Exhibit 4.14
_________________________________________________________________
HILLSBOROUGH COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
and
TAMPA ELECTRIC COMPANY
_________________________________________________________________
FIRST SUPPLEMENTAL INSTALLMENT PURCHASE CONTRACT
_________________________________________________________________
Dated as of August 2, 1984
_________________________________________________________________
Relating to
$3,950,000 Hillsborough County Industrial
Development Authority Pollution
Control Revenue Bonds (Tampa
Electric Company Project),
Series 1984A
93
Exhibit 4.14
FIRST SUPPLEMENTAL INSTALLMENT PURCHASE CONTRACT
This FIRST SUPPLEMENTAL INSTALLMENT PURCHASE CONTRACT, dated as of the
2nd day of August, 1984 (the "First Supplemental Contract") to the
INSTALLMENT PURCHASE CONTRACT made and entered into as of the 31st day of
January, 1984 (the "Original Contract"), by and between the HILLSBOROUGH
COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, a public body corporate and
politic and a public instrumentality created pursuant to the laws of the
State of Florida (the "Issuer"), and TAMPA ELECTRIC COMPANY, a corporation
organized and existing under the laws of the State of Florida (the
"Company"):
W I T N E S S E T H:
In consideration of the respective representations and agreements
hereinafter contained, the parties hereto agree as follows (provided that
in the performance of the agreements of the Issuer herein contained, any
obligation it may thereby incur for the payment of money shall not be a
debt, liability or obligation of any authority or county or of the State of
Florida or any political subdivision thereof, except to the extent that the
Bonds hereinafter mentioned shall be a limited obligation of the Issuer,
payable solely out of the moneys derived from the Original Contract and
this First Supplemental Contract (collectively, together with any other
supplements and amendments permitted by the Indenture, as defined in the
Original Contract, the "Contract", the sale of the Bonds referred to in
Section 4.2 of the Contract and in Article III hereof and the First
Mortgage Bonds, if any, referred to in Section 5.3 of the Contract):
94
Exhibit 4.14
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.1. Definitions. (a) All words and terms defined in
Section 1.1 of the Original Contract shall have the same meanings in this
First Supplemental Contract.
(b) In addition to words and terms elsewhere defined in this First
Supplemental Contract, the following words and terms shall have the
following meanings:
"Adjustable Rate Index" for the Series 1984A Bonds means for each
Interest Rate Period, the interest rate determined by the Indexing Agent as
of December 26 of the preceding Interest Rate Period, to be the average
yield of not less than 20 twelve-month securities selected by the Indexing
Agent and evaluated at par, the interest on each of which securities is
exempt from federal income taxation and the issuer of each of which has
long-term securities rated by Moody's Investors Service, Inc. and/or
Standard & Poor's Corporation in the same long-term debt category as the
rating of the Series 1984A Bonds (without regard to any rating refinement
or graduation by a numerical modifier or otherwise); provided, however,
that in the event the Series 1984A Bonds are no longer rated by Moody's
Investors Service, Inc. or by Standard & Poor's Corporation or that the
Indexing Agent no longer determines or fails to determine the Adjustable
Rate Index, the Adjustable Rate Index for such Interest Rate Period will be
determined by the Remarketing Agent and will be 1/4 of 1% over the average
twelve-month yield of project notes guaranteed by the U.S. Department of
Housing and Urban Development, evaluated at par, or if no such project
notes are outstanding, 65% of the average twelve-month yield of U.S.
Treasury Bonds, evaluated at par. The Adjustable Rate Index for each
Interest Rate Period shall be set forth in a written certificate of the
Indexing Agent (or the Remarketing Agent if appropriate delivered to the
Company, the Remarketing Agent and the Trustee on December 26 of each year.
"Barnett Prime Rate" means in respect of the Series 1984A Bonds, the
prime commercial lending rate announced by Barnett Bank of Tampa, N.A., as
in effect from time to time at its principal office in Tampa, Florida.
"Contract" means the Original Contract, together with this First
Supplemental Contract and any other supplements and amendments permitted by
the Indenture.
" F i r s t Supplemental Contract" means this First Supplemental
I n stallment Purchase Contract, as amended and supplemented by any
amendments and supplements hereto permitted by the Indenture.
95
Exhibit 4.14
"First Supplemental Indenture" means the First Supplemental Trust
Indenture, dated as of August 2, 1984, by and between the Hillsborough
County Industrial Development Authority and NCNB National Bank of Florida,
as trustee, as amended and supplemented by any amendments and supplements
thereto permitted by the Indenture.
"Fixed Rate Date" means for the Series 1984A Bonds, the date as of
which all of the Series 1984A Bonds then outstanding shall have been
converted to bear interest at a rate determined on the basis of the Fixed
Rate Index, in accordance with the Indenture, which shall be on the first
day of any month if the Series 1984A Bonds are converted on or before
January 1, 1985, or on January 31, 1985, or on February 1 if the Series
1984A Bonds are converted in 1986 or thereafter.
"Fixed Rate Index" for the Series 1984A Bonds means for each Interest
Rate Period, the interest rate determined by the Indexing Agent on December
26 of the preceding Interest Rate Period until the Fixed Rate Date and, at
the request of the Company, on the 26th day of each month during 1984, to
be the average yield of not less than 20 securities selected by the
Indexing Agent and evaluated at par, the term of each of which securities
is substantially equal to the remaining term of the Series 1984A Bonds, the
interest on each of which is exempt from federal income taxation and each
of which is rated by Moody's Investors Service, Inc. and/or Standard &
Poor's Corporation in the same category as the rating of the Series 1984A
Bonds (without regard to any rating refinement or graduation by numerical
modifier or otherwise); provided, however, that in the event the Series
1984A Bonds are no longer rated by Moody's Investors Service, Inc. or
Standard & Poor's Corporation or that the Indexing Agent no longer
determines or fails to determine a Fixed Rate Index, the Fixed Rate Index
for such Interest Rate Period shall be based on a percentage of the most
recently published "Bond Buyer Revenue Bond Index" and on the remaining
term of the Series 1984A Bonds as follows:
Percentage of the Bond Remaining Term of the
Buyer Revenue Bond Index Series 1984A Bonds
100% 26 to 21 years
97 20 to 18 years
95 17 to 15 years
90 14 to 12 years
88 11 to 9 years
80 8 to 6 years
70 Less than 6 years
96
Exhibit 4.14
In the event the "Bond Buyer Revenue Bond index" is no longer published by
The Bond Buyer, the Fixed Rate Index for such Interest Rate Period shall be
85% of the annual interest rate determined by the Remarketing Agent to be
the annual yield on U.S. Treasury Bonds, evaluated at par and maturing in
the same year as the Series 1984A Bonds. The Fixed Rate Index for each
Interest Rate Period shall be set forth in a written certificate of the
Indexing Agent (or the Remarketing Agent if appropriate) delivered to the
Company, the Remarketing Agent and the Trustee on December 26 of each year,
and a preliminary Fixed Rate Index shall be set forth in a written
certificate delivered on November 26 of each year until the Fixed Rate Date
and, at the request of the Company, on the 26th day of each month during
1984.
"Indenture" means the Original Indenture, together with the First
Supplemental Indenture and any other supplements and amendments permitted
thereby.
"Interest Rate Period" shall mean, for the Series 1984A Bonds, the
period from August 2, 1984 to and including the earlier of January 30, 1985
or the day before the Fixed Rate Date, and thereafter from the day after
the last day of the first Interest Period until January 31, 1986, and for
each twelve-month period thereafter, the period from February 1 to and
including January 31 of the next calendar year.
"1974 Contract" means the Installment Purchase and Security Contract,
dated as of March 1, 1972, as amended and supplemented by a First
Supplemental Installment Purchase and Security Contract, dated as of
December 1, 1974, a Second Supplemental Installment Purchase and Security
Contract, dated as of December 1, 1974 and a Third Supplemental Installment
Purchase and Security Contract, dated as of May 1, 1976, by and between the
Issuer and the Company, and any further amendments and supplements thereto
permitted by the 1974 Indenture.
"1974 Improvements" means the pollution control facilities located at
the 1974 Units, including any structures, machinery, fixtures, improvements
and equipment, all as described in Exhibits A-1 and B-2 attached to the
1974 Contract, as such facilities may at any time exist.
97
Exhibit 4.14
"1974 Indenture" means the Trust Indenture, dated as of March 1, 1972,
as amended and supplemented by a First Supplemental Trust Indenture, dated
as of November 1, 1974 and a Second Supplemental Trust Indenture, dated as
of December 1, 1974, from the Hillsborough County Industrial Development
Authority to New England Merchants National Bank (now, Bank of New England,
N.A.), as trustee and The Florida National Bank at Lakeland, as co-trustee.
"1974 Units" means, collectively, Units Nos. 1, 2 and 3 of the Big
Bend Station, the Gannon Station and the Hooker's Point Station, and
related support facilities, as they may at any time exist.
"Original Contract" means the Installment Purchase Contract, dated as
of January 31, 1984, by and between the Hillsborough County Industrial
Development Authority and Tampa Electric Company.
"Original Indenture" means the Trust Indenture, dated as of January
31, 1984, by and between the Hillsborough County Industrial Development
Authority and NCNB National Bank of Florida, as Trustee.
"Outstanding Obligations" means $4,000,000 aggregate principal amount
of the Hillsborough County Industrial Development Authority Pollution
Control Revenue Bonds (Tampa Electric Company Project), Series 1974A, dated
as of December 1, 1974, and stated to mature in the aggregate principal
amount of $4,000,000 on December 1, 1984, issued under Section 209 of the
1974 Indenture to pay a portion of the cost of the 1974 Improvements.
" O r iginal Project" means, collectively, the pollution control
facilities described in Exhibit A to the Original Contract.
"Project" means the 1974 Improvements, together with the Original
Project.
"Series 1984A Bonds" means the Additional Bonds authorized to be
issued under Section 201 of the First Supplemental Indenture and pursuant
to Section 209 of the Indenture, for the purpose of providing funds for
paying or providing for the payment of the principal of the Outstanding
Obligations, heretofore issued under the Act for the purpose of paying a
portion of the cost of the 1974 Improvements.
98
Exhibit 4.14
"2011 Series First Mortgage Bonds" means the First Mortgage Bonds to
be created by the 2011 Series Supplemental Indenture and, at the option of
the Company, delivered to the Trustee as security for the Company's
obligation to pay the Purchase Price Installments relating to the Series
1984A Bonds, pursuant to Section 5.3 of the contract.
"2011 Series Supplemental Indenture" means the Supplemental Indenture
of Mortgage, to be dated as of the date of the 2011 Series First Mortgage
Bonds, if any, by and between the Company and State Street Bank and Trust
Company and Barnett Banks Trust Company, N.A. (successor trustee to Sun
Bank of Tampa Bay), as trustees under the First Mortgage.
"Units" means, collectively, the Unit and the 1974 Units.
Section 1.2. Rules of Construction. The rules of construction set
forth in Section 1.2 of the Original Contract shall be applicable to this
First Supplemental contract.
99
Exhibit 4.14
ARTICLE II
REPRESENTATIONS
Section 2.1. Representations by the Issuer. The Issuer makes the
following representations, as of the date of delivery of this First
Supplemental Contract:
(a) The Issuer is duly authorized under the provisions of the
Act to enter into, execute and deliver this First Supplemental
Contract, to undertake the transactions contemplated by this First
Supplemental Contract and by the Original Contract and to carry out
its obligations hereunder and thereunder, and the Issuer has duly
authorized the execution and delivery of the First Supplemental
Contract;
(b) The Issuer proposes to cause the provision for payment of
the principal of the Outstanding Obligations pursuant to the terms and
conditions expressed herein, all for the purpose of promoting
effective and efficient pollution control throughout the State of
Florida;
(c) The Issuer proposes to issue under Section 201 of the First
Supplemental Indenture and pursuant to Section 209 of the Indenture
$3,950,000 aggregate principal amount of its Series 1984A Bonds for
the purpose of providing funds for providing for the payment of the
principal of the Outstanding Obligations and for paying the cost of
issuing the Series 1984A Bonds; and
(d) By proper action of the Issuer, the officers of the Issuer
executing and attesting this First Supplemental Contract have been
duly authorized to execute and deliver this First Supplemental
Contract.
Section 2.2. Representations by the Company. The Company makes the
following representations, as of the date of delivery of this First
Supplemental Contract:
(a) The Company is a corporation organized and existing under the
laws of the State of Florida and has power to enter into this First
Supplemental Contract;
(b) By proper corporate action, the officers executing and attesting
this First Supplemental Contract have been duly authorized to execute and
deliver this First Supplemental Contract;
(c) Neither the execution or delivery of this First Supplemental
Contract nor the consummation of the transactions contemplated herein, nor
the fulfillment of or compliance with the terms hereof will conflict with
or result in a breach of any of the terms or provisions of, or constitute a
default under, the Company's Restated Articles of Incorporation, its by-
laws, or any indenture, mortgage, deed of trust or other agreement or
instrument to which the Company is now a party or by which it is bound;
(d) The facilities comprising the Original Project and the 1974
Improvements constitute a "project" within the meaning of Section 159.44
100
Exhibit 4.14
(2) of the Act;
(e) (i) All of the proceeds (exclusive of accrued interest) of the
Outstanding Obligations have been used for payment of a portion of the
"cost" (within the meaning of the Act) of the 1974 Improvements, except as
provided under Article IV of the 1974 Indenture or under Article IV of the
Indenture and (ii) all of the proceeds (exclusive of accrued interest) of
the Series 1984A Bonds will be used for the provision for payment of the
principal of the Outstanding Obligations or for payment of the "cost"
(within the meaning of the Act) of issuing the Series 1984A Bonds, except
as provided in Article IV of the Indenture;
(f) Not less than substantially all of the proceeds of the
Outstanding Obligations have been used to provide "sewage or solid waste
disposal facilities" or "air or water pollution control facilities" within
the meaning of Sections 103(b)(4)(E) and (F), respectively, of the Code;
and
(g) All necessary authorizations, approvals, consents and other
orders of any governmental authority or agency for the execution and
delivery by the Company of this First Supplemental Contract have been
obtained and are in full force and effect.
101
Exhibit 4.14
ARTICLE III
ISSUANCE OF THE SERIES 1984A BONDS
Section 3.1. Agreement of the Issuer to Issue Series 1984A Bonds;
Application of Series 1984A Bond Proceeds. The Issuer agrees that it will,
as promptly as possible, issue, sell and cause to be delivered to the
purchasers thereof $3,950,000 aggregate principal amount of Series 1984A
Bonds for the purpose of providing funds for providing for the payment of
the principal of the Outstanding Obligations and for paying the cost of
issuing the Series 1984A Bonds. Upon receipt of, and from, the proceeds
from the sale of the Series 1984A Bonds, the Issuer will cause the Trustee
(i) to pay or deliver to the trustee under the 1974 Indenture the amounts
or securities required to provide for the payment of the principal of the
Outstanding Obligations and (ii) to deposit in a special account within the
Construction Fund the balance of the proceeds received from the sale of the
Series 1984A Bonds for application to the payment of the cost of issuing
the Series 1984A Bonds.
Section 3.2. Agreement of the Company to Provide for the Payment of
Interest on the Outstanding Obligations and of Expenses. The Company
agrees that simultaneously with the delivery of the Series 1984A Bonds, it
will pay or deliver to the trustee under the 1974 Indenture (a) for deposit
to the Bond Service Account, the amount or securities required to provide
for the payment of interest on the Outstanding Obligations and (b) the
amount required to provide for the payment of the fees and expenses
relating to the Outstanding Obligations of the trustee and of the paying
agent under the 1974 Indenture.
102
Exhibit 4.14
ARTICLE IV
CONVEYANCE CLAUSE
Section 4.1. Sale of 1974 Improvements and Confirmation of Sale of
1974 Improvements; and Confirmation of Subordinated Security Interest. (a)
The Issuer hereby grants, bargains and sells to the Company, and the
Company hereby purchases from the Issuer all of the Issuer's rights, title
and interest in the 1974 Improvements and each and every component thereof,
in accordance with the provisions of the Contract. The Issuer hereby
confirms its grant, bargaining and sale to the Company, and the Company
hereby confirms its purchase from the Issuer, pursuant to and in accordance
with the provisions of the 1974 Contract, all of the Issuer's rights, title
and interest in the 1974 Improvements and each and every component thereof.
The Issuer agrees to execute and deliver to the Company such further
conveyances or other evidences of title to the 1974 Improvements and to
each and every component thereof as the Company may from time to time
reasonably require.
(b) As security for the performance by the Company of its obligations
under Section 5.1(a) of the Contract, the Company hereby grants to the
Issuer a subordinated security interest in the portion of the Collateral
relating to the 1974 Improvements and in each component thereof that has
been acquired by the Company from the Issuer. It is agreed that the
security interest hereby granted (including the Issuer's rights of
possession or repossession of such portion of the Collateral or any rights
conferred upon the Issuer under the Uniform Commercial Code of the State of
Florida or otherwise) is hereby made, and shall at all times be, subject to
(i) the rights of the holders of the first mortgage bonds of the Company,
including the First Mortgage Bonds, issued and outstanding or to be issued
under, the lien of the First Mortgage, (ii) the security interest granted
to the Issuer pursuant to the 1974 Contract and (iii) any future security
interest or lien created to secure any indebtedness or other obligations of
the Company now existing or hereinafter issued or incurred under any
indenture or other instrument that expressly provides that any such
security interest or lien securing such indebtedness or obligations shall
be superior to the security interest hereby granted; provided that nothing
in said First Mortgage, the 1974 Contract or in such other instrument or
indenture or in this Section 4.1 shall affect or diminish the obligations
of the Company under Section 5.1(a) of the Contract. Such security
interest shall remain in effect until the Company shall have satisfied its
obligations under Section 5.1(a) of the Contract at which time the Issuer
shall cause the execution and delivery to the Company of such documents as
shall be necessary to effect or evidence the termination of such security
interest.
103
Exhibit 4.14
Section 4.2. Addition to Exhibit A; 1974 Improvements Part of the
Project. Exhibit A of the Original Contract is hereby amended by adding
Exhibit A-1 attached hereto, and particularly for purposes of Article V of
the Contract, the word "Project" shall be deemed to include the 1974
Improvements as well as the Original Project.
ARTICLE V
SUPPLEMENTS AND AMENDMENTS TO THE ORIGINAL CONTRACT
Section 5.1. Right to Prepay Purchase Price of Project. Section 10.1
of the Original Contract is hereby amended by relettering the existing
subsection 10.1(b) as 10.1(c) and by adding a new subsection 10.1(b) as
follows:
(b) The Company shall have, and is hereby granted, the option to
prepay so much of the unpaid balance of the purchase price of the
Project, together with interest thereon, as may be required to redeem,
pursuant to Section 301(f) of the Indenture, all Series 1984A Bonds
then outstanding, if:
( i ) in the opinion of the Company, the continued
construction or operation by the Company of the 1974 Units is
impracticable, uneconomical or undesirable due to (A) the
imposition of taxes or other liabilities or burdens not being
imposed as of the date of the issuance of the Series 1984A Bonds,
(B) changes in technology or in the economic availability of raw
materials or operating supplies or equipment or (C) destruction
of or damage to all or a substantial portion of the 1974 Units;
or
(ii) all or substantially all of the 1974 Units shall have
been condemned or taken by eminent domain; or
(iii) the construction or operation by the Company of the
1974 Units shall have been enjoined; or
104
Exhibit 4.14
(iv) in the event the Series 2011 First Mortgage Bonds have been
issued, all or substantially all the mortgaged and pledged property
constituting bondable property which at the time shall be subject to the
lien of the First Mortgage as a first lien shall be released from the lien
of the First Mortgage pursuant to the provisions thereof, and available
moneys in the hands of the trustee or trustees at the time serving as such
under the First Mortgage, including any moneys deposited by the Company
available for the purpose, are sufficient to redeem all the first mortgage
bonds of all series at the redemption prices (together with accrued
interest to the date of redemption) specified therein applicable to the
redemption thereof upon the happening of such event.
For the purposes of this subsection (b) of Section 10.1, the
"opinion of the Company" shall be expressed to the Issuer and the
Trustee by delivery of a certified copy of a resolution of the Board
of Directors of the Company or the Executive Committee thereof stating
that it is the opinion of said Board of Directors or Executive
Committee that the circumstances, situations or conditions described
in subclause (A), (B) or (C) of clause (i) of said subsection (b)
exist to the extent required for the Company to exercise the option
provided.
Section 5.2. Special Mandatory Prepayment of Purchase Price. Section
10.3 of the Original Contract is hereby amended by adding at the end
thereof, a new subsection 10.3(c) as follows:
(c) Special Mandatory Prepayment of Purchase price (Series 1984A
Bonds). If, as a result of the failure of the Company to observe any
covenant, agreement or representation in the Contract, a court of
competent jurisdiction or an administrative agency finally determines
(such determination not to be considered final unless the Company has
been given written notice and, if it so desires, has been afforded an
opportunity, at the Company's expense, to contest, either directly or
in the name of any holder of a Series 1984A Bond, any such
determination or until conclusion of any appellate review if sought by
the Company) that the interest payable on any Series 1984A Bond is
includible for federal income tax purposes in the gross income, as
defined in Section 61 of the Code, of any holder of a Series 1984A
Bond (other than a "substantial user" of the Project or a "related
person" as defined in the Code), the Company shall, within 180 days of
the time of such final determination, prepay so much of the unpaid
balance of the purchase price of the Project as shall be sufficient to
provide for the redemption of all or any portion of the Series 1984A
Bonds in accordance with the provisions of Section 301(h) of the
Indenture on the date selected for redemption at a redemption price of
100% of the principal amount thereof, plus interest accrued to the
redemption date, but without premium. The Company will give notice to
the Issuer and the Trustee in writing of the date selected for
redemption not later than 90 days after the date of such final
determination, such redemption date to be not more than 90 days after
the date of such written notice.
105
Exhibit 4.14
Section 5.3. Purchase of Bonds. The second paragraph of Section 10.5
of the Original Contract is hereby amended by adding at the end thereof the
following sentence:
S e ries 1984A Bonds purchased by the Company from moneys
transferred to the Bond Fund from the Construction Fund pursuant to
Section 406 of the Indenture shall be delivered to the Trustee for
cancellation in accordance with the Indenture.
Section 5.4. Mandatory Purchase by the Company of the Series
1984A Bonds at the Election of the Registered Owners. Article X of the
Original Contract is hereby amended by adding at the end thereof a new
Section 10.9 as follows:
Section 10.9. Mandatory Purchase By the Company of the
Series 1984A Bonds.
(a) Except as provided in Section 10.10 hereof, the Company
hereby agrees to purchase on the first day of each Interest Rate
Period (except the first Interest Rate Period) all of the Series 1984A
Bonds or portions thereof properly tendered to the Tender Agent for
purchase in accordance with Section 307 of the Indenture, at a price
equal to 100% of the principal amount thereof; provided, however, that
if and to the extent the Remarketing Agent sells all or a portion of
the Series 1984A Bonds so tendered for purchase, the Company shall be
deemed to have satisfied its obligation to purchase the Series 1984A
Bonds so tendered for purchase and resold as described in this
subsection 10.9(a).
(b) To comply with the requirements of subsection (a) of this
Section 10.9, the Company shall deposit with the Tender Agent in
immediately available funds an amount that, together with the proceeds
received by the Remarketing Agent from the sale of all or a portion of
the Series 1984A Bonds tendered for purchase, will be sufficient to
cause the Tender Agent to purchase on behalf of the Company all of the
Series 1984A Bonds tendered for purchase.
(c) On or before the date on which the Series 1984A Bonds are to
be purchased pursuant to tenders made in accordance with Section 307
of the Indenture the Company shall obtain from the Remarketing Agent
and deliver to the Tender Agent a certificate setting forth the
numbers and principal amounts of all Series 1984A Bonds sold by the
Remarketing Agent and the price or prices at which such Series 1984A
Bonds were sold.
106
Exhibit 4.14
Section 5.5. Option to Terminate the Company's Obligation to Purchase
the Series 1984A Bonds; Automatic Termination of the Company's Obligation
to Purchase the Series 1984A Bonds. Article X of the Original Contract is
hereby amended by adding at the end thereof a new Section 10.10 as follows:
Section 10.10. Option to Terminate the Company's Obligation to
Purchase the Series 1984A Bonds; Automatic Termination of the
Company's Obligation to Purchase The Series 1984A Bonds.
(a) The Company may elect to terminate its obligation under
Section 10.9 hereof to purchase all of the Series 1984A Bonds tendered
for purchase by delivering to the Trustee, the Issuer, the Tender
Agent and the Remarketing Agent on or before December 26 if the Fixed
Rate Date is to be after January 1, 1985 and on or before the 26th day
of the second month preceding the Fixed Rate Date if the Fixed Rate
Date is to be on or before January 1, 1985, written notice of its
intention so to do, together with a written opinion of Bond Counsel to
the effect that the termination of such obligation will not cause the
interest on the Series 1984A Bonds or any thereof to become subject to
federal income tax. Upon receipt by the Trustee of notice from the
Company of its election to terminate its obligation to purchase such
Series 1984A Bonds, the Trustee will give notice on January 1 (or on
the first day of the month immediately preceding the Fixed Rate Date
if the Fixed Rate Date is to be on or before January 1, 1985) to the
registered owners of Series 1984A Bonds that beginning in the next
Interest Rate Period and for each Interest Rate Period thereafter,
such Series 1984A Bonds will bear interest at the rate determined in
a c c ordance with Section 201(c)(ii) of the First Supplemental
Indenture. After the Fixed Rate Date, the Series 1984A Bonds shall
bear interest at such rate and the Company shall no longer have any
obligation to purchase Series 1984A Bonds tendered for purchase.
(b) In the event that prior to the Fixed Rate Date, the Fixed
Rate Index on November 26 and December 26 in 1985 or any year
thereafter is 5% or lower, the obligation of the Company to purchase
all of the Series 1984A Bonds tendered for purchase on February 1 of
any year after the year in which the Fixed Rate Index reached 5% or
lower shall terminate.
107
Exhibit 4.14
IN WITNESS WHEREOF, the Issuer and the Company have caused this First
Supplemental Contract to be executed in their respective names by their
duly authorized officers and their respective seals to be hereunto affixed
and attested by their duly authorized officers for and on their behalves,
all as of the date first above written.
HILLSBOROUGH COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY
By______________________________
Vice Chairman
ATTEST:
___________________________
Secretary
Approved as to form and legal
sufficiency
________________________________
General Counsel to the
Hillsborough County Industrial
Development Authority
TAMPA ELECTRIC COMPANY
By______________________________
Treasurer
ATTEST:
__________________________
Secretary
108
Exhibit 4.14
STATE OF FLORIDA )
) ss.:
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this 2 day of
August, 1984, by E.G. SIMMONS, Vice Chairman of the Hillsborough County
Industrial Development Authority.
________________________________
Notary Public
My commission expires:
(Notarial Seal)
STATE OF FLORIDA )
) ss.:
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this 2 day of
August, 1984, by HILMAN F. BOWDEN, Secretary of the Hillsborough County
Industrial Development Authority.
________________________________
Notary Public
My commission expires:
(Notarial Seal)
109
Exhibit 4.14
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 2nd day of August, 1984, before me personally came A.D. OAK, to
me know, who, being by me duly sworn, did depose and say that he resides at
715 South Edison Avenue, Tampa, Florida; that he is the Treasurer of Tampa
Electric Company, the corporation described in and which executed the above
instrument; that he knows the seal thereof; that the seal affixed to said
instrument is the corporate seal of said corporation; that it was so
affixed by authority of said corporation; and that he signed his name
thereto by authority of said corporation.
___________________________
Notary Public
My commission expires:
(Notarial Seal)
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 2nd day of August, 1984, before me personally came J.E.
SPROULL, to me known, who, being by me duly sworn, did depose and say that
he resides at 2413 Bayshore Boulevard, Tampa, Florida; that he is the
Secretary of Tampa Electric Company, the corporation described in and which
executed the above instrument; that he knows the seal thereof; that the
seal affixed to said instrument is the corporate seal of said corporation;
that it was so affixed by authority of said corporation; and that he signed
his name thereto by authority of said corporation.
___________________________
Notary Public
My commission expires:
(Notarial Seal)
110
Exhibit 4.14
Exhibit A-1
The 1974 Improvements
Properties of the Company
in or on which Component is
Project Components Located
1. Upgrading Electrostatic Precipitator,
Unit No. 1....................................Big Bend Station
2. Upgrading Electrostatic Precipitator,
Units Nos. 5 and 6............................Gannon Station
3. Electrostatic Precipitator,
Unit Nos. 2 and 3.............................Big Bend Station
4. Ash Reinjection Equipment,
United No. 3..................................Big Bend Station
5. Ash Silos and Associated Ash Handling
Equipment, Units Nos. 1, 2 and 3..............Big Bend Station
6. Sanitary System (extended aeration
package treatment plant), Units
Nos. 1, 2 and 3...............................Big Bend Station
7. Circulating Cooling Water Dilution
Systems, Units Nos. 1 and 2...................Big Bend Station
8. Once-Through Cooling Water Dilution
System, Unit No. 3............................Big Bend Station
9. Waste Treatment and Collection
Equipment (excluding Waste
Neutralization System), Units
Nos. 1, 2 and 3...............................Big Bend Station
10. Waste Treatment and Collection
Equipment.....................................Gannon Station
11. Waste Treatment and Collection
Equipment.....................................Hooker's Point
Station
12. Waste Neutralization System (treatment
of excess acid and base), Unit No. 3..........Big Bend Station
111