AMENDMENT TO LOAN AGREEMENT
This Agreement, made as of the 7th day of July, 1995, by and among First
National Bank of Omaha ("BANK"), a national banking association with
principal offices in Omaha, Nebraska; TRANSTERRA CO. ("BORROWER"), a Nebraska
corporation with principal offices in Omaha, Nebraska; AmeriTrade, Inc.
("AMERITRADE"), a Nebraska corporation with principal offices in Omaha,
Nebraska; and Xxxx Xxx Xxxxxxxx ("GUARANTOR"), a resident of Xxxxxxx County,
Nebraska.
Whereas, BANK and BORROWER executed a written Loan Agreement dated
December 22, 1994 (the "AGREEMENT").
Whereas, the AGREEMENT was executed contemporaneously with a revolving
promissory note in the amount of $500,000.00 ("REVOLVING NOTE") and a term
promissory note in the amount of $1,900,000.00 ("TERM NOTE").
Whereas, BORROWER desires to borrow additional funds from BANK in the
amount of $6,000,000 ("TERM NOTE B") in the form attached hereto as Exhibit D.
Whereas, the parties now desire to amend the AGREEMENT.
Now, therefore, in consideration of the AGREEMENT, and their mutual
covenants herein, the parties hereto agree as follows:
1. All terms and conditions of the LOAN AGREEMENT shall remain in full
force and effect except as expressly amended herein. All capitalized terms
herein shall have the meanings described in the LOAN AGREEMENT.
2. Section 1. of the AGREEMENT is hereby amended to read, effective
immediately:
1. MINIMUM NET CAPITAL.
AMERITRADE shall, at all times until full repayment to BANK of any
and all indebtedness due to BANK as the result of the NOTES, maintain net
capital in excess of Eight Million ($8,000,000.00) Dollars. Said net
capital is to be calculated according to United States Securities and
Exchange Commission Rule 15c 3-1. Failure to maintain such minimum net
capital shall constitute a default sufficient to allow BANK, at its
option, to accelerate the loan obligation represented by the NOTES.
3. Section 4. of the AGREEMENT is hereby amended to read, effective
immediately:
4. MINIMUM NET WORTH.
BORROWER shall, at all times until full repayment to BANK of any and
all indebtedness due to BANK as the result of the NOTES, maintain net
worth in excess of Twelve Million ($12,000,000.00) Dollars until 12-31-95.
At 12-31-95, net worth will be $12,000,000 plus 50% of net income for
fiscal year ending 9-30-95; at 12-31-96, $12,000,000 plus 50% of 9-30-96
and 9-30-95; at 12-31-97 $12,000,000 plus 50% of 9-30-97, 9-30-96, and
9-30-95; and at 12-31-98 $12,000,000 plus 50% of 9-30-98, 9-30-97,
9-30-96, and 9-30-95. This calculation assumes net income is greater
than or equal to zero. Said net worth is to be calculated according to
generally accepted accounting principles ("GAAP"). Failure to maintain
such minimum net worth shall constitute a default in repayment sufficient
to allow BANK, at its option, to accelerate the loan obligation
represented by the NOTES.
5. GUARANTOR consents to this Agreement, and by his execution hereof
ratifies and confirms his executed written guarantee of BORROWER'S obligations.
In witness whereof the parties set their hands as of the date first written
above.
TransTerra Co. AmeriTrade, Inc.
by /s/ Xxxx Xxx Xxxxxxxx by /s/ Xxxx Xxx Xxxxxxxx
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Its Chairman Its Chairman
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First National Bank of Omaha
by /s/ Xxxxx X. Xxxxxx
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Its Vice President
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/s/ Xxxx Xxx Xxxxxxxx
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Xxxx Xxx Xxxxxxxx, Guarantor
