AMENDMENT NO. 1

Exhibit 10.2

Execution Version

AMENDMENT XX. 0

XXXXXXXXX XX. 0 dated as of August 1, 2014 to the Credit Agreement referred to below, among TECO Finance, Inc., a Florida corporation (the “Borrower”), TECO Energy, Inc., a Florida corporation (the “Company,” and, together with the Borrower, the “Obligors”), each of the Lenders identified under the caption “LENDERS” on the signature pages hereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

The Obligors, the Lenders party thereto (individually, a “Lender” and, collectively, the “Lenders”) and the Administrative Agent are parties to a Fourth Amended and Restated Credit Agreement dated as of December 17, 2013 (as amended, the “Credit Agreement”).  The Obligors and the Required Lenders wish to amend the Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:

Section 1.  Definitions.  Capitalized terms used in this Amendment No. 1 and not otherwise defined are used herein as defined in the Credit Agreement.

Section 2.  Amendments.  Subject to the satisfaction of the conditions precedent specified in Section 4 hereof, but effective as of the date hereof, the Credit Agreement shall be amended as follows:

2.01.  References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

2.02.  Section 1.1 of the Credit Agreement is hereby amended by deleting the word “tangible” in the second line of the definition of “Consolidated Shareholders Equity”.

Section 3.  Representations and Warranties.  Each Obligor (as to itself and its Subsidiaries) represents and warrants to the Lenders that (a) its representations and warranties set forth in Article IV of the Credit Agreement are true and complete on the date hereof as if made on and as of the date hereof and as if each reference in said Article IV to “this Agreement” included reference to this Amendment No. 1 (unless such representation and warranty relates solely to another time, in which event such representation or warranty is true and correct as of such other time) and (b) no Event of Default or Inchoate Default shall have occurred and be continuing.

Section 4.  Conditions Precedent to Effectiveness.  The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon receipt by the Administrative Agent of one or more counterparts of this Amendment No. 1 executed by the Obligors and the Required Lenders.

Section 5.  Confirmation of Guarantee.  The Company hereby confirms and ratifies all of its obligations under the Credit Facility Documents to which it is a party, including its obligations as a guarantor under Article IX of the Credit Agreement as amended hereby.

Section 6.  Miscellaneous.  Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect.  This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart.  This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.

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Section 7.  Credit Facility Document.  The execution, delivery and effectiveness of this Amendment No. 1 shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Credit Facility Documents, nor constitute a waiver of any provision of any of the Credit Facility Documents. On and after the effectiveness of this Amendment No. 1, this Amendment No. 1 shall for all purposes constitute a Credit Facility Document.

[Signature pages follow]

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

TECO FINANCE, INC.

By: /s/ Xxx X. Xxxxxx

Name: Xxx X. Xxxxxx

Title:  Treasurer

TECO ENERGY, INC.

By: /s/ Xxx X. Xxxxxx

Name: Xxx X. Xxxxxx

Title:  Treasurer

Signature page for Amendment No. 1

LENDERS

JPMORGAN CHASE BANK, N.A.

By:  /s/ Xxxxx Xxxxxxxxxxx

Name: Xxxxx Xxxxxxxxxxx

Title:  Vice President

Signature page for Amendment No. 1 (continued)

CITIBANK, N.A.

By:  /s/ Xxxxxxx X. Xxxxxxx

Name: Xxxxxxx X. Xxxxxxx

Title:   Vice President

Signature page for Amendment No. 1 (continued)

XXXXXX XXXXXXX BANK, N.A.

By:  /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title:  Authorized Signatory

Signature page for Amendment No. 1 (continued)

ROYAL BANK OF CANADA

By:  /s/ Xxxxx X. Xxxx

Name: Xxxxx X. Xxxx

Title:   Authorized Signatory

Signature page for Amendment No. 1 (continued)

SUNTRUST BANK

By:  /s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title:   Director

Signature page for Amendment No. 1 (continued)

THE BANK OF NEW YORK MELLON

By:  /s/ Xxxxxxx X. Xxxxxxxxx, Xx.  

Name: Xxxxxxx X. Xxxxxxxxx, Xx.

Title:   Vice President

Signature page for Amendment No. 1 (continued)

MUFG UNION BANK, N.A.

By:  /s/ Xxxx Guilds

Name: Xxxx Guilds

Title:   Director

Signature page for Amendment No. 1 (continued)

XXXXX FARGO BANK, NATIONAL ASSOCIATION

By:  /s/ Xxxx Xxxxxxxxxx

Name: Xxxx Xxxxxxxxxx

Title:   Vice President

Signature page for Amendment No. 1 (continued)

FIFTH THIRD BANK, AN OHIO BANKING CORPORATION

By:  /s/ Xxxx X. Xxxxxx

Name: Xxxx X. Xxxxxx

Title:   Vice President

Signature page for Amendment Xx. 0 (xxxxxxxxx)

XXX XXXX XX XXXX XXXXXX

By:  /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title:    Managing Director

Signature page for Amendment No. 1 (continued)

THE NORTHERN TRUST COMPANY

By:  /s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title:   Senior Vice President

Signature page for Amendment No. 1 (continued)