1998 SECURITY AGREEMENT
THIS 1998 SECURITY AGREEMENT (this "Security Agreement") is entered
into as of December 7, 1998, between DATA TRANSMISSION NETWORK CORPORATION, a
Delaware corporation having its principal place of business at Suite 200, 0000
Xxxx Xxxxx Xxxx, Xxxxx, Xxxxxxxx 00000 (the "Debtor"), FIRST NATIONAL BANK OF
OMAHA, a national banking association having its principal place of business at
Xxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000 as agent ("Secured Party") for
itself and FIRST NATIONAL BANK, WAHOO, NEBRASKA, a national banking association
having its principal place of business at Xxxxx, Xxxxxxxx 00000 ("FNB-W"), THE
FIRST NATIONAL BANK OF CHICAGO, a national banking association having its
principal place of business at Xxx Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx
00000-0000 (First of Chicago), NORWEST BANK NEBRASKA, N.A., a national banking
association having its principal place of business at 20th and Farnam Streets,
Omaha, Nebraska 68102 ("Norwest"), U.S. BANK, NATIONAL ASSOCIATION, a national
banking association having its principal place of business at 00xx xxx X
Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000 ("U.S. Bank"), DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES, being represented by its office at 00 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 Dresdner, MERCANTILE BANK OF ST. LOUIS, N.A., a national
banking association having its principal place of business at One Mercantile,
7th and Xxxxxxxxxx Xxxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 Mercantile, BANK OF
MONTREAL, a Canadian bank being represented by its office at 000 Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 Montreal, LASALLE NATIONAL BANK, a national banking
association being represented by its office at One Metropolitan Square, 000
Xxxxx Xxxxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 LaSalle, and NATIONAL BANK OF CANADA,
a Canadian bank being represented by its office at 0000 00xx Xxxxxx, Xxxxx 0000,
Xxxxxx, Xxxxxxxx 00000.
WITNESSETH:
WHEREAS, Debtor and Secured Party are parties to a 1997 Security
Agreement dated as of February 26, 1997 as amended by a First Amendment to 1997
Security Agreement dated as of May 15, 1998, as so amended and restated, the
1997 Security Agreement;
WHEREAS, Debtor and Secured Party wish to further amend and restate the
1997 Security Agreement;
WHEREAS, Debtor and Secured Party wish to have this 1998 Security
Agreement be the controlling agreement with respect to the matters set forth
herein, which shall supersede the 1997 Security Agreement; and
WHEREAS, the Debtor and Secured Party do not intend for this 1998
Security Agreement to be deemed to extinguish any existing indebtedness of the
Debtor or to release, terminate or affect the priority of any security therefor;
NOW, THEREFORE, in consideration of the premises, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is agreed as follows:
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1. Grant of Security Interest. Debtor hereby grants to Secured Party
and reaffirms its prior grant of a security interest in the Collateral. All
capitalized terms not defined in this Security Agreement shall have their
respective meanings as set forth in the 1998 Revolving Credit Agreement, as
described in Section 3(i) below.
2. Collateral. The Collateral to which this Security Agreement refers
is described on Exhibit A.
3. Obligations Secured. The security interest granted herein is given
to secure all present and future obligations of Debtor: (i) under the 1998
Revolving Credit Agreement dated as of December 7, 1998, as amended from time to
time between the Debtor and First National Bank of Omaha, FNB-W, Norwest, First
of Chicago, U.S. Bank, Dresdner, Mercantile, Montreal, LaSalle, and NBC; (ii)
under the 1997 Revolving Credit Agreement dated as of February 26, 1997, as
amended from time to time between the Debtor and First National Bank of Omaha,
and the other Lenders named therein; (iii) under the 1997 Term Credit Agreement,
dated as of February 26, 1997, between the Debtor and First National Bank of
Omaha, and the other Lenders named therein, which agreement further amends and
restates the 1996 Term Credit Agreement dated as of May 3, 1996 among such
parties; (iv) under the 1996 Revolving Credit Agreement dated as of June 28,
1996 as amended from time to time between the Borrower, First National Bank of
Omaha, and the other Lenders named therein; (v) under the 1995 Restated Loan
Agreement dated as of June 29, 1995, as amended from time to time between the
Borrower and First National Bank of Omaha, and the other Lenders named therein;
(vi) under the 1993 Restated Loan Agreement dated as of November 8, 1993, as
amended from time to time, between Debtor and First National Bank of Omaha, and
other Lenders named therein; (vii) under any interest rate protection agreement
entered into by Debtor with one or more Lenders; (viii) under any and all Notes
previously, now or hereafter made by Debtor to the Lenders pursuant to any of
the foregoing Loan Agreements and interest rate protection agreements (all of
which are referred to herein as the "Loan Agreements") or any predecessor loan
agreements, including, without limitation, the Existing Term Notes and any notes
given in extension, renewal or substitution of the Notes; (ix) to reimburse the
Secured Party for all sums, if any, advanced to protect the Collateral; and (x)
to reimburse Secured Party for all costs and expenses incurred in collection of
the foregoing, including, without limitation, costs of repossession and sale and
reasonable attorneys' fees. This Security Agreement shall not be deemed to
extinguish existing indebtedness of the Debtor under any of the agreements
referenced in this Section 3 or any of the notes issued thereunder or to
release, terminate or affect the priority of any security therefor.
4. Representations and Warranties. Debtor represents and warrants:
(a) Debt. Debtor is justly indebted to the Lenders for the
obligations secured and has no set off or counterclaim with respect
thereto;
(b) Possession and Ownership. The Collateral is or will be in
Debtor's possession (except for equipment or inventory provided to
Debtor's customers in the ordinary course of business) and Debtor has
or will acquire absolute title thereto and will defend the Collateral
against the claims and demands of all persons other than Secured Party.
Debtor has full right and power to grant the security interest herein
to Secured Party.
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(c) Liens and Encumbrances. No financing statement covering the
Collateral or other filing evidencing any lien or encumbrance on the
Collateral is on file in any public office and there is no lien,
security interest or encumbrance on the Collateral except for the
security interest held by Secured Party pursuant to this Security
Agreement and for those security interests described on Schedule A and
other filings in favor of Secured Party.
(d) Truth of Representations. All information, statements,
representations, and warranties made by Debtor herein and in any
financial or credit statement, application for credit, or any other
writing executed prior to or substantially contemporaneously herewith
are true, accurate and complete in all material respects.
(e) Location. Debtor has its chief executive office, principal
place of business and place where it keeps it records concerning the
Collateral at Xxxxx 000, 0000 Xxxx Xxxxx Xxxx, Xxxxx, Xxxxxxxx 00000.
The Borrower also keeps certain of its records regarding the Collateral
at 00000 Xxxxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000.
(f) Authority. Debtor has full authority to enter into this
Security Agreement and in so doing is not violating any law,
regulation, or agreement with third parties. This Security Agreement
has been duly and validly authorized by all necessary corporate action.
5. Covenants. Debtor covenants and agrees:
(a) Liens and Encumbrances. Except as otherwise expressly allowed
by the Loan Agreements, Debtor shall keep the Collateral free and clear
of liens, encumbrances, security interests, and other claims of third
parties and will, at Debtor's expense, defend the Collateral against
the claims and demands of all third parties. Debtor shall promptly pay
and discharge any indebtedness owing to any third party who, by reason
of said indebtedness, could obtain or become entitled to a lien or
encumbrance on the Collateral, other than such indebtedness being
contested in good faith and with respect to which adequate reserves
have been established.
(b) Proceeds; Sale. Debtor shall not sell or otherwise dispose of
any Collateral without first obtaining the written consent of Secured
Party; provided, however, that Debtor may provide equipment or
inventory to customers and others in the ordinary course of business so
long as: (i) such equipment or inventory is not sold to customers; and
(ii) the value of equipment or inventory disposed of to others (e.g.,
for salvage purposes) does not exceed, in aggregate, $500,000. Debtor
shall at all times keep the Collateral and the proceeds from any
authorized or unauthorized disposition thereof identifiable and
separate from the other property of Debtor or any third party;
provided, however, that Debtor may commingle and use for general
corporate purposes up to $500,000 in aggregate net book value of the
proceeds of sale or other disposition of obsolete or out-of-date
equipment or inventory disposed of in accordance with clause (ii) above
in this Section 5(b).
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(c) Protection of Value. Debtor shall use the utmost care and
diligence to protect and preserve the Collateral, and shall not commit
nor suffer any waste to occur with respect to the Collateral. In
pursuance of the foregoing, Debtor shall maintain the Collateral in
good condition and repair and shall take such steps as are necessary or
as are requested by Secured Party to prevent any impairment of the
value of the Collateral.
(d) Taxes. Debtor shall promptly pay and discharge any and all
taxes, levies and other impositions made upon the Collateral which may
give rise to liens upon the Collateral if unpaid or which are imposed
upon the creation, perfection, or continuance of the security interest
provided for herein, other than taxes being contested in good faith and
with respect to which adequate reserves have been established.
(e) Insurance. All risk of loss of, damage to, or destruction of
the Collateral shall at all times be on Debtor. Debtor shall procure
and maintain, at its own expense, insurance covering the Collateral
against all risks under policies and with companies acceptable to
Secured Party, for the duration of this Security Agreement (except for
equipment provided to Debtor's customers in the ordinary course of
business). Such policies shall be written for and shall name Debtor and
Secured Party as their interests may appear, shall contain a standard
loss payable clause in favor of Secured Party. Proof of insurance shall
be provided to Secured Party upon request. For purposes of security,
Debtor hereby assigns to Secured Party any and all monies (including,
without limitation, proceeds of insurance and refunds of unearned
premiums) due or to become due under any such policy. Debtor hereby
directs the issuer of any such policy to pay any such monies directly
to Secured Party. Secured Party may act as attorney for Debtor in
obtaining, settling and adjusting such insurance and in endorsing any
checks or drafts paid thereunder.
(f) Secured Party as Payee. Debtor shall take such steps as are
necessary or as are requested by Secured Party to have Secured Party
named as a payee on any check, draft or other document or instrument
which Debtor may obtain or anticipate obtaining with respect to the
Collateral. Without limiting the generality of the foregoing, Secured
Party shall be named as a payee on all instruments from insurers of the
Collateral. Notwithstanding anything in the foregoing or in Subsection
(e) above to the contrary, Secured Party agrees that: (i) insurance
proceeds may be paid to Debtor so long as no event of default exists
hereunder and such proceeds are, in aggregate, less than $500,000; and
(ii) Secured Party's rights hereunder are subject to the interests of
the parties identified on Schedule A.
(g) Records. Debtor shall keep accurate and complete records
pertaining to the Collateral and pertaining to Debtor's business and
financial condition, and shall allow Secured Party to inspect the same
from time to time upon reasonable request and shall submit such
periodic reports relating to the same to Secured Party from time to
time as Secured Party may reasonably request. Debtor shall provide that
the Secured Party's interest is noted on all chattel paper and that
there is only one single original of any chattel paper held by Debtor
and created after the date hereof.
(h) Notice to Secured Party. Debtor shall promptly notify Secured
Party of any loss or damage to the Collateral, any impairment of the
value thereof, any claim made thereto by any third party, or any
adverse change in Debtor's financial condition which may affect its
prospect to pay or perform its obligations to Secured Party.
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(i) Location. Except for equipment or inventory provided to
Debtor's customers in the ordinary course of business, Debtor will not
move the Collateral, its chief executive office, principal place of
business or places where it keeps its records concerning the Collateral
from the locations specified above without first obtaining the written
consent of Secured Party and shall not permit any Collateral to be
located in any state in which a financing statement covering the
Collateral is required to be, but has not in fact been, filed in order
to perfect the security interest granted herein. Debtor shall not
change its name without giving Secured Party at least ninety (90) days'
prior notice thereof.
(j) Other Documents. Debtor shall execute such further documents
as may be requested by Secured Party to obtain and perfect a security
interest in the Collateral, including without limitation, Uniform
Commercial Code Financing Statements and amendments thereto. A carbon,
photographic or other reproduction of this Security Agreement or of any
financing statement signed by Debtor shall have the same force and
effect as the original for all purposes of a financing statement.
6. Default. Debtor shall be in default hereunder if any of the
following occurs:
(a) Event of Default. An Event of Default occurs under any of the
Notes or the Loan Agreements.
(b) Failure to Pay. Debtor fails to pay when due or within the
applicable cure period any of the obligations secured hereby.
(c) Misrepresentation. Any of the representations or warranties
made by Debtor herein or in any of the documents referred to herein or
executed prior hereto or substantially contemporaneously herewith are
or become false or misleading in any material respect.
(d) Breach of Covenants. Debtor fails to perform any of its
covenants, agreements or obligations hereunder or under any document
referred to herein or executed prior hereto or substantially
contemporaneously herewith.
(e) Other Indebtedness. Any event occurs which results in
acceleration of the maturity of the indebtedness of Debtor under any
material agreement with any third party.
(f) Loss of Security. Collateral with an aggregate value in excess
of $100,000 is lost, damaged or destroyed.
(g) Business Failure. The death, dissolution, termination of
existence, business failure, appointment of a receiver of any part of
the property of, assignment for the benefit of creditors by, or
commencement of any proceeding in bankruptcy or insolvency by or
against Debtor or any principals of Debtor or any guarantor or surety
for Debtor.
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7. Rights and Remedies of Secured Party. Secured Party shall have all
of the rights and remedies provided at law and in equity and in the Uniform
Commercial Code and in addition thereto and without limitation thereon shall
have the following rights which may be exercised singularly or concurrently:
(a) Inspection. Secured Party may at any time, with or without
notice, enter upon Debtor's premises or any other place where the
Collateral is located to inspect and examine the same and, if Debtor is
in default, to take possession thereof.
(b) Performance by Secured Party. If Debtor fails to perform any
of its obligations hereunder, Secured Party may, at its sole
discretion, pay or perform such obligations for Debtor's account and
may add any cost or expense thereof to the obligations secured hereby.
(c) Acceleration. Upon default, Secured Party may, without demand
or notice to Debtor, accelerate all of the obligations secured hereby
and proceed to enforce payment of the same with or without first
resorting against the Collateral.
(d) Proceed Against Collateral. Subject to applicable cure
periods, if any, upon default, Secured Party may: require Debtor to
make the Collateral available to Secured Party at a place to be
designated by Secured Party; take possession of the Collateral,
proceeding without judicial process or by judicial process (without a
prior hearing or notice thereof which Debtor hereby expressly waives)
and sell, retain or otherwise dispose of the Collateral in full or
partial satisfaction of the obligations secured hereby.
(e) Power of Attorney. Debtor hereby irrevocably appoints (which
appointment is coupled with an interest) Secured Party as Debtor's true
and lawful attorney, with full power of substitution, without notice to
Debtor and at such time or times as Secured Party in its sole
discretion may determine to: (i) create, prepare, complete, execute,
deliver and file such documents, instruments, financing statements, and
other agreements and writings as may be deemed appropriate by Secured
Party to facilitate the intent of this Security Agreement; (ii) notify
account debtors and others with obligations to Debtor to make payment
of their obligations to Secured Party; (iii) demand, enforce and
receive payment of any accounts or obligations owing to Debtor, by
legal proceedings or otherwise; (iv) settle, adjust, compromise,
release, renew or extend any account or obligation owing to Debtor; (v)
notify postal authorities to change the address for delivery of mail to
Debtor to such address as Secured Party may designate; (vi) receive,
open and dispose of all mail addressed to Debtor; (vii) endorse
Debtor's name on any check, note, draft, instrument or other form of
payment that may come into Secured Party's possession; and (viii) send
requests to Debtor's customers and account debtors for verification of
amounts due to Debtor. Secured Party covenants not to exercise the
foregoing rights prior to the occurrence of an event of default
hereunder.
(f) Deficiency. Upon default, and after any disposition of the
Collateral, Secured Party may xxx Debtor for any deficiency remaining.
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8. Obligations of Secured Party. Secured Party has no obligations to
Debtor hereunder except those expressly required herein. Except as expressly
provided in the Loan Agreements, Secured Party has not agreed to make any
further advance or loan of any kind to Debtor. Secured Party's duty of care with
respect to the Collateral in its possession shall be deemed fulfilled if Secured
Party exercises reasonable care in physically safekeeping the Collateral or, in
the case of Collateral in the possession of a bailee or third party, exercises
reasonable care in the selection of the bailee or third party. Secured Party
need not otherwise preserve, protect, insure or care for the Collateral. Secured
Party need not preserve rights the Debtor may have against prior parties,
realize on the Collateral in any particular manner or order, or apply proceeds
of the Collateral in any particular order of application.
9. Miscellaneous.
(a) No Waiver. No delay or failure on the part of Secured Party in
the exercise of any right or remedy hereunder shall operate as a waiver
thereof and no single or partial exercise by Secured Party of any right
or remedy shall preclude other or further exercise thereof or the
exercise of any other right or remedy.
(b) Amendment and Termination. This Security Agreement may be
amended or terminated and the security interest granted herein can be
released only by an explicit written agreement signed by Debtor and
Secured Party.
(c) Choice of Law. This Security Agreement and the rights and
obligations of the parties hereto shall be governed by and construed in
accordance with the laws of the State of Nebraska.
(d) Binding Agreement. This Security Agreement shall be binding
upon the parties hereto and their heirs, successors, personal
representatives and permitted assigns.
(e) Assignment. This Security Agreement may be assigned by Secured
Party only.
(f) Captions. Captions and headings herein are for convenience
only and in no way define, limit or describe the scope or intent of any
provision or section of the Security Agreement.
(g) Severability. If any provision of this Security Agreement
shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or the remaining
provisions of this Security Agreement.
(h) Notices. All notices to be given shall be deemed sufficiently
given if delivered or mailed by registered or certified mail postage
prepaid if to Debtor at Suite 200, 0000 Xxxx Xxxxx Xxxx, Xxxxx,
Xxxxxxxx 00000; if to Secured Party at Xxx Xxxxx Xxxxxxxx Xxxxxx,
Xxxxx, Xxxxxxxx 00000; or such other address as the parties may
designate in writing from time to time. Debtor shall promptly notify
Secured Party of any changes in Debtor's address.
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(i) Priorities. The security interest of a Lender in any property
of the Debtor (i) arising under and in connection with the Agreement,
this Security Agreement or any of the Related Loan Agreements and (ii)
granted to secure any obligation of the Debtor to such Lender,
including, without limitation, all Collateral, shall rank equally in
priority with the security interests of each of the other Lenders, if
any, in such property of the Borrower, irrespective of the time or
order of attachment or perfection of such security interest, or the
time or order of filing, or the failure to file, and regardless of the
date any obligation of the Debtor to a Lender was incurred. Any amounts
or payments obtained upon disposition of any property securing an
obligation of the Debtor to a Lender shall be applied as provided in
Article VII of the 1998 Revolving Credit Agreement as in effect on the
date hereof. Unanimous approval of the Lenders shall be required for
amendments to this Section 9(i).
IN WITNESS WHEREOF, the undersigned have executed this 1998
Security Agreement as of the 7th day of December, 1998.
DATA TRANSMISSION NETWORK CORPORATION
By /s/ Xxxxx X. Xxxxxx
Title VP, CFO and Secretary
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FIRST NATIONAL BANK OF OMAHA,
as agent for itself, U.S. Bank,
National Association, First
National Bank, Wahoo,
Nebraska, The First National Bank of Chicago,
Norwest Bank Nebraska, N.A.,
Dresdner Bank AG, New York Branch, Mercantile
Bank of St. Louis, N.A., Bank of Montreal,
LaSalle National Bank, and
National Bank of Canada
By /s/ Xxxxx X. Xxxxxx
Title Vice President
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EXHIBIT A
TO 1998 SECURITY AGREEMENT
BY AND BETWEEN
FIRST NATIONAL BANK OF OMAHA, as Agent ("Secured Party")
AND
DATA TRANSMISSION NETWORK CORPORATION ("Debtor")
COLLATERAL
All of Debtor's accounts, accounts receivable, chattel paper,
documents, instruments, goods, inventory, equipment, general intangibles,
contract rights, all rights of Debtor in deposits and advance payments made to
Debtor 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/or Farm Dayta Service to
Debtor's subscribers) and all documentation, source code, information and works
of authorship pertaining thereto, all now owned or hereafter acquired by Debtor
and all proceeds and products thereof (including, without limitation, all such
assets acquired by Debtor from Broadcast Partners); and
Further including, without limiting the generality of the foregoing,
the following all now owned or hereafter acquired by the Debtor:
(a) all accounts, accounts receivable, chattel paper, documents,
instruments, goods, inventory, equipment, general intangibles and
contract rights that constitute, are due under or by reason of, or are
described in, subscription agreements or arrangements between Debtor
and its subscribers, and similar agreements or arrangements purchased
by Debtor from Broadcast Partners and including, without limitation,
all:
(i) equipment and inventory of Debtor, whether in its possession
or in the possession of its customers and subscribers (but subject to
such customers' and subscribers' rights therein), which equipment and
inventory may include, but not be limited to, computer monitor screens,
X-000, X-000, X-000, X-000 and 6001 or comparable receivers, outdoor
antennas, and satellite interfaces (collectively, the "Equipment");
(ii) parts, accessories, attachments, additions, substitutions,
rents, profits, proceeds, products, and customer deposits and advance
payments related to or arising from the Equipment;
(iii) chattel paper, instruments, general intangibles, accounts,
accounts receivable and contract rights in, arising from or
corresponding to the Equipment, which may include but not be limited
to, all rights of Debtor under Subscription Agreements between Debtor
and its customers and subscribers (collectively, the "Subscriptions");
and
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(iv) accounts, accounts receivable, rents, profits, modifications,
renewals, extensions, substitutions, proceeds, and products related to
or arising from the Subscriptions; and
(b) all rights, remedies, privileges, claims and other contract
rights and general intangibles of Debtor arising under or related to
the Asset Purchase and Sale Agreement (including, without limitation,
rights to indemnity) between Debtor and Broadcast Partners or the
transactions contemplated thereby.
(c) all proceeds and products of the foregoing.
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SCHEDULE A
TO 1998 SECURITY AGREEMENT
BY AND BETWEEN
FIRST NATIONAL BANK OF OMAHA, as Agent ("Secured Party")
AND
DATA TRANSMISSION NETWORK CORPORATION ("Debtor")
PERMITTED ENCUMBRANCES
Secured Party Financing Statements
Nebraska Secretary of State
First National Bank of Omaha 12/28/87 #401690
10/13/92 #564918 Amendment
11/13/92 #568176 Continued
First National Bank of Omaha, as agent 5/8/96 #691938 Amendment
FirsTier, Lincoln 6/24/87 #384782
First National Bank of Omaha 2/03/88 #405477 Amendment
First National Bank, Wahoo 5/28/92 #553205 Continued
NBD, Detroit 10/13/92 #564919 Amendment
2/05/93 #576038 Amendment
11/10/93 #603168 Amendment
First National Bank of Omaha, as agent 5/8/96 #691936 Amendment
FirsTier, Lincoln 2/10/88 #406144
First National Bank of Omaha 10/13/92 #564917 Amendment
First National Bank, Wahoo 1/07/93 #572981 Continued
NBD, Detroit 2/05/93 #576039 Amendment
11/10/93 #603169 Amendment
First National Bank of Omaha, as agent 5/8/96 #691937 Amendment
First Bank of Minneapolis 11/25/91 #534665
(Norstan) 8/24/92 #561090 Assignment
Xxxxxxx County Clerk, Nebraska
FirsTier, Lincoln 2/11/88 #000534
First National Bank of Omaha 10/15/92 #000534 Amendment
First National Bank, Wahoo 1/08/93 #0000054 Continued
NBD, Detroit 2/05/93 #000253 Amendment
11/17/93 #54 Amendment
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First National Bank of Omaha, as agent 5/ /96 Amendment
Iowa Secretary of State
FirsTier, Lincoln 2/10/88 H842023
First National Bank of Omaha 10/15/92 K395184 Amendment
First National Bank, Wahoo 1/08/93 K424887 Continued
NBD, Detroit 2/08/93 K434908 Amendment
11/15/93 K503145 Amendment
First National Bank of Omaha, as agent 5/6/96 K734148 Amendment
Kansas Secretary of State
FirsTier, Lincoln 2/10/88 #1286572
First National Bank of Omaha 10/15/92 #1842986 Amendment
First National Bank, Wahoo 1/08/93 #1868482 Continued
NBD, Detroit 2/11/93 #1879069 Amendment
11/12/93 #1964342 Amendment
First National Bank of Omaha, as agent 7/18/96 #2265201 Amendment
Illinois Secretary of State
FirsTier, Lincoln 3/18/88 #2402370
First National Bank of Omaha 10/21/92 #3043202 Amendment
First National Bank, Wahoo 2/11/93 #3084199 Amendment
NBD, Detroit 2/25/93 #3089132 Continued
12/09/93 #3197498 Amendment
First National Bank of Omaha, as agent 7/9/96 #3562627 Amendment
Michigan Secretary of State
FirsTier, Lincoln 2/12/88 #C034473
First National Bank of Omaha 10/16/92 #C646856 Amendment
First National Bank, Wahoo 1/08/93 #C672590 Continued
NBD, Detroit 3/01/93 #C689434 Amendment
11/15/93 #C778208 Amendment
First National Bank of Omaha, as agent 7/8/96 #D128002 Amendment
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Wisconsin Secretary of State
FirsTier, Lincoln 2/18/88 #968701
First National Bank of Omaha 10/21/92 #1309942 Amendment
First National Bank, Wahoo 01/15/93 #1326550 Continued
NBD, Detroit 2/08/93 #1331412 Amendment
11/23/93 #1393268 Amendment
First National Bank of Omaha, as agent 7/23/96 #1602740 Amendment
Indiana Secretary of State
FirsTier, Lincoln 2/11/88 #1454192
First National Bank of Omaha 10/21/92 #1808780 Amendment
First National Bank, Wahoo 1/11/93 #1822115 Continued
NBD, Detroit 2/08/93 #1827451 Amendment
11/12/93 #1878806 Amendment
First National Bank of Omaha, as agent 7/9/96 #2065412 Amendment
Minnesota Secretary of State
FirsTier, Lincoln 2/17/88 1#121648#00
First National Bank of Omaha 10/16/92 #1537269 Amendment
First National Bank, Wahoo 01/19/93 #1557397 Continued
NBD, Detroit 2/08/93 #1562125 Amendment
11/23/93 #1632156 Amendment
First National Bank of Omaha, as agent 9/5/96 #1875684 Amendment
South Dakota Secretary of State
FirsTier, Lincoln 2/10/88 880410802864
First National Bank of Omaha 10/16/92 #22901003596 Amend.
First National Bank, Wahoo 1/08/93 #30081001734 Cont.
NBD, Detroit 2/09/93 #30391203308 Amend.
11/22/93 #33261003899 Amend.
First National Bank of Omaha, as agent 7/8/96 #961900902562 Amend.
Missouri Secretary of State
FirsTier, Lincoln 2/11/88 #1555991
First National Bank of Omaha 10/16/92 #2184193 Amendment
First National Bank, Wahoo 1/08/93 #2212473 Continued
NBD, Detroit 2/08/93 #2224113 Amendment
11/15/93 #2331876 Amendment
First National Bank of Omaha, as agent 7/8/96 #2684601 Amendment
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Ohio Secretary of State
FirsTier, Lincoln 2/12/88 #Y00095612
First National Bank of Omaha 10/19/92 #01097336 Amendment
First National Bank, Wahoo 1/11/93 #01119343901 Cont.
NBD, Detroit 2/09/93 #02099338901 Amend.
11/12/93 #0000000000 Amendment
First National Bank of Omaha, as agent 7/9/96 #07099607117 Amendment
Kentucky Secretary of State
First National Bank of Omaha 11/12/93 134318
First National Bank of Omaha, as agent 7/23/96 Amendment
Pennsylvania Department of State
First National Bank of Omaha 11/12/93 22571277
First National Bank of Omaha, as agent 7/8/96 25631529 Amendment
Oklahoma Secretary of State
First National Bank of Omaha 11/12/93 059782
First National Bank of Omaha, as agent 7/8/96 035257 Amendment
Mississippi Secretary of State
First National Bank of Omaha 11/12/93 0756092--
First National Bank of Omaha, as agent 7/8/96 01015782 Amendment
Colorado Secretary of State
First National Bank of Omaha 11/12/93 932082461
First National Bank of Omaha, as agent 7/8/96 962051575 Amendment
California Secretary of State
First National Bank of Omaha 11/12/93 93229491
First National Bank of Omaha, as agent 7/5/96 96191C0067 Amendment
15
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Washington Secretary of State
First National Bank of Omaha 11/15/93 933190075
First National Bank of Omaha, as agent 7/5/96 96-187-9060 Amendment
Montana Secretary of State
First National Bank of Omaha 11/15/93 419540
First National Bank of Omaha, as agent 7/8/96 419540 Amendment
Arizona Secretary of State
First National Bank of Omaha 11/15/93 765359
First National Bank of Omaha, as agent 7/8/96 765359 Amendment
North Carolina Secretary of State
First National Bank of Omaha 11/15/93 050742
First National Bank of Omaha, as agent 7/8/96 1357308 Amendment
North Dakota Secretary of State
First National Bank of Omaha 11/16/93 93-380331
First National Bank of Omaha, as agent 7/8/96 96-608985 Amendment
Florida Secretary of State
First National Bank of Omaha 1/17/93 930000236992
First National Bank of Omaha, as agent 7/10/96 960000142090 Amendment
Texas Secretary of State
First National Bank of Omaha 11/29/93 227591--
First National Bank of Omaha, as agent 7/8/96 96683548 Amendment
16
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Alabama Secretary of State
First National Bank of Omaha, as agent 6/27/95 B-95-26462FS
7/19/96 95-26462 Amendment
Arkansas Secretary of State
First National Bank of Omaha, as agent 6/29/95 968722
7/10/96 968722 Amendment
New York Secretary of State
First National Bank of Omaha, as agent 6/26/95 130246
7/8/96 532973 Amendment
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