REGISTRATION RIGHTS AGREEMENT By and Between WINGATE CAPITAL LTD. and E*TRADE FINANCIAL CORPORATIONRegistration Rights Agreement • December 4th, 2007 • E Trade Financial Corp • Savings institution, federally chartered • New York
E*TRADE Financial Corporation as Issuer And The Bank of New York as Trustee Indenture Dated as of November 29, 2007 12.5% Springing Lien Notes Due 2017Supplemental Indenture • December 4th, 2007 • E Trade Financial Corp • Savings institution, federally chartered • New York
INDENTURE, dated as of November 29, 2007, between E*TRADE Financial Corporation, a Delaware corporation, as the Company and The Bank of New York, a New York banking corporation, as Trustee.
MASTER INVESTMENT AND SECURITIES PURCHASE AGREEMENT By and Between WINGATE CAPITAL LTD. and E*TRADE FINANCIAL CORPORATION Dated as of November 29, 2007Master Investment and Securities Purchase Agreement • December 4th, 2007 • E Trade Financial Corp • Savings institution, federally chartered • New York
MASTER INVESTMENT AND SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 29, 2007, by and between Wingate Capital Ltd. (“Purchaser”), and E*Trade Financial Corporation, a Delaware corporation (the “Company”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in ARTICLE I.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 4th, 2007 • E Trade Financial Corp • Savings institution, federally chartered
This Securities Purchase Agreement (this “Purchase Agreement”) is made as of the 29th day of November, 2007, by and among E*TRADE Financial Corporation (the “Company”), Investment Partners (A), LLC (“IP(A)”) and the additional investors listed on Schedule A hereto. Each of IP(A) and the investors listed on Schedule A hereto is herein referred to as an “Investor”.
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • December 4th, 2007 • E Trade Financial Corp • Savings institution, federally chartered • New York
This Amendment dated as of November 29, 2007 (this “Amendment”) to the Rights Agreement, dated as of July 9, 2001 (the “Rights Agreement”), between E*TRADE Financial Corporation (formerly known as E*TRADE Group, Inc.), a Delaware corporation (the “Company”), and American Stock Transfer and Trust Company, as Rights Agent (the “Rights Agent”). Capitalized terms used herein and not defined shall have the meanings specified in the Rights Agreement.
ABS Purchase AgreementAbs Purchase Agreement • December 4th, 2007 • E Trade Financial Corp • Savings institution, federally chartered • New York
This Agreement (this “Agreement”), dated as of November 29, 2007, constitutes the understanding and agreement by and among Citadel Equity Fund Ltd. (“CEFL”), an affiliate of Citadel Limited Partnership (“Citadel”), E*TRADE Bank (the “Bank”), E*TRADE Global Asset Management, Inc. (“ETGAM”, and together with the Bank, the “Sellers”), and E*TRADE Financial Corporation (the “Company”) regarding the acquisition by CEFL of all of the Sellers’ Asset-Backed Securities (“ABS”) portfolio (including CMOs, CDOs and other asset-backed instruments) listed on Schedule A hereto (the “Portfolio”, and each line-item of which is a “Position”).
