FIRST AMENDMENT TO 1998 REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT to 1998 REVOLVING CREDIT AGREEMENT (the "First
Amendment") is intended to amend the terms of the 1998 Revolving Credit
Agreement (the "Agreement") dated as of December 7, 1998, among DATA
TRANSMISSION NETWORK CORPORATION; FIRST NATIONAL BANK OF OMAHA; FIRST NATIONAL
BANK, WAHOO, NEBRASKA; THE FIRST NATIONAL BANK OF CHICAGO; NORWEST BANK
NEBRASKA, N.A.; DRESDNER BANK, AG, NEW YORK AND GRAND CAYMAN BRANCHES;
MERCANTILE BANK OF ST. LOUIS, N.A.; U.S. BANK, NATIONAL ASSOCIATION; BANK OF
MONTREAL; LASALLE NATIONAL BANK; NATIONAL BANK OF CANADA; FIRST NATIONAL BANK OF
OMAHA, as Agent; and DRESDNER BANK, AG, NEW YORK AND GRAND CAYMAN BRANCHES, as
Documentation Agent. 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 the meanings prescribed in the Agreement. The Agreement shall
be amended as follows:
1. Section 2.1 of the Agreement is hereby amended to read as
follows:
2.1 Revolving Credit. Until the earlier of June 30, 2001, or the
date on which the loan hereunder is converted to a term loan in
accordance with Section 2.4, the Revolving Lenders severally
agree to advance funds for general corporate purposes not to
exceed $122,900,000 (the "Base Revolving Credit Facility") to the
Borrower on a revolving credit basis (amounts outstanding under
the Acquisition Notes, Existing Term Notes and Related Bank Debt
shall not be counted against such Base Revolving Credit Facility
limit). Such Advances shall be made on a pro rata basis by the
Revolving Lenders, based on the following maximum advance limits
and applicable percentages for each Revolving Lender: (i) as to
FNB-O, $19,000,000 (15.46%); (ii) as to FNB-W, $490,000 (.40%);
(iii) as to First of Chicago, $7,010,000 (5.7%); (iv) as to
Norwest, $9,810,000 (7.98%); (v) as to LaSalle, $10,860,000
(8.84%); (vi) as to Dresdner, $23,164,000 (18.85%); (vii) as to
Mercantile, $17,000,000 (13.83%), (viii) as to U.S. Bank,
$12,856,000 (10.46%); (ix) as to Montreal, $9,910,000 (8.06%);
and (x) as to NBC, $12,800,000 (10.42%). The Borrower shall not
be entitled to any Advance hereunder if, after the making of such
Advance, the Leverage Ratio would exceed thirty-six (36),
determined at the time of the Advance. Nor shall the Borrower be
entitled to any further Advances hereunder after the occurrence
of a material adverse change in its management personnel, as
described in Section 4.14(b), or after the occurrence of any
Event of Default with respect to the Borrower. Advances shall be
made, on the terms and conditions of this Agreement, upon the
Borrower's request. Requests shall be made by 12:00 noon Omaha
time on the Business Day prior to the requested date of the
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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 Revolving Credit Notes.
2. The agent fee referenced in the last sentence of Section 2.2 of
the Agreement is hereby increased from $40,000.00 to $50,000.00.
3. Section 3.13 of the Agreement is hereby amended to read as
follows:
3.13 Financial Condition. The financial condition of the Borrower
and its Subsidiaries is truly and accurately set forth in the
most recent financial statements which have been provided from
time to time to the Lenders and no material adverse change in the
financial condition of the Borrower and its Subsidiaries, taken
as a whole, has occurred since the date of such financial
statements.
4. All references in the Agreement to June 30, 2000, shall be
amended to June 30, 2001; and the reference in Section 2.4 to the
maturity date of the Converted Notes shall be amended from June
30, 2004 to June 30, 2005.
5. In connection with this First Amendment, each of the Lenders
whose pro rata portion of the Base Revolving Credit Facility is
being increased will receive at the closing specified in
Paragraph 6 below the closing fee shown in Exhibit B to this
First Amendment.
6. On the closing date for this First Amendment, which shall be a
date mutually acceptable to the Borrower and the Agent, the
Revolving Lenders shall either lend, or be repaid, the principal
amounts shown on Exhibit C hereof, so that the principal amounts
outstanding on the Base Revolving Credit Facility will match the
percentages shown for each Revolving Lender in Section 2.1 of the
Agreement as amended by this First Amendment. Effective as of
such closing date, the Borrower shall issue new Notes in the form
specified in Exhibit A hereto to the Revolving Lenders in the
respective principal amounts shown in Paragraph 1 of this First
Amendment. Upon the delivery of the new Notes, the existing
Revolving Credit Lenders will cancel and will return to the
Borrower the existing Revolving Credit Notes.
7. This First Amendment shall not affect and there remain
outstanding from the Borrower to the Banks, the Existing Term
Notes and the Related Bank Debt.
8. This First Amendment may be executed in several counterparts and
such counterparts together shall constitute one and the same
instrument.
Except as expressly agreed herein, all terms of the Agreement shall
remain in full force and effect.
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IN WITNESS WHEREOF, the undersigned have executed this FIRST AMENDMENT
TO 1998 REVOLVING CREDIT AGREEMENT dated as of January 29, 1999.
DATA TRANSMISSION NETWORK
CORPORATION
By /s/ Xxxxx Xxxxxx
Title:CFO
FIRST NATIONAL BANK OF OMAHA
By Xxxxx X. Xxxxxx
Title:Vice President
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
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DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By /s/ Xxxxxxx X. Xxxxxxx
Title:Vice President
By /s/ Xxxxx Xxxxxxxx
Title:Assistant Treasurer
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
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FIRST NATIONAL BANK, WAHOO,
NEBRASKA
By /s/ Xxxxxxxxx Xxxxx
Title:Second Vice President
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
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THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Xxxxxx X. Xxxxx
Title:First Vice President
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:
Xxxxxxxx
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XXXXXXX XXXX NEBRASKA, N.A.
By /s/Xxxxx
Title:Vice President
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
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LASALLE NATIONAL BANK, a national
banking association
By/s/ Xxx Xxxxxx
Title:Assistant Vice President
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
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MERCANTILE BANK OF
ST. LOUIS, N.A.
By /s/Xxxxxx X. Xxxxxx, Xx.
Title:Vice President
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
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U.S. BANK, NATIONAL
ASSOCIATION
By/s/ Xxxx Xxxxxx
Title:Vice President
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
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NATIONAL BANK OF CANADA, a Canadian bank
By /s/
Title:Vice President
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
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BANK OF MONTREAL, a Canadian bank
By/s/ Xxxxx Xxxxxxx
Title:Director
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
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EXHIBIT A
TO FIRST AMENDMENT TO 1998 REVOLVING CREDIT AGREEMENT
among
DATA TRANSMISSION NETWORK,
FIRST NATIONAL BANK OF OMAHA,
FIRST NATIONAL BANK, WAHOO, NEBRASKA,
THE FIRST NATIONAL BANK OF CHICAGO,
NORWEST BANK NEBRASKA, N.A.,
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
MERCANTILE BANK OF ST. LOUIS, N.A.,
U.S. BANK, NATIONAL ASSOCIATION,
BANK OF MONTREAL,
LASALLE NATIONAL BANK, NATIONAL BANK OF CANADA,
FIRST NATIONAL BANK OF OMAHA, as Agent
AND
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES, as Documentation Agent
FORM OF NOTES
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SECURED BUSINESS PROMISSORY NOTE
Omaha, Nebraska $
, 19 June 30, 2001
--------------- ---- -------------
(Note Date) (Maturity Date)
REVOLVING NOTE TERMS
On or before June 30, 2001, DATA TRANSMISSION NETWORK CORPORATION
("Maker") promises to pay to the order of [REVOLVING LENDER] ("Lender") the
principal sum hereof, which shall be the lesser of_____________________________
Dollars, or so much thereof as may have been advanced by Lender, either directly
under this Note or as an advance pursuant to the 1998 Revolving Credit Agreement
dated as of December 7, 1998, as amended from time to time (the "Agreement")
among Maker and Lender, First National Bank of Omaha, First National Bank,
Wahoo, Nebraska, The First National Bank of Chicago, Norwest Bank Nebraska,
N.A., LaSalle National Bank, Dresdner Bank AG, New York and Grand Cayman
Branches, Mercantile Bank of St. Louis, N.A., Bank of Montreal, U.S. Bank,
National Association, and National Bank of Canada (collectively, the "Lenders"),
First National Bank of Omaha, as Agent, and Dresdner Bank, AG, New York and
Grand Cayman Branches, as Documentation Agent. All capitalized terms not defined
herein shall have their respective meanings as set forth in the Agreement.
Interest shall accrue on the principal sum hereof from and including
the Note Date above to the earlier of the Maturity Date or the date of
Conversion (as such term is defined hereafter) at a variable rate, which shall
fluctuate on a monthly basis, equal to the rate announced from time to time by
FNB-O as its "National Base Rate" minus a margin as determined below. The margin
shall be adjusted quarterly after receipt of Maker's Quarterly Compliance
Certificate (as defined in the Agreement). Adjustments shall be retroactive to
the beginning of the current quarter.
(a) If the Quarterly Compliance Certificate shows that, as of the
end of the prior quarter, the Leverage Ratio was greater than 42, the
margin for the current quarter (meaning the quarter in which the
certificate is required to be delivered) shall be .25%.
(b) If the Quarterly Compliance Certificate shows that, as of the
end of the prior quarter, the Leverage Ratio was greater than 36 but
equal to or less than 42, the margin for the current quarter shall be
.50%.
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(c) If the Quarterly Compliance Certificate shows that, as of the
end of the prior quarter, the Leverage Ratio was greater than 30 but
equal to or less than 36, the margin for the current quarter shall be
.75%.
(d) If the Quarterly Compliance Certificate shows that, as of the
end of the prior quarter, the Leverage Ratio was greater than 24 but
equal to or less than 30, the margin for the current quarter shall be
1.00%.
(e) If the Quarterly Compliance Certificate shows that, as of the
end of the prior quarter, the Leverage Ratio was greater than 18 but
equal to or less than 24, the margin for the current quarter shall be
1.25%.
(f) If the Quarterly Compliance Certificate shows that, as of the
end of the prior quarter, the Leverage Ratio was equal to or less than
18, the margin for the current quarter shall be 1.375%.
The Base Rate minus the applicable margin as determined above is hereinafter
referred to as the "Revolving Credit Rate." Changes in the Base Rate shall be
effective on the first day of each month, based on the Base Rate in effect as of
such day. Interest shall be due upon the rendering of each monthly invoice
therefor by FNB-O.
TERM NOTE TERMS
Upon the earlier of: (i) June 30, 2001; or (ii) Maker's giving notice
of its election to convert the revolving credit loan evidenced by this Note, or
any portion thereof, to a term loan, the revolving loan referenced above (or
applicable portion thereof) shall be deemed converted to a term loan (the
"Conversion"). Any such term loan shall be evidenced by notes (the "Converted
Notes") separate from the initial Revolving Credit Notes. Upon the issuance of
Converted Notes, the Revolving Credit Facility shall be reduced by the principal
amount of such Converted Notes (and shall be increased to the extent permitted
in Section 2.1(b) of the Agreement) and no further Advances shall be made by the
Revolving Lenders on the converted amount. The then outstanding principal
hereunder shall become due and payable in forty-eight equal installments of
principal, with the first such installment due on the last day of the month
following Conversion, or, if such day is not a Business Day, on the next
succeeding Business Day, subsequent installments due on the last day of each
consecutive month thereafter. In any event, the total amount of all unpaid
principal and accrued interest hereunder shall be due and payable no later than
June 30, 2005.
After Conversion, interest shall accrue on the principal outstanding
from time to time at a variable rate, which shall fluctuate on a monthly basis,
which is equal to the Revolving Credit Rate plus .25%. For purposes of computing
such variable rate, changes in the Base Rate shall be effective on the first day
of each month based on the Base Rate in effect on such day. Notwithstanding
anything in the foregoing to the contrary, after Conversion, Maker may elect to
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have a fixed interest rate apply to the outstanding Principal Loan Amount
converted and outstanding after the date of giving notice of such fixed rate
election (the "Fixed Rate Notice"). Such fixed rate shall be equal to the
greater of:
(a) the Revolving Credit Rate in effect on the date of the
notice1, plus .375%, or
(b) the average of the yields on constant maturity Treasury Bonds
with maturities of three years and five years, as quoted in the
immediately preceding monthly Federal Reserve Statistical Release (the
"Release") plus the following incremental percentage determined based
upon the Leverage Ratio2 as of the last day of the preceding month: (x)
if the Leverage Ratio is greater than 36, the incremental percentage
shall be 2.25%; (y) if the Leverage Ratio is greater than 24 but not in
excess of 36, the incremental percentage shall be 2.00%; and (z) if the
Leverage Ratio is 24 or less, the incremental percentage should be
1.75%;
Any election of a fixed rate by Maker shall be final and irrevocable. Interest
shall be due each month concurrently with the Maker's principal payment.
Notwithstanding anything to the contrary elsewhere herein, after an Event of
Default has occurred interest shall accrue on the entire outstanding balance of
principal and interest at a fluctuating rate equal to the Default Rate. Interest
shall be calculated on the basis of the actual number of days outstanding and a
360-day year. Interest shall continue to accrue on the full unpaid balance
hereunder notwithstanding any permitted or unpermitted failure of Maker to make
a scheduled payment or the fact that a scheduled payment day falls on a day
other than a Business Day. If Maker's most recent Quarterly Compliance
Certificate shows that, as of the end of the prior quarter, the Leverage Ratio
was in excess of thirty-six (36) at the end of such quarter, the current quarter
shall be deemed a "Restricted Quarter." If, any time during a Restricted Quarter
(including, without limitation, during any period in such quarter prior to
delivery of the Quarterly Compliance Certificate), the interest rate accruing on
any Existing Term Note (as defined in the Agreement) or Converted Note is less
than 7.50% per annum, a "Trigger Event" shall be deemed to have occurred. Upon
the occurrence of a Trigger Event, Maker shall be obligated to pay the following
fees: (i) .375% of the outstanding principal balance as of the date preceding
the Trigger Event of each Existing Term Note or Converted Note which accrues
interest at less than seven and one-half percent (7.50%) per annum which amount
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shall be payable promptly upon invoicing by FNB-O; (ii) the same amount as
computed in clause (i), payable on the six-month anniversary of the Trigger
Event; and (iii) the same amount as computed in clause (i), payable on the
twelve-month anniversary of the Trigger Event.
Maker may at any time prepay in whole or in part the Principal Loan
Amount outstanding under this Revolving Credit Note or a Converted Note if the
Maker has given the Revolving Lenders at least two (2) business days prior
written notice of its intention to make such prepayment. Any such prepayment may
be made without penalty except for a Converted Note as to which interest is
accrued at a fixed rate in accordance with clause (a) or (b) above, in which
event a prepayment penalty shall be due to the Lender, at Lender's option,
either: (1) the Make-Whole Premium due in respect of such prepayment; or (2) the
applicable prepayment fee as set forth below. The applicable prepayment fee for
any Converted Note shall be: (i) if the notice electing fixed interest was given
within twelve (12) months of Conversion, the fee shall be 1.50% of the amount of
such prepayment; (ii) if the notice electing fixed interest was given after
twelve (12) months of Conversion, but within twenty-four (24) months of
Conversion, the fee shall be .75% of the amount of such prepayment; and (iii) if
the notice electing fixed interest was given after twenty- four (24) months of
Conversion, but within thirty-six (36) months of Conversion, the fee shall be
.30% of the amount of such prepayment.
GENERAL TERMS
Payment of this Note and the performance of Maker's obligations under
the Agreement ("Obligations") are secured by a security interest granted to
First National Bank of Omaha, as agent for the Lenders and others ("Agent"),
under the Security Agreement in:
All of Maker's accounts, accounts receivable, chattel paper, documents,
instruments, goods, inventory, equipment, general intangibles, contract
rights, all rights of Maker in deposits and advance payments made to
Maker by its customers and Subscribers, accounts due from advertisers
and all ownership, proprietary, copyright, trade secret and other
intellectual property rights in and to computer software (and
specifically including, without limitation, all such rights in DTN
transmission computer software used in the provision of the Basic DTN
Subscription Service and Farm Dayta Service to Maker's Subscribers) and
all documentation, source code, information and works of authorship
pertaining thereto, all now owned or hereafter acquired and all
proceeds and products thereof; and
such additional collateral as is more specifically described in the Security
Agreement.
Maker's liability under its Obligations shall not be affected by any of
the following:
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Acceptance or retention by Lender or Agent of other property or
interests as security for the Obligations, or for the liability of any
person other than a Maker with respect to the Obligations;
The release of all or any of the Collateral or other security for
any of the Obligations to any Maker;
Any release, extension, renewal, modification or compromise of any
of the Obligations or the liability of any obligor thereon; or
Failure by Lender or Agent to resort to other security or any
person liable for any of the Obligations before resorting to the
Collateral.
Neither Lender nor Agent is required to take any action whatsoever in
respect of the Collateral. Impairment or destruction of the Collateral shall not
release Maker of its liability hereunder.
Maker represents, warrants and covenants as follows:
Maker is authorized to grant to Agent a security interest in the
Collateral;
This Note, the Agreement and the Security Agreement have been duly
authorized, executed and delivered by the Maker and constitute legal,
valid and binding obligations of Maker;
This Note evidences a loan for business or agricultural purposes;
and
Maker agrees to pay all costs of collection in connection with
this Note, the Agreement and the Security Agreement, including
reasonable attorneys' fees and legal expenses.
Upon the failure of Maker to make any payment of principal or interest
when due hereunder or the occurrence of any Event of Default, all of the
Obligations shall, at the option of Agent and without notice or demand, mature
and become immediately due and payable; and Agent shall have all rights and
remedies for default provided by the Uniform Commercial Code, any other
applicable law and/or the Obligations.
All costs and expenses incurred by Lender or Agent in enforcing its
rights under this Note or any mortgage, endorsement, surety agreement, guaranty
relating thereto are the obligation of Maker and are immediately due and
payable. Interest shall accrue on such costs and expenses from the date of
incurrence at the rate specified herein for delinquent Note payments. Each
Maker, endorser, surety and guarantor hereby waives presentment, protest,
demand, notice of dishonor, and the defense of any statute of limitations.
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Without affecting the liability of any Maker, endorser, surety or
guarantor, the holder or Agent may, without notice, renew or extend the time for
payment, accept partial payments, release or impair any Collateral or other
security for the payment of this Note or agree to xxx any party liable on it.
Neither Lender nor Agent shall be deemed to have waived any of its
rights upon or under this Note, or under any mortgage, endorsement, surety
agreement or guaranty, unless such waivers be in writing and signed by Lender or
Agent, as the case may be. No delay or omission on the part of Lender or Agent
in exercising any right shall operate as a waiver of such right or any other
right. A waiver on any one occasion shall not be construed as a bar to or waiver
of any right on any future occasion. All rights and remedies of Lender or Agent
on liabilities or the Collateral, whether evidenced hereby or by any other
instrument or papers, shall be cumulative and may be exercised singularly or
concurrently.
Maker, if more than one, shall be jointly and severally liable
hereunder and all provisions hereof regarding the liabilities or security of
Maker shall apply to any liability or any security of any or all of them. This
Note shall be binding upon the heirs, executors, administrators, assigns or
successors of Maker; shall constitute a continuing agreement, applying to all
future as well as existing transactions, whether or not of the character
contemplated at the date of this Note, and if all transactions between Lender
and Maker shall be at any time closed, shall be equally applicable to any new
transactions thereafter, provided that Lender's interest in the Collateral shall
be limited to the extent provided in the Security Agreement; shall benefit
Lender, its successors and assigns; and shall so continue in force
notwithstanding any change in any partnership party hereto, whether such change
occurs through death, retirement or otherwise.
All obligations of Maker hereunder shall be payable in immediately
available funds in lawful money of the United States of America at the principal
office of First National Bank of Omaha in Omaha, Nebraska or at such other
address as may be designated by Bank in writing.
This Note shall be construed according to the laws of the State of
Nebraska.
Unless the content otherwise requires, all terms used herein which are
defined in the Uniform Commercial Code shall have the meanings therein stated.
Any provision of this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.
This Note is given in substitution of that certain Secured Business
Promissory Note dated _____________, ____ the original principal amount of
$____________. This Note shall not affect, and there remains outstanding from
the Maker to certain of the Lenders the Related Bank Debt and the Existing Term
Notes (as such terms are defined in the Agreement), and, as to each, all
extensions, renewals, and substitutions of or for the foregoing.
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Executed as of this _____ day of _____________, _____.
DATA TRANSMISSION NETWORK
CORPORATION
By:
Title:
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PROMISSORY NOTE SCHEDULE
Loan Advances and Payments of Principal
DATA TRANSMISSION NETWORK CORPORATION
REVOLVING NOTE ADVANCES AND PAYMENTS:
Amount of Unpaid
Amount Principal Paid Amount of Principal Notation
Date of Advance or Prepaid Interest Paid Balance Made By
---- ---------- --------------- ------------- --------- --------
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TERM NOTE:
Date of Conversion:
Amount Due at Date of Conversion:
Fixed Rate Notice Date: Fixed Rate: %
Amount of Unpaid
Amount Principal Paid Amount of Principal Notation
Date of Advance or Prepaid Interest Paid Balance Made By
---- ---------- -------------- ------------- --------- --------
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EXHIBIT C
TO FIRST AMENDMENT TO 1998 REVOLVING CREDIT AGREEMENT
among
DATA TRANSMISSION NETWORK,
FIRST NATIONAL BANK OF OMAHA,
FIRST NATIONAL BANK, WAHOO, NEBRASKA,
THE FIRST NATIONAL BANK OF CHICAGO,
NORWEST BANK NEBRASKA, N.A.,
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
MERCANTILE BANK OF ST. LOUIS, N.A.,
U.S. BANK, NATIONAL ASSOCIATION,
BANK OF MONTREAL,
LASALLE NATIONAL BANK, NATIONAL BANK OF CANADA,
FIRST NATIONAL BANK OF OMAHA, as Agent
AND
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES, as Documentation Agent
CLOSING ALLOCATIONS
23
- 628 -
EXHIBIT C
TO
FIRST AMENDMENT TO 1998 REVOLVING CREDIT AGREEMENT
Lender Current Current Revised Revised Adjustment
% Outstanding % Outstanding
FNB-O 19.80 $10,989,000 15.46% $ 8,580,300 $(2,408,700)
FNB-W .40 222,000 .40% 222,000 No Change
First of
Chicago 2.49 1,381,950 5.70% 3,163,500 1,781,550
Norwest 8.04 4,462,200 7.98% 4,428,900 ( 33,300)
LaSalle 10.30 5,716,500 8.84% 4,906,200 ( 810,300)
Dresdner 10.54 5,849,700 18.85% 10,461,750 4,612,050
Mercantile 13.92 7,725,600 13.83% 7,675,650 ( 49,950)
Montreal 8.13 4,512,150 8.06% 4,473,300 ( 38,850)
U.S. Bank 10.54 5,849,700 10.46% 5,805,300 ( 44,400)
NBC 15.84 8,791,200 10.42% 5,783,100 (3,008,100)
TOTALS 100.00% $55,500,000 100.00% $55,500,000 $ -0-
24
- 629 -
EXHIBIT B
TO 1998 REVOLVING CREDIT AGREEMENT
among
DATA TRANSMISSION NETWORK,
FIRST NATIONAL BANK OF OMAHA,
FIRST NATIONAL BANK, WAHOO, NEBRASKA,
THE FIRST NATIONAL BANK OF CHICAGO,
NORWEST BANK NEBRASKA, N.A.,
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
MERCANTILE BANK OF ST. LOUIS, N.A.,
U.S. BANK, NATIONAL ASSOCIATION,
BANK OF MONTREAL,
LASALLE NATIONAL BANK,
NATIONAL BANK OF CANADA,
FIRST NATIONAL BANK OF OMAHA, as Agent
AND
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES, as Documentation Agent
CLOSING FEES
25
- 630 -
EXHIBIT B
TO
FIRST AMENDMENT TO 1998 REVOLVING CREDIT AGREEMENT
BANKS RECEIVING .25% OF INCREASE:
Bank Amount of Increase Closing Fee
FNB-O $ 3,000,000 $ 7,500.00
LaSalle $ 2,540,000 $ 6,350.00
BANKS RECEIVING .375% OF INCREASE:
Bank Amount of Increase Closing Fee
FNB-W $ 165,000 $ 618.75
First of Chicago $ 4,995,000 $18,731.25
Norwest $ 3,310,000 $12,412.50
Dresdner $14,649,000 $54,933.75
Mercantile $ 5,755,000 $21,581.25
U.S. Bank $ 4,341,000 $16,278.75
Montreal $ 3,345,000 $12,543.75
BANKS RECEIVING .00% OF INCREASE
Bank Amount of Increase Closing Fee
NBC $ -0- $ -0-
26
- 631 -
--------
1 Determined based on the Leverage Ratio calculated on the Total
Indebtedness and Operating Cash Flow as of the last day of the
preceding month, adjusted to show any increases in the Leverage Ratio
as a result of additional Total Indebtedness incurred (reduced by any
principal payments on such Total Indebtedness) during the quarter in
which the rate is being fixed as described above.
