E*TRADE FINANCIAL CORPORATIONUnderwriting Agreement • August 24th, 2017 • 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 Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”) with respect to the issuance and sale by the Company, subject to the terms and conditions described below (this “Agreement”), of (i) $600,000,000 principal amount of its 2.950% Senior Notes due 2022 (the “2022 Securities”) and (ii) $400,000,000 principal amount of its 3.800% Senior Notes due 2027 (the “2027 Securities” and, together with the 2022 Securities, 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”), i
E*TRADE Financial Corporation and The Bank of New York Mellon Trust Company, N.A. 2.950% Senior Notes due 2022 First Supplemental Indenture Dated as of August 24, 2017 to Indenture dated as of August 24, 2017First Supplemental Indenture • August 24th, 2017 • E Trade Financial Corp • Savings institution, federally chartered • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of August 24, 2017 (this “Supplemental Indenture”), to the Indenture dated as of August 24, 2017 (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 Indenture Dated as of August 24, 2017E Trade Financial Corp • August 24th, 2017 • Savings institution, federally chartered • New York
INDENTURE, dated as of August 24, 2017, 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).
E*TRADE Financial Corporation and The Bank of New York Mellon Trust Company, N.A. 3.800% Senior Notes due 2027 Second Supplemental Indenture Dated as of August 24, 2017 to Indenture dated as of August 24, 2017Second Supplemental Indenture • August 24th, 2017 • E Trade Financial Corp • Savings institution, federally chartered • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of August 24, 2017 (this “Supplemental Indenture”), to the Indenture dated as of August 24, 2017 (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”).
