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EXHIBIT 10.99
SECOND AMENDMENT TO
REVOLVING SUBORDINATION AGREEMENT
This Second Amendment to Revolving Subordinated Loan Agreement ("this Second
Amendment") is made and entered into by and between The Charles Schwab
Corporation (the "Lender") and Charles Schwab & Co., Inc. (the "Organization")
as of this 1st day of November, 1991. Unless otherwise specified herein, all
capitalized terms used herein shall have the meanings ascribed to them in
Revolving Subordinated Loan Agreement dated as of September 29, 1988, as amended
by a First Amendment thereto dated as of April 18, 1990, both between the Lender
and the Organization (collectively, the "Agreement").
WHEREAS, the Organization and the Lender desire to amend the Agreement to
decrease the permissible aggregate principle amount of loans outstanding at any
one time from $205,000,000 to $180,000,000.
NOW, THEREFORE, the Organization and the Lender hereby amend the Agreement as
follows:
1. The figure "$180 million" shall be and hereby is substituted
in place of the figure "$205 million" in the second paragraph
of paragraph "1." of the Agreement.
2. Contemporaneously with the execution hereof, the Organization
shall execute and deliver to the Lender a new promissory note
in the form attached hereto as Exhibit A (the "new Revolving
Note"), which new Revolving Note shall replace and supersede
the Revolving Note dated April 18, 1990 made and delivered by
the Organization to the Lender.
3. Contemporaneously with the execution hereof, the Lender and
the Organization shall execute a Roll-Over Attachment in the
form attached hereto as Exhibit B (the "Roll-Over
Attachment"), pursuant to which the Lender and the
Organization agree the Commitment Termination Date and the
Scheduled Maturity Date shall in each year, without further
action by either the Lender or the Organization, be extended
to September 29 of the following year, unless on or before
the day twelve month preceding the Scheduled Maturity Date
then in effect, the Lender shall notify the Organization in
writing, with a written copy to the New York Stock Exchange,
Inc., that the Commitment Termination Date and the Scheduled
Maturity Date then in effect shall not be extended. The
Roll-Over Attachment shall become part of the Agreement as
amended by this Second Amendment.
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4. Except for the amendment, expressly specified above, all other
provisions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the Second Amendment is executed as of November 1, 1991 at
San Francisco, California.
THE ORGANIZATION:
CHARLES SCHWAB & CO., INC.
By: /s/ A. John Gambs
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A. John Gambs
Its: Executive Vice President - Finance and
Chief Financial Officer
THE LENDER:
THE CHARLES SCHWAB CORPORATION
By: /s/ Lawrence J. Stupski
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Lawrence J. Stupski
Its: President and Chief Operating Officer
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Exhibit A
REVOLVING NOTE
$180,000,000 Date: November 1, 1991
For value received, the undersigned Charles Schwab & Co., Inc.
("Organization") hereby promises to pay to the order of The Charles Schwab
Corporation ("Lender") the principle amount of each advance made by the Lender
to the Organization under the terms of a Revolving Subordinated Loan Agreement
between the Organization and the Lender dated as of September 29, 1988, as
amended by a First Amendment thereto between the Organization and the Lender
dated as of April 18, 1990, and further amended by a Second Amendment thereto
between the Organization and the Lender dated as of November 1, 1991,
(collectively, the "Agreement"), as shown in the schedule attached hereto and
any continuation thereof, payable at such times as are specified in the
Agreement. The undersigned also promises to pay interest on the unpaid principle
amount of such advance from the date of such advance until such principle is
paid, and the rates per annum, and payable at such times, as are specified in
the Agreement. The Note shall be subject to the Agreement, and all principle and
interest payable hereunder shall be due and payable in accordance with the terms
of the Agreement. Terms defined in the Agreement are used herein with the same
meanings.
The maturity date of this Revolving Note shall be September 29, 1993.
The maturity date shall in each year, without further action by either the
Lender or the Organization, be extended to September 29 of the following year,
unless on or before the day twelve months preceding the maturity date then in
effect, the Lender shall notify the Organization in writing, with a written copy
to the New York Stock Exchange, Inc., that such maturity date shall not be
extended.
This Revolving Note replaces and supersedes the Revolving Note dated
April 18, 1990 in the maximum principle amount of $205,000,000 delivered by the
Organization to the Lender.
IN WITNESS WHEREOF, the undersigned has caused this Revolving Note to
be executed by its officer thereunto duly authorized and directed by appropriate
corporate authority.
CHARLES SCHWAB & CO., INC.
By: /s/ A. John Gambs
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A. John Gambs
Its: Executive Vice President - Finance and
Chief Financial Officer
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ROLL-OVER ATTACHMENT
Additional provision for Revolving Subordinated Loan Agreement, as amended,
between The Charles Schwab Corporation ("Lender") and Charles Schwab & Co.,
Inc.("Organization").
PRINCIPLE AMOUNT: $180,000,000
DATE OF AGREEMENT: September 29, 1988
DATE OF FIRST AMENDMENT TO AGREEMENT: April 18, 1990
DATE OF SECOND AMENDMENT TO AGREEMENT: November 1, 1991
Pursuant to the roll-over provisions of the Agreement as amended, the Commitment
Termination Date in Paragraph 1 of the Agreement is September 29, 1992, and the
Scheduled Maturity Date in Paragraph 1 of the Agreement is September 29, 1993.
The Commitment Termination Date and the Scheduled Maturity Date shall in each
year, without further action by either the Lender or the Organization, be
extended to September 29 of the following year, unless on or before the day
twelve months preceding the Scheduled Maturity Date then in effect, the Lender
shall notify the Organization, in writing, with a written copy to the New York
Stock Exchange, Inc., that the commitment Termination Date and the Scheduled
Maturity Date then in effect shall not be extended.
THE ORGANIZATION:
CHARLES SCHWAB & CO., INC.
By: /s/ A. John Gambs
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A. John Gambs
Its: Executive Vice President - Finance and
Chief Financial Officer
THE LENDER:
THE CHARLES SCHWAB CORPORATION
By: /s/ Lawrence J. Stupski
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Lawrence J. Stupski
Its: President and Chief Operating Officer