Notice of any redemption will be mailed (or otherwise electronically delivered) at least 10
days but not more than 60 days before the redemption date to each holder of the notes to be redeemed. Once notice of redemption is mailed (or otherwise electronically delivered), the notes called for redemption will become due and payable on the
redemption date and at the applicable redemption price, plus accrued and unpaid interest to, but not including, the redemption date.
We
are not required to make mandatory redemption or sinking fund payments with respect to the notes. We may at any time and from time to time purchase notes in the open market or otherwise.
Comparable Treasury Issue means the U.S. Treasury security or securities selected by the Quotation Agent as having an actual or
interpolated maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a
comparable maturity to the remaining term of such notes.
Comparable Treasury Price means, with respect to any redemption
date, (A) the arithmetic average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Quotation Agent obtains fewer than five
such Reference Treasury Dealer Quotations, the arithmetic average of all such quotations for such redemption date.
Primary Treasury
Dealer means a primary U.S. Government securities dealer in the United States of America.
Quotation Agent means the
Reference Treasury Dealer that is selected by us to act as Quotation Agent in connection with an optional redemption, in addition to acting as a Reference Treasury Dealer; provided, however, that if such Reference Treasury Dealer ceases to be a
Primary Treasury Dealer, we will substitute another Primary Treasury Dealer.
Reference Treasury Dealer means each of
(i) Citigroup Global Markets Inc. (or its successor) or any affiliate that is a Primary Treasury Dealer, (ii) Credit Suisse Securities (USA) LLC (or its successor) or any affiliate that is a Primary Treasury Dealer, (iii) J.P. Morgan
Securities LLC (or its successor) or any affiliate that is a Primary Treasury Dealer, (iv) Merrill Lynch, Pierce, Fenner & Smith Incorporated (or its successor) or any affiliate that is a Primary Treasury Dealer, (v) Morgan
Stanley & Co. LLC (or its successor) or any affiliate that is a Primary Treasury Dealer, and (vi) one other Primary Treasury Dealer that is selected by us; provided, however, that if any of the foregoing or their affiliates cease to be
a Primary Treasury Dealer, we will substitute therefor another Primary Treasury Dealer.
Reference Treasury Dealer Quotations
means, with respect to each Reference Treasury Dealer and any redemption date, the arithmetic average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding such redemption date.
Treasury Rate means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity
or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
Limitations on Liens
As long as any of
the notes are outstanding, we will not, and will not permit any of our subsidiaries to, create, assume, incur or guarantee any indebtedness for borrowed money secured by a pledge, lien or other encumbrance on the voting securities of CS&Co.,
Schwab Bank, CSIM, or Schwab Holdings, Inc., without
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