REPLACEMENT CAPITAL COVENANTReplacement Capital Covenant • October 5th, 2007 • Schwab Charles Corp • Security brokers, dealers & flotation companies
REPLACEMENT CAPITAL COVENANT, dated as of October 5, 2007 (this “Replacement Capital Covenant”), by The Charles Schwab Corporation, a Delaware corporation (together with its successors and assigns, the “Corporation”), in favor of and for the benefit of each Covered Debtholder (as defined below).
SECOND AMENDED AND RESTATED TRUST AGREEMENT among THE CHARLES SCHWAB CORPORATION, as Sponsor, THE BANK OF NEW YORK TRUST COMPANY, N.A., as Property Trustee, THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, and THE ADMINISTRATIVE TRUSTEES NAMED...Trust Agreement • October 5th, 2007 • Schwab Charles Corp • Security brokers, dealers & flotation companies • Delaware
SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 5, 2007, among (i) The Charles Schwab Corporation, a Delaware corporation (including any successors or assigns, the “Sponsor”), (ii) The Bank of New York Trust Company, N.A., as property trustee (in each such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) The Bank of New York (Delaware), as Delaware trustee (the “Delaware Trustee”), (iv) Carrie Dolan, an individual, Geoffrey Huggins, an individual and Bruce Marcellus, an individual, each of whose address is c/o The Charles Schwab Corporation, 120 Kearny Street, San Francisco, California 94104 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the “Trustees”) and (v) the several Holders, as hereinafter defined.
GUARANTEE AGREEMENT by and between THE CHARLES SCHWAB CORPORATION, as Guarantor and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Guarantee Trustee dated as of October 5, 2007Guarantee Agreement • October 5th, 2007 • Schwab Charles Corp • Security brokers, dealers & flotation companies • New York
THIS GUARANTEE AGREEMENT, dated as of October 5, 2007 (the “Guarantee Agreement”), is executed and delivered by THE CHARLES SCHWAB CORPORATION, a Delaware corporation (the “Guarantor”) having its principal office at 120 Kearny Street, San Francisco, California 94108, and THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities and the Trust Common Securities (each as defined herein and, together, the “Trust Securities”) of Schwab Capital Trust I, a Delaware statutory trust (the “Issuer Trust”).
