EX-10.1



 Exhibit 10.1 

EXECUTION COPY 
 AMENDMENT NO. 2

 TO 
 LOAN AND SERVICING
AGREEMENT 
 This AMENDMENT NO. 2 TO LOAN AND SERVICING AGREEMENT (this “Amendment”) dated as of March 23, 2018 is by
and among Tampa Electric Company, in its capacity as “Servicer” under the Loan Agreement (as defined below); TEC Receivables Corp., in its capacity as “Borrower”, The Bank of Tokyo-Mitsubishi UFJ, Ltd., in its
capacities as “Program Agent”, a “Managing Agent” and a “Committed Lender”, and Royal Bank of Canada, in its capacities as a “Managing Agent” and a “Committed
Lender.” Capitalized terms used herein but not specifically defined herein shall have the meanings given to such terms in the Loan Agreement (as defined below). 

PRELIMINARY STATEMENTS: 

(1)    The Servicer, the Borrower, the Committed Lenders, the Managing Agents, the Program Agent and certain Conduit
Lenders are parties to that certain Loan and Servicing Agreement dated as of March 24, 2015, as amended by Amendment No. 1 to Loan and Servicing Agreement dated as of August 10, 2016 (the “Loan Agreement”). 

(2)    The parties hereto wish to amend the Loan Agreement, in accordance with Section 10.01(b) thereof, upon the
terms and subject to the conditions set forth herein. 
 NOW, THEREFORE, the parties hereto agree as follows: 

SECTION 1.    Amendments to the Loan Agreement. Effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2 hereof, the Loan Agreement is hereby amended as follows: 
  

	 	A.	The definition of “Scheduled Termination Date” in Section 1.01 is hereby amended to replace the date “March 23, 2018” appearing in two places therein with the date
“March 22, 2021” in both places. 

  

	 	B.	Each reference to “The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch” appearing in the Loan Agreement and in each other Facility Document (including any schedules, exhibits, and annexes thereto) is
hereby replaced with “The Bank of Tokyo-Mitsubishi UFJ, Ltd.”. 

  

	 	C.	Section 2.08 is hereby amended to read in its entirety as follows: 

 “SECTION 2.08.
Deemed Collections. If on any day the Originator is deemed to have received a Deemed Collection (as such term is defined in the Purchase Agreement) with respect to any Pool Receivable pursuant to Section 2.02(f) of the Purchase
Agreement, then the Borrower shall be deemed to have received on such day an amount equal to such Deemed Collection; provided, that any such Deemed Collections may be applied as set forth in Section 2.02(f) of the








 
Purchase Agreement. If the Borrower is on any day deemed to have received Deemed Collections pursuant to this Section 2.08 from and after the Termination Date, on such
day the Borrower shall pay an amount of funds equal to such Deemed Collections to the Servicer for allocation and application in accordance with Section 2.07.” 

 

	 	D.	Section 7.01(g)(iv) is hereby amended to replace the percentage “1.00%” appearing therein with the percentage “1.25%”. 


 

	 	E.	Exhibit F is hereby amended to delete the existing Exhibit F and to replace it in its entirety with the “Exhibit F” attached to this Amendment. 


 

	 	F.	Schedule II is hereby amended to delete the existing Schedule II and to replace it in its entirety with the “Schedule II” attached to this Amendment. 


 

	 	G.	Schedule IV is hereby amended to delete the existing Schedule IV and to replace it in its entirety with the “Schedule IV” attached to this Amendment. 


 

	 	H.	Schedule V is hereby amended to delete the existing Schedule V and to replace it in its entirety with the “Schedule V” attached to this Amendment. 


SECTION 2.    Conditions of Effectiveness. This Amendment shall become effective as of the date hereof upon
the receipt (i) by the Program Agent of (a) this Amendment duly executed by all of the parties hereto and (b) the Amended and Restated Fee Letter dated the date hereof (the “Fee Letter”) duly executed by all of the parties
thereto, and (ii) by each Managing Agent of the Upfront Fee (as defined in the Fee Letter). 

SECTION 3.    Representations and Warranties. 

A.    Upon the effectiveness of this Amendment, each of the Borrower and the Servicer hereby reaffirms all covenants,
representations and warranties made by it in the Loan Agreement and agrees that all such covenants, representations and warranties shall be deemed to have been re-made as of the effective date of this
Amendment, unless such representations and warranties by their terms refer to an earlier date than the Effective Date, in which case they shall be correct on and as of such earlier date. 

B.    Each of the Borrower and the Servicer hereby represents and warrants as to itself (i) that this Amendment
constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors’ rights generally and general principles of equity which may limit the availability of equitable remedies and (ii) upon the effectiveness of this Amendment, that no event shall have occurred and be continuing
which constitutes an Event of Termination or an Incipient Event of Termination. 
  

  
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 SECTION 4.    Reference to and Effect on the Loan Agreement. 

A.    On and after the effective date of this Amendment, each reference in the Loan Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Loan Agreement and each reference to the Loan Agreement in any certificate delivered in connection therewith, shall mean and be a
reference to the Loan Agreement as amended hereby. 
 B.    Each of the parties hereto hereby agrees that, except as
specifically amended above, the Loan Agreement is hereby ratified and confirmed and shall continue to be in full force and effect and enforceable, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or
other similar laws relating to or limiting creditors’ rights generally and general equitable principles. 

C.    The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or
remedy of any Lender, any Managing Agent or the Program Agent under the Loan Agreement or any of the other Facility Documents, nor constitute a waiver of any provision contained therein. 

SECTION 5.    Execution in Counterparts. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. 

SECTION 6.    Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. 
 [Signature pages follow.] 

 

  
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 IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first
above written. 
  

			
	TAMPA ELECTRIC COMPANY,as Servicer
		
	By:	 	/s/ Kim M. Caruso
	Name:	 	Kim M. Caruso
	Title:	 	Treasurer
		
	By:	 	/s/ Gregory W. Blunden
	Name:	 	Gregory W. Blunden
	Title:	 	Senior Vice President – Finance and Accounting and Chief Financial Officer
	
	TEC RECEIVABLES CORP., AS BORROWER
		
	By:	 	/s/ Kim M. Caruso
	Name:	 	Kim M. Caruso
	Title:	 	Treasurer
		
	By:	 	/s/ Sarah R. MacDonald
	Name:	 	Sarah R. MacDonald
	Title:	 	Director


 Signature Page to Amendment No. 2 

to 
 Loan and Servicing
Agreement 







 
			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Program Agent, as a Managing Agent and as a Committed Lender
		
	By:	 	/s/ Eric Williams
	Name:	 	Eric Williams
	Title:	 	Managing Director


 Signature Page to Amendment No. 2 

to 
 Loan and Servicing
Agreement 







 
			
	ROYAL BANK OF CANADA, as a Managing Agent and as a Committed Lender
		
	By:	 	/s/ Robert S. Jones
	Name:	 	Robert S. Jones
	Title:	 	Authorized Signatory
		
	By:	 	/s/ Veronica L. Gallagher
	Name:	 	Veronica L. Gallagher
	Title:	 	Authorized Signatory


 Signature Page to Amendment No. 2 

to 
 Loan and Servicing
Agreement 







 EXHIBIT F 

LIST OF DEPOSIT ACCOUNTS; DEPOSIT ACCOUNT BANKS; 

ALTERNATE PAYMENT LOCATIONS; LOCK BOXES; LOCK BOX PROCESSORS 

[intentionally omitted] 







 SCHEDULE II 

NOTICE ADDRESSES 
 BTMU as Program Agent and a
Managing Agent: 
 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. 

1251 Avenue of the Americas, 10th Floor 

New York, New York 10020 
 Attention: Securitization Group 

Telephone No.: (212) 782-6957 

Telecopier No.: (212) 782-6448 

Email:    securitization_reporting@us.mufg.jp 

               ewilliams@us.mufg.jp 

               nmounier@us.mufg.jp 

BTMU as a Committed Lender: 
 THE BANK OF
TOKYO-MITSUBISHI UFJ, LTD. 
 Harborside Financial Center Plaza III 

Jersey City, New Jersey 07311 
 Telecopier No.: 201-369-2149 

Email:    securitization_reporting@us.mufg.jp 

With a copy to: 
 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. 

1251 Avenue of the Americas, 10th Floor 

New York, New York 10020 
 Attention: Securitization Group 

Telephone No.: (212) 782-6957 

Telecopier No.: (212) 782-6448 

Email:    securitization_reporting@us.mufg.jp 

               ewilliams@us.mufg.jp 

               nmounier@us.mufg.jp 

VICTORY RECEIVABLES CORPORATION 
 c/o Global Securitization
Services, LLC 
 68 South Service Road, Suite 120 Melville, NY 11747 

Telephone:     (631) 930-7216 

Facsimile:     (212) 302-8767 

Attention:     David V. DeAngelis 

Email:    ddeangelis@gssnyc.com 







 With a copy to: 

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. 
 1251 Avenue of the
Americas, 10th Floor 
 New York, New York 10020 

Attention: Securitization Group 
 Telephone No.: (212) 782-6957 
 Telecopier No.: (212) 782-6448 

Email:    securitization_reporting@us.mufg.jp 

               ewilliams@us.mufg.jp 

               nmounier@us.mufg.jp 

Royal Bank of Canada as a Managing Agent: 
 ROYAL BANK OF
CANADA 
 200 Vesey Street 
 New York, New York 10281-8098 

Attention: Securitization Finance 
 Telephone: (212) 428-6537 
 Email:    conduit.management@rbccm.com 

Royal Bank of Canada as a Committed Lender: 
 ROYAL BANK
OF CANADA 
 Royal Bank Plaza, North Tower 
 200 Bay Street 

2nd Floor 
 Toronto Ontario M5J2W7 

Attn: Securitization Finance 
 Telephone:(416)-842-3842 
 Email:    conduit.management@rbccm.com 

With a copy to: 
 ROYAL BANK OF CANADA 

Two Little Falls Center 
 2751 Centerville Road 

Suite 212 
 Wilmington, DE 19808 

Telephone: (302) 892-5903 

Email:    conduit.management@rbccm.com 

  
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 OLD LINE FUNDING, LLC 

c/o Global Securitization Services, LLC 
 68 South Service Road,
Suite 120 
 Melville, NY 11747 
 Attention:
    Kevin BurnsTelephone: 
 (631) 587-4700 

Email:    : RBCUS@gssnyc.com 
 With a copy
to: 
 ROYAL BANK OF CANADA 
 Two Little Falls Center 

2751 Centerville Road 
 Suite 212 

Wilmington, DE 19808 
 Telephone: (302) 892-5903 
 Email:    conduit.management@rbccm.com 

TEC RECEIVABLES CORP. 
 TECO Plaza 

702 N. Franklin Street, 8th Floor 
 Tampa, FL 33602 

Attention: Kim Caruso, Treasury Department 
 Telephone: (813) 228-1012 
 Facsimile No.: (813) 228-4262 

TAMPA ELECTRIC COMPANY 
 TECO Plaza 

702 N. Franklin Street 
 Tampa, FL 33602 

Attention: Corporate Secretary 
 Telephone: (813) 228-1808 
 Facsimile No.: (813) 228-1328 

  
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 SCHEDULE IV 

CONCENTRATION PERCENTAGES 
  

									
	  	 	Unbilled
Overconcentration
Percentage	 	Customer Deposit
Overconcentration
Percentage	 	Taxes
Overconcentration
Percentage	 	Government
Receivables
Overconcentration
Percentage
	 	 	 	 	 
	
Level 1

Ratings Period
	 	100%	 	100%	 	100%	 	7.5%
	 	 	 	 	 
	
Level 2

Ratings Period
	 	100%	 	50%	 	50%	 	5%
	 	 	 	 	 
	
Level 3

Ratings Period
	 	95%	 	0%	 	0%	 	5%
	 	 	 	 	 
	
Level 4

Ratings Period
	 	90%	 	0%	 	0%	 	0%
	 	 	 	 	 
	
Level 5

Ratings Period
	 	70%	 	0%	 	0%	 	0%









 SCHEDULE V 

LIST OF APPROVED SUB-SERVICERS 

Bill2Pay, LLC 
 Official Payments Corporation (Online Resources,
Inc.) 
 JP Morgan Chase