60 days before the redemption date to each holder of 2024 Notes or 2052 Notes, as applicable, to be redeemed.

(e) In the case of a partial redemption, selection of the 2024 Notes or the 2052 Notes, as applicable, for redemption will be made, in the case of certificated Notes, by lot or by such other method as the Trustee and the Company shall deem appropriate and fair, and, in the case of Global Notes, in accordance with the applicable procedures of the Depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any 2024 Note or 2052 Note is to be redeemed in part only, the notice of redemption that relates to such 2024 Note or 2052 Note will state the portion of the principal amount of such Note to be redeemed. In the case of certificated Notes, a new 2024 Note or 2052 Note, as applicable, in a principal amount equal to the unredeemed portion of such Note will be issued in the name of the holder of such Note upon surrender of the original Note. In the case of Global Notes, the applicable Global Note shall be reduced by the Trustee in an amount equal to the principal amount of such Note being redeemed in accordance with the applicable procedures of the Depositary. For so long as the 2024 Notes or the 2052 Notes, as applicable, are held by the Depositary, the redemption of the 2024 Notes or the 2052 Notes, as applicable, shall be done in accordance with the policies and procedures of the Depositary.

(f) Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption.

(g) The Notes are not entitled to the benefit of any sinking fund or analogous provision.

ARTICLE THREE

Miscellaneous

Section 3.01. Effect On Original Indenture

The Seventeenth Supplemental Indenture is a supplement to the Original Indenture. As supplemented by this Seventeenth Supplemental Indenture, the Original Indenture is in all respects ratified, approved and confirmed, and the Original Indenture and this Seventeenth Supplemental Indenture shall together constitute one and the same instrument.

Section 3.02. Counterparts; Electronic Signature

(a) This Seventeenth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

(b) The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Seventeenth Supplemental Indenture, the Notes or any document to be signed in connection with this Seventeenth Supplemental Indenture, including by the Trustee, shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. For the avoidance of doubt and only with respect to the Notes, this Section 3.02(b) shall be deemed to amend Section 303 of the Indenture to permit (i) electronic signatures of the Notes by the officers specified therein and (ii) authentication by the Trustee to be executed by manual, electronic or facsimile signature and provide that any Note executed, authenticated and delivered in such manner shall be valid and obligatory for all purposes under the Indenture and entitled to the benefits thereunder and hereunder.

(c) Delivery of an executed counterpart signature page of this Seventeenth Supplemental Indenture by facsimile or any such electronic transmission shall be effective as delivery of a manually executed counterpart of this Seventeenth Supplemental Indenture and shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law. Any electronically signed document delivered via email from a person purporting to be an authorized officer shall be considered signed or executed by such authorized officer on behalf of the applicable person and will be binding on all parties hereto to the same extent as if it were manually executed. Neither the Company nor the Trustee shall have any duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto.

Section 3.03. Recitals

The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Seventeenth Supplemental Indenture. The Trustee shall not be accountable for the use or application by the Company of the Notes or the proceeds thereof.

Section 3.04. Governing Law

This Seventeenth Supplemental Indenture shall be governed by and construed in accordance with the laws of the jurisdiction that govern the Original Indenture and its construction.

Section 3.05. Force Majeure

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 3.06. Waiver of Jury Trial

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 3.07. Damages

In no event shall the Trustee be responsible or liable for special, indirect, punitive, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss or profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Section 3.08. FATCA

In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”), if a foreign financial institution, issuer, trustee, paying agent, holder or other institution (the “Foreign Institution”) has agreed to be a party or subject to the Indenture, (i) the Foreign Institution agrees to provide (and, to the extent such information is in the possession of the Company, the Company agrees to provide) to The Bank of New York Mellon sufficient information about itself so The Bank of New York Mellon can determine whether it has tax related obligations under Applicable Law, and (ii) the Company and the Foreign Institution agree that The Bank of New York Mellon shall be entitled to make any withholding or deduction from payments under the Indenture to the extent necessary to comply with Applicable Law. The terms of this section shall survive the termination of this Indenture.

Section 3.09. Reports

Delivery of the reports and documents described in Section 704 of the Original Indenture to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under the Indenture.

Section 3.10. Electronic Means

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to the Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company understands and

agrees that the Trustee cannot determine the identity of the actual sender of such Instructions, and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of the applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction, except for any such losses, costs or expenses due to the Trustee’s gross negligence or willful misconduct. The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

Section 3.11. OFAC Certification and Covenants

(a) The Company covenants and represents that neither they nor any of their affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the US Government, (including, the Office of Foreign Assets Control of the US Department of the Treasury) or other relevant sanctions authority to which the Company is subject (collectively “Sanctions”).

(b) The Company covenants and represents that neither they nor any of their affiliates, subsidiaries, directors or officers will use any payments made pursuant to this Seventeenth Supplemental Indenture: (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person.

[The balance of this page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Seventeenth Supplemental Indenture to be duly executed as of the date and year first written above.


TAMPA ELECTRIC COMPANY

By:		/s/ Gregory W. Blunden
Name: Gregory W. Blunden
Title: Chief Financial Officer and Treasurer

By:		/s/ Jeffrey S. Chronister
Name: Jeffrey S. Chronister
Title: Vice President – Finance and Controller

[Signature Page to Seventeenth Supplemental Indenture]


THE BANK OF NEW YORK MELLON, AS TRUSTEE

By:		/s/ Francine Kincaid
Name: Francine Kincaid
Title: Vice President

[Signature Page to Seventeenth Supplemental Indenture]

EXHIBIT A-1

FORM OF 3.875% NOTE DUE 2024


CUSIP NO.: ___________		PRINCIPAL AMOUNT: $___________
REGISTERED NO. __

TAMPA ELECTRIC COMPANY

3.875% Notes Due 2024

☒	Check this box if the Note is a Global Note.

Applicable if the Note is a Global Note:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

This Note is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of Cede & Co., or such other nominee of The Depository Trust Company, a New York corporation, or any successor depositary (“Depositary”), as requested by an authorized representative of the Depositary. This Note is exchangeable for Notes registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture and may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary.

ORIGINAL ISSUE DATE: July 12, 2022

ISSUE PRICE: 99.962% (as a percentage of principal amount)

STATED MATURITY: July 12, 2024

INTEREST RATE: 3.875% per annum.

INTEREST PAYMENT DATES: January 12 and July 12 of each year commencing January 12, 2023.

SPECIFIED CURRENCY: U.S. dollars

AUTHORIZED DENOMINATIONS: N/A (Only applicable if specified currency is other than U.S. dollars)

SINKING FUND: None

YIELD TO MATURITY: N/A

REDEMPTION: Redeemable in whole or in part, at the Company’s option, from time to time at the redemption prices described on the reverse of this Note.

DEPOSITARY: The Depository Trust Company, or any successor depository.

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TAMPA ELECTRIC COMPANY, a corporation duly organized and existing under the laws of the State of Florida (herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum set forth on the face of this Note on the Stated Maturity, upon the presentation and surrender hereof at the principal corporate trust office of The Bank of New York Mellon, or its successor in trust (the “Trustee”), or such other office as the Trustee has designated in writing, and to pay interest on the unpaid principal balance hereof at a rate per annum (computed based on a 360-day year consisting of twelve 30-day months) equal to the Interest Rate set forth on the face of this Note for the period from the Original Issue Date to, but excluding, the Stated Maturity.

Interest will be payable on the Interest Payment Dates to the Person in whose name this Note is registered at the close of business on the related Record Date, which is the fifteenth calendar day (whether or not a Business Day) immediately preceding the related Interest Payment Date, provided, however, as long as this Note is registered in the name of the Depositary, its nominee or a successor depositary, the Record Date shall be the close of business on the Business Day immediately preceding the Interest Payment Date. In each case, payments shall be made in accordance with the provisions hereof, until the principal hereof is paid or duly made available for payment.

Payment of the principal of (and premium, if any) and any such interest on this Note shall be made in immediately available funds at the office or agency of the Company maintained for that purpose in the City of New York in the State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, TAMPA ELECTRIC COMPANY has caused this instrument to be duly executed.


TAMPA ELECTRIC COMPANY

By:
Name:
Title:

By:
Name:
Title:

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Dated: , 20

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the series designated therein referred

to in the within-mentioned Indenture.


THE BANK OF NEW YORK MELLON, as Trustee

By:
		Authorized signatory

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(REVERSE OF NOTE)

TAMPA ELECTRIC COMPANY

3.875% Notes Due 2024

This Note is one of a duly authorized series of securities of the Company (herein called the “Notes”), issued and to be issued under an Indenture dated as of July 1, 1998, as amended, and as supplemented by the Seventeenth Supplemental Indenture, dated as of July 12, 2022 (as such has been or shall be amended or supplemented, the “Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the securities of the series designated on the face hereof.

DEFINITIONS

The following terms, as used herein, have the following meanings unless the context or use clearly indicates another or different meaning or intent:

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (as measured from the date of redemption) of the Notes to be redeemed (the “Remaining Life”) that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of the Notes.

“Depositary” shall mean The Depository Trust Company or any successor depositary.

“Interest Payment Date” means each of the dates on which interest on this Note is payable, which dates are set forth on the face of this Note.

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“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by an Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to an Independent Investment Banker at 3:30 p.m., New York City time, on the third Business Day preceding such redemption date.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company as follows:

(i) The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Stated Maturity (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Stated Maturity on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

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(ii) If on the third business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Stated Maturity, as applicable. If there is no United States Treasury security maturing on the Stated Maturity but there are two or more United States Treasury securities with a maturity date equally distant from the Stated Maturity, one with a maturity date preceding the Stated Maturity and one with a maturity date following the Stated Maturity, the Company shall select the United States Treasury security with a maturity date preceding the Stated Maturity. If there are two or more United States Treasury securities maturing on the Stated Maturity or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

INTEREST RATE

This Note will bear interest at the rate per annum (computed based on a 360-day year consisting of twelve 30-day months) identified on the face of this Note. Except for the effect of any adjustment in the Interest Payment Date as provided in the following sentence, the amount of interest payable for any period shorter than a full six-month period for which interest is computed, will be computed on the basis of the actual number of days elapsed in such a 180-day period. If any Interest Payment Date would otherwise be a day that is not a Business Day, the payment required to be made on such Interest Payment Date will be postponed to the next succeeding Business Day, and no interest will accrue on such payment for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day.

OPTIONAL REDEMPTION

The Notes are subject to redemption, in whole or in part, at any time, at the option of the Company, at a redemption price equal to the greater of:

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(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points (0.15%) less (b) interest accrued to the date of redemption, and

(ii) 100% of the principal amount of the Notes to be redeemed,

plus, in either of the above cases, accrued and unpaid interest thereon to the redemption date.

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be mailed (or delivered by electronic transmission in accordance with the applicable procedures of the Depositary) at least 10 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed.

In the case of a partial redemption, selection of the Notes for redemption will be made in accordance with the applicable procedures of the Depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. The Note shall be reduced by the Trustee in an amount equal to the principal amount of such Note being redeemed in accordance with the applicable procedures of the Depositary. For so long as the Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with the policies and procedures of the Depositary.

Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption.

The Notes are not entitled to the benefit of any sinking fund or analogous provision.

TRANSFER OR EXCHANGE

As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registerable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes are issuable only in registered form without coupons and, except for such Notes issued in book-entry form, only in denominations of $2,000 and any integral multiple of $1,000. As provided in the Indenture and subject to certain limitations herein and therein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

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No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company or the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

OTHER PROVISIONS

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected and of the Holders of 66 2/3% in principal amount of the Securities at the time Outstanding of all series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. To the extent permitted by law, any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

This Note shall be governed by and construed in accordance with the laws of the State of New York.

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ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM — as tenants in common UNIF GIFT MIN ACT— ______ CUSTODIAN______

TEN ENT — as tenants by the entireties (Cust) (Minor)

JT TEN — as joint tenants with right of survivorship Under Uniform Gifts to Minors Act

and not as tenants in common ___________________________

(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

Please Insert Social Security or

Other Identifying Number of Assignee

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

the within Security of TAMPA ELECTRIC COMPANY and does hereby irrevocably constitute and appoint __________________________________________________ attorney to transfer said Security on the books of the Company, with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever.

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EXHIBIT A-2

FORM OF 5.00% NOTE DUE 2052

CUSIP NO.: ___________ PRINCIPAL AMOUNT: $___________

REGISTERED NO. __

TAMPA ELECTRIC COMPANY

5.00% Notes Due 2052

☒	Check this box if the Note is a Global Note.

Applicable if the Note is a Global Note:

ORIGINAL ISSUE DATE: July 12, 2022

ISSUE PRICE: 99.876% (as a percentage of principal amount)

STATED MATURITY: July 15, 2052

PAR CALL DATE: January 15, 2052

INTEREST RATE: 5.00% per annum.

INTEREST PAYMENT DATES: January 15 and July 15 of each year commencing January 15, 2023.

SPECIFIED CURRENCY: U.S. dollars

AUTHORIZED DENOMINATIONS: N/A (Only applicable if specified currency is other than U.S. dollars)

SINKING FUND: None

YIELD TO MATURITY: N/A

REDEMPTION: Redeemable in whole or in part, at the Company’s option, from time to time at the redemption prices described on the reverse of this Note.

DEPOSITARY: The Depository Trust Company, or any successor depository.

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Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

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IN WITNESS WHEREOF, TAMPA ELECTRIC COMPANY has caused this instrument to be duly executed.


TAMPA ELECTRIC COMPANY

By:
Name:
Title:

By:
Name:
Title:

A-2-3

Dated: , 20

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the series designated therein referred

to in the within-mentioned Indenture.


THE BANK OF NEW YORK MELLON, as Trustee

By:
		Authorized signatory

A-2-4

(REVERSE OF NOTE)

TAMPA ELECTRIC COMPANY

5.00% Notes Due 2052

DEFINITIONS

The following terms, as used herein, have the following meanings unless the context or use clearly indicates another or different meaning or intent:

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (as measured from the date of redemption) of the Notes to be redeemed calculated as if the maturity date of such series of Notes were the Par Call Date (the “Remaining Life”) that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of the Notes.

“Depositary” shall mean The Depository Trust Company or any successor depositary.

“Interest Payment Date” means each of the dates on which interest on this Note is payable, which dates are set forth on the face of this Note.

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“Par Call Date” means the date set forth on the face of this Note identified as the Par Call Date.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company as follows:

(i) The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of

A-2-6

days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

(ii) If on the third business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

INTEREST RATE

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OPTIONAL REDEMPTION

Prior to the Par Call Date, the Notes are subject to redemption, in whole or in part, at any time, at the option of the Company, at a redemption price equal to the greater of:

(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points (0.30%), less (b) interest accrued to the date of redemption, and

(ii) 100% of the principal amount of the 2052 Notes to be redeemed,

plus, in either of the above cases, accrued and unpaid interest thereon to the redemption date.

On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption.

The Notes are not entitled to the benefit of any sinking fund or analogous provision.

TRANSFER OR EXCHANGE

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OTHER PROVISIONS

All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

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This Note shall be governed by and construed in accordance with the laws of the State of New York.

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ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM — as tenants in common UNIF GIFT MIN ACT— ______ CUSTODIAN _____

TEN ENT — as tenants by the entireties (Cust) (Minor)

JT TEN — as joint tenants with right of survivorship Under Uniform Gifts to Minors Act

and not as tenants in common ___________________________

(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

Please Insert Social Security or

Other Identifying Number of Assignee

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

Dated:

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EXHIBIT B

FORM OF SUPPLEMENTAL COMPANY ORDER

TAMPA ELECTRIC COMPANY

___% NOTES DUE 20__

SUPPLEMENTAL COMPANY ORDER

Pursuant to Section 2.07 of Article Two of the Seventeenth Supplemental Indenture, dated as of July 12, 2022, to the Indenture, dated as of July 1, 1998, as amended, you are instructed to authenticate a Note, of the series identified above, in the principal amount of $______________.

IN WITNESS WHEREOF, I have hereunto set my hand this ___ day of ________, 20__.


TAMPA ELECTRIC COMPANY

By:
		Name:
		Title:

B-1

Tampa Electric 8-KEntry into a Material Definitive Agreement