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Exhibit 4.27
AMOUNT OF COMPANY
CERTIFICATE NUMBER 1 PREFERRED SECURITIES: $200,000,000
8.50% COMPANY PREFERRED SECURITIES
(LIQUIDATION PREFERENCE $25.00 PER SECURITY)
OF
TECO FUNDING COMPANY I, LLC
TECO FUNDING COMPANY I, LLC, a limited liability company formed under
the laws of the State of Delaware (the "COMPANY"), hereby certifies that TECO
Capital Trust I (the "SECURITYHOLDER") is the registered owner of Company
Preferred Securities representing a corresponding amount of preferred limited
liability company interests in the Company, which are designated the 8.50%
Company Preferred Securities, liquidation preference $25.00 per security and
aggregate liquidation preference of $200,000,000 (the "COMPANY PREFERRED
SECURITIES"). Subject to certain obligations which may arise under the Delaware
Limited Liability Company Act (the "DELAWARE ACT"), no additional payments will
be required pursuant to the Delaware Act for the Company Preferred Securities to
represent preferred limited liability company interests in the Company, as to
which the Securityholders of the Company who hold the Company Preferred
Securities (the "SECURITYHOLDERS"), in their capacities as such, have no
liability in excess of their obligations to make payments provided for in the
LLC Agreement (as defined below) and their share as provided in the LLC
Agreement of the Company's assets and undistributed profits (subject to their
obligation to repay any funds wrongfully distributed to them), and are
transferable on the books and records of the Company, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer and otherwise in accordance with the provisions of the
LLC Agreement. The powers, preferences and special rights and limitations of the
Company Preferred Securities are set forth in, and this certificate and the
Company Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Limited Liability Company Agreement of the Company, dated as of December 1,
2000, as the same may be amended from time to time in accordance with its terms
(the "LLC AGREEMENT"), authorizing the issuance of the Company Preferred
Securities and determining the powers, preferences and other special rights and
limitations, regarding dividends, voting, return of capital and otherwise, and
other matters relating to the Company Preferred Securities. Capitalized terms
used herein but not defined herein shall have the meaning given them in the LLC
Agreement. The holders of the Company Preferred Securities are entitled to the
benefits of the Guarantee Agreement of TECO Energy, Inc., a Florida corporation,
dated as of December 1, 2000 (the "GUARANTEE AGREEMENT") to the extent provided
therein. Holders of Company Preferred Securities are third party beneficiaries
of the Guarantee Agreement and may enforce such agreement as provided therein.
The Company will furnish a copy of the LLC Agreement and the Guarantee Agreement
to the Securityholder without charge upon written request to the Company at its
principal place of business.
The Securityholder, by accepting this certificate, is deemed to have
agreed to be bound by the provisions of the LLC Agreement. Upon receipt of this
certificate, the Securityholder is admitted to the Company as a Company
Preferred Securityholder, is bound by the LLC Agreement and is entitled to the
benefits thereunder.
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IN WITNESS WHEREOF, this certificate has been executed on behalf of the
Company by a duly authorized officer as of this 1st day of December, 2000.
TECO FUNDING COMPANY I, LLC
By: /s/ Milly Smith
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Name: Milly Smith
Title: President
