Amendments

Amendments. 1 3. Effective Date 1 4. Remaining Provisions Unaffected 1 5. Governing Law and Jurisdiction 2 6. Counterparts 2 Schedule - Note Deed 3 Page i Amending Deed Date 2008 Parties 1. PMI Mortgage Insurance Co. of 3003 Oak Road, Walnut Creek, CA 94597, United States of America (the Noteholder).

Amendments. 1 2.1 Clause 6 1 2.2 Clause 16.1 2 2.3 Schedule 11 2 3. Effective Date 2 4. Remaining Provisions Unaffected 2 5. Governing Law and Jurisdiction 2 6. Counterparts 3 Page i Third Amendment Agreement Date 2008 Parties 1. PMI Mortgage Insurance Co. of 3003 Oak Road, Walnut Creek, CA 94597, United States of America (the Vendor).

Amendments. The First Amendment, the Second Amendment, and the Third Amendment are sometimes referred to collectively herein as the "Amendments"

Amendments. Means the Termination and Replacement of Manufacturing Agreement among Toymax, Tai Nam and certain other parties, substantially in the form of EXHIBIT A, and the Termination of Agency Agreements among Toymax, Tai Nam and certain other parties, as amended or supplemented to date, substantially in the form of EXHIBIT B.

Amendments. Shall become operative concurrently with the Mergers (as defined in the Statement) and provided all validly tendered Notes are accepted for purchase pursuant to the Offer upon consummation of the Mergers

Amendments. 1 3. Effective Date 2 4. Remaining Provisions Unaffected 2 5. Governing Law and Jurisdiction 2 6. Counterparts 3 Schedule 4 Schedule 11 – Adjustment to Value of the Note for the HK Sale Agreement 4 Page (i) Amendment Date 29 August 2008 Parties 1. PMI Mortgage Insurance Co. of 3003 Oak Road, Walnut Creek, CA 94597, United States of America (the Vendor).

Amendments. As defined below

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