eTrade 2005 Annual Report Download - page 429

THIS SUPPLEMENTAL INDENTURE No.1 (this “
Supplemental Indenture No.1
”), dated as of November22, 2005, is between
E*TRADE FINANCIAL CORPORATION, a Delaware corporation (the “
Company
”), and THE BANK OF NEW YORK, a New York
banking corporation, as Trustee (the “
Trustee
”).
R E C I T A L S
WHEREAS, the Company has concurrently herewith executed and delivered to the Trustee an Indenture dated as of November22,
2005, between the Company and the Trustee (the “
Base Indenture
” and together with this Supplemental Indenture No.1, the “
Indenture
”), providing for the issuance from time to time of one or more series of the Company’s Securities;
WHEREAS, Section8.01(e) of the Base Indenture provides for the Company and the Trustee to enter into an indenture supplemental to
the Base Indenture to establish the forms or terms of Securities of any series as permitted by Section2.01 or Section2.03 of the Base
Indenture;
WHEREAS, pursuant to Section2.03 of the Base Indenture, the Company wishes to provide for the issuance of a new series of
Securities to be known as its 6.125% Subordinated Notes due 2018 (the “
Subordinated Notes
”), the form and terms of such
Subordinated Notes and the terms, provisions and conditions thereof to be set forth as provided in this Supplemental Indenture No.1;
and
WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture No.1, and all requirements
necessary to make this Supplemental Indenture No.1 a valid, binding and enforceable instrument in accordance with its terms, and to
make the Subordinated Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid, binding and
enforceable obligations of the Company, have been done and performed, and the execution and delivery of this Supplemental
Indenture No.1 has been duly authorized in all respects.
NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Section1.01
Relation to Base Indenture
. This Supplemental Indenture No.1 constitutes an integral part of the Base Indenture.
Section1.02
Definition of Terms
. For all purposes of this Supplemental Indenture No.1:
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