0001564590-14-004772 Sample Contracts

NOTE PURCHASE AGREEMENT
Guaranty Agreement • October 31st, 2014 • Tampa Electric Co • Electric services • New York

NEW MEXICO GAS INTERMEDIATE, INC., a Delaware corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

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AMENDMENT NO. 2
Tampa Electric Co • October 31st, 2014 • Electric services

AMENDMENT NO. 2 dated as of September 30, 2014 to the Credit Agreement referred to below, among TAMPA ELECTRIC COMPANY, a Florida corporation (the “Borrower”), each of the Lenders identified under the caption “LENDERS” on the signature pages hereto and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

AMENDMENT NO. 1
Tampa Electric Co • October 31st, 2014 • Electric services

AMENDMENT NO. 1 dated as of July 31, 2014 to the Senior Unsecured Bridge Credit Agreement referred to below, among TECO Finance, Inc., a Florida corporation, as Holdco Borrower (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 MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • October 31st, 2014 • Tampa Electric Co • Electric services • New York

NEW MEXICO GAS COMPANY, INC., a Delaware corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

AMENDMENT NO. 2
Tampa Electric Co • October 31st, 2014 • Electric services

AMENDMENT NO. 2 dated as of September 30, 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”).

AMENDMENT No. 1 TO NOTE PURCHASE AGREEMENT
Guaranty Agreement • October 31st, 2014 • Tampa Electric Co • Electric services • New York

This AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “Agreement”), is entered into as of July 16, 2014, by and between NEW MEXICO GAS COMPANY, INC., a Delaware corporation (together with its successors and assigns, the “Company”), and each of the Persons holding one or more Notes (as defined below) on the date hereof (collectively, the “Noteholders”) signatory hereto. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Existing Note Purchase Agreement.

JOINDER AND RELEASE AGREEMENT
Joinder and Release Agreement • October 31st, 2014 • Tampa Electric Co • Electric services • New York

This Joinder and Release Agreement is made and delivered pursuant to Section 2.12 of that certain Credit Agreement, dated as of December 17, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among TECO ENERGY, INC. (the “Company”), the Lenders from time to time party thereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, and reference is made thereto for full particulars of the matters described therein. All capitalized terms used in this Joinder and Release Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

AMENDMENT NO. 1
Tampa Electric Co • October 31st, 2014 • Electric services

AMENDMENT NO. 1 dated as of August 1, 2014 to the Credit Agreement referred to below, among TECO ENERGY, INC., a Florida corporation until the satisfaction of the conditions precedent set forth in Section 3.2 of the Credit Agreement at which point the borrower will become NEW MEXICO GAS COMPANY, INC., a Delaware corporation (the “Borrower”), 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”).

AMENDMENT NO. 1
Tampa Electric Co • October 31st, 2014 • Electric services

AMENDMENT NO. 1 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”).

AMENDMENT No. 2 TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • October 31st, 2014 • Tampa Electric Co • Electric services • New York

This AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (this “Agreement”), is entered into as of July 16, 2014, by and between NEW MEXICO GAS COMPANY, INC., a Delaware corporation (together with its successors and assigns, the “Company”), and each of the Persons holding one or more Notes (as defined below) on the date hereof (collectively, the “Noteholders”) signatory hereto. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Existing Note Purchase Agreement.

AMENDMENT NO. 1
Tampa Electric Co • October 31st, 2014 • Electric services

AMENDMENT NO. 1 dated as of August 1, 2014 to the Credit Agreement referred to below, among TAMPA ELECTRIC COMPANY, a Florida corporation (the “Borrower”), each of the Lenders identified under the caption “LENDERS” on the signature pages hereto and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

TECO DIVERSIFIED, INC. RETENTION AND CONFIDENTIALITY AGREEMENT AND GENERAL RELEASE
Retention and Confidentiality Agreement • October 31st, 2014 • Tampa Electric Co • Electric services • Kentucky

THIS RETENTION AND CONFIDENTIALITY AGREEMENT AND GENERAL RELEASE (the "Agreement") is made and entered into this 14 day of August, 2014 by and between TECO DIVERSIFIED, INC. (the "Company"), and CLARK TAYLOR (the "Employee").

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