Master Lenders Amendment and Consent dated as of December 19, 2019 to the Fifth Amended and Restated Credit Agreement dated as of March 22, 2017, among Tampa Electric Company, as Borrower, with Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders and LC Issuing Banks party thereto

EX-10.12 3 ck0000096271-ex1012_172.htm EX-10.12 ck0000096271-ex1012_172.htm

Exhibit 10.12

Execution Version

MASTER LENDERS’ AMENDMENT AND CONSENT

December 19, 2019

Wells Fargo Bank, National Association, as

Administrative Agent for the Lenders

party to the Credit Agreement referred to

below

1525 West W.T. Harris Blvd.

Charlotte, NC 28262

Attention: Syndication Agency Services

Ladies and Gentlemen:

We refer to the Fifth Amended and Restated Credit Agreement dated as of March 22, 2017 (as amended, modified or supplemented from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) among Tampa Electric Company, a Florida corporation (the “Borrower”), the Lenders party thereto, the LC Issuing Banks party thereto, the Swingline Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent for said Lenders. You have advised us that the Borrower has requested in a letter dated December 2, 2019 (the “Increase Request”) from the Borrower to the Administrative Agent that the aggregate amount of the Total Commitments be increased from $325,000,000 to $400,000,000.

Pursuant to Section 2.3.3.1 of the Credit Agreement, each of the Increasing Lenders listed under the heading “Increasing Lenders” on the signature pages hereof hereby notifies you of its agreement to increase its Commitment to an aggregate Commitment for such Increasing Lender by and to the amounts set forth opposite the name of such Increasing Lender listed in Schedule I hereto, such increase to be effective as of the Commitment Increase Date (as defined in the Increase Request).

For the avoidance of doubt, the available amount of Commitment Increases after giving effect to this Commitment Increase is $100,000,000.

Pursuant to Section 7.9 of the Credit Agreement, the Administrative Agent, the Borrower and the Lenders party hereto agree that the definition of “Banking Day” is hereby amended and restated in its entirety to read as follows:

“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 or Ontario, Canada 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.

In addition, (i) the Lender listed under the heading “Exiting Lender” on the signature pages hereof (the “Exiting Lender”) hereby acknowledges and agrees and confirms that, effective as of the date hereof, the Exiting Lender shall cease to have any “Commitment” and to be a “Lender” under (and as defined in) the Existing Credit Agreement and (ii) the Lender listed under the heading “Replacement Lender” on the signature pages hereof (the “Replacement Lender”) hereby acknowledges and agrees and confirms that, effective as of the date hereof, it shall replace the Exiting Lender as a “Lender” for all purposes of the Credit Agreement and an “Increasing Lender” for purposes of this consent and shall be deemed to have replaced the Exiting Lender in all respects. To effect the foregoing, the transfers of funds shall be netted between the Existing Lender and the Replacement Lender, and the Borrower shall not be responsible for making any payments to the Exiting Lender, the Replacement Lender or any other Lender in connection with such replacement.

Except as provided herein, the Credit Agreement and each Credit Facility Document shall remain unchanged and in full force and effect.

Very truly yours,


INCREASING LENDERS

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Increasing Lender


By:	/s/ Gregory R. Gredvig
Name:	Gregory R. Gredvig
Title:	Director