Specified Amendments definition

Specified Amendments means the amendments to the Agreement set forth on Schedule 5.12.

Specified Amendments means (i) an amendment to Section 5.1(c) of the Member Control Agreement to add those actions identified in Section 5.1(d)(i)-(iv) of the Member Control Agreement to the actions, agreements, instruments or items specified in Section 5.1(c) that require the affirmative vote of at least two-thirds of the voting power of the governors in office, (ii) an amendment to Section 5.1(k) of the Member Control Agreement to add provisions consistent with this Agreement relating to alternates acting in the place and stead of absentee governors, and (iii) and amendment to Section 6.2(a) to delete the last sentence thereof.

Specified Amendments has the meaning set forth in Section 6(b)(vii).

Examples of Specified Amendments in a sentence

• The provisions of this Section 5.02(e)(iii) shall not apply to modifications, amendments or variances that do not constitute Specified Amendments.

• Project Viking shall cause each governor it has a right to appoint under Section 5.3(a)(iv) to vote in favor of the Specified Amendments and in favor of such matters as are necessary to call a meeting of the members as soon as practicable following the Effective Date to consider the Specified Amendments and provide a Board recommendation to vote in favor of the Specified Amendments.

• For purposes hereof, it is understood and agreed that (x) the establishment of the Replacement Term Loans and the application of the use of proceeds thereof shall occur immediately prior to the effectiveness of the Specified Amendments and (y) the Specified Amendments shall be effective immediately following the establishment of the Replacement Term Loans and the application of the use of proceeds thereof.

• In the event that (and for so long as) such guarantee referred to in this Section 5.12 is not provided by Transatlantic upon consummation of the Transatlantic Acquisition in accordance with the preceding sentence, the Specified Amendments shall become immediately effective (and shall remain in effect).”.

• On each 90-day anniversary of the Condominium Approval Date (i.e., quarterly thereafter), if the Specified Amendments have not been made on or before each of such dates, Borrowers shall pay to Lender a fee in an amount equal to one-half of one percent (0.50%) of the then outstanding principal balance of the Loan on each of such dates (any such fee, a “Non-Approval Fee”).

More Definitions of Specified Amendments

Specified Amendments means (i) the provisions of the Original Credit Agreement that are amended by the Amendment Agreement and the Credit Agreement, (ii) the provisions of the Existing Security Agreement (as defined in the Amended Security Agreement) that are amended by the Amendment Agreement and the Amended Security Agreement and (iii) the provisions of the Existing Subsidiary Guaranty (as defined in the Amended Guaranty) that are amended by the Amendment Agreement and the Amended Guaranty.

Specified Amendments shall have the meaning set forth in Section 4.1.37(a).

Specified Amendments means, with respect to the terms of the Senior Secured Notes, such amendments thereto as may be agreed to by Agent in its sole discretion. “Termination Value” means, in respect of any one or more Hedging Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedging Agreements, (a) for any date on or after the date such Hedging Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedging Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedging Agreements (which may include a Lender or any affiliate of a Lender). “Three-Month LIBO Rate” will mean, for any day, the greater of (i) the rate per annum equal to the rate determined by CIT to be the offered rate that appears on the Bloomberg BBAM Screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on such day) with a term equivalent to three months, determined as of approximately 11:00 a.m. (London time) on such day (or if such day is not a Business Day, the immediately preceding Business Day). In the event that such rate is not available at such time for any reason, then the “3-Month LIBO Rate” for such day shall be determined by CIT by reference to such other comparable publicly available service for displaying the offered rate for dollar deposits in the London interbank market as may be selected by CIT and, in the absence of availability, such other method as may be selected by CIT in its sole discretion.

Specified Amendments as defined in the Consent and Second Amendment to First Lien Credit Agreement dated December 12, 2011 (as delivered to Agent prior to the date hereof) shall have become effective contemporaneously with this Amendment;

Specified Amendments means those amendment documents specified on Exhibit 6, which, among other things, shall permit the repayment in full on the Closing Date of the series of Investor Certificates indicated on Exhibit 7 to be repaid in the Closing Date. “Tax” (and, with correlative meaning, “Taxes”) means any federal, state, local or foreign net income, gross income, gross receipts, windfall profit, property, production, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, goods and services, value added, transfer, stamp, or environmental tax, or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, additional tax or additional amount imposed by any governmental authority.

Specified Amendments means the amendments to this Agreement set forth in SCHEDULE 19 (Specified Amendments).

Specified Amendments has the meaning set forth in Section 7.2(g).