EXHIBIT 10.1
FIRST 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 13, 2004
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT to THIRD AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (this "First Amendment") entered into as of this 13th day of December,
2004, 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,
among AMERITRADE HOLDING CORPORATION a Delaware corporation having its principal
place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Borrower"), FIRST NATIONAL BANK OF OMAHA, a national banking association having
its principal place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
("Agent" or "FNB-O"), LASALLE BANK NATIONAL ASSOCIATION, a national banking
association having its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ , M&I ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ BANK, a Wisconsin banking
association having its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, a
national banking association having its principal place of business at ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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 requested and the Revolving Lenders have agreed
to make certain amendments to the Agreement, including increasing the Base
Revolving Credit Facility to $105,000,000 and extending the Termination Date to
December 12, 2005; and
WHEREAS, the Borrower and the Revolving Lenders are willing to make such
amendments on the terms set forth below.
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:
Agreement: This Third Amended and Restated Revolving Credit
Agreement, dated as of December 15, 2003, among the
Borrower and the Revolving Lenders, as amended by the
First Amendment to Third Amended and Restated Revolving
Credit Agreement, dated as of December 13, 2004, as
further amended or restated from time to time.
2. The following definition under Article I of the Agreement is hereby
amended and restated in its entirety to read as follows:
Applicable
Margin: For purposes of determining the Revolving Credit Rate,
the margin, calculated on a quarterly basis, is as
follows:
(a) If the Quarterly Compliance Certificate for the
immediately preceding fiscal
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quarter shows that the Leverage Ratio is less than
or equal to 0.25, the margin for the current quarter
shall be plus 1.75%; and
(b) If the Quarterly Compliance Certificate for the
immediately preceding fiscal quarter shows that the
Leverage Ratio is greater than 0.25 and less than or
equal to 0.50, the margin for the current quarter
shall be plus 2.00%.
In the event that any Quarterly Compliance Certificate
is not delivered on or before the due date thereof, the
Applicable Margin shall be the margin set forth in (b)
above until such certificate is delivered.
3. The following definition is hereby added to Article I of the Agreement as
follows:
Cash Capital
Expenditure: The amount of any cash paid by the Borrower for any
capital expenditure pursuant to Section 4.15, whether
such payment is a cash down payment, a cash payment on
financed capital expenditures (other than regularly
scheduled monthly payments on financed capital
expenditures) or a cash payment in full.
4. The following definition is hereby added to Article I of the Agreement as
follows:
EBITDA: At any time, for the prior four fiscal quarters, the
Borrower's net income on a consolidated basis, plus (a)
taxes paid or accrued during such period, (b) interest
expenses paid or accrued during such period (other than
interest expenses paid to clients or accrued on cash
balances), and (c) amortization and depreciation
deducted in determining such net income for such period.
5. The following definition under Article I of the Agreement is hereby
amended and restated in its entirety to read as follows:
Investments: (i) Any direct or indirect purchase or other acquisition
by the Borrower or any of its Subsidiaries of, or of a
beneficial interest in, any securities of any other
Person (including any Subsidiary of the Borrower), or
(ii) any direct or indirect loan, advance (other than
advances to employees for moving, entertainment and
travel expenses, drawing accounts and similar
expenditures in the ordinary course of business) or
capital contribution by the Borrower or any of its
Subsidiaries to any other Person, but excluding
Acquisitions. For the avoidance of doubt, transactions
in funds, securities or other property held or carried
by the Borrower or any of its Subsidiaries for the
benefit or account of any customer or other Person shall
not be considered Investments.
6. The following definition under Article I of the Agreement is hereby
amended and restated in its entirety to read as follows:
Letter(s) of
Credit: Letter(s) of Credit issued under the Letter of Credit
Facility, the Letter of Credit
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Amount of which shall not exceed $25,000,000.00 at any
time.
7. The following definition under Article I of the Agreement is hereby
amended and restated in its entirety to read as follows:
Leverage
Ratio: Permitted Indebtedness divided by EBITDA.
8. The definition of "Minimum Liquid Assets" is hereby deleted in its
entirety from the Agreement.
9. The following definition under Article I of the Agreement is hereby
amended and restated in its entirety to read as follows:
Money Market
Funds: At any time, money market funds whose rating from
Standard and Poor's Rating Services Group ("S&P") is
AAAm or AAm or the equivalent thereof or whose ▇▇▇▇▇'▇
Investor Services ("▇▇▇▇▇'▇") rating is Aaa or Aa or the
equivalent thereof.
10. The following definition is hereby added to Article I of the Agreement as
follows:
Net Worth: The Borrower's consolidated net worth as determined in
accordance with GAAP.
11. The following definition under Article I of the Agreement is hereby
amended and restated in its entirety to read as follows:
Permitted
Investments: Any one or more of the following:
(a) certificates of deposit fully covered by
Federal Deposit Insurance and maintained at a bank
having capital and surplus of not less than $50,000,000;
(b) short-term obligations of, or obligations
fully guaranteed by, the United States of America or any
agencies thereof;
(c) commercial paper rated at least A-1 by
Standard and Poor's Ratings Service or P-1 by ▇▇▇▇▇'▇
Investors Service, Inc.;
(d) demand deposit accounts maintained in the
ordinary course of the business at a bank having capital
and surplus of not less than $50,000,000;
(e) Money Market Funds;
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(f) AA Rated or equivalent (or better) variable
rate preferred stock or debt;
(g) AA Rated or equivalent (or better) municipal
notes and bonds; and
(h) overnight repurchase agreements and term
repurchase agreements with a maturity up to two years
with respect to, and which are fully secured by a
security interest in, direct obligations issued by or
fully guaranteed by the United States of America, and
that are entered into with any commercial bank organized
under the laws of the United States of America or any
state thereof or the District of Columbia that (a) is at
least "adequately capitalized" (as defined in the
regulations of its primary Federal banking regulator)
and (b) has Tier 1 capital (as defined in such
regulations) of not less than $100,000,000.
provided, however, that the percentage of the Borrower's
investment portfolio that can be invested in AA Rated
securities is limited to twenty-five percent (25%) of the
Borrower's total investment portfolio, valued in accordance
with GAAP, so long as the remainder of the Borrower's
investment portfolio is invested in at least AAA securities
(or the equivalent rating for short-term investments) or in
items described in clauses (a) through (e) above; provided
further, that the maturities for any Permitted Investments
shall not exceed two years; and provided further, that the
average maturity of the Borrower's investment portfolio at all
times cannot exceed two hundred seventy (270) days. For
purposes of this definition, "maturity" includes final
maturity, or the put or pre-refunding date when securities are
to be liquidated at a predetermined price (usually par value).
12. The following definition is hereby added to Article I of the Agreement as
follows:
Quarterly
Compliance
Certificate: The certificate delivered to the Revolving Lenders by
the Borrower pursuant to Section 4.1(e).
13. The following definition under Article I of the Agreement is hereby
amended and restated in its entirety to read as follows:
Termination
Date: December 12, 2005, or such later date as is approved in
writing by the Revolving Lenders.
14. The following definition is hereby added to Article I of the Agreement as
follows:
Unrestricted
Liquidity: The sum of (i) all Non-Broker-Dealer Cash, plus (ii)
Distributable Net Capital.
15. Section 2.1 of the Agreement is hereby amended and restated in its
entirety to read as follows:
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2.1 Revolving Credit. Until December 12, 2005, 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 Facility"), to the Borrower on a revolving
credit basis.
Such Advances shall be made on a pro rata basis by the
Revolving Lenders, based on the maximum Advance limits and
applicable percentages for each Revolving Lender as shown on
Appendix I attached hereto, as amended from time to time;
provided, however, that each Revolving Lender's Commitment is
several and not joint or joint and several.
The Borrower shall not be entitled to any Advance
hereunder if, after the making of such Advance, the Principal
Loan Amount would exceed the then current Base Revolving
Credit Facility after giving effect to the requested Advance.
Nor shall the Borrower be entitled to any further Advances
hereunder after the occurrence and during the continuation of
any Event of Default or Potential Event of Default, or if the
Borrower's representations and warranties hereunder are not
true and correct in all material respects as of the time of
the requested Advance. Advances shall be made, on the terms
and conditions of this Agreement, upon the Borrower's request.
Requests shall be made by 11:00 a.m. Omaha time on the
Business Day prior to the requested date of the Advance.
Requests shall be made by presentation to FNB-O of a drawing
certificate in the form of Exhibit B. The Borrower's
obligation to make payments of principal and interest on the
foregoing revolving credit indebtedness shall be further
evidenced by the Notes. FNB-O shall promptly transmit a copy
of each such Advance request to the other Revolving Lenders.
Each Revolving Lender shall remit to FNB-O its Commitment
percentage times the amount of the Advance request, subject to
the conditions specified hereunder. Such remittance shall be
transferred to FNB-O on the same Business Day as to requests
received by such Revolving Lender before 12:00 noon of a
Business Day, and as to requests received thereafter, on the
next Business Day.
16. The phrase "provided, however, that the commitment fee for the calendar
quarter ending December 31st, 2003 shall accrue from December 15, 2003"
shall be deleted from Section 2.2(a) of the Agreement.
17. Section 2.3 of the Agreement is hereby amended and restated in its
entirety to read as follows:
2.3 Interest on Revolving Credit. Interest shall accrue
on the Principal Loan Amount outstanding from time to time at
a variable rate per annum (the "Revolving Credit Rate") equal
to the LIBOR Rate plus the Applicable Margin. Such rate shall
fluctuate monthly based on changes in such rate on the first
day of each month. If at any time no LIBOR Rate exists,
interest shall accrue on the Principal Loan Amount outstanding
from time to time at a rate equal to the National Prime Rate
minus 1.00%. All interest under the Notes shall accrue based
on a year of 360 days, and for actual days elapsed. Interest
for any month shall be due no later than the tenth day of the
following month. Notwithstanding anything to the contrary
elsewhere herein, after an Event of
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Default has occurred and is continuing, interest shall accrue
on the entire outstanding balance of principal and interest on
all indebtedness hereunder at a fluctuating rate per annum
equal to the Default Rate.
18. Section 2.4 of the Agreement is hereby amended and restated in its
entirety to read as follows:
2.4 Payments. On the next succeeding Business Day after
the end of any Fiscal Month the Borrower shall repay the
amount, if any, outstanding on the Notes that in the aggregate
exceeds the amount of the Base Revolving Credit Facility to be
in place on the next succeeding Business Day following such
Fiscal Month. The balance of the loan on December 12, 2005, if
any, shall be due on the Termination Date. All obligations of
the Borrower under the Notes and under the other Operative
Documents shall be payable in immediately available funds in
lawful money of the United States of America at the principal
office of FNB-O in Omaha, Nebraska or at such other address as
may be designated by FNB-O in writing. In the event that a
payment day is not a Business Day, the payment shall be due on
the next succeeding Business Day.
19. In Section 2.7 of the Agreement, "$15,000,000" is hereby deleted from such
Section and replaced with "$25,000,000."
20. The phrase "including a default of the Leverage Ratio covenant under
Section 4.19" is hereby deleted from Section 2.7 of the Agreement.
21. The phrase "two percent (2.0%) per annum" is hereby deleted from Section
2.9 of the Agreement and replaced with the phrase "one percent (1.0%) per
annum."
22. The phrase "provided, however, that the Letter of Credit Fee for the
calendar quarter ending December 31st, 2003 shall accrue from December 15,
2003" is hereby deleted from Section 2.9 of the Agreement.
23. Sections 4.1(d), (e) and (f) of the Agreement are hereby amended and
restated in their entirety and Section 4.1(g) is hereby added, to read as
follows:
(d) Within thirty (30) days after the end of each
month, the Borrower shall cause Ameritrade Online to
provide to the Agent the FOCUS report of Ameritrade,
Inc. for such month.
(e) Within thirty (30) days after the end of each
quarter, the Borrower, at its sole expense, shall
furnish the Agent a certificate of the chief financial
officer, managing director of finance or treasurer of
the Borrower in the form of Exhibit E attached hereto,
setting forth such information (including detailed
calculations) sufficient to verify the conclusions of
such officer after due inquiry and review, that:
(i) The Borrower and each Subsidiary, either
(y) is in compliance with the requirements set
forth in this Agreement or (z) is NOT in
compliance with the foregoing for reasons
specifically set forth therein; and
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(ii) The chief financial officer, managing
director of finance or treasurer of the Borrower
has reviewed or caused to be reviewed all of the
terms of the Operative Documents of the Borrower
and each Guarantor and that such review either (y)
has NOT disclosed the existence of any condition
or event which constitutes an Event of Default or
a Potential Event of Default under the Operative
Documents or (z) has disclosed the existence of a
condition or event which constitutes an Event of
Default or a Potential Event of Default, under the
aforesaid instrument or instruments and the
specific condition or event is specifically set
forth.
(f) Within thirty (30) days after the end of each
month, the Borrower, at its sole expense, shall furnish
the Agent a certificate of the chief financial officer,
managing director of finance or treasurer of the
Borrower in the form of Exhibit C attached hereto,
setting forth such information (including detailed
calculations) sufficient to verify the conclusions of
such officer after due inquiry and review, that the
Borrower and each Subsidiary is in compliance with the
liquidity requirements set forth in Section 4.6 of this
Agreement, such certificate to be effective until the
due date of the next certificate pursuant to this
subsection.
(g) The Borrower shall provide the Agent with such
other financial reports and statements as the Revolving
Lenders may reasonably request.
24. Section 4.6(b) of the Agreement is hereby amended and restated in its
entirety to read as follows:
(b) The Borrower shall not redeem stock or
Subordinated Debt (x) during any Fiscal Month with an
aggregate redemption value greater than Unrestricted
Liquidity as reported as of the last day of the
preceding Fiscal Month, minus the sum of (i) the amount
of cash paid as purchase price in any Acquisitions and
(ii) the amount of any Cash Capital Expenditures (net of
the actual cash of any financing of prior Cash Capital
Expenditures received by the Borrower), in each case
during the Fiscal Month in which such redemptions are
effected or (y) at any time at which an Event of Default
or Potential Event of Default has occurred and is
continuing or would exist after giving effect to such
redemption.
25. Section 4.8(e) is hereby added to the Agreement to read as follows:
(e) During the term of this Agreement, the
Borrower and each of the Guarantors shall procure and
maintain, at each of their own expense, insurance
covering the Collateral (other than the Pledged Stock
and Stock Rights described in the Pledge Agreements)
against such risks as are customarily insured against by
similarly situated companies. The Borrower and each of
the Guarantors shall name the Agent, on behalf of the
Revolving Lenders, as an "additional insured" under all
liability insurance policies covering the Collateral and
shall take all such other actions and execute such other
documents as may be requested by the
7
Agent to obtain its status as an "additional insured."
Upon the request of the Agent, each of the Borrower and
the Guarantors shall provide the Agent evidence of such
insurance.
26. Section 4.13 of the Agreement is hereby amended and restated in its
entirety to read as follows:
4.13 Notice of Change in Ownership. During the term of
this Agreement, the Borrower shall give the Revolving Lenders
notice of the occurrence of a Change of Control or any change,
directly or indirectly, in the existing controlling interest
in any Guarantor, which notice shall be given as soon as the
Borrower obtains notice or knowledge of such change.
27. Section 4.15 of the Agreement is hereby amended and restated in its
entirety to read as follows:
4.15 Capital Expenditures. The Borrower and the
Subsidiaries shall not incur capital expenditures in any
fiscal year, determined in accordance with generally accepted
accounting principles, of more than $50,000,000.00 in the
aggregate.
28. Section 4.18 of the Agreement is hereby amended and restated in its
entirety to read as follows:
4.18 Regulatory Net Capital Requirement. Ameritrade,
Inc. and any other Broker-Dealer Subsidiary that is a Material
Subsidiary will have Regulatory Net Capital at all times in
compliance with law but in no event less than five percent
(5%) of aggregate debit items.
29. Section 4.19 of the Agreement is hereby amended and restated in its
entirety to read as follows:
4.19 Leverage Ratio. The Borrower shall at all times
maintain on a consolidated basis a Leverage Ratio of not more
than 0.5.
30. Section 4.23 is hereby added to the Agreement as follows:
4.23 Net Worth. The Borrower shall maintain a minimum
Net Worth during the term of this Agreement of at least
$1,100,000,000.00.
31. Section 6.1(d) of the Agreement is hereby amended and restated in its
entirety to read as follows:
(d) A failure of the Borrower or any Subsidiary to
comply with any requirement or restriction applicable to
such entity and contained in Sections 4.2, 4.3, 4.6,
4.10, 4.11, 4.14, 4.15, 4.16, 4.18, 4.19, 4.20 (but
solely if a lien has attached to assets of the Borrower
or any Subsidiary as a result of such failure), 4.21 or
4.23 of this Agreement.
32. Appendix I currently attached to the Agreement is hereby amended and
restated in its entirety to read as shown on Attachment I to this First
Amendment.
33. The form of Notes currently attached as Exhibit A to the Agreement is
hereby amended and
8
restated in its entirety to read as shown on Attachment A to this First
Amendment.
34. The drawing certificate currently attached as Exhibit B to the Agreement
is hereby amended and restated in its entirety to read as shown on
Attachment B to this First Amendment.
35. The liquidity certificate currently attached as Exhibit C to the Agreement
is hereby amended and restated in its entirety to read as shown on
Attachment C to this First Amendment.
36. The Quarterly Compliance Certificate shown on Attachment D to this First
Amendment is hereby added to the Agreement.
37. In consideration of the Revolving Lenders entering into this First
Amendment, the Borrower agrees to pay to the Agent on or before the
Effective Date (i) an amendment fee equal to the product of two basis
points (.0002) and the existing aggregate commitment set forth in Section
2.1 of the Agreement, without giving effect to this First Amendment,
($15,000), and (ii) a commitment fee equal to the product of ten basis
points (.0010) and the aggregate increase in the commitment set forth in
Appendix I attached to this First Amendment ($30,000), such fees to be
distributed amongst the Revolving Lenders based, respectively, on their
existing and increased commitments, all as evidenced on Attachment I to
this First Amendment.
38. Ameritrade Online Holdings Corp. ("Ameritrade Online") and Datek Online
Holdings Corp. ("Datek" and, together with Ameritrade Online, the
"Guarantors") hereby reaffirm and acknowledge their respective guaranty
obligations under that certain Amended and Restated Guaranty Agreement,
dated as of December 15, 2003, between Ameritrade Online and the Agent,
and that certain Second Amended and Restated Guaranty Agreement, dated as
of December 15, 2003, between Datek and the Agent.
39. On or prior to the Effective Date, the Borrower shall deliver to the
Agent:
(a) the replacement Notes;
(b) a certificate of an executive officer of the Borrower, dated as of
the Effective Date, affirming as of such Effective Date (i) that the
representations and warranties of the Borrower set forth in the
Operative Documents are true and correct in all material respects as
of the Effective Date, and (ii) that no Potential Event of Default
or Event of Default has occurred and is continuing, after giving
effect to the Waiver, dated as of December 3, 2004 (the "Waiver"),
given by the Revolving Lenders;
(c) a certificate of the secretary or assistant secretary of the
Borrower and each of the Guarantors that this First Amendment has
been duly authorized, executed and delivered by the Borrower and
each of the Guarantors, such certificate to include a copy of
corporate resolutions of the Borrower and each of the Guarantors
authorizing the execution of this First Amendment, incumbency and
copies of corporate documents;
(d) an opinion of counsel to the Borrower and the Guarantors covering
such matters as the Agent may request (including, without
limitation, corporate existence and good
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standing, corporate authority, due authorization, execution and
delivery of the Operative Documents, and the legal, valid, binding
and enforceable nature of the Operative Documents), such opinion to
be satisfactory in form and substance to counsel to the Agent; and
(e) such other documents and certificates as shall be requested by the
Agent to effect the intent of this First Amendment.
40. This First Amendment may be executed in several counterparts and such
counterparts together shall constitute one and the same instrument.
41. From the Effective Date, all references in the Operative Agreements to the
Third Amended and Restated Credit Agreement, dated as of December 15,
2003, shall mean such Agreement, as amended by this First Amendment.
Obligations under the Notes and the Agreement are secured in accordance
with the Security Agreements and the Pledge Agreements.
42. The Borrower hereby acknowledges, as set forth in the Waiver, that the
execution of this First Amendment and the Waiver shall not limit the
Revolving Lenders' ability to declare an Event of Default based upon any
Securities and Exchange Commission ("SEC") and/or National Association of
Securities Dealers ("NASD") action subsequent to the date hereof regarding
any actions of the Borrower and/or any of its Subsidiaries in connection
with the Insured Deposit Product or the Asserted Violation, including
without limitation a default under Section 6.1(j) or 6.1(k) of the
Agreement. For purposes of this First Amendment, "Insured Deposit Product"
means a certain product that the Borrower offers to its customers that is
described in the information from the Borrower attached to the Waiver as
Exhibit A and that was the basis of the SEC and the NASD investigation,
and "Asserted Violation" means the asserted violation by the Borrower
based upon the SEC and the NASD's investigation as more specifically
described in Exhibit A to the Waiver.
[Signature page follows]
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IN WITNESS WHEREOF, the Borrower, the Guarantors and the Revolving Lenders
have caused this First Amendment to the Third Amended and Restated Revolving
Credit Agreement to be executed by their duly authorized corporate officers as
of the day and year first above written.
BORROWER:
AMERITRADE HOLDING CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President, Chief
Financial Officer and Treasurer
GUARANTORS:
AMERITRADE ONLINE HOLDINGS CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Treasurer
DATEK ONLINE HOLDINGS CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Treasurer
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REVOLVING LENDERS:
FIRST NATIONAL BANK OF OMAHA
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
M&I ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ BANK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. Toll
--------------------------
Name: ▇▇▇▇▇▇ ▇. Toll
Title: Vice President
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ATTACHMENT I
TO THE FIRST AMENDMENT TO THIRD AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
APPENDIX I
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
REVOLVING CREDIT COMMITMENTS
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REVOLVING CREDIT COMMITMENTS
AMERITRADE HOLDING CORPORATION
REVOLVING REVOLVING AMENDMENT CLOSING
LENDER COMMITMENT COMMITMENT % FEE(1): FEE(2):
------------------- --------------- ------------ --------- -------
First National Bank
of Omaha $ 30,000,000 28.6% $ 5,000 $ 5,000
LaSalle Bank National
Association $ 25,000,000 23.8% $ 5,000 $ 0
M&I ▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇ Bank $ 25,000,000 23.8% $ 3,000 $10,000
▇▇▇▇▇ Fargo Bank,
National Association $ 25,000,000 23.8% $ 2,000 $15,000
TOTAL REVOLVING ---------------
CREDIT COMMITMENT $105,000,000.00
Dated as of December 13, 2004.
(1) Amendment fees will be equal to .0002 (2 bps) times the size of the existing
respective Commitment, without giving effect to the First Amendment, as shown
below:
Existing Commitment Amendment Fee
------------------- -------------
$10,000,000.00 $2,000.00
$15,000,000.00 $3,000.00
$25,000,000.00 $5,000.00
(2) Closing fees will be equal to .0010 (10 bps) times the size of the increase
in the respective Commitment as shown below:
Commitment Amount Increase Closing Fee
-------------------------- -----------
$ 5,000,000.00 $ 5,000.00
$10,000,000.00 $10,000.00
$15,000,000.00 $15,000.00
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