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Credit Agreement

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Title:

Credit Agreement

Entities:

Chase Manhattan Bank; Citibank, NA; Citicorp USA, Inc.; Citigroup Global Markets Inc.; Commerzbank AG; Gildan Activewear Inc.; JPMorgan Chase Bank; McGraw-Hill Companies Inc.; PNC Bank, NA; Bank of America, NA; Bank of New York; Charles Schwab Corp.

Date:

2006

Size:

Preview shows 62KB of 191KB total

Price:

$77

ID:

#2281382

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$800,000,000

CREDIT AGREEMENT

(364-DAY COMMITMENT)

dated as of June 16, 2006

Among

THE CHARLES SCHWAB CORPORATION

and

CITICORP USA, INC.,

as Administrative Agent

and

THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

and

BANK OF AMERICA, N.A.

CALYON NEW YORK BRANCH

JPMORGAN CHASE BANK, N.A.

and

LLOYDS TSB BANK PLC

as Co-Documentation Agents

and

CITIGROUP GLOBAL MARKETS INC.,

as Sole Lead Arranger and Sole Book Manager

Table of Contents


			Page

1.	DEFINITIONS		1

2.	THE CREDIT FACILITY		11

	2.1	The Revolving Credit Facility	11
	2.2	Term Loan Facility	11
	2.3	Evidence of Borrowing/Promissory Notes	12
	2.4	Making of Revolving Loans and Term Loans, Borrowings; Interest Periods; Notice	12
	2.5	Conversion and Continuation Elections	14
	2.6	Interest Periods	15
	2.7	Interest Rates	15
	2.8	Substitute Rates	16
	2.9	Fees	17
	2.10	Reduction of Credit	17
	2.11	Termination Date; Extensions	18
	2.12	Payments by the Lenders to the Agent	18
	2.13	Sharing of Payments, Etc.	19
	2.14	Computation of Fees and Interest	19

3.	PAYMENT		20

	3.1	Repayment	20
	3.2	Method of Payment	20
	3.3	Optional Prepayment	20
	3.4	Taxes/Net Payments	20
	3.5	Illegality	21
	3.6	Increased Costs and Reduction of Return	22
	3.7	Funding Losses	22
	3.8	Certificates of Lenders	23
	3.9	Substitution of Lenders	23
	3.10	Survival	23

4.	CONDITIONS		23

	4.1	Conditions Precedent to the Effectiveness of this Agreement	23
	4.2	Conditions Precedent to Revolving Loans and Term Loans	24

5.	REPRESENTATIONS AND WARRANTIES		25

	5.1	Organization and Good Standing	25
	5.2	Corporate Power and Authority	25


	5.3	Enforceability	26
	5.4	No Violation of Laws or Agreements	26
	5.5	No Consents	26
	5.6	Financial Statements	26
	5.7	Broker Subsidiary Licenses, Etc.	26
	5.8	Broker Subsidiary/Broker Registration	26
	5.9	Broker Subsidiary/SIPC	26
	5.10	Taxes	27
	5.11	ERISA	27
	5.12	No Extension of Credit for Default Remedy/Hostile Acquisition	27
	5.13	Use of Proceeds/Margin Regulations	27
	5.14	Authorized Persons	27
	5.15	Material Contracts	27
	5.16	Litigation	27
	5.17	Investment Company	28

6.	AFFIRMATIVE COVENANTS		28

	6.1	Notice of Events of Default	28
	6.2	Financial Statements	28
	6.3	Insurance	28
	6.4	Books and Records	28
	6.5	Change in Business	28
	6.6	Capital Requirements	28

7.	NEGATIVE COVENANTS		29

	7.1	Net Capital	29
	7.2	Minimum Stockholders Equity	29
	7.3	Merger/Disposition of Assets	29
	7.4	Broker Subsidiary Indebtedness	29
	7.5	Indebtedness Secured by Subsidiary Stock	30
	7.6	Liens and Encumbrances	30

8.	EVENTS OF DEFAULT		30

	8.1	Defaults	30
	8.2	Remedies	32

9.	THE AGENT		32

	9.1	Appointment and Authorization	32
	9.2	Delegation of Duties	33
	9.3	Liability of Agent	33
	9.4	Reliance by Agent	33
	9.5	Notice of Default	34
	9.6	Credit Decision	34


	9.7	Indemnification of Agent	34
	9.8	Agent in Individual Capacity	35
	9.9	Successor Agent	35
	9.10	Withholding Tax	35
	9.11	Co-Agents	37

10.	MISCELLANEOUS		37

	10.1	Amendments and Waivers	37
	10.2	Notices	38
	10.3	No Waiver-Cumulative Remedies	39
	10.4	Costs and Expenses	39
	10.5	Borrower Indemnification	40
	10.6	Payments Set Aside	41
	10.7	Successors and Assigns	41
	10.8	Assignments, Participations Etc.	41
	10.9	Confidentiality	43
	10.10	Notification of Addresses, Lending Offices, Etc.	44
	10.11	Counterparts	44
	10.12	Severability	44
	10.13	No Third Parties Benefited	44
	10.14	Governing Law and Jurisdiction	45
	10.15	Waiver of Jury Trial	45
	10.16	Entire Agreement	45
	10.17	Headings	45
	10.18	USA Patriot Act	46

SCHEDULES:

Schedule 1- Lenders Commitments

Schedule 2 - List of Borrowing Agreements

Schedule 6.2 - Compliance Certificate

Schedule 10.2 - Notices

EXHIBITS:

Exhibit A-1 - Revolving Note

Exhibit A-2 - Term Note

Exhibit B - Borrowing Advice

Exhibit C - Notice of Conversion/Continuation

Exhibit D - Commitment and Termination Date Extension Request

Exhibit E - Borrowers Opinion of Counsel

Exhibit F - Form of Assignment and Acceptance

CREDIT AGREEMENT (364-DAY COMMITMENT)

THIS CREDIT AGREEMENT (364-DAY COMMITMENT) (this Agreement) is entered into as of June 16, 2006, among The Charles Schwab Corporation, a Delaware corporation (the Borrower), the several financial institutions from time to time party to this Agreement (collectively the Lenders; individually each a Lender), and Citicorp USA, Inc., as administrative agent for the Lenders (the Agent).

WHEREAS, the Lenders are willing to make from time to time Revolving Loans to the Borrower through June 15, 2007, and to make Term Loans to the Borrower on or before June 15, 2007 and maturing no later than June 13, 2008, upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants herein contained, the parties hereto agree as follows:

1.	DEFINITIONS. The following terms have the following meanings:


Affiliate:		As to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, membership interests, by contract, or otherwise.

Agent:		Citicorp USA in its capacity as administrative agent for the Lenders hereunder and any successor agent appointed under Section 9.9.

Agent-Related Persons:		Citicorp USA and any successor agent appointed under Section 9.9, together with Citicorp USAs Affiliate, the Arranger, and the officers, directors, employees, agents and attorney-in-fact of such Persons and Affiliate.

Agreement:		This Credit Agreement.

Agents Payment Office:		The address for payments set forth on the signature page hereto in relation to the Agent, or such other address as the Agent may from time to time specify.

Applicable Margin:		(i) with respect to Federal Funds Rate Loans, 0.325%; and

		(ii) with respect to Eurodollar Rate Loans, 0.325%.


Arranger:		Citigroup Global Markets Inc.

Assignee:		The meaning specified in Section 10.8.

Attorney Costs:		Without duplication, (1) all fees and disbursements of any law firm or other external counsel, and (2) the allocated cost of internal legal services and all disbursements of internal counsel.

Bank Subsidiary:		Any national member bank (as defined in 12 U.S.C. 1813(d)(1)) or state member bank (as defined in 12 U.S.C. 1813(d)(2)) that is a subsidiary (as defined in 12 U.S.C. 1841(d)) of the Borrower.

Bankruptcy Code:		The Federal Bankruptcy Reform Act of 1978 (11 U.S.C. 101, et seq.), as amended.

Base Rate:		For any day, the higher of: (a) 0.475% per annum above the Federal Funds Rate; and (b) the rate of interest in effect for such day as publicly announced from time to time by Citibank, N.A. as its Base Rate. The Base Rate is a rate set by Citibank, N.A. based upon various factors including Citibank, N.A.s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Citibank, N.A. shall take effect at the opening of business on the day specified in the public announcement of such change.

Base Rate Loan:		A Revolving Loan or Term Loan that bears interest based on the Base Rate.

Borrowing:		A borrowing hereunder consisting of Revolving Loans or Term Loans of the same Type made to the Borrower on the same day by the Lenders under Section 2 and, other than in the case of a Base Rate Loan or Federal Funds Rate Loan, having the same Interest Period.

Borrowing Advice:		A written request made by the Borrower with respect to any Loan substantially in the form of Exhibit B specifying the information required in Section 2.4 hereof and executed by the Borrower from time to time.

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