eTrade 2005 Annual Report Download - page 455

and unpaid (together with interest thereon to the extent permitted by applicable law at the rate accruing on such Subordinated Notes).
Prior to the termination of a Deferral Period, the Company may further extend the interest payment for the Subordinated Notes,
provided
that such Deferral Period together with all such previous and further extensions end on a date other than an Interest Payment
Date or extend beyond the earlier of a Purchase Contract Settlement Date or Redemption Date of any Subordinated Note.
The Subordinated Notes are not entitled to the benefit of any sinking fund and will not be subject to defeasance or covenant
defeasance.
If an Event of Default with respect to Subordinated Notes shall occur and be continuing, the principal of the Subordinated Notes of
this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the entry into one or more supplemental indentures for purposes of
amending or modifying the rights and obligations of the Company and the rights of the holders of the Subordinated Notes under the
Indenture or Supplemental Indenture No.1 at any time by the Company and the Trustee with the consent of the holders of a majority in
principal amount of the Subordinated Notes at the time outstanding. The Indenture also contains provisions permitting the holders of
specified percentages in principal amount of the Subordinated Notes at the time outstanding, on behalf of the holders of all
Subordinated Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the
Indenture and the consequences thereof. Any such consent or waiver by the holder of this Subordinated Note shall be conclusive and
binding upon such holder and upon all future holders of this Subordinated Note and of any Subordinated Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon
this Subordinated Note.
Subordinated Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof,
except as provided in Section2.03 of Supplemental Indenture No.1.
Except as provided in Section2.04, of Supplemental Indenture No.1, the Subordinated Notes shall be issued in fully registered,
certificated form, bearing identical terms. Principal of and interest on the Subordinated Notes will be payable, the transfer of such
Subordinated Notes will be registrable, and such Subordinated Notes will be exchangeable for Subordinated Notes of a like aggregate
principal amount bearing identical terms and provisions, at the office or agency of the Company maintained for such purpose in the
Borough of Manhattan, The City of New York.
No service charge shall be made for any registration of transfer or exchange of the Subordinated Notes, but the Company may require
payment from the holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
therewith.
Pursuant to Section2.04 of Supplemental Indenture No.1, Subordinated Notes corresponding to Applicable Ownership Interests in
Subordinated Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued
as
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2006. EDGAR Online, Inc.