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EXHIBIT 10.3
SECOND AMENDMENT TO
THIRD AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
AMONG
AMERITRADE HOLDING CORPORATION
AND
FIRST NATIONAL BANK OF OMAHA, AS AGENT
AND
REVOLVING LENDERS PARTY HERETO
DATED AS OF DECEMBER 9, 2005
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SECOND AMENDMENT TO THIRD AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS
SECOND AMENDMENT to THIRD AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (this "Second Amendment") entered into as of this 9 day
of December,
2005, is intended to amend the terms of the Third Amended and
Restated Revolving
Credit Agreement (the "Agreement") dated as of the 15th day of
December, 2003
(as previously amended by the First Amendment to Third Amended and
Restated
Revolving Credit Agreement dated as of December 13, 2004 (the
"First
Amendment")), among AMERITRADE HOLDING CORPORATION a Delaware
corporation having
its principal place of business at 4211 South 102nd Street, Omaha,
Nebraska
68127 (the "Borrower"), FIRST NATIONAL BANK OF OMAHA, a national
banking
association having its principal place of business at 1620 Dodge
Street, Omaha,
Nebraska 68197-1050 ("Agent" or "FNB-O"), LASALLE BANK NATIONAL
ASSOCIATION, a
national banking association having its principal place of business
at 801 Grand
Street, Suite 3150, Des Moines, Iowa 50309, M&I MARSHALL &
ILSLEY BANK, a
Wisconsin banking association having its principal place of
business at 770
North Water Street, Milwaukee, Wisconsin 53201-2035, WELLS FARGO
BANK, NATIONAL
ASSOCIATION, a national banking association having its principal
place of
business at 1919 Douglas Street, Omaha, Nebraska 68102, and such
other lenders
as may become Revolving Lenders under the Agreement. All terms and
conditions of
the Agreement shall remain in full force and effect except as
expressly amended
herein. All capitalized terms used but not otherwise defined herein
shall have
the respective meanings prescribed in the Agreement.
WHEREAS,
the Borrower has announced that it intends to enter into an
acquisition transaction with The Toronto Dominion Bank (the
"Transaction"),
which Transaction is anticipated to be consummated on or about
January 24, 2006;
and
WHEREAS,
in connection with the Transaction the Borrower will terminate
the Agreement and the facilities provided hereunder, will pay in
full all
amounts owing hereunder, if any, and will enter into documents
providing for an
increased credit facility for approximately $2,200,000,000 (the
"Syndicated Loan
Facility"), as such facility is described in the notice from the
Borrower to the
Agent addressed November 28, 2005, (the "Syndicated Loan Facility
Notice"), a
copy of which is attached hereto as Attachment I to this Second
Amendment; and
WHEREAS,
the Agreement is scheduled to terminate on December 12, 2005,
and
the parties hereto desire to extend the Agreement so that the
Agreement will
terminate upon the execution and delivery of the documents
evidencing the
Syndicated Loan Facility;
NOW,
THEREFORE, the parties hereby agree that as of the date hereof
(the
"Effective Date"):
1. The
following definition under Article I of the Agreement is hereby
amended
and restated in its entirety to read as follows:
Termination
Date:
The earlier of (a) March 12, 2006, and (b) the initial
borrowing under the Syndicated Loan Facility and the
simultaneous payment in full of all amounts owing under
this Agreement and the other Operative Documents, or
such later
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Termination Date as is approved in writing by the
Revolving Lenders.
2. The
following definitions are hereby added to Article I of the
Agreement:
Notice:
The letter notice from the Borrower to the Agent dated
as of November 28, 2005, which notice is attached to the
Second Amendment hereto as Attachment II.
Transaction: The
anticipated acquisition transaction with The Toronto
Dominion Bank, such transaction to be substantially as
described in the Notice.
Syndicated
Loan
Facility:
The loan facility described in the recitals to the
Second Amendment hereto.
Syndicated
Loan
Facility
Notice:
The notice described in the recitals to this Second
Amendment.
3. The
first paragraph of Section 2.1 of the Agreement is hereby amended
and
restated
in its entirety to read as follows:
2.1 Revolving Credit. Until the the Termination Date,
the Revolving Lenders severally agree to advance funds for
general corporate purposes not to exceed the amount shown on
Appendix I attached hereto, as amended from time to time (the
"Base Revolving Credit F
