Ninth Supplemental Indenture, dated as of November 30, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A

EX-4.1 2 exhibit418-kninthsupplemen.htm EXHIBIT 4.1 Exhibit

Exhibit 4.1

THE CHARLES SCHWAB CORPORATION, as Issuer

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

____________________

4.45% Senior Notes due 2020

3.225% Senior Notes due 2022

3.000% Senior Notes due 2025

3.450% Senior Notes due 2026

____________________

Ninth Supplemental Indenture

Dated as of November 30, 2017

Senior Indenture dated as of June 5, 2009

Table of Contents



	Page

ARTICLE I TERMS AND CONDITIONS OF THE NOTES
Section 1.01 Form of Notes	2
Section 1.02 Optional Redemption	2

ARTICLE II MISCELLANEOUS
Section 2.01 Counterparts	3
Section 2.02 Governing Law	3
Section 2.03 Trustee	3

Schedule 1 List of Supplemental Indentures and Notes	A-1

NINTH SUPPLEMENTAL INDENTURE, dated as of November 30, 2017 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”) by and among THE CHARLES SCHWAB CORPORATION (the

“Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as

trustee (the “Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and

ratable benefit of the holders of the Notes (as defined below and listed on Schedule 1).

WHEREAS, the Company has duly authorized the execution and delivery of the Base

Indenture to provide for the issuance from time to time of senior debt securities to be issued

in one or more series as provided in the Base Indenture;

WHEREAS, the Company and the Trustee have entered into the Second

Supplemental Indenture dated July 22, 2010 (the “Second Supplemental Indenture”) which

established and provided for the issuance of the 4.45% Senior Notes due 2020 (the “2020

Notes”);

WHEREAS, the Company and the Trustee have entered into the Third Supplemental

Indenture dated August 27, 2012 (the “Third Supplemental Indenture”) which established

and provided for the issuance of the 3.225% Senior Notes due 2022 (the “2022 Notes”);

WHEREAS, the Company and the Trustee have entered into the Sixth Supplemental

Indenture dated March 10, 2015 (the “Sixth Supplemental Indenture”) which established

and provided for the issuance of the 3.000% Senior Notes due 2025 (the “2025 Notes”);

WHEREAS, the Company and the Trustee have entered into the Seventh

Supplemental Indenture dated November 13, 2015 (the “Seventh Supplemental Indenture”

and, collectively with the Second Supplemental Indenture, the Third Supplemental Indenture

and the Sixth Supplemental Indenture, the “Supplemental Indentures”) which established

and provided for the issuance of the 3.450% Senior Notes due 2026 (the “2026 Notes” and,

collectively with the 2020 Notes, the 2022 Notes and the 2025 Notes, the “Notes”);

WHEREAS, the Company wishes to amend Section 4.01 of the Supplemental

Indentures with respect to the Notes to surrender the Company’s right that would otherwise

apply under such section to redeem the Notes before June 1, 2018;

WHEREAS, Article IX of the Base Indenture provides that a supplemental indenture

may be entered into by the parties without the consent of any holders of the Notes to

surrender any right or power therein conferred upon the Company provided certain conditions

are met;

WHEREAS, the conditions set forth in the Base Indenture for the execution and

delivery of this Ninth Supplemental Indenture have been met; and

WHEREAS, all things necessary to make this Ninth Supplemental Indenture a valid

and legally binding agreement of the parties, in accordance with its terms, and a valid and

legally binding amendment of, and supplement to, the Base Indenture with respect to the

Notes have been done;

NOW, THEREFORE:

ARTICLE I

TERMS AND CONDITIONS OF THE NOTES

The terms and conditions of the Notes are hereby amended as follows:

Section 1.01 Form of Notes. (a) The Forms of Notes, for the 2020 Notes, the 2022

Notes and 2026 Notes, attached as Exhibit A to the applicable Supplemental Indenture, and,

for the 2025 Notes, attached as Exhibit B to the applicable Supplemental Indenture, shall

hereby be amended by deleting and replacing the first sentence of the first paragraph of

Section 6 (titled Optional Redemption) on the Reverse of the Notes, such that as so amended,

will read as follows:

“The Issuer may redeem the Notes in whole or in part, at its option, at any

time or from time to time, on or after June 1, 2018, prior to maturity on at

least 30 days, but not more than 60 days, prior notice mailed to the

registered address of each Holder of the Notes (the “Redemption Date”).”

(b) The Form of Notes for the 2026 Notes, attached as Exhibit A to the applicable

Supplemental Indenture, and, for the 2025 Notes, attached as Exhibit B to the applicable

Supplemental Indenture, shall hereby be amended by inserting “on or after June 1, 2018 and”

into the first sentence of the second paragraph of Section 6 (titled Optional Redemption), such

that as so amended, the beginning of the paragraph will read as follows:

“If any or all of Notes are redeemed on or after June 1, 2018 and

before….”

Section 1.02 Optional Redemption.


(a)	Subparagraph (b) in Section 4.01 of the Second Supplemental Indenture with regard

to the 2020 Notes is hereby amended by inserting “on or after June 1, 2018” so that the

beginning of the subparagraph reads “At any time and from time to time, on or after June 1,

2018,…”.

(b) Subparagraph (b) in Section 4.01 of the Third Supplemental Indenture with regard to

the 2022 Notes is hereby amended by inserting “on or after June 1, 2018” so that the

beginning of the subparagraph reads “At any time and from time to time, on or after June 1,

2018,…”.

the 2025 Notes is hereby amended by deleting and replacing “Prior” with “On or after June 1,

2018 and prior” so that the beginning of the subparagraph reads “On or after June 1, 2018

and prior to December 10, 2024,…”.

(d) Subparagraph (b) in Section 4.01 of the Seventh Supplemental Indenture with regard

to the 2026 Notes is hereby amended by deleting and replacing “Prior” with “On or after June

1, 2018 and prior” so that the beginning of the subparagraph reads “On or after June 1, 2018

and prior to November 13, 2025,…”.

ARTICLE II

MISCELLANEOUS

Section 2.01 Counterparts. The parties hereto may sign one or more copies of this

Ninth Supplemental Indenture in counterparts, all of which together shall constitute one and

the same agreement.

Section 2.02 Governing Law. THIS NINTH SUPPLEMENTAL INDENTURE

AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE

WITH, THE LAWS OF THE STATE OF CALIFORNIA.

Section 2.03 Trustee. The Trustee makes no representations as to the validity or

sufficiency of this Ninth Supplemental Indenture. The recitals herein are deemed to be those

of the Company and not of the Trustee.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental Indenture

to be duly executed as of the day and year first written above.



THE CHARLES SCHWAB CORPORATION,
as Issuer

By:	/s/ Peter Crawford
	Name: Peter Crawford
	Title: Executive Vice President and Chief
	Financial Officer



THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A. as Trustee

By:	/s/ R. Tarnas
	Name: R. TARNAS
	Title: VICE PRESIDENT

SCHEDULE I

LIST OF SUPPLEMENTAL INDENTURES AND NOTES



SUPPLEMENTAL INDENTURE	NOTES

Second Supplemental Indenture dated July 22, 2010	4.45% Senior Notes due 2020
Third Supplemental Indenture dated August 27, 2012	3.225% Senior Notes due 2022
Sixth Supplemental Indenture dated March 10, 2015	3.000% Senior Notes due 2025
Seventh Supplemental Indenture dated November 13, 2015	3.450% Senior Notes due 2026

A-1