THIRD AMENDMENT TO 1996 TERM CREDIT AGREEMENT
THIS THIRD AMENDMENT TO 1996 TERM CREDIT AGREEMENT (the "Third
Amendment"), dated as of November , 1996, is intended to amend the terms of the
1996 Term Credit Agreement (the "Agreement") dated as of May 3, 1996, and
amended by the First Amendment to 1996 Term Credit Agreement ("First Amendment")
dated as of July 17, 1996, and the Second Amendment to 1996 Term Credit
Agreement (the "Second Amendment") dated as of July 31, 1996, among DATA
TRANSMISSION NETWORK CORPORATION, FIRST NATIONAL BANK OF OMAHA, FIRST NATIONAL
BANK, WAHOO, NEBRASKA, NBD BANK, NORWEST BANK NEBRASKA, N.A., AGAMERICA, FCB
(assignee of FARM CREDIT SERVICES OF THE MIDLANDS, PCA), THE SUMITOMO BANK,
LIMITED, MERCANTILE BANK OF ST. LOUIS, N.A., and FIRST BANK, NATIONAL
ASSOCIATION. (Pursuant to the Second Amendment, Broadcast Partners is no longer
a party to the Agreement.) The parties to this Third Amendment shall include
each of the parties to the First Amendment and the Second 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. The following definitions of Article I shall be amended to
read as follows:
Related
Bank Debt:
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.
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
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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 Notes
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. 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:____________________________________
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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
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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
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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
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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:
Xxxxxxxx
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XXXXXXX XXXX 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
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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
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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
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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
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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
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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
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