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EXHIBIT 10.165
THIRD AMENDMENT TO
REVOLVING SUBORDINATED LOAN AGREEMENT
This Third Amendment to Revolving Subordinated Loan Agreement ("this Third
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 12th day of December, 1995. Unless otherwise specified herein, all
capitalized terms herein shall have the meanings ascribed to them in the
Revolving Subordinated Loan Agreement dated as of September 29, 1988, as
amended by a First Amendment thereto dated as of April 18, 1990 and a Second
Amendment thereto dated as of November 1, 1991, both between the Lender and the
Organization (collectively, the "Agreement").
WHEREAS, the Organization and the Lender desire to amend the Agreement to
increase the permissible aggregate principal amount of loans outstanding at any
one time from $180,000,000 to $250,000,000.
NOW, THEREFORE, the Organization and the Lender hereby amend the Agreement as
follows:
1. The figure "$250,000,000" shall be and hereby is substituted
in place of the figure "$180,000,000" 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 November 1, 1991 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 that 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 Roll-Over Attachment shall become part of the
Agreement as amended by this Third 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, this Third Amendment is executed as of December 12, 1995 at
San Francisco, California.
THE ORGANIZATION:
CHARLES SCHWAB & CO., INC.
By /s/ Christopher V. Dodds
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Christopher V. Dodds
Its Senior Vice President and Treasurer
THE LENDER:
THE CHARLES SCHWAB CORPORATION
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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Exhibit A
REVOLVING NOTE
$250,000,000 Date: December 12, 1995
For value received, the undersigned Charles Schwab & Co., Inc.
("Organization") hereby promises to pay to the order of The Charles Schwab
Corporation ("Lender") the principal 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, a Second Amendment thereto between the Organization
and the Lender dated as of November 1, 1991, and a Third Amendment thereto
between the Organization and the Lender dated as of December 12, 1995,
(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
principal amount of each advance from the date of such advance until such
principal is paid, at 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 principal 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, 1997.
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
November 1, 1991 in the maximum principal amount of $180,000,000, delivered by
the Organization to the Lender.
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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/ Christopher V. Dodds
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Christopher V. Dodds
Senior Vice President and Treasurer
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Exhibit B
ROLL-OVER ATTACHMENT
Additional provision for Revolving Subordinated Loan Agreement, as amended,
between The Charles Schwab Corporation ("Lender") and Charles Schwab & Co.,
Inc. ("Organization").
Principal Amount: $ 250,000,000
Date of Agreement: September 29, 1988
Date of First Amendment to Agreement: April 18, 1990
Date of Second Amendment to Agreement: November 1, 1991
Date of Third Amendment to Agreement: December 12, 1995
Pursuant to the roll-over provisions of the Agreement as amended, the
Commitment Termination Date in Paragraph 1 of the Agreement is September 29,
1996, and the Scheduled Maturity Date in Paragraph 1 of the Agreement is
September 29, 1997. 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/ Christopher V. Dodds
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Christopher V. Dodds
Its Senior Vice President and Treasurer
THE LENDER
THE CHARLES SCHWAB CORPORATION
By /s/ A. John Gambs
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A. John Gambs
Its Executive Vice President and Chief
Financial Officer
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