THIRD AMENDMENT TO 1997 REVOLVING CREDIT AGREEMENT
THIS THIRD AMENDMENT to 1997 REVOLVING CREDIT AGREEMENT (the "Third
Amendment") is intended to amend the terms of the 1997 Revolving Credit
Agreement (the "Agreement") dated as of February 26, 1997, as previously
amended, among DATA TRANSMISSION NETWORK CORPORATION; FIRST NATIONAL BANK OF
OMAHA; FIRST NATIONAL BANK, WAHOO, NEBRASKA; NBD BANK, N.A.; NORWEST BANK
NEBRASKA, N.A.; THE SUMITOMO BANK, LIMITED; MERCANTILE BANK OF ST. LOUIS, N.A.;
FIRST BANK, NATIONAL ASSOCIATION; BANK OF MONTREAL; LASALLE NATIONAL BANK; and
NATIONSBANK, N.A. (successor to THE BOATMEN'S NATIONAL BANK OF ST. LOUIS). 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:
The parties hereby acknowledge that, effective as of the date hereof,
$16,000,000 of the revolving credit facility available to Borrower under the
Agreement shall be advanced to Borrower for the purpose of prepaying certain
subordinated debt and such advance shall be immediately converted to a term loan
in accordance with Section 2.4 of the Agreement. Notwithstanding Section 2.5 of
the Agreement, such loan shall bear interest at the fixed rate of 7.5% per
annum. In Section 2.1 of the Agreement, the reference to the maximum amount of
revolving credit available to be advanced shall be reduced from $33,000,000 to
$17,000,000, and the references to each Bank's maximum advance limit shall be
reduced accordingly on a pro rata basis, as shown on Exhibit A. No further
increases in the Base Revolving Credit Facility are available to be implemented
under Section 2.1 of the Agreement.
In connection with this Third Amendment the Borrower is
contemporaneously executing and delivering to the Banks Converted Notes dated as
of the date hereof in the respective principal amounts shown on Exhibit A
hereto. This Third Amendment shall not affect and there remain outstanding from
the Borrower to the Banks, the Existing Term Notes and the Related Bank Debt.
This Third 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.
IN WITNESS WHEREOF, the undersigned have executed this THIRD AMENDMENT
TO 1997 REVOLVING CREDIT AGREEMENT dated as of March 16, 1998.
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DATA TRANSMISSION NETWORK CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:Vice President, CFO & Secretary
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FIRST NATIONAL BANK OF OMAHA
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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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:
Borrower
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THE SUMITOMO BANK, LIMITED
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:Vice President and Manager
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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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:
Borrower
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FIRST NATIONAL BANK, WAHOO,
NEBRASKA
By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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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:
▇▇▇▇▇▇▇▇
▇
- ▇▇▇ -
▇▇▇ ▇▇▇▇
By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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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:
▇▇▇▇▇▇▇▇
▇
- ▇▇▇ -
▇▇▇▇▇▇▇ ▇▇▇▇ NEBRASKA, N.A.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
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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:
Borrower
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LASALLE NATIONAL BANK, a national
banking association
By /s/ ▇▇▇ ▇▇▇▇▇▇
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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 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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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:
Borrower
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FIRST BANK, NATIONAL
ASSOCIATION
By /s/ ▇▇▇▇ ▇▇▇▇▇▇
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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:
Borrower
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NATIONSBANK, N.A. (successor in interest to
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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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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BANK OF MONTREAL, a Canadian bank
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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` Title: Associate
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
THIRD AMENDMENT TO
1997 REVOLVING CREDIT AGREEMENT
Maximum Amount
Current Revolving Available Under
Bank Pro Rata % Revolving Facility Revolving Facility*
FNB-O 20.7% $ 6,831,000 $ 3,519,000
FNB-W .5% 165,000 85,000
NBD 11.9% 3,927,000 2,023,000
Norwest 4.8 % 1,584,000 816,000
LaSalle 19.9% 6,567,000 3,383,000
Sumitomo 10.0% 3,300,000 1,700,000
Mercantile 10.3% 3,399,000 1,751,000
Montreal 11.6% 3,828,000 1,972,000
First Bank 10.3% 3,399,000 1,751,000
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$33,000,000 $17,000,000
*Includes current amounts, if any, outstanding after Conversion
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