SECOND AMENDMENT, dated as of August 3, 2020 (the Amendment), to the Credit Agreement, dated as of April 21, 2017 (as further amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement), among TD AMERITRADE CLEARING, INC., a Nebraska corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as Lenders (the Lenders), U.S. BANK NATIONAL ASSOCIATION, as syndication agent, BARCLAYS BANK PLC, TD SECURITIES (USA) LLC, WELLS FARGO BANK, N.A. and INDUSTRIAL AND COMMERCIAL BANK OF CHINA LTD., NEW YORK BRANCH, as co-documentation agents and JPMORGAN CHASE BANK, N.A., as administrative agent (the Administrative Agent).
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement;
WHEREAS, the Borrower has requested certain amendments to the Credit Agreement as set forth herein; and
WHEREAS, the Required Lenders are willing to agree to such amendments, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Credit Agreement.
2. Amendments to Credit Agreement.
(a) Section 1.01 of the Credit agreement is hereby amended as follows:
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the definition of 364-Day Credit Agreement set forth therein is hereby amended and restated in its entirety as follows:
364-Day Credit Agreement means the Credit Agreement, dated as of May 16, 2019, among the Borrower, Wells Fargo Bank, National Association, as administrative agent, the lenders from time to time party thereto and the other parties from time to time thereto, as amended, restated, supplemented or otherwise modified from time to time (including pursuant to that certain First Amendment thereto, dated as of April 21, 2020).
(i) the definition of Change of Control set forth therein is hereby amended by (x) deleting the words The Toronto-Dominion Bank and its Subsidiaries set forth in clause (a) thereof, and inserting in lieu thereof the following:
(x) prior to the consummation of the Schwab Acquisition, The Toronto-Dominion Bank and its Subsidiaries and (y) on and after the consummation of the Schwab Acquisition, The Charles Schwab Corporation and its Subsidiaries