Definitions

Definitions. Any and all initially capitalized terms used in this Amendment (including, without limitation, in the recitals hereto) without definition shall have the respective meanings specified in the Loan Agreement.

Definitions. For all purposes of this Second Supplemental Indenture and the First Additional Notes, except as otherwise expressly provided or unless the subject matter or context otherwise requires: (i) any reference to an "Article" or a "Section" or a "Clause" refers to an Article or Section or Clause, as the case may be, of this Second Supplemental Indenture; (ii) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Second Supplemental Indenture as a whole and not... to any particular Article, Section, Clause or other subdivision; (iii) Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture. Unless the context otherwise requires, all references to the Indenture shall mean the Indenture as supplemental hereby; (iv) the term "Indenture" shall mean the Original Indenture as supplemented and amended by this Second Supplemental Indenture; and (v) the following terms have the meanings given to them in this Clause 1(b)(v): "Additional Purchase Agreement" means the Additional Purchase Agreement, dated September 21, 2005, among the Company, the Guarantor and the Initial Purchasers. "First Additional Notes" means the $250,000,000 aggregate principal amount of Notes authorized by this Second Supplemental Indenture to the Original Indenture. "Initial Notes" means the first $750,000,000 aggregate principal amount of Notes issued pursuant to the Original Indenture. "Initial Purchasers" shall have the meaning set forth in the Additional Purchase Agreement. View More

Definitions. Unless otherwise defined herein, terms that are defined in the Credit Agreement and used herein are so used as so defined, and the following terms shall have the following meanings: "Agreement": this Guaranty and Pledge Agreement, as amended, restated, supplemented, waived or otherwise modified from time to time. "Collateral": the Pledged Equity and all Proceeds thereof. "New York UCC": the Uniform Commercial Code from time to time in effect in the State of New York. "Obligations": as defined... in the Collateral Agreement. "Pledged Equity": all of the Equity Interests of the Borrower listed on Schedule I hereto, together with all certificates, options or rights (including any additional Equity Interests of the Borrower) of any nature whatsoever that may be issued or granted by the Borrower to Holdings while this Agreement is in effect. "Proceeds": all "proceeds" as such term is defined in Section 9-102(a)(64) of the New York UCC on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Pledged Equity, and any and all collections on the foregoing or distributions with respect to the foregoing. "Requirement of Law": means, with respect to any person, the common law and all federal, state, local and foreign laws, rules and regulations, orders, judgments, decrees and other legal requirements or determinations (including, without limitation, any Gaming Law) of any Governmental Authority or arbitrator, applicable to or binding upon such person or any of its property or which such Person or any of its property is subject. View More

Definitions. Capitalized terms used herein and not defined herein shall have the meanings given to those terms in the Certificate Purchase Agreement.

Definitions. All terms defined in the recitals hereto that are not otherwise defined herein shall have the meanings given them in the recitals and the Loan Agreement. All terms defined in the UCC and not otherwise defined herein have the meanings assigned to them in the UCC. In addition, the following terms have the meanings set forth below or in the referenced Section of this Agreement:

Definitions. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: (a) "Additional Effectiveness Date" means the date the Additional Registration Statement is declared effective by the SEC. (b) "Additional Effectiveness Deadline" means the date which is sixty (60) calendar days after the Additional Filing Date... or, in the event that the Registration Statement is subject to a review by the SEC, one hundred twenty (120) calendar days after the Additional Filing Date. (c) "Additional Filing Date" means the date on which the Additional Registration Statement is filed with the SEC. (d) "Additional Filing Deadline" means if Cutback Shares are required to be included in the Additional Registration Statement, one hundred eighty (180) days from the Initial Effectiveness Date or the last Additional Effectiveness Date, as applicable. (e) "Additional Registrable Securities" means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any shares of Common Stock of the Company issued or issuable with respect to the Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise. (f) "Additional Registration Statement" means a registration statement or registration statements of the Company filed under the Securities Act covering any Additional Registrable Securities. (g) "Additional Required Registration Amount" means any Cutback Shares not previously included on a Registration Statement, all subject to adjustment as provided in Section 2(f). (h) "Business Day" means any day (i) other than (A) Saturday, (B) Sunday or (C) any day on which commercial banks in New York City are authorized or required by law to remain closed and (ii) that the SEC is open for business. (i) "Closing Date" shall have the meaning set forth in the Securities Purchase Agreement. (j) "Cutback Shares" means any of the Initial Required Registration Amount of Registrable Securities not included in all Registration Statements previously declared effective hereunder as a result of a limitation on the maximum number of shares of Common Stock of the Company permitted to be registered by the staff of the SEC pursuant to Rule 415. (k) "Effectiveness Date" means the Initial Effectiveness Date and the Additional Effectiveness Date, as applicable. (l) "Effectiveness Deadline" means the Initial Effectiveness Deadline and the Additional Effectiveness Deadline, as applicable. (m) "Exchange Act" means the Securities and Exchange Act of 1934, as amended, and the rules and regulations thereunder, or any similar successor statute. (n) "Filing Deadline" means the Initial Filing Deadline and the Additional Filing Deadline, as applicable. (o) "Initial Effectiveness Date" means the date that the Initial Registration Statement has been declared effective by the SEC. (p) "Initial Effectiveness Deadline" means the date that is ninety (90) days following the final Closing Date; provided, however, in the event the SEC informs the Company (i) that the SEC will not review such Registration Statement or (ii) that the Company may request the acceleration of the effectiveness of such Registration Statement and the Company makes such request, the Initial Effectiveness Deadline shall mean the date that is within five (5) Business Days the Company is so informed pursuant to either clause (i) or (ii) hereof; provided, further, that if the Initial Effectiveness Date falls on a day other than a Business Day, the Initial Effectiveness Deadline shall be the following Business Day. (q) "Initial Filing Deadline" means the date that is thirty (30) calendar days after the Closing Date. (r) "Initial Registrable Securities" means the Shares. 2 (s) "Initial Required Registration Amount" means (i) the number of Shares issued to the Investor pursuant to the Securities Purchase Agreement or (ii) such other amount as may be required by the staff of the SEC pursuant to Rule 415. (t) "Initial Registration Statement" means the registration statement of the Company initially filed under the Securities Act covering the Initial Registrable Securities. (u) "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof. (v) "register," "registered," and "registration" refer to a registration effected by preparing and filing one or more Registration Statements in compliance with the Securities Act and pursuant to Rule 415 and the declaration or ordering of effectiveness of such Registration Statement(s) by the SEC. (w) "Registrable Securities" means the Initial Registrable Securities and the Additional Registrable Securities. (x) "Registration Statement" means a registration statement or registration statements, including the Initial Registration Statement and any Additional Registration Statements, of the Company filed under the Securities Act covering the Registrable Securities. (y) "Required Registration Amount" means either the Initial Required Registration Amount or the Additional Required Registration Amount, as applicable. (z) "Rule 415" means Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous or delayed basis. (aa) "SEC" means the United States Securities and Exchange Commission. View More

Definitions. Except as otherwise specified herein, terms used in this Amendment and defined in Exhibit A of the Credit Agreement shall have the meanings provided in such Exhibit A.

Definitions. Any term not expressly defined herein shall have the definition given in there Depositary Agreement.

Definitions. (a) "Bank" means Sovereign Bank. (b) "Board" means the board of directors of the Corporation. (c) "Change in Control" has the same meaning as is ascribed to such term, as of the Effective Date, in the Sovereign Bancorp, Inc. 2001 Stock Incentive Plan. (d) "Common Stock" means the common stock (no par value) of the Corporation. (e) "Corporation" means Sovereign Bancorp, Inc. (f) "Effective Date" means June 19,... 2002. (g) "Participant" means a non-employee director of the Corporation who is entitled to participate in the Program in accordance with the provisions of Sections 2 and 4 and who has not terminated as a director. Notwithstanding the preceding sentence, a Participant who terminates as a non-employee director of the Corporation after having earned an award, but before its payment, shall remain a Participant until payment is made. (h) "Program" means the Sovereign Bancorp, Inc. Non-Employee Directors Stock Bonus Program. View More

Definitions. (a) "Bank" means Sovereign Bank. (b) "Board" means the board of directors of the Corporation. (c) "Change in Control" has the same meaning as is ascribed to such term, as of the Effective Date, in the Sovereign Bancorp, Inc. 2001 Stock Incentive Plan. (d) "Committee" means the Compensation Committee of the Board or such other committee as may be appointed by the Board to administer this... Program. Such term also includes the whole Board to the extent it takes action with respect to administrative or operational matters relating to the Program. (e) "Common Stock" means the common stock (no par value) of the Corporation. (f) "Corporation" means Sovereign Bancorp, Inc. (g) "Effective Date" means September 18, 2002. (h) "Fair Market Value" of a share of Common Stock on any given date means the closing sale price for such shares on that date as listed on the New York Stock Exchange (or any national securities exchange or quotation system on which the Common Stock is then listed or reported). If a closing sale price for the Common Stock for the given date is not listed or reported, or if there is none, the Fair Market Value shall be equal to the closing sale price on the nearest trading day preceding such date. Notwithstanding the foregoing, if, in the Committee's judgment, there are unusual circumstances or occurrences under which the otherwise determined Fair Market Value of the Common Stock does not represent the actual fair value thereof, then the Fair Market Value of such Common Stock shall be determined by the Committee on the basis of such prices or market quotations as it shall deem appropriate and fairly reflective of the then fair value of such Common Stock. (i) "Participant" means a Senior Officer who is entitled to participate in the Program in accordance with the provisions of Sections 2 and 4 and who has not terminated as a Senior Officer. Notwithstanding the preceding sentence, a Participant who terminates as a Senior Officer after having earned an award, but before its payment, shall remain a Participant until payment is made. 1 (j) "Program" means the Sovereign Bancorp, Inc. Senior Officers Bonus Award Program. (k) "Senior Officer" means a member of the Office of the Chairman of Sovereign Bank. View More