Amendment No. 1 dated as of Mar. 16, 2005 to Credit Agreement



 Exhibit 10.1 
  
 EXECUTION COPY 
  
 AMENDMENT NO. 1 
  
 AMENDMENT NO. 1 dated as of March 16, 2005 to the Credit Agreement referred to below, between TECO ENERGY, INC., a Florida corporation (the “Borrower”), TECO FINANCE, INC., a Florida corporation (the “LC
Obligor” and, together with the Borrower, the “Obligors”), each of the Lenders identified under the caption “LENDERS” on the signature pages hereto and JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase
Bank), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). 
  
 The Obligors, the Lenders party thereto (individually, a “Lender” and, collectively, the “Lenders”) and the
Administrative Agent are parties to a Credit Agreement dated as of June 30, 2004 (as amended, the “Credit Agreement”). The Obligors and the Required Lenders wish to amend the Credit Agreement in certain respects, and accordingly,
the parties hereto hereby agree as follows: 
  
 Section 1.
Definitions. Capitalized terms used in this Amendment No. 1 and not otherwise defined are used herein as defined in the Credit Agreement. 
  
 Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 hereof, but effective as of the date hereof,
the Credit Agreement shall be amended as follows: 
  
 2.01.
References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”)
shall be deemed to be references to the Credit Agreement as amended hereby. 
  
 2.02. Section 5.3.4 of the Credit Agreement is hereby amended in its entirety to read as follows: 
  
 “5.3.4 Except for the Pledge Agreement, Borrower shall not, and shall not permit any of its Subsidiaries to, 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 Interests (any such transaction, an “Equity Disposition”) in LC
Obligor, Pledgor, any TECO Transport Entity, any TECO Coal Entity or any Significant Subsidiary; provided that (i) Borrower or any of its Subsidiaries may engage in limited recourse project financing transactions as provided in Section 5.3.3;
(ii) Tampa Electric may issue preferred stock; and (iii) Borrower or its Subsidiaries may make an Equity Disposition of Equity Interests in a Subsidiary of TECO Coal or in a Subsidiary of TECO Transport (A) for an amount not less than the fair value
thereof, comprised of (I) cash and/or (II) non-cash consideration not in excess of 25% of the total proceeds of such Equity Disposition or (B) as long as such Equity Disposition does not constitute the disposition, directly or indirectly, of any
substantial part of the property, business 

  









 
or assets of the TECO Coal Entities taken as a whole or of the TECO Transport Entities taken as a whole; provided that any such Equity Disposition of
Equity Interests in any Subsidiary of TECO Transport, or any subsequent disposition or use of the proceeds of such Equity Disposition, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.”

  
 Section 3. Representations and Warranties. Each Obligor
(as to itself and its Subsidiaries) represents and warrants to the Lenders that (a) its representations and warranties set forth in Article IV of the Credit Agreement are true and complete on the date hereof as if made on and as of the date hereof
and as if each reference in said Article IV to “this Agreement” included reference to this Amendment No. 1 (unless such representation and warranty relates solely to another time, in which event such representation or warranty is true and
correct as of such other time) and (b) no Event of Default or Inchoate Default shall have occurred and be continuing. 
  
 Section 4. Conditions Precedent to Effectiveness. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon
receipt by the Administrative Agent of one or more counterparts of this Amendment No. 1 executed by the Obligors and the Required Lenders. 
  
 Section 5. Confirmation of Guarantee and Pledge Agreement. The Borrower hereby confirms and ratifies all of its obligations under the Credit
Facility Documents to which it is a party, including its obligations as a guarantor under Article IX of the Credit Agreement as amended hereby. By its execution on its signature line provided below, TECO Diversified, Inc., as the Pledgor, hereby
confirms and ratifies all of its obligations under the Pledge Agreement and the liens granted by it under the Pledge Agreement, represents and warrants that the representations and warranties set forth in Section 4 of Pledge Agreement are true and
complete on the date hereof as if made on and as of the date hereof (unless such representation and warranty relates solely to another time, in which event such representation or warranty is true and correct as of such other time) and confirms that
all references in the Pledge Agreement to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended hereby without impairing any such obligations or liens in any respect. 
  
 Section 6. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this
Amendment No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered
as of the day and year first above written. 
  

					
	TECO ENERGY, INC.
		
	 By:
	 	 /s/ S.W. Callahan

	 	 	 Name:
	 	 S.W. Callahan

	 	 	 Title:
	 	Vice President – Treasury and Risk Management (Treasurer) and Assistant Secretary
	
	TECO FINANCE, INC.
		
	 By:
	 	 /s/ S.W. Callahan

	 	 	 Name:
	 	 S.W. Callahan

	 	 	 Title:
	 	Vice President and Assistant Secretary
	
	Agreed as set forth in Section 5 above:
	
	 TECO DIVERSIFIED, INC.

		
	 By:
	 	 /s/ S.W. Callahan

	 	 	 Name:
	 	 S.W. Callahan

	 	 	 Title:
	 	Assistant Secretary


  

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	LENDERS
	
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Peter M. Ling

	 	 	 Name:
	 	 Peter M. Ling

	 	 	 Title:
	 	 Managing Director

	
	 MERRILL LYNCH BANK USA

		
	By:	 	 /s/ Louis Alder

	 Name:
	 	 Louis Alder

	 Title:
	 	 Director

	
	 MORGAN STANLEY BANK

		
	By:	 	 /s/ Daniel Twenge

	 Name:
	 	 Daniel Twenge

	 Title:
	 	 Vice President
 Morgan Stanley Bank

	
	 UBS LOAN FINANCE LLC

		
	By:	 	 /s/ Edward Cripps

	 Name:
	 	 Edward Cripps

	 Title:
	 	 Director
 Banking Products Services, US

		
	By:	 	 /s/ Winslowe Ogbourne

	 Name:
	 	 Winslowe Ogbourne

	 Title:
	 	 Associate Director
 Banking Products Services, US

	
	 CITICORP USA, INC.

		
	By:	 	 /s/ Amit Vasani

	 Name:
	 	 Amit Vasani

	 Title:
	 	 Vice President, Global Power
 388 Greenwich Street/21st Floor
 (212) 816-4166



  

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	 THE BANK OF NEW YORK

			
	By:	 	 	 	 
	 Name:
	 	 	 	 
	 Title:
	 	 	 	 
	
	 BNP PARIBAS

		
	By:	 	 
	 Name:
	 	 	 	 
	 Title:
	 	 	 	 
	
	 SOCIETE GENERALE NEW YORK

		
	By:	 	 /s/ R. Wayne Hutton

	 Name:
	 	 R. Wayne Hutton

	 Title:
	 	 Managing Director



  

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