Amendment to Credit Agreement (364-Day Commitment)



 Exhibit 10.299 
 EXECUTION COPY 
 LETTER AMENDMENT 
 Dated as of August 3, 2007 
 To the
banks, financial institutions 
 and other institutional lenders 
 (collectively, the “Lenders”) parties 
 to the Credit Agreement referred to 
 below and to Citicorp USA, Inc., as agent 
 (the “Agent”) for the Lenders 
 Ladies and Gentlemen: 
 We refer to the Credit Agreement (364-Day Commitment) dated as of June 15, 2007 (the “Credit Agreement”) among the undersigned and you. Capitalized terms not otherwise defined in this Letter
Amendment have the same meanings as specified in the Credit Agreement. 
 It is hereby agreed by you and us as follows: 
 The definition of “Minimum Stockholders’ Equity” in Section 1 of the Credit Agreement is, effective as of the date of this Letter
Amendment, hereby amended in full to read as follows: 
  

			
	 Minimum
 Stockholders’ Equity:
	  	As of the Closing Date, and the last day of each fiscal quarter thereafter, the greater of:
		
		  	 (a)    $1,800,000,000, or
  
 (b)    the sum of –
  
 (i)        $1,800,000,000,
plus
  
 (ii)        50% of
the sum of cumulative Net Earnings for each fiscal quarter commencing with the fiscal quarter ended September 30, 2007.


 The Borrower hereby certifies that, as of the date hereof, the representations and warranties
contained in Section 5 of the Credit Agreement are correct and no Default or an Event of Default has occurred and is continuing. 
 This Letter Amendment shall become effective as of the date first above written when, and only when, the Agent shall have received counterparts of this Letter Amendment executed by the undersigned and the Required Lenders. This Letter
Amendment is subject to the provisions of Section 10.1 of the Credit Agreement. 
 On and after the effectiveness of this Letter
Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes to “the Credit
Agreement”, “thereunder”, “thereof” or words 








 
of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Letter Amendment. 
 The Credit Agreement and the Notes, as specifically amended by this Letter Amendment, are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the
Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. 
 If you agree to the terms and provisions hereof,
please evidence such agreement by executing and returning at least two counterparts of this Letter Amendment to Susan L. Hobart, Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022. 
 This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of
a manually executed counterpart of this Letter Amendment. 
 This Letter Amendment shall be governed by, and construed in accordance with,
the laws of the State of California. 
  

					
	Very truly yours,
	
	THE CHARLES SCHWAB CORPORATION
		
	By	 	/s/ Carrie L.
Dolan                                        

		 	Name:	 	Carrie L. Dolan
		 	Title:	 	Senior Vice President and Treasurer


 Agreed as of the date first above written: 
  

			
	CITICORP USA, INC.,
	 as Agent and as Lender

		
	By:	 	/s/ Kevin
Ege                                        
    
	Name: Kevin Ege
	Title:   Vice President
	
	BANK OF AMERICA, N.A.
		
	By:	 	/s/ Garfield
Johnson                                
	Name: Garfield Johnson
	Title:   Senior Vice President

  

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	CALYON NEW YORK BRANCH
		
	By:	 	/s/ Sebastian Rocco                            

	Name: Sebastian Rocco
	Title:   Managing Director
		
	By:	 	/s/ Kerwen Pearson                            

	Name: Kerwen Pearson
	Title:   Vice President
	
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	/s/ Therese Bechet                            

	Name: Therese Bechet
	Title:   Managing Director
	
	LLOYDS TSB BANK PLC
		
	By:	 	/s/ Michael J.
Gilligan                            
	Name: Michael J. Gilligan
	Title:   Managing Director
		
	By:	 	/s/ Elaine B. Kallenbach                        
	Name: Elaine B. Kallenbach
	Title:   Associate Director
	
	BNP PARIBAS
		
	By:	 	/s/ Frank Sodano                            

	Name: Frank Sodano
	Title:   Managing Director
		
	By:	 	/s/ David Seaman                            

	Name: David Seaman
	Title:   Director

 NORDDEUTSCHE LANDESBANK GIROZENTRALE, 
 NEW YORK AND/OR CAYMAN ISLANDS BRANCH 

			
		
	By:	 	                                      
                  
	Name:
	Title:
		
	By:	 	
	Name:
	Title:

  
  
  

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	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	/s/ Edward J.
Chidiac                            
	Name: Edward J. Chidiac
	Title:   Managing Director

 WELLS FARGO BANK, NATIONAL ASSOCIATION 

			
		
	By:	 	/s/ Beth McGinnis                            

	Name: Beth McGinnis
	Title:   Senior Vice President/Loan Team Manager
	
	WESTLB AG, NEW YORK BRANCH
		
	By:	 	/s/ Wendy Ferguson                            

	Name: Wendy Ferguson
	Title:    Director
		
	By:	 	/s/ Dee Dee Sklar                            

	Name: Dee Dee Sklar
	Title:   Managing Director
	
	BANK OF HAWAII
		
	By:	 	/s/ Steven R.
Nakahara                            
	Name: Steven R. Nakahara
	Title:   Vice President

 COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES 

			
		
	By:	 	William M.
Earley                                
	Name: William M. Earley
	Title:   Senior Vice President
		
	By:	 	/s/ Joseph J.
Hayes                                
	Name: Joseph J. Hayes
	Title:   Vice President
	
	DEUTSCHE BANK AG NEW YORK BRANCH
		
	By:	 	/s/ Charles Kohler                            

	Name: Charles Kohler
	Title:   Managing Director
		
	By:	 	/s/ Jeffrey Bisig                            

	Name: Jeffrey Bisig
	Title:   Director

  

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	HARRIS N.A.
		
	By:	 	/s/ Linda
Haven                                
	Name: Linda Haven
	Title:   Managing Director
	
	HSBC BANK USA, N.A.
		
	By:	 	/s/ Joseph Travaglione                        
	Name: Joseph Travaglione
	Title:   Senior Vice President
	
	MELLON BANK, N.A.
		
	By:	 	/s/ Thomas
Caruso                                
	Name: Thomas Caruso
	Title:   First Vice President
	
	STATE STREET BANK AND TRUST COMPANY
		
	By:	 	/s/ James H.
Reichert                            
	Name: James H. Reichert
	Title:   Vice President
	
	UBS LOAN FINANCE LLC
		
	By:	 	/s/ Mary E. Evans                            

	Name: Mary E. Evans
	Title:   Associate Director
		
	By:	 	/s/ David B.
Julie                                
	Name: David B. Julie
	Title:   Associate Director

  

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