eTrade 2005 Annual Report Download - page 502

Section4.03.
Limitation on Indebtedness and Issuances of Preferred Stock
(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness, including Disqualified
Stock (other than the Notes, any Notes Guarantees, the 2013 Notes, the 2011 Notes and Indebtedness existing on the Closing Date),
and the Company will not permit any Restricted Subsidiary to issue Preferred Stock; provided that the Company or any Subsidiary
Guarantor may Incur Indebtedness and any Restricted Subsidiary may Incur Acquired Indebtedness if, after giving effect to the
Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Consolidated Fixed Charge Coverage
Ratio would be greater than 2.5:1.
Notwithstanding the foregoing, the Company and any Restricted Subsidiary (except as specified below) may Incur each and all of the
following:
(1) Indebtedness of the Company under any Credit Facility in an aggregate principal amount at any one time outstanding (with letters
of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted
Subsidiaries thereunder) not to exceed $300 million;
(2) Indebtedness owed (A)to the Company or any Subsidiary Guarantor evidenced by an unsubordinated promissory note or (B)to any
Restricted Subsidiary or Regulated Subsidiary; provided that (x)any event which results in any such Restricted Subsidiary or
Regulated Subsidiary ceasing to be a Restricted Subsidiary or Regulated Subsidiary or any subsequent transfer of such Indebtedness
(other than to the Company or another Restricted Subsidiary or Regulated Subsidiary) shall be deemed, in each case, to constitute an
Incurrence of such Indebtedness not permitted by this clause (2)and (y)if the Company (or any Subsidiary that is a Subsidiary
Guarantor at the time such Indebtedness is Incurred) is the obligor on such Indebtedness, such Indebtedness must be expressly
contractually subordinated in right of payment to the Notes, in the case of the Company, or the Note Guarantee, in the case of a
Subsidiary Guarantor;
(3) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness
(other than Indebtedness outstanding under clause (1), (2)or (4))and any refinancings thereof in an amount not to exceed the amount
so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that (a)Indebtedness the proceeds of which
are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes or
a Note Guarantee shall only be permitted under this clause (3)if (x)in case the Notes are refinanced in part or the Indebtedness to be
refinanced is pari passu with
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2006. EDGAR Online, Inc.