FIRST AMENDMENT TO 1996 REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO 1996 REVOLVING CREDIT AGREEMENT (the "First
Amendment"), dated as of July 31, 1996, is intended to amend the terms of the
1996 Revolving Credit Agreement (the "Agreement") dated as of May 3, 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 BOATMEN'S
NATIONAL BANK OF ST. LOUIS. The parties to this First Amendment shall include
the original parties to the Agreement and BANK OF MONTREAL, a Canadian bank
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/Xxxxxx Bank, 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:
Lenders: FNB-O, FNB-W, NBD, Norwest, Farm Credit, Sumitomo,
Mercantile, First Bank, and Montreal, in their
capacity as Revolving Lenders under this Agreement,
the Term Lenders, lenders of the Related Bank Debt,
Boatmen's (as to Articles VI and VII and as to
Section 8.6 only), and such additional lenders as may
be added hereto or thereto from time to time.
Revolving
Lenders: FNB-O, FNB-W, NBD, Norwest, Farm Credit, Sumitomo,
Mercantile, First Bank, and Montreal and such
additional Revolving Lenders as may be added as
Revolving Lenders under Section 2.1 hereto from time
to time by mutual written agreement of the parties.
Section 2. Section 2.1 of the Agreement shall be amended to
read as follows:
2.1 Revolving Credit. Until the earlier of June 21, 1997,
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
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$49,500,000 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 $49,500,000 limit).
Such Advances shall be made on a pro rata basis by
the Revolving Lenders, based on the following maximum
advance limits for each Revolving Lender: (i) as to
FNB-O, $9,966,000; (ii) as to FNB-W, $226,500; (iii)
as to NBD, $5,753,100; (iv) as to Norwest,
$3,533,400; (v) as to Farm Credit, $9,603,600; (vi)
as to Sumitomo, $4,829,900; (vii) as to Mercantile,
$4,983,000, (viii) as to First Bank, $5,000,000, and
(ix) as to Montreal, $5,604,500. The Borrower shall
not be entitled to any Advance hereunder if, after
making of such Advance, the Total Indebtedness would
exceed thirty-six (36) times the Borrower's Operating
Cash Flow, 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
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.
Section 4. The Borrower hereby restates for the benefit of
the Lenders the representations and warranties
contained in Article III of the Agreement and affirms
that such representations and warranties are true and
correct as of the date of this First Amendment.
Section 5. The Lenders hereby acknowledge the Second
Amendment to the 1996 Term Credit Agreement dated as
of July 31, 1996 among the parties herein (not
including Boatmen's) and Broadcast Partners, and
hereby consent to the increase of $300,000 in the
total term credit facility to $48,490,000.
Section 6. This First Amendment may be executed in several
counterparts and such counterparts together shall
constitute one and the same instrument.
Section 7. This First Amendment shall be effective upon the
execution and delivery thereof by the parties hereto.
References in the Notes to the Loan Agreement shall
be deemed amended to refer to the Loan Agreement as
amended by this First Amendment.
IN WITNESS WHEREOF, the undersigned have executed this FIRST AMENDMENT
TO 1996 REVOLVING CREDIT AGREEMENT dated as of July 31, 1996.
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DATA TRANSMISSION NETWORK
CORPORATION
By /s/ Xxxxx Xxxxxx
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Title: CFO, Secretary,Treasurer
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FIRST NATIONAL BANK OF OMAHA
By Xxxxx X. Xxxxxx
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Title: Vice President
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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: /s/ BL
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Borrower
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THE SUMITOMO BANK, LIMITED
By /s/ Xxxxxxx X.X. Xxxxx
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Title: Vice President
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By /s/ Xxxxxx X. Xxxxxx
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Title: Vice President
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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: /s/ BL
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Borrower
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FIRST NATIONAL BANK, WAHOO, NEBRASKA
By /s/ Xxxxxxxxx X. Xxxxx
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Title: 2nd Vice President
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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: /s/ BL
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Borrower
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NBD BANK
By /s/ X.X. Xxxxxx
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Title: Vice President
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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: /s/ BL
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Xxxxxxxx
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XXXXXXX XXXX NEBRASKA, N.A.
By /s/ Xxxxxx X. Xxxx
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Title: Vice President
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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: /s/ BL
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Borrower
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FARM CREDIT SERVICES OF THE MIDLANDS, PCA
By /s/ Xxxxxx X. Xxxxxx
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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: /s/ BL
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Borrower
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MERCANTILE BANK OF ST. LOUIS, N.A.
By /s/ Xxxxxx X. Scooter
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Title: Vice President
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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: /s/ BL
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Borrower
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FIRST BANK, NATIONAL ASSOCIATION
By /s/ X.X. Xxxxxxxx
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Title: Senior Vice President
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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: /s/ BL
------------------------
Borrower
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BOATMEN'S NATIONAL BANK OF ST. LOUIS
By /s/ Xxxxxx X. Xxxxxx, Xx
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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: /s/ BL
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Borrower
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BANK OF MONTREAL
By /s/ Xxxx Xxxxxxxxxxx
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Title: Director
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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: /s/ BL
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Borrower
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