EXHIBIT 10.154
AMENDMENT TO REIMBURSEMENT AGREEMENT
This Amendment to Reimbursement Agreement dated as of
July 31, 1995 is entered into with reference to that certain
Reimbursement Agreement dated as of December 19, 1994 (the
"Reimbursement Agreement") between THE CHARLES SCHWAB
CORPORATION, a Delaware corporation (the "Company"), and
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a
national banking association (the "Bank"), as letter of
credit issuing bank (hereafter, together with any successor
thereto in such capacity called the "Issuing Bank").
Capitalized terms used in this Amendment but not defined
herein are used with the meanings set forth for those
terms in the Reimbursement Agreement.
RECITALS
WHEREAS, pursuant to the Reimbursement Agreement, the
Issuing Bank agreed to issue irrevocable letters of credit
in an amount not to exceed $100,000,000 in the aggregate for
the account of the Company and for the benefit of certain
investment funds (each a "Beneficiary"), the assets of which
are managed by a Company affiliate; and
WHEREAS, the Reimbursement Agreement has a Termination
Date of August 1, 1995; and
WHEREAS, the Company desires that the Termination Date
be extended for one year and further desires to amend the
Reimbursement Agreement in certain respects, including reducing
the aggregate amount of the letters of credit available
thereunder to $22,675,000 as of the date hereof, and further
reducing said amount as of a later date; and
WHEREAS, the Issuing Bank is willing to amend the
Reimbursement Agreement as set forth herein on the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing
and for other valuable consideration, the parties hereto
agree as follows:
1. Section 1.1. The following terms set forth in
Section 1.1 of the Reimbursement Agreement are amended to
read in full as follows:
"Letters of Credit Commitment" means the Issuing
Bank's aggregate commitment in an amount equal to
$22,675,000 under this Agreement to make credit available
to the Company by means of the issuance of Letters of
Credit. This amount may be reduced upon written notice
by the Company.
"Termination Date" means August 1, 1996.
2. Section 7.1. Section 7.1 is hereby deleted in its
entirety.
3. Section 9.2. Section 9.2 is hereby deleted in its
entirety.
4. Section 9.3. Section 9.3 is hereby deleted in its
entirety.
5. Conditions Precedent to this Amendment. This Amendment
shall become effective upon satisfaction of each of the
following conditions (the "Effective Date"):
(a) Default. No Event of Default or
Unmatured Event of Default shall have occurred and be
continuing.
(b) Warranties. The warranties contained
in Section 6 of the Reimbursement Agreement shall be true
and correct.
(c) Certification. The Company shall have
delivered to the Issuing Bank a certificate of the Company's
President, Chief Financial Officer or Treasurer as to the
matters set forth in Section 5.1(a) and (b), above.
(d) Extension Request. The Company will
deliver an Application for Amendment to Standby Letter of
Credit requesting the extension of the Stated Expiry Date
of Letter of Credit No. LASB-222630 from August 1, 1995 to
August 1, 1996.
(e) Certificate for Permanent Reduction
of Stated Amount. The Issuing Bank shall have received a
Certificate for Permanent Reduction of Stated Amount in
the form of Exhibit C to Letter of Credit No. LASB-222630,
reducing the Stated Amount of such Letter of Credit to $
22,675,000.
6. Miscellaneous.
(a) Except as amended herein, the
Reimbursement Agreement shall remain unchanged and in full
force and effect. Each reference in the Reimbursement
Agreement to "this Agreement," "herein," "hereof," and
words of similar import, shall be deemed a reference to
the Reimbursement Agreement as amended hereby.
(b) This Amendment shall be governed by
and construed in accordance with the laws of the State
of California.
(c) The Company shall reimburse the Issuing
Bank for its out-of-pocket expenses, including legal fees
and disbursements of counsel to the Issuing Bank, incurred
in connection with the negotiation, execution and delivery
of this Amendment.
(d) This Amendment may be executed in any
number of counterparts, all of which taken together shall
constitute one and the same amendatory instrument and any
of the parties hereto may execute this Amendment by signing
any such counterpart.
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be executed and delivered by
their duly authorized officers, all as of the day and
year first above written.
THE CHARLES SCHWAB CORPORATION
By: /s/ A. John Gambs
Title: Executive Vice President and
Chief Financial Officer
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: Steven W. Kastenholz
Vice Pesident
[The Charles Schwab Corporation]
[LOGO]
August 4, 1995
Mr. Steve Kastenholz
Bank of America
Securities & Commodities Division
231 South LaSalle Street
Chicago,IL 60697
RE: Reimbursement Agreement
Dear Steve:
Reference is made to the Reimbursement Agreement dated
as of December 19,1994 between The Charles Schwab
Corporation, a Delaware corporation (the "Company"),
and Bank of America National Trust and Savings Association,
a national banking association (the "Bank"), as letter of
credit issuing bank (hereafter, together with any successor
thereto in such capacity called the "Issuing Bank"), as
amended by that certain Amendment to Reimbursement
Agreement dated as of July 31, 1995 (as so amended, the
"Reimbursement Agreement"). Capitalized terms used but
not defined herein are used with the meanings set forth
for those terms in the Reimbursement Agreement.
Pursuant to Section 1.1 of the Reimbursement Agreement,
the Company is entitled to reduce the amount of the Letter
of Credit Commitment upon written notice to the Issuing Bank.
Accordingly, the Company hereby gives notice that it desires
to reduce said amount to $10,375,000, effective as of
August 7, 1995.
I have enclosed an extra copy of this letter. Please
acknowledge the reduction in the Letter of Credit
Commitment by signing in the designated space below,
and return the signed copy to Neil Pack's attention.
Please contact Neil if you have any questions
regarding the foregoing. Thank you for your cooperation.
Sincerely,
/s/ A. John Gambs
A. John Gambs
Executive Vice President &
Chief Financial Officer
AGREED AND ACKNOWLEDGED:
Bank of America NT&SA
By: /s/ Steven W. Kastenholz
Its: Vice President