eTrade 2005 Annual Report Download - page 435

or as a result of any official administrative decision, pronouncement, judicial decision or action interpreting or applying such laws or
regulations, which amendment or change is effective or which proposed change, pronouncement, action or decision is announced on
or after the date of issuance of the Subordinated Notes, there is more than an insubstantial increase in the risk that interest payable by
the Company on the Subordinated Notes is not, or within 90 days of the date of such opinion, will not be, deductible by the Company,
in whole or in part, for United States federal income tax purposes.
“
Termination Event
” has the meaning set forth in the Purchase Contract and Pledge Agreement.
“
Treasury Portfolio
” means a portfolio of U.S. Treasury securities (or principal or interest strips thereof) that mature on or prior to
November17, 2008 in an aggregate amount at maturity equal to the Applicable Principal Amount and with respect to each scheduled
Interest Payment Date on the Subordinated Notes that occurs after the Special Event Redemption Date, to and including the Purchase
Contract Settlement Date, U.S. Treasury securities (or principal or interest strips thereof) that mature on or prior to the Business Day
immediately preceding such scheduled Interest Payment Date in an aggregate amount at maturity equal to the aggregate interest
payment (assuming no reset of the interest rate) that would be due on the Applicable Principal Amount of the Subordinated Notes on
such date.
“
Treasury Portfolio Purchase Price
” means the lowest aggregate ask-side price quoted by a primary U.S. government securities
dealer to the Quotation Agent between 9:00 a.m. and 11:00 a.m., New York City time, on the third Business Day immediately preceding
the Special Event Redemption Date for the purchase of the Treasury Portfolio for settlement on the Special Event Redemption Date.
“
Treasury Unit
” has the meaning set forth in the Purchase Contract and Pledge Agreement.
The terms “
Company
,” “
Trustee
,” “
Indenture
,” “
Base Indenture,
” “
Supplemental Indenture No.1
” and “
Subordinated Notes
”
shall have the respective meanings set forth in the recitals to this Supplemental Indenture No.1 and the paragraph preceding such
recitals.
ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE SUBORDINATED NOTES
Section2.01
Designation and Principal Amount
. There is hereby authorized a series of Securities designated as 6.125% Subordinated
Notes due 2018 limited in aggregate principal amount to $450,000,000. The Subordinated Notes may be issued from time to time upon
written order of the Company for the authentication and delivery of Subordinated Notes pursuant to Section2.03 of the Base Indenture.
Section2.02
Maturity
. Unless a Special Event Redemption occurs prior to the Maturity Date (defined below), the date upon which the
Subordinated Notes shall become due and payable at final maturity, together with any accrued and unpaid interest, is November18,
2018 (the “
Maturity Date
”).
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2006. EDGAR Online, Inc.