eTrade 2005 Annual Report Download - page 434

“
Reset Rate
” has the meaning set forth in the Remarketing Agreement.
“
Second Remarketing Date
” has the meaning set forth in the Remarketing Agreement.
“
Semiannual Interest Payment Date
” has the meaning set forth in Section2.05(b)(ii).
“
Senior Indebtedness
” means the principal, premium, if any, and interest on and any other payments due pursuant to any of the
following, whether outstanding as of the date of the indenture or incurred or created thereafter: (a)all of the indebtedness of the
Company for money borrowed (including any indebtedness secured by a mortgage, conditional sales contract or other lien which is
given the vender or another party to secure all or part of the purchase price of the property subject to the lien, or which lien is existing
on the property at the time of the acquisition of the property), (b)all of the indebtedness of the Company evidenced by notes,
debentures, bonds or other securities sold by the Company for money, (c)all of the lease obligations of the Company which are
capitalized on its books in accordance with generally accepted accounting principles, (d)all indebtedness of others or lease obligations
of the kind described above assumed by or guaranteed in any manner by the Company or in effect guaranteed by the Company
through an agreement to purchase, contingent or otherwise and (e)all renewals, extensions or refundings of indebtedness or lease
obligations of the kind described above; provided that Senior Indebtedness shall not include (w)the Company’s 6% Convertible
Subordinated Notes due 2007, (x)indebtedness for trade payables or constituting the deferred purchase price of assets or services
incurred in the ordinary cause of business, (y)any other obligations of the kind described above that expressly provide that they are
subordinated to or not superior in right of payment to the Subordinated Notes, and (z)indebtedness owed to any of the Company’s
majority-owned subsidiaries.
“
Separate Subordinated Notes
” has the meaning set forth in the Purchase Contract and Pledge Agreement.
“
Significant Subsidiary
” has the same meaning as the definition of that term set forth in Rule 1-02 of Regulation S-X as promulgated
by the Securities and Exchange Commission.
“
Special Event
” shall mean either a Tax Event or an Accounting Event.
“
Special Event Redemption
” means a redemption effected in connection with and as a result of the occurrence of a Special Event
pursuant to Section3.01.
“
Special Event Redemption Date
” has the meaning set forth in Section3.01.
“
Successful Remarketing
” has the meaning set forth in the Purchase Contract and Pledge Agreement.
“
Tax Event
” means the receipt by the Company of an opinion of counsel, rendered by a law firm having a recognized national tax
practice, to the effect that, as a result of any amendment to, change in or announced proposed change in the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing authority thereof or therein,
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2006. EDGAR Online, Inc.