E*TRADE FINANCIAL CORPORATION 6% Senior Notes due 2017Underwriting Agreement • November 14th, 2012 • E TRADE FINANCIAL Corp • Savings institution, federally chartered • New York
E*TRADE Financial Corporation, a Delaware corporation (the “Company”), confirms its agreement with the several underwriters listed in Schedule 1 hereto (the “Underwriters”) for whom Merrill, Lynch, Pierce, Fenner & Smith Incorporated is acting as representative (the “Representative”) with respect to the issuance and sale by the Company, subject to the terms and conditions described below (this “Agreement”), of $505,000,000 principal amount of its 6% Senior Notes due 2017 (the “2017 Notes”) and $800,000,000 principal amount of its 6.375% Senior Notes due 2019 (the “2019 Notes” and, together with the 2017 Notes, the “Securities”). The Securities will be issued pursuant to an indenture (the “Base Indenture”), together with a supplemental indenture with respect to the Securities (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case to be entered into between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trust
E*TRADE Financial Corporation and The Bank of New York Mellon Trust Company, N.A. 6% Senior Notes due 2017 6.375% Senior Notes due 2019 First Supplemental Indenture Dated as of November 14, 2012 to Senior Indenture dated as of November 14, 2012E TRADE FINANCIAL Corp • November 14th, 2012 • Savings institution, federally chartered • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of November 14, 2012 (“Supplemental Indenture”), to the Indenture dated as of November 14, 2012 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the “Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), by and between E*TRADE Financial Corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
E*TRADE Financial Corporation as Issuer and The Bank of New York Mellon Trust Company, N.A. as Trustee Senior Indenture Dated as of November 14, 2012E TRADE FINANCIAL Corp • November 14th, 2012 • Savings institution, federally chartered • New York
INDENTURE, dated as of November 14, 2012, between E*TRADE Financial Corporation, a Delaware corporation, as the Company and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (each as more fully set forth in Section 1.01).
