3-YEAR REVOLVING FACILITY CREDIT AGREEMENT

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Title: 3-YEAR REVOLVING FACILITY CREDIT AGREEMENT
Governing Law: New York Date: 10/22/2004

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