eTrade 2005 Annual Report Download - page 537

shall not, in the good faith opinion of the Board of Directors of the Company as evidenced by a board resolution, adversely affect the
interest of the holders in any material respect;
(2) to comply with Section4.07 or Article 5;
(3) to comply with any requirements of the Commission in connection with the qualification of the Indenture under the TIA;
(4) to evidence and provide for the acceptance of an appointment hereunder by a successor Trustee;
(5) make any change that, in the good faith opinion of the Board of Directors as evidenced by a Board Resolution, does not materially
and adversely affect the rights of any Holder;
(6) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(7) to provide for the issuance of Additional Notes in accordance with the Indenture;
(8) add Guarantees with respect to the Notes in accordance with the applicable provisions of the Indenture;
(9) secure the Notes; or
(10) to conform any provision contained in this Indenture to the Section titled “Description of the Notes” contained in the Prospectus.
Section9.02.
Amendments with Consent of Holders
.
(a) Except as otherwise provided in Section6.05, Section9.01 or paragraph (b), the Company and the Trustee may amend the Indenture
and the Notes with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes, and the Holders
of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the
Company with any provision of the Indenture or the Notes.
(b) Notwithstanding the provisions of paragraph (a), without the consent of each Holder affected, an amendment or waiver may not
(1) change the Stated Maturity of the principal of, or any installment of interest on, any Note,
(2) reduce the principal amount of, or premium, if any, or interest on, any Note,
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2006. EDGAR Online, Inc.