eTrade 2005 Annual Report Download - page 355

THIS INDENTURE, dated as of November22, 2005 between E*TRADE Financial Corporation, a Delaware corporation (the “
Issuer
”),
and The Bank of New York, a New York banking corporation, as trustee (the “
Trustee
”),
W I T N E S S E T H :
WHEREAS, the Issuer has duly authorized the issue from time to time of its unsecured debentures, notes or other evidences of
indebtedness to be issued in one or more series (the “
Securities
”) up to such principal amount or amounts as may from time to time
be authorized in accordance with the terms of this Indenture;
WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide, among other things, for the
authentication, delivery and administration of the Securities; and
WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done;
NOW, THEREFORE:
In consideration of the premises and the purchases of the Securities by the holders thereof, the Issuer and the Trustee mutually
covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Securities and of the
coupons, if any, appertaining thereto as follows:
ARTICLE 1
D
EFINITIONS
Section1.01
. Certain Terms Defined.
The following terms (except as otherwise expressly provided or unless the context otherwise
clearly requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings
specified in this Section. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939 or the definitions of
which in the Securities Act of 1933 are referred to in the Trust Indenture Act of 1939, including terms defined therein by reference to
the Securities Act of 1933 (except as herein otherwise expressly provided or unless the context otherwise requires), shall have the
meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of this Indenture. All
accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally
accepted accounting principles, and the term “generally accepted accounting principles” means such accounting principles as are
generally accepted at the time of any computation. The words “herein,” “hereof” and “hereunder” and other words of similar import
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