Exhibit 4
[Form of Face of Fixed Rate Medium-Term Note, Series D]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO CAROLINA POWER &
LIGHT COMPANY 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 DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), 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.
CAROLINA POWER & LIGHT COMPANY
Fixed Rate Medium-Term Notes, Series D
No. R-1 $300,000,000
CUSIP No. 14414CAA2
Carolina Power & Light Company, a corporation duly organized and
existing under the laws of the State of North Carolina (herein called the
"Company," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of THREE HUNDRED MILLION AND
NO/100 DOLLARS ($300,000,000.00) on April 1, 2008 (except to the extent redeemed
prior to such date), and to pay interest thereon from April 9, 2001 (the
"Interest Accrual Date") or from the most recent Interest Payment Date (as
defined below) with respect to which interest has been paid or duly provided
for, semi-annually on April 1 and October 1 in each year (each an "Interest
Payment Date"), commencing on the Interest Payment Date next succeeding the
Interest Accrual Date, at the interest rate of 6.650% per annum, until the
principal hereof is paid or made available for payment; provided, however, that
if the Interest Accrual Date occurs between a Regular Record Date, as defined
below, and the next succeeding Interest Payment Date, interest payments will
commence on the second Interest Payment Date succeeding the Interest Accrual
Date to the registered Holder of this Note on the Regular Record Date with
respect to such second Interest Payment Date. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Note (or
one or more Predecessor Debt Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the date 15
calendar days (whether or not a Business Day) next preceding such Interest
Payment Date; except that interest due upon maturity or redemption will be paid
upon surrender of this Note to the Person to whom the principal of this Note is
payable. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Note (or one or more Predecessor
Debt Securities) is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Series D Notes not less than 10 days prior
to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Series D Notes may be listed, and upon such notice as may
be required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of this Note, any premium and the interest due
at maturity (or on any redemption date) will be made in immediately available
funds upon surrender of this Note at the office or agency of the Company
maintained for that purpose in The City of New York. Payments of interest, other
than interest due at maturity or on any redemption date, will be made by check
mailed to the address of the person entitled thereto as such address shall
appear in the Debt Security Register; provided, however, that if the registered
Holder of this Note is a holder of U.S. $10,000,000 or more in aggregate
principal amount of Notes having the same Interest Payment Date, such Holder
will be entitled to receive payments of interest, other than interest due at
maturity or on any redemption date, by wire transfer of immediately available
funds if appropriate wire transfer instructions have been received by the Paying
Agent in writing not less than 15 calendar days prior to the applicable Interest
Payment Date.
The amount of interest payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. Interest will accrue from each
prior Interest Payment Date to, but not including, the relevant payment date.
In the event that any Interest Payment Date, Redemption Date or Stated
Maturity is not a Business Day at any Place of Payment, then payment of interest
or principal and premium, if any, need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, and, if such payment is made or
duly provided for on such Business Day, no interest shall accrue on the amount
so payable for the period from and after such Interest Payment Date, Redemption
Date or Stated Maturity, as the case may be, to such Business Day. The
provisions of this paragraph will apply in lieu of the provisions of Section 113
of the Indenture. As used herein, "Business Day" means any day, other than a
Saturday or Sunday, which is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in The
City of New York.
Reference is hereby made to the further provisions of this Note set
forth below, 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 below by manual 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, the Company has caused this Fixed Rate Medium-Term Note,
Series D to be duly executed under its corporate seal.
Dated: April __, 2001 CAROLINA POWER & LIGHT COMPANY
By: __________________________________
[SEAL] Thomas R. Sullivan, Treasurer
Attest:
_______________________________________
Robert M. Williams, Assistant Secretary
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[Form of Reverse of Fixed Rate Medium-Term Note, Series D]
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes" or "Debt Securities," as such latter term is
defined in the Indenture), issued and to be issued in one or more series under
an Indenture (For Debt Securities), dated as of October 28, 1999 (herein called
the "Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and The Chase Manhattan Bank, as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture 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 series designated on the face hereof, limited in aggregate principal
amount to $300,000,000 (the "Series D Notes"). The Company has appointed The
Chase Manhattan Bank at its corporate trust office in The City of New York as
the paying agent (the "Paying Agent," which term includes any additional or
successor Paying Agent appointed by the Company) with respect to the Series D
Notes.
The Series D Notes are senior unsecured obligations of the Company and
rank equally with all of the Company's other senior unsecured indebtedness from
time to time outstanding. Debt Securities may be issued under the Indenture from
time to time as a single series or in two or more separate series up to the
aggregate principal amount from time to time authorized for each series. The
Company may, from time to time, without the consent of the holder of this Note,
provide for the issuance of Notes or other Debt Securities under the Indenture
in addition to this Note.
The Series D Notes are subject to redemption by the Company, at its
option, in whole, at any time, or in part, from time to time, upon notice as
provided in the Indenture (not less than 30 nor more than 60 days prior to a
date fixed for redemption (the "Redemption Date")) at a redemption price equal
to the greater of (i) 100% of their principal amount or (ii) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon from the Redemption Date to the maturity date, computed by discounting
such payments, in each case, to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Yield (as hereinafter defined) plus 25 basis points (.25%), plus in each case
accrued interest on the principal amount thereof to the Redemption Date (the
"Redemption Price"), such Redemption Price to be set forth in an Officer's
Certificate delivered to the Trustee on or before the Redemption Date and upon
which the Trustee may conclusively rely.
If notice has been given as provided in the Indenture and funds for the
redemption of any Notes (or any portion thereof) called for redemption shall
have been made available on the redemption date referred to in such notice, such
Notes (or any portion thereof) will cease to bear interest on the date fixed for
such redemption specified in such notice and the only right of the Holders of
such Notes will be to receive payment of the Redemption Price.
Notice of any optional redemption of Series D Notes (or any portion
thereof) will be given to Holders at their addresses, as shown in the Debt
Security Register for such Notes, not more than 60 nor less than 30 days prior
to the date fixed for redemption. The notice of redemption will specify, among
other items, the Redemption Date, the Redemption Price and the principal amount
of the Series D Notes held by such Holder to be redeemed. If less than all of
the Series D Notes are to be redeemed at the option of the Company, the Trustee
shall select the Notes to be released pursuant to Section 403 of the Indenture.
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As used herein:
"Treasury Yield" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker having a maturity comparable to the
remaining term of the Series D Notes that would be utilized, 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 term
of the Series D Notes. "Independent Investment Banker" means J.P. Morgan
Securities Inc. or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing selected by the Company and acceptable to and appointed by the Trustee.
"Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (A) the average
of the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations for
such Redemption Date, or (B) if the Company obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such Reference Treasury
Dealer quotations.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, 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 the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such Redemption Date. The Company shall furnish the
Trustee a notice in writing at least five Business Days and not more than ten
Business Days prior to such Redemption Date of (a) the name of and appropriate
contact information for each Reference Treasury Dealer, (b) the Redemption Date,
and (c) the third Business Day preceding the Redemption Date.
"Reference Treasury Dealer" means each of J.P. Morgan Securities Inc.,
First Union Securities, Inc., Mellon Financial Markets, LLC, and PNC Capital
Markets, Inc., and their respective successors; provided, however, that if any
of the foregoing shall cease to be a primary U.S. Government Securities dealer
in New York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer.
In the event of redemption of this Note in part only, a new Note or
Series D Notes and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
The Series D Notes will not be subject to any sinking fund.
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The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Note upon compliance with certain conditions set
forth in the Indenture.
If an Event of Default with respect to Series D Notes shall occur and
be continuing, the principal of the Series D Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.
The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of any of the Debt
Securities. The Indenture also permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations under the Indenture of the Company and the rights of Holders of the
Debt 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 specified
percentage in aggregate principal amount of the Debt Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of a specified percentage in aggregate
principal amount of the Debt Securities of each series at the time Outstanding,
on behalf of the Holders of all the Debt 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. 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 herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.
As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Series D Notes, the Holders of not less than a majority in aggregate principal
amount of the Debt Securities of all series at the time Outstanding in respect
of which an Event of Default shall have occurred and be continuing shall have
made written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee reasonable indemnity, and
the Trustee shall not have received from the Holders of a majority in principal
amount of Debt Securities of all series at the time Outstanding in respect of
which an Event of Default shall have occurred and be continuing a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Note for the enforcement of any payment of principal hereof or any premium
or interest hereon on or after the respective due dates expressed herein.
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 any premium and interest
on this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Debt 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 any premium 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 Debt Security
Registrar, duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Series D Notes and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
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The Series D Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Series D Notes
are exchangeable for a like aggregate principal amount of Series D Notes and of
like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.
As provided in the Indenture and subject to certain limitations therein
set forth, Series D Notes are exchangeable for a like aggregate principal amount
of Series D Notes and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.
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, 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.
Unless otherwise specified herein, all terms used in this Note which
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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CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated therein referred to
in the within-mentioned Indenture.
Dated: April __, 2001
THE CHASE MANHATTAN BANK,
as Trustee
By: _____________________________________
Name:
Authorized Representative
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