EX-4.52


  Exhibit 4.52

 
 THE CHARLES SCHWAB CORPORATION, as Issuer

and
 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as
Trustee
 ____________________
 4.200% Senior Notes
due 2025
 4.625% Senior Notes due 2030

____________________
 Fourteenth Supplemental
Indenture
 Dated as of March 24, 2020
 to

Senior Indenture dated as of June 5, 2009
  

 

 
	 
 
		 



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 Table of Contents

Page

	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	Section 1.01   Definitions	1
	Section 1.02   Conflicts with Base Indenture	4
	ARTICLE II FORM OF NOTES	4
	Section 2.01   Form of Notes	4
	ARTICLE III THE NOTES	4
	Section 3.01   Amount; Series; Terms.	4
	Section 3.02   Denominations	5
	Section 3.03   Execution, Authentication, Delivery and Dating	5
	Section 3.04   Additional Notes	6
	ARTICLE IV OPTIONAL REDEMPTION OF SECURITIES	7
	Section 4.01   Optional Redemption.	7
	ARTICLE V COVENANTS AND REMEDIES	9
	Section 5.01   Limitations on Liens	9
	ARTICLE VI SUPPLEMENTAL INDENTURES	9
	Section 6.01   Supplemental Indentures with Consent of Holders	9
	ARTICLE VII MISCELLANEOUS	9
	Section 7.01   Sinking Funds	9
	Section 7.02   Conversion of Notes	10
	Section 7.03   Reports by the Company	10
	Section 7.04   Confirmation of Indenture	10
	Section 7.05   Counterparts	10
	Section 7.06   Governing Law	10
	Section 7.07   Trustee	10
	 	 
	Exhibit AForm of 2025 Note	A-1
	Exhibit BForm of 2030 Note	A-10

  
 


 
 

 
	 
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 FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of March 24, 2020 (“Supplemental Indenture”), 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” and, as amended, modified and supplemented by
this Supplemental Indenture, the “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:

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 has duly authorized the execution and delivery, and
desires and has requested the Trustee to join it in the execution and delivery, of this Supplemental Indenture in order to establish and provide for the issuance by the Company of two new series of Securities designated as its 4.200% Senior Notes
due 2025 (the “2025 Notes”) and its 4.625% Senior Notes due 2030 (the “2030 Notes” and, together with the 2025 Notes, the “Notes”), on the terms set forth herein;

WHEREAS, Article IX of the Base Indenture provides that a supplemental indenture may be entered into by the parties for such purpose provided certain
conditions are met;
 WHEREAS, the conditions set forth in the Base Indenture for the execution and delivery of this Supplemental Indenture have been met;
and
 WHEREAS, all things necessary to make this 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


 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 

 Section
1.01        Definitions. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in
the Base Indenture. The words “herein”, “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section
hereof.
 As used herein, the following terms have the specified meanings:

“2025 Interest Payment Date” has the meaning set forth in Section 3.01(d) of this Supplemental Indenture.

 
	 
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 “2025 Notes” has the meaning specified in the recitals of this Supplemental Indenture.

“2025 Regular Record Date” has the meaning set forth in Section 3.01(d) of this Supplemental Indenture.

“2030 Interest Payment Date” has the meaning set forth in Section 3.01(d) of this Supplemental Indenture.

“2030 Notes” has the meaning specified in the recitals of this Supplemental Indenture.

“2030 Regular Record Date” has the meaning set forth in Section 3.01(d) of this Supplemental Indenture.

“Additional Notes” has the meaning specified in Section 3.04 of this Supplemental Indenture.

“Base Indenture” has the meaning specified in the recitals of this Supplemental Indenture.

“Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions in Los Angeles, California or
New York, New York are authorized or obligated by law or executive order to close.
 “Company” has the meaning specified in the recitals
of this Supplemental Indenture.
 “Comparable Treasury Issue” means the United States 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 pursuant to Section 4.01 of this Supplemental Indenture, (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.

“Depositary” means The Depository Trust Company or such other Depositary designated by the Company from time to time.

“EDGAR” means the Electronic Data Gathering, Analysis and Retrieval system or such successor system so designated by the Commission.

“Indenture” has the meaning specified in the recitals of this Supplemental Indenture.

 
	 
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 “Interest Payment Date” has the meaning set forth in Section 3.01(d) of this Supplemental Indenture.

“ISIN” means International Securities Identifying Number.

“Notes” has the meaning specified in the recitals of this Supplemental Indenture.

“Permitted Liens” has the meaning set forth in Section 5.01 of this Supplemental Indenture.

“Primary Treasury Dealer” means a primary U.S. Government securities dealer in the United States.

“Quotation Agent” means the Reference Treasury Dealer that is selected by the Company in connection with an optional redemption pursuant to
Article IV hereof to act as Quotation Agent in addition to acting as a Reference Treasury Dealer; provided, however, that if such Reference Treasury Dealer ceases to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury
Dealer.
 “Redemption Date,” when used with respect to any Note to be redeemed, means the date specified for redemption by the
Company.
 “Redemption Price” means, when used with respect to any Note to be redeemed, the price at which it is to be redeemed pursuant
to this Supplemental Indenture.
 “Reference Treasury Dealer” means each of (i) BofA Securities, Inc., (or its successor) or any affiliate
that is a Primary Treasury Dealer, (ii) Citigroup Global Markets Inc (or its successor) or any affiliate that is a Primary Treasury Dealer; (iii) Credit Suisse Securities (USA) LLC (or its successor) or any affiliate that is a Primary Treasury
Dealer; (iv) Goldman Sachs & Co. LLC (or its successor) or any affiliate that is a Primary Treasury Dealer; (v) J.P. Morgan Securities LLC (or its successor) or any affiliate that is a Primary Treasury Dealer; and (vi) one other Primary Treasury
Dealer that is selected by the Company; provided, however, that if any of the foregoing or their affiliates cease to be a Primary Treasury Dealer, the Company 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.
 “Regular Record Date” means collectively,
the 2025 Regular Record Date and the 2030 Regular Record Date.
 “Supplemental Indenture” has the meaning specified in the recitals of
this Supplemental Indenture.

 
	 
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 “Treasury Rate” means, with respect to any Redemption Date pursuant to Section 4.01 of this Supplemental Indenture,
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.
 “Voting Securities” has the meaning specified in Section 5.01 of this
Supplemental Indenture.
 Section
1.02        Conflicts with Base Indenture. In the event that any provision of this Supplemental Indenture limits, qualifies or
conflicts with a provision of the Base Indenture, such provision of this Supplemental Indenture shall control.

ARTICLE II


 FORM OF NOTES

 

 Section
2.01        Form of Notes. The Notes shall be substantially in the forms of Exhibit A and Exhibit B for the 2025 Notes and the
2030 Notes, respectively, hereto which are hereby incorporated in and expressly made a part of this Indenture.

ARTICLE III


 THE NOTES

 

 Section
3.01        Amount; Series; Terms.

(a)               There are hereby created and designated two series of Securities under
the Base Indenture: the title of the 2025 Notes shall be “4.200% Senior Notes Due 2025” and the title of the 2030 Notes shall be “4.625% Senior Notes Due 2030”. The changes, modifications and supplements to the Base Indenture
effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes of the applicable series and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a
supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.
 (b)               The aggregate principal amount of 2025 Notes that initially may be authenticated and
delivered under this Supplemental Indenture shall be limited to $600,000,000, and the aggregate principal amount of 2030 Notes that initially may be authenticated and delivered under this Supplemental Indenture shall be limited to $500,000,000, each
subject to increase as set forth in Section 3.04 of this Supplemental Indenture.

(c)             
   The Stated Maturity of the 2025 Notes shall be March 24, 2025 and the Stated Maturity of the 2030 Notes shall be March 22, 2030. The Notes shall be payable and may be presented for payment, redemption, registration of transfer and
exchange, without service charge, at the Corporate Trust Office.

 
	 
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(d)             
  The 2025 Notes shall bear interest at the rate of 4.200% per annum from and including March 24, 2020, or from and including the most recent date to which interest has been paid or duly provided for, as further provided in the form of
2025 Notes annexed hereto as Exhibit A. The 2030 Notes shall bear interest at the rate of 4.625% per annum from and including March 24, 2020, or from and including the most recent date to which interest has been paid or duly provided for, as further
provided in the form of 2030 Notes annexed hereto as Exhibit B. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. For the 2025 Notes, the dates on which such interest shall be payable (each, a “2025
Interest Payment Date”) shall be March 24 and September 24 of each year, commencing on September 24, 2020, and the “2025 Regular Record Date” for any interest payable on each such Interest Payment Date shall be the close
of business on the immediately preceding March 9 and September 9, respectively, whether or not a Business Day. For the 2030 Notes, the dates on which such interest shall be payable (each, a “2030 Interest Payment Date” and
together with the 2025 Interest Payment Date, an “Interest Payment Date”) shall be March 22 and September 22 of each year, commencing on September 22, 2020, and the “2030 Regular Record Date” for any interest
payable on each such Interest Payment Date shall be the close of business on the immediately preceding March 7 and September 7, respectively, whether or not a Business Day. Interest will be payable to the Holder of record on the applicable Regular
Record Date, provided, however, interest payable on the Stated Maturity of any series of the Notes will be paid to the person to whom the principal will be payable.

(e)             
   If any Interest Payment Date, Redemption Date or the Stated Maturity of the applicable series of Notes is not a Business Day, then the related payment of interest and/or principal payable, as applicable, on such date will be paid
on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, Redemption Date or Stated Maturity and no further interest will accrue as a result of such delay.

(f)             
   Each series of Notes will be issued in the form of one or more Global Securities, duly executed by the Company and authenticated by the Trustee as provided in Section 3.03 of this Supplemental Indenture and the Base Indenture and
deposited with the Trustee as custodian for the Depositary or its nominee.

(g)             
 
 Initially, the Trustee will act as Paying Agent. The Company may change any Paying Agent without notice to the Holders.
 
Section 3.02        Denominations. The Notes shall be issuable only in registered form without coupons and only in
denominations of $2,000 and any multiple of $1,000 in excess thereof.
 Section 3.03        Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its Chief Financial Officer or its Treasurer, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Notes may be manual or facsimile and shall not be
required to be under the Company’s corporate seal.

 
	 
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 Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the
Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

Pursuant to a Company Order, the Trustee shall authenticate for original issue Notes in an aggregate principal amount specified in the Company Order. The
Trustee shall be provided with an Officer’s Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be
authenticated and the date on which the original issue of Notes is to be authenticated.
 Each Note shall be dated the date of its authentication.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of
authentication substantially in the form provided for in the Base Indenture executed by the Trustee by manual or facsimile signature (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions
Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered
hereunder.
 Section
3.04        Additional Notes. The Company may, from time to time, subject to compliance with any other applicable provisions
of this Indenture, without notice to or consent of the Holders of the Notes, create and issue pursuant to this Indenture additional Notes of either series (“Additional Notes”) having terms and conditions set forth in this
Supplemental Indenture, identical to the Notes of one of the two series issued on the date hereof, except that Additional Notes may:
 (i)               have a different issue date than other Outstanding Notes of such series;

(ii)            
  have a different issue price than other Outstanding Notes of such series;
 (iii)             have a different initial Interest Payment Date than other Outstanding Notes of such series; and

(iv)            
have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on other Outstanding Notes of such series;
 provided, no
Additional Notes shall be issued unless such Additional Notes will be fungible for U.S. federal income tax and securities law purposes with Notes of one of the two series issued on the date hereof; and provided further, the Additional Notes have the
same CUSIP number as the Notes of one of the two series issued on the date hereof. No Additional Notes may be issued if on the issue date therefor, any Event of Default has occurred and is continuing.

 
	 
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 The Notes of any series issued on the date hereof and any Additional Notes of the same series shall be treated as a single class for all
purposes under this Indenture, including waivers, amendments and United States federal tax purposes.
 With respect to any issuance of Additional Notes, the
Company shall deliver to the Trustee a resolution of the Board of Directors or, if applicable, a certificate signed by the Chairman of the Board of Directors of the Company, the Chief Executive Officer, the Chief Financial Officer or the Treasurer
of the Company and an Officers’ Certificate in respect of such Additional Notes, which shall together provide the following information:

(i)       the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this
Indenture; and
 (ii)     the issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on
the first Interest Payment Date, the applicable series, the CUSIP number and corresponding ISIN of such Additional Notes.

ARTICLE IV


 OPTIONAL REDEMPTION OF SECURITIES

 

 Section
4.01        Optional Redemption. (a)The provisions of Article XI of the Base Indenture, as supplemented by the provisions
of this Supplemental Indenture, shall apply to the Notes.

(b)             
  On or after September 24, 2020, and prior to February 24, 2025, the 2025 Notes shall be redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically
delivered or mailed to each registered Holder of the 2025 Notes to be redeemed, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the 2025 Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of
the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the Redemption Date) discounted to the Redemption Date on a semiannual basis, assuming a
360-day year consisting of twelve 30-day months, at the Treasury Rate plus 50 basis points, plus, in either case, accrued and unpaid interest to, but not including, the Redemption Date for such 2025 Notes; provided, however, if the Redemption Date
is after a 2025 Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of record on the 2025 Regular Record Date.

(c)             
   On or after February 24, 2025, the 2025 Notes shall be redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each
registered Holder of the 2025 Notes to be redeemed, at a Redemption Price (calculated by the Company) equal to 100% of the principal amount of the 2025 Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date
for such 2025 Notes.

 
	 
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(d)             
  On or after September 24, 2020 and prior to December 22, 2029, the 2030 Notes shall be redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically
delivered or mailed to each registered Holder of the 2030 Notes to be redeemed, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the 2030 Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of
the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the Redemption Date) discounted to the Redemption Date on a semiannual basis, assuming a
360-day year consisting of twelve 30-day months, at the Treasury Rate plus 50 basis points, plus, in either case, accrued and unpaid interest to, but not including, the Redemption Date for such 2030 Notes; provided, however, if the Redemption Date
is after a 2030 Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of record on the 2030 Regular Record Date.

(e)             
   On or after December 22, 2029, the 2030 Notes shall be redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each
registered Holder of the 2030 Notes to be redeemed, at a Redemption Price (calculated by the Company) equal to 100% of the principal amount of the 2030 Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date
for such 2030 Notes.

(f)             
   On and after the Redemption Date for the applicable series of Notes to be redeemed, interest will cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the
Redemption Price and accrued interest, if any. On or before the Redemption Date for such Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the applicable series of Notes to be
redeemed on the Redemption Date, and accrued and unpaid interest, if any, on such Notes. If less than all of the applicable series of Notes are to be redeemed, such Notes to be redeemed shall be selected in accordance with the procedures of the
Depositary; provided, however, that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part.
 (g)               Notice of any redemption shall be electronically delivered or mailed at least 10 days but
not more than 60 days before the Redemption Date to each Holder of the applicable series of Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 5 days
prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the
Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) in the case
of the 2025 Notes, or in clause (d) or (e) in the case of the 2030 Notes shall be set forth in an Officer’s Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption
having been given as provided in the Indenture, the applicable series of Notes called for redemption shall become due and payable

 
	 
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 on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.

ARTICLE V


 COVENANTS AND REMEDIES

 

 Section
5.01        Limitations on Liens. The Company (or any successor corporation) will not, and will not permit any Subsidiary to,
create, assume, incur or guarantee any indebtedness for borrowed money secured by a pledge, lien or other encumbrance, except for Permitted Liens (defined below), on the Voting Securities (defined below) of Charles Schwab & Co., Inc.,
Charles Schwab Bank, SSB, Charles Schwab Investment Management, Inc., or Schwab Holdings, Inc. unless the Company shall cause the Notes to be secured equally and ratably with (or, at the Company’s option, prior to) any indebtedness secured
thereby. “Permitted Liens” means (i) liens for taxes or assessments or governmental charges or levies (a) that are not then due and delinquent, (b) the validity of which is being contested in good faith or (c) which are less than
$1,000,000 in amount; (ii) liens created by or resulting from any litigation or legal proceedings which are currently being contested in good faith by appropriate proceedings or which involve claims of less than $1,000,000; (iii) deposits to secure
(or in lieu of) surety, stay, appeal or customs bonds; and (iv) such other liens as the Board of Directors of the Company determines do not materially detract from or interfere with the present value or control of the Voting Securities subject
thereto or affected thereby. “Voting Securities” means stock of any class or classes having general voting power under ordinary circumstances to elect a majority of the board of directors, managers or trustees of the corporation
in question, provided that, for the purposes hereof, stock which carries only the right to vote conditionally on the happening of an event shall not be considered voting stock whether or not such event shall have happened.

ARTICLE VI


 SUPPLEMENTAL INDENTURES

 

 Section
6.01        Supplemental Indentures with Consent of Holders. The terms of this Supplemental Indenture may be modified as set
forth in Article IX of the Base Indenture. For the avoidance of doubt, no supplemental indenture shall, without the consent of the Holder of each Outstanding Note of a series affected thereby, reduce the Redemption Price of any Note of the same
series.
 ARTICLE VII


 MISCELLANEOUS

 

 Section
7.01        Sinking Funds. Article XII of the Base Indenture shall have no application. The Notes shall not have the benefit
of a sinking fund.
 

 
	 
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 Section
7.02        Conversion of Notes. Article XIV of the Base Indenture shall have no application. The Notes shall not be convertible into shares of
Common Stock of the Company.
 Section
7.03        Reports by the Company. The Company shall be deemed to have complied with the first sentence of Section 7.4 of the
Base Indenture to the extent that such information, documents and reports are filed with the Commission via EDGAR (or any successor electronic delivery procedure); provided, however, that the Trustee shall have no obligation whatsoever to determine
whether or not such information, documents or reports have been filed pursuant to the EDGAR system (or its successor).

Section
7.04        Confirmation of Indenture. The Base Indenture, as supplemented and amended by this Supplemental Indenture and all
other indentures supplemental thereto, is in all respects ratified and confirmed, and the Base Indenture, this Supplemental Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument.

Section
7.05        Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all
of which together shall constitute one and the same agreement.
 Section 7.06        Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF CALIFORNIA.
 Section
7.07        Trustee. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.
The recitals herein are deemed to be those of the Company and not of the Trustee.
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 IN WITNESS WHEREOF, the parties hereto have caused this 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/ Linda Wirfel
	 	 	 Name: Linda Wirfel
 Title: Vice President

 


  

 
 [Signature Page to Fourteenth Supplemental
Indenture]

 
	 
 
		 



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 EXHIBIT A

FORM OF 2025 NOTE
 THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR
IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A
BENEFICIAL INTEREST HEREIN.
 TRANSFERS OF THIS NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

 
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 THE CHARLES SCHWAB CORPORATION
 4.200% Senior Notes due 2025

	No. [  ]	CUSIP No.: 808513BB0  
 ISIN No.: US808513BB02  
	 	 
	 	 
	 	 

 THE CHARLES SCHWAB CORPORATION, a Delaware corporation (the
“Issuer”), for value received promises to pay to CEDE & CO., or its registered assigns, the principal sum of
[                      ] DOLLARS, or such lesser amount as is indicated in the records of the Trustee and Depositary, on March 24, 2025.

Interest Payment Dates: March 24 and September 24 of each year (each, an “Interest Payment Date”), commencing on September 24, 2020.

Interest Record Dates: March 9 and September 9 (each, a “Regular Record Date”).

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

Dated: March 24, 2020

 
	 
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 IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by its duly authorized officers.



	 	THE CHARLES SCHWAB CORPORATION
	 	 
	 	By: 	
	 	 	 Name: Peter Crawford
 Title: Executive Vice President and Chief Financial Officer


 
 

 
  

Attest:
 
 ________________________
 Name:
 Title:

 
	 
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 This is one of the Notes of the series designated herein and referred to in the within-mentioned Indenture.

Dated: March 24, 2020
 

	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	 	 
	 	By: 	
	 	 	 Authorized Signatory

  


 

 
	 
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 (REVERSE OF NOTE)

THE CHARLES SCHWAB CORPORATION
 4.200% Senior Notes due 2025

1.       Interest.
 The Charles
Schwab Corporation (the “Issuer”) promises to pay interest on the principal amount of this Note at the rate per annum described above. Cash interest on the Notes will accrue from the most recent date to which interest has been
paid; or, if no interest has been paid, from and including March 24, 2020. Interest on this Note will be paid to but excluding the relevant Interest Payment Date or on such earlier date as the principal amount shall become due in accordance with the
provisions hereof. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable. The Issuer will pay interest
semi-annually in arrears on each Interest Payment Date, commencing September 24, 2020. If any Interest Payment Date, Redemption Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest and/or principal
payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, Redemption Date or Stated Maturity and no further interest will accrue as a result of such
delay. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.
 The Issuer shall pay interest on overdue principal from
time to time on demand by the Trustee pursuant to Section 5.3 of the Base Indenture (defined below) at the rate borne by the Notes and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful.

2.       Paying Agent.

Initially, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) will act as paying agent (the “Paying Agent”).
The Issuer may change any paying agent without notice to the Holders.
 3.       Indenture; Defined Terms.

This Note is one of the 4.200% Senior Notes due 2025 (the “Notes”) issued under the Senior Indenture dated as of June 5, 2009 (as amended,
modified or supplemented from time to time in accordance therewith, the “Base Indenture” and, as amended, modified and supplemented by the Fourteenth Supplemental Indenture dated as of March 24, 2020, the
“Indenture”) by and between the Issuer and the Trustee, as trustee. This Note is a “Global Security” and the Notes are “Global Securities” under the Indenture.

For purposes of this Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”) as in effect on the date on which the Indenture was qualified under the
TIA. Notwithstanding anything to the contrary herein, the

 
	 
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 Notes are subject to all such terms, and holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent the terms of the
Indenture and this Note are inconsistent, the terms of the Indenture shall govern.
 4.       Denominations; Transfer;
Exchange.
 The Notes are in registered form, without coupons, in denominations of $2,000 and multiples of $1,000 thereafter. A Holder shall register the
transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable
in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15) days before the electronic delivery or mailing of a
notice of redemption, nor need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

5.       Amendment; Modification; Waiver.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and
the rights of the Holders of the Securities of all series affected under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all
series at the time Outstanding affected thereby (voting together as a single class). The Indenture contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Securities of all series at the time
Outstanding with respect to which an Event of Default under the Indenture shall have occurred and be continuing (voting together as a single class), on behalf of the Holders of all Securities of such affected series, to waive, with certain
exceptions, such past default with respect to all such series and its consequences. The Indenture also permits the Holders of not less than a majority in aggregate principal amount of the Securities of each series at the time Outstanding affected
thereby (voting together as a single class), on behalf of the Holders of all Securities of such affected series, to waive compliance by the Issuer with certain provisions of the Indenture. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note.
 6.       Optional Redemption.

Beginning on or after September 24, 2020, the Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time prior to
maturity on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the Notes (the “Redemption Date”).

If any or all of the Notes are redeemed on or after September 24, 2020 and before February 24, 2025, the Redemption Price will be equal to the greater of: (i)
100% of the

 
	 
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 principal amount of the Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments
of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the Redemption Date) discounted to the Redemption Date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate
equal to the sum of the Treasury Rate plus 50 basis points, plus, in either case, accrued interest thereon to, but not including, the Redemption Date; provided, however, if the Redemption Date is after a Regular Record Date and on or prior to a
corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of record on the Regular Record Date.

If any or all of the Notes are redeemed on or after February 24, 2025, the Redemption Price (calculated by the Company) will be equal to 100% of the principal
amount of the Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date for such Notes.
 On and after the Redemption
Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the
Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and accrued and unpaid interest, if any, on such Notes. If less than all of the
Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part.

Notice of any redemption shall be electronically delivered or mailed at least 10 days but not more than 60 days before the Redemption Date to each Holder of
the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be
satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the
Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two
Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued
and unpaid interest, if any, to, but not including, the Redemption Date.
 7.       Defaults and Remedies.

If an Event of Default with respect to Notes at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Securities of all affected series then Outstanding (voting together as a single class) may declare the principal amount of all the Securities of the affected series to be due and payable immediately, by
a notice in writing to the Issuer (and to

 
	 
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 the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) of and the accrued interest on all the Securities
of such affected series shall become immediately due and payable.
 The Indenture permits, subject to certain limitations therein provided, Holders of not
less than a majority in aggregate principal amount of the Securities of all affected series (voting together as a single class) at the time Outstanding, to direct the time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series.

8.       Authentication.
 This
Note shall not be valid until the Trustee manually or by facsimile signs the certificate of authentication on this Note.

9.       Abbreviations and Defined Terms.

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

10.       CUSIP Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on
the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon.

11.       Governing Law.
 This
Note and the Indenture shall be governed by, and construed in accordance with, the laws of the State of California.

 
	 
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 ASSIGNMENT FORM
 To assign this Note, fill in
the form below:
 I or we assign and transfer this Note to
 (Print or type assignee’s name,
address and zip code)
 (Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint
                    as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

 

 


  

	Date:  ___________________	Your Signature: ___________________

  

Sign exactly as your name appears on the other side of this Note.

	 Signature Guarantee:

 
	 	 Signature

 

	 Signature must be guaranteed
  
	 	 Signature
  



Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the United States Securities Exchange Act of 1934, as amended.

 
	 
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 EXHIBIT B

FORM OF 2030 NOTE
 THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR
IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A
BENEFICIAL INTEREST HEREIN.
 TRANSFERS OF THIS NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

 
	 
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 THE CHARLES SCHWAB CORPORATION
 4.625% Senior Notes due 2030

	No. [   ]	CUSIP No.: 808513BC8
 ISIN No.: US808513BC84
	 	 
	 	 
	 	 

 THE CHARLES SCHWAB CORPORATION, a Delaware
corporation (the “Issuer”), for value received promises to pay to CEDE & CO., or its registered assigns, the principal sum of [
                 ] DOLLARS, or such lesser amount as is indicated in the records of the Trustee and Depositary, on March 22, 2030.

Interest Payment Dates: March 22 and September 22, 2020 of each year (each, an “Interest Payment Date”), commencing on September 22,
2020.
 Interest Record Dates: March 7 and September 7 (each, a “Regular Record Date”).

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

Dated: March 24, 2020

 
	 
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 IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by its duly authorized officers.



	 	THE CHARLES SCHWAB CORPORATION
	 	 
	 	By: 	
	 	 	 Name: Peter Crawford
 Title: Executive Vice President and Chief Financial Officer


 
  

 
 Attest:
 
 ________________________
 Name:

Title:

 
	 
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 This is one of the Notes of the series designated herein and referred to in the within-mentioned Indenture.

Dated: March 24, 2020
 

	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	 	 
	 	By: 	
	 	 	 Authorized Signatory

  

 
	 
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 (REVERSE OF NOTE)

THE CHARLES SCHWAB CORPORATION
 4.625% Senior Notes due 2030

1.       Interest.
 The Charles
Schwab Corporation (the “Issuer”) promises to pay interest on the principal amount of this Note at the rate per annum described above. Cash interest on the Notes will accrue from the most recent date to which interest has been
paid; or, if no interest has been paid, from and including March 24, 2020. Interest on this Note will be paid to but excluding the relevant Interest Payment Date or on such earlier date as the principal amount shall become due in accordance with the
provisions hereof. Interest will be payable to the Holder of record on the Regular Record Date, provided, however, interest payable on the Stated Maturity will be paid to the person to whom the principal will be payable. The Issuer will pay interest
semi-annually in arrears on each Interest Payment Date, commencing September 22, 2020. If any Interest Payment Date, Redemption Date or the Stated Maturity of the Notes is not a Business Day, then the related payment of interest and/or principal
payable, as applicable, on such date will be paid on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, Redemption Date or Stated Maturity and no further interest will accrue as a result of such
delay. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.
 The Issuer shall pay interest on overdue principal from
time to time on demand by the Trustee pursuant to Section 5.3 of the Base Indenture (defined below) at the rate borne by the Notes and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful.

2.       Paying Agent.

Initially, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) will act as paying agent (the “Paying Agent”).
The Issuer may change any paying agent without notice to the Holders.
 3.       Indenture; Defined Terms.

This Note is one of the 4.625% Senior Notes due 2030 (the “Notes”) issued under the Senior Indenture dated as of June 5, 2009 (as amended,
modified or supplemented from time to time in accordance therewith, the “Base Indenture” and, as amended, modified and supplemented by the Fourteenth Supplemental Indenture dated as of March 24, 2020, the
“Indenture”) by and between the Issuer and the Trustee, as trustee. This Note is a “Global Security” and the Notes are “Global Securities” under the Indenture.

For purposes of this Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”) as in effect on the date on which the Indenture was qualified under the
TIA. Notwithstanding anything to the contrary herein, the

 
	 
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 Notes are subject to all such terms, and holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent the terms of the
Indenture and this Note are inconsistent, the terms of the Indenture shall govern.
 4.       Denominations; Transfer;
Exchange.
 The Notes are in registered form, without coupons, in denominations of $2,000 and multiples of $1,000 thereafter. A Holder shall register the
transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable
in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15) days before the electronic delivery or mailing of a
notice of redemption, nor need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

5.       Amendment; Modification; Waiver.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and
the rights of the Holders of the Securities of all series affected under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all
series at the time Outstanding affected thereby (voting together as a single class). The Indenture contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Securities of all series at the time
Outstanding with respect to which an Event of Default under the Indenture shall have occurred and be continuing (voting together as a single class), on behalf of the Holders of all Securities of such affected series, to waive, with certain
exceptions, such past default with respect to all such series and its consequences. The Indenture also permits the Holders of not less than a majority in aggregate principal amount of the Securities of each series at the time Outstanding affected
thereby (voting together as a single class), on behalf of the Holders of all Securities of such affected series, to waive compliance by the Issuer with certain provisions of the Indenture. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note.
 6.       Optional Redemption.

Beginning on or after September 24, 2020, the Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time prior to
maturity on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the Notes (the “Redemption Date”).

If any or all of the Notes are redeemed on or after September 24, 2020 and before December 22, 2029 the Redemption Price will be equal to the greater of: (i)
100% of the

 
	 
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 principal amount of the Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments
of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the Redemption Date) discounted to the Redemption Date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate
equal to the sum of the Treasury Rate plus 50 basis points, plus, in either case, accrued interest thereon to, but not including, the Redemption Date; provided, however, if the Redemption Date is after a Regular Record Date and on or prior to a
corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of record on the Regular Record Date.

If any or all of the Notes are redeemed on or after December 22, 2029, the Redemption Price (calculated by the Company) will be equal to 100% of the principal
amount of the Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date for such Notes.
 On and after the Redemption
Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the
Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and accrued and unpaid interest, if any, on such Notes. If less than all of the
Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part.

Notice of any redemption shall be electronically delivered or mailed at least 10 days but not more than 60 days before the Redemption Date to each Holder of
the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be
satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the
Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two
Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued
and unpaid interest, if any, to, but not including, the Redemption Date.
 7.       Defaults and Remedies.

If an Event of Default with respect to Notes at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Securities of all affected series then Outstanding (voting together as a single class) may declare the principal amount of all the Securities of the affected series to be due and payable immediately, by
a notice in writing to the Issuer (and to

 
	 
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 the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) of and the accrued interest on all the Securities
of such affected series shall become immediately due and payable.
 The Indenture permits, subject to certain limitations therein provided, Holders of not
less than a majority in aggregate principal amount of the Securities of all affected series (voting together as a single class) at the time Outstanding, to direct the time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series.

8.       Authentication.
 This
Note shall not be valid until the Trustee manually or by facsimile signs the certificate of authentication on this Note.

9.       Abbreviations and Defined Terms.

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

10.       CUSIP Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on
the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon.

11.       Governing Law.
 This
Note and the Indenture shall be governed by, and construed in accordance with, the laws of the State of California.

 
	 
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 ASSIGNMENT FORM
 To assign this Note, fill in
the form below:
 I or we assign and transfer this Note to
 (Print or type assignee’s name,
address and zip code) 
 (Insert assignee’s soc. sec. or tax I.D. No.)
 

and irrevocably appoint
                    as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.



 


  

	Date:  ___________________	Your Signature: ___________________

 

Sign exactly as your name appears on the other side of this Note.

	 Signature Guarantee:

 
	 	 Signature

 

	 Signature must be guaranteed
  
	 	 Signature
  



Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the United States Securities Exchange Act of 1934, as amended.
  
  

 
	 
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