<PAGE>
                                                                    Exhibit 10.1

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                                CREDIT AGREEMENT

                            dated as of April 9, 2003

                                      among

                               TECO ENERGY, INC.,

                              a Florida Corporation

                                   (Borrower)

                             MERRILL LYNCH BANK USA,

                             as Administrative Agent

                                       and

                    THE FINANCIAL INSTITUTIONS PARTIES HERETO
                                    (Lenders)

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

                               MERRILL LYNCH & CO.

                   MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
                          Lead Arranger and Bookrunner
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                                TABLE OF CONTENTS

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

ARTICLE II THE FACILITY...........................................................................................1
         2.1      The Facility....................................................................................1
                  2.1.1    Multiple Drawdown Term Credit Facility.................................................1
                  2.1.2    [Intentionally Omitted]................................................................3
                  2.1.3    Interest Provisions Applicable to all Loans............................................3
                  2.1.4    Conversion of Loans....................................................................5
                  2.1.5    Loan Principal Payment.................................................................5
                  2.1.6    Promissory Notes.......................................................................5
                  2.1.7    Prepayments............................................................................6
                  2.1.8    Extension of Maturity Date.............................................................8
         2.2      [Intentionally Omitted].........................................................................8
         2.3      Total Commitment and Fees.......................................................................8
                  2.3.1    Total Commitment.......................................................................8
                  2.3.2    [Intentionally Omitted]................................................................8
                  2.3.3    Optional Reductions and Cancellations..................................................8
         2.4      Fees............................................................................................8
                  2.4.1    Commitment Fee.........................................................................8
         2.5      Other Payment Terms.............................................................................9
                  2.5.1    Place and Manner.......................................................................9
                  2.5.2    Date...................................................................................9
                  2.5.3    Late Payments..........................................................................9
                  2.5.4    Net of Taxes, Etc......................................................................9
                  2.5.5    Application of Payments...............................................................11
                  2.5.6    Failure to Pay Administrative Agent...................................................11
                  2.5.7    Withholding Exemption Certificates....................................................11
         2.6      Pro Rata Treatment.............................................................................12
                  2.6.1    Borrowings, Commitment Reductions, Etc................................................12
                  2.6.2    Sharing of Payments, Etc..............................................................12
         2.7      Change of Circumstances........................................................................13
                  2.7.1    Inability to Determine Rates..........................................................13
                  2.7.2    Illegality............................................................................13
                  2.7.3    Increased Costs.......................................................................13
                  2.7.4    Capital Requirements..................................................................14
                  2.7.5    Notice; Participating Lenders' Rights.................................................14
         2.8      Funding Losses.................................................................................15
         2.9      Alternate Office, Minimization of Costs........................................................15
                  2.9.1    Minimization of Costs.................................................................15
                  2.9.2    Replacement Rights....................................................................15
                  2.9.3    Alternate Office......................................................................16
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ARTICLE III CONDITIONS PRECEDENT.................................................................................16
         3.1      Conditions Precedent to the Closing Date.......................................................16
                  3.1.1    Credit Facility Documents.............................................................16
                  3.1.2    Resolutions...........................................................................16
                  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
                  3.1.8    Certificate of Borrower...............................................................17
                  3.1.9    Payment of Fees.......................................................................17
                  3.1.10   Credit Rating.........................................................................17
         3.2      Conditions Precedent to Each Borrowing.........................................................17
                  3.2.1    Accuracy of Representations and Warranties............................................18
                  3.2.2    No Defaults...........................................................................18
                  3.2.3    No Material Adverse Effect............................................................18
                  3.2.4    Notice of Borrowing...................................................................18
                  3.2.5    No Alternative Refinancing............................................................18
                  3.2.6    Liquidity Projections.................................................................18

ARTICLE IV REPRESENTATIONS AND WARRANTIES........................................................................18
         4.1      Corporate Existence and Business...............................................................18
         4.2      Power and Authorization; Enforceable Obligations...............................................19
         4.3      No Legal Bar...................................................................................19
         4.4      No Proceeding or Litigation....................................................................19
         4.5      Governmental Approvals.........................................................................19
         4.6      Financial Statements...........................................................................19
         4.7      True and Complete Disclosure...................................................................20
         4.8      Investment Company Act.........................................................................20
         4.9      Compliance with Law............................................................................20
         4.10     ERISA..........................................................................................20

ARTICLE V COVENANTS OF BORROWER..................................................................................20
         5.1      Existence......................................................................................21
         5.2      Consents.......................................................................................21
         5.3      Prohibition of Certain Transfers...............................................................21
         5.4      Payment and Performance of Material Obligations................................................22
         5.5      Taxes..........................................................................................22
         5.6      Maintenance of Property, Insurance.............................................................22
         5.7      Compliance with Laws...........................................................................22
         5.8      No Change in Business..........................................................................22
         5.9      Financial Statements...........................................................................23
         5.10     Notices........................................................................................23
         5.11     Financial Covenant.............................................................................24
         5.12     Indemnification................................................................................24
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         5.13     Restricted Payments............................................................................26
         5.14     Use of Proceeds................................................................................26

ARTICLE VI EVENTS OF DEFAULT; REMEDIES...........................................................................26
         6.1      Events of Default..............................................................................26
                  6.1.1    Payments..............................................................................26
                  6.1.2    Debt Cross Default....................................................................27
                  6.1.3    Bankruptcy; Insolvency................................................................27
                  6.1.4    Misstatements; Omissions..............................................................27
                  6.1.5    Breach of Terms of Agreement..........................................................27
                  6.1.6    Judgments.............................................................................27
                  6.1.7    Change in Control.....................................................................27
                  6.1.8    ERISA Violations......................................................................28
                  6.1.9    Security..............................................................................28
         6.2      Remedies.......................................................................................28
                  6.2.1    No Further Loans......................................................................28
                  6.2.2    Cure by Administrative Agent..........................................................29
                  6.2.3    Acceleration..........................................................................29

ARTICLE VII ADMINISTRATIVE AGENT, SUBSTITUTION, Amendments, Etc..................................................29
         7.1      Appointment, Powers and Immunities.............................................................29
         7.2      Reliance.......................................................................................30
         7.3      Non-Reliance...................................................................................31
         7.4      Defaults.......................................................................................31
         7.5      Indemnification................................................................................31
         7.6      Successor Administrative Agent.................................................................32
         7.7      Authorization..................................................................................32
         7.8      Administrative Agent's Other Roles.............................................................32
         7.9      Amendments; Waivers............................................................................33
         7.10     Withholding Tax................................................................................33
         7.11     General Provisions as to Payments..............................................................34
         7.12     Substitution of Lender.........................................................................34
         7.13     Participations.................................................................................35
         7.14     Transfer of Commitments........................................................................36
                  7.14.1   Assignments...........................................................................36
                  7.14.2   Register..............................................................................36
         7.15     Laws...........................................................................................36
         7.16     Assignability as Collateral....................................................................37

ARTICLE VIII MISCELLANEOUS.......................................................................................37
         8.1      Addresses......................................................................................37
         8.2      Additional Security; Right to Set-Off..........................................................38
         8.3      Delay and Waiver...............................................................................38
         8.4      Costs, Expenses and Attorneys' Fees............................................................38
         8.5      Entire Agreement...............................................................................39
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         8.6      Governing Law..................................................................................39
         8.7      Severability...................................................................................39
         8.8      Headings.......................................................................................39
         8.9      Accounting Terms...............................................................................39
         8.10     No Partnership, Etc............................................................................39
         8.11     Limitation on Liability........................................................................40
         8.12     Waiver of Jury Trial...........................................................................40
         8.13     Consent to Jurisdiction........................................................................40
         8.14     Knowledge and Attribution......................................................................40
         8.15     Successors and Assigns.........................................................................41
         8.16     Counterparts...................................................................................41
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                         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 C-4       Form of Notice of Extension
Exhibit D         Form of Borrower's Closing Certificate

                                       -v-
<PAGE>
                  THIS CREDIT AGREEMENT (this "Agreement") dated as of April 9,
2003, is entered into among TECO Energy, Inc., a Florida corporation
("Borrower"), MERRILL LYNCH BANK USA, as administrative agent for the Lenders
("Administrative 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 (i) to refinance
Borrower's currently outstanding $350,000,000 term loan scheduled to mature on
November 13, 2003 (the "Maturing Term Loan") and (ii) to the extent of up to
$150,000,000, 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
$350,000,000 three hundred sixty-four (364) day multiple drawdown senior term
credit facility (the "Facility") upon the terms and subject to the conditions
set forth herein.

                                    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.

                                   ARTICLE II
                                  THE FACILITY

         2.1      THE FACILITY.

                  2.1.1    Multiple Drawdown Term Credit Facility.

                           2.1.1.1 Availability. Subject to the terms and
conditions set forth in this Agreement, each Lender severally agrees to make
advances to Borrower from time to time prior to the Original Maturity Date
(each, a "Loan") in an aggregate principal amount not to exceed such Lender's
Commitment; provided that, the aggregate amount of A-2 Term Loans shall not
exceed $150,000,000. Subject to the provisions of this Agreement, each Loan
shall be funded by
<PAGE>
the Lenders as described in Section 2.1.1.3. Amounts borrowed and repaid by
Borrower hereunder may not be reborrowed.

                           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 2.1.3.1(a)
(individually, a "Base Rate Loan") and (B) Section 2.1.3.1.(b) (individually, a
"LIBOR Loan");

                                    (b) the amount of the requested Borrowing,
which shall be in the minimum amount of $25,000,000 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); and

                                    (e) whether such Borrowing is an A-1 Term
Loan or an A-2 Term Loan.

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.

                                    (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.


                                       2
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                                    (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 its
office specified in Section 8.1, 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    [Intentionally Omitted].

                  2.1.3    Interest Provisions Applicable to all Loans.

                  2.1.3.1 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.

                  2.1.3.2 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
(notwithstanding the delivery of a Confirmation of Interest Period Selection
with respect to such Loans).

                  2.1.3.3 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 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).


                                       3
<PAGE>
                           2.1.3.4          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 2.1.3.4(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) the Interest Period for any Loan may not end after 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 2.1.3.4(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) notify Borrower of each determination of the interest rate
applicable to each Loan.

                  2.1.3.5 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, 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.


                                       4
<PAGE>
                  2.1.4 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 2.1.3.4(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.

                  2.1.5 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.

                  2.1.6 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, and/or in
such Lender's 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

                                       5
<PAGE>
each Lender to attach to and make a part of such Lender's Note 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.

                  2.1.7 Prepayments.

                           2.1.7.1 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 2.8). Amounts prepaid may not be
reborrowed.

                           2.1.7.2 Optional Prepayments.

                                    (a) Subject to Section 2.1.7.1, 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).

                                    (b) Amounts to be applied in connection with
any prepayments made pursuant to this Section 2.1.7.2 shall be applied, first,
to the prepayment of the A-1 Term Loans until all such Loans have been paid in
full and, second, to the prepayment of the A-2 Term Loans until all such Loans
have been paid in full.

                           2.1.7.3 Mandatory Prepayment and Commitment
Reductions. (a) Subject to Section 2.1.7.3(g), on the date of any Prepayment
Event (any Prepayment Event of a type described in clause (ii) of the definition
of such term which is effected pursuant to a definitive purchase and sale
agreement that is subject only to the satisfaction of customary closing
conditions and that is executed prior to November 13, 2003 but that is closed on
or after November 13, 2003 being deemed to have occurred prior to November 13,
2003),

                                            (i) with respect to any Prepayment
         Event occurring prior to November 13, 2003, if the sum of (x) the Net
         Cash Proceeds thereof and (y) the Net Cash Proceeds of all other
         Prepayment Events that shall have occurred on or prior to such date
         exceeds $350,000,000, an amount equal to such excess over $350,000,000
         (after deducting from such amount the aggregate of the amounts, if any,
         previously so applied in accordance with this paragraph (i)) shall be
         applied to prepay the Loans and reduce the Total Commitment pursuant to
         Section 2.1.7.3(f); and

                                            (ii) with respect to any Prepayment
         Event occurring on or after November 13, 2003, the Net Cash Proceeds
         thereof shall be applied to prepay the Loans and reduce the Total
         Commitment pursuant to Section 2.1.7.3(f).


                                       6
<PAGE>
                                    (b) On the date of any Targeted Asset Sale
Event, the Net Cash Proceeds thereof shall be applied to prepay the Loans and
reduce the Total Commitment pursuant to Section 2.1.7.3(f).

                                    (c) On the date of any Refinancing Event,
the Total Commitment shall be permanently reduced by an amount equal to the
amount of the Net Cash Proceeds thereof.

                                    (d) On the date that is the earlier of (i)
the date which is five Banking Days after Arranger has presented Borrower or any
of its subsidiaries with a Proposed Financing and (ii) the date on which
Borrower and its subsidiaries have provided notice to Arranger that it will not
accept such Proposed Financing, an amount equal to the Net Cash Proceeds of such
Proposed Financing shall be applied to prepay the Loans and reduce the Total
Commitment pursuant to Section 2.1.7.3(f).

                                    (e) If Borrower has exercised its option to
extend the Maturity Date pursuant to Section 2.1.8, on the date that is 90 days
prior to the Maturity Date, an amount equal to the excess, if any, of (i) the
aggregate amount of prepayments and reductions in the Total Commitment, if any,
necessary to cause the sum of the then outstanding Loans and the aggregate then
unused amount of the Total Commitment to equal $200,000,000 over (ii) any then
Available Anticipated Asset Sale Proceeds shall be applied to prepay the Loans
and reduce the Total Commitment pursuant to Section 2.1.7.3(f).

                                    (f) Amounts to be applied in connection with
any prepayments or commitment reductions made pursuant to paragraphs (a), (b),
(d) and (e) of this Section 2.1.7.3 shall be applied as follows:

                  first, to the prepayment of the A-1 Term Loans until such
         Loans have been paid in full;

                  second, to reduce permanently the then unused amount of the
         Total Commitment to an amount which, when added to the aggregate amount
         of all A-2 Term Loans theretofore borrowed, does not exceed
         $150,000,000;

                  third, to the prepayment of the A-2 Term Loans until such
         Loans have been paid in full; and

                  fourth, to reduce permanently any remaining unused amount of
         the Total Commitment.

                                    (g) Anything in Section 2.1.7.3(a) to the
contrary notwithstanding, if at the time any prepayment and commitment reduction
obligation pursuant such Section shall arise as a result of the Disposition of
any asset (other than TECO Transport Corporation or the Hardee Power Plant) and
the Borrower or any of its subsidiaries shall have entered into a definitive
purchase and sale agreement with respect to the Disposition of TECO Transport
Corporation or the Hardee Power Plant that is subject only to the satisfaction
of customary closing conditions, such prepayment and commitment reduction
obligation shall be

                                       7
<PAGE>
reduced by an amount equal to the Available Anticipated Asset Sale Proceeds
arising out of each such purchase and sale agreement.

                  2.1.8 Extension of Maturity Date. Borrower may request that
the Maturity Date be extended by delivering to Administrative Agent at any time
prior to the Original Maturity Date a written notice in the form of Exhibit C-4,
appropriately completed (a "Notice of Extension"), which specifies the date to
which the Maturity Date shall be extended, which date shall be no later than six
months after the Original Maturity Date, and, unless an Event of Default or
Inchoate Default shall have occurred and be continuing on the Original Maturity
Date, the Maturity Date shall be automatically extended to the date specified in
the Notice of Extension.

         2.2      [INTENTIONALLY OMITTED]

         2.3      TOTAL COMMITMENT AND FEES.

                  2.3.1 Total Commitment. The aggregate principal amount of all
Loans made by the Lenders shall not exceed $350,000,000, subject to (i)
reductions by Borrower to a lower amount pursuant to Section 2.3.3 and (ii)
additional reductions pursuant to Section 2.1.7.3 (as so reduced from time to
time, the "Total Commitment").

                  2.3.2    [Intentionally Omitted]

                  2.3.3 Optional 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 2.3.3 to the contrary, Borrower may not reduce or
cancel any portion of the Total Commitment if 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 Commitment
Fee then due on such cancelled amount upon any such reduction or cancellation.
From the effective date of any such reduction, the Commitment Fee shall be
computed on the basis of the unused Total Commitment as so reduced. Once reduced
or cancelled, the Total Commitment may not be increased or reinstated. Any
reductions pursuant to this Section 2.3.3 shall be applied ratably to each
Lender's respective Commitments in accordance with Section 2.6.1.

         2.4      FEES

                  2.4.1 Commitment Fee. On the last Banking Day in each calendar
quarter (where all or any portion of such calendar quarter occurs on or after
the date hereof and prior to the Original Maturity Date) and on the Original
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 date hereof or the first day of
such quarter, as the case may be, a commitment fee (the "Commitment Fee") for
such quarter (or portion thereof) then ending equal to 0.50% of the daily
average unused portion of the Total Commitment during such quarter (or portion
thereof) times a fraction, the numerator of

                                       8
<PAGE>
which is the number of days in such quarter (or portion thereof) and the
denominator of which is 360.

         2.5      OTHER PAYMENT TERMS.

                  2.5.1 Place and Manner. Borrower shall make all payments due
to each Lender hereunder to Administrative Agent, for the account of such
Lender, to Merrill Lynch Bank USA, ABA #124-084-669, Account Number: 62030, Ref:
TECO Energy, 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.

                  2.5.2 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.

                  2.5.3 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.

                  2.5.4    Net of Taxes, Etc.

                           2.5.4.1 Taxes. Subject to each Lender's compliance
with Section 2.5.7, any and all payments to or for the benefit of Administrative
Agent or any Lender by Borrower 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 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

                                       9
<PAGE>
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 2.5.4),
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").

                           2.5.4.2 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 2.5.4) 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 2.5.4 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 2.5.4 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.

                           2.5.4.3 Receipts. 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.

                           2.5.4.4 Conduits. Notwithstanding anything to the
contrary contained in this Section 2.5.4, if a Lender is a conduit entity
participating in a conduit financing arrangement (as defined in Section 7701(1)
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,

                                       10
<PAGE>
Borrower shall not be obligated to pay additional amounts to such Lender
pursuant to this Section 2.5.4 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.

                           2.5.4.5 Survival of Credit Facility Obligations. The
obligations of Borrower under this Section 2.5.4 shall survive the termination
of this Agreement and the repayment of the Obligations.

                  2.5.5 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.

                  2.5.6 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 2.5.6 shall be conclusive in the absence of
demonstrable error.

                  2.5.7 Withholding Exemption Certificates. Each Lender that is
not formed under the laws of the United States of America or a state thereof
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 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

                                       11
<PAGE>
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 2.5.4.1 (or make an
indemnification payment pursuant to Section 2.5.4.2) 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
2.5.7.

         2.6      PRO RATA TREATMENT.

                  2.6.1 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 the A-1 Term Loans shall be made pro rata among the holders of the
A-1 Term Loans according to the respective principal amounts of the A-1 Term
Loans held by them and each payment of principal and interest on the A-2 Term
Loans shall be made pro rata among the holders of the A-2 Term Loans according
to the respective principal amounts of the A-2 Term Loans held by them and (c)
each payment of Commitment Fees shall be shared among the Lenders pro rata
according to their respective Proportionate Shares.

                  2.6.2 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 2.6.1, such Lender shall forthwith purchase from the
other Lenders to which such payments were required to be made 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 such 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 2.6.2 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.


                                       12
<PAGE>
         2.7      CHANGE OF CIRCUMSTANCES.

                  2.7.1 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. Any LIBOR Loans outstanding at the commencement of any
suspension shall be converted at the end of the then current Interest Period for
such Loans into Base Rate Loans, as applicable, unless such suspension has then
ended.

                  2.7.2 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 2.1.4, 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 2.8.

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

                           2.7.3.1 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

                                       13
<PAGE>
Commitment (except for Taxes, Other Taxes or changes in the rate of taxation on
the overall net income of any Lender); or

                           2.7.3.2 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

                           2.7.3.3 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
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.

                  2.7.4 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.

                  2.7.5 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 2.7, 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 2.7 with respect
to any claim arising prior to the end of such period, but shall relieve Borrower
of its obligations under this Section 2.7 with respect to the time between the
end of such period and such time as Borrower receives notice

                                       14
<PAGE>
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 2.7.3 or
Section 2.7.4 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.

         2.8 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, 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 2.8 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.

         2.9      ALTERNATE OFFICE, MINIMIZATION OF COSTS.

                  2.9.1 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 2.5.4, 2.7.3, 2.7.4 or 2.8,
or to avoid the unavailability of any Type of Loans under Section 2.7.2 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.

                  2.9.2 Replacement Rights. If and with respect to each occasion
that a Lender either makes a demand for compensation pursuant to Section 2.5.4,
2.7.3 or 2.7.4 or is unable for a period of three consecutive months to fund
LIBOR Loans pursuant to Section 2.7.2 or such Lender wrongfully fails to fund a
Loan, Borrower may, upon at least five 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

                                       15
<PAGE>
Commitments, which date shall not be later than the 14th day after the day such
notice is given. On the effective date of any replacement of such Lender's Loans
and Commitments and Obligations pursuant to this Section 2.9.2, 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 2.5.4, 2.7.3 or 2.7.4, as applicable, and any other
amount then payable hereunder to such Lenders. 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 2.7.2, 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 2.7.2 shall affect (i)
any liability or obligation of Borrower or any other Lender to such terminated
Lender, or any 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.

                  2.9.3 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 Note, 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 2.5.4, 2.7.3 or 2.7.4, or make an interest rate option
unavailable pursuant to Section 2.7.2.

                                   ARTICLE III
                              CONDITIONS PRECEDENT

         3.1 CONDITIONS PRECEDENT TO THE CLOSING DATE. The agreement of each
Lender to make the initial Loan requested to be made by it hereunder is subject
to the satisfaction of each of the following conditions (unless waived in
writing by Administrative Agent with the consent of the Lenders) on or prior to
April 30, 2003:

                  3.1.1 Credit Facility Documents. Delivery to Administrative
Agent of executed originals of each Credit Facility Document (other than the Fee
Letter, which shall have been executed and delivered to Arranger), 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

                                       16
<PAGE>
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 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 Borrower's audited consolidated financial statements for its fiscal
year ending December 31, 2002, or Form 10-K 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 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.

                  3.1.9 Payment of Fees. All amounts required to be paid to the
Lenders, Administrative Agent and Arranger 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 Section 3.1 (or
incorporated herein by reference) shall have been paid in full.

                  3.1.10 Credit Rating. Administrative Agent shall have received
satisfactory evidence that on the date of this Agreement Borrower has an issuer
rating of at least BBB- (or the equivalent thereof) from S&P and Baa2 (or the
equivalent thereof) from Moody's.

         3.2      CONDITIONS PRECEDENT TO EACH BORROWING.

                  The obligation of the Lenders to make each Loan is subject to
the prior satisfaction of each of the following conditions (unless waived by
Administrative Agent with the consent of Lenders holding in excess of 50% of the
Proportionate Shares in the Facility):


                                       17
<PAGE>
      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.

      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 or will result from such Borrowing.

      3.2.4 Notice of Borrowing. Borrower shall have delivered to Administrative
Agent a Notice of Borrowing meeting the requirements of Section 2.1.1.2.

      3.2.5 No Alternative Refinancing. In the case of any Loan requested to be
made less than 90 days prior to the Maturity Date, Arranger shall not have
presented to Borrower or any of its subsidiaries a Proposed Financing the
proceeds of which would be available for the purposes to which the proceeds of
such Loans then requested to be made under the Credit Facility would otherwise
be put; provided, however, that, if the Arranger shall have presented such a
Proposed Financing but the Net Cash Proceeds thereof would be less than the
amount of the Loan then requested by Borrower, the Lenders shall be obligated to
make such Loan but only in an amount equal to the excess of (a) the amount
thereof so requested by Borrower over (b) the amount of such Net Cash Proceeds.

      3.2.6 Liquidity Projections. Unless the aggregate quarterly dividend
payments on Borrower's common stock (based on the dividend rate then most
recently approved by Borrower's board of directors) are less than $40,000,000,
Borrower shall have delivered to Administrative Agent and Arranger liquidity
projections satisfactory to them demonstrating that Borrower will have
sufficient cash or cash equivalents (including any then Available Anticipated
Asset Sale Proceeds) to pay each of the four quarterly dividends next scheduled
to be paid on its common stock (based upon such then most recently approved
dividend rate).

                                   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

                                       18
<PAGE>

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 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 OR LITIGATION. No litigation or proceeding of or before
any Governmental Authority is pending or, to the knowledge of Borrower,
threatened in writing against Borrower, except where such litigation or
proceeding 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,

                                       19
<PAGE>

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 December 31, 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 prior to the Closing Date, 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.

      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.

                                    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 waive compliance in writing:

                                       20
<PAGE>

      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. 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.

               5.3.1 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 as at the end
of the next succeeding fiscal quarter will be less than or equal to 0.65 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.

               5.3.2 Borrower shall not, and shall not permit any Significant
Subsidiary to, effect, directly or indirectly, a Disposition of all or any
substantial part of such Significant Subsidiary's property, business or assets
except, in the case of any such Disposition, for an amount not less than the
fair value thereof comprised of (i) cash and (ii) non-cash consideration not in
excess of 25% of the total proceeds of such Disposition.

               5.3.3 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.

               5.3.4 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 (a) Borrower may sell, transfer or otherwise assign all of
Borrower's Equity Interests in TPS and (b) Borrower or any subsidiary of
Borrower may engage in limited recourse project financing transactions as
provided in Section 5.3.3.

                                       21
<PAGE>

      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 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. 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).

                                       22
<PAGE>

      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 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.

               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-K shall satisfy the requirements of Section 5.9.1 and a copy
of Borrower's report on Form 10-Q 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 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

                                       23
<PAGE>

to include copies of all papers filed in such litigation 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;

               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 COVENANT. 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 0.65 to 1.00.

      5.12 INDEMNIFICATION.

               5.12.1 Borrower shall indemnify and hold harmless Administrative
Agent and its affiliates, and its and their respective directors, officers,
employees, agents and controlling persons (Administrative Agent and each such
person being an "Indemnitee") from and against any and all losses, claims,
damages and liabilities and expenses, joint or several, to which such Indemnitee
may become subject under any applicable federal, state or foreign law or
otherwise, and related to, arising out of or in connection with this Agreement,
the other Credit Facility Documents, and will reimburse any Indemnitee for all
reasonable expenses (including reasonable counsel fees and expenses) as they are
incurred by an Indemnitee in connection with the investigation of, preparation
for or defense of any pending or threatened claim or any action or proceeding
arising therefrom, whether or not such Indemnitee is a party and whether or not
such claim, action or proceeding is initiated or brought by or on behalf of
Borrower.

               5.12.2 The foregoing indemnity shall not apply with respect to
any Indemnitee to the extent that any loss, claim, damage, liability or expense
is found in a final judgment by a court of competent jurisdiction to have
resulted from such Indemnitee's bad faith, gross

                                       24
<PAGE>

negligence or willful misconduct. 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.

               5.12.3 Upon receipt by an Indemnitee of actual notice of any
action, claim, suit, investigation or proceeding (each, an "Action") against
such Indemnitee with respect to which indemnity may be sought under this letter
agreement, such Indemnitee shall promptly notify Borrower in writing; provided,
however, that failure so to notify Borrower shall not relieve Borrower from any
liability which Borrower may have on account of this indemnity or otherwise,
except to the extent Borrower is materially prejudiced by such failure. Borrower
shall be entitled to participate at its own expense in the defense of any Action
brought to enforce any claim or liability of any Indemnitee resulting from any
such Action, and, if Borrower so elects, it shall be entitled to assume the
defense of such Action at its expense, including the employment of counsel
reasonably satisfactory to such Indemnitee (in which case Borrower shall not
thereafter be responsible for the fees, costs and expenses of any separate
counsel retained by any Indemnitee). Notwithstanding the foregoing, an
Indemnitee shall have the right to employ separate counsel in the defense of an
Action, and Borrower shall bear the reasonable fees, costs and expenses of such
separate counsel if (a) the use of counsel chosen by Borrower to represent the
Indemnitee would present such counsel with a conflict of interest; (b) such
Indemnitee has reasonably concluded that representation of both parties by the
same counsel would be inappropriate due to actual or potential differing
interests between them; (c) Borrower shall not have employed counsel
satisfactory to the Indemnitee in the exercise of the Indemnitee's reasonable
judgment to represent the Indemnitee, within a reasonable time after notice of
the institution of such Action; or (d) Borrower authorizes the Indemnitee to
employ separate counsel at Borrower's expense. Subject to the provisions of the
immediately preceding sentence, in no event shall Borrower be responsible
hereunder for the fees and expenses of more than one counsel (together with
appropriate local counsel, if any) for all Indemnitees in connection with an
Action.

               5.12.4 If the indemnification of an Indemnitee provided for in
this Section 5.12 is for any reason unavailable or insufficient to hold harmless
an Indemnitee, then Borrower agrees to contribute to the aggregate amount of any
losses, claims, damages, liabilities and expenses incurred by such Indemnitee,
as incurred, (i) in such proportion as is appropriate to reflect the relative
benefits to Borrower, on the one hand, and such Indemnitee, on the other hand,
from the matters contemplated by this Agreement and the other Credit Facility
Documents or (ii) if (but only if) the allocation provided for in clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) but also the
relative fault of Borrower, on the one hand, and such Indemnitee, on the other
hand with respect to such losses, liabilities, claims, damages or expenses, as
well as any other relevant equitable considerations.

               5.12.5 Borrower agrees that, without Administrative Agent's prior
written consent, it will not settle, compromise or consent to the entry of any
judgment in any pending or threatened claim, action or proceeding in respect of
which indemnification could be sought under

                                       25
<PAGE>
this Agreement (whether or not any Indemnitee is an actual or potential party to
such claim, action or proceeding), unless such settlement, compromise or consent
includes an unconditional release of each Indemnitee from all liability arising
out of such claim, action or proceeding and does not include a statement as to
or an admission of fault, culpability or failure to act by or on behalf of any
Indemnitee.

               5.12.6 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.

               5.12.7 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. Upon payment of any
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.

      5.13 RESTRICTED PAYMENTS. If there are Loans then outstanding and the
aggregate quarterly dividend payments on Borrower's common stock (based on the
dividend rate then most recently approved by Borrower's board of directors)
equal or exceed $40,000,000, Borrower may not declare or pay cash dividends with
respect to its Equity Interests or make any other Restricted Payment unless
prior to the declaration thereof Borrower delivers to Administrative Agent and
Arranger liquidity projections satisfactory to them demonstrating that Borrower
will have sufficient cash or cash equivalents (including any then Available
Anticipated Asset Sale Proceeds) to make such Restricted Payment and each of the
three quarterly dividends next scheduled to be paid on its common stock (based
upon such then most recently approved dividend rate).

      5.14 USE OF PROCEEDS. Borrower shall use, and shall cause its subsidiaries
to use, the proceeds of the Loans hereunder solely to refinance the Maturing
Term Loan and for other general corporate purposes; provided that no more than
$150,000,000 may be used for such other general corporate purposes. Each Loan
the proceeds of which are used to refinance the Maturing Term Loan is herein
called an "A-1 Term Loan," and each Loan the proceeds of which are used for such
other general corporate purposes is herein called an "A-2 Term Loan."

                                   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:

               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

                                       26
<PAGE>

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 in the
payment of any principal, interest or other amount due under any agreement
involving the borrowing of money or the advance of credit (other than trade
payables or non-recourse indebtedness) and the outstanding amount or amounts
payable under all such agreements 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 for borrowed money (other than 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.

               6.1.7 Change in Control. Without the consent of the Majority
Lenders, (i) any entity, person (within the meaning of Section 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) that
theretofore was beneficial owner (as defined in Rule 13d-3 under the Exchange
Act) of less than 30% of Borrower's voting stock shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act), directly or
indirectly, of voting stock of Borrower (or other securities convertible into
such voting stock) representing 30

                                       27
<PAGE>

% or more of the combined voting power of all voting stock of Borrower; or (ii)
during any period of up to 24 consecutive months, commencing after the date
hereof, individuals who at the beginning of such 24-month period were directors
of Borrower shall cease for any reason to constitute a majority of the board of
directors of Borrower, provided that any person becoming a director subsequent
to the date hereof, whose election, or nomination for election by Borrower's
shareholders, was approved by a vote of at least a majority of the directors who
were either directors at the beginning of such period or whose election or
nomination for election was previously so approved (other than the election or
nomination of an individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of the
directors of Borrower) shall be, for purposes of this provision, considered as
though such person were a member of the board as of the beginning of such
period.

               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. Refuse, and Administrative Agent and the
Lenders 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

                                       28
<PAGE>

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 in respect of which any amounts are
outstanding 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 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. 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,

                                       29
<PAGE>

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 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.

                                       30
<PAGE>

      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 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 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

                                       31
<PAGE>

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 at any time by giving written notice thereof to the Lenders and
Borrower. Administrative Agent may be removed involuntarily only for a material
breach of its duties and obligations hereunder or under the other Credit
Facility Documents, or for gross negligence or willful misconduct in connection
with the performance of its duties hereunder or under the other Credit Facility
Documents and then only upon the affirmative vote of the Majority Lenders
(excluding Administrative Agent from such vote and Administrative Agent's
Proportionate Share of the Total Commitment from the amounts used to determine
the portion of the Total Commitment necessary to constitute the required
Proportionate Shares of the remaining Lenders). Upon any such resignation or
removal, the Majority Lenders shall have the right to appoint the successor
Administrative Agent hereunder with the consent of Borrower, 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. If no successor Administrative Agent shall have been so
appointed by the 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 (such consent not to be unreasonably withheld or delayed) appoint the
successor Administrative Agent hereunder 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 by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations as Administrative Agent only under the Credit
Facility Documents. After any retiring Administrative Agent's resignation or
removal hereunder as 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 under the 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 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

                                       32
<PAGE>

generally engage in any kind of business with Borrower or any other Person,
without any duty to account therefor to the Lenders.

      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 2.1.5, 2.5.1, 2.5.2, 2.5.3, 2.6, 2.7, 2.8,
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) Except as provided in Section 2.1.8, extend the maturity
of any Loans (including any extension of the Original Maturity Date or the
Maturity Date) or any Notes or reduce the principal amount thereof; or

                  (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
2.5.7 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.

                                       33
<PAGE>

               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 2.5.7, 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.

      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 (a) may, in its sole discretion and without any obligation
on its part to do so, fund the Loan on behalf of the Non-Advancing Lender and
(b) shall cooperate with Borrower or any other Lender to find another Person
that shall be acceptable to Administrative Agent and (unless an Event of Default
shall have occurred and is continuing) Borrower 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

                                       34
<PAGE>

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 2.7.3 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.

               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

                                       35
<PAGE>

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.

               7.14.1 Assignments. 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 thereunder), in the minimum amount of $1,000,000
(unless otherwise agreed by Administrative Agent, Arranger and Borrower), 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. 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 (an "Assignment and Assumption") evidencing
such sale, assignment, transfer or other disposition, in form and substance
reasonably satisfactory 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 a Note in the form 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 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.

               7.14.2 Register. Administrative Agent, acting for this purpose as
an agent of Borrower, shall maintain at one of its offices a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amount of the Loans to, each Lender pursuant to the terms hereof from time to
time (the "Register"). The entries in the Register shall be conclusive, and
Borrower, Administrative Agent and the Lenders may treat each Person whose name
is recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all purposes of this Agreement, notwithstanding notice to the contrary.

      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

                                       36
<PAGE>

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 Note held by
it as collateral security provided that any payment in respect of such assigned
Loans or Note 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 Note to
the extent of such payment. No such assignment shall release the assigning
Lender from its obligations hereunder.

                                  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:             Merrill Lynch Bank USA
                                        15 W. South Temple Street
                                        Suite 300
                                        Salt Lake City, UT 84101
                                        Attention:  Julie Young
                                        Telephone No.:  (801) 526-8331
                                        Telecopy No.:  (801) 359-4667

With a copy to:                         Attention:  Derek Befus
                                        Telephone No.:  (801) 526-6814
                                        Telecopy No.:  (801) 531-7470

If to Borrower:                         TECO Energy, Inc.
                                        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.

      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

                                       37
<PAGE>

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.

      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,

                                       38
<PAGE>

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. 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 shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.

      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.

      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


                                       39
<PAGE>

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. 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,
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

                                       40
<PAGE>

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]



                                       41
<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:

                                    TECO ENERGY, INC.


                                    By:  /s/ Sandra W. Callahan
                                        ----------------------------------------
                                        Name:  Sandra W. Callahan
                                        Title:  Vice President-Treasury and Risk
                                                      Management (Treasurer) and
                                                      Assistant Secretary



<PAGE>






                                       LENDERS:

                                       MERRILL LYNCH BANK USA, as Administrative
                                       Agent and Lender


                                       By: /s/ Louise Alder
                                          --------------------------------
                                              Name: Louise Alder
                                              Title: Vice President





<PAGE>






                                   SCHEDULE 1


                LENDERS, LENDING OFFICES AND PROPORTIONATE SHARES
<TABLE>
<CAPTION>

Bank                                                         Percentage of Loans
----                                                         -------------------
<S>                                                          <C>


Merrill Lynch Bank USA                                               100%
15 W. South Temple Street
Suite 300
Salt Lake City, UT 84101
Attention:  Julie Young
Telephone No.:  (801) 526-8331
Telecopy No.:  (801) 359-4667

and

Attention:  Derek Befus
Telephone No.:  (801) 526-6814
Telecopy No.:  (801) 531-7470
</TABLE>








                                Schedule 1 -- 1


<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

                  "A-1 Term Loan" has the meaning given it in Section 5.14 of
the Credit Agreement.

                  "A-2 Term Loan" has the meaning given it in Section 5.14 of
the Credit Agreement.

                  "Administrative Agent" means Merrill Lynch Bank USA, 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, (a) as to any LIBOR Loan for any
day in any Monthly Period, a rate per annum equal to the sum of (i) the Fixed
Rate Treasury Spread for the applicable Determination Date minus the Buy Side
Swap Spread for such Determination Date plus (ii) 0.25% and (b) as to any Base
Rate Loan at any time, a rate per annum that is 1.00% less than the Applicable
Margin then in effect as to LIBOR Loans (provided that, in no event shall the
Applicable Margin for Base Rate Loans be less than zero).

                  "Arranger" means Merrill Lynch & Co. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated.

                  "Available Anticipated Asset Sale Proceeds" means, at any
time, the Net Cash Proceeds then reasonably anticipated to be received by
Borrower or any of its subsidiaries and available to Borrower (through dividends
from a selling subsidiary or otherwise) from the sale prior to the Maturity Date
then in effect of any of its assets pursuant to an executed definitive purchase
and sale agreement that is subject only to the satisfaction of customary
conditions, provided that such Net Cash Proceeds may only be utilized for one of
three purposes in accordance with this Agreement, namely, either (a) to reduce
the amount of a mandatory prepayment and/or commitment reduction otherwise
required pursuant to Section 2.1.7.3(e) of the Credit Agreement, (b) to reduce
the amount of a mandatory prepayment and/or commitment reduction in accordance
with Section 2.1.7.3(g) of the Credit Agreement or (c) to satisfy the
requirements of Sections 3.2.6 and/or Section 5.13 of the Credit Agreement that
Borrower demonstrate sufficient liquidity to be permitted to borrow or pay a
dividend, as the case may be.

                  "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.

                  "Borrower" means TECO Energy, Inc., 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.

                  "Buy Side Swap Spread" for any Determination Date means the
bid column swap spread between United States Treasury securities and London
interbank offered rate borrowings as quoted on page 18 of the Bloomberg Screen
IRSB (or such other page and place as may replace such page on such service for
displaying the information referred to therein) with respect

                                      A-2
<PAGE>
to a United States Treasury security listed on such page with a maturity most
nearly equal to that of the Comparison Notes, as determined by Administrative
Agent as of 11:00 a.m. (New York City time) on such Determination Date.

                  "Capital Adequacy Requirement" has the meaning given in
Section 2.7.4 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 2.7.2 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.

                  "Commitment Fee" has the meaning given in Section 2.4.1 of the
Credit Agreement.

                  "Comparison Notes" means Borrower's 7.20% Senior Notes due May
1, 2011 issued and outstanding on the date of this Agreement or, when used in
the determination of the Applicable Margin, if on any Determination Date, no
such Notes are outstanding, the issued and outstanding notes or debentures of
Borrower selected by Administrative Agent in its sole discretion.

                  "Confirmation of Interest Period Selection" has the meaning
given in Section 2.1.3.4(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.


                                      A-3
<PAGE>
                  "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 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 April 9, 2003 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) or Arranger, on the one hand,
and Borrower, on the other hand, in connection with the transactions
contemplated by the Credit Facility Documents mentioned above.

                  "Default Rate" means (a) with respect to principal, the
interest rate per annum equal to the greater of (x) the interest rate per annum
equal then applicable to such Loans pursuant to Section 2.1.3.1, plus two
percent (2%) and (y) the interest rate then applicable to Base Rate Loans
pursuant to Section 2.1.3.1(a), plus two percent (2%), and (b) with respect to
any other amounts, the interest rate then applicable to Base Rate Loans pursuant
to Section 2.1.3.1(a), 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).

                  "Determination Date" means, for any Monthly Period, the second
Banking Day prior to the first day of such Monthly Period.

                  "Disposition" means, with respect to any property, any sale,
lease, sale and leaseback, assignment, conveyance, transfer or other disposition
of such property, but does not include (a) the creation of any Lien or (b) any
sale, lease, sale and leaseback, assignment, conveyance, transfer or other
disposition of such property (i) between Borrower and its subsidiaries, or
between any subsidiaries, (ii) in the ordinary course of business and on
ordinary business terms or (iii) the transaction currently being negotiated with
Wachovia Securities, Inc. relating to the securitization of receivables or a
similar transaction in the aggregate amount not in excess of $150,000,000.


                                      A-4
<PAGE>
                  "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.

                  "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 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 Recital B 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 April
9, 2003, between Arranger and Borrower.

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

                  "Fixed Rate Treasury Spread" for any Determination Date, means
the excess, if any, of (a) the average of the yields to maturity on the
Determination Date on the Comparison Notes received by Administrative Agent from
each of the Quoting Dealers (based on bid price) over (b) the average of the
yields to maturity on the Determination Date on a U.S. Treasury

                                      A-5
<PAGE>
security with a maturity most nearly equal to the maturity of the Comparison
Notes received by Administrative Agent from the Quoting Dealers.

                  "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.

                  "Hardee Power Plant" means the power plant owned by Hardee
Power Partner, Ltd., a Florida limited partnership, located in Hardee and Polk
counties, Florida, and related assets.

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

                  "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 Tampa
Electric) 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

                                      A-6
<PAGE>
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 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.

                  "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 1/16th of 1%) equal to (a)(i) the
rate per annum determined by the British Bankers' Association on the basis of
the rate for deposits in Dollars for a period equal to such Interest Period
commencing on the first day of such Interest Period appearing on Page 3750 of
the Telerate screen as of 11:00 a.m., London time, two Business Days prior to
the beginning of such Interest Period or (ii) in the event that such rate does
not appear on Page 3750 of the Telerate screen (or otherwise on such screen),
the rate per annum (rounded upwards, if necessary, to the nearest 1/16th of 1%)
determined by reference to such other comparable publicly available service for
displaying LIBOR rates as may be selected by Administrative Agent after
consultation with Borrower 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-7
<PAGE>
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 2.8 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.

                  "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.

                  "Maturing Term Loan" has the meaning given in the Recital A of
the Credit Agreement.

                  "Maturity Date" means the Original Maturity Date, unless
Borrower exercises the option to extend the Original Maturity Date in accordance
with Section 2.1.8 of the Credit Agreement, in which case the Maturity Date
shall be the date indicated as such in the Notice of Extension delivered
pursuant to such Section.

                  "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 12:00 p.m. on the
Banking Day of any Borrowing or conversion of a Loan resulting in whole or in
part in one or more Base Rate Loans.

                  "Monthly Period" means each of the successive periods of one
month, the first of which shall commence on the date of the initial Loan.

                  "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).


                                      A-8
<PAGE>
                  "Net Cash Proceeds" means

                  (a)      in connection with any Targeted Asset Sale Event or
                           any Disposition under clause (ii) of the definition
                           of "Prepayment Event", the proceeds thereof in the
                           form of cash and cash equivalents (including any such
                           proceeds received by way of deferred payment of
                           principal pursuant to a note or installment
                           receivable or purchase price adjustment receivable or
                           otherwise, but only as and when received) of such
                           Targeted Asset Sale Event or Prepayment Event, as
                           applicable, net of (x) (1) attorneys' fees,
                           accountants' fees, investment banking fees and other
                           customary fees and expenses actually incurred in
                           connection therewith and (2) debt of a subsidiary of
                           Borrower that is repaid in connection with a sale of
                           such subsidiary or its assets and (y) amounts
                           required to be applied to the repayment of debt (i)
                           in accordance with any mandatory prepayment or
                           redemption provisions of any debt of Borrower or any
                           of its subsidiaries outstanding on the date of this
                           Agreement or (ii) secured by a Lien on the property
                           that is the subject of such Disposition and the
                           transferee of, or the holder of a Lien on, such
                           property requires that such debt be repaid as a
                           condition to the purchase of such property, provided
                           that, the amount of such Net Cash Proceeds shall be
                           determined under this clause (a) on a pre-tax basis
                           and shall be calculated without deduction for
                           make-whole payments and other prepayment fees that
                           become due as a result of Dispositions; provided
                           further, that such Net Cash Proceeds received by a
                           utility subsidiary of the Borrower shall be limited
                           to the amount that may be paid as dividends by such
                           subsidiary to the Borrower in accordance with
                           applicable laws and regulatory restrictions on the
                           payment of dividends;

                  (b)      in connection with any transaction described in
                           clause (i) of the definition of "Prepayment Event",
                           the cash proceeds received from such transaction, net
                           of (without duplication) attorneys' fees, investment
                           banking fees, accountants' fees, underwriting
                           discounts and commissions and other customary fees
                           and expenses actually incurred in connection
                           therewith, and amounts required to be applied to the
                           repayment of debt in accordance with any mandatory
                           prepayment or redemption provisions of any debt of
                           Borrower or any of its subsidiaries outstanding on
                           the date of this Agreement, provided that, in the
                           case of any such transaction effected by a utility
                           subsidiary, such net cash proceeds shall be deemed to
                           constitute Net Cash Proceeds only to the extent such
                           amount is paid as a dividend on its Equity Interests
                           in an amount in excess of (x) dividends permitted to
                           be paid out of the ordinary net income of such
                           subsidiary and (y) capital contributions made to such
                           subsidiary by Borrower subsequent to the date of this
                           Agreement that shall not previously have been
                           returned to the Borrower through the payment of
                           extraordinary dividends;


                                      A-9
<PAGE>
                  (c)      in connection with any Refinancing Event, the amount
                           of the Maturing Term Loan which is repaid, prepaid,
                           renewed, extended or refinanced on the date of such
                           Refinancing Event; and

                  (d)      in connection with any Proposed Financing that is not
                           completed, the cash proceeds if it had been completed
                           that the Arranger reasonably determines would have
                           been received by Borrower and (to the extent such
                           proceeds could, taking into account restrictions
                           imposed by applicable laws, regulatory restrictions
                           and contractual obligations, be made available to
                           Borrower) its Subsidiaries therefrom, net of (without
                           duplication) attorneys' fees, investment banking
                           fees, accountants' fees, underwriting discounts and
                           commissions and other customary fees and expenses
                           that the Arranger reasonably determines would have
                           been incurred in connection therewith, and amounts
                           which would have been required to be applied to the
                           repayment of debt in accordance with any mandatory
                           prepayment or redemption provisions of any debt of
                           Borrower or any of its subsidiaries outstanding on
                           the date of this Agreement.

                  "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 (other than the assets or revenues of TPS
or any subsidiary of TPS).

                  "Note" has the meaning given in Section 2.1.6 of the Credit
Agreement. "Notice of Borrowing" has the meaning given in Section 2.1.1.2 of the
Credit Agreement.

                  "Notice of Conversion of Loan Type" has the meaning given in
Section 2.1.4 of the Credit Agreement.

                  "Notice of Extension" has the meaning given in Section 2.1.8
of the Credit Agreement.

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

                  "Original Maturity Date" means the day which is three hundred
sixty-four days after the date of the Credit Agreement.

                  "Other Taxes" has the meaning given in Section 2.5.4.1 of the
Credit Agreement.

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


                                      A-10
<PAGE>
                  "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.

                  "Prepayment Event" means (i) the issuance and sale of any debt
(taxable or municipal) securities or the issuance and sale of any equity or
equity-linked securities by Borrower or any of its subsidiaries (excluding the
transaction currently proposed to be entered into by Tampa Electric Company with
lenders arranged by SG Cowan Securities Corporation or any replacement of such
transaction constituting a sale of debt securities by Tampa Electric Company for
aggregate gross cash proceeds not in excess of $250,000,000) or (ii) the
Disposition by Borrower or any of its subsidiaries of any property or assets
other than TECO Transport Corporation or the Hardee Power Plant.

                  "Prime Rate" means, for any day, the rate of interest per
annum published in the Wall Street Journal for such day as the prime rate,
provided that, should for any reason no prime rate be published by the Wall
Street Journal, the Prime Rate shall be the rate per annum publicly announced by
JPMorgan Chase Bank as its prime rate for such day.

                  "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 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, Administrative Agent may revise Schedule 1 to reflect the
Lenders' Proportionate Shares after giving effect to such transfer.

                  "Proposed Financing" means a proposed issuance of debt
securities or, if mutually agreed by Borrower and Arranger, convertible debt
securities, the terms of which are reasonable and prudent, that could reasonably
be expected to be completed on a timely basis (assuming reasonable cooperation
by Borrower and its subsidiaries, including in connection with the preparation
of any required registration statement or offering memorandum) and that is
presented to Borrower or any of its subsidiaries by Arranger on or subsequent to
the date which is 90 days prior to the Maturity Date then in effect but that is
not accepted by Borrower or such subsidiary, as the case may be.

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

                  "Quoting Dealers" means collectively, Merrill Lynch, Pierce,
Fenner & Smith Inc. and two other dealers of comparable recognized standing
identified by Administrative Agent in consultation with Borrower.


                                      A-11
<PAGE>
                  "Refinancing Event" means, either (x) the repayment or
prepayment of the Maturing Term Loan or (y) the renewal, extension or
refinancing of the Maturing Term Loan to a date later than the Maturity Date in
effect on the date of such renewal, extension or refinancing.

                  "Register" has the meaning given it in Section 7.14.2 of the
Credit Agreement.

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

                  "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.

                  "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 having Proportionate
Shares in all outstanding Loans (without including any unfunded Commitments)
which in the aggregate exceed 66.7%.

                  "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).

                  "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in Borrower, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any such Equity Interests in Borrower or any option, warrant or other right to
acquire any such Equity Interests in Borrower.

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


                                      A-12
<PAGE>
                  "Significant Subsidiary" means, collectively, Tampa Electric,
TPS and any other 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).

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

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

                  "Targeted Asset Sale Event" means the Disposition (including
as a result of casualty or condemnation and including by means of a sale of
substantially all the Equity Interests therein or the assets thereof, a merger
or consolidation or otherwise) by Borrower and its subsidiaries of TECO
Transport Corporation or the Hardee Power Plant.

                  "Taxes" has the meaning given in Section 2.5.4.1 of the Credit
Agreement.

                  "TECO Transport Corporation" means TECO Transport Corporation,
a Florida corporation.

                  "TECO Subordinated Debentures" means the 8.50% Junior
Subordinated Notes due 2041, issued by Borrower 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 2.3.1 of
the Credit Agreement.

                  "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.

                  "TPS" means TECO Power Services Corporation, a Florida
corporation.

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




                                      A-13
<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.
<PAGE>
                                    EXHIBIT B

                                  FORM OF NOTE

$______________                                               New York, New York
Note No. _______                                              ____________, 200_

                  For value received, the undersigned TECO ENERGY, INC., 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
April __, 2003 (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 ____________, 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 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 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.


                                      B-1
<PAGE>
                  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 shall be governed by, and construed and interpreted
in accordance with, the laws of the State of New York.

                      [THE NEXT PAGE IS THE SIGNATURE PAGE]




                                      B-2
<PAGE>
                                        TECO ENERGY, INC.


                                        By:
                                             ------------------------------
                                             Name:
                                             Title:




                                      B-3
<PAGE>
<TABLE>
<CAPTION>
             Date                         Advance              Prepayment or Repayment        Outstanding Balance
             ----                         -------              -----------------------        -------------------
<S>                                       <C>                  <C>                            <C>
</TABLE>



                                      B-4
<PAGE>
                                   EXHIBIT C-1

                           FORM OF NOTICE OF BORROWING

[Insert Administrative Agent address]



                  Re:  TECO Energy, Inc. 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 April __, 2003 (as amended,
modified or supplemented from time to time, the "Credit Agreement"), among TECO
Energy, Inc., a Florida corporation ("Borrower"), the financial institutions
named therein (the "Lenders") and __________, 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:

                           8.16.1.2 The requested date of the Borrowing is
________________, 200_, which is a Banking Day.

                           8.16.1.3 (a) The total amount of requested A-1 Term
Loans is $________________

                                    (b) The total amount of requested A-2 Term
Loans is $________________

                           8.16.1.4 Borrowers request the following funding
options:

                                    (a) Base Rate Loan amount: $________________

                                    (b) LIBOR Loan amount: $________________

<TABLE>
<CAPTION>
         Amount Requested                   Initial Interest Period
         ----------------                   -----------------------
<S>                                         <C>
           $___________                       ____________ months
           $___________                       ____________ months
           $___________                       ____________ months
</TABLE>

[The proceeds of the Loan should be sent as follows: [Insert wiring
instructions]]




                                     C-1-1
<PAGE>
                  The undersigned further confirms and certifies to
Administrative Agent and each Lender that (i) the requested Loans, when
aggregated with all Loans then outstanding, will not exceed the Total
Commitment, (ii) the requested A-2 Term Loans, when aggregated with all the A-2
Term Loans then outstanding, will not exceed $150,000,000 and (iii) 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]




                                     C-1-2
<PAGE>
                                        TECO ENERGY, INC.


                                        By:
                                             ------------------------------
                                             Name:
                                             Title:




                                     C-1-3
<PAGE>
                                   EXHIBIT C-2

                    FORM OF NOTICE OF CONVERSION OF LOAN TYPE

                                     [Date]

[Insert Administrative Agent Address]



                  Re:  TECO Energy, Inc.:  Notice of Conversion of Loan Type

                  Reference is hereby made to that certain Credit Agreement
dated as of April __, 2003 (as amended, amended and restated or otherwise
modified from time to time, the "Credit Agreement"), among TECO Energy, Inc., a
Florida corporation ("Borrower"), the financial institutions named therein (the
"Lenders") and ________, 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 2.1.4 of the Credit Agreement, Borrower
hereby requests conversion of the following Loans as set forth below [include
only those which are applicable]:

<TABLE>
<S>                                                                                         <C>
                  8.16.2 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 _________________, ____:                             $__________

                  8.16.3 Conversion of LIBOR Loans to Base Rate Loans:

                  LIBOR Loans in the following amount:                                      $__________
                  to be converted to Base Rate Loans.
</TABLE>

                  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.




                                     C-2-1
<PAGE>
                  IN WITNESS WHEREOF, Borrower has executed this Notice of
Conversion of Loan Type on the date set forth above.

                                        TECO ENERGY, INC.


                                        By:_____________________________________
                                           Name:
                                           Title:

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

__________________,                            Date:  ____________________, ____
as Administrative Agent for the Banks

By: ___________
Name:
Title:




                                     C-2-2
<PAGE>
                                   EXHIBIT C-3

                FORM OF CONFIRMATION OF INTEREST PERIOD SELECTION

                                     [Date]

[Insert Administrative Agent address]



                  Re:      TECO Energy, Inc. Credit Agreement: Confirmation of
                           Interest Period Selection

                  This Confirmation of Interest Period Selection is delivered to
you pursuant to Section 2.1.3.4(b) of the Credit Agreement dated as of April __,
2003 ("Credit Agreement"), among TECO Energy, Inc., 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 2.1.3.4(b) of the Credit Agreement.

                  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]




                                     C-3-1
<PAGE>
                                        TECO ENERGY, INC.


                                        By: _______________________________
                                            Name:
                                            Title:

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

_______________                                 Date: ____________________, ____
as Administrative Agent for the Lenders

By: _______________________________
    Name:
    Title:




                                     C-3-2
<PAGE>
                                   EXHIBIT C-4

                           FORM OF NOTICE OF EXTENSION

                                     [Date]

[Insert Administrative Agent address]


                  Re:      TECO Energy, Inc. Credit Agreement: Notice of
                           Extension

                  This Notice of Extension is delivered to you pursuant to
Section 2.1.8 of that certain Credit Agreement dated as of April __, 2003 (as
amended, amended and restated or otherwise modified from time to time, the
"Credit Agreement"), among TECO Energy, Inc., a Florida corporation
("Borrower"), the financial institutions named therein ("Lenders") and
[________________], 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 Extension constitutes a request for extension
of all outstanding Loans. The Termination Date shall be extended to _____ ___,
200_, which is a Banking Day and which is no later than six months after the
Original Termination Date.

                                        TECO ENERGY, INC.


                                        By: ____________________________________
                                            Name:
                                            Title:

                  The undersigned acknowledges receipt of a copy of this Notice
of Extension:

_________________,                                    Date:  ________, ____
as Administrative Agent for the Lenders


By:________________________
   Name:
   Title:




                                     C-4-1
<PAGE>
                                    EXHIBIT D

                     FORM OF 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 April,
2003, to __________, as administrative agent ("Administrative Agent") for the
Lenders under that certain Credit Agreement, dated as of April __, 2003 (as
amended, modified or supplemented from time to time, the "Credit Agreement")
among TECO Energy, Inc., a Florida corporation ("Borrower"), the financial
institutions named therein (the "Lenders") and Administrative Agent, that:

                  (i) 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.

                  (ii) 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).

                  (iii) There exists no Event of Default or Inchoate Default as
         of the Closing Date.

                  (iv) 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 PAGE FOLLOWS]




                                      D-1
<PAGE>
                  IN WITNESS WHEREOF, Borrower has executed this Certificate on
the date set forth above.

                                        TECO ENERGY, INC.


                                        By: ____________________________________
                                            Name:
                                            Title:




                                      D-2