The Charles Schwab Corporation Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • August 29th, 2012 • Schwab Charles Corp • Security brokers, dealers & flotation companies • California
The Charles Schwab Corporation, a Delaware corporation (the “Company”), proposes to issue upon the terms set forth in the Dealer Managers Agreement (as defined herein) up to $750 million in aggregate principal amount of its Senior Notes due 2022. As an inducement to the Dealer Managers to enter into the Dealer Managers Agreement and in satisfaction of a condition to the obligations of the Dealer Managers thereunder, the Company agrees with the Dealer Managers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
THE CHARLES SCHWAB CORPORATION, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 3.225% Senior Notes due 2022 Third Supplemental Indenture Dated as of August 27, 2012 to Senior Indenture dated as of June 5, 2009Third Supplemental Indenture • August 29th, 2012 • Schwab Charles Corp • Security brokers, dealers & flotation companies • California
THIRD SUPPLEMENTAL INDENTURE, dated as of August 27, 2012 (“Supplemental Indenture”), to the Indenture dated as of June 5, 2009 (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 among THE CHARLES SCHWAB CORPORATION (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).
FORM OF QIB NOTEQib Note • August 29th, 2012 • Schwab Charles Corp • Security brokers, dealers & flotation companies • California
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
