eTrade 2005 Annual Report Download - page 441

The Company may at any time irrevocably waive its right to redeem the Subordinated Notes for any specified period (including the
remaining term of the Subordinated Notes). The Company may not redeem the Subordinated Notes if the Subordinated Notes have
been accelerated and such acceleration has not been rescinded or unless all accrued and unpaid interest has been paid in full on all
outstanding Subordinated Notes for all Interest Periods terminating on or prior to the Redemption Date.
Section3.03
Notice of Redemption
. Notice of any Redemption will be mailed by the Company (with a copy to the Trustee) at least 30
days but not more than 60 days before the Redemption Date to the holders of Subordinated Notes. In addition, the Company shall
notify the Collateral Agent in writing that the Company intends to redeem the Subordinated Notes on the Redemption Date and, in the
case of a Special Event Redemption, that a Special Event has occurred. If the Company elects to redeem the Subordinated Notes in
connection with a Special Event Redemption, the Company shall appoint the Quotation Agent to assist the Company in determining
the Treasury Portfolio Purchase Price.
Section3.04
Effect of Redemption
. Unless the Company defaults in the payment of the Redemption Price, on and after the Redemption
Date, (a)interest shall cease to accrue on the Subordinated Notes immediately prior to the close of business on the Redemption Date,
(b)the Subordinated Notes shall become due and payable at the Redemption Price, and (c)the Subordinated Notes shall be void and all
rights of the holders in respect of the Subordinated Notes shall terminate and lapse (other than the right to receive the Redemption
Price upon surrender of such Subordinated Notes but without interest on such Redemption Price). Following the notice of a
Redemption, neither the Company nor the Trustee shall be required to register the transfer of or exchange the Subordinated Notes to
be redeemed. The redemption provisions of Article 12 of the Base Indenture shall not apply to the Subordinated Notes.
Section3.05
Redemption Procedures
. On or prior to the Redemption Date, the Company shall deposit with the Trustee immediately
available funds in an amount sufficient to pay, on the Redemption Date, the aggregate Redemption Price for all outstanding
Subordinated Notes. If the Company gives an irrevocable notice of redemption with respect to the Subordinated Notes pursuant to
Section3.03 in connection with an Optional Redemption, and (2)the Company has paid to the Trustee a sufficient amount of cash in
connection with the related Redemption or Maturity Date of the Subordinated Notes, then, on the Redemption Date, the Trustee will
irrevocably deposit with the Depositary funds sufficient to pay the Redemption Price for the Subordinated Notes being redeemed. The
Company will also give the Depositary irrevocable instructions and authority to pay the Redemption Price in immediately available
funds to the holders of beneficial interests in the Global Subordinated Notes. If any Redemption Date is not a Business Day, then the
Redemption Amount will be payable on the next Business Day (and without any interest or other payment in respect of any such
delay). However, if payment on the next Business Day causes payment of the Redemption Amount to be in the next calendar year, then
payment will be on the immediately preceding Business Day, in each case with the same force and effect as if made on that payment
date. Interest to be paid on or before the Redemption Date for any Subordinated Notes called for Redemption shall be payable to the
holders on the Record Dates for the related Interest Payment Dates. If less than all of the Subordinated Notes are redeemed, such
Subordinated Notes shall be redeemed
pro rata
in accordance with the Depositary’s internal procedures.
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