eTrade 2005 Annual Report Download - page 517

(B) invest an equal amount, or the amount not so applied pursuant to clause (A)(or enter into a definitive agreement committing to so
invest within 12 months after the date of such agreement), in Replacement Assets; and
(2) apply (no later than the end of the 12-month period referred to in clause (1))such excess Net Cash Proceeds (to the extent not
applied pursuant to clause (1))as provided in the following paragraphs of this Section4.11.
If and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries or Regulated
Subsidiaries from one or more Regulated Sales in any period of 12 consecutive months exceed 10% of Consolidated Net Worth
(determined as of the date closest to the commencement of such 12 month period for which a consolidated balance sheet of the
Company and its Subsidiaries has been filed with the SEC or provided to the Trustee), then the Company shall or shall cause the
relevant Restricted Subsidiary or Regulated Subsidiary to apply (no later than the end of the 12-month period referred to in clause
(1))such excess Net Cash Proceeds (to the extent not applied pursuant to clause (1))as provided in the following paragraphs of this
Section4.11.
The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period
as set forth in clause (1)of the preceding sentence and not applied as so required by the end of such period shall constitute “Excess
Proceeds.”
If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase
pursuant to this Section4.11 totals at least $50 million, the Company must commence, not later than the fifteenth Business Day of such
month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Indebtedness that is pari passu
with the Notes (“Pari passu Indebtedness”), from the holders of such Pari passu Indebtedness) on a pro rata basis an aggregate
principal amount of Notes (and Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a purchase price equal to 100%
of their principal amount, plus, in each case, accrued interest (if any) to the Payment Date.
To the extent that the aggregate amount of Notes and Pari passu Indebtedness so validly tendered and not properly withdrawn
pursuant to an Offer to Purchase is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any other
purpose which is permitted by the Indenture.
If the aggregate principal amount of Notes surrendered by holders thereof and other Pari passu Indebtedness surrendered by holders
or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be
purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari passu Indebtedness. Upon
completion of such Offer to Purchase, the amount of Excess Proceeds shall be reset to zero.
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