3-Year Revolving Facility Credit Agreement



 Exhibit 4.1 
  
 3-YEAR REVOLVING FACILITY 
 CREDIT AGREEMENT 
  
 dated
as of October 22, 2004 
  
 among 
  
 TAMPA ELECTRIC COMPANY, 
 a Florida Corporation, 
 as Borrower 

 
 CITIBANK, N.A., 
 as Administrative Agent 
  
 CITIGROUP GLOBAL MARKETS INC., 
 as Lead Arranger 
  
 MORGAN STANLEY BANK, JPMORGAN CHASE BANK, 
 MERRILL LYNCH BANK USA and SUNTRUST BANK, 
 as
Co-Syndication Agents 
  
 and 
  
 THE FINANCIAL INSTITUTIONS PARTIES HERETO 
 (Lenders) 







 TABLE OF CONTENTS 
  

									
	ARTICLE I. DEFINITIONS	  	1
				
	 	  	1.1	  	    Definitions.	  	1
	 	  	1.2	  	    Rules of Interpretation.	  	1
		
	ARTICLE II. THE CREDIT FACILITY	  	1
				
	 	  	2.1	  	    Credit Facility.	  	1
	 	  	 	  	2.1.1	  	 Revolving Credit Facility.
	  	1
	 	  	 	  	2.1.2	  	 Interest Provisions Applicable to all Loans.
	  	3
	 	  	 	  	2.1.3	  	 Conversion of Loans
	  	5
	 	  	 	  	2.1.4	  	 Loan Principal Payment
	  	5
	 	  	 	  	2.1.5	  	 Promissory Notes
	  	6
	 	  	 	  	2.1.6	  	 Prepayments.
	  	6
	 	  	2.2	  	    Total Commitments and Fees.	  	6
	 	  	 	  	2.2.1	  	 Total Commitment
	  	6
	 	  	 	  	2.2.2	  	 Reductions and Cancellations
	  	6
	 	  	2.3	  	    Fees	  	7
	 	  	 	  	2.3.1	  	 Up Front Fees
	  	7
	 	  	 	  	2.3.2	  	 Facility Fees
	  	7
	 	  	2.4	  	    Other Payment Terms.	  	8
	 	  	 	  	2.4.1	  	 Place and Manner.
	  	8
	 	  	 	  	2.4.2	  	 Date
	  	8
	 	  	 	  	2.4.3	  	 Late Payments
	  	8
	 	  	 	  	2.4.4	  	 Net of Taxes, Etc.
	  	8
	 	  	 	  	2.4.5	  	 Application of Payments
	  	10
	 	  	 	  	2.4.6	  	 Failure to Pay Administrative Agent
	  	10
	 	  	 	  	2.4.7	  	 Withholding Exemption Certificates
	  	10
	 	  	2.5	  	    Pro Rata Treatment.	  	11
	 	  	 	  	2.5.1	  	 Borrowings, Commitment Reductions, Etc.
	  	11
	 	  	 	  	2.5.2	  	 Sharing of Payments, Etc.
	  	11
	 	  	2.6	  	    Change of Circumstances.	  	12
	 	  	 	  	2.6.1	  	 Inability to Determine Rates
	  	12
	 	  	 	  	2.6.2	  	 Illegality
	  	12
	 	  	 	  	2.6.3	  	 Increased Costs
	  	13
	 	  	 	  	2.6.4	  	 Capital Requirements
	  	13
	 	  	 	  	2.6.5	  	 Notice; Participating Lenders’ Rights
	  	14
	 	  	2.7	  	    Funding Losses	  	14
	 	  	2.8	  	    Alternate Office, Minimization of Costs.	  	14
	 	  	 	  	2.8.1	  	 Minimization of Costs
	  	14
	 	  	 	  	2.8.2	  	 Replacement Rights
	  	15
	 	  	 	  	2.8.3	  	 Alternate Office
	  	15
		
	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
	  	16
	 	  	 	  	3.1.4	  	 Legal Opinions
	  	16
	 	  	 	  	3.1.5	  	 Accuracy of Representations and Warranties
	  	16
	 	  	 	  	3.1.6	  	 Financial Statements
	  	16
	 	  	 	  	3.1.7	  	 No Defaults
	  	16









									
	 	  	 	  	3.1.8	  	Notice of Borrowing	  	17
	 	  	 	  	3.1.9	  	Certificate of Borrower	  	17
	 	  	 	  	3.1.10	  	Payment of Fees	  	17
	 	  	 	  	3.1.11	  	Termination of Credit Facility	  	17
	 	  	3.2	  	    Conditions Precedent to Each Borrowing.	  	17
	 	  	 	  	3.2.1	  	Accuracy of Representations and Warranties	  	17
	 	  	 	  	3.2.2	  	No Defaults	  	17
	 	  	 	  	3.2.3	  	No Material Adverse Effect	  	17
	 	  	 	  	3.2.4	  	Notice of Borrowing	  	17
		
	ARTICLE IV. REPRESENTATIONS AND WARRANTIES	  	18
				
	 	  	4.1	  	    Corporate Existence and Business	  	18
	 	  	4.2	  	    Power and Authorization; Enforceable Obligations	  	18
	 	  	4.3	  	    No Legal Bar	  	18
	 	  	4.4	  	    No Proceeding, Litigation or Investigation	  	19
	 	  	4.5	  	    Governmental Approvals	  	19
	 	  	4.6	  	    Financial Statements	  	19
	 	  	4.7	  	    True and Complete Disclosure	  	19
	 	  	4.8	  	    Investment Company Act	  	19
	 	  	4.9	  	    Compliance with Law	  	19
	 	  	4.10	  	    ERISA	  	20
	 	  	4.11	  	    Solvency	  	20
	 	  	4.12	  	    Margin Stock	  	20
		
	ARTICLE V. COVENANTS OF BORROWER	  	20
				
	 	  	5.1	  	    Existence	  	20
	 	  	5.2	  	    Consents, Legal Compliance	  	20
	 	  	5.3	  	    Prohibition of Certain Transfers.	  	20
	 	  	5.4	  	    Payment and Performance of Material Obligations	  	21
	 	  	5.5	  	    Taxes	  	21
	 	  	5.6	  	    Maintenance of Property, Insurance	  	22
	 	  	5.7	  	    Compliance with Laws, Instruments, Etc.	  	22
	 	  	5.8	  	    No Change in Business	  	22
	 	  	5.9	  	    Financial Statements	  	22
	 	  	5.10	  	    Notices	  	23
	 	  	5.11	  	    Financial Covenants.	  	24
	 	  	5.12	  	    Indemnification.	  	24
	 	  	5.13	  	    Federal Regulations	  	27
	 	  	5.14	  	    Transactions With Affiliates	  	27
		
	ARTICLE VI. EVENTS OF DEFAULT; REMEDIES	  	27
				
	 	  	6.1	  	    Events of Default	  	27
	 	  	 	  	6.1.1	  	Payments	  	27
	 	  	 	  	6.1.2	  	Debt Cross Default	  	27
	 	  	 	  	6.1.3	  	Bankruptcy; Insolvency	  	28
	 	  	 	  	6.1.4	  	Misstatements; Omissions	  	28
	 	  	 	  	6.1.5	  	Breach of Terms of Agreement	  	28
	 	  	 	  	6.1.6	  	Judgments	  	28
	 	  	 	  	6.1.7	  	Change in Control	  	28
	 	  	 	  	6.1.8	  	ERISA Violations	  	28
	 	  	 	  	6.1.9	  	Security	  	29
	 	  	6.2	  	    Remedies	  	29
	 	  	 	  	6.2.1	  	No Further Loans	  	29
	 	  	 	  	6.2.2	  	Cure by Administrative Agent	  	29
	 	  	 	  	6.2.3	  	Acceleration	  	29









									
	ARTICLE VII. ADMINISTRATIVE AGENT, SUBSTITUTION, AMENDMENTS, ETC.	  	30
					
	 	  	7.1	  	 	  	 Appointment, Powers and Immunities.
	  	30
	 	  	7.2	  	 	  	 Reliance
	  	31
	 	  	7.3	  	 	  	 Non-Reliance
	  	31
	 	  	7.4	  	 	  	 Defaults
	  	31
	 	  	7.5	  	 	  	 Indemnification
	  	32
	 	  	7.6	  	 	  	 Successor Administrative Agent
	  	32
	 	  	7.7	  	 	  	 Authorization
	  	33
	 	  	7.8	  	 	  	 Administrative Agent’s Other Roles
	  	33
	 	  	7.9	  	 	  	 Amendments; Waivers
	  	33
	 	  	7.10	  	 	  	 Withholding Tax.
	  	34
	 	  	7.11	  	 	  	 General Provisions as to Payments
	  	35
	 	  	7.12	  	 	  	 Substitution of Lender
	  	35
	 	  	7.13	  	 	  	 Participations.
	  	36
	 	  	7.14	  	 	  	 Transfer of Commitments
	  	37
	 	  	7.15	  	 	  	 Laws
	  	37
	 	  	7.16	  	 	  	 Assignability as Collateral
	  	38
		
	ARTICLE VIII. MISCELLANEOUS	  	38
					
	 	  	8.1	  	 	  	 Addresses
	  	38
	 	  	8.2	  	 	  	 Additional Security; Right to Set-Off
	  	40
	 	  	8.3	  	 	  	 Delay and Waiver
	  	40
	 	  	8.4	  	 	  	 Costs, Expenses and Attorneys’ Fees
	  	41
	 	  	8.5	  	 	  	 Entire Agreement
	  	41
	 	  	8.6	  	 	  	 Governing Law
	  	41
	 	  	8.7	  	 	  	 Severability
	  	41
	 	  	8.8	  	 	  	 Headings
	  	42
	 	  	8.9	  	 	  	 Accounting Terms
	  	42
	 	  	8.10	  	 	  	 No Partnership, Etc.
	  	42
	 	  	8.11	  	 	  	 Limitation on Liability
	  	42
	 	  	8.12	  	 	  	 Waiver of Jury Trial
	  	42
	 	  	8.13	  	 	  	 Consent to Jurisdiction
	  	42
	 	  	8.14	  	 	  	 Knowledge and Attribution
	  	43
	 	  	8.15	  	 	  	 Successors and Assigns
	  	43
	 	  	8.16	  	 	  	 Patriot Act Notice
	  	43
	 	  	8.17	  	 	  	 Counterparts
	  	43

  







 INDEX OF SCHEDULES AND EXHIBITS 
  

			
	Schedule 1	  	Lenders, Lending Offices and Proportionate Shares
		
	Schedule 5.3	  	Exceptions to Prohibition on Transfers
		
	Exhibit A	  	Definitions and Rules of Interpretation
		
	Exhibit B	  	Form of Note
		
	Exhibit C-1	  	Form of Notice of Borrowing
		
	Exhibit C-2	  	Form of Notice of Conversion of Loan Type
		
	Exhibit C-3	  	Form of Confirmation of Interest Period Selection
		
	Exhibit D	  	Form of Borrower’s Closing Certificate








 THIS 3-YEAR REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of October
22, 2004, is entered into among Tampa Electric Company, a Florida corporation (“Borrower”), CITIBANK, N.A., as administrative agent for the Lenders (“Administrative Agent”), CITIGROUP GLOBAL MARKETS INC., as lead
arranger, MORGAN STANLEY BANK, JPMORGAN CHASE BANK, MERRILL LYNCH BANK USA and SUNTRUST BANK as co-syndication agents, and the financial institutions listed on Schedule 1 or who later become a party hereto (the “Lenders”).

  
 RECITALS 
  
 A. Borrower desires to obtain financing for 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 $150,000,000 three (3) year unsecured revolving credit facility upon the terms and subject to the
conditions set forth herein (the “Facility”). 
  
 AGREEMENT 
  
 NOW, THEREFORE, in consideration of
the agreements herein and in the other Credit Facility Documents and in reliance upon the representations and warranties set forth herein and therein, the parties agree as follows: 
  
 ARTICLE I. 
 DEFINITIONS 
  
 1.1 Definitions.

  
 Except as otherwise expressly provided, capitalized terms
used in this Agreement and its exhibits shall have the meanings given in Exhibit A. 
  
 1.2 Rules of Interpretation. 
  
 Except as otherwise expressly provided, the Rules of Interpretation set forth in Exhibit A shall apply to this Agreement and the other Credit Facility Documents. 
  
 ARTICLE II. 
 THE CREDIT FACILITY 
  
 2.1 Credit
Facility. 
  
 2.1.1 Revolving Credit Facility. 
  
 2.1.1.1 Availability. Subject to the terms and conditions set forth
in this Agreement, each Lender severally agrees to advance to Borrower from time to time prior to the 
  

 1 








 Maturity Date, an advance (each, a “Loan”), in an aggregate principal amount not to exceed such
Lender’s Commitment. Subject to the provisions of this Agreement, each Loan shall be funded by the Lenders as described in Section 2.1.1.3. Borrower may, subject to the provisions of this Agreement, borrow, repay and reborrow under the Facility
from time to time prior to the Maturity Date. 
  
 2.1.1.2
Notice of Borrowing. Borrower shall request Loans by delivering to Administrative Agent a written notice in the form of Exhibit C-1, appropriately completed (a “Notice of Borrowing”) which specifies, among other things:

  
 (a) The principal portion of the requested Borrowing which
will bear interest as provided in (A) Section 2.1.2.1(a) (individually, a “Base Rate Loan”) and (B) Section 2.1.2.1.(b) (individually, a “LIBOR Loan”); 
  
 (b) The amount of the requested Borrowing, which shall be in the minimum amount of $10,000,000 or an integral multiple of
$1,000,000 in excess thereof (except in the case of a Loan of all remaining undrawn amounts under the Facility); 
  
 (c) The date of the requested Borrowing, which shall be a Banking Day; and 
  
 (d) The account(s) to which the proceeds of the Borrowing are to be deposited, as contemplated by Section 2.1.1.3(d).

  
 Borrower shall deliver each such Notice of Borrowing so as to provide not less
than the Minimum Notice Period. Any Notice of Borrowing may be modified or revoked by Borrower through the Banking Day prior to the applicable Minimum Notice Period, and thereafter shall be irrevocable. 
  
 2.1.1.3 Loan Funding. 
  
 (a) Notice. The Notice of Borrowing shall be delivered to
Administrative Agent in accordance with Section 8.1. Administrative Agent shall promptly notify each Lender of the contents of each Notice of Borrowing. 
  
 (b) Pro Rata Loans. Each Loan shall be made on a pro rata basis by the Lenders in accordance with their respective Proportionate Shares, with each
Borrowing to consist of a Loan by each Lender equal to such Lender’s Proportionate Share of such Borrowing. 
  
 (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 
  

 2 








 Lender of its obligation hereunder to make its Loan on the date of such Borrowing. No Lender shall be responsible for the
failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. 
  
 (d) Funding of Loans. No later than 2:00 p.m. in the case of LIBOR Loans and 3:00 p.m. in the case of Base Rate Loans, in each case, on the date
specified in each Notice of Borrowing, if the applicable conditions precedent listed in Article III have been satisfied or waived and to the extent Administrative Agent shall have received the appropriate funds from the Lenders, Administrative Agent
shall make available the Loans requested in such Notice of Borrowing in Dollars and in immediately available funds, at Administrative Agent’s New York Branch, and shall transfer such funds to the bank account(s) specified by Borrower in the
Notice of Borrowing delivered in respect of such Borrowing. 
  
 2.1.2 Interest Provisions Applicable to all Loans. 
  
 2.1.2.1 Loan Interest Rates. Borrower shall pay interest on the unpaid principal amount of each Loan from the date of such Loan until the maturity or prepayment thereof at one of the following rates per annum: 
  
 (a) With respect to the principal portion of such Loan which is, and during
such periods as such Loan is, a Base Rate Loan, at a rate per annum equal to the Base Rate (such rate to change from time to time as the Base Rate shall change) plus the Applicable Margin. 
  
 (b) With respect to the principal portion of such Loan which is, and during
such periods as such Loan is, a LIBOR Loan, at a rate per annum during each Interest Period for such LIBOR Loan equal to the LIBOR Rate for such Interest Period plus the Applicable Margin. 
  
 2.1.2.2 Interest Provisions. Unless otherwise specified by Borrower
in a Notice of Borrowing or Notice of Conversion of Loan Type and except as otherwise provided for herein, all Loans shall be Base Rate Loans. Subject to the applicable limitations set forth herein, Loans shall bear interest based upon the LIBOR
Rate as specified by Borrower in the applicable Notice of Borrowing or Notice of Conversion of Loan Type. Borrower shall not request, and the Lenders shall not be obligated to make, LIBOR Loans at any time an Inchoate Default or Event of Default
exists. If an Event of Default exists at the end of an Interest Period, the LIBOR Loans whose Interest Period is then ending shall automatically convert to Base Rate Loans at such time. 
  
 2.1.2.3 Interest Payment Dates. Borrower shall pay accrued interest on the unpaid principal amount of each Loan (i)
in the case of each Base Rate Loan, on the last Banking Day of each calendar quarter, (ii) in the case of each LIBOR Loan, on the last day of each Interest Period related to each LIBOR Loan and, with respect to Interest Periods longer than 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 








 2.1.2.4 Interest Periods. 
  
 (a) Each Interest Period selected by Borrower for all LIBOR Loans shall be one, two, three or six months or such other
period as close to six months as is practicable to enable Borrower to limit the number of LIBOR Loans as required by this Section 2.1.2.4(a) or to comply with clause (C) of the next sentence. Notwithstanding anything to the contrary in the previous
sentence, (A) any Interest Period which would otherwise end on a day which is not a Banking Day shall be extended to the next succeeding Banking Day unless such next Banking Day falls in another calendar month, in which case such Interest Period
shall end on the immediately preceding Banking Day; (B) any Interest Period which begins on the last Banking Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Banking Day of the next calendar month; (C) any Interest Period for a Loan which would otherwise end after the Maturity Date shall end on the Maturity Date; (D) Borrower may not at any time have outstanding more than
five different Interest Periods relating to LIBOR Loans; and (E) LIBOR Loans for each Interest Period shall be in the amount of at least $1,000,000. 
  
 (b) Borrower may contact Administrative Agent at any time prior to the end of an Interest Period for a quotation of interest rates in effect at such time
for given Interest Periods and Administrative Agent shall promptly provide such quotation. Borrower may select an Interest Period telephonically within the time periods specified in Section 2.1.1.2, which selection shall be irrevocable on and after
commencement of the applicable Minimum Notice Period. Borrower shall confirm such telephonic notice to Administrative Agent by telecopy on the day such notice is given (in substantially the form of Exhibit C-3, a “Confirmation of Interest
Period Selection”) and Administrative Agent shall promptly forward the same to the Lenders. Borrower shall promptly deliver to Administrative Agent the original of the Confirmation of Interest Period Selection initially delivered by
telecopy. If Borrower fails to notify Administrative Agent of the next Interest Period for any LIBOR Loans in accordance with this Section 2.1.2.4(b), such Loans shall automatically convert to Base Rate Loans on the last day of the current Interest
Period therefor. Administrative Agent shall as soon as practicable (and, in any case, within two Banking Days after delivery of the Confirmation of Interest Period Selection by telecopy as provided for above) notify Borrower of each determination of
the interest rate applicable to each Loan. 
  
 2.1.2.5
Interest Account and Interest Computations. Borrower authorizes Administrative Agent to record in an account or accounts maintained by Administrative Agent on its books (i) the interest rates applicable to all Loans and the effective dates of
all changes thereto, (ii) the Interest Period for each LIBOR Loan, (iii) the date and amount of each principal and interest payment on each Loan and (iv) such other information as Administrative Agent may determine is necessary for the computation
of interest payable by Borrower hereunder. Borrower agrees that all computations by Administrative Agent of interest shall be conclusive in the 
  

 4 








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

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

(b) The Type into which such Loans, or portion thereof, are to be converted; 
  
 (c) If such Loans are to be converted into LIBOR Loans, the initial Interest Period selected by Borrower for such Loans in
accordance with Section 2.1.2.4(b); and 
  
 (d) The date of the
requested conversion, which shall be a Banking Day. 
  
 Borrower shall give each
Notice of Conversion of Loan Type to Administrative Agent so as to provide at least the applicable Minimum Notice Period. Any Notice of Conversion of Loan Type may be modified or revoked by Borrower through the Banking Day prior to the Minimum
Notice Period, and shall thereafter be irrevocable. Each Notice of Conversion of Loan Type shall be delivered by first-class mail or telecopy to Administrative Agent at the office or to the telecopy number and as otherwise specified in Section 8.1;
provided, however, that Borrower shall promptly deliver to Administrative Agent the original of any Notice of Conversion of Loan Type initially delivered by telecopy. Administrative Agent shall promptly notify each Lender of the
contents of each Notice of Conversion of Loan Type. 
  
 2.1.4 Loan
Principal Payment. On the Maturity Date, Borrower shall repay to Administrative Agent, for the account of each Lender, the aggregate unpaid principal amount of the Loans made by such Lender, with any remaining unpaid principal, interest, fees and
costs due and payable on such date. From and after the Maturity Date, upon payment in full of the aggregate principal amount of the Loans, all accrued and unpaid interest thereon and all other amounts owed by Borrower to Administrative Agent or the
Lenders hereunder and under the other Credit Facility Documents, the Lenders shall promptly mark any Notes cancelled and return such cancelled Notes to Borrower. 
  

 5 








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

  
 2.1.6.1 Terms of all Prepayments. Upon the prepayment
of any Loan, Borrower shall pay to Administrative Agent for the account of the Lender which made such Loan (i) all accrued interest to the date of such prepayment on the amount prepaid and (ii) if such prepayment is the prepayment of a LIBOR Loan on
a day other than the last day of an Interest Period for such LIBOR Loan, all Liquidation Costs incurred by such Lender as a result of such prepayment (pursuant to the terms of Section 2.7). 
  
 2.1.6.2 Optional Prepayments. Subject to Section 2.1.6.1, Borrower
may, at its option and without penalty, upon three Banking Days’ notice to Administrative Agent, prepay any Loans in whole or in part in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof (except in the case of a
prepayment of all the Loans under the Facility). 
  
 2.2 Total
Commitments and Fees. 
  
 2.2.1 Total Commitment. The
aggregate principal amount of all Loans made by the Lenders and outstanding at any one time shall not exceed $150,000,000, subject to reductions by Borrower to a lower amount pursuant to Section 2.2.2 (as so reduced from time to time, the
“Total Commitment”). 
  
 2.2.2 Reductions and
Cancellations. Borrower may, from time to time upon three Banking Days’ written notice to Administrative Agent (who shall promptly deliver such notice to the Lenders), permanently reduce, by an amount of $10,000,000 or an integral multiple of
$1,000,000 in excess thereof or cancel in its entirety, the Total Commitment. Notwithstanding anything in this Section 2.2.2 to the contrary, Borrower may not reduce or cancel any portion of the Total Commitment if, after giving effect to such
reduction or cancellation, (a) the aggregate principal amount of all Loans then outstanding would exceed the Total Commitment or (b) such reduction or cancellation would cause a violation of any provision of this Agreement or the other Credit
Facility Documents. Borrower shall pay to Administrative Agent any Facility Fees then 
  

 6 








 due on such cancelled amount upon any such reduction or cancellation. From the effective date of any such reduction, the
Facility Fees shall be computed on the basis of the Total Commitment as so reduced. Once reduced or cancelled, the Total Commitment may not be increased or reinstated. Any reductions pursuant to this Section 2.2.2 shall be applied ratably to each
Lender’s respective Commitments in accordance with Section 2.5.1. 
  
 2.3 Fees 
  
 2.3.1 Up Front Fees. On the Closing
Date, Borrower shall pay to Administrative Agent, for the benefit of the Lenders, the up-front fee (the “Up-Front Fee”) described in the Fee Letter (but only to the extent such Up-Front Fee is payable as of the Closing Date pursuant
to the Fee Letter). 
  
 2.3.2 Facility Fees. On the last Banking
Day in each calendar quarter (where all or any portion of such calendar quarter occurs on or after the Closing Date and prior to the Maturity Date) and on the Maturity Date (or, if the Total Commitment is cancelled prior to such date, on the date of
such cancellation), Borrower shall pay to Administrative Agent, for the benefit of the Lenders, accruing from the Closing Date or the first day of such quarter, as the case may be, a facility fee (collectively, the “Facility Fees”)
for such quarter (or portion thereof) then ending equal to the sum of the products obtained by multiplying, (i) each applicable percentage set forth below based on Borrower’s senior unsecured long term debt rating(s) during the period of
determination times (ii) the daily average Total Commitment in each case irrespective of usage, times (iii) a fraction, the numerator of which is the number of days in such quarter (or portion thereof) on which such applicable percentage applies to
Borrower and the denominator of which is three hundred sixty (360). 
  

																
	 	  	LEVEL 1

	 	 	LEVEL 2

	 	 	LEVEL 3

	 	 	LEVEL 4

	 	 	LEVEL 5

	 
	 	  	 Long Term Senior
Unsecured Non
Credit Enhanced
Debt of the
Borrower Rated
At Least
BBB+
 By S&P or Baa1
By Moody’s.

	 	 	Long Term Senior
Unsecured Non
Credit Enhanced
Debt of the
Borrower Rated
Less Than Level 1
But At Least BBB
By S&P
or Baa2
By Moody’s.

	 	 	 Long Term Senior
Unsecured Non
Credit Enhanced
Debt of the
Borrower Rated
 Less Than Level 2
 But At Least BBB-
 By S&P And Baa3
By
Moody’s.

	 	 	Long Term Senior
Unsecured Non
Credit Enhanced
Debt of the
Borrower Rated
Less Than Level 3
But At Least BB+
By S&P
And Ba1
By Moody’s.

	 	 	Long Term Senior
Unsecured Non
Credit Enhanced
Debt of the
Borrower Rated
Less Than Level 4

	 
	 Facility Fee
	  	0.15	%	 	0.175	%	 	0.25	%	 	0.375	%	 	0.625	%

  

 7 








 2.4 Other Payment Terms. 
  
 2.4.1 Place and Manner. Borrower shall make all payments due to each Lender hereunder to Administrative Agent, for the
account of such Lender, to Citibank, N.A., ABA 021000089, Account Number: 36852248, in lawful money of the United States and in immediately available funds not later than 12:00 noon, on the date on which such payment is due. Any payment received
after such time on any day shall be deemed received on the Banking Day after such payment is received. Administrative Agent shall disburse to each Lender each such payment received by Administrative Agent for such Lender, such disbursement to occur
on the day such payment is received if received by 12:00 noon, otherwise on the next Banking Day. 
  
 2.4.2 Date. Whenever any payment due hereunder shall fall due on a day other than a Banking Day, such payment shall be made on the next succeeding Banking
Day, and such extension of time shall be included in the computation of interest or fees, as the case may be, without duplication of any interest or fees so paid in the next subsequent calculation of interest or fees payable. 
  
 2.4.3 Late Payments. If any amounts required to be paid by Borrower under
this Agreement or the other Credit Facility Documents (including principal or interest payable on any Loan, and any fees or other amounts otherwise payable to Administrative Agent or any Lender) remain unpaid after such overdue amounts are due,
Borrower shall pay interest (including following any Bankruptcy Event with respect to Borrower) on the aggregate, outstanding balance of such amounts from the date due until those amounts are paid in full at a per annum rate equal to the Default
Rate. 
  
 2.4.4 Net of Taxes, Etc. 
  
 2.4.4.1 Taxes. Subject to each Lender’s compliance with Section
2.4.7, any and all payments to or for the benefit of Administrative Agent or any Lender by Borrower hereunder or under any other Credit Facility Document shall be made free and clear of and without deduction, setoff or counterclaim of any kind
whatsoever and in such amounts as may be necessary in order that all such payments, after deduction for or on account of any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto
(excluding income and franchise taxes, which include taxes imposed on or measured by the net income, net profits or capital of Administrative Agent or such Lender by any jurisdiction or any political subdivision or taxing authority thereof or
therein as a result of a connection between such Lender and such jurisdiction or political subdivision, unless such connection results solely from such Lender’s executing, delivering or performing its obligations or receiving a payment under,
or enforcing, this Agreement or any Note) (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”), shall be equal to the amounts otherwise specified
to be paid under this Agreement and the other Credit Facility Documents. If Borrower shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any other Credit Facility Document to
Administrative Agent or any Lender, (i) the sum payable shall be increased as may 
  

 8 








 be necessary so that after making all required deductions (including deductions applicable to additional sums payable
under this Section 2.4.4), Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions and (iii) Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance with applicable law. In addition, Borrower agrees to pay any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or
similar levies (not including income or franchise taxes) that arise under the laws of the United States of America, the State of New York or the State of Florida from any payment made hereunder or under any other Credit Facility Document or from the
execution or delivery or otherwise with respect to this Agreement or any other Credit Facility Document (hereinafter referred to as “Other Taxes”). 
  
 2.4.4.2 Indemnity. Borrower shall indemnify each Lender for and hold it harmless against the full amount of Taxes
and Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.4.4) paid by any Lender, or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted; provided that Borrower shall not be obligated to indemnify any Lender for any penalties, interest or expenses relating to Taxes or Other Taxes arising from such
Lender’s gross negligence or willful misconduct. Each Lender agrees to give notice to Borrower of the assertion of any claim against such Lender relating to such Taxes or Other Taxes as promptly as is practicable after being notified of such
assertion, and in no event later than 90 days after the principal officer of such Lender responsible for administering this Agreement obtains knowledge thereof; provided that any Lender’s failure to notify Borrower of such assertion within such
90 day period shall not relieve Borrower of its obligation under this Section 2.4.4 with respect to Taxes or Other Taxes, penalties, interest or expenses arising prior to the end of such period, but shall relieve Borrower of its obligations under
this Section 2.4.4 with respect to Taxes and Other Taxes, penalties, interest or expenses accruing between the end of such period and such time as Borrower receives notice from such Lender as provided herein. Payments by Borrower pursuant to this
indemnification shall be made within 30 days from the date such Lender makes written demand therefor (submitted through Administrative Agent), which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof.

  
 2.4.4.3 Notice. Within 30 days after the date of any
payment of Taxes by Borrower, Borrower shall furnish to Administrative Agent, at its address referred to in Section 8.1, the original or a certified copy of a receipt evidencing payment thereof or if such receipt is not obtainable, other evidence of
such payment by Borrower reasonably satisfactory to Administrative Agent. Borrower shall compensate each Lender for all reasonable losses and expenses sustained by such Lender as a result of any failure by Borrower to so furnish such copy of such
receipt. 
  
 2.4.4.4 Conduits. Notwithstanding anything to
the contrary contained in this Section 2.4.4, if a Lender is a conduit entity participating in a conduit financing arrangement (as defined in Section 7701(l) of the Code and the Treasury Regulations issued thereunder) then 
  

 9 








 with respect to any payments made by Borrower under this Agreement or under any Note, Borrower shall not be obligated to
pay additional amounts to such Lender pursuant to this Section 2.4.4 to the extent that the amount of United States Taxes exceeds the amount that would have otherwise been payable if such Lender were not a conduit entity participating in a conduit
financing arrangement. 
  
 2.4.4.5 Survival of Credit Facility
Obligations. The obligations of Borrower under this Section 2.4.4 shall survive the termination of this Agreement and the repayment of the Obligations. 
  
 2.4.5 Application of Payments. Payments made under this Agreement or the other Credit Facility Documents shall (a) first be applied to any fees, costs,
charges or expenses due and payable to Administrative Agent and the Lenders hereunder or under the other Credit Facility Documents, (b) next to any accrued but unpaid interest then due and owing and (c) then to outstanding principal then due and
payable or otherwise to be prepaid.  
  
 2.4.6 Failure to
Pay Administrative Agent. Unless Administrative Agent shall have received notice from Borrower at least two Banking Days prior to the date on which any payment is due to the Lenders hereunder that Borrower will not make such payment in full,
Administrative Agent may assume that Borrower has made such payment in full to Administrative Agent on such date and Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal
to the amount then due such Lender. If and to the extent Borrower shall not have so made such payment in full to Administrative Agent, such Lender shall repay to Administrative Agent forthwith upon demand such amount distributed to such Lender,
together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to Administrative Agent, at the Federal Funds Rate for the first five days after such date, and
subsequent thereto at the Base Rate. A certificate of Administrative Agent submitted to any Lender with respect to any amounts owing by such Lender under this Section 2.4.6 shall be conclusive in the absence of demonstrable error. 
  
 2.4.7 Withholding Exemption Certificates. Administrative Agent on the Closing
Date and each Lender upon becoming a Lender hereunder including any entity to which any Lender grants a participation or otherwise transfers its interest in this Agreement agrees that it will deliver to Administrative Agent and Borrower either (A) a
statement that it is formed under the laws of the United States of America or a state thereof or (B) if it is not so incorporated, two duly completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN or successor applicable
form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender which delivers to Borrower and
Administrative Agent a Form W-8ECI or W-8BEN pursuant to the preceding sentence further undertakes to deliver to Borrower and Administrative Agent further copies of the said letter and Form W-8ECI or W-8BEN, or successor applicable forms, or other
manner of certification or procedure, as the case may be, on or before the date that any such letter or form 
  

 10 








 expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring
a change in the most recent letter and forms previously delivered by it to Borrower, and such extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8ECI or W-8BEN that such Lender is entitled
to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless in any such cases an event (including any change in any treaty, law or regulation) has occurred prior to the date on which
any such delivery would otherwise be required which renders all such forms inapplicable or which would reasonably prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that
it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of Form W-8ECI or W-8BEN, establishing an exemption from United States backup withholding tax. Borrower shall not be
obligated, however, to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.4.4.1 (or make an indemnification payment pursuant to Section 2.4.4.2) to any Lender (including any entity to which any Lender
sells, assigns, grants a participation in, or otherwise transfers its rights under this Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its
obligations under this Section 2.4.7. 
  
 2.5 Pro Rata
Treatment. 
  
 2.5.1 Borrowings, Commitment Reductions, Etc.
Except as otherwise provided herein, (a) each Borrowing and each reduction of the Total Commitment shall be made or allocated among the Lenders pro rata according to their respective Proportionate Shares, (b) each payment of principal and
interest on Loans shall be made or shared among the Lenders holding such Loans, pro rata according to their respective Proportionate Shares and (c) each payment of Facility Fees shall be shared among the Lenders pro rata according to
(i) their respective Proportionate Shares of the Commitments and (ii) in the case of each Lender which becomes a Lender hereunder after the date hereof, the date upon which such Lender so became a Lender. 
  
 2.5.2 Sharing of Payments, Etc. If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) hereunder in excess of its ratable share of payments in accordance with Section 2.5.1, such Lender shall forthwith purchase from the other Lenders such
participations in the Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from
such purchasing Lender, such purchase from such Lender shall be rescinded and each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s ratable
share (according to the proportion of (a) the amount of such other Lender’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.5.2 may, to the fullest 
  

 11 








 extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. 
  
 2.6 Change of Circumstances. 
  
 2.6.1 Inability to Determine Rates. If, on or before the first day of any Interest Period for any LIBOR Loans, (a) Administrative Agent determines that
the LIBOR Rate for such Interest Period cannot be adequately and reasonably determined due to the unavailability of funds in or other circumstances affecting the London interbank market, or (b) Lenders holding aggregate Proportionate Shares of
33 1/3% or more shall advise Administrative Agent that (i) the rates of interest for such LIBOR Loans do not
adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans or (ii) deposits in Dollars in the London interbank market are not available to such Lenders (as conclusively certified by each such Lender in good faith in
writing to Administrative Agent and to Borrower) in the ordinary course of business in sufficient amounts to make and/or maintain its LIBOR Loans, Administrative Agent shall immediately give notice of such condition to Borrower. After the giving of
any such notice and until Administrative Agent shall otherwise notify Borrower that the circumstances giving rise to such condition no longer exist, Borrower’s right to request the making of or conversion to, and the Lenders’ obligations
to make or convert to, LIBOR Loans shall be suspended. 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. 
  
 2.6.2 Illegality. If,
after the date of this Agreement, the adoption of any Governmental Rule, any change in any Governmental Rule or the application or requirements thereof (whether such change occurs in accordance with the terms of such Governmental Rule as enacted, as
a result of amendment, or otherwise), any change in the interpretation or administration of any Governmental Rule by any Governmental Authority, or compliance by any Lender or Borrower with any request or directive (whether or not having the force
of law, but if not having the force of law, being of the type with which a Lender customarily complies) of any Governmental Authority (a “Change of Law”) shall make it unlawful or impossible for any Lender to make or maintain any
LIBOR Loan, such Lender shall immediately notify Administrative Agent and Borrower of such Change of Law. Upon receipt of such notice, (a) Borrower’s right to request the making of or conversion to, and the Lenders’ obligations to make or
convert to, LIBOR Loans, as the case may be, shall be suspended for so long as such condition shall exist, and (b) Borrower shall, at the request of such Lender, either (i) pursuant to Section 2.1.3, convert any then outstanding LIBOR Loans into
Base Rate Loans at the end of the current Interest Periods for such Loans, or (ii) immediately repay or convert (at Borrower’s option) LIBOR Loans into Base Rate Loans if such Lender shall notify Borrower that such Lender may not lawfully
continue to fund and maintain such Loans as LIBOR Loans. Any conversion or prepayment of LIBOR Loans made pursuant to the preceding sentence prior to the last day of an Interest Period for such Loans shall be deemed a prepayment thereof for purposes
of Section 2.7. 
  

 12 








 2.6.3 Increased Costs. If, after the date of this Agreement, any Change of Law: 
  
 2.6.3.1 Shall subject any Lender to any tax, duty or other charge with
respect to any LIBOR Loan, or Commitment in respect thereof, or shall change the basis of taxation of payments by Borrower to any Lender on such a Loan or with respect to any such Commitment (except for Taxes, Other Taxes or changes in the rate of
taxation on the overall net income of any Lender); or 
  
 2.6.3.2
Shall impose, modify or hold applicable any reserve, special deposit or similar requirement (without duplication of any reserve requirement included within the applicable interest rate through the definition of “Reserve Requirement”)
against assets held by, deposits or other liabilities in or for the account of, advances or loans by, or any other acquisition of funds by, any Lender for any LIBOR Loan; or 
  
 2.6.3.3 Shall impose on any Lender any other condition directly related to any LIBOR Loan or Commitment in respect thereof;

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

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

 13 








 2.6.5 Notice; Participating Lenders’ Rights. Each Lender shall notify Borrower of any event
occurring after the date of this Agreement that will entitle such Lender to compensation pursuant to this Section 2.6, as promptly as practicable, and in no event later than 180 days after the principal officer of such Lender responsible for
administering this Agreement obtained knowledge thereof; provided, however, that the failure to give Borrower notice within such 180 day period and to make such determination during such periods shall not relieve Borrower of the
obligation under this Section 2.6 with respect to any claim arising prior to the end of such period, but shall relieve Borrower of its obligations under this Section 2.6 with respect to the time between the end of such period and such time as
Borrower receives notice from such Lender as provided herein. No Person purchasing from a Lender a participation in any Commitment (as opposed to an assignment) shall be entitled to any payment from or on behalf of Borrower pursuant to Section 2.6.3
or Section 2.6.4 which would be in excess of the applicable proportionate amount (based on the portion of the Commitments in which such Person is participating) which would then be payable to such Lender if such Lender had not sold a participation
in that portion of the Commitment. 
  
 2.7 Funding Losses.
If Borrower shall (a) repay or prepay any LIBOR Loans on any day other than the last day of an Interest Period for such Loans, (b) fail to borrow any LIBOR Loans in accordance with a Notice of Borrowing delivered to Administrative Agent (whether as
a result of the failure to satisfy any applicable conditions or otherwise) after such notice has become irrevocable, (c) fail to convert any Base Rate Loans into LIBOR Loans, as applicable, in accordance with a Notice of Conversion of Loan Type
delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) after such notice has become irrevocable, (d) fail to continue a LIBOR Loan in accordance with a Confirmation of Interest Period
Selection after such notice of confirmation has become irrevocable, or (e) fail to make any prepayment in accordance with any notice of prepayment delivered to Administrative Agent, Borrower shall, within 30 days after demand by any Lender,
reimburse such Lender for all reasonable costs and losses incurred by such Lender (“Liquidation Costs”) due to such payment, prepayment or failure. Borrower understands that such costs and losses may include losses incurred by a
Lender as a result of funding and other contracts entered into by such Lender to fund LIBOR Loans (other than non receipt of the Applicable Margin). Each Lender demanding payment under this Section 2.7 shall deliver to Borrower a certificate setting
forth in reasonable detail the amount of costs and losses for which demand is made. Such a certificate so delivered to Borrower shall, in the absence of demonstrable error, be conclusive and binding as to the amount of such loss for purposes of this
Agreement. 
  
 2.8 Alternate Office, Minimization of Costs.

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

  

 14 








 2.8.2 Replacement Rights. If and with respect to each occasion that a Lender either makes a demand for
compensation pursuant to Section 2.4.4, 2.6.3 or 2.6.4 or is unable for a period of three consecutive months to fund LIBOR Loans pursuant to Section 2.6.2 or such Lender wrongfully fails to fund a Loan, Borrower may, upon at least 5 Banking
Days’ prior irrevocable written notice to each of such Lenders and Administrative Agent, in whole permanently replace the Loans and Commitments of such Lender; provided that Borrower shall replace such Loans and Commitments with the
Loans and Commitments of a lender reasonably satisfactory to Administrative Agent. Such replacement Lender shall upon the effective date of replacement purchase the Obligations owed to such replaced Lender for the aggregate amount thereof and shall
thereupon and for all purposes become a “Lender” hereunder. Such notice from Borrower shall specify an effective date for the replacement of such Lender’s Loans and Commitments, which date shall not be later than the fourteenth
(14th) day after the day such notice is given. On the effective date of any replacement of a Lender’s Loans and
Commitments and Obligations pursuant to this Section 2.8.2, Borrower shall pay to Administrative Agent for the account of such Lender (a) any fees due to such Lender to the date of such replacement; (b) the principal of and accrued interest on the
principal amount of outstanding Loans held by such Lender to the date of such replacement (such amount to be represented by the purchase of the Obligations of such replaced Lender by the replacing Lender and not as a prepayment of such Loans), and
(c) the amount or amounts due to such Lender pursuant to each of Sections 2.4.4, 2.6.3 or 2.6.4, as applicable, and any other amount then payable hereunder to such Lender. In addition, if the replacement Lender was not previously a
“Lender” hereunder, Borrower shall pay to Administrative Agent an administrative fee of $3,500. Borrower will remain liable to such replaced Lender for any Liquidation Costs that such Lender may sustain or incur as a consequence of the
purchase of such Lender’s Loans (unless such Lender has defaulted on its obligation to fund a Loan hereunder). Upon the effective date of the purchase of any Lender’s Loans and termination of such Lender’s Commitments pursuant to this
Section 2.8.2, such Lender shall cease to be a Lender hereunder. No such termination of such Lender’s Commitments and the purchase of such Lender’s Loans pursuant to this Section 2.8.2 shall affect (i) any liability or obligation of
Borrower or any other Lender to such terminated Lender, or any liability or obligation of such terminated Lender to Borrower or any other Lender, which accrued on or prior to the date of such termination or (ii) such terminated Lender’s rights
hereunder in respect of any such liability or obligation. 
  
 2.8.3 Alternate Office. Any Lender may designate a Lending Office other than that set forth on Schedule 1 and may assign all of its interests under the Credit Facility Documents, and its Notes, to such Lending Office, provided that such
designation and assignment do not at the time of such designation and assignment increase the reasonably foreseeable liability of Borrower under Sections 2.4.4, 2.6.3 or 2.6.4, or make an interest rate option unavailable pursuant to Section 2.6.2.

  

 15 








 ARTICLE III. 
 CONDITIONS PRECEDENT 
  
 3.1 Conditions Precedent to the Closing Date. The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless
waived in writing by Administrative Agent with the consent of the Lenders): 
  
 3.1.1 Credit Facility Documents. Delivery to Administrative Agent of executed originals of each Credit Facility Document, all of which shall be in form and substance satisfactory to the Lenders, and shall have been
duly authorized, executed and delivered by the parties thereto. 
  
 3.1.2 Resolutions. Delivery to Administrative Agent of a copy of one or more resolutions or other authorizations of Borrower in form and substance reasonably satisfactory to the Lenders and certified by the appropriate officers of Borrower
as being in full force and effect on the Closing Date, authorizing the execution, delivery and performance of this Agreement and the other Credit Facility Documents and any instruments or agreements required hereunder or thereunder to which such
entity is a party. 
  
 3.1.3 Incumbency. Delivery to
Administrative Agent of a certificate in form and substance reasonably satisfactory to the Lenders, from Borrower signed by the appropriate authorized officer and dated the Closing Date, as to the incumbency of the natural persons authorized to
execute and deliver this Agreement and the other Credit Facility Documents and any instruments or agreements required hereunder or thereunder to which Borrower is a party. 
  
 3.1.4 Legal Opinions. Delivery to Administrative Agent of legal opinions of counsel to Borrower and counsel to
Administrative Agent, each in form and substance reasonably satisfactory to the Lenders. 
  
 3.1.5 Accuracy of Representations and Warranties. Each representation and warranty set forth in Article IV shall be true and correct in all material respects. 
  
 3.1.6 Financial Statements. Administrative Agent shall have received the most
recent annual audited financial statements or Form 10-K from Borrower and, to the extent obtainable, the most recent quarterly financial statements or Form 10-Q of Borrower, with certificates from the appropriate Responsible Officer thereof, stating
that no material adverse change in the consolidated assets, liabilities, operations or financial condition of Borrower has occurred from those set forth in the most recent financial statements or the balance sheet, as the case may be, so provided to
Administrative Agent. 
  
 3.1.7 No Defaults. No Event of Default
or Inchoate Default shall have occurred and is continuing or will result from the execution of this Agreement or any other Credit Facility Document. 
  

 16 








 3.1.8 Notice of Borrowing. If a Loan is to be made on the Closing Date, Administrative Agent shall have
received a Notice of Borrowing meeting the requirements of Section 2.1.1.2. 
  
 3.1.9 Certificate of Borrower. Administrative Agent shall have received a certificate, dated as of the Closing Date, signed by a Responsible Officer of Borrower, in substantially the form of Exhibit D. 
  
 3.1.10 Payment of Fees. All amounts required to be paid to Administrative
Agent under the Credit Facility Documents, and all taxes, fees and other costs payable in connection with the execution and delivery of the documents and instruments referred to in this Section 3.1 (or incorporated herein by reference) shall have
been paid in full or, as approved by Administrative Agent, provided for. 
  
 3.1.11 Termination of Credit Facility. Borrower’s right to borrow under the 364-Day Revolving Facility Credit Agreement, dated as of November 7, 2003, among Borrower, Citibank, N.A., as Administrative Agent,
Citigroup Global Markets Inc. and Suntrust Capital Markets, Inc., as Co-Lead Arrangers, Suntrust Bank as Co-Syndication Agent and Morgan Stanley Bank and The Bank of New York as Co-Documentation Agents and the financial institutions parties thereto,
shall have been terminated and all amounts owed by Borrower thereunder shall have been paid in full. 
  
 3.2 Conditions Precedent to Each Borrowing. 
  
 The obligation of the Lenders to make Loans subsequent to the Closing Date is subject to the prior satisfaction of each of the following conditions
(unless waived by Administrative Agent with the consent of the Majority Lenders): 
  
 3.2.1 Accuracy of Representations and Warranties. Each representation and warranty set forth in Article IV shall be true and correct in all material respects as if made on and as of the date of such Borrowing, before
and after giving effect thereto and the application of the proceeds therefrom, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct in all material respects
as of such other time. 
  
 3.2.2 No Defaults. No Event of Default
or Inchoate Default shall have occurred and is continuing or will result from such Borrowing. 
  
 3.2.3 No Material Adverse Effect. No event or circumstance shall have occurred and is continuing which is reasonably likely to have a Material Adverse Effect on Borrower or will result from such Borrowing. 

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

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 ARTICLE IV. 
 REPRESENTATIONS AND WARRANTIES 
  
 Borrower makes the following representations and warranties to and in favor of Administrative Agent and the Lenders as of the Closing Date and, unless otherwise expressly limited to the Closing Date, as of the date of each Borrowing. All of
these representations and warranties shall survive the Closing Date, the issuance of any Notes and the making of the Loans: 
  
 4.1 Corporate Existence and Business. Borrower is a corporation duly organized and validly existing in good standing under the laws of its
jurisdiction of incorporation and is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary to execute, deliver and perform this Agreement and each other Credit Facility Document to which
it is or is to become a party. 
  
 4.2 Power and Authorization;
Enforceable Obligations. Borrower has full power and authority and the legal right to execute, deliver and perform this Agreement and each other Credit Facility Document to which it is or is to become a party and to take all action as may be
necessary to complete the transactions contemplated hereunder and thereunder. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and each other Credit Facility Document to which
it is or is to become a party to complete the transactions contemplated hereby. No consent or authorization of, filing with, or other act by or in respect of any other Person or Governmental Authority is required in connection with the execution,
delivery or performance by Borrower, or the validity or enforceability as to Borrower, of this Agreement and each other Credit Facility Document to which it is or is to become a party, except such consents or authorizations or filings or other acts
as have already been obtained or where the failure to obtain such consent or authorization could not reasonably be expected to have a Material Adverse Effect on Borrower. This Agreement and each other Credit Facility Document to which Borrower is a
party have been duly executed and delivered by Borrower and constitute, and each other Credit Facility Document to which it is to become a party will upon execution and delivery thereof by Borrower and the other parties thereto (if any) constitutes,
a legal, valid and binding obligation of Borrower enforceable against it in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the right of
creditors generally and by general principles of equity. 
  
 4.3
No Legal Bar. The execution, delivery and performance by Borrower of this Agreement and each other Credit Facility Document to which it is or is to become a party to complete the transactions contemplated hereby and the making by Borrower of
any payments hereunder or under any other Credit Facility Document to which it is a party will not violate any 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. 
  

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 4.4 No Proceeding, Litigation or Investigation. No litigation, proceeding or investigation of or
before any Governmental Authority is pending or, to the knowledge of Borrower, threatened in writing against Borrower, except where such litigation, proceeding or investigation could not reasonably be expected to have a Material Adverse Effect on
Borrower. 
  
 4.5 Governmental Approvals. All governmental
authorizations and actions necessary in connection with the execution and delivery by Borrower of this Agreement and the performance of its obligations hereunder have been obtained or performed and remain valid and in full force and effect.

  
 4.6 Financial Statements. All quarterly and annual
financial statements of Borrower and its consolidated subsidiaries heretofore delivered by Borrower to Administrative Agent were true, correct and complete in all material respects, did not fail to disclose any material liabilities, whether direct
or contingent, and fairly presented in all material respects the financial condition of Borrower and its consolidated subsidiaries, as the case may be, in each case as of the date delivered and were prepared in accordance with GAAP. Since June 30,
2004, there has been no material adverse change in the business, operations, property, assets or financial condition of Borrower and its consolidated subsidiaries taken as a whole. 
  
 4.7 True and Complete Disclosure. All factual information heretofore or contemporaneously furnished by Borrower or
its representatives in writing to Administrative Agent or any Lender for purposes of or in connection with this Agreement or any transaction contemplated herein was true and accurate in all material respects on the date as of which such information
was dated or certified and at such date did not omit to state any fact necessary to make such information not misleading at such time in light of the circumstances under which such information was provided. The information referred to in the
immediately preceding sentence furnished to Administrative Agent or any Lender on or prior to the Closing Date, taken as a whole, as updated or supplemented from time to time, is true and correct in all material respects as of the Closing Date, and
as of the Closing Date all such information does not omit to state any fact which could reasonably be expected to have a Material Adverse Effect on Borrower. 
  
 4.8 Investment Company Act. Borrower is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended
and is exempt from regulation under PUHCA and the Federal Power Act. 
  
 4.9 Compliance with Law. There is no violation by Borrower or any Significant Subsidiary of any Governmental Rule which could reasonably be expected to have a Material Adverse Effect on Borrower. Except as have been delivered to
Administrative Agent, no notices of violation of any Governmental Rule have been issued, entered or received by Borrower. 
  

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

4.12 Margin Stock. No indebtedness being reduced or retired out of the proceeds of the Loans was or will be incurred for the purpose of
purchasing or carrying any “margin stock” (within the meaning of Regulation U). 
  
 ARTICLE V. 
 COVENANTS OF BORROWER 
  
 Borrower covenants and agrees that until the repayment in full of the Obligations (other than those contingent obligations
that are intended to survive the termination of this Agreement or the other Credit Facility Documents) and the expiration and termination of all Commitments, unless Administrative Agent on behalf of the Lenders waives compliance in writing:

  
 5.1 Existence. Borrower shall, and shall cause each
Significant Subsidiary to, maintain and preserve its existence in good standing in the state of its formation and its qualification to do business in each other jurisdiction where such qualification is necessary and all material rights, privileges
and franchises necessary in the normal conduct of its business. 
  
 5.2 Consents, Legal Compliance. Borrower shall maintain in full force and effect all consents of any Governmental Authority that are required to be obtained by it in order for it to perform its obligations under this Agreement and
will obtain any that may become necessary in the future. 
  
 5.3
Prohibition of Certain Transfers. 
  
 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 
  

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 and BBB-, respectively, or Baa3 and BBB, respectively; (iii) prior to such merger, consolidation or combination, and
after giving effect thereto, no Inchoate Default or Event of Default shall have occurred and be continuing; (iv) Borrower shall have provided pro forma calculations to Administrative Agent demonstrating that, to the reasonable satisfaction of
Administrative Agent, after giving effect to such merger, consolidation or combination, the projected ratio of Total Debt to Capitalization for the next succeeding fiscal quarter will be less than or equal to 0.60 to 1.00 and the projected EBITDA to
Interest Ratio for the next succeeding twelve months will be greater than or equal to 2.00 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 Except as set forth in this Section 5.3 or sales that are in the nature of financing leases, Borrower shall not, and shall not permit any Significant Subsidiary to, sell, lease, assign or otherwise transfer or
dispose of, directly or indirectly, all or any substantial part of its or such Significant Subsidiary’s property, business or assets; provided that (i) Borrower or any Significant Subsidiary may sell, lease or otherwise transfer or dispose of,
directly or indirectly, assets to Borrower or any Significant Subsidiary and (ii) Borrower may sell, contribute or otherwise transfer its transmission and transmission-related assets for fair value to a regional transmission organization.

  
 5.3.3 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 Borrower or any subsidiary of Borrower may engage in limited recourse project financing transactions
as provided in Section 5.3.3; and provided further that the foregoing shall not limit the Borrower’s ability to enter into securitization transactions secured by a transfer of the Borrower’s receivables up to a maximum aggregate amount of
$150,000,000. 
  
 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, 
  

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 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, Instruments, Etc. Borrower
shall, and shall cause each Significant Subsidiary to, promptly comply, or cause compliance, with all Governmental Rules (except where the failure to comply could not reasonably be expected to have a Material Adverse Effect on Borrower) including
Governmental Rules relating to pollution control, environmental protection, equal employment opportunity or employee benefit plans, ERISA Plans and employee safety. 
  
 5.8 No Change in Business. Borrower shall maintain a substantial part of its business in the power industry and
businesses reasonably related thereto and Borrower shall cause each Significant Subsidiary to maintain as a substantial part of its business the general type of business now conducted by such Significant Subsidiary. Borrower shall not extend credit
for the purpose of purchasing or carrying margin stock (as defined in Regulations T, U or X of the Federal Reserve Board). 
  
 5.9 Financial Statements. Unless Administrative Agent otherwise consents, deliver or cause to be delivered to Administrative Agent, in form and
detail reasonably satisfactory to Administrative Agent: 
  
 5.9.1
As soon as practicable and in any event within 60 days after the end of the first, second and third quarterly accounting periods of its fiscal year, an unaudited consolidated balance sheet of Borrower and its consolidated subsidiaries as of the last
day of 
  

 22 








 such quarterly period and the related statements of income, cash flow, and shareholder’s equity (where applicable)
for such quarterly period and (in the case of the second and third quarterly periods) for the portion of the fiscal year ending with the last day of such quarterly period, setting forth in each case in comparative form corresponding unaudited
figures from the preceding fiscal year; and 
  
 5.9.2 As soon as
practicable and in any event within 120 days after the close of each applicable fiscal year, audited consolidated financial statements of Borrower and its consolidated subsidiaries. Such financial statements shall include a statement of equity, a
balance sheet as of the close of such year, an income and expense statement, reconciliation of capital accounts (where applicable) and a statement of cash flow, all prepared in accordance with GAAP, certified by an independent certified public
accountant selected by Borrower. Such certificate shall not be qualified or limited because of restricted or limited examination by such accountant of any material portion of the records of Borrower. 
  
 5.9.3 Each time the financial statements are delivered under Sections 5.9.1
or 5.9.2, deliver, along with such financial statements, a certificate signed by a Responsible Officer of Borrower (i) setting forth reasonably detailed calculations demonstrating compliance with Section 5.11 and including a schedule describing all
Contingent Obligations of Borrower, and (ii) certifying that (A) such Responsible Officer has made or caused to be made a review of the transactions and financial condition of Borrower during the relevant fiscal period and that, to such Responsible
Officer’s knowledge, Borrower is in compliance with all applicable material provisions of each Credit Facility Document to which Borrower is a party or, if such is not the case, stating the nature of such non-compliance and the corrective
actions which Borrower has taken or proposes to take with respect thereto, and (B) such financial statements are true and correct in all material respects and that no material adverse change in the consolidated assets, liabilities, operations, or
financial condition of Borrower has occurred since the date of the immediately preceding financial statements provided to Administrative Agent or, if a material adverse change has occurred, the nature of such change. 
  
 5.9.4 As long as Borrower is required or permitted to file reports under the
Securities Exchange Act of 1934, as amended, a copy of its report on Form 10-Q shall satisfy the requirements of Section 5.9.1 and a copy of Borrower’s report on Form 10-K shall satisfy the requirements of Section 5.9.2. 
  
 5.10 Notices. Borrower shall promptly, upon acquiring notice or giving
notice, as the case may be, or obtaining knowledge thereof, deliver written notice to Administrative Agent of: 
  
 5.10.1 Any litigation or investigation pending or threatened in writing against Borrower or any Significant Subsidiary involving claims against Borrower
or such Significant Subsidiary that could reasonably be expected to have a Material Adverse Effect on Borrower, such notice to include copies of all papers filed in such litigation or investigation and to be given monthly if any such papers have
been filed since the last notice given; 
  

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 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 Covenants. 
  
 5.11.1 Borrower shall maintain, as of the last day of each fiscal quarter, a
ratio of Total Debt to Capitalization, for the fiscal quarter then ended, of less than or equal to 0.60 to 1.00. 
  
 5.11.2 Borrower shall maintain, as of the last day of each fiscal quarter, an EBITDA to Interest Ratio of greater than or equal to 2.00 to 1.00.

  
 5.11.3 Borrower shall comply with the limitation on short-term
indebtedness imposed on Borrower by the Florida Public Service Commission. 
  
 5.12 Indemnification. 
  
 5.12.1 Borrower shall indemnify, defend and hold harmless Administrative Agent and each Lender, each of their Affiliates and their respective officers, directors, shareholders, controlling persons, employees, agents and servants
(collectively, the “Indemnitees”) from and against and reimburse the Indemnitees for any and all penalties, claims, damages, losses, liabilities and obligations, of any kind or nature whatsoever, that may be imposed upon, incurred
by or asserted or awarded against any Indemnitee in any way relating to or arising out of or in connection with this Agreement, the other Credit Facility Documents, the use by Borrower of the proceeds hereof, or any related claim or investigation,
litigation or 
  

 24 








 proceeding, or the preparation of any defense with respect thereto, and will reimburse each Indemnitee for all reasonable
expenses (including all reasonable costs and expenses of a single legal counsel, together with a single legal counsel in each applicable jurisdiction, and all reasonable costs and expenses of multiple legal counsels to the extent necessary in the
event that (i) the circumstances giving rise to such indemnification create an ethical conflict for such single counsel or (ii) the Indemnitees have inconsistent or conflicting defenses) incurred in connection with the investigation of, preparation
for or defense of any pending or threatened claim, investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by Borrower, or an Indemnitee is otherwise a party thereto (but not in respect of any
claim or action brought by Borrower against any Indemnitee to enforce its rights hereunder or under any other Credit Facility Document), and whether or not the transactions contemplated by the Credit Facility Documents are consummated (collectively,
“Subject Claims”). 
  
 5.12.2 The foregoing
indemnities shall not apply with respect to an Indemnitee, to the extent any such claim, penalty, damage, loss, liability, obligation, cost, disbursement or expense incurred by or asserted or awarded against such Indemnitee is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, but shall continue to apply to other Indemnitees. Without limiting the generality of the foregoing,
Borrower shall not be liable for any special, indirect, consequential or punitive damages suffered by an Indemnitee, including any loss of profits, business or anticipated savings of such Indemnitee, other than any such damages or losses imposed
upon or asserted or awarded against any Indemnitee by a third party. 
  
 5.12.3 If for any reason the foregoing indemnification is unavailable to any Indemnitee or is insufficient to hold it harmless, then Borrower shall contribute to the amount paid or payable by such Indemnitee as a result of such loss, claim,
damage or liability in such proportion as is appropriate to reflect the relative economic interests of Borrower and its equity holders on the one hand and such Indemnitee on the other hand in the matters contemplated by this Agreement and the other
Credit Facility Documents as well as the relative fault of Borrower and such Indemnitee with respect to such loss, claim, damage or liability and any other relevant equitable considerations. 
  
 5.12.4 The provisions of this Section 5.12 shall survive the satisfaction or
discharge of Borrower’s obligations hereunder, and shall be in addition to any other rights and remedies of the Lenders. 
  
 5.12.5 In case any action, suit or proceeding shall be brought against any Indemnitee, such Indemnitee shall promptly notify Borrower of the commencement
thereof, and Borrower shall be entitled, at its expense, acting through counsel reasonably acceptable to such Indemnitee, to participate in, and, to the extent that Borrower desires, to assume and control the defense thereof. Such Indemnitee shall
be entitled, at its expense, to participate in any action, suit or proceeding the defense of which has been assumed by Borrower. Notwithstanding the foregoing, Borrower shall not be entitled to assume and control the defense of any such action, suit
or proceedings if and to the extent that, in the reasonable opinion of such Indemnitee and its 
  

 25 








 counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnitee or
a conflict of interest between such Indemnitee and Borrower (unless such conflict of interest is waived in writing by the affected Indemnitees), and in such event (other than with respect to disputes between such Indemnitee and another Indemnitee)
Borrower shall pay the reasonable expenses of such Indemnitee in such defense to the extent provided in Sections 5.12.1 and 5.12.2. 
  
 5.12.6 Borrower shall promptly report to the relevant Indemnitee(s) on the status of such action, investigation, suit or proceeding the defense of which
is assumed by Borrower in accordance with Section 5.12.5, as material developments shall occur and from time to time as requested by such Indemnitee (but not more frequently than every 60 days). Borrower shall deliver to such Indemnitee a copy of
each document filed or served on any party in such action, investigation, suit or proceeding, and each material document which Borrower possesses relating to such action, investigation, suit or proceeding. 
  
 5.12.7 Notwithstanding Borrower’s rights hereunder to control certain
actions, investigations, suits or proceedings, if any Indemnitee reasonably determines that failure to compromise or settle any Subject Claim made against such Indemnitee is reasonably likely to have an imminent and material adverse effect on such
Indemnitee or such Indemnitee’s interest in Borrower, such Indemnitee shall be entitled to compromise or settle such Subject Claim; provided that such Indemnitee consults with and coordinates such compromise or settlement with Borrower
(although no prior consent by Borrower to any such compromise or settlement shall be required); and provided further that with respect to any Indemnitee other than a Lender, such right may be exercised only with the consent of the Lender or Lenders
which such Indemnitee is affiliated with or engaged by. Any such compromise or settlement shall be binding upon Borrower for the purposes of this Section 5.12. Notwithstanding Borrower’s rights hereunder, Borrower shall not be entitled to
settle any Subject Claim of an Indemnitee without the prior written consent of such Indemnitee or a full release of such Indemnitee, in form and substance satisfactory to such Indemnitee. Upon payment of any Subject Claim by Borrower pursuant to
this Section 5.12 or other similar indemnity provisions contained herein to or on behalf of an Indemnitee, Borrower, without any further action, shall be subrogated to any and all claims that such Indemnitee may have relating thereto, and such
Indemnitee shall cooperate with Borrower and Borrower’s insurance carrier, and give such further assurances as are necessary or advisable to enable Borrower vigorously to pursue such claims. 
  
 5.12.8 Any amounts payable by Borrower pursuant to this Section 5.12 shall be
regularly payable within 30 days after Borrower receives an invoice for such amounts from any applicable Indemnitee, and if not paid within such 30-day period, shall bear interest at the Default Rate. 
  
 5.12.9 Notwithstanding anything to the contrary set forth herein, except as
provided in Section 5.12.1 or 5.12.5, Borrower shall not, in connection with any one legal proceeding or claim, or separate but related proceedings or claims arising out of the same general allegations or circumstances, in which the interests of the
Indemnitees do not materially differ, 
  

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 be liable to the Indemnitees (or any of them) under any of the provisions set forth in this Section 5.12 for the fees and
expenses of more than one separate firm of attorneys (which firm shall be selected by the affected Indemnitees, or upon failure to so select, by Administrative Agent). 
  
 5.13 Federal Regulations. Borrower shall not use any part of the proceeds of the Loans to purchase or carry any
“margin stock” (within the meaning of Regulation U) or to purchase, carry or trade in any securities under such circumstances as to involve Borrower in a violation of Regulation X or to involve any broker or dealer in Regulation T.

  
 5.14 Transactions With Affiliates. Borrower shall not,
and shall not permit any subsidiary to, enter into any transaction with any of its Affiliates (other than the Borrower or any subsidiary) unless such transaction is on terms no less favorable to the Borrower or such subsidiary than if the
transaction had been negotiated in good faith on an arm’s-length basis with a non-Affiliate. 
  
 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 Document, within three Banking Days after the date that such sum is due, or (iii) any other fee, cost, charge or other sum due under this Agreement or any other Credit Facility Document, within
30 days after written notice that such sum is due and has not been paid. 
  
 6.1.2 Debt Cross Default. (i) Borrower or any Significant Subsidiary shall default for a period beyond any applicable grace period (a) in the payment of any principal, interest or other amount due under any
Indebtedness (other than trade payables or non-recourse indebtedness), or (b) any other event shall occur or condition shall exist under an agreement, or related agreements, under which Borrower or any Significant Subsidiary has outstanding
Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the
outstanding amount or amounts payable under all such Indebtedness under clauses (a) and (b) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which
Borrower or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause (ii), such debt has been accelerated by the holder of such debt, or
the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule. 
  

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 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, 5.11 or
5.14) 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, TECO shall cease to directly or indirectly own and control at least 80% of (i) the economic interests and (ii) the voting interests (whether by committee, contract or otherwise) in Borrower. 
  
 6.1.8 ERISA Violations. If Borrower or any ERISA Affiliate should establish,
maintain, contribute to or become obligated to contribute to any ERISA Plan and (a) a Reportable Event shall have occurred with respect to any ERISA Plan; or (b) a trustee shall be appointed by a United States District Court to administer any ERISA
Plan; or (c) the PBGC shall institute proceedings to terminate any ERISA Plan; or (d) a complete or partial withdrawal by Borrower or any ERISA Affiliate from any Multiemployer Plan shall have occurred, or any Multiemployer Plan shall enter
reorganization status, become insolvent, or terminate (or notify Borrower or any ERISA Affiliate of its intent to terminate) under Section 4041A of ERISA; or (e) any ERISA Plan experiences an accumulated funding deficiency under Code Section 412(b);
or (f) Borrower or any ERISA Affiliate incurs any liability for a Prohibited Transaction under ERISA Section 502; provided that any of the events described in this Section 6.1.8 shall result in joint liability to Borrower and all ERISA
Affiliates in excess of $5,000,000. 
  

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 6.1.9 Security. Any of the Credit Facility Documents, once executed and delivered, shall, except as the
result of acts or omissions of Administrative Agent or the Lenders, fail to provide Administrative Agent and the Lenders the liens, security interest, rights, titles, interest, remedies permitted by law, powers or privileges intended to be created
thereby or cease to be in full force and effect (except as expressly contemplated by the terms thereof), or the validity thereof or the applicability thereof to the Loans or other obligations purported to be secured or guaranteed thereby or any part
thereof shall be disaffirmed by or on behalf of Borrower or any other party thereto (other than Administrative Agent or the Lenders). 
  
 6.2 Remedies. Upon the occurrence and during the continuation of an Event of Default, Administrative Agent and the Lenders may, at the election of
the Required Lenders, without further notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind, all such notices and demands other than notices required by this
Agreement or any of the other Credit Facility Documents being waived (to the extent permitted by Governmental Rule), exercise any or all of the following rights and remedies, in any combination or order that the Required Lenders may elect, in
addition to such other rights or remedies as the Lenders may have hereunder, under the other Credit Facility Documents or at law or in equity. 
  
 6.2.1 No Further Loans. Administrative Agent and the Lenders may refuse and shall not be obligated to continue any Loans or to make any additional Loans;
provided that in the event of an Event of Default occurring under Section 6.1.3 of this Agreement with respect to Borrower, the foregoing shall take effect immediately and without further act of Administrative Agent or the Lenders.

  
 6.2.2 Cure by Administrative Agent. Without any obligation to
do so but only during any time when a Loan is outstanding or any other amounts are due and owing hereunder to Administrative Agent or the Lenders, Administrative Agent may make disbursements or Loans to or on behalf of Borrower to cure any Event of
Default or Inchoate Default hereunder as the Required Lenders in their sole discretion may consider necessary or appropriate, whether to preserve and protect the Lenders’ interests under this Agreement or any Credit Facility Documents or for
any other reason, and all sums so expended, together with interest on such total amount at the Default Rate (but in no event shall the rate exceed the maximum lawful rate, if applicable), shall be repaid by Borrower to Administrative Agent on demand
and shall be secured by this Agreement and the other Credit Facility Documents and shall constitute an Obligation, notwithstanding that such expenditures may, together with amounts advanced under this Agreement, exceed the amount of the Total
Commitment. 
  
 6.2.3 Acceleration. Administrative Agent and the
Lenders may declare and make all sums of accrued and outstanding principal and accrued but unpaid interest remaining under this Agreement together with all unpaid fees, costs (including Liquidation Costs) and charges due hereunder or under any other
Credit Facility Document, immediately due and payable and require Borrower immediately, without presentment, demand, protest or other notice of any kind, all of which Borrower hereby expressly waives, to pay Administrative Agent or the 

 

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 Lenders an amount in immediately available funds equal to the aggregate amount of any outstanding Loans; provided
that in the event of an Event of Default occurring under Section 6.1.3 of this Agreement with respect to Borrower, all such amounts shall become immediately due and payable without further act of Administrative Agent or the Lenders. 
  
 ARTICLE VII. 
 ADMINISTRATIVE AGENT, SUBSTITUTION, 
 AMENDMENTS, ETC. 
  
 7.1 Appointment, Powers and Immunities. 
  
 7.1.1 Each Lender hereby appoints and authorizes Administrative Agent to act
as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are
reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender. Notwithstanding anything
to the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent to any liability. Each
of Administrative Agent, the Lenders and any of their respective Affiliates shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement or in
any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the
Notes or any other document referred to or provided for herein or for any failure by Borrower, its respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in fact
and shall not be responsible for the negligence or misconduct of any such agents or attorneys in fact selected by it with reasonable care. 
  
 7.1.2 Administrative Agent and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or
them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its 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 
  

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 books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility
Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may be. 
  
 7.2 Reliance. Administrative Agent shall be entitled to rely upon any certificate, notice or other document
(including any cable, telegram, telecopy or telex) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and
other experts selected by Administrative Agent. As to any other matters not expressly provided for by this Agreement, Administrative Agent shall not be required to take any action or exercise any discretion, but shall be required to act or to
refrain from acting upon instructions of the Majority Lenders or Required Lenders, as the case may be (except that Administrative Agent shall not be required to take any action which exposes Administrative Agent to personal liability or which is
contrary to this Agreement, any other Credit Facility Document or any Governmental Rule). Administrative Agent shall in all cases (including when any action by Administrative Agent alone is authorized hereunder, if Administrative Agent elects in its
sole discretion to obtain instructions from the Majority Lenders or Required Lenders, as the case may be) be fully protected in acting, or in refraining from acting, hereunder or under any other Credit Facility Document in accordance with the
instructions of the Majority Lenders or the Required Lenders, as the case may be, and such instructions of the Majority Lenders or the Required Lenders, as the case may be, and any action taken or failure to act pursuant thereto shall be binding on
all of the Lenders. 
  
 7.3 Non-Reliance. Each
Lender represents that it has, independently and without reliance on Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the financial condition and affairs of
Borrower and decision to enter into this Agreement and agrees that it will, independently and without reliance upon Administrative Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own appraisals and decisions in taking or not taking action under this Agreement. Each of Administrative Agent and any Lender shall not be required to keep informed as to the performance or observance by Borrower or its
Affiliates under this Agreement or any other document referred to or provided for herein or to make inquiry of, or to inspect the properties or books of Borrower or its Affiliates. 
  
 7.4 Defaults. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any
Inchoate Default or Event of Default, unless such default relates to the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, or Administrative Agent has received a notice from a
Lender or Borrower, referring to this Agreement, describing such Inchoate Default or Event of Default and indicating that such notice is a notice of default. If Administrative Agent receives such a notice 
  

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

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 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 generally engage in any kind of business with Borrower or any other Person, without any duty to account therefor to the Lenders. For the avoidance of doubt, Administrative
Agent may act as TECO Credit Facility Administrative Agent notwithstanding any potential or actual conflict of interest presented by the foregoing and Borrower and each of the Lenders hereby waives any claim against Administrative Agent or any of
its affiliates based upon any conflict of interest that Administrative Agent may have with regard to acting as Administrative Agent hereunder and acting in such other role. 
  
 7.9 Amendments; Waivers. Subject to the provisions of this Section 7.9, unless otherwise specified in this
Agreement or another Credit Facility Document, the Majority Lenders (or Administrative Agent with the consent in writing of the Majority Lenders) and Borrower may enter into agreements supplemental hereto for the purpose of adding, modifying or
waiving any provisions to the Credit Facility Documents or changing in any manner the rights of the Lenders or Borrower hereunder or waiving any Inchoate Default or Event of Default; provided, however, that no such supplemental
agreement shall, without the consent of all of the Lenders: 
  
 (a) Modify Section 2.1.4, 2.4.1, 2.4.2, 2.4.3, 2.5, 2.6, 2.7, 3.1 7.1, 7.13, or 7.14; or 
  

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

  
 (c) Permit Borrower to assign its rights under this
Agreement; or 
  
 (d) Amend this Section 7.9 or amend any defined
term set forth herein, in any Credit Facility Document or in Exhibit A, to the extent such amendment would have the effect of violating the effect of the provisions of this Section 7.9; or 
  
 (e) Release any collateral from a lien securing the Obligations of Borrower
hereunder or release any funds from any account otherwise than in accordance with the terms hereof; or 
  
 (f) Extend the maturity of any Loans (including any extension of the Maturity Date) or any Notes or reduce the principal amount thereof; or 
  
 (g) Reduce the rate or change the time of payment of interest due on any
Loan or any Note; or 
  
 (h) Reduce the amount or change the time
of payment of any fee or other amount due or payable; or 
  
 (i)
Increase the amount of the Commitment of any Lender. 
  
 7.10
Withholding Tax. 
  
 7.10.1 If the forms or other
documentation required by Section 2.4.7 are not delivered to Administrative Agent, then Administrative Agent may withhold from any interest payment to any Lender not providing such forms or other documentation, an amount equivalent to the applicable
withholding tax. 
  
 7.10.2 If the Internal Revenue Service or any
authority of the United States or other jurisdiction asserts a claim that Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly
executed, or because such Lender failed to notify Administrative Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify Administrative

  

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 Agent fully for all amounts paid, directly or indirectly, by Administrative Agent as tax or otherwise, including
penalties and interest, together with all expenses incurred, including legal expenses, allocated staff costs, and any out of pocket expenses. Borrower shall not be responsible for any amounts paid or required to be paid by a Lender under this
Section 7.10.2. 
  
 7.10.3 If any Lender sells, assigns, grants
participations in, or otherwise transfers its rights under this Agreement, the purchaser, assignee, transferee or participant shall comply with and be bound by the terms of Sections 2.4.7, 7.10.1 and 7.10.2 as though it were such Lender. 

 
 7.11 General Provisions as to Payments. Administrative Agent
shall promptly distribute to each Lender its pro rata share of each payment of principal and interest payable to the Lenders on the Loans and of fees hereunder received by Administrative Agent for the account of the Lenders and of any other
amounts owing under the Loans. The payments made for the account of each Lender shall be made, and distributed to it, for the account of (a) its domestic lending office in the case of payments of principal of, and interest on, its Base Rate Loans,
(b) its domestic or foreign lending office, as each Lender may designate in writing to Administrative Agent, in the case of payments of principal of, and interest on, its LIBOR Loans and (c) its domestic lending office, or such other lending office
as it may designate for the purpose from time to time, in the case of payments of fees and other amounts payable hereunder. Each Lender shall have the right to alter its designated domestic lending office upon notice to Administrative Agent and
Borrower. 
  
 7.12 Substitution of Lender. Should
any Lender fail to make a Loan in violation of its obligations under this Agreement (a “Non-Advancing Lender”), Administrative Agent shall (a) in its sole discretion fund the Loan on behalf of the Non-Advancing Lender (b) cooperate
with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and Borrower (unless an Event of Default shall have occurred and is continuing) and that shall be willing to assume the Non-Advancing
Lender’s obligations under this Agreement (including the obligation to make the Loan which the Non-Advancing Lender failed to make but without assuming any liability for damages for failing to have made such Loan or any previously required
Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Non-Advancing Lender hereunder upon the payment by such Person of all interest and fees owed to the Non-Advancing Lender and execution and
delivery to Administrative Agent of an agreement acceptable to Administrative Agent and Borrower by such Person assuming the Non-Advancing Lender’s obligations under this Agreement, and all interest and fees which would otherwise have been
payable to the Non-Advancing Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 7.12 shall relieve the Non-Advancing Lender from any liability it might have to Borrower or to the other
Lenders as a result of its failure to make any Loan. 
  

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

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

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 confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or
provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This section may not be amended without the written consent of all SPCs having outstanding Loans or Commitments hereunder. 
  
 7.14 Transfer of Commitments. Notwithstanding anything else herein to
the contrary (but subject to Section 7.13.2), any Lender, after receiving Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed) and unless an Event of Default shall have occurred and is
continuing, the prior written consent of Borrower (which consent shall not be unreasonably withheld or delayed) may, from time to time, at its option, sell, assign, transfer, negotiate or otherwise dispose of a portion of its Commitment (and Loans
made hereunder), in the minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, to any institution which in such assigning Lender’s judgment is reasonably capable of performing the obligations of a Lender hereunder
and reasonably experienced in corporate financing; provided, however, that in the case of an assignment by a Lender to another Lender or Affiliate of a Lender, the prior consent of Administrative Agent and Borrower shall not be
required and the minimum assignment amount specified above shall not apply as long as the assigning Lender continues to hold a Commitment of no less than $5,000,000. In the event of any assignment made pursuant to this Section 7.14, (a) the
assigning Lender’s Proportionate Share shall be reduced by the amount of the Proportionate Share assigned to the new Lender, (b) the parties to such assignment shall execute and deliver an appropriate agreement evidencing such sale, assignment,
transfer or other disposition, in form and substance reasonably satisfactory to Administrative Agent and Borrower, (c) the parties to the sale, assignment, transfer or other disposition, excluding Borrower, shall collectively pay to Administrative
Agent an administrative fee of $3,500 and (d) at the assigning Lender’s option, Borrower shall execute and deliver to such new Lender Notes in the forms attached hereto as Exhibit B, in a principal amount equal to its Proportionate Share but
only if it shall also be executing or exchanging with the assigning Lender a replacement note for any Note in an amount equal to the Proportionate Share retained by the Lender, if any (provided that Borrower shall have received for cancellation the
existing Note held by the assigning Lender). Thereafter, such new Lender shall be deemed to be a Lender and shall have all of the rights and duties of a Lender (except as otherwise provided in this Article VII), in accordance with its Proportionate
Share, under each of the Credit Facility Documents. 
  
 7.15
Laws. Notwithstanding the foregoing provisions of this Article VII, no sale, assignment, transfer, negotiation or other disposition of the interests of any Lender hereunder or under the other Credit Facility Documents shall be allowed if it
would require registration under the federal Securities Act of 1933, as then amended, any other federal securities laws or regulations or the securities laws or regulations of any applicable jurisdiction. Borrower shall, from time to time at the
request and expense of Administrative Agent, execute and deliver to Administrative Agent, or to such party or parties as Administrative Agent may designate, any and all further instruments as may in the reasonable opinion of Administrative Agent be
necessary or advisable on the part of Borrower to give full force and effect to such disposition. 
  

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

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

  

			
	If to Administrative Agent:	  	 Citibank, N.A.
 2 Penns Way, Suite 200
 New Castle, Delaware 19720
 Attention: Jacqueline Caine
 Tel: (302) 894-6079
 Fax: (302) 894-6120

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

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


  
 8.1.1 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 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

  

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 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. 
  
 8.1.2 The Borrower hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to
furnish to the Administrative Agent pursuant to this Agreement or any other Credit Facility Document, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information
materials, but excluding any such communication that (a) relates to a request for a new, or a conversion of an existing, borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (b)
relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (c) provides notice of any default or event of default under this Agreement or (d) is required to be delivered to satisfy any
condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit thereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by
transmitting the Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to oploanswebadmin@citigroup.com. 
  
 8.1.3 The Borrower further agrees that the Administrative Agent may make the Communications available to the Lenders by posting the Communications on
Intralinks or a substantially similar electronic transmission systems (the “Platform”). The Borrower acknowledges that the distribution of material through an electronic medium is not necessarily secure and that there are
confidentiality and other risks associated with such distribution. 
  
 8.1.4 THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS
OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT
THE 
  

 39 








 LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE
RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 
  
 8.1.5 The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the
Administrative Agent for purposes of this Agreement and the other Credit Facility Documents. Each Lender agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute
effective delivery of the Communications to such Lender for purposes of the Credit Agreement or any other Credit Facility Document. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to
time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such e-mail address. 
  
 8.1.6 Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other
communication pursuant to this Agreement or under any other Credit Facility Document in any other manner specified in such document. 
  
 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 
  

 40 








 of any provision or condition of this Agreement or any other Credit Facility Document, must be in writing and shall be
effective only to the extent in such writing specifically set forth. All remedies, either under this Agreement or any other Credit Facility Document or by law or otherwise afforded to Administrative Agent and the Lenders, shall be cumulative and not
alternative. 
  
 8.4 Costs, Expenses and Attorneys’
Fees. Borrower will pay to Administrative Agent all of its reasonable costs and expenses in connection with the preparation, negotiation, closing and administering of this Agreement and the documents contemplated hereby and any
participation or syndication of the Loans or this Agreement, including the reasonable fees, expenses and disbursements of a single legal counsel, together with a single legal counsel in each applicable local jurisdiction, retained by Administrative
Agent in connection with the preparation of such documents and any amendments hereof. Borrower will reimburse (a) Administrative Agent for all costs and expenses, including reasonable attorneys’ fees, expended or incurred by Administrative
Agent, and the Lenders for their reasonable internal out-of-pocket expenses (but not, in the case of the Lenders for attorney’s fees) in enforcing this Agreement or the other Credit Facility Documents in connection with an Event of Default or
Inchoate Default, in actions for declaratory relief in any way related to this Agreement or in collecting any sum which becomes due Administrative Agent or the Lenders on the Notes or under the Credit Facility Documents and (b) Administrative Agent
and the Lenders for their reasonable out-of-pocket expenses, including reasonable attorney fees, in the case of a restructuring or other workout of the Loans in connection with the bankruptcy or insolvency of Borrower or any payment default
requiring, among other things, amendments to the interest rates and/or repayment dates for the Loans. Borrower shall not be responsible for any counsel fees of Administrative Agent or the Lenders other than as set forth above. 
  
 8.5 Entire Agreement. This Agreement and any agreement,
document or instrument attached hereto or referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings in respect to the subject matter hereof. In the event of
any conflict between the terms, conditions and provisions of this Agreement and any such agreement, document or instrument, the terms, conditions and provisions of this Agreement shall prevail. 
  
 8.6 Governing Law. THIS AGREEMENT, AND ANY INSTRUMENT OR
AGREEMENT REQUIRED HEREUNDER (TO THE EXTENT NOT OTHERWISE EXPRESSLY PROVIDED FOR THEREIN), SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 AND
SECTION5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 
  
 8.7
Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby. 
  

 41 








 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 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, 
  

 42 








 the jurisdiction of the aforesaid courts. The Lenders, Administrative Agent and Borrower irrevocably consent to the
service of process out of any of the aforementioned courts in any manner permitted by law. Nothing herein shall affect the right of Administrative Agent to bring legal action or proceedings in any other competent jurisdiction. Notwithstanding the
foregoing, service of process shall not be deemed served or mailed to Administrative Agent or the Lenders until a copy of all matters to be served have been mailed to Shearman & Sterling, 599 Lexington Avenue, New York, NY 10022, Attn: Denise
Grant or such other Person as Administrative Agent or the Lenders may hereafter designate by notice specifically referring to this Section 8.13 given pursuant to Section 8.1. The Lenders, Administrative Agent and Borrower further agree that the
aforesaid courts of the State of New York and of the United States of America shall have exclusive jurisdiction with respect to any claim or counterclaim of Borrower based upon the assertion that the rate of interest charged by the Lenders on or
under this Agreement, the Loans and/or the other Credit Facility Documents is usurious. The Lenders, Administrative Agent and Borrower hereby waive any right to stay or dismiss any action or proceeding under or in connection with this Agreement or
any other Credit Facility Document brought before the foregoing courts on the basis of forum non-conveniens. 
  
 8.14 Knowledge and Attribution. References in this Agreement and the other Credit Facility Documents to the “knowledge,” “best
knowledge” or facts and circumstances “known to” Borrower, and all like references, mean facts or circumstances of which a Responsible Officer of Borrower has actual knowledge. 
  
 8.15 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Borrower may not assign or otherwise transfer any of their rights under this Agreement, and the Lenders may not assign or otherwise transfer any
of their rights under this Agreement except as provided in Article VII. 
  
 8.16 Patriot Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and
record information that identifies the Borrower, which information includes the name and address of such Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance
with the Patriot Act. The Borrower shall, and shall cause each of its Significant Subsidiaries to, provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or any
Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act. 
  
 8.17 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] 
  

 43 








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

			
	 BORROWER:

	
	 TAMPA ELECTRIC COMPANY

		
	 By:
	 	 /s/ Gordon L. Gillette


	 Name:
	 	 Gordon L. Gillette

	 Title:
	 	 Senior Vice President-Finance and

	 	 	 Chief Financial Officer



  








			
	 CITIBANK, N.A.

	 as Administrative Agent and as Lender

		
	 By:
	 	 /s/ Anita J. Brickell


	 Title:
	 	 Vice President











			
	 THE BANK OF NEW YORK

	 as Lender

		
	 By:
	 	 /s/ Charlotte Sohn Fuiks


	 Title:
	 	 Vice President











			
	 BNP PARIBAS

	 as Lender

		
	 By:
	 	 /s/ Mark A. Renaud


	 Title:
	 	 Managing Director

		
	 By:
	 	 /s/ Timothy F. Vincent


	 Title:
	 	 Director











			
	 JPMORGAN CHASE BANK

	 as Co-Syndication Agent and Lender

		
	 By:
	 	 /s/ Peter M. Ling


	 Title:
	 	 Managing Director











			
	 MERRILL LYNCH BANK USA

	 as Co-Syndication Agent and Lender

		
	 By:
	 	 /s/ Louis Alder


	 Title:
	 	 Director











			
	 MORGAN STANLEY BANK

	 as Co-Syndication Agent and Lender

		
	 By:
	 	 /s/ Daniel Twenge


	 Title:
	 	 Vice President











			
	 REGIONS BANK

	 as Lender

		
	 By:
	 	 /s/ David L. Waller


	 Title:
	 	 Vice President











			
	 SOCIETE GENERALE

	 as Lender

		
	 By:
	 	 /s/ R. Wayne Hutton


	 Title:
	 	 Managing Director











			
	 SUNTRUST BANK

	 as Co-Syndication Agent and Lender

		
	 By:
	 	 /s/ David W. Penter


	 Title:
	 	 Managing Director











			
	 UBS LOAN FINANCE LLC

	 as Lender

		
	 By:
	 	 /s/ Wilfred V. Saint


	 Title:
	 	 Director Banking Products Services, US

		
	 By:
	 	 /s/ Joselin Fernandes


	 Title:
	 	 Associate Director Banking Products
 Services,
US










 SCHEDULE 1 
  
 LENDERS, LENDING OFFICES AND PROPORTIONATE 
 SHARES UNDER THE FACILITY 
  

				
	 Lender

	  	Percentage of Loans

	 
	 Citibank, N.A.
	  	12.67	%
	 Morgan Stanley Bank
	  	12.67	%
	 JPMorgan Chase Bank
	  	10.67	%
	 Merrill Lynch Bank USA
	  	10.67	%
	 SunTrust Bank
	  	10.67	%
	 The Bank of New York
	  	8.53	%
	 BNP Paribas
	  	8.53	%
	 Regions Bank
	  	8.53	%
	 Societe Generale
	  	8.53	%
	 UBS Loan Finance LLC
	  	8.53	%








 EXHIBIT A 
  

DEFINITIONS 
  
 “Administrative Agent” means Citibank, N.A., acting in its capacity as administrative agent for the Lenders under the Credit Agreement,
or its successor appointed pursuant to the terms of the Credit Agreement. 
  
 “Affiliates” of a specified Person means any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person
specified, or who holds or beneficially owns 25% or more of the equity interest in the Person specified or 25% or more of any class of voting securities of the Person specified. 
  
 “Applicable Margin” means, for any day during the term of the Facility, the applicable margin set forth
below, as adjusted pursuant to the proviso set forth immediately below the following chart: 
  

																
	 	  	LEVEL 1

	 	 	LEVEL 2

	 	 	LEVEL 3

	 	 	LEVEL 4

	 	 	LEVEL 5

	 
	 	  	Long Term Senior
Unsecured Non
Credit Enhanced
Debt of the
Borrower Rated At
Least BBB+ By
S&P
or Baa1 By
Moody’s

	 	 	Long Term Senior
Unsecured Non
Credit Enhanced
Debt of the
Borrower Rated
Less Than Level 1
But At Least BBB
By S&P
or Baa2
By Moody’s.

	 	 	 Long Term Senior
Unsecured Non
Credit Enhanced
Debt of the
Borrower
Rated
Less Than Level 2
But At Least BBB-
 by S&P and Baa3
by
Moody’s.

	 	 	Long Term Senior
Unsecured Non
Credit Enhanced
Debt of the
Borrower Rated
Less Than Level 3
But At Least BB+
By S&P
and Ba1
By Moody’s

	 	 	Long Term Senior
Unsecured Non
Credit Enhanced
Debt of the
Borrower Rated
Less Than Level 4

	 
	 Applicable LIBOR Margin
	  	0.600	%	 	0.700	%	 	0.750	%	 	1.625	%	 	1.875	%
	 Applicable Base Rate Margin
	  	0.00	%	 	0.00	%	 	0.00	%	 	0.625	%	 	0.875	%

  
 provided, however, that
(a) for any day on which the aggregate amount of outstanding Loans exceeds 33% of the Total Commitment at such time and Borrower’s long term senior unsecured non credit enhanced debt is rated at least BBB- by S&P and Baa3 by Moody’s at
such time, the Applicable Margin for LIBOR Loans for such day shall be increased by 0.125% per annum and (b) for any day on which the aggregate amount of outstanding Loans exceeds 33% of the Total Commitment at such time and Borrower’s long
term senior unsecured non credit enhanced debt is rated less than BBB- by S&P or Baa3 by Moody’s at such time, the Applicable Margin for LIBOR Loans for such day shall be increased by 0.25% per annum. 
  
 “Banking Day” means any day other than a Saturday, Sunday or
other day on which banks are or are authorized to be closed in New York, New York and, where such term is used in any respect relating to a LIBOR Loan, which is also a day on which dealings in Dollar deposits are carried out in the London interbank
market. 
  

 A-1 








 “Bankruptcy Event” shall be deemed to occur, with respect to any Person, if that Person
shall institute a voluntary case seeking liquidation or reorganization under the Bankruptcy Law, or shall consent to the institution of an involuntary case thereunder against it; or such Person shall file a petition or consent or shall otherwise
institute any similar proceeding under any other applicable Federal or state law, or shall consent thereto; or such Person shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee
or other officer with similar powers for itself or any substantial part of its assets; or such Person shall make a general assignment for the benefit of its creditors; or such Person shall admit in writing its inability to pay its debts generally as
they become due; or if an involuntary case shall be commenced seeking liquidation or reorganization of such Person under the Bankruptcy Law or any similar proceedings shall be commenced against such Person under any other applicable Federal or state
law and (a) the petition commencing the involuntary case is not timely controverted, (b) the petition commencing the involuntary case is not dismissed within 60 days of its filing, (c) an interim trustee is appointed to take possession of all or a
substantial portion of the property, and/or to operate all or any material part of the business of such Person and such appointment is not vacated within 60 days, or (d) an order for relief shall have been issued or entered therein; or a decree or
order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers, over such Person or all or a substantial part of its property shall have been entered;
or any other similar relief shall be granted against such Person under any applicable Federal or state law. 
  
 “Bankruptcy Law” means Title 11, United States Code, and any other state or federal insolvency, reorganization, moratorium or similar law
for the relief of debtors, or any successor statute. 
  
 “Base Rate” means, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Rate in effect on such day
plus 1/2 of 1%. If for any reason Administrative Agent shall have determined that it is unable to ascertain the Federal Funds Rate, the Base Rate shall be determined without regard to clause (b) hereof, until the circumstances giving rise to such
inability no longer exist. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively. 
  
 “Base Rate Loan” has the meaning given in Section 2.1.1.2(a)
of the Credit Agreement. 
  
 “Board” means the
Board of Governors of the Federal Reserve System of the United States (or any successor). 
  
 “Borrower” means Tampa Electric Company, a Florida corporation. 
  
 “Borrowing” means any borrowing by Borrower of Loans made pursuant to a Notice of Borrowing, as provided in Section 2.1.1.2 of the Credit
Agreement. 
  

 A-2 








 “Capital Adequacy Requirement” has the meaning given in Section 2.6.4 of the Credit
Agreement. 
  
 “Capitalization” means, as to
Borrower, the sum of Total Debt and Consolidated Shareholders Equity, in each case, as of the date of any determination thereof. 
  
 “Capitalized Lease Obligations” means, as to any Person, all rental obligations as lessee which, under GAAP, are or will be required to
be capitalized on the books of such Person, in each case taken at the amount thereof accounted for as indebtedness in accordance with GAAP. 
  
 “Change of Law” has the meaning given in Section 2.6.2 of the Credit Agreement. 
  
 “Closing Date” means the date when each of the conditions
precedent listed in Section 3.1 of the Credit Agreement has been satisfied (or waived in accordance with the terms of the Credit Agreement). 
  
 “Code” means the Internal Revenue Code of 1986, as amended. 
  
 “Commitment” means at any time with respect to each Lender, such Lender’s Proportionate Share of the
Total Commitment and, with respect to all Lenders, the Total Commitment. 
  
 “Common Stock” means, with respect to the Borrower, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of the Borrower’s common
stock, whether now outstanding or issued after the date of this Agreement, including without limitation, all series and classes of such common stock. 
  
 “Confirmation of Interest Period Selection” has the meaning given in Section 2.1.2.4(b) of the Credit Agreement. 
  
 “Consolidated Shareholders Equity” means, as of the date of
any determination, the consolidated tangible net worth of Borrower and its subsidiaries, and including amounts attributable to (a) junior subordinated debentures, provided that such junior subordinated debentures have subordination and
deferral features substantially similar to those in the TECO Subordinated Debentures; and (b) preferred stock to the extent excluded from Total Debt, minus the value of minority interests in any of Borrower’s subsidiaries, and disregarding
unearned compensation associated with Borrower’s employee stock ownership plan or other benefit plans, foreign currency translation adjustments and other comprehensive income adjustments, all determined in accordance with GAAP. 
  
 “Contingent Obligation” means, as to any Person, any
obligation of such Person guaranteeing any Indebtedness or lease obligation (each a “primary obligation”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any
obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds 
  

 A-3 








 (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 3-Year Revolving Facility Credit Agreement, dated as of October 22, 2004
among Borrower, Administrative Agent, and the financial institutions parties thereto, to which this Exhibit A is attached. 
  
 “Credit Facility Documents” means, collectively, the Credit Agreement, any Notes, the Fee Letter and any other letter agreements or
similar documents entered into by Administrative Agent (in its capacity as administrative agent under the Credit Agreement) and Borrower in connection with the transactions contemplated by the Credit Facility Documents mentioned above. 

 
 “Default Rate” means the interest rate per annum equal to
the Base Rate or the LIBOR Rate (as applicable) plus the Applicable Margin, plus two percent (2%). Interest computed with reference to the Default Rate shall be adjusted and calculated in the same manner as interest computed with reference to the
Base Rate or the LIBOR Rate (as applicable). 
  
 “Dollar” and “$” means United States dollars or such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts in the
United States of America. 
  
 “EBITDA” means, for
any period, the consolidated Net Income of Borrower and its subsidiaries for such period plus (a) without duplication and to the extent deducted in determining such consolidated Net Income, the sum of (i) Interest Expense for such period, (ii)
consolidated income tax expense for such period, and (iii) all amounts attributable to depreciation and amortization for such period and (iv) any extraordinary non-cash charges for such period, minus (b) without duplication and to the extent
included in determining such consolidated Net Income, any extraordinary gains for such period, all determined on a consolidated basis in accordance with GAAP. 
  

“EBITDA to Interest Ratio” shall mean, as of the last day of each calendar quarter, the ratio of (a) Borrower’s EBITDA for the
12-month period ending on such day to (b) Borrower’s Interest Expense for the 12-month period ending on such day. 
  
 “Equity Interests” means (a) shares of capital stock, partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests in a Person or (b) any warrants, options or other rights to acquire such shares or interests. 
  

 A-4 








 “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 the Recitals to the Credit Agreement. 
  
 “Facility Fees” has the meaning given in Section 2.3.2 of the Credit Agreement. 
  
 “Federal Funds Rate” means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the per annum rates on overnight federal funds transactions with member banks of the Federal Reserve System arranged by federal funds brokers, as published by the Federal Reserve
Bank of New York for such day (or, if such rate is not so published for any day, the average rate charged by Administrative Agent on such day on such transactions as determined by Administrative Agent). 
  
 “Federal Reserve Board” means the Board of Governors of the
Federal Reserve System. 
  
 “Fee Letter” means
that certain Fee Letter, dated as of September 23, 2004, among Administrative Agent, Borrower and Citigroup Global Markets Inc. 
  
 “FERC” means the Federal Energy Regulatory Commission and its successors. 
  
 “GAAP” means generally accepted accounting principles in the United States consistently applied.

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

 A-5 








 “Governmental Rule” means any law, rule, regulation, ordinance, order, code
interpretation, treaty, judgment, decree, directive, guidelines, policy or similar form of decision of any Governmental Authority. 
  
 “Granting Lender” has the meaning given in Section 7.13.2 of the Credit Agreement. 
  
 “Hedge Transactions” means transactions under any interest
swap agreements, caps, collars or other interest rate hedging mechanisms. 
  
 “Inchoate Default” means any occurrence, circumstance or event, or any combination thereof, which, with the lapse of time and/or the giving of notice, would constitute an Event of Default. 

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

  
 “Indemnitees” has the meaning given in
Section 5.12.1. 
  
 “Interest Expense” means, for
any period, the sum of Base Interest Expense (a) of Borrower and its subsidiaries and (b) accruing on any Indebtedness of any other Person to the extent such Indebtedness is guaranteed by Borrower or any of its subsidiaries, but excluding any
Interest Expense (i) on Non-Recourse Indebtedness; and (ii) on Indebtedness of a Person before the date (A) it becomes a subsidiary of Borrower, (B) it is merged or consolidated with Borrower or (C) a subsidiary of Borrower or its assets are
acquired by Borrower to the extent that income or loss of such Person is excluded under the definition of Net Income, each determined for such period on a consolidated basis in accordance with GAAP. For purposes of this definition, “Base
Interest Expense” means, with respect to any Person, for any period, total cash interest expense of such Person payable for such period with respect to all outstanding Indebtedness of such Person, including all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under hedging agreements to the extent such net costs are allocable to such period in accordance with GAAP. 
  

 A-6 








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

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

 A-7 








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

  
 “Loan” has the meaning given in Section
2.1.1.1 of the Credit Agreement. 
  
 “Majority
Lenders” means, at any time, Lenders holding in excess of 50% of the Proportionate Shares. 
  
 “Material Adverse Effect” means with respect to any Person, 
  
 (a) a material adverse change in the business, property, results of operations, or financial condition of such Person and
any Significant Subsidiary thereof, taken as a whole; or 
  
 (b)
any event or occurrence of whatever nature which materially and adversely: 
  
 (i) changes such Person’s ability to perform its obligations under the Credit Facility Documents to which it is a party, or 
  

(ii) impairs the legality, validity, binding effect or enforceability of the Credit Agreement or Notes. 
  
 “Maturity Date” means October 22, 2007. 
  
 “Minimum Notice Period” means (a) at least three Banking
Days before the date of any Borrowing, continuation or conversion of a Loan resulting in whole or in part in one or more LIBOR Loans and (b) before 11:00 a.m. on the Banking Day of any Borrowing or conversion of a Loan is requested resulting in
whole or in part in one or more Base Rate Loans. 
  
 “Moody’s” means Moody’s Investors Service, Inc. 
  
 “Multiemployer Plan” means any ERISA Plan that is a multiemployer plan (as defined in Section 3(37) of ERISA). 
  

“Net Income” means, for any period, the net income or loss of Borrower and its subsidiaries for such period determined on a
consolidated basis in accordance with GAAP (and before giving effect to any elimination of minority interests in non-wholly owned subsidiaries); provided that there shall be excluded the income or loss of any Person accrued before (a) the
date it becomes a subsidiary of Borrower, (b) the date it is merged into or consolidated with Borrower or any subsidiary of Borrower or (c) the date its assets are acquired by Borrower or any subsidiary of Borrower, other than amounts of income
accrued before such date which are actually paid as dividends after such date. 
  
 “Non-Advancing Lender” has the meaning given in Section 7.12 of the Credit Agreement. 
  

 A-8 








 “Non-Recourse Indebtedness” means Indebtedness which is not an obligation of, and is
otherwise without recourse to, the assets or revenues of Borrower or any subsidiary of Borrower. 
  
 “Note” has the meaning given in Section 2.1.5 of the Credit Agreement. 
  
 “Notice of Borrowing” has the meaning given in Section 2.1.1.2 of the Credit Agreement. 
  
 “Notice of Conversion of Loan Type” has the meaning given in
Section 2.1.3 of the Credit Agreement. 
  
 “Obligations” means all obligations of Borrower under the Credit Agreement and the other Credit Facility Documents. 
  
 “Other Taxes” has the meaning given in Section 2.4.4.1 of the Credit Agreement. 
  
 “Patriot Act” means the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law October 26, 2001. 
  

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA. 
  
 “Permit” means any action, approval, consent, waiver,
exemption, variance, franchise, order, permit, authorization, right or license of or from a Governmental Authority. 
  
 “Person” means any natural person, corporation, partnership, limited liability company, firm, association, Governmental Authority, trust,
trustee or any other entity whether acting in an individual, fiduciary or other capacity. 
  
 “Prime Rate” means the rate of interest per annum publicly announced from time to time by Administrative Agent as its prime rate in effect at its principal office in New York City (the Prime Rate not
being intended to be the lowest rate of interest charged by Administrative Agent in connection with extensions of credit to debtors). 
  
 “Prohibited Transaction” means any transaction set forth in Section 406 of ERISA or Section 4975 of the Code which is not exempt under
Section 408 of ERISA or Section 4975(d) of the Code. 
  
 “Proportionate Share” means, with respect to each Lender at any time, the percentage participation of such Lender in the Total Commitment as set forth on Schedule 1 to the Credit Agreement.  
  
 Upon any transfer by a Lender of all or part of its Commitment, the
Administrative Agent may revise Schedule 1 to reflect the Lenders’ Proportionate Shares after giving effect to such transfer. 
  

 A-9 








 “PUHCA” means the Public Utility Holding Company Act of 1935, as amended. 
  
 “Regulatory Change” means any change after the date of the
Credit Agreement in federal, state, local or foreign laws, regulations, Legal Requirements or requirements under applicable permits, or the adoption or making after such date of any interpretations, directives or requests of or under any federal,
state, local or foreign laws, regulations, Legal Requirements or requirements under applicable permits (whether or not having the force of law) by any Governmental Authority charged with the interpretation or administration thereof. 
  
 “Regulation D” means Regulation D of the Board of Governors
of the Federal Reserve System (or any successor). 
  
 “Regulation T” means Regulation T of the Board as in effect from time to time (and any successor to all or a portion thereof). 
  
 “Regulation U” means Regulation U of the Board as in effect from time to time (and any successor to all or a portion thereof).

  
 “Regulation X” means Regulation X of the
Board as in effect from time to time (and any successor to all or a portion thereof). 
  
 “Required Lenders” means (i) at any time, except in connection with the election or enforcement of remedies, Lenders having Proportionate Shares which in the aggregate exceed 66.7% and (ii) with
respect to the election or enforcement of remedies under Section 6.2, Lenders holding Loans which in the aggregate exceed 66.7% of all outstanding Loans (without including any unfunded Commitments). 
  
 “Reserve Requirement” means, for LIBOR Loans, the maximum
rate (expressed as a percentage) at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during the Interest Period therefor under Regulation D by member banks of the Federal Reserve System in New
York City with deposits exceeding $1,000,000,000 against “Eurocurrency liabilities” (as such term is used in Regulation D). Without limiting the effect of the foregoing, the Reserve Requirement shall reflect any other reserves required to
be maintained by such member banks by reason of any Regulatory Change against (i) any category of liabilities which includes deposits by reference to which the LIBOR Rate or LIBOR Loans is to be determined, (ii) any category of liabilities or
extensions of credit or other assets which include LIBOR Loans or (iii) any category of liabilities or extensions of credit which are considered irrevocable commitments to lend. 
  
 “Responsible Officer” means, as to any Person, its president, chief executive officer, any vice president,
treasurer, or secretary or any managing general partner or manager or managing member of a limited liability company (or any of the preceding with regard to such managing general partner, manager or managing member). 
  
 “S&P” means Standard & Poor’s Corporation.

  

 A-10 








 “Significant Subsidiary” means any subsidiary of Borrower formed or acquired after the
Closing Date the total assets (after intercompany eliminations) of which exceed 10% of the total assets of Borrower and its subsidiaries (taken as a whole). 
  
 “Solvent” means, when used with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable
value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and
state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such person on its
debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, (d) such Person will be able to pay its debts as they mature, and (e) such
Person is not insolvent within the meaning of any applicable Legal Requirements. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not
such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives
rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured. 
  
 “SPC” has the meaning given in Section 7.13.2 of the Credit Agreement. 
  
 “Subject Claims” has the meaning given in Section 5.12.1.

  
 “Taxes” has the meaning given in Section
2.4.4.1 of the Credit Agreement. 
  
 “TECO” means
TECO Energy, Inc., a Florida corporation. 
  
 “TECO Credit
Agreement” means the Credit Agreement, dated as of November 14, 2001 among TECO, Citibank, N.A., as administrative agent, and the financial institutions parties thereto. 
  
 “TECO Credit Facility Administrative Agent” means Citibank, N.A., acting in its capacity as administrative
agent for the TECO Credit Facility Lenders under the TECO Credit Agreement, or its successor appointed pursuant to the terms of the TECO Credit Agreement. 
  
 “TECO Credit Facility Lenders” has the meaning given the term “Lenders” in Exhibit A to the TECO Credit Agreement. 

 
 “TECO Subordinated Debentures” means the 8.50% Junior
Subordinate Notes due 2041, issued by TECO on December 20, 2000, in the original principal amount of $206,200,000. 
  
 “Telerate Screen” means the display designated as Page 3750 on the Reuters Monitor Money Rates Service (or such page as may replace such
page for the purpose of displaying London Interbank offered rates of major banks, or, if discontinued, any replacement service designated by Administrative Agent). 
  

 A-11 








 “364-Day Revolving Facility Credit Agreement” means the 364-Day Revolving
Facility Credit Agreement, dated as of November 7, 2003, among the Borrower, the Administrative Agent and the Lenders (as defined therein) party thereto. 
  
 “Total Commitment” has the meaning given in Section 2.2.1 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. 
  
 “Type” means the type of Loan, whether a Base Rate Loan or LIBOR Loan. 
  
 “Up-Front Fee” has the meaning given in Section 2.3.1 of the Credit Agreement. 
  

 A-12 








 RULES OF INTERPRETATION 
  
 1. The singular includes the plural and the plural includes the singular. 
  
 2. “or” is not exclusive. 
  
 3. A reference to a Governmental Rule or Legal Requirement includes any
amendment or modification to such Governmental Rule or Legal Requirement, and all regulations, rulings and other Governmental Rules or Legal Requirement promulgated under such Governmental Rule. 
  
 4. A reference to a Person includes its permitted successors and permitted
assigns. 
  
 5. Accounting terms have the meanings assigned to
them by GAAP, as applied by the accounting entity to which they refer. 
  
 6. The words “include,” “includes” and “including” are not limiting. 
  
 7. A reference in a document to an Article, Section, Exhibit, Schedule, Annex, Appendix or Attachment is to the Article, Section, Exhibit, Schedule,
Annex, Appendix or Attachment of such document unless otherwise indicated. Exhibits, Schedules, Annexes, Appendices or Attachments to any document shall be deemed incorporated by reference in such document. 
  
 8. References to any document, instrument or agreement (a) shall include all
exhibits, schedules and other attachments thereto, (b) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (c) shall mean such document, instrument or agreement, or replacement or predecessor
thereto, as amended, modified and supplemented from time to time and in effect at any given time. 
  
 9. The words “hereof,” “herein” and “hereunder” and words of similar import when used in any document shall refer to such
document as a whole and not to any particular provision of such document. 
  
 10. References to “days” shall mean calendar days, unless the term “Banking Days” shall be used. References to a time of day shall mean such time in New York, New York, unless otherwise specified.

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

 A-13 








 EXECUTION COPY 
  
 EXHIBIT B 
  
 FORM OF NOTE 







 EXHIBIT B 
 to 3-Year Revolving Facility Credit Agreement 
  
 FORM OF NOTE 
  

			
	$                     	  	New York, New York
	Note No.                 	  	                    ,
200    

  
 For value received,
the undersigned TAMPA ELECTRIC COMPANY, a Florida corporation (“Borrower”), promises to pay to
                                 (“Lender”), or order, at the
office of              located at
                                , Attn:
                            , in lawful money of the United States of America and in immediately
available funds, the principal amount of                          DOLLARS
($                    ), or if less, the aggregate unpaid and outstanding principal amount of Loans advanced by Lender to Borrower pursuant to
that certain 3-Year Revolving Facility Credit Agreement, dated as of October 22, 2004 (as amended, amended and restated or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, the financial
institutions named therein (the “Lenders”) and Citibank, N.A., as Administrative Agent for the Lenders (“Administrative Agent”), and all other amounts owed by Borrower to Lender hereunder. 
  
 This is one of the Notes referred to in the Credit Agreement and is entitled
to the benefits thereof and is subject to all terms, provisions and conditions thereof. Capitalized terms used and not defined herein shall have the meanings set forth in the Credit Agreement. 
  
 The principal amount hereof is payable in accordance with the Credit
Agreement, and such principal amount may be prepaid solely in accordance with the Credit Agreement, including, without limitation, any prepayment fees and premiums provided for therein. 
  
 Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest
from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the
times set forth in the Credit Agreement and Borrower agrees to pay other fees and costs as stated in the Credit Agreement. 
  
 If any payment on this Note becomes due and payable on a date which is not a Banking Day, such payment shall be made on the first succeeding, or next
preceding, Banking Day, in accordance with the terms of the Credit Agreement. 
  
 All Loans made by Lender pursuant to the Credit Agreement and other Credit Facility Documents, and all payments and prepayments made on account of the principal balance hereof shall be recorded by Lender on the grid
attached hereto, provided that failure to make such a notation shall not affect or diminish Borrower’s obligation to repay all amounts due on this Note as and when due. 







 Upon the occurrence and during the continuation of any one or more Events of Default, all amounts then
remaining unpaid on this Note may become or be declared to be immediately due and payable as provided in the Credit Agreement and other Credit Facility Documents, without notice of default, presentment or demand for payment, protest or notice of
nonpayment or dishonor, or notices or demands of any kind, all of which are expressly waived by Borrower. 
  
 Borrower agrees to pay costs and expenses, including without limitation attorneys’ fees, as set forth in Section 8.4 of the Credit Agreement.

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








			
	TAMPA ELECTRIC COMPANY
		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 










							
	 Date

	 	 Advance

	 	 Prepayment or
 Repayment

	 	 Outstanding
 Balance


	
	 
	
	 
	
	 
	
	 
	
	 
	
	 
	
	 
	
	 
	
	 
	
	 









							
	
	 
	
	 
	
	 
	
	 
	
	 
	
	 
	
	 
	
	 
	
	 








 EXHIBIT C-1 
  
 FORM OF NOTICE OF BORROWING 







 EXHIBIT C-1 
 to 3-Year Revolving Facility Credit Agreement 
  
 FORM OF NOTICE OF BORROWING 
 (Delivered pursuant to Section 2.1.1.2 
 of the Tampa Electric Company 3-Year Revolving Facility Credit Agreement) 
  
 [                    ],
200[            ] 
  
 Citibank, N.A., 
     as
Administrative Agent for the Lenders 
 2 Penns Way, Suite 200 
 New Castle, Delaware 19720 
 Attention: Jacqueline Caine 
 Tel: (302) 894-6079 
 Fax: (302) 894-6120

  

	Re:	Tampa Electric Company 3-Year Revolving Facility Credit Agreement: Notice of Borrowing 

  
 This Notice of Borrowing is delivered to you pursuant to Section 2.1.1.2 of the 3-Year Revolving Facility Credit Agreement
dated as of October 22, 2004 (as amended, modified or supplemented from time to time, the “Credit Agreement”), among Tampa Electric Company, a Florida corporation (“Borrower”), the financial institutions named
therein (the “Lenders”) and Citibank, N.A., as administrative agent for the Lenders (“Administrative Agent”). All capitalized terms used herein shall have the respective meanings specified in Exhibit A to the Credit
Agreement unless otherwise defined herein or unless the context requires otherwise. 
  
 This Notice of Borrowing constitutes a request for a Borrowing as set out below: 
  

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

  

	 	2.	The total amount of the requested Loan is $                     


  

	 	3.	Borrowers request the following funding options: 

  

	 	a.	Base Rate Loan amount: $                      

  

	 	b.	LIBOR Loan amount: $                      









			
	 Amount Requested
	  	Initial Interest Period
		
	 $
                    
	  	                     months
		
	 $
                    
	  	                     months
		
	 $
                    
	  	                     months

  

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

  

	 	    	[Insert wiring instructions]] 

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








			
	TAMPAELECTRIC COMPANY
		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 


  







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







 EXHIBIT C-2 
 to 3-Year Revolving Facility Credit Agreement 
  
 FORM OF NOTICE OF CONVERSION OF LOAN TYPE 
 (Delivered pursuant to Section 2.1.3 
 of the Tampa Electric Company 3-Year Revolving Facility Credit Agreement) 
  
 [Date] 
  
 Citibank, N.A., 
     as Administrative Agent for the
Banks 
 2 Penns Way, Suite 200 
 New Castle, Delaware 19720

 Attention: Jacqueline Caine 
 Tel: (302) 894-6079 

Fax: (302) 894-6120 
  

	Re:	Tampa Electric Company 3-Year Revolving Facility Credit Agreement: Notice of Conversion of Loan Type 

  
 Reference is hereby made to that certain 3-Year Revolving Facility Credit Agreement dated as
of October 22, 2004 (as amended, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Tampa Electric Company, a Florida corporation (“Borrower”), the financial institutions
named therein (the “Lenders”) and Citibank, N.A., as Administrative Agent for the Lenders (“Administrative Agent”). All capitalized terms used herein shall have the respective meanings specified in Exhibit A to the
Credit Agreement unless otherwise defined herein or unless the context requires otherwise. 
  
 Pursuant to Section 2.1.3 of the Credit Agreement, Borrower hereby requests conversion of the following Loans as set forth below [include only those which are applicable]: 
  

	 	1.	Conversion of Base Rate Loans to LIBOR Loans: 

  

	 	    	Base Rate Loans in the following amount:       $
                     


	 	    	to be converted to LIBOR Loans 


	 	    	as follows: 

  

	 	    	LIBOR Loan to expire                     ,
            : $                      

  

	 	    	LIBOR Loan to expire                     ,
            : $                      









	 	2.	Conversion of LIBOR Loans to Base Rate Loans: 

  

	 	    	LIBOR Loans in the following amount:     $
                     


	 	    	to be converted to Base Rate Loans. 

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







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

			
	 TAMPA ELECTRIC COMPANY

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 


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

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

	 	 
	Name:	 	 	 	 
	Title:	 	 	 	 

  







 EXECUTION COPY 
  
 EXHIBIT C-3 
 FORM OF CONFIRMATION OF INTEREST PERIOD SELECTION 







 EXHIBIT C-3 
 to 3-Year Revolving Facility Credit Agreement 
  
 FORM OF CONFIRMATION OF INTEREST PERIOD SELECTION 
 (Delivered pursuant to Section 2.1.2.4(b) of the

 Tampa Electric Company 3-Year Revolving Facility Credit Agreement) 
  
 [Date] 
  
 Citibank, N.A., 
     as
Administrative Agent for the Banks 
 2 Penns Way, Suite 200 
 New Castle, Delaware 19720 
 Attention: Jacqueline Caine 
 Tel: (302) 894-6079 
 Fax: (302) 894-6120

  

	Re:	Tampa Electric Company 3-Year Revolving Facility Credit Agreement: Confirmation of Interest Period Selection 

  
 This Confirmation of Interest Period Selection is delivered to you pursuant
to Section 2.1.2.4(b) of the 3-Year Revolving Facility Credit Agreement dated as of October 22, 2004 (“Credit Agreement”), among Tampa Electric Company, a Florida corporation (“Borrower”), the financial institutions
named therein (the “Lenders”) and Citibank, N.A., as Administrative Agent for the Lenders (“Administrative Agent”). All capitalized terms used herein shall have the respective meanings specified in Exhibit A to the
Credit Agreement unless otherwise defined herein or unless the context requires otherwise. 
  
 This Confirmation of Interest Period Selection relates to $                      of the LIBOR Loans with an
Interest Period ending on                     . This Confirmation of Interest Period Selection constitutes a confirmation that effective
                     (which shall be the last day of an Interest Period): 
  
 The requested Interest Period for
                     of such LIBOR Loans shall be      months. 
  

 2 








 This notice shall be effective only if delivered to Administrative Agent as a Confirmation of Interest
Period Selection made pursuant to Section 2.1.2.4(b) of the Credit Agreement. 
  
 The undersigned confirms and certifies to each Lender that as of the date of this Confirmation of Interest Period Selection, no Event of Default or Inchoate Default exists under the Credit Agreement. 
  
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
  

 3 









			
	 TAMPA ELECTR IC COMPANY

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 


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

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

	 	 
	Name:	 	 	 	 
	Title:	 	 	 	 








 EXHIBIT D 
 FORM OF BORROWER’S CLOSING CERTIFICATE 







 EXHIBIT D 
 to 3-Year Revolving Facility Credit Agreement 
  
 BORROWER’S CLOSING CERTIFICATE 
  
 Pursuant to Section 3.1.9 of the 3-Year Revolving Facility Credit Agreement (as defined below), the undersigned hereby certifies on this [    ]th day of
[                    ]2004 to CITIBANK, N.A., as administrative agent (“Administrative Agent”) for the Lenders under that
certain 3-Year Revolving Facility Credit Agreement, dated as of October 22, 2004 (as amended, modified or supplemented from time to time, the “Credit Agreement”) among Tampa Electric Company, Inc., a Florida corporation
(“Borrower”), the financial institutions named therein (the “Lenders”) and Administrative Agent, that: 
  
 1. Borrower is not or, but for the passage of time or the giving of notice or both will be, in breach of any material obligation thereunder which is
reasonably expected to have a Material Adverse Effect on Borrower. 
  
 2. Each representation and warranty made in Article IV of the Credit Agreement is true and correct as of the Closing Date (unless such representation or warranty expressly relates to another time). 
  
 3. There exists no Event of Default or Inchoate Default as of the Closing
Date. 
  
 4. The conditions precedent set forth in Section 3.1 of
the Credit Agreement have been satisfied or have been waived in writing by Administrative Agent with, as applicable, the consent of the Lenders. 
  
 All capitalized terms used herein which are defined in the Credit Agreement shall have the meaning given to them in Exhibit A to the Credit Agreement. 
  
 [SIGNATURE PAGES FOLLOW] 







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

			
	 TAMPA ELECTRIC COMPANY

		
	 By:
	 	  


	 Name:
	 	 
	 Title: