Item 1.01. Entry into a Material Definitive Agreement.

On August 3, 2020, (i) TD Ameritrade Holding Corporation (the "Company") entered into an amendment (the "AMTD Amendment") to that certain Credit Agreement, dated as of April 21, 2017 (the "AMTD Credit Agreement" and, as amended by the AMTD Amendment, the "Amended AMTD Credit Agreement"), among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and (ii) TD Ameritrade Clearing, Inc. ("TDAC"), a wholly-owned subsidiary of the Company, entered into an amendment (the "TDAC Amendment" and, together with the AMTD Amendment, the "Amendments") to that certain Credit Agreement, dated as of April 21, 2017 (the "TDAC Credit Agreement" and, as amended by the TDAC Amendment, the "Amended TDAC Credit Agreement" and, together with the Amended AMTD Credit Agreement, the "Amended Credit Agreements"), among TDAC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

The Amendments were entered into in connection with The Charles Schwab Corporation's ("Schwab") pending acquisition of the Company (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of November 24, 2019, by and among Schwab, Americano Acquisition Corp., and the Company, as amended. Among other things, the Amendments modify the definition of "change of control" in the AMTD Credit Agreement and the TDAC Credit Agreement, respectively, so that the consummation of the Merger does not constitute a "change of control" under each such Amended Credit Agreement.

Additionally, the AMTD Amendment contemplates additional modifications that are conditioned on, among other things, the consummation of the Merger and the provision of a parent guarantee from Schwab. If such conditions are satisfied, certain financial covenant and reporting obligations will be modified as set forth in the AMTD Amendment.

The foregoing description of the Amendments is qualified in its entirety by reference to the full text of each Amendment, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.                                    Description

10.1          First Amendment, dated as of August 3, 2020, to Credit Agreement,
            dated April 21, 2017, among TD Ameritrade Holding Corporation, the
            lenders party thereto and JPMorgan Chase Bank, N.A., as administrative
            agent.

10.2          Second Amendment, dated as of August 3, 2020, to Credit Agreement,
            dated April 21, 2017, among TD Ameritrade Clearing, Inc., the lenders
            party thereto and JPMorgan Chase Bank, N.A., as administrative agent.


104         Cover Page Interactive Data File (formatted as inline XBRL document).

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





                          TD AMERITRADE HOLDING
                          CORPORATION

Date: August 3, 2020      By:      /s/ Jon C. Peterson
                          Name:    Jon C. Peterson
                          Title:   Interim Chief Financial Officer

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