eTrade 2005 Annual Report Download - page 436

Section2.03
Form, Payment and Appointment. Except as provided in Section2.04, 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, which shall initially be the corporate trust office of the Trustee;
provided, however
, that payment of interest may be made at the option of the Company by check mailed to the holder at such address
as shall appear in the Security register or by wire transfer to an account appropriately designated by the holder entitled to payment.
Payments with respect to any Global Subordinated Note will be made by wire transfer to the Depositary.
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.
The Paying Agent and security registrar for the Subordinated Notes shall initially be the Trustee.
The Subordinated Notes shall be issuable in denominations of $1,000 and integral multiples of $1,000 in excess thereof;
provided,
however
, that upon the release by the Collateral Agent of Subordinated Notes underlying the Pledged Applicable Ownership Interests
in Subordinated Notes (other than any release of Subordinated Notes underlying Pledged Applicable Ownership Interests in
Subordinated Notes in connection with (i)the creation of Treasury Units by Collateral Substitution, (ii)a Successful Remarketing,
(iii)Cash Merger Early Settlement, (iv)Early Settlement with separate cash or (v)Cash Settlement, in accordance with Section3.13,
Section5.02(b), Section5.04, Section5.07 or Section5.02(a) of the Purchase Contract and Pledge Agreement, as the case may be), the
Subordinated Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof, and the Company shall
issue Subordinated Notes in any such denominations if requested by the Purchase Contract Agent on behalf of any holder or
Beneficial Owner.
Section2.04 Global Subordinated Notes. 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 in permanent global
form (a “
Global Subordinated Note
”), and if issued as one or more Global Subordinated Notes, the Depositary shall be The
Depository Trust Company or such other depositary as any officer of the Company may from time to time designate. Upon the creation
of Treasury Units, or the re-creation of Corporate Units, an appropriate annotation shall be made on the Schedule of Increases and
Decreases on the Global Subordinated Notes held by the Depositary. Except as otherwise provided in the Indenture, or except upon
recreation of Corporate Units, notes represented by the Global Subordinated Notes will not be exchangeable for, and will not
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2006. EDGAR Online, Inc.