Amendments

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 5.3.4 of the Credit Agreement... is hereby amended in its entirety to read as follows: "5.3.4 Except for the Pledge Agreement, Borrower shall not, and shall not permit any of its Subsidiaries to, 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 Interests (any such transaction, an "Equity Disposition") in LC Obligor, Pledgor, any TECO Transport Entity, any TECO Coal Entity or any Significant Subsidiary; provided that (i) Borrower or any of its Subsidiaries may engage in limited recourse project financing transactions as provided in Section 5.3.3; (ii) Tampa Electric may issue preferred stock; and (iii) Borrower or its Subsidiaries may make an Equity Disposition of Equity Interests in a Subsidiary of TECO Coal or in a Subsidiary of TECO Transport (A) for an amount not less than the fair value thereof, comprised of (I) cash and/or (II) non-cash consideration not in excess of 25% of the total proceeds of such Equity Disposition or (B) as long as such Equity Disposition does not constitute the disposition, directly or indirectly, of any substantial part of the property, business or assets of the TECO Coal Entities taken as a whole or of the TECO Transport Entities taken as a whole; provided that any such Equity Disposition of Equity Interests in any Subsidiary of TECO Transport, or any subsequent disposition or use of the proceeds of such Equity Disposition, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect." 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 and Pledge Agreement. The Borrower 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. By its execution on its signature line provided below, TECO Diversified, Inc., as the Pledgor, hereby confirms and ratifies all of its obligations under the Pledge Agreement and the liens granted by it under the Pledge Agreement, represents and warrants that the representations and warranties set forth in Section 4 of Pledge Agreement are true and complete on the date hereof as if made on and as of the date hereof (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 confirms that all references in the Pledge Agreement to the "Credit Agreement" (or words of similar import) refer to the Credit Agreement as amended hereby without impairing any such obligations or liens in any respect. 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. View More

Amendments. To Merger Agreement. The Merger Agreement is hereby amended as follows: 2.1 Article 5 of the Merger Agreement is hereby amended to add a new Section 5.19 thereto: "Section 5.19. Management Equity Incentive Plan. Parent shall seek, and use its commercially reasonable efforts to obtain, the approval of Parent's stockholders, at the next regularly scheduled annual meeting of stockholders of Parent, to adopt the Management Equity Incentive Plan." 2.2 Section 6.2(k) of the Merger Agreement is hereby... amended and restated in its entirety to read as follows: The Parent Board (or the compensation committee thereof) shall have approved and adopted the Management Equity Incentive Plan; provided, that such approval shall be conditioned upon and subject to stockholder approval of the Management Equity Incentive Plan. View More

Amendments. As of the Amendment Effective Date: (a) The definition of "Applicable Margin" in Section 1.01 of the Credit Agreement is deleted in its entirety and replaced with the following: "'Applicable Margin' means: (a) with respect to any ABR Loan, 2.50% per annum; and (b) with respect to any Eurodollar Loan, 3.50% per annum. The Applicable Margin for the Incremental Loans of any Series shall be determined at the time such Series of Loans is established pursuant to Section 2.01(c); and (a) if the... Applicable Margin for Incremental Facility Term Loans of any Series would otherwise be more than 25 basis points higher than the Applicable Margin for Term Loans, then the Applicable Margin for Term Loans shall be automatically increased to a rate per annum equal to 25 basis points less than the Applicable Margin for such Series of Incremental Facility Term Loans from and after the earlier of the initial date of borrowing of such Incremental Facility Term Loans or the date that the related Incremental Facility Term Loan Commitments are established and (b) if the Applicable Margin for Incremental Revolving Credit Loans of any Series would otherwise be more than 25 basis points higher than the Applicable Margin for Revolving Credit Loans, then the Applicable Margin for Revolving Credit Loans shall be automatically increased to a rate per annum equal to 25 basis points less than the Applicable Margin for such Series of Incremental Facility Revolving Credit Loans from and after the date that the related Incremental Facility Revolving Credit Commitments are established. (b) The second paragraph of Section 7.03 of the Credit Agreement is amended by deleting "and" at the end of clause (k) thereof, replacing the period at the end of clause (l) thereof with "and" and adding a new clause (m) at the end thereof reading as follows: "(m) The property referred to as Item 124 of Schedule VIII (the property located at 1200 Stevens Avenue in Effingham, IL) may be disposed of (i) in accordance with the Real Property Purchase Agreement, dated December 21, 2007, between the Borrower and Harlan Bakeries, Inc. or (ii) in any other transaction for fair market value; provided that, notwithstanding anything to the contrary in Section 2.10(c)(iv), 100% of the Net Available Proceeds therefrom shall be applied within five Business Days after such disposition to prepay Term Loans and Incremental Facility Loans in accordance with Section 2.10(c)(vi). View More

Amendments. Section 6.6 of the Loan Agreement is hereby amended and restated as follows: "6.6 Operating Accounts. (a)Maintain all of Borrower's and its Subsidiaries' Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent; provided, that Borrower shall also be permitted to maintain (i) a securities account with Jefferies LLC (pursuant to a custodian account maintained with Pershing LLC) (the "Specified Securities Account") solely for... the purpose of selling the common stock of Vaxcyte, Inc. owned by Borrower, so long as the net cash proceeds arising from the Stock Sale are transferred to a Deposit Account that is governed by a Control Agreement within three (3) Business Days of the settlement of each such sale, (ii) a deposit account with US Bank, N.A. that is governed by a Control Agreement perfecting Collateral Agent's Lien in such Collateral Account on or prior to April 13, 2023 and as long as Borrower maintains such Collateral Account and (iii) an aggregate of two (2) additional deposit and/or securities accounts at other financial institutions domiciled in the United States, each of which account is governed by a Control Agreement perfecting Collateral Agent's Lien in such Collateral Account within fifteen (15) Business Days of Borrower receiving notice that such Collateral Account has been opened and is available for use and as long as Borrower maintains such Collateral Account. (b)Borrower shall provide Collateral Agent five (5) days' prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account (other than the Specified Securities Account) at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent's Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without prior written consent of Collateral Agent; provided, that, with respect to the Collateral Accounts specifically referenced in clauses (ii) and (iii) of Section 6.6(a), Borrower shall have the time frames set forth in clauses (ii) and (iii) of Section 6.6(a), respectively, to execute and deliver the applicable Control Agreements over the accounts referenced in those clauses. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower's, or any of its Subsidiaries', employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates as may be updated after the Effective Date subject to the review and approval of Collateral Agent or (ii) the Specified Securities Account. (c)Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b)." View More

Amendments. To the Credit Agreement. The Credit Agreement is hereby amended as follows: (a) Amendment to Article 1 of the Credit Agreement (Defined Terms). Article 1 of the Credit Agreement is amended by adding or amending in their entirety, as the case may be, the following defined terms: 1.5 Aggregate LC Commitment: shall be $15,000,000.00, unless the same shall be adjusted in accordance with Section 2.10. 1.6 Aggregate 2-Year Commitment: shall be $15,000,000.00, unless the same shall be adjusted in... accordance with Section 2.10. 1.11 Base Rate: means a rate per annum announced by the Administrative Agent on the first Banking Day of each week, which shall be the sum of (a) the higher of (i) 225 basis points greater than the highest of the one week or one month LIBO Rate or (ii) the Prime Rate, and (b) 75 basis points. 1.18 Committed Letter of Credit Fee: means a fee equal to 225 basis points multiplied by the face amount of the Committed Letter of Credit. 1.20 Commitment Fee Factor: means 37.5 basis points per annum. 1.48 LIBO Rate: means the rate obtained by dividing (a)(i) with respect to a LIBO Rate Period applicable to a LIBO Rate Loan, the rate per annum determined by the Administrative Agent as of approximately 11:00 a.m. London time on the date two Banking Days before the commencement of such LIBO Rate Period by reference to the British Bankers' Association Interest Settlement Rates for deposits in dollars offered on the London interbank dollar market for a period corresponding to the term of such LIBO Rate Period and in an amount comparable to the aggregate amount of the relevant LIBO Rate Loan (as displayed in the Bloomberg Financial Markets system or any successor thereto or any other service selected by the Administrative Agent that has been nominated by the British Bankers' Association as an authorized information vendor for the purpose of displaying such rates), (ii) with respect to a Base Rate Loan, the rate per annum determined by the Administrative Agent as of approximately 11:00 a.m. London time on the first Banking Day of each calendar week by reference to the British Bankers' Association Interest Settlement Rates for deposits in dollars offered on the London interbank dollar market for a one-month period and in an amount comparable to the aggregate amount of the relevant Base Rate Loan (as displayed in the Bloomberg Financial Markets system or any successor thereto or any other service selected by the Administrative Agent that has been nominated by the British Bankers' Association as an authorized information vendor for the purpose of displaying such rates), or (iii) if such rate cannot be determined, the rate per annum equal to the rate determined by the Administrative Agent to be a rate at which U.S. dollar deposits are offered to major banks in the London interbank eurodollar market for funds to be made available on the first day of such LIBO Rate Period and maturing at the end of such LIBO Rate Period, in each case rounded upwards, if necessary, to the nearest 1/100 of 1%; by (b) a percentage equal to 1.00 minus the applicable percentage (expressed as a decimal) prescribed by the Board of Governors of the Federal Reserve System (or any successor thereto) for determining the maximum reserve requirements applicable to eurodollar fundings (currently referred to as "Eurocurrency Liabilities" in Regulation D) or any other maximum reserve requirements applicable to a member bank of the Federal Reserve System with respect to such eurodollar fundings. -2- 1.56 Member Percentage: shall mean the following: For CHS — 74.429% For Growmark, Inc. — 18.616% For MFA Oil Company — 6.955%. 1.49 LIBOR Margin: means 225 basis points per annum. 1.82 2-Year Maturity Date: means December 16, 2010. 1.89 Percentage: means, with respect to any Syndication Party, the ratio of the Individual 2-Year Commitment of such Syndication Party to the Aggregate 2-Year Commitment. View More

Amendments. In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Credit Agreement shall be amended effective as of the Fifth Amendment Effective Date in the manner provided in this Section 2.

Amendments. Subject to all the terms and conditions set forth below, the Landlord and the Tenant hereby agree as follows.

Amendments. The parties hereby agree that, effective as of the Effective Date, the Marketing Agreement is hereby amended as follows:

Amendments. To the Credit Agreement. Effective as of the Conforming Changes Amendment Effective Date, the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Annex A hereto.

Amendments. Has the meaning given to such term in the Preamble hereto.