eTrade 2009 Annual Report Download - page 194

FIRST SUPPLEMENTAL INDENTURE, dated as of December 27, 2007 (the “Supplemental Indenture”) to the Indenture
dated as of November 29, 2007 (the “Base Indenture,” and as supplemented by this 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 up to $1,936,000,000 (plus
any Capitalized Interest) aggregate principal amount of the Company’s 12.5% Springing Lien Notes due 2017 (the “Notes”);
WHEREAS, the Company desires and has requested the Trustee to join it in the execution and delivery of this Supplemental
Indenture in order to correct a defect in the Base Indenture and the Notes issued thereunder, including all Notes issued prior to the
date hereof and any Notes issued on or after the date hereof;
WHEREAS, Section 9.01(a) 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 Supplemental Indenture have been
complied with; and
WHEREAS, all things necessary to make this 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 and
all Notes issued prior to the date hereof and any Notes issued on or after the date hereof are 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 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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