eTrade 2005 Annual Report Download - page 442

Section3.06
No Other Redemption
. Except as set forth in this Article III, the Subordinated Notes shall not be redeemable by the
Company prior to the Maturity Date.
ARTICLE IV
FORM OF SUBORDINATED NOTE
Section4.01
Form of Subordinated Note
. The Subordinated Notes and the Trustee’s Certificate of Authentication to be endorsed
thereon are to be substantially in the forms attached as Exhibit A hereto, with such changes therein as the officers of the Company
executing the Subordinated Notes (by manual or facsimile signature) may approve, such approval to be conclusively evidenced by
their execution thereof.
ARTICLE V
ORIGINAL ISSUE OF SUBORDINATED NOTES
Section5.01
Original Issue of Subordinated Notes
. Subordinated Notes in the aggregate principal amount of $450,000,000 may from
time to time, upon execution of this Supplemental Indenture No.1, be executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said Subordinated Notes to or upon the written order of the
Company pursuant to Section2.04 of the Base Indenture without any further action by the Company (other than as required by the
Base Indenture).
ARTICLE VI
SUPPLEMENTAL INDENTURES
Section6.01
Supplemental Indentures with Consent of holders of Subordinated Notes
. As set forth in Section8.02 of the Base
Indenture, with the consent of the holders of a majority in the aggregate principal amount of Subordinated Notes affected by such
supplemental indenture at the time outstanding, the Company and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental thereto or to the Base Indenture for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Base Indenture or this Supplemental Indenture No.1 or of modifying in any manner
the rights of the holders of the Subordinated Notes;
provided, however
, that, in addition to clauses (a)and (b)of Section8.02 of the
Base Indenture, no such indenture or supplemental indenture shall (a)reduce the percentage in principal amount of the Subordinated
Notes, the holders of which are required to consent to any waiver of any past Default or Event of Default, (b)modify the terms of the
Put Right or (c)modify the interest rate reset or Remarketing provisions of the Subordinated Notes, without, in the case of each of the
foregoing clauses (a), (b)and (c), the consent of the holder of each Subordinated Note affected.
Section6.02
Supplemental Indentures without Consent of holders of Subordinated Notes
. As set forth in Section8.01 of the Base
Indenture, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental
thereto or to the Base
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