eTrade 2009 Annual Report Download - page 186

SECOND SUPPLEMENTAL INDENTURE, dated as of November 1, 2006 (the “Supplemental Indenture”) to the Indenture
dated as of September 19, 2005, as supplemented by the First Supplemental Indenture thereto (the “First Supplemental Indenture”)
dated November 10, 2005 (as so supplemented, the “Base Indenture,” and as supplemented by this Second Supplemental Indenture,
the “Indenture”), between E*TRADE FINANCIAL CORPORATION (the “Company”), a Delaware corporation, and THE BANK
OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”).
WHEREAS, the Company has duly authorized the execution and delivery of the Base Indenture and $600,000,000 aggregate
principal amount of the Company’s 7/
8
% Senior Notes due 2013;
WHEREAS, the Company desires and has requested the Trustee to join it in the execution and delivery of this Second
Supplemental Indenture in order to correct certain ambiguities in the Base Indenture;
WHEREAS, Section 9.01(a)(1) of the Base Indenture provides that a supplemental indenture may be entered into without the
consent of the holders of any Notes by the Company and the Trustee to cure any ambiguity, defect or inconsistency in the Indenture
or the Notes, provided certain conditions are met;
WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Second Supplemental Indenture have
been complied with; and
WHEREAS, all things necessary to make this Second Supplemental Indenture a valid agreement of the Company and the
Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Base Indenture have been done;
NOW, THEREFORE:
The Company agrees with the Trustee, for the equal and ratable benefit of the holders of the Notes, that the Base Indenture is
supplemented and amended, to the extent expressed herein, as follows:
ARTICLE 1
S COPE O F S UPPLEMENTAL I NDENTURE ; G ENERAL
Section 1.01. Scope Of Supplemental Indenture; General. This Second Supplemental Indenture supplements the provisions of
the Base Indenture, to which provisions specific reference is hereby made, and all Notes issued or to be issued under the Base
Indenture. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Base Indenture.
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