TD Ameritrade Holding Corporation (NASDAQ:AMTD) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

TD Ameritrade Holding Corporation Credit
Agreement

On April21, 2017, TD Ameritrade Holding Corporation (Parent)
entered into a Credit Agreement (the Parent Credit Agreement)
with the lenders party thereto (the Parent Lenders), led by U.S.
Bank National Association, as syndication agent, Barclays Bank
PLC, TD Securities (USA) LLC (TD Securities) and Wells Fargo
Securities, LLC, as co-documentation agents, and JPMorgan Chase
Bank, N.A., as administrative agent, to which the Parent Lenders
have committed to make available to Parent a new $300million
senior unsecured revolving loan facility (the New Parent
Revolving Facility). TD Securities is a wholly-owned subsidiary
of The Toronto-Dominion Bank (TD), and TD owns approximately 42%
of the outstanding common stock of Parent. Additional information
regarding the relationship between TD and Parent is described in
Parents Definitive Proxy Statement for Parents 2017 Annual
Meeting of Stockholders filed with the U.S. Securities and
Exchange Commission on January4, 2017.

The New Parent Revolving Facility replaced Parents existing
$300million unsecured revolving loan facility (the Existing
Parent Revolving Facility), which was scheduled to expire on
June11, 2019. The maturity date of the New Parent Revolving
Facility is April21, 2022. Borrowings under the New Parent
Revolving Facility may be used for working capital needs and for
general corporate purposes.

The applicable interest rate under the New Parent Revolving
Facility is calculated as a per annum rate equal to, at the
option of Parent, (a)LIBOR plus an applicable margin, which is
currently 1.25% (Eurodollar loans) or (b)(i) the greater of
(x)the prime rate, (y)the federal funds effective rate (or if the
federal funds effective rate is unavailable, the overnight bank
funding rate) plus 0.50% or (z)the eurodollar rate assuming a
one-month interest period plus 1.00% plus (ii)an applicable
margin, which is currently 0.25% (ABR loans). The applicable
margins for both Eurodollar loans and ABR loans under the New
Parent Revolving Facility will be reduced in the event of certain
improvements in Parents senior unsecured long-term debt ratings
(subject to a minimum of 0.875% for Eurodollar loans and 0% for
ABR loans) and will be increased in the event of certain
reductions in Parents senior unsecured long-term debt ratings
(subject to a maximum of 1.50% for Eurodollar loans and 0.50% for
ABR loans). Parent pays an annual commitment fee which is a
percentage of the unused capacity of the New Parent Revolving
Facility. The commitment fee varies based on Parents senior
unsecured long-term debt ratings and is currently 0.15%.

The obligations under the Parent Credit Agreement are not
guaranteed by any subsidiary of Parent. Prior to the termination
of the Existing Parent Revolving Facility, TD Ameritrade Online
Holdings Corp. (TDAOH) guaranteed Parents obligations under the
Existing Parent Revolving Facility and its 5.600% Senior Notes
due 2019 issued to the Indenture dated November19, 2009 between
Parent, TDAOH and The Bank of New York Mellon Trust Company,
National Association, as trustee, as supplemented by the First
Supplemental Indenture dated November25, 2009 (the 2019 Notes).
Upon the termination of the Existing Parent Revolving Facility on
April21, 2017, TDAOHs guarantee of 2019 Notes was automatically
released.

The Parent Credit Agreement contains negative covenants that
limit or restrict, subject to certain exceptions, the incurrence
of liens, indebtedness of subsidiaries, change in nature of
business, mergers, consolidations, the sale of all or
substantially all of the assets of Parent and its subsidiaries,
taken as a whole, and transactions with affiliates. Parent is
also required to maintain compliance with a maximum consolidated
leverage ratio covenant (not to exceed 3.00:1.00) and a minimum
consolidated interest coverage ratio covenant (not less than
4.00:1.00), and Parents broker-dealer subsidiaries are required
to maintain compliance with a minimum regulatory net capital
covenant. The Parent Credit Agreement also contains customary
affirmative covenants, including, but not limited to, compliance
with applicable law, payment of taxes, maintenance of insurance,
preservation of corporate existence, keeping of proper books of
record and account and maintenance of properties.

The Parent Credit Agreement includes events of default customary
for such financings, including, but not limited to, nonpayment of
principal, interest or fees, cross-defaults to other debt,
inaccuracies of representations and warranties, failure to
perform negative covenants, failure to perform other terms and
conditions, events of bankruptcy and insolvency, change of
control and unsatisfied judgments.

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The foregoing description of the Parent Credit Agreement is
qualified in its entirety by reference to the complete terms and
conditions of the Parent Credit Agreement, which is attached
hereto as Exhibit 10.1 and incorporated by reference herein.

TD Ameritrade Clearing, Inc. Credit
Agreement

On April21, 2017, TD Ameritrade Clearing, Inc. (TDAC), a
wholly-owned subsidiary of Parent, entered into a Credit
Agreement (the TDAC Credit Agreement) with the lenders party
thereto (the TDAC Lenders), led by U.S. Bank National
Association, as syndication agent, Barclays Bank PLC, TD
Securities and Wells Fargo Securities, LLC, as co-documentation agents, and
JPMorgan Chase Bank, N.A., as administrative agent, to which the
TDAC Lenders have committed to make available to TDAC a
$600million senior unsecured revolving loan facility (the New
TDAC Revolving Facility).