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Exhibit 1.1
EXECUTION COPY
TECO ENERGY, INC.
Medium-Term Notes
PURCHASE AGREEMENT
September 20, 2000
TECO Energy, Inc.
702 North Franklin Street
Tampa, Florida 33602
Attention: Sandra Callahan
Re: PURCHASE OF 7% REMARKETABLE OR REDEEMABLE SECURITIES DUE
OCTOBER 1, 2015 (THE "NOTES")
Reference is made to the Agency Agreement dated September 20, 2000
between you and each of us (the "Agency Agreement"). Capitalized terms used
herein and not defined are used as defined in the Agency Agreement.
We agree to purchase, severally and not jointly, the principal amount
of Notes set forth below opposite our names at a price of 99.554% (as a
percentage of the principal amount of the Notes):
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
NAME OF NOTES
<S> <C>
Banc of America Securities LLC $130,000,000
Salomon Smith Barney Inc. 70,000,000
Total ................................... $200,000,000
============
</TABLE>
The Settlement Date and time shall be Monday, September 25, 2000 at
9:00 a.m., New York time. The place of delivery of the Notes shall be the
offices of Palmer & Dodge LLP, One Beacon Street, Boston, Massachusetts 02108.
The Notes shall be in the form of, and shall have the terms set forth
in, the Form of Note attached as Exhibit A hereto.
The provisions of Sections 1, 2(b), 2(c), 3 through 6 and 9 through 13
of the Agency Agreement and the related definitions are incorporated by
reference herein and shall be deemed to have the same force and effect as if set
forth in full herein.
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If on the Settlement Date any one or more of the Agents shall fail or
refuse to purchase Notes that it has or they have agreed to purchase on such
date, and the aggregate amount of Notes which such defaulting Agent or Agents
agreed but failed or refused to purchase is not more than one-tenth of the
aggregate amount of the Notes to be purchased on such date, the other Agents
shall be obligated severally in the proportions that the amount of Notes set
forth opposite their respective names above bears to the aggregate amount of
Notes set forth opposite the names of all such non-defaulting Agents, or in such
other proportions Banc of America Securities LLC may specify, to purchase the
Notes which such defaulting Agent or Agents agreed but failed or refused to
purchase on such date; PROVIDED that in no event shall the amount of Notes that
any Agent has agreed to purchase pursuant to this Agreement be increased
pursuant to this paragraph by an amount in excess of one-ninth of such amount of
Notes without the written consent of such Agent. If on the Settlement Date any
Agent or Agents shall fail or refuse to purchase Notes and the aggregate amount
of Notes with respect to which such default occurs is more than one-tenth of the
aggregate amount of Notes to be purchased on such date, and arrangements
satisfactory to Banc of America Securities LLC and the Company for the purchase
of such Notes are not made within 36 hours after such default, this Agreement
shall terminate without liability on the part of any non-defaulting Agent or the
Company. In any such case either Banc of America Securities LLC or the Company
shall have the right to postpone the Settlement Date but in no event for longer
than seven days, in order that the required changes, if any, in the Registration
Statement and in the Prospectus or in any other documents or arrangements may be
effected. Any action taken under this paragraph shall not relieve any defaulting
Agent from liability in respect of any default of such Agent under this
Agreement.
This Agreement is also subject to termination on the terms incorporated
by reference herein. If this Agreement is terminated, the provisions of Sections
3(h), 6, 9, 10 and 13 of the Agency Agreement shall survive for the purposes of
this Agreement.
The following information, opinions, certificates, letters and
documents referred to in Section 4 of the Agency Agreement will be required:
(i) the opinions of Palmer & Dodge LLP, counsel for the Company, and
Ropes & Gray, counsel for the Agents, as set forth in Section 4(b)(i)
and (ii);
(ii) a certificate of the Company as set forth in Section 4(c);
(iii) a letter or letters from PricewaterhouseCoopers LLP, independent
public accountants, as set forth in Section 4(d); and
(iv) such appropriate further information, certificates and documents
as the Agents may reasonably request.
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If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement between the
Agents and you.
Very truly yours,
BANC OF AMERICA SECURITIES LLC
By: /s/ Lily Change
-----------------------------------
Name: Lily Change
Title: Principal
SALOMON SMITH BARNEY INC.
By: /s/ Howard Hiller
-----------------------------------
Name: Howard Hiller
Title: Managing Director
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If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement between the
Agents and you.
The foregoing Agreement is hereby confirmed and accepted as of the date
first above written.
TECO ENERGY, INC.
By: /s/ Sandra W. Callahan
-----------------------------------
Name: Sandra W. Callahan
Title: Vice President - Treasurer
