SECOND AMENDMENT TO 1996 TERM CREDIT AGREEMENT
THIS SECOND AMENDMENT TO 1996 TERM CREDIT AGREEMENT (the "Second
Amendment"), dated as of July 31, 1996, is intended to amend the terms of the
1996 Term Credit Agreement dated as of May 3, 1996, as previously amended (the
"Agreement") by the First Amendment to 1996 Term Credit Agreement ("First
Amendment") dated as of July 17, 1996, among DATA TRANSMISSION NETWORK
CORPORATION, FIRST NATIONAL BANK OF OMAHA, FIRST NATIONAL BANK, WAHOO, NEBRASKA,
NBD BANK, NORWEST BANK NEBRASKA, N.A., FARM CREDIT SERVICES OF THE MIDLANDS,
PCA, THE SUMITOMO BANK, LIMITED, MERCANTILE BANK OF ST. LOUIS, N.A., FIRST BANK,
NATIONAL ASSOCIATION, and BROADCAST PARTNERS. The parties to this Second
Amendment shall include each of the parties to the First Amendment and shall
also include BANK OF MONTREAL, a Canadian bank being represented by its office
at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 ("Montreal"). All terms and
conditions of the Agreement shall remain in full force and effect except as
expressly amended herein. All capitalized terms herein shall have their
respective meanings set forth in the Agreement. The Agreement shall be amended
as set forth below.
Section 1. "Article I: Definitions" of the Agreement shall be
amended by adding the following definition:
Montreal: Bank of Montreal, a Canadian bank being
represented by its office at 000 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000.
The following definitions shall be amended to read as follows:
Notes: Those certain promissory notes from the Borrower to
the Lenders dated as of May 3, 1996, July 17, 1996,
and July 31, 1996, including, without limitation, the
Notes to the Banks as referenced in Section 2.1
hereof, and such additional term notes as the parties
may hereafter agree to add hereto as Notes.
Section 2. Section 2.1 of the Agreement shall be amended to read
as follows:
2.1. Term Credit. The Banks agree to advance
$48,490,000 to the Borrower for the purchase of
substantially all of the assets of Broadcast
Partners. Such advances shall be made, in one or more
closings, on a pro rata basis by the Banks, based on
the following maximum advance limits for each Bank:
(1) as to FNB-O, $10,780,000; (ii) as to FNB-W,
$245,000; (iii) as to NBD, $6,223,000; (iv) as to
Norwest, $4,047,000; (v) as to Farm Credit,
$10,388,000; (vi) as to Mercantile, $5,333,900;
(vii)as to Sumitomo, $5,170,000, (viii) as to First
Bank, $1,933,000, (ix) as to Montreal, $4,370,100.
1
- 177 -
It is understood and agreed by the parties that the
foregoing advances by FNB-O, FNB-W, NBD, and Farm
Credit were made at the initial closing under the
Agreement on May 3, 1996. The foregoing advance by
Norwest represents an advance of $1,822,000 which was
made at the initial closing under the Agreement on
May 3, 1996, and an additional advance of $2,225,000,
which was made at the closing under the First
Amendment on July 17, 1996. The foregoing advances by
Mercantile, Sumitomo and First Bank were made at the
closing under the First Amendment on July 17, 1996.
The advance made by Montreal represents a new
advance, the proceeds of which shall be used to
prepay the existing Note held by Broadcast Partners
in the remaining principal amount of $4,070,100, and
to provide an additional $300,000 to the Borrower.
Section 3. The Borrower shall, upon the effective date hereof, pay a
fee of $2,185.05 to FNB-O, for distribution to Montreal.
Section 4. Notwithstanding Section 2.2 of the Agreement, the Note
issued to Montreal shall bear interest on the principal loan amount thereof at a
variable rate per annum equal to New York Prime minus one-half of one percent
(0.5%). After an Event of Default, such floating rate Notes will bear interest
at a rate per annum equal to three and one-half percent (3.5%) above New York
Prime.
Section 5. The Borrower hereby restates for the benefit of the Lenders
the representations and warranties contained in Article IV of the Agreement, as
amended by the First Amendment, and affirms that such representations and
warranties are true and correct as of the date of this Second Amendment.
Section 6. The Lenders hereby acknowledge the First Amendment to the
1996 Revolving Credit Agreement among the parties herein and Boatmen's, and
hereby consent to the increase of $5,604,500 in the total revolving credit
facility to $49,500,000.
Section 7. This Second Amendment may be executed in several
counterparts and such counterparts together shall constitute one and the same
instrument.
Section 8. This Second Amendment shall be effective upon the execution
and delivery thereof by the parties hereto and the delivery of the applicable
Note, dated July 31, 1996, to Montreal. Upon receipt of $4,070,100 plus accrued
and unpaid interest, Broadcast Partners agrees to surrender to the Borrower the
Note dated July 17, 1996 which the Borrower had previously delivered to
Broadcast Partners. Upon receipt of such payment Broadcast Partners shall cease
to be a party to the Agreement, or a "Lender" under the Agreement or the
Revolving Credit Agreement. Notwithstanding any of the foregoing, the
representations, warranties, indemnities and other covenants made by the
Borrower in favor of Broadcast Partners under the Agreement, as amended hereby
and by the First Amendment, and under the Restated Security Agreement dated as
of May 3, 1996, as amended by the First Amendment to 1996 Restated Security
Agreement dated as of June 28, 1996 and by the Second Amendment to 1996 Restated
Security Agreement dated as of July 31,
2
- 178 -
1996, shall survive (a) the payment to Broadcast Partners of the Borrower's Note
dated July 17, 1996 delivered to Broadcast Partners and (b) the cessation of
Broadcast Partners as a party to the Agreement; provided, however, they survive
solely for the benefit of Broadcast Partners as a former Lender under the
Agreement, and not as the seller under the Purchase Agreement (as defined in the
Agreement) or in any other capacity. Broadcast Partners does not waive any
rights inuring to its benefit at any time while it was a Lender under the
Agreement. References in the Notes to the Loan Agreement shall be deemed amended
to refer to the Loan Agreement as amended by this Second Amendment.
IN WITNESS WHEREOF, the undersigned have executed this SECOND AMENDMENT
TO 1996 TERM CREDIT AGREEMENT dated as of July 31, 1996.
DATA TRANSMISSION NETWORK
CORPORATION
By
Title:
3
- 179 -
FIRST NATIONAL BANK OF OMAHA
By
Title:
NOTICE: A credit agreement must be in writing to be enforceable under Nebraska
law. To protect you and us from any misunderstandings or disappointments, any
contract, promise, undertaking, or offer to forebear repayment of money or to
make any other financial accommodation in connection with this loan of money or
grant or extension of credit, or any amendment of, cancellation of, waiver of,
or substitution for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.
INITIALED:
Borrower
4
- 180 -
THE SUMITOMO BANK, LIMITED
By
Title:
By
Title:
NOTICE: A credit agreement must be in writing to be enforceable under Nebraska
law. To protect you and us from any misunderstandings or disappointments, any
contract, promise, undertaking, or offer to forebear repayment of money or to
make any other financial accommodation in connection with this loan of money or
grant or extension of credit, or any amendment of, cancellation of, waiver of,
or substitution for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.
INITIALED:
Borrower
5
- 181 -
FIRST NATIONAL BANK,
WAHOO, NEBRASKA
By
Title:
NOTICE: A credit agreement must be in writing to be enforceable under Nebraska
law. To protect you and us from any misunderstandings or disappointments, any
contract, promise, undertaking, or offer to forebear repayment of money or to
make any other financial accommodation in connection with this loan of money or
grant or extension of credit, or any amendment of, cancellation of, waiver of,
or substitution for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.
INITIALED:
Borrower
6
- 182 -
NBD BANK
By
Title:
NOTICE: A credit agreement must be in writing to be enforceable under Nebraska
law. To protect you and us from any misunderstandings or disappointments, any
contract, promise, undertaking, or offer to forebear repayment of money or to
make any other financial accommodation in connection with this loan of money or
grant or extension of credit, or any amendment of, cancellation of, waiver of,
or substitution for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.
INITIALED:
Borrower
7
- 183 -
NORWEST BANK NEBRASKA, N.A.
By
Title:
NOTICE: A credit agreement must be in writing to be enforceable under Nebraska
law. To protect you and us from any misunderstandings or disappointments, any
contract, promise, undertaking, or offer to forebear repayment of money or to
make any other financial accommodation in connection with this loan of money or
grant or extension of credit, or any amendment of, cancellation of, waiver of,
or substitution for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.
INITIALED:
Borrower
8
- 184 -
FARM CREDIT SERVICES OF
THE MIDLANDS, PCA
By
Title:
NOTICE: A credit agreement must be in writing to be enforceable under Nebraska
law. To protect you and us from any misunderstandings or disappointments, any
contract, promise, undertaking, or offer to forebear repayment of money or to
make any other financial accommodation in connection with this loan of money or
grant or extension of credit, or any amendment of, cancellation of, waiver of,
or substitution for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.
INITIALED:
Borrower
9
- 185 -
MERCANTILE BANK OF
ST. LOUIS, N.A.
By
Title:
NOTICE: A credit agreement must be in writing to be enforceable under Nebraska
law. To protect you and us from any misunderstandings or disappointments, any
contract, promise, undertaking, or offer to forebear repayment of money or to
make any other financial accommodation in connection with this loan of money or
grant or extension of credit, or any amendment of, cancellation of, waiver of,
or substitution for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.
INITIALED:
Borrower
10
- 186 -
FIRST BANK, NATIONAL ASSOCIATION
By
Title:
NOTICE: A credit agreement must be in writing to be enforceable under Nebraska
law. To protect you and us from any misunderstandings or disappointments, any
contract, promise, undertaking, or offer to forebear repayment of money or to
make any other financial accommodation in connection with this loan of money or
grant or extension of credit, or any amendment of, cancellation of, waiver of,
or substitution for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.
INITIALED:
Borrower
11
- 187 -
BROADCAST PARTNERS
By
Title:
NOTICE: A credit agreement must be in writing to be enforceable under Nebraska
law. To protect you and us from any misunderstandings or disappointments, any
contract, promise, undertaking, or offer to forebear repayment of money or to
make any other financial accommodation in connection with this loan of money or
grant or extension of credit, or any amendment of, cancellation of, waiver of,
or substitution for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.
INITIALED:
Borrower
12
- 188 -
BANK OF MONTREAL
By
Title:
NOTICE: A credit agreement must be in writing to be enforceable under Nebraska
law. To protect you and us from any misunderstandings or disappointments, any
contract, promise, undertaking, or offer to forebear repayment of money or to
make any other financial accommodation in connection with this loan of money or
grant or extension of credit, or any amendment of, cancellation of, waiver of,
or substitution for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.
INITIALED:
Borrower
- 189 -
