<PAGE>

                                                                     Exhibit 4.1

                                CREDIT AGREEMENT
                                ----------------

                          dated as of November 13, 2002



                                      among

                             TAMPA ELECTRIC COMPANY,
                              a Florida Corporation
                                   (Borrower)

                                 CITIBANK, N.A.,
                             as Administrative Agent

                            SALOMON SMITH BARNEY INC.
                                as Lead Arranger

         MORGAN STANLEY SENIOR FUNDING, INC., and THE BANK OF NEW YORK,
                            as Co-Syndication Agents

                                       and

                             BANK OF AMERICA, N.A.,
                             as Documentation Agent


                                       and


                    THE FINANCIAL INSTITUTIONS PARTIES HERETO
                                    (Lenders)

<PAGE>

                                TABLE OF CONTENTS

ARTICLE I. DEFINITIONS .............................................   1

    1.1  Definitions ...............................................   1
    1.2  Rules of Interpretation  ..................................   1

ARTICLE II. THE CREDIT FACILITY ....................................   2

    2.1  Credit Facility  ..........................................   2
        2.1.1   Revolving Credit Facility  .........................   2
        2.1.2   Interest Provisions Applicable to all Loans ........   3
        2.1.3   Conversion of Loans ................................   5
        2.1.4   Loan Principal Payment .............................   6
        2.1.5   Promissory Notes ...................................   6
        2.1.6   Prepayments ........................................   6
    2.2  Total Commitments and Fees ................................   7
        2.2.1   Total Commitment ...................................   7
        2.2.2   Reductions and Cancellations .......................   7
    2.3  Fees ......................................................   7
        2.3.1   Up Front Fees ......................................   7
        2.3.2   Facility Fees ......................................   7
    2.4  Other Payment Terms .......................................   8
        2.4.1   Place and Manner ...................................   8
        2.4.2   Date ...............................................   8
        2.4.3   Late Payments ......................................   8
        2.4.4   Net of Taxes, Etc. .................................   8
        2.4.5   Application of Payments ............................  10
        2.4.6   Failure to Pay Administrative Agent ................  11
        2.4.7   Withholding Exemption Certificates .................  11
    2.5  Pro Rata Treatment. .......................................  12
        2.5.1   Borrowings, Commitment Reductions, Etc. ............  12
        2.5.2   Sharing of Payments, Etc. ..........................  12
    2.6  Change of Circumstances  ..................................  12
        2.6.1   Inability to Determine Rates .......................  12
        2.6.2   Illegality .........................................  13
        2.6.3   Increased Costs ....................................  13
        2.6.4   Capital Requirements ...............................  14
        2.6.5   Notice; Participating Lenders' Rights ..............  14
    2.7  Funding Losses ............................................  14
    2.8  Alternate Office, Minimization of Costs  ..................  15
        2.8.1   Minimization of Costs ..............................  15
        2.8.2   Replacement Rights .................................  15
        2.8.3   Alternate Office ...................................  16

ARTICLE III. CONDITIONS PRECEDENT ..................................  16

    3.1  Conditions Precedent to the Closing Date ..................  16
        3.1.1   Credit Facility Documents ..........................  17
        3.1.2   Resolutions ........................................  17
        3.1.3   Incumbency .........................................  17
        3.1.4   Legal Opinions .....................................  17
        3.1.5   Accuracy of Representations and Warranties .........  17
        3.1.6   Financial Statements ...............................  17
        3.1.7   No Defaults ........................................  17

<PAGE>

<TABLE>
<S>                                                                                        <C>
          3.1.8   Notice of Borrowing .................................................... 17
          3.1.9   Certificate of Borrower ................................................ 17
          3.1.10  Payment of Fees ........................................................ 17
          3.1.11  Termination of Credit Facility ......................................... 18
     3.2   Conditions Precedent to Each Borrowing. ....................................... 18
          3.2.1   Accuracy of Representations and Warranties ............................. 18
          3.2.2   No Defaults ............................................................ 18
          3.2.3   No Material Adverse Effect ............................................. 19
          3.2.4   Notice of Borrowing .................................................... 19

ARTICLE IV. REPRESENTATIONS AND WARRANTIES ............................................... 19

     4.1   Corporate Existence and Business .............................................. 19
     4.2   Power and Authorization; Enforceable Obligations .............................. 19
     4.3   No Legal Bar .................................................................. 19
     4.4   No Proceeding, Litigation or Investigation .................................... 20
     4.5   Governmental Approvals ........................................................ 20
     4.6   Financial Statements .......................................................... 20
     4.7   True and Complete Disclosure .................................................. 20
     4.8   Investment Company Act ........................................................ 20
     4.9   Compliance with Law ........................................................... 20
     4.10  ERISA ......................................................................... 21
     4.11  Solvency ...................................................................... 21
     4.12  Margin Stock  ................................................................. 21

ARTICLE V. COVENANTS OF BORROWER ......................................................... 22

     5.1   Existence ..................................................................... 22
     5.2   Consents, Legal Compliance .................................................... 22
     5.3   Prohibition of Certain Transfers  ............................................. 22
     5.4   Payment and Performance of Material Obligations ............................... 23
     5.5   Taxes ......................................................................... 23
     5.6   Maintenance of Property, Insurance ............................................ 23
     5.7   Compliance with Laws, Instruments, Etc. ....................................... 24
     5.8   No Change in Business ......................................................... 24
     5.9   Financial Statements .......................................................... 24
     5.10  Notices ....................................................................... 25
     5.11  Financial Covenants  .......................................................... 26
     5.12  Indemnification  .............................................................. 27
     5.13  Federal Regulations ........................................................... 29

ARTICLE VI. EVENTS OF DEFAULT; REMEDIES .................................................. 29

     6.1   Events of Default ............................................................. 29
          6.1.1   Payments ............................................................... 30
          6.1.2   Debt Cross Default ..................................................... 30
          6.1.3   Bankruptcy; Insolvency ................................................. 30
          6.1.4   Misstatements; Omissions ............................................... 30
          6.1.5   Breach of Terms of Agreement ........................................... 30
          6.1.6   Judgments .............................................................. 30
          6.1.7   Change in Control ...................................................... 31
          6.1.8   ERISA Violations ....................................................... 31
          6.1.9   Security. .............................................................. 31
     6.2   Remedies ...................................................................... 31
          6.2.1   No Further Loans ....................................................... 31
          6.2.2   Cure by Administrative Agent ........................................... 31
          6.2.3   Acceleration ........................................................... 32
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                       <C>
ARTICLE VII. ADMINISTRATIVE AGENT, SUBSTITUTION, AMENDMENTS, ETC. ........................ 32

     7.1   Appointment, Powers and Immunities. ........................................... 32
     7.2   Reliance ...................................................................... 33
     7.3   Non-Reliance .................................................................. 33
     7.4   Defaults ...................................................................... 34
     7.5   Indemnification ............................................................... 34
     7.6   Successor Administrative Agent ................................................ 34
     7.7   Authorization ................................................................. 35
     7.8   Administrative Agent's Other Roles ............................................ 36
     7.9   Amendments; Waivers ........................................................... 36
     7.10  Withholding Tax  .............................................................. 37
     7.11  General Provisions as to Payments ............................................. 37
     7.12  Substitution of Lender ........................................................ 38
     7.13  Participations  ............................................................... 38
     7.14  Transfer of Commitments ....................................................... 39
     7.15  Laws .......................................................................... 40
     7.16  Assignability as Collateral ................................................... 40

ARTICLE VIII. MISCELLANEOUS .............................................................. 41

     8.1   Addresses ..................................................................... 41
     8.2   Additional Security; Right to Set-Off ......................................... 42
     8.3   Delay and Waiver .............................................................. 42
     8.4   Costs, Expenses and Attorneys' Fees ........................................... 42
     8.5   Entire Agreement .............................................................. 43
     8.6   Governing Law ................................................................. 43
     8.7   Severability .................................................................. 43
     8.8   Headings ...................................................................... 43
     8.9   Accounting Terms .............................................................. 43
     8.10  No Partnership, Etc. .......................................................... 44
     8.11  Limitation on Liability ....................................................... 44
     8.12  Waiver of Jury Trial .......................................................... 44
     8.13  Consent to Jurisdiction ....................................................... 44
     8.14  Knowledge and Attribution ..................................................... 45
     8.15  Successors and Assigns ........................................................ 45
     8.16  Counterparts .................................................................. 45
</TABLE>

<PAGE>

                        INDEX OF SCHEDULES AND EXHIBITS

Schedule 1     Lenders, Lending Offices and Proportionate Shares

Schedule 5.3   Exceptions to Prohibition on Transfers


Exhibit A      Definitions and Rules of Interpretation

Exhibit B      Form of Note

Exhibit C-1    Form of Notice of Borrowing

Exhibit C-2    Form of Notice of Conversion of Loan Type

Exhibit C-3    Form of Confirmation of Interest Period Selection

Exhibit D      Form of Borrower's Closing Certificate

<PAGE>

     THIS CREDIT AGREEMENT (this "Agreement") dated as of November 13, 2002, is
entered into among Tampa Electric Company, a Florida corporation ("Borrower"),
CITIBANK, N.A., as administrative agent for the Lenders ("Administrative
Agent"), SALOMON SMITH BARNEY INC., as lead arranger, MORGAN STANLEY SENIOR
FUNDING, INC. and THE BANK OF NEW YORK, as co-syndication agents, and BANK OF
AMERICA, N.A., as documentation agent, and the financial institutions listed on
Schedule 1 or who later become a party hereto (the "Lenders").

                                    RECITALS

     A.  Borrower desires to obtain financing for commercial paper backstop and
for general corporate purposes and, in connection therewith, has requested that
the Lenders provide such financing to Borrower; and

     B.  The Lenders are willing to provide to Borrower a $300,000,000 three
hundred sixty-four (364) day unsecured revolving credit facility upon the terms
and subject to the conditions set forth herein (the "Facility").

                                   AGREEMENT

     NOW, THEREFORE, in consideration of the agreements herein and in the other
Credit Facility Documents and in reliance upon the representations and
warranties set forth herein and therein, the parties agree as follows:

                                   ARTICLE I.
                                   Definitions

     1.1 Definitions.

         Except as otherwise expressly provided, capitalized terms used in this
Agreement and its exhibits shall have the meanings given in Exhibit A.

     1.2 Rules of Interpretation.

         Except as otherwise expressly provided, the Rules of Interpretation set
forth in Exhibit A shall apply to this Agreement and the other Credit Facility
Documents.

                                       1

<PAGE>

                                  ARTICLE II.
                              THE CREDIT FACILITY

     2.1  Credit Facility.

          2.1.1 Revolving Credit Facility.

                2.1.1.1 Availability. Subject to the terms and conditions set
forth in this Agreement, each Lender severally agrees to advance to Borrower
from time to time prior to the Maturity Date, an advance (each, a "Loan"), in an
aggregate principal amount not to exceed such Lender's Commitment. Subject to
the provisions of this Agreement, each Loan shall be funded by the Lenders as
described in Section 2.1.1.3. Borrower may, subject to the provisions of this
Agreement, borrow, repay and reborrow under the Facility from time to time prior
to the Maturity Date.

                2.1.1.2 Notice of Borrowing. Borrower shall request Loans by
delivering to Administrative Agent a written notice in the form of Exhibit C-1,
appropriately completed (a "Notice of Borrowing") which specifies, among other
things:

                        (a) The principal portion of the requested Borrowing
which will bear interest as provided in (A) Section 2.1.2.1(a) (individually, a
"Base Rate Loan") and (B) Section 2.1.2.1.(b) (individually, a "LIBOR Loan");


                        (b) The amount of the requested Borrowing, which shall
be in the minimum amount of $10,000,000 or an integral multiple of $1,000,000 in
excess thereof (except in the case of a Loan of all remaining undrawn amounts
under the Facility);

                        (c) The date of the requested Borrowing, which shall be
a Banking Day; and

                        (d) The account(s) to which the proceeds of the
Borrowing are to be deposited, as contemplated by Section 2.1.1.3(d).

Borrower shall deliver each such Notice of Borrowing so as to provide not less
than the Minimum Notice Period. Any Notice of Borrowing may be modified or
revoked by Borrower through the Banking Day prior to the applicable Minimum
Notice Period, and thereafter shall be irrevocable.

                2.1.1.3 Loan Funding.

                        (a) Notice. The Notice of Borrowing shall be delivered
to Administrative Agent in accordance with Section 8.1. Administrative Agent
shall promptly notify each Lender of the contents of each Notice of Borrowing.

                        (b) Pro Rata Loans. Each Loan shall be made on a pro
rata basis by the Lenders in accordance with their respective Proportionate
Shares, with each Borrowing to consist of a Loan by each Lender equal to such
Lender's Proportionate Share of such Borrowing.

                                       2

<PAGE>

                        (c) Lender Funding. Each Lender shall, before 12:00 noon
in the case of LIBOR Loans and 2:00 p.m. in the case of Base Rate Loans, in each
case, on the date of each Borrowing, make available to Administrative Agent at
its office specified in Section 8.1, in same day funds, such Lender's
Proportionate Share of such Borrowing. The failure of any Lender to make the
Loan to be made by it as part of any Borrowing shall not relieve any other
Lender of its obligation hereunder to make its Loan on the date of such
Borrowing. No Lender shall be responsible for the failure of any other Lender to
make the Loan to be made by such other Lender on the date of any Borrowing.

                        (d) Funding of Loans. No later than 2:00 p.m. in the
case of LIBOR Loans and 3:00 p.m. in the case of Base Rate Loans, in each case,
on the date specified in each Notice of Borrowing, if the applicable conditions
precedent listed in Article III have been satisfied or waived and to the extent
Administrative Agent shall have received the appropriate funds from the Lenders,
Administrative Agent shall make available the Loans requested in such Notice of
Borrowing in Dollars and in immediately available funds, at Administrative
Agent's New York Branch, and shall transfer such funds to the bank account(s)
specified by Borrower in the Notice of Borrowing delivered in respect of such
Borrowing.

          2.1.2 Interest Provisions Applicable to all Loans.

                2.1.2.1 Loan Interest Rates. Borrower shall pay interest on the
unpaid principal amount of each Loan from the date of such Loan until the
maturity or prepayment thereof at one of the following rates per annum:

                        (a) With respect to the principal portion of such Loan
which is, and during such periods as such Loan is, a Base Rate Loan, at a rate
per annum equal to the Base Rate (such rate to change from time to time as the
Base Rate shall change) plus the Applicable Margin.

                        (b) With respect to the principal portion of such Loan
which is, and during such periods as such Loan is, a LIBOR Loan, at a rate per
annum during each Interest Period for such LIBOR Loan equal to the LIBOR Rate
for such Interest Period plus the Applicable Margin.

                2.1.2.2 Interest Provisions. Unless otherwise specified by
Borrower in a Notice of Borrowing or Notice of Conversion of Loan Type and
except as otherwise provided for herein, all Loans shall be Base Rate Loans.
Subject to the applicable limitations set forth herein, Loans shall bear
interest based upon the LIBOR Rate as specified by Borrower in the applicable
Notice of Borrowing or Notice of Conversion of Loan Type. Borrower shall not
request, and the Lenders shall not be obligated to make, LIBOR Loans at any time
an Inchoate Default or Event of Default exists. If an Event of Default exists at
the end of an Interest Period, the LIBOR Loans whose Interest Period is then
ending shall automatically convert to Base Rate Loans at such time.

                2.1.2.3 Interest Payment Dates. Borrower shall pay accrued
interest on the unpaid principal amount of each Loan (i) in the case of each
Base Rate Loan, on the last Banking Day of each calendar quarter, (ii) in the
case of each LIBOR Loan, on the last day of each Interest Period related to each
LIBOR Loan and, with respect to Interest Periods longer than

                                       3

<PAGE>

three months, the last Banking Day of each calendar quarter, and (iii) in all
cases, upon prepayment (to the extent thereof and including any optional
prepayments), upon conversion from one Type of Loan to another Type and at
maturity (whether by acceleration or otherwise).

                2.1.2.4 Interest Periods.

                        (a) Each Interest Period selected by Borrower for all
LIBOR Loans shall be one, two, three or six months or such other period as close
to six months as is practicable to enable Borrower to limit the number of LIBOR
Loans as required by this Section 2.1.2.4(a) or to comply with clause (C) of the
next sentence. Notwithstanding anything to the contrary in the previous
sentence, (A) any Interest Period which would otherwise end on a day which is
not a Banking Day shall be extended to the next succeeding Banking Day unless
such next Banking Day falls in another calendar month, in which case such
Interest Period shall end on the immediately preceding Banking Day; (B) any
Interest Period which begins on the last Banking Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Banking Day of the
next calendar month; (C) any Interest Period for a Loan which would otherwise
end after the Maturity Date shall end on the Maturity Date; (D) Borrower may not
at any time have outstanding more than five different Interest Periods relating
to LIBOR Loans; and (E) LIBOR Loans for each Interest Period shall be in the
amount of at least $1,000,000.

                        (b) Borrower may contact Administrative Agent at any
time prior to the end of an Interest Period for a quotation of interest rates in
effect at such time for given Interest Periods and Administrative Agent shall
promptly provide such quotation. Borrower may select an Interest Period
telephonically within the time periods specified in Section 2.1.1.2, which
selection shall be irrevocable on and after commencement of the applicable
Minimum Notice Period. Borrower shall confirm such telephonic notice to
Administrative Agent by telecopy on the day such notice is given (in
substantially the form of Exhibit C-3, a "Confirmation of Interest Period
Selection") and Administrative Agent shall promptly forward the same to the
Lenders. Borrower shall promptly deliver to Administrative Agent the original of
the Confirmation of Interest Period Selection initially delivered by telecopy.
If Borrower fails to notify Administrative Agent of the next Interest Period for
any LIBOR Loans in accordance with this Section 2.1.2.4(b), such Loans shall
automatically convert to Base Rate Loans on the last day of the current Interest
Period therefor. Administrative Agent shall as soon as practicable (and, in any
case, within two Banking Days after delivery of the Confirmation of Interest
Period Selection by telecopy as provided for above) notify Borrower of each
determination of the interest rate applicable to each Loan.

                2.1.2.5 Interest Account and Interest Computations. Borrower
authorizes Administrative Agent to record in an account or accounts maintained
by Administrative Agent on its books (i) the interest rates applicable to all
Loans and the effective dates of all changes thereto, (ii) the Interest Period
for each LIBOR Loan, (iii) the date and amount of each principal and interest
payment on each Loan and (iv) such other information as Administrative Agent may
determine is necessary for the computation of interest payable by Borrower
hereunder. Borrower agrees that all computations by Administrative Agent of
interest shall be conclusive in the absence of demonstrable error. All
computations of interest on Base Rate Loans shall be based upon a year of 365 or
366 days and the actual days elapsed since the last interest payment date,

                                       4

<PAGE>

and shall be adjusted in accordance with any changes in the Base Rate to take
effect on the beginning of the day of such change in the Base Rate. All
computations of interest on LIBOR Loans shall be based upon a year of 360 days
and the actual days elapsed.

          2.1.3 Conversion of Loans. Borrower may convert any Loan from one Type
of Loan to another Type; provided, however, that (i) any conversion of LIBOR
Loans into Base Rate Loans shall be made on, and only on, the first day after
the last day of an Interest Period for such LIBOR Loans, and (ii) Loans shall be
converted only in amounts of $10,000,000 and increments of $1,000,000 in excess
thereof. Borrower shall request such a conversion by a written notice to
Administrative Agent in the form of Exhibit C-2, appropriately completed (a
"Notice of Conversion of Loan Type"), which specifies:

                    (a) The Loans, or portion thereof, which are to be
converted;

                    (b) The Type into which such Loans, or portion thereof, are
to be converted;

                    (c) If such Loans are to be converted into LIBOR Loans, the
initial Interest Period selected by Borrower for such Loans in accordance with
Section 2.1.2.4(b); and

                    (d) The date of the requested conversion, which shall be a
Banking Day.

Borrower shall give each Notice of Conversion of Loan Type to Administrative
Agent so as to provide at least the applicable Minimum Notice Period. Any Notice
of Conversion of Loan Type may be modified or revoked by Borrower through the
Banking Day prior to the Minimum Notice Period, and shall thereafter be
irrevocable. Each Notice of Conversion of Loan Type shall be delivered by
first-class mail or telecopy to Administrative Agent at the office or to the
telecopy number and as otherwise specified in Section 8.1; provided, however,
that Borrower shall promptly deliver to Administrative Agent the original of any
Notice of Conversion of Loan Type initially delivered by telecopy.
Administrative Agent shall promptly notify each Lender of the contents of each
Notice of Conversion of Loan Type.

                                       5

<PAGE>

          2.1.4 Loan Principal Payment. On the Maturity Date, Borrower shall
repay to Administrative Agent, for the account of each Lender, the aggregate
unpaid principal amount of the Loans made by such Lender, with any remaining
unpaid principal, interest, fees and costs due and payable on such date. From
and after the Maturity Date, upon payment in full of the aggregate principal
amount of the Loans, all accrued and unpaid interest thereon and all other
amounts owed by Borrower to Administrative Agent or the Lenders hereunder and
under the other Credit Facility Documents, the Lenders shall promptly mark any
Notes cancelled and return such cancelled Notes to Borrower.

          2.1.5 Promissory Notes. The obligation of Borrower to repay the Loans
made by each Lender and to pay interest thereon at the rates provided herein
shall, upon the written request of any Lender, be evidenced by Notes in the form
of Exhibit B (each, a "Note"), each payable to the order of such Lender and in
the principal amount of such Lender's Commitment. Borrower authorizes each
Lender to record on the schedule annexed to such Lender's Note or Notes, and/or
in the Lenders internal records, the date and amount of each Loan made by such
Lender, and each payment or prepayment of principal thereunder and agrees that
all such notations shall constitute prima facie evidence of the matters noted.
Borrower further authorizes each Lender to attach to and make a part of such
Lender's Note or Notes continuations of the schedule attached thereto as
necessary. No failure to make any such notations, nor any errors in making any
such notations shall affect the validity of Borrower's obligation to repay the
full unpaid principal amount of the Loans or the duties of Borrower hereunder or
thereunder.

          2.1.6 Prepayments.

                2.1.6.1 Terms of all Prepayments. Upon the prepayment of any
Loan, Borrower shall pay to Administrative Agent for the account of the Lender
which made such Loan (i) all accrued interest to the date of such prepayment on
the amount prepaid and (ii) if such prepayment is the prepayment of a LIBOR Loan
on a day other than the last day of an Interest Period for such LIBOR Loan, all
Liquidation Costs incurred by such Lender as a result of such prepayment
(pursuant to the terms of Section 2.7).

                2.1.6.2 Optional Prepayments. Subject to Section 2.1.6.1,
Borrower may, at its option and without penalty, upon three Banking Days' notice
to Administrative Agent, prepay any Loans in whole or in part in an amount of
$10,000,000 or an integral multiple of $1,000,000 in excess thereof (except in
the case of a prepayment of all the Loans under the Facility).

                                       6

<PAGE>

          2.2 Total Commitments and Fees.

              2.2.1 Total Commitment. The aggregate principal amount of all
Loans made by the Lenders and outstanding at any one time shall not exceed
$300,000,000, subject to reductions by Borrower to a lower amount pursuant to
Section 2.2.2 (as so reduced from time to time, the "Total Commitment").

              2.2.2 Reductions and Cancellations. Borrower may, from time to
time upon three Banking Days' written notice to Administrative Agent (who shall
promptly deliver such notice to the Lenders), permanently reduce, by an amount
of $10,000,000 or an integral multiple of $1,000,000 in excess thereof or cancel
in its entirety, the Total Commitment. Notwithstanding anything in this Section
2.2.2 to the contrary, Borrower may not reduce or cancel any portion of the
Total Commitment if, after giving effect to such reduction or cancellation, (a)
the aggregate principal amount of all Loans then outstanding would exceed the
Total Commitment or (b) such reduction or cancellation would cause a violation
of any provision of this Agreement or the other Credit Facility Documents.
Borrower shall pay to Administrative Agent any Facility Fees then due on such
cancelled amount upon any such reduction or cancellation. From the effective
date of any such reduction, the Facility Fees shall be computed on the basis of
the Total Commitment as so reduced. Once reduced or cancelled, the Total
Commitment may not be increased or reinstated. Any reductions pursuant to this
Section 2.2.2 shall be applied ratably to each Lender's respective Commitments
in accordance with Section 2.5.1.

          2.3 Fees

              2.3.1 Up Front Fees. On the Closing Date, Borrower shall pay to
Administrative Agent, for the benefit of the Lenders, the up-front fee (the
"Up-Front Fee") described in the Fee Letter (but only to the extent such
Up-Front Fee is payable as of the Closing Date pursuant to the Fee Letter).

              2.3.2 Facility Fees. On the last Banking Day in each calendar
quarter (where all or any portion of such calendar quarter occurs on or after
the Closing Date and prior to the Maturity Date) and on the Maturity Date (or,
if the Total Commitment is cancelled prior to such date, on the date of such
cancellation), Borrower shall pay to Administrative Agent, for the benefit of
the Lenders, accruing from the Closing Date or the first day of such quarter, as
the case may be, a facility fee (collectively, the "Facility Fees") for such
quarter (or portion thereof) then ending equal to the sum of the products
obtained by multiplying, (i) each applicable percentage set forth below based on
Borrower's senior unsecured long term debt rating(s) during the period of
determination times (ii) the daily average Total Commitment in each case
irrespective of usage, times (iii) a fraction, the numerator of which is the
number of days in such quarter (or portion thereof) on which such applicable
percentage applies to Borrower and the denominator of which is three hundred
sixty (360).

                                       7

<PAGE>

<TABLE>
<CAPTION>
=============================================================================================================================
                          LEVEL 1              LEVEL 2              LEVEL 3              LEVEL 4               LEVEL 5

                    Long Term Senior      Long Term Senior     Long Term Senior      Long Term Senior     Long Term Senior
                    Unsecured Non         Unsecured Non        Unsecured Non         Unsecured Non        Unsecured Non
                    Credit Enhanced       Credit Enhanced      Credit Enhanced       Credit Enhanced      Credit Enhanced
                    Debt of the           Debt of the          Debt of the           Debt of the          Debt of the
                    Borrower Rated At     Borrower Rated       Borrower Rated        Borrower Rated       Borrower Rated
                    Least  A- By S & P    Less Than Level 1    Less Than Level 2     Less Than Level 3    Less Than Level 4
                    And A3 By Moody's.    But At Least BBB+    But At Least BBB      But At Least
                    ---                   By S & P And Baa1    By S & P And Baa2     BBB- By S & P And
                                                   ---                  ---                        ---
                                          By Moody's.          By Moody's.           Baa3 By Moody's.
=============================================================================================================================
<S>                 <C>                   <C>                  <C>                   <C>                  <C>
Facility Fee               0.10%                0.125%               0.15%                0.20%                0.30%

=============================================================================================================================
</TABLE>

          2.4  Other Payment Terms.

               2.4.1 Place and Manner. Borrower shall make all payments due to
each Lender hereunder to Administrative Agent, for the account of such Lender,
to Citibank, N.A., ABA 021000089, Account Number: 36852248, in lawful money of
the United States and in immediately available funds not later than 12:00 noon,
on the date on which such payment is due. Any payment received after such time
on any day shall be deemed received on the Banking Day after such payment is
received. Administrative Agent shall disburse to each Lender each such payment
received by Administrative Agent for such Lender, such disbursement to occur on
the day such payment is received if received by 12:00 noon, otherwise on the
next Banking Day.

               2.4.2 Date. Whenever any payment due hereunder shall fall due on
a day other than a Banking Day, such payment shall be made on the next
succeeding Banking Day, and such extension of time shall be included in the
computation of interest or fees, as the case may be, without duplication of any
interest or fees so paid in the next subsequent calculation of interest or fees
payable.

               2.4.3 Late Payments. If any amounts required to be paid by
Borrower under this Agreement or the other Credit Facility Documents (including
principal or interest payable on any Loan, and any fees or other amounts
otherwise payable to Administrative Agent or any Lender) remain unpaid after
such overdue amounts are due, Borrower shall pay interest (including following
any Bankruptcy Event with respect to Borrower) on the aggregate, outstanding
balance of such amounts from the date due until those amounts are paid in full
at a per annum rate equal to the Default Rate.

               2.4.4 Net of Taxes, Etc.

                     2.4.4.1  Taxes. Subject to each Lender's compliance with
Section 2.4.7, any and all payments to or for the benefit of Administrative
Agent or any Lender by Borrower

                                       8

<PAGE>

hereunder or under any other Credit Facility Document shall be made free and
clear of and without deduction, setoff or counterclaim of any kind whatsoever
and in such amounts as may be necessary in order that all such payments, after
deduction for or on account of any present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto
(excluding income and franchise taxes, which include taxes imposed on or
measured by the net income, net profits or capital of Administrative Agent or
such Lender by any jurisdiction or any political subdivision or taxing authority
thereof or therein as a result of a connection between such Lender and such
jurisdiction or political subdivision, unless such connection results solely
from such Lender's executing, delivering or performing its obligations or
receiving a payment under, or enforcing, this Agreement or any Note) (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as "Taxes"), shall be equal to the
amounts otherwise specified to be paid under this Agreement and the other Credit
Facility Documents. If Borrower shall be required by law to withhold or deduct
any Taxes from or in respect of any sum payable hereunder or under any other
Credit Facility Document to Administrative Agent or any Lender, (i) the sum
payable shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.4.4), Administrative Agent or such Lender receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
Borrower shall make such deductions and (iii) Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance
with applicable law. In addition, Borrower agrees to pay any present or future
stamp, recording or documentary taxes and any other excise or property taxes,
charges or similar levies (not including income or franchise taxes) that arise
under the laws of the United States of America, the State of New York or the
State of Florida from any payment made hereunder or under any other Credit
Facility Document or from the execution or delivery or otherwise with respect to
this Agreement or any other Credit Facility Document (hereinafter referred to as
"Other Taxes").

                     2.4.4.2  Indemnity. Borrower shall indemnify each Lender
for and hold it harmless against the full amount of Taxes and Other Taxes
(including any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this Section 2.4.4) paid by any Lender, or any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto, whether or not such Taxes or Other Taxes were correctly or legally
asserted; provided that Borrower shall not be obligated to indemnify any Lender
for any penalties, interest or expenses relating to Taxes or Other Taxes arising
from such Lender's gross negligence or willful misconduct. Each Lender agrees to
give notice to Borrower of the assertion of any claim against such Lender
relating to such Taxes or Other Taxes as promptly as is practicable after being
notified of such assertion, and in no event later than 90 days after the
principal officer of such Lender responsible for administering this Agreement
obtains knowledge thereof; provided that any Lender's failure to notify Borrower
of such assertion within such 90 day period shall not relieve Borrower of its
obligation under this Section 2.4.4 with respect to Taxes or Other Taxes,
penalties, interest or expenses arising prior to the end of such period, but
shall relieve Borrower of its obligations under this Section 2.4.4 with respect
to Taxes and Other Taxes, penalties, interest or expenses accruing between the
end of such period and such time as Borrower receives notice from such Lender as
provided herein. Payments by Borrower pursuant to this indemnification shall be
made within 30 days from the date such Lender makes written demand therefor
(submitted through Administrative Agent), which demand shall be accompanied by a
certificate describing in reasonable detail the basis thereof.

                                       9

<PAGE>

                 2.4.4.3 Notice. Within 30 days after the date of any payment of
Taxes by Borrower, Borrower shall furnish to Administrative Agent, at its
address referred to in Section 8.1, the original or a certified copy of a
receipt evidencing payment thereof or if such receipt is not obtainable, other
evidence of such payment by Borrower reasonably satisfactory to Administrative
Agent. Borrower shall compensate each Lender for all reasonable losses and
expenses sustained by such Lender as a result of any failure by Borrower to so
furnish such copy of such receipt.

                 2.4.4.4 Conduits. Notwithstanding anything to the contrary
contained in this Section 2.4.4, if a Lender is a conduit entity participating
in a conduit financing arrangement (as defined in Section 7701(l) of the Code
and the Treasury Regulations issued thereunder) then with respect to any
payments made by Borrower under this Agreement or under any Note, Borrower shall
not be obligated to pay additional amounts to such Lender pursuant to this
Section 2.4.4 to the extent that the amount of United States Taxes exceeds the
amount that would have otherwise been payable if such Lender were not a conduit
entity participating in a conduit financing arrangement.

                 2.4.4.5 Survival of Credit Facility Obligations. The
obligations of Borrower under this Section 2.4.4 shall survive the termination
of this Agreement and the repayment of the Obligations.

          2.4.5  Application of Payments. Payments made under this Agreement or
the other Credit Facility Documents shall (a) first be applied to any fees,
costs, charges or expenses due and payable to Administrative Agent and the
Lenders hereunder or under the other Credit Facility Documents, (b) next to any
accrued but unpaid interest then due and owing and (c) then to outstanding
principal then due and payable or otherwise to be prepaid.

                                       10

<PAGE>

          2.4.6 Failure to Pay Administrative Agent. Unless Administrative Agent
shall have received notice from Borrower at least two Banking Days prior to the
date on which any payment is due to the Lenders hereunder that Borrower will not
make such payment in full, Administrative Agent may assume that Borrower has
made such payment in full to Administrative Agent on such date and
Administrative Agent may, in reliance upon such assumption, cause to be
distributed to each Lender on such due date an amount equal to the amount then
due such Lender. If and to the extent Borrower shall not have so made such
payment in full to Administrative Agent, such Lender shall repay to
Administrative Agent forthwith upon demand such amount distributed to such
Lender, together with interest thereon, for each day from the date such amount
is distributed to such Lender until the date such Lender repays such amount to
Administrative Agent, at the Federal Funds Rate for the first five days after
such date, and subsequent thereto at the Base Rate. A certificate of
Administrative Agent submitted to any Lender with respect to any amounts owing
by such Lender under this Section 2.4.6 shall be conclusive in the absence of
demonstrable error.

          2.4.7 Withholding Exemption Certificates. Administrative Agent on the
Closing Date and each Lender upon becoming a Lender hereunder including any
entity to which any Lender grants a participation or otherwise transfers its
interest in this Agreement agrees that it will deliver to Administrative Agent
and Borrower either (A) a statement that it is formed under the laws of the
United States of America or a state thereof or (B) if it is not so incorporated,
two duly completed copies of United States Internal Revenue Service Form W-8ECI
or W-8BEN or successor applicable form, as the case may be, certifying in each
case that such Lender is entitled to receive payments under this Agreement
without deduction or withholding of any United States federal income taxes. Each
Lender which delivers to Borrower and Administrative Agent a Form W-8ECI or
W-8BEN pursuant to the preceding sentence further undertakes to deliver to
Borrower and Administrative Agent further copies of the said letter and Form
W-8ECI or W-8BEN, or successor applicable forms, or other manner of
certification or procedure, as the case may be, on or before the date that any
such letter or form expires or becomes obsolete or within a reasonable time
after gaining knowledge of the occurrence of any event requiring a change in the
most recent letter and forms previously delivered by it to Borrower, and such
extensions or renewals thereof as may reasonably be requested by Borrower,
certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled
to receive payments under this Agreement without deduction or withholding of any
United States federal income taxes, unless in any such cases an event (including
any change in any treaty, law or regulation) has occurred prior to the date on
which any such delivery would otherwise be required which renders all such forms
inapplicable or which would reasonably prevent a Lender from duly completing and
delivering any such letter or form with respect to it and such Lender advises
Borrower that it is not capable of receiving payments without any deduction or
withholding of United States federal income tax, and in the case of Form W-8ECI
or W-8BEN, establishing an exemption from United States backup withholding tax.
Borrower shall not be obligated, however, to pay any additional amounts in
respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make
an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including
any entity to which any Lender sells, assigns, grants a participation in, or
otherwise transfers its rights under this Agreement) if the obligation to pay
such additional amounts (or such indemnification) would not have arisen but for
a failure of such Lender to comply with its obligations under this Section
2.4.7.

                                       11

<PAGE>

     2.5  Pro Rata Treatment.

          2.5.1 Borrowings, Commitment Reductions, Etc. Except as otherwise
provided herein, (a) each Borrowing and each reduction of the Total Commitment
shall be made or allocated among the Lenders pro rata according to their
respective Proportionate Shares, (b) each payment of principal and interest on
Loans shall be made or shared among the Lenders holding such Loans, pro rata
according to their respective Proportionate Shares and (c) each payment of
Facility Fees shall be shared among the Lenders pro rata according to (i) their
respective Proportionate Shares of the Commitments and (ii) in the case of each
Lender which becomes a Lender hereunder after the date hereof, the date upon
which such Lender so became a Lender.

          2.5.2 Sharing of Payments, Etc. If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) hereunder in excess of its ratable share of payments in accordance
with Section 2.5.1, such Lender shall forthwith purchase from the other Lenders
such participations in the Loans as shall be necessary to cause such purchasing
Lender to share the excess payment ratably with each of them; provided, however,
that if all or any portion of such excess payment is thereafter recovered from
such purchasing Lender, such purchase from such Lender shall be rescinded and
each other Lender shall repay to the purchasing Lender the purchase price to the
extent of such recovery together with an amount equal to such other Lender's
ratable share (according to the proportion of (a) the amount of such other
Lender's required repayment to (b) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. Borrower agrees
that any Lender so purchasing a participation from another Lender pursuant to
this Section 2.5.2 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of Borrower in
the amount of such participation.

     2.6  Change of Circumstances.

          2.6.1 Inability to Determine Rates . If, on or before the first day of
any Interest Period for any LIBOR Loans, (a) Administrative Agent determines
that the LIBOR Rate for such Interest Period cannot be adequately and reasonably
determined due to the unavailability of funds in or other circumstances
affecting the London interbank market, or (b) Lenders holding aggregate
Proportionate Shares of 33 1/3% or more shall advise Administrative Agent that
(i) the rates of interest for such LIBOR Loans do not adequately and fairly
reflect the cost to such Lenders of making or maintaining such Loans or (ii)
deposits in Dollars in the London interbank market are not available to such
Lenders (as conclusively certified by each such Lender in good faith in writing
to Administrative Agent and to Borrower) in the ordinary course of business in
sufficient amounts to make and/or maintain its LIBOR Loans, Administrative Agent
shall immediately give notice of such condition to Borrower. After the giving of
any such notice and until Administrative Agent shall otherwise notify Borrower
that the circumstances giving rise to such condition no longer exist, Borrower's
right to request the making of or conversion to, and the Lenders' obligations to
make or convert to, LIBOR Loans shall be suspended. ny LIBOR Loans outstanding
at the commencement of any suspension shall be converted at the end of the

                                       12

<PAGE>

then current Interest Period for such Loans into Base Rate Loans, as applicable,
unless such suspension has then ended.

          2.6.2  Illegality. If, after the date of this Agreement, the adoption
of any Governmental Rule, any change in any Governmental Rule or the application
or requirements thereof (whether such change occurs in accordance with the terms
of such Governmental Rule as enacted, as a result of amendment, or otherwise),
any change in the interpretation or administration of any Governmental Rule by
any Governmental Authority, or compliance by any Lender or Borrower with any
request or directive (whether or not having the force of law, but if not having
the force of law, being of the type with which a Lender customarily complies) of
any Governmental Authority (a "Change of Law") shall make it unlawful or
impossible for any Lender to make or maintain any LIBOR Loan, such Lender shall
immediately notify Administrative Agent and Borrower of such Change of Law. Upon
receipt of such notice, (a) Borrower's right to request the making of or
conversion to, and the Lenders' obligations to make or convert to, LIBOR Loans,
as the case may be, shall be suspended for so long as such condition shall
exist, and (b) Borrower shall, at the request of such Lender, either (i)
pursuant to Section 2.1.3, convert any then outstanding LIBOR Loans into Base
Rate Loans at the end of the current Interest Periods for such Loans, or (ii)
immediately repay or convert (at Borrower's option) LIBOR Loans into Base Rate
Loans if such Lender shall notify Borrower that such Lender may not lawfully
continue to fund and maintain such Loans as LIBOR Loans. Any conversion or
prepayment of LIBOR Loans made pursuant to the preceding sentence prior to the
last day of an Interest Period for such Loans shall be deemed a prepayment
thereof for purposes of Section 2.7.

          2.6.3  Increased Costs. If, after the date of this Agreement, any
Change of Law:

                 2.6.3.1 Shall subject any Lender to any tax, duty or other
charge with respect to any LIBOR Loan, or Commitment in respect thereof, or
shall change the basis of taxation of payments by Borrower to any Lender on such
a Loan or with respect to any such Commitment (except for Taxes, Other Taxes or
changes in the rate of taxation on the overall net income of any Lender); or

                 2.6.3.2 Shall impose, modify or hold applicable any reserve,
special deposit or similar requirement (without duplication of any reserve
requirement included within the applicable interest rate through the definition
of "Reserve Requirement") against assets held by, deposits or other liabilities
in or for the account of, advances or loans by, or any other acquisition of
funds by, any Lender for any LIBOR Loan; or

                 2.6.3.3 Shall impose on any Lender any other condition directly
related to any LIBOR Loan or Commitment in respect thereof;

and the effect of any of the foregoing is to increase the cost to such Lender of
making, issuing, creating, renewing, participating in or maintaining any such
LIBOR Loan or Commitment in respect thereof or to reduce any amount receivable
by such Lender hereunder; then Borrower shall from time to time, within 30 days
after demand by such Lender, pay to such Lender additional amounts sufficient to
reimburse such Lender for such increased costs or to compensate such Lender for
such reduced amounts. A certificate setting forth in reasonable detail the

                                       13

<PAGE>

amount of such increased costs or reduced amounts and the basis for
determination of such amount, submitted by such Lender to Borrower, shall, in
the absence of demonstrable error, be conclusive and binding on Borrower for
purposes of this Agreement.

          2.6.4 Capital Requirements. If any Lender determines that (a) any
Change of Law after the date of this Agreement increases the amount of capital
required or expected to be maintained by such Lender, or the Lending Office of
such Lender or any Person controlling such Lender (a "Capital Adequacy
Requirement"), and (b) the amount of capital maintained by such Lender or such
Person which is attributable to or based upon the Loans, the Commitments or this
Agreement must be increased as a result of such Capital Adequacy Requirement
(taking into account such Lender's or such Person's policies with respect to
capital adequacy), Borrower shall pay to Administrative Agent on behalf of such
Lender or such Person, within 30 days after demand of Administrative Agent on
behalf of such Lender or such Person, such amounts as such Lender or such Person
shall reasonably determine are necessary to compensate such Lender or such
Person for the increased costs to such Lender or such Person of such increased
capital. A certificate of such Lender or such Person, setting forth in
reasonable detail the computation of any such increased costs, delivered to
Borrower by Administrative Agent on behalf of such Lender or such Person shall,
in the absence of demonstrable error, be conclusive and binding on Borrower for
purposes of this Agreement.

          2.6.5 Notice; Participating Lenders' Rights. Each Lender shall notify
Borrower of any event occurring after the date of this Agreement that will
entitle such Lender to compensation pursuant to this Section 2.6, as promptly as
practicable, and in no event later than 180 days after the principal officer of
such Lender responsible for administering this Agreement obtained knowledge
thereof; provided, however, that the failure to give Borrower notice within such
180 day period and to make such determination during such periods shall not
relieve Borrower of the obligation under this Section 2.6 with respect to any
claim arising prior to the end of such period, but shall relieve Borrower of its
obligations under this Section 2.6 with respect to the time between the end of
such period and such time as Borrower receives notice from such Lender as
provided herein. No Person purchasing from a Lender a participation in any
Commitment (as opposed to an assignment) shall be entitled to any payment from
or on behalf of Borrower pursuant to Section 2.6.3 or Section 2.6.4 which would
be in excess of the applicable proportionate amount (based on the portion of the
Commitments in which such Person is participating) which would then be payable
to such Lender if such Lender had not sold a participation in that portion of
the Commitment.

     2.7  Funding Losses. If Borrower shall (a) repay or prepay any LIBOR Loans
on any day other than the last day of an Interest Period for such Loans, (b)
fail to borrow any LIBOR Loans in accordance with a Notice of Borrowing
delivered to Administrative Agent (whether as a result of the failure to satisfy
any applicable conditions or otherwise) after such notice has become
irrevocable, (c) fail to convert any Base Rate Loans into LIBOR Loans, as
applicable, in accordance with a Notice of Conversion of Loan Type delivered to
Administrative Agent (whether as a result of the failure to satisfy any
applicable conditions or otherwise) after such notice has become irrevocable,
(d) fail to continue a LIBOR Loan in accordance with a Confirmation of Interest
Period Selection after such notice of confirmation has become irrevocable, or
(e) fail to make any prepayment in accordance with any notice of prepayment
delivered to Administrative Agent, Borrower shall, within 30 days after demand
by any Lender,

                                       14

<PAGE>

reimburse such Lender for all reasonable costs and losses incurred by such
Lender ("Liquidation Costs") due to such payment, prepayment or failure.
Borrower understands that such costs and losses may include losses incurred by a
Lender as a result of funding and other contracts entered into by such Lender to
fund LIBOR Loans (other than non receipt of the Applicable Margin). Each Lender
demanding payment under this Section 2.7 shall deliver to Borrower a certificate
setting forth in reasonable detail the amount of costs and losses for which
demand is made. Such a certificate so delivered to Borrower shall, in the
absence of demonstrable error, be conclusive and binding as to the amount of
such loss for purposes of this Agreement.

     2.8  Alternate Office, Minimization of Costs.

          2.8.1 Minimization of Costs. To the extent reasonably possible, each
Lender shall designate an alternative Lending Office with respect to its LIBOR
Loans and otherwise take any reasonable actions to reduce any liability of
Borrower to any Lender under Sections 2.4.4, 2.6.3, 2.6.4 or 2.7, or to avoid
the unavailability of any Type of Loans under Section 2.6.2 so long as (in the
case of the designation of an alternative Lending Office) such Lender, in its
sole discretion, does not determine that such designation is disadvantageous to
such Lender.

          2.8.2 Replacement Rights. If and with respect to each occasion that a
Lender either makes a demand for compensation pursuant to Section 2.4.4, 2.6.3
or 2.6.4 or is unable for a period of three consecutive months to fund LIBOR
Loans pursuant to Section 2.6.2 or such Lender wrongfully fails to fund a Loan,
Borrower may, upon at least 5 Banking Days' prior irrevocable written notice to
each of such Lenders and Administrative Agent, in whole permanently replace the
Loans and Commitments of such Lender; provided that Borrower shall replace such
Loans and Commitments with the Loans and Commitments of a lender reasonably
satisfactory to Administrative Agent. Such replacement Lender shall upon the
effective date of replacement purchase the Obligations owed to such replaced
Lender for the aggregate amount thereof and shall thereupon and for all purposes
become a "Lender" hereunder. Such notice from Borrower shall specify an
effective date for the replacement of such Lender's Loans and Commitments, which
date shall not be later than the fourteenth (14th) day after the day such notice
is given. On the effective date of any replacement of a Lender's Loans and
Commitments and Obligations pursuant to this Section 2.8.2, Borrower shall pay
to Administrative Agent for the account of such Lender (a) any fees due to such
Lender to the date of such replacement; (b) the principal of and accrued
interest on the principal amount of outstanding Loans held by such Lender to the
date of such replacement (such amount to be represented by the purchase of the
Obligations of such replaced Lender by the replacing Lender and not as a
prepayment of such Loans), and (c) the amount or amounts due to such Lender
pursuant to each of Sections 2.4.4, 2.6.3 or 2.6.4, as applicable, and any other
amount then payable hereunder to such Lender. In addition, if the replacement
Lender was not previously a "Lender" hereunder, Borrower shall pay to
Administrative Agent an administrative fee of $3,500. Borrower will remain
liable to such replaced Lender for any Liquidation Costs that such Lender may
sustain or incur as a consequence of the purchase of such Lender's Loans (unless
such Lender has defaulted on its obligation to fund a Loan hereunder). Upon the
effective date of the purchase of any Lender's Loans and termination of such
Lender's Commitments pursuant to this Section 2.8.2, such Lender shall cease to
be a Lender hereunder. No such termination of such Lender's Commitments and the
purchase of such Lender's Loans pursuant to this Section 2.8.2 shall affect (i)
any liability or obligation of Borrower or any other Lender to such terminated
Lender, or any

                                       15

<PAGE>

liability or obligation of such terminated Lender to Borrower or any other
Lender, which accrued on or prior to the date of such termination or (ii) such
terminated Lender's rights hereunder in respect of any such liability or
obligation.

          2.8.3 Alternate Office. Any Lender may designate a Lending Office
other than that set forth on Schedule 1 and may assign all of its interests
under the Credit Facility Documents, and its Notes, to such Lending Office,
provided that such designation and assignment do not at the time of such
designation and assignment increase the reasonably foreseeable liability of
Borrower under Sections 2.4.4, 2.6.3 or 2.6.4, or make an interest rate option
unavailable pursuant to Section 2.6.2.

                                  ARTICLE III.
                              CONDITIONS PRECEDENT

     3.1  Conditions Precedent to the Closing Date. The obligation of the
Lenders to execute this Agreement and make any requested Loans on the Closing
Date is subject to the prior satisfaction of each of the following conditions
(unless waived in writing by Administrative Agent with the consent of the
Lenders):

                                       16

<PAGE>

          3.1.1  Credit Facility Documents. Delivery to Administrative Agent of
executed originals of each Credit Facility Document, all of which shall be in
form and substance satisfactory to the Lenders, and shall have been duly
authorized, executed and delivered by the parties thereto.

          3.1.2  Resolutions. Delivery to Administrative Agent of a copy of one
or more resolutions or other authorizations of Borrower in form and substance
reasonably satisfactory to the Lenders and certified by the appropriate officers
of Borrower as being in full force and effect on the Closing Date, authorizing
the execution, delivery and performance of this Agreement and the other Credit
Facility Documents and any instruments or agreements required hereunder or
thereunder to which such entity is a party.

          3.1.3  Incumbency. Delivery to Administrative Agent of a certificate
in form and substance reasonably satisfactory to the Lenders, from Borrower
signed by the appropriate authorized officer and dated the Closing Date, as to
the incumbency of the natural persons authorized to execute and deliver this
Agreement and the other Credit Facility Documents and any instruments or
agreements required hereunder or thereunder to which Borrower is a party.

          3.1.4  Legal Opinions. Delivery to Administrative Agent of legal
opinions of counsel to Borrower and counsel to Administrative Agent, each in
form and substance reasonably satisfactory to the Lenders.

          3.1.5  Accuracy of Representations and Warranties. Each representation
and warranty set forth in Article IV shall be true and correct in all material
respects.

          3.1.6  Financial Statements. Administrative Agent shall have received
the most recent annual audited financial statements or Form 10-K from Borrower
and, to the extent obtainable, the most recent quarterly financial statements or
Form 10-Q of Borrower, with certificates from the appropriate Responsible
Officer thereof, stating that no material adverse change in the consolidated
assets, liabilities, operations or financial condition of Borrower has occurred
from those set forth in the most recent financial statements or the balance
sheet, as the case may be, so provided to Administrative Agent.

          3.1.7  No Defaults. No Event of Default or Inchoate Default shall have
occurred and is continuing or will result from the execution of this Agreement
or any other Credit Facility Document.

          3.1.8  Notice of Borrowing. If a Loan is to be made on the Closing
Date, Administrative Agent shall have received a Notice of Borrowing meeting the
requirements of Section 2.1.1.2.

          3.1.9  Certificate of Borrower. Administrative Agent shall have
received a certificate, dated as of the Closing Date, signed by a Responsible
Officer of Borrower, in substantially the form of Exhibit D.

          3.1.10 Payment of Fees. All amounts required to be paid to
Administrative Agent under the Credit Facility Documents, and all taxes, fees
and other costs payable in connection with the execution and delivery of the
documents and instruments referred to in this

                                       17

<PAGE>

Section 3.1 (or incorporated herein by reference) shall have been paid in full
or, as approved by Administrative Agent, provided for.

          3.1.11 Termination of Credit Facility. Borrower's right to borrow
under the Credit Agreement, dated as of November 14, 2001, among Borrower,
Citibank, N.A., as Administrative agent, Salomon Smith Barney Inc., as Co-Lead
Arranger, Bank of New York, as Co-Lead Arranger and as Syndication Agent,
JPMorgan Chase Bank, The Industrial Bank of Japan, and Toronto Dominion (Texas),
Inc., as Co-Documentation Agents and the financial institutions parties thereto,
shall have been terminated and all amounts owed by Borrower thereunder shall
have been paid in full.

     3.2  Conditions Precedent to Each Borrowing.

     The obligation of the Lenders to make Loans subsequent to the Closing Date
is subject to the prior satisfaction of each of the following conditions (unless
waived by Administrative Agent with the consent of the Majority Lenders):

          3.2.1 Accuracy of Representations and Warranties. Each representation
and warranty set forth in Article IV shall be true and correct in all material
respects as if made on and as of the date of such Borrowing, before and after
giving effect thereto and the application of the proceeds therefrom, unless such
representation or warranty relates solely to another time, in which event such
representation or warranty shall be true and correct in all material respects as
of such other time.

          3.2.2 No Defaults. No Event of Default or Inchoate Default shall have
occurred and is continuing or will result from such Borrowing.

                                       18

<PAGE>

          3.2.3 No Material Adverse Effect. No event or circumstance shall have
occurred and is continuing which is reasonably likely to have a Material Adverse
Effect on Borrower or will result from such Borrowing.

          3.2.4 Notice of Borrowing. Delivery to Administrative Agent of a
Notice of Borrowing meeting the requirements of Section 2.1.1.2.

                                  ARTICLE IV.
                         REPRESENTATIONS AND WARRANTIES

     Borrower makes the following representations and warranties to and in favor
of Administrative Agent and the Lenders as of the Closing Date and, unless
otherwise expressly limited to the Closing Date, as of the date of each
Borrowing. All of these representations and warranties shall survive the Closing
Date, the issuance of any Notes and the making of the Loans:

     4.1  Corporate Existence and Business. Borrower is a corporation duly
organized and validly existing in good standing under the laws of its
jurisdiction of incorporation and is duly qualified to do business and is in
good standing in each jurisdiction in which such qualification is necessary to
execute, deliver and perform this Agreement and each other Credit Facility
Document to which it is or is to become a party.

     4.2  Power and Authorization; Enforceable Obligations. Borrower has full
power and authority and the legal right to execute, deliver and perform this
Agreement and each other Credit Facility Document to which it is or is to become
a party and to take all action as may be necessary to complete the transactions
contemplated hereunder and thereunder. Borrower has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Agreement and each other Credit Facility Document to which it is or is to become
a party to complete the transactions contemplated hereby. No consent or
authorization of, filing with, or other act by or in respect of any other Person
or Governmental Authority is required in connection with the execution, delivery
or performance by Borrower, or the validity or enforceability as to Borrower, of
this Agreement and each other Credit Facility Document to which it is or is to
become a party, except such consents or authorizations or filings or other acts
as have already been obtained or where the failure to obtain such consent or
authorization could not reasonably be expected to have a Material Adverse Effect
on Borrower. This Agreement and each other Credit Facility Document to which
Borrower is a party have been duly executed and delivered by Borrower and
constitute, and each other Credit Facility Document to which it is to become a
party will upon execution and delivery thereof by Borrower and the other parties
thereto (if any) constitutes, a legal, valid and binding obligation of Borrower
enforceable against it in accordance with its terms except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the right of creditors generally and by general
principles of equity.

     4.3  No Legal Bar. The execution, delivery and performance by Borrower of
this Agreement and each other Credit Facility Document to which it is or is to
become a party to complete the transactions contemplated hereby and the making
by Borrower of any payments hereunder or under any other Credit Facility
Document to which it is a party will not violate any

                                       19

<PAGE>

applicable law or any material contractual obligation of Borrower and will not
result in, or require, the creation or imposition of any Lien on any of the
properties or revenues of Borrower pursuant to any applicable law or any such
contractual obligation except, in each case, where such violation, creation or
imposition could not reasonably be expected to have a Material Adverse Effect on
Borrower.

     4.4 No Proceeding, Litigation or Investigation. No litigation, proceeding
or investigation of or before any Governmental Authority is pending or, to the
knowledge of Borrower, threatened in writing against Borrower, except where such
litigation, proceeding or investigation could not reasonably be expected to have
a Material Adverse Effect on Borrower.

     4.5 Governmental Approvals. All governmental authorizations and actions
necessary in connection with the execution and delivery by Borrower of this
Agreement and the performance of its obligations hereunder have been obtained or
performed and remain valid and in full force and effect.

     4.6 Financial Statements. All quarterly and annual financial statements of
Borrower and its consolidated subsidiaries heretofore delivered by Borrower to
Administrative Agent were true, correct and complete in all material respects,
did not fail to disclose any material liabilities, whether direct or contingent,
and fairly presented in all material respects the financial condition of
Borrower and its consolidated subsidiaries, as the case may be, in each case as
of the date delivered and were prepared in accordance with GAAP. Since June 30,
2002, there has been no material adverse change in the business, operations,
property, assets or financial condition of Borrower and its consolidated
subsidiaries taken as a whole.

     4.7 True and Complete Disclosure. All factual information heretofore or
contemporaneously furnished by Borrower or its representatives in writing to
Administrative Agent or any Lender for purposes of or in connection with this
Agreement or any transaction contemplated herein was true and accurate in all
material respects on the date as of which such information was dated or
certified and at such date did not omit to state any fact necessary to make such
information not misleading at such time in light of the circumstances under
which such information was provided. The information referred to in the
immediately preceding sentence furnished to Administrative Agent or any Lender
on or prior to the Closing Date, taken as a whole, as updated or supplemented
from time to time, is true and correct in all material respects as of the
Closing Date, and as of the Closing Date all such information does not omit to
state any fact which could reasonably be expected to have a Material Adverse
Effect on Borrower.

     4.8 Investment Company Act. Borrower is not an "investment company" within
the meaning of the Investment Company Act of 1940, as amended and is exempt from
regulation under PUHCA and the Federal Power Act.

     4.9 Compliance with Law. There is no violation by Borrower or any
Significant Subsidiary of any Governmental Rule which could reasonably be
expected to have a Material Adverse Effect on Borrower. Except as have been
delivered to Administrative Agent, no notices of violation of any Governmental
Rule have been issued, entered or received by Borrower.

                                       20

<PAGE>

     4.10 ERISA. Borrower and any other Person which is under common control
(within the meaning of Section 414(b) or (c) of the Code) with Borrower have
fulfilled their obligations (if any) under the minimum funding standards of
ERISA and the Code for each ERISA Plan in compliance in all material respects
with the currently applicable provisions of ERISA and the Code and have not
incurred any liability to the PBGC or an ERISA Plan under Title IV of ERISA
(other than liability for premiums due in the ordinary course). Assuming that
the credit extended hereunder does not involve the assets of any employee
benefit plan subject to ERISA, neither the execution of this Agreement nor the
consummation of the transactions contemplated hereby will involve a Prohibited
Transaction.

     4.11 Solvency. Borrower and each Significant Subsidiary is, and after
giving effect to the incurrence of all Indebtedness and obligations being
incurred in connection with this Agreement and the other Credit Facility
Documents, will be and will continue to be, Solvent.

     4.12 Margin Stock. No indebtedness being reduced or retired out of the
proceeds of the Loans was incurred for the purpose of purchasing or carrying any
"margin stock" (within the meaning of Regulation U).

                                       21

<PAGE>

                                   ARTICLE V.
                              COVENANTS OF BORROWER

     Borrower covenants and agrees that until the repayment in full of the
Obligations (other than those contingent obligations that are intended to
survive the termination of this Agreement or the other Credit Facility
Documents) and the expiration and termination of all Commitments, unless
Administrative Agent on behalf of the Lenders waives compliance in writing:

     5.1 Existence. Borrower shall, and shall cause each Significant Subsidiary
to, maintain and preserve its existence in good standing in the state of its
formation and its qualification to do business in each other jurisdiction where
such qualification is necessary and all material rights, privileges and
franchises necessary in the normal conduct of its business.

     5.2 Consents, Legal Compliance. Borrower shall maintain in full force and
effect all consents of any Governmental Authority that are required to be
obtained by it in order for it to perform its obligations under this Agreement
and will obtain any that may become necessary in the future.

     5.3 Prohibition of Certain Transfers.

         Borrower shall not, and shall not permit any Significant Subsidiary
to, liquidate or dissolve, or combine, consolidate or merge with or into another
Person (other than any consolidation or mergers between or among Borrower and
its Significant Subsidiaries); except that Borrower or any Significant
Subsidiary may combine, consolidate or merge with another Person if (i) Borrower
or a Significant Subsidiary, as the case may be, is the surviving corporation of
such merger, consolidation or combination; (ii) after giving effect thereto,
Borrower's long term unsecured indebtedness ratings from Moody's and S&P are at
least Baa2 and BBB-, respectively, or Baa3 and BBB, respectively; (iii) prior to
such merger, consolidation or combination, and after giving effect thereto, no
Inchoate Default or Event of Default shall have occurred and be continuing; (iv)
Borrower shall have provided pro forma calculations to Administrative Agent
demonstrating that, to the reasonable satisfaction of Administrative Agent,
after giving effect to such merger, consolidation or combination, the projected
ratio of Total Debt to Capitalization for the next succeeding fiscal quarter
will be less than or equal to 0.60 to 1.00 and the projected EBITDA to Interest
Ratio for the next succeeding twelve months will be greater than or equal to
2.50 to 1.00; and (v) Borrower's rights and obligations under this Agreement and
Administrative Agent's rights and obligations under this Agreement shall not be
diminished in any manner as a result of such merger, consolidation or
combination.

                                       22

<PAGE>

          5.3.1

          Except as set forth in this Section 5.3 or sales that are in the
nature of financing leases, Borrower shall not, and shall not permit any
Significant Subsidiary to, sell, lease, assign or otherwise transfer or dispose
of, directly or indirectly, all or any substantial part of its or such
Significant Subsidiary's property, business or assets; provided that (i)
Borrower or any Significant Subsidiary may sell, lease or otherwise transfer or
dispose of, directly or indirectly, assets to Borrower or any Significant
Subsidiary and (ii) Borrower may sell, contribute or otherwise transfer its
transmission and transmission-related assets for fair value to a regional
transmission organization.

          5.3.2 Except as set forth in this Section 5.3 or on Schedule 5.3,
Borrower shall not, and shall not permit any Significant Subsidiary to,
mortgage, pledge or encumber all or substantially all of its assets; provided
that Borrower and any subsidiary of Borrower may enter into limited recourse
project financing transactions (including in the form of synthetic leases) in
the ordinary course of Borrower's or such subsidiary's business.

          5.3.3 Except as set forth in this Section 5.3, Borrower shall not
sell, assign or otherwise transfer, by way of collateral assignment or
otherwise, or dispose of, directly or indirectly (by way of collateral
assignment or otherwise) any Equity Interest in any Significant Subsidiary;
provided that Borrower or any subsidiary of Borrower may engage in limited
recourse project financing transactions as provided in Section 5.3.3.

     5.4  Payment and Performance of Material Obligations. Borrower shall, and
shall cause each Significant Subsidiary to, pay and perform all its material
obligations, howsoever arising, as and when due and payable or required to be
performed, except (a) such as may be contested in good faith or as to which a
bona fide dispute may exist; provided that adequate reserves have been
established in accordance with GAAP, and (b) trade payables which shall be paid
in the ordinary course of business.

     5.5  Taxes. Borrower shall, and shall cause each Significant Subsidiary to,
file all tax returns and pay, or cause to be paid, as and when due and prior to
delinquency, all material taxes, assessments and governmental charges of any
kind that may at any time be lawfully assessed or levied against or with respect
to it; provided that Borrower or any Significant Subsidiary may contest in good
faith any such taxes, assessments and other charges and, in such event, may
permit the taxes, assessments or other charges so contested to remain unpaid
during any period, including appeals, when such Person is in good faith
contesting the same, so long as (a) adequate reserves have been established in
accordance with GAAP, (b) enforcement of the contested tax, assessment or other
charge is effectively stayed for the entire duration of such contest if such
enforcement could reasonably be expected to have a Material Adverse Effect on
Borrower, and (c) any tax, assessment or other charge determined to be due,
together with any interest or penalties thereon, is promptly paid as required
after final resolution of such contest.

     5.6  Maintenance of Property, Insurance. Borrower shall, and shall cause
each Significant Subsidiary to, (a) keep all property useful and necessary in
its business in good

                                       23

<PAGE>

working order and condition except where the failure to so maintain could not
reasonably be expected to have a Material Adverse Effect on Borrower, (b)
maintain proper books and records in accordance with GAAP, (c) permit
Administrative Agent to visit and inspect its properties at reasonable times and
upon reasonable notice, (d) maintain with financially sound and reputable
insurance companies insurance on all its property in at least such amounts and
against at least such risks as are in accordance with normal industry practice,
or make provisions reasonably satisfactory to Administrative Agent for
self-insurance in accordance with normal industry practice, and (e) furnish to
Administrative Agent, upon written request, full information as to the insurance
carried.

     5.7  Compliance with Laws, Instruments, Etc. Borrower shall, and shall
cause each Significant Subsidiary to, promptly comply, or cause compliance, with
all Governmental Rules (except where the failure to comply could not reasonably
be expected to have a Material Adverse Effect on Borrower) including
Governmental Rules relating to pollution control, environmental protection,
equal employment opportunity or employee benefit plans, ERISA Plans and employee
safety.

     5.8  No Change in Business. Borrower shall maintain a substantial part of
its business in the power industry and businesses reasonably related thereto and
Borrower shall cause each Significant Subsidiary to maintain as a substantial
part of its business the general type of business now conducted by such
Significant Subsidiary. Borrower shall not extend credit for the purpose of
purchasing or carrying margin stock (as defined in Regulations T, U or X of the
Federal Reserve Board).

     5.9  Financial Statements. Unless Administrative Agent otherwise consents,
deliver or cause to be delivered to Administrative Agent, in form and detail
reasonably satisfactory to Administrative Agent:

          5.9.1 As soon as practicable and in any event within 60 days after the
end of the first, second and third quarterly accounting periods of its fiscal
year, an unaudited consolidated balance sheet of Borrower and its consolidated
subsidiaries as of the last day of such quarterly period and the related
statements of income, cash flow, and partners' capital (where applicable) for
such quarterly period and (in the case of the second and third quarterly
periods) for the portion of the fiscal year ending with the last day of such
quarterly period, setting forth in each case in comparative form corresponding
unaudited figures from the preceding fiscal year; and

          5.9.2 As soon as practicable and in any event within 120 days after
the close of each applicable fiscal year, audited consolidated financial
statements of Borrower and its consolidated subsidiaries. Such financial
statements shall include a statement of equity, a balance sheet as of the close
of such year, an income and expense statement, reconciliation of capital
accounts (where applicable) and a statement of cash flow, all prepared in
accordance with GAAP, certified by an independent certified public accountant
selected by Borrower. Such certificate shall not be qualified or limited because
of restricted or limited examination by such accountant of any material portion
of the records of Borrower.

                                       24

<PAGE>

          5.9.3  Each time the financial statements are delivered under Sections
5.9.1 or 5.9.2, deliver, along with such financial statements, a certificate
signed by a Responsible Officer of Borrower (i) setting forth reasonably
detailed calculations demonstrating compliance with Section 5.11 and including a
schedule describing all Contingent Obligations of Borrower, and (ii) certifying
that (A) such Responsible Officer has made or caused to be made a review of the
transactions and financial condition of Borrower during the relevant fiscal
period and that, to such Responsible Officer's knowledge, Borrower is in
compliance with all applicable material provisions of each Credit Facility
Document to which Borrower is a party or, if such is not the case, stating the
nature of such non-compliance and the corrective actions which Borrower has
taken or proposes to take with respect thereto, and (B) such financial
statements are true and correct in all material respects and that no material
adverse change in the consolidated assets, liabilities, operations, or financial
condition of Borrower has occurred since the date of the immediately preceding
financial statements provided to Administrative Agent or, if a material adverse
change has occurred, the nature of such change.

          5.9.4  As long as Borrower is required or permitted to file reports
under the Securities Exchange Act of 1934, as amended, a copy of its report on
Form 10-Q shall satisfy the requirements of Section 5.9.1 and a copy of
Borrower's report on Form 10-K shall satisfy the requirements of Section 5.9.2.

     5.10 Notices. Borrower shall promptly, upon acquiring notice or giving
notice, as the case may be, or obtaining knowledge thereof, deliver written
notice to Administrative Agent of:

          5.10.1 Any litigation or investigation pending or threatened in
writing against Borrower or any Significant Subsidiary involving claims against
Borrower or such Significant Subsidiary that could reasonably be expected to
have a Material Adverse Effect on Borrower, such notice to include copies of all
papers filed in such litigation or investigation and to be given monthly if any
such papers have been filed since the last notice given;

          5.10.2 Any dispute or disputes which may exist between Borrower or any
Significant Subsidiary and any Governmental Authority and which involve (i)
claims against Borrower or such Significant Subsidiary that could reasonably be
expected to have a Material Adverse Effect on Borrower, (ii) injunctive or
declaratory relief that could reasonably be expected to have a Material Adverse
Effect on Borrower, (iii) revocation or material modification or the like of any
applicable material permit or imposition of additional material conditions with
respect thereto, or (iv) any liens for any material amount of taxes due but not
paid;

          5.10.3 Any default under this Agreement or under any other agreement
with respect to any Indebtedness of Borrower outstanding in an amount equal to
or in excess of $50,000,000 or the acceleration of Indebtedness of Borrower for
borrowed money in an amount equal to or in excess of $10,000,000;

          5.10.4 Borrower being placed on watch or review for possible rating
down-grade by S&P or Moody's;

                                       25

<PAGE>

          5.10.5 Any negative change, from the date hereof, from the rating
given to Borrower's long-term senior unsecured debt by either S&P or Moody's;
and

          5.10.6 Any event or circumstance which could reasonably be expected to
have a Material Adverse Effect on Borrower.

     5.11 Financial Covenants.

          5.11.1 Borrower shall maintain, as of the last day of each fiscal
quarter, a ratio of Total Debt to Capitalization, for the fiscal quarter then
ended, of less than or equal to 0.60 to 1.00.

          5.11.2 Borrower shall maintain, as of the last day of each fiscal
quarter, an EBITDA to Interest Ratio of greater than or equal to 2.50 to 1.00.

                                       26

<PAGE>

          5.11.3 Borrower shall comply with the limitation on short-term
indebtedness imposed on Borrower by the Florida Public Service Commission.

     5.12 Indemnification.

          5.12.1 Borrower shall indemnify, defend and hold harmless
Administrative Agent and each Lender, each of their Affiliates and their
respective officers, directors, shareholders, controlling persons, employees,
agents and servants (collectively, the "Indemnitees") from and against and
reimburse the Indemnitees for any and all penalties, claims, damages, losses,
liabilities and obligations, of any kind or nature whatsoever, that may be
imposed upon, incurred by or asserted or awarded against any Indemnitee in any
way relating to or arising out of or in connection with this Agreement, the
other Credit Facility Documents, the use by Borrower of the proceeds hereof, or
any related claim or investigation, litigation or proceeding, or the preparation
of any defense with respect thereto, and will reimburse each Indemnitee for all
reasonable expenses (including all reasonable costs and expenses of a single
legal counsel, together with a single legal counsel in each applicable
jurisdiction, and all reasonable costs and expenses of multiple legal counsels
to the extent necessary in the event that (i) the circumstances giving rise to
such indemnification create an ethical conflict for such single counsel or (ii)
the Indemnitees have inconsistent or conflicting defenses) incurred in
connection with the investigation of, preparation for or defense of any pending
or threatened claim, investigation, litigation or proceeding, whether or not
such investigation, litigation or proceeding is brought by Borrower, or an
Indemnitee is otherwise a party thereto (but not in respect of any claim or
action brought by Borrower against any Indemnitee to enforce its rights
hereunder or under any other Credit Facility Document), and whether or not the
transactions contemplated by the Credit Facility Documents are consummated
(collectively, "Subject Claims").

          5.12.2 The foregoing indemnities shall not apply with respect to an
Indemnitee, to the extent any such claim, penalty, damage, loss, liability,
obligation, cost, disbursement or expense incurred by or asserted or awarded
against such Indemnitee is found in a final, non-appealable judgment by a court
of competent jurisdiction to have resulted from the gross negligence or willful
misconduct of such Indemnitee, but shall continue to apply to other Indemnitees.
Without limiting the generality of the foregoing, Borrower shall not be liable
for any special, indirect, consequential or punitive damages suffered by an
Indemnitee, including any loss of profits, business or anticipated savings of
such Indemnitee, other than any such damages or losses imposed upon or asserted
or awarded against any Indemnitee by a third party.

                                       27

<PAGE>

          5.12.3 If for any reason the foregoing indemnification is unavailable
to any Indemnitee or is insufficient to hold it harmless, then Borrower shall
contribute to the amount paid or payable by such Indemnitee as a result of such
loss, claim, damage or liability in such proportion as is appropriate to reflect
the relative economic interests of Borrower and its equity holders on the one
hand and such Indemnitee on the other hand in the matters contemplated by this
Agreement and the other Credit Facility Documents as well as the relative fault
of Borrower and such Indemnitee with respect to such loss, claim, damage or
liability and any other relevant equitable considerations.

          5.12.4 The provisions of this Section 5.12 shall survive the
satisfaction or discharge of Borrower's obligations hereunder, and shall be in
addition to any other rights and remedies of the Lenders.

          5.12.5 In case any action, suit or proceeding shall be brought against
any Indemnitee, such Indemnitee shall promptly notify Borrower of the
commencement thereof, and Borrower shall be entitled, at its expense, acting
through counsel reasonably acceptable to such Indemnitee, to participate in,
and, to the extent that Borrower desires, to assume and control the defense
thereof. Such Indemnitee shall be entitled, at its expense, to participate in
any action, suit or proceeding the defense of which has been assumed by
Borrower. Notwithstanding the foregoing, Borrower shall not be entitled to
assume and control the defense of any such action, suit or proceedings if and to
the extent that, in the reasonable opinion of such Indemnitee and its counsel,
such action, suit or proceeding involves the potential imposition of criminal
liability upon such Indemnitee or a conflict of interest between such Indemnitee
and Borrower (unless such conflict of interest is waived in writing by the
affected Indemnitees), and in such event (other than with respect to disputes
between such Indemnitee and another Indemnitee) Borrower shall pay the
reasonable expenses of such Indemnitee in such defense to the extent provided in
Sections 5.12.1 and 5.12.2.

          5.12.6 Borrower shall promptly report to the relevant Indemnitee(s) on
the status of such action, investigation, suit or proceeding the defense of
which is assumed by Borrower in accordance with Section 5.12.5, as material
developments shall occur and from time to time as requested by such Indemnitee
(but not more frequently than every 60 days). Borrower shall deliver to such
Indemnitee a copy of each document filed or served on any party in such action,
investigation, suit or proceeding, and each material document which Borrower
possesses relating to such action, investigation, suit or proceeding.

                                       28

<PAGE>

          5.12.7 Notwithstanding Borrower's rights hereunder to control certain
actions, investigations, suits or proceedings, if any Indemnitee reasonably
determines that failure to compromise or settle any Subject Claim made against
such Indemnitee is reasonably likely to have an imminent and material adverse
effect on such Indemnitee or such Indemnitee's interest in Borrower, such
Indemnitee shall be entitled to compromise or settle such Subject Claim;
provided that such Indemnitee consults with and coordinates such compromise or
settlement with Borrower (although no prior consent by Borrower to any such
compromise or settlement shall be required); and provided further that with
respect to any Indemnitee other than a Lender, such right may be exercised only
with the consent of the Lender or Lenders which such Indemnitee is affiliated
with or engaged by. Any such compromise or settlement shall be binding upon
Borrower for the purposes of this Section 5.12. Notwithstanding Borrower's
rights hereunder, Borrower shall not be entitled to settle any Subject Claim of
an Indemnitee without the prior written consent of such Indemnitee or a full
release of such Indemnitee, in form and substance satisfactory to such
Indemnitee. Upon payment of any Subject Claim by Borrower pursuant to this
Section 5.12 or other similar indemnity provisions contained herein to or on
behalf of an Indemnitee, Borrower, without any further action, shall be
subrogated to any and all claims that such Indemnitee may have relating thereto,
and such Indemnitee shall cooperate with Borrower and Borrower's insurance
carrier, and give such further assurances as are necessary or advisable to
enable Borrower vigorously to pursue such claims.

          5.12.8 Any amounts payable by Borrower pursuant to this Section 5.12
shall be regularly payable within 30 days after Borrower receives an invoice for
such amounts from any applicable Indemnitee, and if not paid within such 30-day
period, shall bear interest at the Default Rate.

          5.12.9 Notwithstanding anything to the contrary set forth herein,
except as provided in Section 5.12.1 or 5.12.5, Borrower shall not, in
connection with any one legal proceeding or claim, or separate but related
proceedings or claims arising out of the same general allegations or
circumstances, in which the interests of the Indemnitees do not materially
differ, be liable to the Indemnitees (or any of them) under any of the
provisions set forth in this Section 5.12 for the fees and expenses of more than
one separate firm of attorneys (which firm shall be selected by the affected
Indemnitees, or upon failure to so select, by Administrative Agent).

     5.13 Federal Regulations. Borrower shall not use any part of the proceeds
of the Loans to purchase or carry any "margin stock" (within the meaning of
Regulation U) or to purchase, carry or trade in any securities under such
circumstances as to involve Borrower in a violation of Regulation X or to
involve any broker or dealer in Regulation T.

                                  ARTICLE VI.
                           EVENTS OF DEFAULT; REMEDIES

     6.1 Events of Default. The occurrence of any of the following events shall
constitute an event of default ("Event of Default") hereunder:

                                       29

<PAGE>

          6.1.1  Payments. Borrower shall fail to pay, in accordance with the
terms of this Agreement, (i) any principal on any Loan on the date such sum is
due, (ii) any interest on any Loan or any scheduled fee, cost, charge or sum due
hereunder or under any other Credit Facility Document, within three Banking Days
after the date that such sum is due, or (iii) any other fee, cost, charge or
other sum due under this Agreement or any other Credit Facility Document, within
30 days after written notice that such sum is due and has not been paid.

          6.1.2  Debt Cross Default. (i) Borrower or any Significant Subsidiary
shall default for a period beyond any applicable grace period (a) in the payment
of any principal, interest or other amount due under any Indebtedness (other
than trade payables or non-recourse indebtedness), or (b) any other event shall
occur or condition shall exist under an agreement, or related agreements, under
which Borrower or any Significant Subsidiary has outstanding Indebtedness (other
than trade payables or non-recourse indebtedness), if the effect of such event
or condition is to permit the acceleration of the maturity of such Indebtedness
(other than trade payables or non-recourse indebtedness), and the outstanding
amount or amounts payable under all such Indebtedness under clause (a) and (b)
equals or exceeds $50,000,000 or (ii) an event of default shall have occurred
and be continuing under an agreement, or related agreements, under which
Borrower or any Significant Subsidiary has outstanding Indebtedness (other than
trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the
case of this clause (ii), such debt has been accelerated by the holder of such
debt, or the holder of such debt has attempted to accelerate but such
acceleration was prevented by applicable Governmental Rule.

          6.1.3  Bankruptcy; Insolvency. Borrower or any Significant Subsidiary
shall become subject to a Bankruptcy Event.

          6.1.4  Misstatements; Omissions. Any representation or warranty of
Borrower set forth in this Agreement or any other Credit Facility Document shall
be untrue or misleading in any material respect as of the time made and such
untrue or misleading representation or warranty (i) is having or could
reasonably be expected to result in a Material Adverse Effect on Borrower and
(ii) shall remain unremedied by Borrower for a period of 30 days after the
earlier of the date that Borrower becomes aware thereof or receives written
notice thereof from Administrative Agent.

          6.1.5  Breach of Terms of Agreement. Borrower shall fail to perform or
observe any of the covenants set forth in this Agreement and (except with
respect to any covenants set forth in Section 5.1 (with respect to its
obligation to maintain its existence), 5.3, 5.8 or 5.11) such failure shall
continue unremedied for 30 days after Borrower becomes aware thereof or receives
written notice with respect thereto from Administrative Agent.

          6.1.6  Judgments. A final judgment or judgments shall be entered
against Borrower or any Significant Subsidiary in the amount of $50,000,000 or
more (net of amounts covered by insurance) individually or in the aggregate
(other than (i) a judgment which is fully discharged within 30 days after its
entry, or (ii) a judgment, the execution of which is effectively stayed within
30 days after its entry but only for 30 days after the date on which such stay
is terminated or expires) or, in the case of injunctive relief, which if left
unstayed could reasonably be expected to have a Material Adverse Effect on
Borrower.

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<PAGE>

          6.1.7  Change in Control. Without the consent of the Majority Lenders,
TECO shall cease to directly or indirectly own and control at least 80% of (i)
the economic interests and (ii) the voting interests (whether by committee,
contract or otherwise) in Borrower.

          6.1.8  ERISA Violations. If Borrower or any ERISA Affiliate should
establish, maintain, contribute to or become obligated to contribute to any
ERISA Plan and (a) a Reportable Event shall have occurred with respect to any
ERISA Plan; or (b) a trustee shall be appointed by a United States District
Court to administer any ERISA Plan; or (c) the PBGC shall institute proceedings
to terminate any ERISA Plan; or (d) a complete or partial withdrawal by Borrower
or any ERISA Affiliate from any Multiemployer Plan shall have occurred, or any
Multiemployer Plan shall enter reorganization status, become insolvent, or
terminate (or notify Borrower or any ERISA Affiliate of its intent to terminate)
under Section 4041A of ERISA; or (e) any ERISA Plan experiences an accumulated
funding deficiency under Code Section 412(b); or (f) Borrower or any ERISA
Affiliate incurs any liability for a Prohibited Transaction under ERISA Section
502; provided that any of the events described in this Section 6.1.8 shall
result in joint liability to Borrower and all ERISA Affiliates in excess of
$5,000,000.

          6.1.9  Security.Any of the Credit Facility Documents, once executed
and delivered, shall, except as the result of acts or omissions of
Administrative Agent or the Lenders, fail to provide Administrative Agent and
the Lenders the liens, security interest, rights, titles, interest, remedies
permitted by law, powers or privileges intended to be created thereby or cease
to be in full force and effect (except as expressly contemplated by the terms
thereof), or the validity thereof or the applicability thereof to the Loans or
other obligations purported to be secured or guaranteed thereby or any part
thereof shall be disaffirmed by or on behalf of Borrower or any other party
thereto (other than Administrative Agent or the Lenders).

     6.2  Remedies. Upon the occurrence and during the continuation of an Event
of Default, Administrative Agent and the Lenders may, at the election of the
Required Lenders, without further notice of default, presentment or demand for
payment, protest or notice of nonpayment or dishonor, or other notices or
demands of any kind, all such notices and demands other than notices required by
this Agreement or any of the other Credit Facility Documents being waived (to
the extent permitted by Governmental Rule), exercise any or all of the following
rights and remedies, in any combination or order that the Required Lenders may
elect, in addition to such other rights or remedies as the Lenders may have
hereunder, under the other Credit Facility Documents or at law or in equity.

          6.2.1  No Further Loans. Administrative Agent and the Lenders may
refuse and shall not be obligated to continue any Loans or to make any
additional Loans; provided that in the event of an Event of Default occurring
under Section 6.1.3 of this Agreement with respect to Borrower, the foregoing
shall take effect immediately and without further act of Administrative Agent or
the Lenders.

          6.2.2  Cure by Administrative Agent. Without any obligation to do so
but only during any time when a Loan is outstanding or any other amounts are due
and owing hereunder to Administrative Agent or the Lenders, Administrative Agent
may make disbursements or Loans to or on behalf of Borrower to cure any Event of
Default or Inchoate Default hereunder as the Required Lenders in their sole
discretion may consider necessary or appropriate, whether to

                                       31

<PAGE>

preserve and protect the Lenders' interests under this Agreement or any Credit
Facility Documents or for any other reason, and all sums so expended, together
with interest on such total amount at the Default Rate (but in no event shall
the rate exceed the maximum lawful rate, if applicable), shall be repaid by
Borrower to Administrative Agent on demand and shall be secured by this
Agreement and the other Credit Facility Documents and shall constitute an
Obligation, notwithstanding that such expenditures may, together with amounts
advanced under this Agreement, exceed the amount of the Total Commitment.

          6.2.3  Acceleration. Administrative Agent and the Lenders may declare
and make all sums of accrued and outstanding principal and accrued but unpaid
interest remaining under this Agreement together with all unpaid fees, costs
(including Liquidation Costs) and charges due hereunder or under any other
Credit Facility Document, immediately due and payable and require Borrower
immediately, without presentment, demand, protest or other notice of any kind,
all of which Borrower hereby expressly waives, to pay Administrative Agent or
the Lenders an amount in immediately available funds equal to the aggregate
amount of any outstanding Loans; provided that in the event of an Event of
Default occurring under Section 6.1.3 of this Agreement with respect to
Borrower, all such amounts shall become immediately due and payable without
further act of Administrative Agent or the Lenders.

                                  ARTICLE VII.
              ADMINISTRATIVE AGENT, SUBSTITUTION, AMENDMENTS, ETC.

     7.1  Appointment, Powers and Immunities.

          7.1.1  Each Lender hereby appoints and authorizes Administrative Agent
to act as its agent hereunder and under the other Credit Facility Documents with
such powers as are expressly delegated to Administrative Agent by the terms of
this Agreement and the other Credit Facility Documents, together with such other
powers as are reasonably incidental thereto. Administrative Agent shall not have
any duties or responsibilities except those expressly set forth in this
Agreement or in any other Credit Facility Document, or be a trustee for any
Lender. Notwithstanding anything to the contrary contained herein,
Administrative Agent shall not be required to take any action which is contrary
to this Agreement or any other Credit Facility Document or any Governmental Rule
or exposes Administrative Agent to any liability. Each of Administrative Agent,
the Lenders and any of their respective Affiliates shall not be responsible to
any other Lender for any recitals, statements, representations or warranties
made by Borrower or its Affiliates contained in this Agreement or in any
certificate or other document referred to or provided for in, or received by
Administrative Agent, or any Lender under this Agreement, for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement, the Notes or any other document referred to or provided for herein or
for any failure by Borrower, its respective Affiliates to perform their
respective obligations hereunder or thereunder. Administrative Agent may employ
agents and attorneys in fact and shall not be responsible for the negligence or
misconduct of any such agents or attorneys in fact selected by it with
reasonable care.

          7.1.2  Administrative Agent and its directors, officers, employees or
agents shall not be responsible for any action taken or omitted to be taken by
it or them hereunder or under any other Credit Facility Document or in
connection herewith or therewith, except for its

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<PAGE>

or their own gross negligence or willful misconduct. Without limiting the
generality of the foregoing, Administrative Agent (a) may treat the payee of any
Note as the holder thereof until Administrative Agent receives written notice of
the assignment or transfer thereof signed by such payee and in form satisfactory
to Administrative Agent; (b) may consult with legal counsel (including counsel
for Borrower), independent public accountants and other experts selected by it
and shall not be liable for any action taken or omitted to be taken in good
faith by them in accordance with the advice of such counsel, accountants or
experts; (c) makes no warranty or representation to any Lender for any
statements, warranties or representations made in or in connection with any
Credit Facility Document; (d) shall not have any duty to ascertain or to inquire
as to the performance or observance of any of the terms, covenants or conditions
of any Credit Facility Document on the part of any party thereto or to inspect
the property (including the books and records) of Borrower or any other Person;
and (e) shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of any Credit
Facility Document or any other instrument or document furnished pursuant hereto.
Except as otherwise provided under this Agreement and the other Credit Facility
Documents, Administrative Agent shall take such action with respect to the
Credit Facility Documents as shall be directed by the Majority Lenders or
Required Lenders, as the case may be.

     7.2  Reliance. Administrative Agent shall be entitled to rely upon any
certificate, notice or other document (including any cable, telegram, telecopy
or telex) believed by it to be genuine and correct and to have been signed or
sent by or on behalf of the proper Person or Persons, and upon advice and
statements of legal counsel, independent accountants and other experts selected
by Administrative Agent. As to any other matters not expressly provided for by
this Agreement, Administrative Agent shall not be required to take any action or
exercise any discretion, but shall be required to act or to refrain from acting
upon instructions of the Majority Lenders or Required Lenders, as the case may
be (except that Administrative Agent shall not be required to take any action
which exposes Administrative Agent to personal liability or which is contrary to
this Agreement, any other Credit Facility Document or any Governmental Rule).
Administrative Agent shall in all cases (including when any action by
Administrative Agent alone is authorized hereunder, if Administrative Agent
elects in its sole discretion to obtain instructions from the Majority Lenders
or Required Lenders, as the case may be) be fully protected in acting, or in
refraining from acting, hereunder or under any other Credit Facility Document in
accordance with the instructions of the Majority Lenders or the Required
Lenders, as the case may be, and such instructions of the Majority Lenders or
the Required Lenders, as the case may be, and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders.

     7.3  Non-Reliance. Each Lender represents that it has, independently and
without reliance on Administrative Agent or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own appraisal
of the financial condition and affairs of Borrower and decision to enter into
this Agreement and agrees that it will, independently and without reliance upon
Administrative Agent, or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
appraisals and decisions in taking or not taking action under this Agreement.
Each of Administrative Agent and any Lender shall not be required to keep
informed as to the performance or observance by Borrower or its Affiliates under
this Agreement or any other

                                       33

<PAGE>

document referred to or provided for herein or to make inquiry of, or to inspect
the properties or books of Borrower or its Affiliates.

     7.4  Defaults. Administrative Agent shall not be deemed to have knowledge
or notice of the occurrence of any Inchoate Default or Event of Default, unless
such default relates to the payment of principal, interest and fees required to
be paid to the Administrative Agent for the account of the Lenders, or
Administrative Agent has received a notice from a Lender or Borrower, referring
to this Agreement, describing such Inchoate Default or Event of Default and
indicating that such notice is a notice of default. If Administrative Agent
receives such a notice of the occurrence of an Inchoate Default or Event of
Default, Administrative Agent shall give notice thereof to the Lenders.
Administrative Agent shall take such action with respect to such Inchoate
Default or Event of Default as is provided in Article VI or if not provided for
in Article VI, as Administrative Agent shall be reasonably directed by the
Required Lenders; provided, however, unless and until Administrative Agent shall
have received such directions, Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Inchoate Default or Event of Default as it shall deem advisable in the
best interest of the Lenders.

     7.5  Indemnification. Without limiting the Obligations of Borrower
hereunder, each Lender agrees to indemnify Administrative Agent, ratably in
accordance with its Proportionate Share for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may at any time
be imposed on, incurred by or asserted against Administrative Agent in any way
relating to or arising out of this Agreement or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or the enforcement of any of the terms hereof or thereof or of any such other
documents; provided, however, that no Lender shall be liable for any of the
foregoing to the extent they arise from Administrative Agent's gross negligence
or willful misconduct. Administrative Agent shall be fully justified in refusing
to take or to continue to take any action hereunder or under any other Credit
Facility Document unless it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action. Without limitation
of the foregoing, each Lender agrees to reimburse Administrative Agent promptly
upon demand for its Proportionate Share of any out-of-pocket expenses (including
counsel fees) incurred by Administrative Agent in connection with the
preparation, execution, administration or enforcement of, or legal advice in
respect of rights or responsibilities under, the Credit Facility Documents, to
the extent that Administrative Agent is not reimbursed for such expenses by
Borrower. Notwithstanding the foregoing, Administrative Agent shall not be
entitled to indemnification or reimbursement of its expenses under this Section
7.5 if it would not be entitled to indemnification or reimbursement under
Sections 5.12 and 8.4, respectively.

     7.6  Successor Administrative Agent. Administrative Agent may resign
hereunder and under the TECO Credit Agreement at any time by giving written
notice thereof to the Lenders, Borrower and TECO, provided, however, that
Administrative Agent may only resign hereunder if Administrative Agent, in its
capacity as TECO Credit Facility Administrative Agent, also resigns under the
TECO Credit Agreement. Administrative Agent may be removed involuntarily only
for a material breach of its duties and obligations hereunder, under the other
Credit Facility Documents, under the TECO Credit Agreement or under the other
TECO Credit

                                       34

<PAGE>

Facility Documents, or for gross negligence or willful misconduct in connection
with the performance of its duties hereunder, under the TECO Credit Agreement,
under the other Credit Facility Documents, or under the other TECO Credit
Facility Documents and then only upon the affirmative vote of the Majority
Lenders, and the affirmative vote of the TECO Credit Facility Majority Lenders
under Section 7.6 of the TECO Credit Agreement (excluding Administrative Agent
and TECO Credit Facility Administrative Agent from such votes and Administrative
Agent's Proportionate Share of the Total Commitment and TECO Credit Agreement
Administrative Agent's Proportionate Share of the TECO Credit Facility Total
Commitment from the amounts used to determine the portion of the Total
Commitment and the TECO Credit Facility Total Commitment necessary to constitute
the required Proportionate Shares of the remaining Lenders and the remaining
TECO Credit Facility Lenders). Upon any such resignation or removal, the
Majority Lenders, together with the TECO Credit Facility Majority Lenders
pursuant to Section 7.6 of the TECO Credit Agreement shall have the right to
appoint the same successor Administrative Agent and TECO Credit Facility
Administrative Agent hereunder and under the TECO Credit Agreement with the
consent of Borrower and TECO, which consent shall not be unreasonably withheld
or delayed; provided that Borrower's consent shall not be required if an Event
of Default shall have occurred and be continuing at such time hereunder and TECO
Energy's consent shall not be required if an Event of Default shall have
occurred and be continuing at such time under the TECO Credit Agreement. If no
successor Administrative Agent and TECO Credit Facility Administrative Agent
shall have been so appointed by the Majority Lenders and the TECO Credit
Facility Majority Lenders and shall have accepted such appointment, within 30
days after the retiring Administrative Agent's giving of notice of resignation
or the Lenders' removal of the retiring Administrative Agent, the retiring
Administrative Agent may, on behalf of the Lenders with the consent of Borrower
and TECO (such consent not to be unreasonably withheld or delayed) appoint the
same successor Administrative Agent and TECO Credit Facility Administrative
Agent hereunder and the TECO Credit Agreement which shall be a Lender, if any
Lender shall be willing to serve, and otherwise shall be a commercial bank
having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Administrative Agent hereunder and TECO Credit
Facility Administrative Agent under the TECO Credit Facility Documents by a
successor Administrative Agent and TECO Credit Facility Administrative Agent,
such successor Administrative Agent and TECO Credit Facility Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent and TECO Credit
Facility Administrative Agent, and the retiring Administrative Agent and TECO
Credit Facility Administrative Agent shall be discharged from its duties and
obligations as Administrative Agent and TECO Credit Facility Administrative
Agent only under the Credit Facility Documents and under the TECO Credit
Facility Documents. After any retiring Administrative Agent's and TECO Credit
Facility Administrative Agent's resignation or removal hereunder as
Administrative Agent and TECO Credit Facility Administrative Agent, the
provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent and TECO
Credit Facility Administrative Agent under the Credit Facility Documents and
under the TECO Credit Facility Documents.

     7.7  Authorization. Administrative Agent is hereby authorized by the
Lenders to execute, deliver and perform each of the Credit Facility Documents to
which Administrative Agent is or is intended to be a party and each Lender
agrees to be bound by all of the agreements

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<PAGE>

of Administrative Agent contained in the Credit Facility Documents.
Administrative Agent is further authorized by the Lenders to enter into
agreements supplemental hereto for the purpose of curing any formal defect,
inconsistency, omission or ambiguity in this Agreement or any Credit Facility
Document to which it is a party.

     7.8  Administrative Agent's Other Roles. With respect to its Commitments,
the Loans made by it and any Notes issued to it, Administrative Agent shall have
the same rights and powers hereunder as any other Lender and may exercise the
same as though it were not Administrative Agent. The term "Lender" or "Lenders"
shall, unless otherwise expressly indicated, include Administrative Agent in its
individual capacity. Administrative Agent and its Affiliates may accept deposits
from, lend money to, act as trustee under indentures of, and generally engage in
any kind of business with Borrower or any other Person, without any duty to
account therefor to the Lenders. For the avoidance of doubt, Administrative
Agent may act as TECO Credit Facility Administrative Agent notwithstanding any
potential or actual conflict of interest presented by the foregoing and Borrower
and each of the Lenders hereby waives any claim against Administrative Agent or
any of its affiliates based upon any conflict of interest that Administrative
Agent may have with regard to acting as Administrative Agent hereunder and
acting in such other role.

     7.9  Amendments; Waivers. Subject to the provisions of this Section 7.9,
unless otherwise specified in this Agreement or another Credit Facility
Document, the Majority Lenders (or Administrative Agent with the consent in
writing of the Majority Lenders) and Borrower may enter into agreements
supplemental hereto for the purpose of adding, modifying or waiving any
provisions to the Credit Facility Documents or changing in any manner the rights
of the Lenders or Borrower hereunder or waiving any Inchoate Default or Event of
Default; provided, however, that no such supplemental agreement shall, without
the consent of all of the Lenders:

          (a)  Modify Section 2.1.4, 2.4.1, 2.4.2, 2.4.3, 2.5, 2.6, 2.7,
          3.1 7.1, 7.13, or 7.14; or

          (b)  Reduce the percentage specified in the definition of Majority
          Lenders or Required Lenders; or

          (c)  Permit Borrower to assign its rights under this Agreement; or

          (d)  Amend this Section 7.9 or amend any defined term set forth
          herein, in any Credit Facility Document or in Exhibit A, to the extent
          such amendment would have the effect of violating the effect of the
          provisions of this Section 7.9; or

          (e)  Release any collateral from a lien securing the Obligations of
          Borrower hereunder or release any funds from any account otherwise
          than in accordance with the terms hereof; or

          (f)  Extend the maturity of any Loans (including any extension of the
          Maturity Date) or any Notes or reduce the principal amount thereof; or

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<PAGE>

          (g)  Reduce the rate or change the time of payment of interest due on
          any Loan or any Note; or

          (h)  Reduce the amount or change the time of payment of any fee or
          other amount due or payable; or

          (i)  Increase the amount of the Commitment of any Lender.

     7.10 Withholding Tax.

          7.10.1  If the forms or other documentation required by Section 2.4.7
are not delivered to Administrative Agent, then Administrative Agent may
withhold from any interest payment to any Lender not providing such forms or
other documentation, an amount equivalent to the applicable withholding tax.

          7.10.2  If the Internal Revenue Service or any authority of the United
States or other jurisdiction asserts a claim that Administrative Agent did not
properly withhold tax from amounts paid to or for the account of any Lender
(because the appropriate form was not delivered, was not properly executed, or
because such Lender failed to notify Administrative Agent of a change in
circumstances which rendered the exemption from, or reduction of, withholding
tax ineffective, or for any other reason) such Lender shall indemnify
Administrative Agent fully for all amounts paid, directly or indirectly, by
Administrative Agent as tax or otherwise, including penalties and interest,
together with all expenses incurred, including legal expenses, allocated staff
costs, and any out of pocket expenses. Borrower shall not be responsible for any
amounts paid or required to be paid by a Lender under this Section 7.10.2.

          7.10.3  If any Lender sells, assigns, grants participations in, or
otherwise transfers its rights under this Agreement, the purchaser, assignee,
transferee or participant shall comply with and be bound by the terms of
Sections 2.4.7, 7.10.1 and 7.10.2 as though it were such Lender.

     7.11 General Provisions as to Payments. Administrative Agent shall promptly
distribute to each Lender its pro rata share of each payment of principal and
interest payable to the Lenders on the Loans and of fees hereunder received by
Administrative Agent for the account of the Lenders and of any other amounts
owing under the Loans. The payments made for the account of each Lender shall be
made, and distributed to it, for the account of (a) its domestic lending office
in the case of payments of principal of, and interest on, its Base Rate Loans,
(b) its domestic or foreign lending office, as each Lender may designate in
writing to Administrative Agent, in the case of payments of principal of, and
interest on, its LIBOR Loans and (c) its domestic lending office, or such other
lending office as it may designate for the purpose from time to time, in the
case of payments of fees and other amounts payable hereunder. Each Lender shall
have the right to alter its designated domestic lending office upon notice to
Administrative Agent and Borrower.

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<PAGE>

     7.12 Substitution of Lender . Should any Lender fail to make a Loan in
violation of its obligations under this Agreement (a "Non-Advancing Lender"),
Administrative Agent shall (a) in its sole discretion fund the Loan on behalf of
the Non-Advancing Lender (b) cooperate with Borrower or any other Lender to find
another Person that shall be acceptable to Administrative Agent and Borrower
(unless an Event of Default shall have occurred and is continuing) and that
shall be willing to assume the Non-Advancing Lender's obligations under this
Agreement (including the obligation to make the Loan which the Non-Advancing
Lender failed to make but without assuming any liability for damages for failing
to have made such Loan or any previously required Loan). Subject to the
provisions of the next following sentence, such Person shall be substituted for
the Non-Advancing Lender hereunder upon the payment by such Person of all
interest and fees owed to the Non-Advancing Lender and execution and delivery to
Administrative Agent of an agreement acceptable to Administrative Agent and
Borrower by such Person assuming the Non-Advancing Lender's obligations under
this Agreement, and all interest and fees which would otherwise have been
payable to the Non-Advancing Lender shall thereafter be payable to such Person.
Nothing in (and no action taken pursuant to) this Section 7.12 shall relieve the
Non-Advancing Lender from any liability it might have to Borrower or to the
other Lenders as a result of its failure to make any Loan.

     7.13 Participations.

          7.13.1 Nothing herein provided shall prevent any Lender from selling a
participation in its Commitments (and/or Loans made thereunder); provided that
(a) no such sale of a participation shall alter such Lender's or Borrower's
obligations hereunder and (b) any agreement pursuant to which any Lender may
grant a participation in its rights with respect to its Commitments (and/or
Loans) shall provide that, with respect to such Commitments (and/or Loans),
subject to the following proviso, such Lender shall retain the sole right and
responsibility to exercise the rights of such Lender, and enforce the
obligations of Borrower relating to such Commitments (and/or Loans), including
the right to approve any amendment, modification or waiver of any provision of
this Agreement or any other Credit Facility Document and the right to take
action to have the Notes declared due and payable pursuant to Article VI;
provided, however, that such agreement may provide that the participant may have
rights to approve or disapprove decreases in principal, interest rates or fees,
lengthening of maturity of any Loans, postponements of any due dates for
payments hereunder. No recipient of a participation in any Commitments or Loans
of any Lender shall have any rights under this Agreement or shall be entitled to
any reimbursement for taxes, other taxes, increased costs or reserve
requirements under Section 2.6.3 or any other indemnity or payment rights
against Borrower in excess of a proportionate amount which would have been
payable to the Lender from whom such Person acquired its participation.

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<PAGE>

          7.13.2  Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose funding vehicle (a
"SPC"), identified as such in writing from time to time by the Granting Lender
to Administrative Agent and Borrower, the option to provide to Borrower all or
any part of any Loan that such Granting Lender would otherwise be obligated to
make to Borrower pursuant to this Agreement; provided that (a) nothing herein
shall constitute a commitment by any SPC to make any Loan, and (b) if an SPC
elects not to exercise such option or otherwise fails to provide all or any part
of such Loan, the Granting Lender shall be obligated to make such Loan pursuant
to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the
Commitment of the Granting Lender to the same extent, and as if, such Loan were
made by such Granting Lender. Each party hereto hereby agrees that no SPC shall
be liable for any indemnity or similar payment obligation under this Agreement
(all liability for which shall remain with the Granting Lender). In furtherance
of the foregoing, each party hereto hereby agrees (which agreement shall survive
the termination of this Agreement) that, prior to the date that is one year and
one day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any state thereof. In addition, notwithstanding anything to the
contrary contained in this Section 7.13, any SPC may (x) with notice to, but
without the prior written consent of, Borrower and Administrative Agent and
without paying any processing fee therefor, assign all or a portion of its
interests in any Loans to the Granting Lender or to any financial institutions
(consented to by Borrower and Administrative Agent) providing liquidity and/or
credit support to or for the account of such SPC to support the funding or
maintenance of Loans and (y) disclose on a confidential basis any non-public
information relating to its Loans to any rating agency, commercial paper dealer
or provider of any surety, guarantee or credit or liquidity enhancement to such
SPC. This section may not be amended without the written consent of all SPCs
having outstanding Loans or Commitments hereunder.

     7.14 Transfer of Commitments. Notwithstanding anything else herein to the
contrary (but subject to Section 7.13.2), any Lender, after receiving
Administrative Agent's prior written consent (which consent shall not be
unreasonably withheld or delayed) and unless an Event of Default shall have
occurred and is continuing, the prior written consent of Borrower (which consent
shall not be unreasonably withheld or delayed) may, from time to time, at its
option, sell, assign, transfer, negotiate or otherwise dispose of a portion of
its Commitment (and Loans made hereunder), in the minimum amount of $5,000,000
or an integral multiple of $1,000,000 in excess thereof, to any institution
which in such assigning Lender's judgment is reasonably capable of performing
the obligations of a Lender hereunder and reasonably experienced in corporate
financing; provided, however, that in the case of an assignment by a Lender to
another Lender or Affiliate of a Lender, the prior consent of Administrative
Agent and Borrower shall not be required and the minimum assignment amount
specified above shall not apply as long as the assigning Lender continues to
hold a Commitment of no less than $5,000,000. In the event of any assignment
made pursuant to this Section 7.14, (a) the assigning Lender's Proportionate
Share shall be reduced by the amount of the Proportionate Share assigned to the
new Lender, (b) the parties to such assignment shall execute and deliver an
appropriate agreement evidencing such sale, assignment, transfer or other
disposition, in form and substance reasonably satisfactory

                                       39

<PAGE>

to Administrative Agent and Borrower, (c) the parties to the sale, assignment,
transfer or other disposition, excluding Borrower, shall collectively pay to
Administrative Agent an administrative fee of $3,500 and (d) at the assigning
Lender's option, Borrower shall execute and deliver to such new Lender Notes in
the forms attached hereto as Exhibit B, in a principal amount equal to its
Proportionate Share but only if it shall also be executing or exchanging with
the assigning Lender a replacement note for any Note in an amount equal to the
Proportionate Share retained by the Lender, if any (provided that Borrower shall
have received for cancellation the existing Note held by the assigning Lender).
Thereafter, such new Lender shall be deemed to be a Lender and shall have all of
the rights and duties of a Lender (except as otherwise provided in this Article
VII), in accordance with its Proportionate Share, under each of the Credit
Facility Documents.

     7.15 Laws. Notwithstanding the foregoing provisions of this Article VII, no
sale, assignment, transfer, negotiation or other disposition of the interests of
any Lender hereunder or under the other Credit Facility Documents shall be
allowed if it would require registration under the federal Securities Act of
1933, as then amended, any other federal securities laws or regulations or the
securities laws or regulations of any applicable jurisdiction. Borrower shall,
from time to time at the request and expense of Administrative Agent, execute
and deliver to Administrative Agent, or to such party or parties as
Administrative Agent may designate, any and all further instruments as may in
the reasonable opinion of Administrative Agent be necessary or advisable on the
part of Borrower to give full force and effect to such disposition.

     7.16 Assignability as Collateral . Notwithstanding any other provision
contained in this Agreement or any other Credit Facility Document to the
contrary, any Lender may assign all or any portion of the Loans or Notes held by
it as collateral security provided that any payment in respect of such assigned
Loans or Notes made by Borrower to or for the account of the assigning and/or
pledging Lender in accordance with the terms of this Agreement shall satisfy
Borrower's obligations hereunder in respect to such assigned Loans or Notes to
the extent of such payment. No such assignment shall release the assigning
Lender from its obligations hereunder.

                                       40

<PAGE>

                                 ARTICLE VIII.
                                 MISCELLANEOUS

     8.1 Addresses. Any communications between the parties hereto or notices
provided herein to be given shall be given to the following addresses:

If to Administrative Agent:  Citibank, N.A.
                             2 Penns Way, Suite 200
                             New Castle, Delaware 19720
                             Attention:  Janet Wallace
                             Tel:  (302) 894-6029
                             Fax:  (302) 894-6120

If to Borrower:              Tampa Electric Company
                             702 North Franklin Street
                             Tampa, FL 33602
                             Attention:  Corporate Secretary
                             Telephone No.: (813) 228-1808
                             Telecopy No.:  (813) 228-1328

If to Lenders:               To the address specified on Schedule 1 attached
                             hereto.

     All notices or other communications required or permitted to be given
hereunder shall be in writing and shall be considered as properly given (a) if
delivered in person, (b) if sent by overnight delivery service (including
Federal Express, ETA, Emery, DHL, AirBorne and other similar overnight delivery
services), (c) if mailed by first class United States Mail, postage prepaid,
registered or certified with return receipt requested or (d) if sent by
facsimile. Notice so given shall be effective upon receipt by the addressee,
except that communication or notice so transmitted by telecopy or other direct
written electronic means shall be deemed to have been validly and effectively
given on the day (if a Banking Day and, if not, on the next following Banking
Day) on which it is transmitted if transmitted before 4:00 p.m., recipient's
time, and if transmitted after that time, on the next following Banking Day;
provided, however, that if any notice is tendered to an addressee and the
delivery thereof is refused by such addressee, such notice shall be effective
upon such tender. Any party shall have the right to change its address for
notice hereunder to any other location within the continental United States by
giving of 30 days' notice to the other parties in the manner set forth above;
provided, however, that a Lender shall have the right to change its address for
notice hereunder by giving notice to Administrative Agent and Borrower only.

                                       41

<PAGE>

     8.2 Additional Security; Right to Set-Off. Any deposits or other sums at
any time credited or due from the Lenders and any securities or other property
of Borrower in the possession of Administrative Agent may at all times be
treated as collateral security for the payment of the Loans and any Notes and
all other obligations of Borrower to the Lenders under this Agreement and the
other Credit Facility Documents, and Borrower hereby pledges to Administrative
Agent for the benefit of the Lenders and grants Administrative Agent a security
interest in and to all such deposits, sums, securities or other property.
Regardless of the adequacy of any other collateral, Administrative Agent may
execute or realize on the Lenders security interest in any such deposits or
other sums credited by or due from the Lenders to Borrower, and may apply any
such deposits or other sums to or set them off against Borrower's obligations to
the Lenders under any Notes and this Agreement at any time after the occurrence
and during the continuance of any Event of Default.

     8.3 Delay and Waiver. No delay or omission to exercise any right, power or
remedy accruing to the Lenders upon the occurrence of any Event of Default,
Inchoate Default or any breach or default of Borrower under this Agreement or
any other Credit Facility Document shall impair any such right, power or remedy
of the Lenders, nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring, nor shall any waiver of any single Event of Default,
Inchoate Default or other breach or default be deemed a waiver of any other
Event of Default, Inchoate Default or other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of Administrative Agent and/or the Lenders of any Event of
Default, Inchoate Default or other breach or default under this Agreement or any
other Credit Facility Document, or any waiver on the part of Administrative
Agent and/or the Lenders of any provision or condition of this Agreement or any
other Credit Facility Document, must be in writing and shall be effective only
to the extent in such writing specifically set forth. All remedies, either under
this Agreement or any other Credit Facility Document or by law or otherwise
afforded to Administrative Agent and the Lenders, shall be cumulative and not
alternative.

     8.4 Costs, Expenses and Attorneys' Fees. Borrower will pay to
Administrative Agent all of its reasonable costs and expenses in connection with
the preparation, negotiation, closing and administering of this Agreement and
the documents contemplated hereby and any participation or syndication of the
Loans or this Agreement, including the reasonable fees, expenses and
disbursements of a single legal counsel, together with a single legal counsel in
each applicable local jurisdiction, retained by Administrative Agent in
connection with the preparation of such documents and any amendments hereof.
Borrower will reimburse (a) Administrative Agent for all costs and expenses,
including reasonable attorneys' fees, expended or incurred by Administrative
Agent, and the Lenders for their reasonable internal out-of-pocket expenses (but
not, in the case of the Lenders for attorney's fees) in enforcing this Agreement
or the other Credit Facility Documents in connection with an Event of Default or
Inchoate Default, in actions for declaratory relief in any way related to this
Agreement or in collecting any sum which becomes due Administrative Agent or the
Lenders on the Notes or under the Credit Facility Documents and (b)
Administrative Agent and the Lenders for their reasonable out-of-pocket
expenses, including reasonable attorney fees, in the case of a restructuring or
other workout of the Loans in connection with the bankruptcy or insolvency of
Borrower or any payment default requiring, among other things, amendments to the
interest rates and/or repayment dates for the Loans.

                                       42

<PAGE>

Borrower shall not be responsible for any counsel fees of Administrative Agent
or the Lenders other than as set forth above.

     8.5 Entire Agreement. This Agreement and any agreement, document or
instrument attached hereto or referred to herein integrate all the terms and
conditions mentioned herein or incidental hereto and supersede all oral
negotiations and prior writings in respect to the subject matter hereof. In the
event of any conflict between the terms, conditions and provisions of this
Agreement and any such agreement, document or instrument, the terms, conditions
and provisions of this Agreement shall prevail.

     8.6 Governing Law. THIS AGREEMENT, AND ANY INSTRUMENT OR AGREEMENT REQUIRED
HEREUNDER (TO THE EXTENT NOT OTHERWISE EXPRESSLY PROVIDED FOR THEREIN), SHALL BE
GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF
THE NEW YORK GENERAL OBLIGATIONS LAW).

     8.7 Severability. In case any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

     8.8 Headings. Paragraph headings have been inserted in this Agreement as a
matter of convenience for reference only; such paragraph headings are not a part
of this Agreement and shall not be used in the interpretation of any provision
of this Agreement.

     8.9 Accounting Terms. All accounting terms not specifically defined herein
shall be construed in accordance with GAAP and practices consistent with those
applied in the preparation of the financial statements submitted by Borrower to
Administrative Agent, and all financial data submitted pursuant to this
Agreement shall be prepared in accordance with such principles and practices.

                                       43

<PAGE>

     8.10 No Partnership, Etc. The Lenders and Borrower intend that the
relationship between them shall be solely that of creditor and debtor. Nothing
contained in this Agreement, the Notes or in any of the other Credit Facility
Documents shall be deemed or construed to create a partnership,
tenancy-in-common, joint tenancy, joint venture or co-ownership by or between
the Lenders and Borrower or any other Person.

     8.11 Limitation on Liability. No claim shall be made by Borrower or any of
its Affiliates against the Lenders or any of their Affiliates, directors,
employees, attorneys or agents for any loss of profits, business or anticipated
savings, special or punitive damages or any indirect or consequential loss
whatsoever in respect of any breach or wrongful conduct (whether or not the
claim therefor is based on contract, tort or duty imposed by law), in connection
with, arising out of or in any way related to the transactions contemplated by
this Agreement or the other Credit Facility Documents or any act or omission or
event occurring in connection therewith; and Borrower hereby waives, releases
and agrees not to sue upon any such claim for any such damages, whether or not
accrued and whether or not known or suspected to exist in its favor.

     8.12 Waiver of Jury Trial. THE LENDERS, ADMINISTRATIVE AGENT AND BORROWER
HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER CREDIT FACILITY
DOCUMENT, OR ANY COURSE OR CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN), OR ACTIONS OF ADMINISTRATIVE AGENT, THE LENDERS OR BORROWER.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS AND ADMINISTRATIVE AGENT
TO ENTER INTO THIS AGREEMENT.

     8.13 Consent to Jurisdiction. The Lenders, Administrative Agent and
Borrower agree that any legal action or proceeding by or against Borrower or
with respect to or arising out of this Agreement, the Notes, or any other Credit
Facility Document may be brought in or removed to the courts of the State of New
York, in and for the County of New York, or of the United States of America for
the Southern District of New York, as Administrative Agent may elect. By
execution and delivery of this Agreement, the Lenders, Administrative Agent and
Borrower accept, for themselves and in respect of their property, generally and
unconditionally, the jurisdiction of the aforesaid courts. The Lenders,
Administrative Agent and Borrower irrevocably consent to the service of process
out of any of the aforementioned courts in any manner permitted by law. Nothing
herein shall affect the right of Administrative Agent to bring legal action or
proceedings in any other competent jurisdiction. Notwithstanding the foregoing,
service of process shall not be deemed served or mailed to Administrative Agent
or the Lenders until a copy of all matters to be served have been mailed to
Latham & Watkins, 701 B Street, Suite 2100, San Diego, California 92101, Attn:
Andrew Singer or such other Person as Administrative Agent or the Lenders may
hereafter designate by notice specifically referring to this Section 8.13 given
pursuant to Section 8.1. The Lenders, Administrative Agent and Borrower further
agree that the aforesaid courts of the State of New York and of the United
States of America shall have exclusive jurisdiction with respect to any claim or
counterclaim of Borrower based upon the assertion that the rate of interest
charged by the Lenders on or under this Agreement, the Loans and/or the other
Credit Facility Documents is usurious. The Lenders,

                                       44

<PAGE>

Administrative Agent and Borrower hereby waive any right to stay or dismiss any
action or proceeding under or in connection with this Agreement or any other
Credit Facility Document brought before the foregoing courts on the basis of
forum non-conveniens.

     8.14 Knowledge and Attribution. References in this Agreement and the other
Credit Facility Documents to the "knowledge," "best knowledge" or facts and
circumstances "known to" Borrower, and all like references, mean facts or
circumstances of which a Responsible Officer of Borrower has actual knowledge.

     8.15 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Borrower may not assign or otherwise transfer any of
their rights under this Agreement, and the Lenders may not assign or otherwise
transfer any of their rights under this Agreement except as provided in Article
VII.

     8.16 Counterparts. This Agreement may be executed in one or more duplicate
counterparts and when signed by all of the parties listed below shall constitute
a single binding agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       45

<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their officers thereunto duly authorized as of the day and year
first above written.

                                                BORROWER:

                                                TAMPA ELECTRIC COMPANY

                                                By:_____________________________
                                                     Name:______________________
                                                     Title:_____________________

                                       S-1

<PAGE>

                                             LENDERS:

                                             CITIBANK, N.A.,
                                             as Administrative Agent and Lender

                                             By:_______________________________
                                                   Name:_______________________
                                                   Title:______________________

                                       S-2


<PAGE>

                                          MORGAN STANLEY SENIOR FUNDING, INC.,
                                          as Co-Syndication Agent and Lender

                                          By:_________________________________
                                               Name:__________________________
                                               Title:_________________________

                                       S-3

<PAGE>

                                           THE BANK OF NEW YORK,
                                           as Co-Syndication Agent and Lender

                                           By:_______________________________
                                                Name:________________________
                                                Title:_______________________

                                       S-4


<PAGE>

                                    BANK OF AMERICA, N.A.,
                                    as Documentation Agent and Lender

                                    By:_________________________________________
                                          Name:  _______________________________
                                          Title: _______________________________

                                      S-5

<PAGE>

                                    SUN TRUST BANK,
                                    as Lender

                                    By:_________________________________________
                                          Name:  _______________________________
                                          Title: _______________________________

                                      S-6

<PAGE>

                                    WACHOVIA BANK NATIONAL
                                    ASSOCIATION,
                                    as Lender

                                    By:_________________________________________
                                          Name:  _______________________________
                                          Title: _______________________________

                                      S-7

<PAGE>

                                    JPMORGAN CHASE BANK,
                                    as Lender

                                    By:_________________________________________
                                          Name:  _______________________________
                                          Title: _______________________________

                                      S-8

<PAGE>

                                    BNP PARIBAS,
                                    as Lender

                                    By:_________________________________________
                                          Name:  _______________________________
                                          Title: _______________________________

                                      S-9

<PAGE>

                                    CREDIT SUISSE FIRST BOSTON, Acting
                                    Through its Cayman Islands Branch,
                                    as Lender

                                    By:_________________________________________
                                          Name:  _______________________________
                                          Title: _______________________________

                                      S-10

<PAGE>

                                    UBS AG, Stamford Branch,
                                    as Lender

                                    By:_________________________________________
                                          Name:  _______________________________
                                          Title: _______________________________

                                      S-11

<PAGE>

                                    BANK ONE, NA (Main Office Chicago),
                                    as Lender

                                    By:_________________________________________
                                          Name:  _______________________________
                                          Title: _______________________________

                                      S-12

<PAGE>

                                    BARCLAYS BANK PLC,
                                    as Lender

                                    By:_________________________________________
                                          Name:  _______________________________
                                          Title: _______________________________

                                      S-13

<PAGE>

                                    NORDEUTSCHE LANDESBANK
                                    GIROZENTRALE, New York Branch and/or
                                    Cayman Islands Branch,
                                    as Lender

                                    By:_________________________________________
                                          Name:  _______________________________
                                          Title: _______________________________

                                      S-14

<PAGE>

                                     SOCIETE GENERALE,
                                     as Lender


                                     By: ______________________________________
                                           Name:  _____________________________
                                           Title: _____________________________

                                      S-15

<PAGE>
                                       COBANK,
                                       as Lender


                                       By: _____________________________________
                                              Name:  ___________________________
                                              Title: ___________________________

                                      S-16

<PAGE>

                                      BANK OF TOKYO-MITSUBISHI TRUST
                                      COMPANY,
                                      as Lender


                                      By: ______________________________________
                                            Name:  _____________________________
                                            Title: _____________________________

                                      S-17

<PAGE>

                                      SOLOMON SMITH BARNEY INC.,
                                      as Lead Arranger


                                      By: ______________________________________
                                            Name:  _____________________________
                                            Title: _____________________________

                                      S-18

<PAGE>
                                   SCHEDULE 1

                   LENDERS, LENDING OFFICES AND PROPORTIONATE
                            SHARES UNDER THE FACILITY


        Bank                                          Percentage of Loans


CITIBANK, N.A.                                         11.000000%

388 Greenwich Street, 20/th/ Floor
New York, NY 10013

MORGAN STANLEY SENIOR FUNDING, INC.                    10.000000%

1585 Broadway, Flr. LLB
New York, NY 10036-8200

THE BANK OF NEW YORK                                    9.000000%

One Wall Street, 19/th/ Floor
New York, New York 10286

BANK OF AMERICA, N.A.                                   9.000000%

Bank of America Plaza
TX1-492-14-05
901 Main Street
Dallas, Texas 75202-3714

SUN TRUST                                               8.333333%

303 Peachtree Street, 10/th/ Floor
Atlanta, GA 30308-3201

WACHOVIA BANK NATIONAL ASSOCIATION                      8.333333%

_____________________

_____________________





<PAGE>

         Bank                                          Percentage of Loans


JPMORGAN CHASE BANK                                      8.333333%

270 Park Avenue, 21/st/ Floor
New York, NY 10017

BNP PARBIAS                                              6.000000%

787 Seventh Avenue
New York, New York 10019-6016

CREDIT SUISSE FIRST BOSTON                               6.000000%

Eleven Madison Avenue
New York, NY 10010-3629

UBS                                                      5.000000%

677 Washington Boulevard
Stamford, CT 06901

BANK ONE                                                 4.500000%

Mail Code IL1-0363
1 Bank One Plaza
Chicago, IL 60670-0363

BARCLAYS                                                 4.500000%

200 Park Avenue
New York, New York 10166

NORD/LB                                                  3.000000%

1114 Avenue of the Americas
New York, NY 10036

SOCIETE GENERALE                                         3.000000%

1221 Avenue of the Americas
New York, NY 10020

<PAGE>

         Bank                                        Percentage of Loans


COBANK                                                2.000000%

5500 S. Quebec St.
Englewood, CO 80111

BANK OF TOKYO-MITSUBISHI                              2.000000%

1251 Avenue of the Americas
New York, NY 10020-1104

<PAGE>

                                  SCHEDULE 5.3

                           EXCEPTIONS TO PROHIBITION
                                  ON TRANSFERS

Indenture of Mortgage dated as of August 1, 1946, between Tampa Electric Company
and State Street Bank and Trust Company, as Trustee, as supplemented and
amended.

                                 Schedule 5.3--1

<PAGE>

                                   EXHIBIT A

                                  DEFINITIONS

          "Administrative Agent" means Citibank, N.A., acting in its capacity as
     administrative agent for the Lenders under the Credit Agreement, or its
     successor appointed pursuant to the terms of the Credit Agreement.

          "Affiliates" of a specified Person means any other Person that
     directly, or indirectly through one or more intermediaries, controls, is
     controlled by or is under common control with the Person specified, or who
     holds or beneficially owns 25% or more of the equity interest in the Person
     specified or 25% or more of any class of voting securities of the Person
     specified.

          "Applicable Margin" means, for any day during the term of the
     Facility, the applicable margin set forth below, as adjusted pursuant to
     the proviso set forth immediately below the following chart:

<TABLE>
<CAPTION>
=============================================================================================================================
                             LEVEL 1            LEVEL 2              LEVEL 3              LEVEL 4             LEVEL 5
-----------------------------------------------------------------------------------------------------------------------------
                       Long Term Senior     Long Term Senior      Long Term Senior    Long Term Senior      Long Term Senior
                       Unsecured Non        Unsecured Non         Unsecured Non       Unsecured Non         Unsecured Non
                       Credit Enhanced      Credit Enhanced       Credit Enhanced     Credit Enhanced       Credit Enhanced
                       Debt of the          Debt of the           Debt of the         Debt of the           Debt of the
                       Borrower Rated At    Borrower Rated        Borrower Rated      Borrower Rated Less   Borrower Rated
                       Least A- By S&P      Less Than Level 1     Less Than Level 2   Less Than Level 3     Less Than Level 4
                       And At A3 by         But At Least BBB+     But At Least BBB    But At Least BBB-
                       ---                  By S&P And Baa1       By S&P And Baa2     By S&P And Baa3
                       Moody's                     ---                   ---                 ---
                                            By Moody's.           By Moody's.         By Moody's
-----------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                  <C>                   <C>                 <C>                   <C>
 Applicable                 0.65%               0.75%                 0.85%                1.05%               1.70%
 LIBOR Margin
-----------------------------------------------------------------------------------------------------------------------------
 Applicable Base
 Rate Margin                0.00%               0.00%                 0.00%                0.05%               0.70%
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

     provided, however, that (a) for any day on which the aggregate amount of
     outstanding Loans exceeds 33% of the Total Commitment at such time and
     Borrower's long term senior unsecured non credit enhanced debt is rated at
     least BBB- by S&P and Baa3 by Moody's at such time, the Applicable Margin
     for LIBOR Loans for such day shall be increased by 0.125% per annum and (b)
     for any day on which the aggregate amount of outstanding Loans exceeds 33%
     of the Total Commitment at such time and Borrower's long term senior
     unsecured non credit enhanced debt is rated less than BBB- by S&P or Baa3
     by Moody's at such time, the Applicable Margin for LIBOR Loans for such day
     shall be increased by 0.25% per annum.

          "Banking Day" means any day other than a Saturday, Sunday or other day
     on which banks are or are authorized to be closed in New York, New York
     and, where such term is used in any respect relating to a LIBOR Loan, which
     is also a day on which dealings in Dollar deposits are carried out in the
     London interbank market.

                                      A-1

<PAGE>

          "Bankruptcy Event" shall be deemed to occur, with respect to any
     Person, if that Person shall institute a voluntary case seeking liquidation
     or reorganization under the Bankruptcy Law, or shall consent to the
     institution of an involuntary case thereunder against it; or such Person
     shall file a petition or consent or shall otherwise institute any similar
     proceeding under any other applicable Federal or state law, or shall
     consent thereto; or such Person shall apply for, or by consent or
     acquiescence there shall be an appointment of, a receiver, liquidator,
     sequestrator, trustee or other officer with similar powers for itself or
     any substantial part of its assets; or such Person shall make a general
     assignment for the benefit of its creditors; or such Person shall admit in
     writing its inability to pay its debts generally as they become due; or if
     an involuntary case shall be commenced seeking liquidation or
     reorganization of such Person under the Bankruptcy Law or any similar
     proceedings shall be commenced against such Person under any other
     applicable Federal or state law and (a) the petition commencing the
     involuntary case is not timely controverted, (b) the petition commencing
     the involuntary case is not dismissed within 60 days of its filing, (c) an
     interim trustee is appointed to take possession of all or a substantial
     portion of the property, and/or to operate all or any material part of the
     business of such Person and such appointment is not vacated within 60 days,
     or (d) an order for relief shall have been issued or entered therein; or a
     decree or order of a court having jurisdiction in the premises for the
     appointment of a receiver, liquidator, sequestrator, trustee or other
     officer having similar powers, over such Person or all or a substantial
     part of its property shall have been entered; or any other similar relief
     shall be granted against such Person under any applicable Federal or state
     law.

          "Bankruptcy Law" means Title 11, United States Code, and any other
     state or federal insolvency, reorganization, moratorium or similar law for
     the relief of debtors, or any successor statute.

          "Base Rate" means, for any day, a rate per annum (rounded upwards, if
     necessary, to the next 1/100 of 1%) equal to the greater of (a) the Prime
     Rate in effect on such day and (b) the Federal Funds Rate in effect on such
     day plus 1/2 of 1%. If for any reason Administrative Agent shall have
     determined that it is unable to ascertain the Federal Funds Rate, the Base
     Rate shall be determined without regard to clause (b) hereof, until the
     circumstances giving rise to such inability no longer exist. Any change in
     the Base Rate due to a change in the Prime Rate or the Federal Funds Rate
     shall be effective on the effective date of such change in the Prime Rate
     or the Federal Funds Rate, respectively.

          "Base Rate Loan" has the meaning given in Section 2.1.1.2(a) of the
     Credit Agreement.

          "Board" means the Board of Governors of the Federal Reserve System of
     the United States (or any successor).

          "Borrower" means Tampa Electric Company, a Florida corporation.

          "Borrowing" means any borrowing by Borrower of Loans made pursuant to
     a Notice of Borrowing, as provided in Section 2.1.1.2 of the Credit
     Agreement.

                                      A-2

<PAGE>

          "Capital Adequacy Requirement" has the meaning given in Section 2.6.4
of the Credit Agreement.

          "Capitalization" means, as to Borrower, the sum of Total Debt and
Consolidated Shareholders Equity, in each case, as of the date of any
determination thereof.

          "Capitalized Lease Obligations" means, as to any Person, all rental
obligations as lessee which, under GAAP, are or will be required to be
capitalized on the books of such Person, in each case taken at the amount
thereof accounted for as indebtedness in accordance with GAAP.

          "Change of Law" has the meaning given in Section 2.6.2 of the Credit
Agreement.

          "Closing Date" means the date when each of the conditions precedent
listed in Section 3.1 of the Credit Agreement has been satisfied (or waived in
accordance with the terms of the Credit Agreement).

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Commitment" means at any time with respect to each Lender, such
Lender's Proportionate Share of the Total Commitment and, with respect to all
Lenders, the Total Commitment.

          "Confirmation of Interest Period Selection" has the meaning given in
Section 2.1.2.4(b) of the Credit Agreement.

          "Consolidated Shareholders Equity" means, as of the date of any
determination, the consolidated tangible net worth of Borrower and its
subsidiaries, and including amounts attributable to (a) junior subordinated
debentures, provided that such junior subordinated debentures have subordination
and deferral features substantially similar to those in the TECO Subordinated
Debentures; and (b) preferred stock to the extent excluded from Total Debt,
minus the value of minority interests in any of Borrower's subsidiaries, and
disregarding unearned compensation associated with Borrower's employee stock
ownership plan or other benefit plans, foreign currency translation adjustments
and other comprehensive income adjustments, all determined in accordance with
GAAP.

          "Contingent Obligation" means, as to any Person, any obligation of
such Person guaranteeing any Indebtedness or lease obligation (each a "primary
obligation") of any other Person (the "primary obligor") in any manner, whether
directly or indirectly, including any obligation of such Person, whether or not
contingent, (a) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (b) to advance or supply
funds (i) for the purchase or payment of any such primary obligation or (ii) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor or (c) otherwise to
assure or hold harmless the holder of such primary obligation against loss in
respect thereof; provided, however, that the term Contingent Obligation shall
not include endorsements of instruments for deposit or collection in the
ordinary course of business. The amount of any Contingent Obligation shall be
deemed to be the maximum probable liability

                                      A-3

<PAGE>

in respect thereof (assuming such Person is required to perform thereunder) as
determined in good faith by Borrower in accordance with GAAP.

          "Credit Agreement" or "Agreement" means the Credit Agreement, dated as
of November 13, 2002 among Borrower, Administrative Agent, and the financial
institutions parties thereto, to which this Exhibit A is attached.

          "Credit Facility Documents" means, collectively, the Credit Agreement,
any Notes, the Fee Letter and any other letter agreements or similar documents
entered into by Administrative Agent (in its capacity as administrative agent
under the Credit Agreement) and Borrower in connection with the transactions
contemplated by the Credit Facility Documents mentioned above.

          "Default Rate" means the interest rate per annum equal to the Base
Rate or the LIBOR Rate (as applicable) plus the Applicable Margin, plus two
percent (2%). Interest computed with reference to the Default Rate shall be
adjusted and calculated in the same manner as interest computed with reference
to the Base Rate or the LIBOR Rate (as applicable).

          "Dollar" and "$" means United States dollars or such coin or currency
of the United States of America as at the time of payment shall be legal tender
for the payment of public and private debts in the United States of America.

          "EBITDA" means, for any period, the consolidated Net Income of
Borrower and its subsidiaries for such period plus (a) without duplication and
to the extent deducted in determining such consolidated Net Income, the sum of
(i) Interest Expense for such period, (ii) consolidated income tax expense for
such period, and (iii) all amounts attributable to depreciation and amortization
for such period and (iv) any extraordinary non-cash charges for such period,
minus (b) without duplication and to the extent included in determining such
consolidated Net Income, any extraordinary gains for such period, all determined
on a consolidated basis in accordance with GAAP.

          "EBITDA to Interest Ratio" shall mean, as of the last day of each
calendar quarter, the ratio of (a) Borrower's EBITDA for the 12-month period
ending on such day to (b) Borrower's Interest Expense for the 12-month period
ending on such day.

          "Equity Interests" means (a) shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person or (b) any
warrants, options or other rights to acquire such shares or interests.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

          "ERISA Affiliate" means (a) a corporation which is a member of a
controlled group of corporations with Borrower within the meaning of Section
414(b) of the Code, (b) a trade or business (including a sole proprietorship,
partnership, trust, estate or corporation) which is under common control with
Borrower within the meaning of Section 414(c) of the Code or Section 4001(b)(1)
of ERISA, (c) a member of an affiliated service group with Borrower within

                                      A-4

<PAGE>

the meaning of Section 414(m) of the Code, or (d) an entity treated as under
common control with Borrower by reason of Section 414(o) of the Code.

          "ERISA Plan" means any employee benefit plan (a) maintained by
Borrower or any ERISA Affiliate, or to which any of them contributes or is
obligated to contribute, for its employees and (b) covered by Title IV of ERISA
or to which Section 412 of the Code applies.

          "Event of Default" has the meaning given in Section 6.1 of the Credit
Agreement.

          "Facility" has the meaning given in the Recitals to the Credit
Agreement.

          "Facility Fees" has the meaning given in Section 2.3.2 of the Credit
Agreement.

          "Federal Funds Rate" means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the per annum rates on
overnight federal funds transactions with member banks of the Federal Reserve
System arranged by federal funds brokers, as published by the Federal Reserve
Bank of New York for such day (or, if such rate is not so published for any day,
the average rate charged by Administrative Agent on such day on such
transactions as determined by Administrative Agent).

          "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System.

          "Fee Letter" means that certain Fee Letter, dated as of October 24,
2002, among Administrative Agent, Borrower, TECO Energy and Salomon Smith Barney
Inc.

          "FERC" means the Federal Energy Regulatory Commission and its
successors.

          "GAAP" means generally accepted accounting principles in the United
States consistently applied.

          "Governmental Authority" means any national, state or local government
(whether domestic or foreign), any political subdivision thereof or any other
governmental, quasi-governmental, judicial, regulatory, public or statutory
instrumentality, authority, body, agency, bureau or entity (including any zoning
authority, FERC, PUHCA, the Comptroller of the Currency or the Federal Reserve
Board, any central bank or any comparable authority) or any arbitrator with
authority to bind a party to the Credit Agreement at law.

          "Governmental Rule" means any law, rule, regulation, ordinance, order,
code interpretation, treaty, judgment, decree, directive, guidelines, policy or
similar form of decision of any Governmental Authority.

          "Granting Lender" has the meaning given in Section 7.13.2 of the
Credit Agreement.

          "Hedge Transactions" means transactions under any interest swap
agreements, caps, collars or other interest rate hedging mechanisms.

                                      A-5

<PAGE>

          "Inchoate Default" means any occurrence, circumstance or event, or any
combination thereof, which, with the lapse of time and/or the giving of notice,
would constitute an Event of Default.

          "Indebtedness" of any Person means, without duplication, (a) all
indebtedness of such Person for borrowed money, (b) the deferred purchase price
of assets or services which in accordance with GAAP would be shown on the
liability side of the balance sheet of such Person, (c) the face amount of all
letters of credit issued for the account of such Person (other than letters of
credit issued to secure a financial obligation of such Person to the extent such
obligation is not outstanding at the time) and all unreimbursed drafts drawn
thereunder, (d) all Indebtedness of another Person secured by any Lien on any
property owned by such Person, whether or not such Indebtedness has been assumed
by such Person, (e) all Capitalized Lease Obligations of such Person, (f) all
obligations of such Person under any subscription or similar agreement, (g) the
discounted present value of all obligations of such Person (other than the
Borrower) payable under agreements for the payment of a specified purchase price
for the purchase and resale of power whether or not delivered or accepted, i.e.,
take-or-pay and similar obligations, (h) any unfunded or underfunded obligation
subject to the minimum funding standards of Section 412 of the Code of such
Person to any "employee pension benefit plan" (as defined in Section 3(2) of
ERISA) maintained at any time, or contributed to, by such Person or any other
Person which is under common control (within the meaning of Section 414(b) or
(c) of the Code) with such Person, (i) all Contingent Obligations of such Person
and (j) all obligations of such Person in respect of Hedge Transactions;
provided, however, that Indebtedness shall specifically exclude accounts payable
arising in the ordinary course of business.

          "Indemnitees" has the meaning given in Section 5.12.1.

          "Interest Expense" means, for any period, the sum of Base Interest
Expense (a) of Borrower and its subsidiaries and (b) accruing on any
Indebtedness of any other Person to the extent such Indebtedness is guaranteed
by Borrower or any of its subsidiaries, but excluding any Interest Expense (i)
on Non-Recourse Indebtedness; and (ii) on Indebtedness of a Person before the
date (A) it becomes a subsidiary of Borrower, (B) it is merged or consolidated
with Borrower or (C) a subsidiary of Borrower or its assets are acquired by
Borrower to the extent that income or loss of such Person is excluded under the
definition of Net Income, each determined for such period on a consolidated
basis in accordance with GAAP. For purposes of this definition, "Base Interest
Expense" means, with respect to any Person, for any period, total cash interest
expense of such Person payable for such period with respect to all outstanding
Indebtedness of such Person, including all commissions, discounts and other fees
and charges owed with respect to letters of credit and bankers' acceptance
financing and net costs under hedging agreements to the extent such net costs
are allocable to such period in accordance with GAAP.

          "Interest Period" means, with respect to any LIBOR Loan, the time
period selected by Borrower which commences on the first day of such Loan, or on
the first day after the last day of the immediately preceding Interest Period,
or the effective date of any conversion (as the case may be) and ends on the
last day of such time period; provided that no single day shall be deemed to be
a part of two Interest Periods.

                                      A-6

<PAGE>

          "Legal Requirements" means, as to any Person, the articles of
incorporation, bylaws or other organizational or governing documents of such
Person, and any requirement under a Permit, and any Governmental Rule in each
case applicable to or binding upon such Person or any of its properties or to
which such Person or any of its property is subject.

          "Lender" or "Lenders" means the banks and other financial institutions
(including any finance company, insurance company or other financial institution
or fund (whether a corporation, partnership, trust or other entity) that is
engaged in making, purchasing or otherwise investing in commercial loans in the
ordinary course of business and having total assets in excess of $100,000,000)
that are or become parties to the Credit Agreement and their successors and
assigns.

          "Lending Office" means, with respect to any Lender, the office
designated as such beneath the name of such Lender on Schedule 1 or such other
office of such Lender as such Lender may specify from time to time to
Administrative Agent and Borrower.

          "LIBOR Loan" has the meaning given in Section 2.1.1.2(a) of the Credit
Agreement.

          "LIBOR Rate" means, for any LIBOR Loan, a rate per annum (rounded
upwards if necessary, to the nearest 1/16/th/ of 1%) equal to (a)(i) the offered
rate for deposits in Dollars (in the approximate amount and having approximately
the same Interest Period as the LIBOR Loan to be made) in the London Interbank
Market at approximately 11:00 a.m. (London time) two Banking Days prior to the
commencement of the applicable Interest Period, which appears on the Telerate
Screen, or, (ii) if such rate does not appear on the Telerate Screen, the rate
per annum determined by Administrative Agent in good faith to be the average
(rounded upwards, if necessary, to the nearest 1/16/th/ of 1%) of the rates per
annum at which Administrative Agent, at approximately 11:00 a.m. London time,
two Banking Days prior to the commencement of such Interest Period, is offered,
by prime banks in the London interbank market selected by Administrative Agent,
for deposits in Dollars for a period approximately equal to such Interest Period
and in an amount approximately equal to the principal amount of the Loan
scheduled to be outstanding during such Interest Period, divided by (b) 100%
minus the Reserve Requirement (expressed as a percentage) for such LIBOR Loan
for such Interest Period.

          "Lien" on any asset means any mortgage, deed of trust, lien, pledge,
charge, security interest, or easement or encumbrance of any kind in respect of
such asset, whether or not filed, recorded or otherwise perfected or effective
under applicable law, as well as the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement
relating to such asset.

          "Liquidation Costs" has the meaning given in Section 2.7 of the Credit
Agreement.

          "Loan" has the meaning given in Section 2.1.1.1 of the Credit
Agreement.

          "Majority Lenders" means , at any time, Lenders holding in excess of
50% of the Proportionate Shares.

                                      A-7

<PAGE>

          "Material Adverse Effect" means with respect to any Person,

          (a)  a material adverse change in the business, property, results of
operations, or financial condition of such Person and any Significant Subsidiary
thereof, taken as a whole; or

          (b)  any event or occurrence of whatever nature which materially and
adversely:

          (i)  changes such Person's ability to perform its obligations under
the Credit Facility Documents to which it is a party, or

          (ii) impairs the legality, validity, binding effect or enforceability
of the Credit Agreement or Notes.

          "Maturity Date" means November 12, 2003.

          "Minimum Notice Period" means (a) at least three Banking Days before
the date of any Borrowing, continuation or conversion of a Loan resulting in
whole or in part in one or more LIBOR Loans and (b) before 11:00 p.m. on the
Banking Day of any Borrowing or conversion of a Loan is requested resulting in
whole or in part in one or more Base Rate Loans.

          "Moody's" means Moody's Investors Service, Inc.

          "Multiemployer Plan" means any ERISA Plan that is a multiemployer plan
(as defined in Section 3(37) of ERISA).

          "Net Income" means, for any period, the net income or loss of Borrower
and its subsidiaries for such period determined on a consolidated basis in
accordance with GAAP (and before giving effect to any elimination of minority
interests in non-wholly owned subsidiaries); provided that there shall be
excluded the income or loss of any Person accrued before (a) the date it becomes
a subsidiary of Borrower, (b) the date it is merged into or consolidated with
Borrower or any subsidiary of Borrower or (c) the date its assets are acquired
by Borrower or any subsidiary of Borrower, other than amounts of income accrued
before such date which are actually paid as dividends after such date.

          "Non-Advancing Lender" has the meaning given in Section 7.12 of the
Credit Agreement.

          "Non-Recourse Indebtedness" means Indebtedness which is not an
obligation of, and is otherwise without recourse to, the assets or revenues of
Borrower or any subsidiary of Borrower.

          "Note" has the meaning given in Section 2.1.5 of the Credit Agreement.

          "Notice of Borrowing" has the meaning given in Section 2.1.1.2 of the
Credit Agreement.

                                      A-8

<PAGE>

          "Notice of Conversion of Loan Type" has the meaning given in Section
2.1.3 of the Credit Agreement.

          "Obligations" means all obligations of Borrower under the Credit
Agreement and the other Credit Facility Documents.

          "Other Taxes" has the meaning given in Section 2.4.4.1 of the Credit
Agreement.

          "PBGC" means the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

          "Permit" means any action, approval, consent, waiver, exemption,
variance, franchise, order, permit, authorization, right or license of or from a
Governmental Authority.

          "Person" means any natural person, corporation, partnership, limited
liability company, firm, association, Governmental Authority, trust, trustee or
any other entity whether acting in an individual, fiduciary or other capacity.

          "Prime Rate" means the rate of interest per annum publicly announced
from time to time by Administrative Agent as its prime rate in effect at its
principal office in New York City (the Prime Rate not being intended to be the
lowest rate of interest charged by Administrative Agent in connection with
extensions of credit to debtors).

          "Prohibited Transaction" means any transaction set forth in Section
406 of ERISA or Section 4975 of the Code which is not exempt under Section 408
of ERISA or Section 4975(d) of the Code.

          "Proportionate Share" means, with respect to each Lender at any time,
the percentage participation of such Lender in the Total Commitment as set forth
on Schedule 1 to the Credit Agreement.

          Upon any transfer by a Lender of all or part of its Commitment, the
Administrative Agent may revise Schedule 1 to reflect the Lenders' Proportionate
Shares after giving effect to such transfer.

          "PUHCA" means the Public Utility Holding Company Act of 1935, as
amended.

          "Regulatory Change" means any change after the date of the Credit
Agreement in federal, state, local or foreign laws, regulations, Legal
Requirements or requirements under applicable permits, or the adoption or making
after such date of any interpretations, directives or requests of or under any
federal, state, local or foreign laws, regulations, Legal Requirements or
requirements under applicable permits (whether or not having the force of law)
by any Governmental Authority charged with the interpretation or administration
thereof.

          "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System (or any successor).

                                      A-9

<PAGE>

          "Regulation T" means Regulation T of the Board as in effect from time
to time (and any successor to all or a portion thereof).

          "Regulation U" means Regulation U of the Board as in effect from time
to time (and any successor to all or a portion thereof).

          "Regulation X" means Regulation X of the Board as in effect from time
to time (and any successor to all or a portion thereof).

          "Required Lenders" means (i) at any time, except in connection with
the election or enforcement of remedies, Lenders having Proportionate Shares
which in the aggregate exceed 66.7% and (ii) with respect to the election or
enforcement of remedies under Section 6.2, Lenders holding Loans which in the
aggregate exceed 66.7% of all outstanding Loans (without including any unfunded
Commitments).

          "Reserve Requirement" means, for LIBOR Loans, the maximum rate
(expressed as a percentage) at which reserves (including any marginal,
supplemental or emergency reserves) are required to be maintained during the
Interest Period therefor under Regulation D by member banks of the Federal
Reserve System in New York City with deposits exceeding $1,000,000,000 against
"Eurocurrency liabilities" (as such term is used in Regulation D). Without
limiting the effect of the foregoing, the Reserve Requirement shall reflect any
other reserves required to be maintained by such member banks by reason of any
Regulatory Change against (i) any category of liabilities which includes
deposits by reference to which the LIBOR Rate or LIBOR Loans is to be
determined, (ii) any category of liabilities or extensions of credit or other
assets which include LIBOR Loans or (iii) any category of liabilities or
extensions of credit which are considered irrevocable commitments to lend.

          "Responsible Officer" means, as to any Person, its president, chief
executive officer, any vice president, treasurer, or secretary or any managing
general partner or manager or managing member of a limited liability company (or
any of the preceding with regard to such managing general partner, manager or
managing member).

          "S&P" means Standard & Poor's Corporation.

          "Significant Subsidiary" means any subsidiary of Borrower formed or
acquired after the Closing Date the total assets (after intercompany
eliminations) of which exceed 10% of the total assets of Borrower and its
subsidiaries (taken as a whole).

          "Solvent" means, when used with respect to any Person, as of any date
of determination, (a) the amount of the "present fair saleable value" of the
assets of such Person will, as of such date, exceed the amount of all
"liabilities of such Person, contingent or otherwise", as of such date, as such
quoted terms are determined in accordance with applicable federal and state laws
governing determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets of such Person will, as of such date, be greater
than the amount that will be required to pay the liability of such person on its
debts as such debts become absolute and matured, (c) such Person will not have,
as of such date, an unreasonably small amount of capital with which to conduct
its business, (d) such Person will be able to pay its debts as they mature, and
(e) such Person is not insolvent within the meaning of any applicable Legal
Requirements.

                                      A-10

<PAGE>

For purposes of this definition, (i) "debt" means liability on a "claim", and
(ii) "claim" means any (x) right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y)
right to an equitable remedy for breach of performance if such breach gives rise
to a right to payment, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured or unmatured, disputed,
undisputed, secured or unsecured.

          "SPC" has the meaning given in Section 7.13.2 of the Credit Agreement.

          "Subject Claims" has the meaning given in Section 5.12.1.

          "Taxes" has the meaning given in Section 2.4.4.1 of the Credit
Agreement.

          "TECO" means TECO Energy, Inc., a Florida corporation.

          "TECO Credit Agreement" means the Credit Agreement, dated as of
November 14, 2001 among TECO, Citibank, N.A., as administrative agent, and the
financial institutions parties thereto.

          "TECO Credit Facility Administrative Agent" means Citibank, N.A.,
acting in its capacity as administrative agent for the TECO Credit Facility
Lenders under the TECO Credit Agreement, or its successor appointed pursuant to
the terms of the TECO Credit Agreement.

          "TECO Credit Facility Documents" has the meaning given the term
"Credit Facility Documents" in Exhibit A to the TECO Credit Agreement.

          "TECO Credit Facility Lenders" has the meaning given the term
"Lenders" in Exhibit A to the TECO Credit Agreement.

          "TECO Credit Facility Majority Lenders" has the meaning given the term
"Majority Lenders" in Exhibit A to the TECO Credit Agreement.

          "TECO Credit Facility Total Commitment" has the meaning given the term
"Total Commitment" in Exhibit A to the TECO Credit Agreement.

          "TECO Subordinated Debentures" means the 8.50% Junior Subordinate
Notes due 2041, issued by TECO on December 20, 2000, in the original principal
amount of $206,200,000.

          "Telerate Screen" means the display designated as Page 3750 on the
Reuters Monitor Money Rates Service (or such page as may replace such page for
the purpose of displaying London Interbank offered rates of major banks, or, if
discontinued, any replacement service designated by Administrative Agent).

          "Total Commitment" has the meaning given in Section 2.2.1 of the
Credit Agreement.

                                      A-11

<PAGE>

          "Total Debt" means, without duplication, Indebtedness of Borrower and
its Significant Subsidiaries determined on a consolidated basis outstanding at
the date of any determination thereof, but expressly excluding (a) Non-Recourse
Indebtedness of Borrower and its subsidiaries, (b) junior subordinated
debentures issued by Borrower and its subsidiaries; provided that such junior
subordinated debentures have subordination and deferral features substantially
similar to those in the TECO Subordinated Debentures, and (c) preferred stock of
Borrower and its subsidiaries in an amount not to exceed 10% of Borrower's
Capitalization on such date.

          "Type" means the type of Loan, whether a Base Rate Loan or LIBOR Loan.

          "Up-Front Fee" has the meaning given in Section 2.3.1 of the Credit
Agreement.

                                      A-12

<PAGE>

          RULES OF INTERPRETATION

          1.   The singular includes the plural and the plural includes the
singular.

          2.   "or" is not exclusive.

          3.   A reference to a Governmental Rule or Legal Requirement includes
any amendment or modification to such Governmental Rule or Legal Requirement,
and all regulations, rulings and other Governmental Rules or Legal Requirement
promulgated under such Governmental Rule.

          4.   A reference to a Person includes its permitted successors and
permitted assigns.

          5.   Accounting terms have the meanings assigned to them by GAAP, as
applied by the accounting entity to which they refer.

          6.   The words "include," "includes" and "including" are not limiting.

          7.   A reference in a document to an Article, Section, Exhibit,
Schedule, Annex, Appendix or Attachment is to the Article, Section, Exhibit,
Schedule, Annex, Appendix or Attachment of such document unless otherwise
indicated. Exhibits, Schedules, Annexes, Appendices or Attachments to any
document shall be deemed incorporated by reference in such document.

          8.   References to any document, instrument or agreement (a) shall
include all exhibits, schedules and other attachments thereto, (b) shall include
all documents, instruments or agreements issued or executed in replacement
thereof, and (c) shall mean such document, instrument or agreement, or
replacement or predecessor thereto, as amended, modified and supplemented from
time to time and in effect at any given time.

          9.   The words "hereof," "herein" and "hereunder" and words of similar
import when used in any document shall refer to such document as a whole and not
to any particular provision of such document.

          10.  References to "days" shall mean calendar days, unless the term
"Banking Days" shall be used. References to a time of day shall mean such time
in New York, New York, unless otherwise specified.

          11.  The Credit Facility Documents are the result of negotiations
between, and have been reviewed by Borrower, Administrative Agent, each Lender
and their respective counsel. Accordingly, the Credit Facility Documents shall
be deemed to be the product of all parties thereto, and no ambiguity shall be
construed in favor of or against Borrower, Administrative Agent or any Lender
solely as a result of any such party having drafted or proposed the ambiguous
provision.

                                      A-13

<PAGE>

                                                                  EXECUTION COPY

                                   EXHIBIT B

                                  FORM OF NOTE

<PAGE>

                                                                       EXHIBIT B
                                                             to Credit Agreement

                                  FORM OF NOTE

$_______________                                              New York, New York

Note No. ______                                                ___________, 200_

          For value received, the undersigned TAMPA ELECTRIC COMPANY, a Florida
corporation ("Borrower"), promises to pay to __________________ ("Lender"), or
order, at the office of ___________ located at _____________________, Attn:
___________________, in lawful money of the United States of America and in
immediately available funds, the principal amount of ________________________
DOLLARS ($_____________ ), or if less, the aggregate unpaid and outstanding
principal amount of Loans advanced by Lender to Borrower pursuant to that
certain Credit Agreement, dated as of November __, 2002 (as amended, amended and
restated or otherwise modified from time to time, the "Credit Agreement"), by
and among Borrower, the financial institutions named therein (the "Lenders") and
Citibank, N.A., as Administrative Agent for the Lenders ("Administrative
Agent"), and all other amounts owed by Borrower to Lender hereunder.

          This is one of the Notes referred to in the Credit Agreement and is
     entitled to the benefits thereof and is subject to all terms, provisions
     and conditions thereof. Capitalized terms used and not defined herein shall
     have the meanings set forth in the Credit Agreement.

          The principal amount hereof is payable in accordance with the Credit
Agreement, and such principal amount may be prepaid solely in accordance with
the Credit Agreement, including, without limitation, any prepayment fees and
premiums provided for therein.

          Borrower further agrees to pay, in lawful money of the United States
of America and in immediately available funds, interest from the date hereof on
the unpaid and outstanding principal amount hereof until such unpaid and
outstanding principal amount shall become due and payable (whether at stated
maturity, by acceleration or otherwise) at the rates of interest and at the
times set forth in the Credit Agreement and Borrower agrees to pay other fees
and costs as stated in the Credit Agreement.

          If any payment on this Note becomes due and payable on a date which is
not a Banking Day, such payment shall be made on the first succeeding, or next
preceding, Banking Day, in accordance with the terms of the Credit Agreement.

          All Loans made by Lender pursuant to the Credit Agreement and other
Credit Facility Documents, and all payments and prepayments made on account of
the principal balance hereof shall be recorded by Lender on the grid attached
hereto, provided that failure to make

<PAGE>

such a notation shall not affect or diminish Borrower's obligation to repay all
amounts due on this Note as and when due.

          Upon the occurrence and during the continuation of any one or more
Events of Default, all amounts then remaining unpaid on this Note may become or
be declared to be immediately due and payable as provided in the Credit
Agreement and other Credit Facility Documents, without notice of default,
presentment or demand for payment, protest or notice of nonpayment or dishonor,
or notices or demands of any kind, all of which are expressly waived by
Borrower.

          Borrower agrees to pay costs and expenses, including without
limitation attorneys' fees, as set forth in Section 8.4 of the Credit Agreement.

          This Note has been executed and delivered in and shall be construed
and interpreted in accordance with and governed by the laws of the State of New
York, without reference to conflicts of laws (other than Section 5-1401 and
Section 5-1402 of the New York General Obligations Law).

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

                                            TAMPA ELECTRIC COMPANY



                                            By: ________________________________
                                                Name:
                                                Title:

<PAGE>

                           Prepayment or              Outstanding

             Date         Advance               Repayment Balance
--------------------------------------------------------------------------------


-----------------------------------------------------------------

<PAGE>

                                  EXHIBIT C-1

                          FORM OF NOTICE OF BORROWING

<PAGE>

                                                                     EXHIBIT C-1
                                                             to Credit Agreement

                           FORM OF NOTICE OF BORROWING
                     (Delivered pursuant to Section 2.1.1.2
                 of the Tampa Electric Company Credit Agreement)


                            [___________], 200[____]

     Citibank, N.A.,
       as Administrative Agent for the Lenders
     2 Penns Way, Suite 200
     New Castle, Delaware 19720
     Attention:  Janet Wallace
     Tel: (302) 894-6029
     Fax: (302) 894-6120

               Re: Tampa Electric Company Credit Agreement: Notice of Borrowing

               This Notice of Borrowing is delivered to you pursuant to Section
2.1.1.2 of the Credit Agreement dated as of November __, 2002 (as amended,
modified or supplemented from time to time, the "Credit Agreement"), among Tampa
Electric Company, a Florida corporation ("Borrower"), the financial institutions
named therein (the "Lenders") and Citibank, N.A., as administrative agent for
the Lenders ("Administrative Agent"). All capitalized terms used herein shall
have the respective meanings specified in Exhibit A to the Credit Agreement
unless otherwise defined herein or unless the context requires otherwise.

               This Notice of Borrowing constitutes a request for a Borrowing as
set out below:

          1.   The requested date of the Borrowing is  ____________, 200______,
               which is a Banking Day.

               2.   The total amount of the requested Loan is $_________

               3.   Borrowers request the following funding options:

                    a.   Base Rate Loan amount: $_________

                    b.   LIBOR Loan amount: $___________

<PAGE>

                    Amount Requested             Initial Interest Period

                      $__________                  ______________ months
                      $__________                  ______________ months
                      $__________                  ______________ months

               [4.  The proceeds of the Loan should be sent as follows:

                    [Insert wiring instructions]]

               The undersigned further confirms and certifies to Administrative
Agent and each Lender that (i) the requested Loan, when aggregated with all
Loans then outstanding, will not exceed the Total Commitment, and (ii) the
conditions set forth in Section [3.1][3.2] of the Credit Agreement have been
satisfied or waived in accordance with the terms thereof.

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

                                        TAMPA ELECTRIC COMPANY


                                        By: ____________________________________
                                            Name:
                                            Title:

<PAGE>

                                  EXHIBIT C-2
                   FORM OF NOTICE OF CONVERSION OF LOAN TYPE

<PAGE>
                                                                     EXHIBIT C-2
                                                             to Credit Agreement

                   FORM OF NOTICE OF CONVERSION OF LOAN TYPE
                      (Delivered pursuant to Section 2.1.3
                 of the Tampa Electric Company Credit Agreement)


                                     [Date]

Citibank, N.A.,
  as Administrative Agent for the Banks
2 Penns Way, Suite 200
New Castle, Delaware 19720
Attention:  Janet Wallace
Tel: (302) 894-6029
Fax: (302) 894-6120

Re:   Tampa Electric Company:  Notice of Conversion of Loan Type

Reference is hereby made to that certain Credit Agreement dated as of November
__, 2002 (as amended, amended and restated or otherwise modified from time to
time, the "Credit Agreement"), among Tampa Electric Company, a Florida
corporation ("Borrower"), the financial institutions named therein (the
"Lenders") and Citibank, N.A., as Administrative Agent for the Lenders
("Administrative Agent"). All capitalized terms used herein shall have the
respective meanings specified in Exhibit A to the Credit Agreement unless
otherwise defined herein or unless the context requires otherwise.

Pursuant to Section 2.1.3 of the Credit Agreement, Borrower hereby requests
conversion of the following Loans as set forth below [include only those which
are applicable]:

          1.   Conversion of Base Rate Loans to LIBOR Loans:

               Base Rate Loans in the following amount: $________
               to be converted to LIBOR Loans
               as follows:

               LIBOR Loan to expire _____________, ___: $________

               LIBOR Loan to expire _____________, ___: $________

<PAGE>

          2.   Conversion of LIBOR Loans to Base Rate Loans:

                    LIBOR Loans in the following amount:      $__________
                    to be converted to Base Rate Loans.


               The effective date of the conversion shall be ______, ____ which
is a Banking Day and which shall be the first day after the last day of an
Interest Period if converting from LIBOR Loans.

<PAGE>

     IN WITNESS WHEREOF, Borrower has executed this Notice of Conversion of Loan
Type on the date set forth above.

                                                TAMPA ELECTRIC COMPANY



                                                By:_____________________________
                                                    Name:
                                                    Title:

     The undersigned acknowledges receipt of a copy of this Notice of Conversion
of Loan Type:

     CITIBANK, N.A.,                                         Date: ________,____
      as Administrative Agent for the Lenders


     By: _____________________________
          Name:
          Title:

<PAGE>

                                                                  EXECUTION COPY

                                   EXHIBIT C-3
                FORM OF CONFIRMATION OF INTEREST PERIOD SELECTION

<PAGE>
                                                                     EXHIBIT C-3
                                                             to Credit Agreement

                FORM OF CONFIRMATION OF INTEREST PERIOD SELECTION
                (Delivered pursuant to Section 2.1.2.4(b) of the
                    Tampa Electric Company Credit Agreement)


                                     [Date]


        Citibank, N.A.,
          as Administrative Agent for the Banks
        2 Penns Way, Suite 200
        New Castle, Delaware 19720
        Attention:  Janet Wallace
        Tel: (302) 894-6029
        Fax: (302) 894-6120

           Re:  Tampa Electric Company Credit Agreement:  Confirmation of
                Interest Period Selection


                This Confirmation of Interest Period Selection is delivered to
you pursuant to Section 2.1.2.4(b) of the Credit Agreement dated as of November
__, 2002 ("Credit Agreement"), among Tampa Electric Company, a Florida
corporation ("Borrower"), the financial institutions named therein (the
"Lenders") and Citibank, N.A., as Administrative Agent for the Lenders
("Administrative Agent"). All capitalized terms used herein shall have the
respective meanings specified in Exhibit A to the Credit Agreement unless
otherwise defined herein or unless the context requires otherwise.

                This Confirmation of Interest Period Selection relates to
$__________ of the LIBOR Loans with an Interest Period ending on _________. This
Confirmation of Interest Period Selection constitutes a confirmation that
effective _________ (which shall be the last day of an Interest Period):

                The requested Interest Period for _____________ of such LIBOR
Loans shall be ___ months.

                This notice shall be effective only if delivered to
Administrative Agent as a Confirmation of Interest Period Selection made
pursuant to Section 2.1.2.4(b) of the Credit Agreement.

                                       2

<PAGE>

                  The undersigned confirms and certifies to each Lender that as
of the date of this Confirmation of Interest Period Selection, no Event of
Default or Inchoate Default exists under the Credit Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       3

<PAGE>

                                            TAMPA ELECTRIC COMPANY

                                            By:   ______________________________
                                                  Name:
                                                  Title:

                  The undersigned acknowledges receipt of a copy of this
Confirmation of Interest Period Selection:


        CITIBANK, N.A.,                                   Date: __________,_____
        as Administrative Agent for the Lenders


        By: ________________________________________
            Name:
            Title:

<PAGE>


                                   EXHIBIT D
                     FORM OF BORROWER'S CLOSING CERTIFICATE

<PAGE>

                                                                       EXHIBIT D
                                                             to Credit Agreement

                         BORROWER'S CLOSING CERTIFICATE

Pursuant to Section 3.1.9 of the Credit Agreement (as defined below), the
undersigned hereby certifies on this [____] day of November 2002 to CITIBANK,
N.A., as administrative agent ("Administrative Agent") for the Lenders under
that certain Credit Agreement, dated as of November __, 2002 (as amended,
modified or supplemented from time to time, the "Credit Agreement") among Tampa
Electric Company, Inc., a Florida corporation ("Borrower"), the financial
institutions named therein (the "Lenders") and Administrative Agent, that:

               1.  Borrower is not or, but for the passage of time or the giving
of notice or both will be, in breach of any material obligation thereunder which
is reasonably expected to have a Material Adverse Effect on Borrower.

               2.  Each representation and warranty made in Article IV of the
Credit Agreement is true and correct as of the Closing Date (unless such
representation or warranty expressly relates to another time).

               3.  There exists no Event of Default or Inchoate Default as of
the Closing Date.

               4.  The conditions precedent set forth in Section 3.1 of the
Credit Agreement have been satisfied or have been waived in writing by
Administrative Agent with, as applicable, the consent of the Lenders.

All capitalized terms used herein which are defined in the Credit Agreement
shall have the meaning given to them in Exhibit A to the Credit Agreement.

                            [SIGNATURE PAGES FOLLOW]

<PAGE>

          IN WITNESS WHEREOF, Borrower has executed this Certificate on the date
set forth above.

                                     TAMPA ELECTRIC COMPANY


                                     By: _______________________________________
                                         Name:
                                         Title: