Common use of INITIALED Clause in Contracts

INITIALED. s/ BL ------------------------ Borrower EXHIBIT A TO 1996 REVOLVING CREDIT AGREEMENT BETWEEN 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, THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, AND DATA TRANSMISSION NETWORK CORPORATION FORM OF NOTES SECURED BUSINESS PROMISSORY NOTE Omaha, Nebraska $ , 19 ---------------------- (Note Date) (Maturity Date) REVOLVING NOTE TERMS On or before June 28, 1997, 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 1996 Revolving Credit Agreement dated as of June 28, 1996, as amended from time to time (the "Agreement") among Maker and Lender, 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. and First Bank, National Association (collectively, the "Lenders"). 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 .75% (the "Base Rate") plus 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.

INITIALED. s/ BL ------------------------ Borrower EXHIBIT A TO 1996 REVOLVING 1997 TERM CREDIT AGREEMENT BETWEEN 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, THE BOATMEN'S BANK OF MONTREAL and LASALLE NATIONAL BANK OF ST. LOUIS, AND DATA TRANSMISSION NETWORK CORPORATION FORM OF NOTES SECURED BUSINESS PROMISSORY NOTE Omaha, Nebraska $ ------------------------------- May 3, 19 ---------------------- 1996 December 31, 2002 (Note Date) (Maturity Date) REVOLVING NOTE TERMS On or before June 28, 1997, DATA TRANSMISSION NETWORK CORPORATION ("Maker") promises to pay to the order of [REVOLVING LENDER] ("Lender") at the principal sum hereof, which shall be the lesser offices 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 1996 Revolving Credit Agreement dated as of June 28, 1996, as amended from time to time (the "Agreement") among Maker and Lender, First National Bank of Omaha in Omaha, First National Bank, Wahoo, Nebraska, NBD Bankthe principal sum of . Interest on the unpaid principal balance shall be due on the last day of each month, Norwest Bank Nebraskabeginning May 31, N.A.1996. The principal sum shall become due and payable in seventy-two equal monthly installments, Farm Credit Services with the first such installment due on January 31, 1997, or if such day is not a Business Day, on the next succeeding Business Day, and subsequent installments due on the last day of each consecutive month thereafter, or, if such day is not a Business Day, on the Midlands, PCA, The Sumitomo Bank, Limited, Mercantile Bank of St. Louis, N.A. and First Bank, National Association (collectivelynext succeeding Business Day. In any event, the "Lenders")total amount of all unpaid principal and accrued interest hereunder shall be due and payable no later than December 31, 2002. All capitalized terms not defined herein shall have their respective the meanings as set forth in that certain 1996 Term Credit Agreement dated as of May 3, 1996 among Maker, Lender and others (the "Agreement. ".) Interest shall accrue on the principal sum hereof outstanding through June 30, 1999, from time to time at the rate of % per annum; thereafter the interest rate for the balance of the term shall be set on June 30, 1999, at two percent (2.00%) above the yield on constant maturity Treasury Bonds with maturities of three years, as quoted for the immediately preceding Business Day in the applicable Release. Notwithstanding the foregoing, after an Event of Default has occurred interest shall accrue on the entire outstanding balance of principal and including interest at a fluctuating rate equal to the Revolving Credit Rate, plus 4.00%. 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 the Borrower to make a scheduled payment or the fact that a scheduled payment day falls on a day other than a Business Day. 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 this Note is less than seven and one-half percent (7.50%), a "Trigger Event" shall be deemed to have occurred. Upon the occurrence of a Trigger Event, the Maker shall be obligated to pay the following fees: (i) three-eighths of one percent (.375%) of the outstanding principal balance of the Note Date above to the earlier as of the Maturity Date or date preceding the date Trigger Event, which amount shall be payable promptly upon invoicing; (ii) the same amount as computed in clause (i), payable on the six-month anniversary of Conversion 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 prepay in full without penalty the unpaid balance hereunder, provided that the Borrower contemporaneously prepays in full all other Notes (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 .75% (the "Base Rate") plus 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 , but only if such prepayment occurs on June 30, 1999 and the beginning of the current quarter.Borrower has given Lender at least 30 days prior written

INITIALED. s/ BL ------------------------ ----------- Borrower 4266J 107 EXHIBIT A TO 1996 REVOLVING CREDIT 1995 RESTATED LOAN AGREEMENT BETWEEN FIRST NATIONAL BANK OF OMAHA, FIRSTIER BANK, NATIONAL ASSOCIATION, LINCOLN, NEBRASKA, FIRST NATIONAL BANK, WAHOO, NEBRASKA, NBD BANK, NORWEST BANK NEBRASKA, N.A., FARM CREDIT SERVICES OF THE MIDLANDS, PCA, THE SUMITOMO BANK, LIMITED, MERCANTILE BOATMEN'S NATIONAL BANK OF ST. LOUIS, N.A.AGAMERICA, FCB AND DATA TRANSMISSION NETWORK CORPORATION DRAWING CERTIFICATE 108 DRAWING CERTIFICATE DATA TRANSMISSION NETWORK CORPORATION To induce the First National Bank of Omaha, FirsTier Bank, National Association, Lincoln, Nebraska, First National Bank, Wahoo, Nebraska, NBD Bank, Norwest Bank Nebraska, N.A. and AgAmerica, FCB (the "Revolving Lenders") to make an advance under the 1995 Restated Loan Agreement dated as of June 30, 1995, between the undersigned (the "Borrower"), The Boatmen's National Bank of St. Louis ("Boatmen's") (as to Boatmen's and the Revolving Lenders together the "Banks") and the Revolving Lenders, the Borrower hereby certifies to the Banks that its Operating Cash Flow (as defined in the Loan Agreement) as represented below is true and correct and that there is no default under the aforementioned Loan Agreement, or on any other liability of the Borrower to the Banks. All information as of: Date --------------------------- a) Principal on Term Notes Outstanding $ --------------------------------- b) Principal on Revolving Credit $ --------------------------------- c) ADVANCE REQUEST $ --------------------------------- d) Total Proposed Bank Debt (line a + line b + line c) $ --------------------------------- e) Most recent month's operating cash flow $ --------------------------------- f) Prior month's operating cash flow $ --------------------------------- g) Operating Cash Flow (average of line e and line f) $ --------------------------------- h) 36 x Operating Cash Flow $ --------------------------------- i) Excess (line h - line d) $ --------------------------------- Name of Borrower: Data Transmission Network Corporation Signature: --------------------------------------- Title: --------------------------------------- 4266J 109 EXHIBIT B TO 1995 RESTATED LOAN AGREEMENT BETWEEN FIRST NATIONAL BANK OF OMAHA, FIRSTIER BANK, NATIONAL ASSOCIATION, LINCOLN, NEBRASKA, FIRST NATIONAL BANK, WAHOO, NEBRASKA, NBD BANK, NORWEST BANK NEBRASKA, N.A., THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, AGAMERICA, FCB AND DATA TRANSMISSION NETWORK CORPORATION FORM OF NOTES SECURED BUSINESS PROMISSORY NOTE Omaha, Nebraska $ , 19 ---------------------- (Note Date) (Maturity Date) REVOLVING NOTE TERMS On or before June 28, 1997, OFFICER'S CERTIFICATE 110 COMPLIANCE CERTIFICATE DATA TRANSMISSION NETWORK CORPORATION ("Maker") promises to pay to First National Bank of Omaha Date: Attn: ▇▇▇▇▇ ▇▇▇▇▇▇ -------------------------- ▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ I certify that Data Transmission Network Corporation is in compliance with the order of [REVOLVING LENDER] ("Lender") requirements set forth in 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 1996 Revolving Credit 1995 Restated Loan Agreement dated as of June 2830, 19961995, as amended from time to time (the "Agreement") among Maker and Lender, between First National Bank of Omaha, FirsTier Bank, National Association, Lincoln, Nebraska, First National Bank, Wahoo, Nebraska, NBD Bank, Norwest Bank Nebraska, N.A., Farm Credit Services of the Midlands, PCA, The Sumitomo Bank, Limited, Mercantile Boatmen's National Bank of St. Louis, N.A. AgAmerica, FCB and First Bank, National Association (collectively, the "Lenders"). 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 .75% (the "Base Rate") plus a margin as determined belowData Transmission Network Corporation. The margin shall be adjusted quarterly after receipt following calculations are as of Maker's Quarterly Compliance Certificate (statement date) as defined in the required by section 4.1(d) of said Loan Agreement). Adjustments shall be retroactive to the beginning of the current quarter.:

INITIALED. s/ BL ------------------------ Borrower EXHIBIT A TO 1996 FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT BETWEEN AMONG AMERITRADE HOLDING CORPORATION, FIRST NATIONAL BANK OF OMAHA, FIRST NATIONAL HARR▇▇ ▇▇▇ST AND SAVINGS BANK, WAHOO, NEBRASKA, NBD BANK, NORWEST LASALLE BANK NEBRASKA, N.A., FARM CREDIT SERVICES OF THE MIDLANDS, PCA, THE SUMITOMO BANK, LIMITED, N.A. AND MERCANTILE BANK OF ST. LOUIS, N.A., FIRST BANK, NATIONAL ASSOCIATION, THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, AND DATA TRANSMISSION NETWORK CORPORATION N.A. FORM OF NEW NOTES SECURED BUSINESS PROMISSORY NOTE Omaha▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Nebraska $ ▇▇▇▇▇▇▇▇ $_____________________ May __, 19 ---------------------- 1999 December 31, 2000 (Note Date) (Maturity Date) REVOLVING NOTE TERMS On or before June 28December 31, 19972000, DATA TRANSMISSION NETWORK AMERITRADE HOLDING 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 Lender pursuant to the 1996 Revolving Credit Agreement dated as of June 28January 16, 19961998, as amended from time to time (the "Agreement") among Maker and Maker, Lender, First National Bank of OmahaOmaha ("Agent"), First National Bank, Wahoo, Nebraska, NBD Bank, Norwest Bank Nebraska, N.A., Farm Credit Services of and the Midlands, PCA, The Sumitomo Bank, Limited, Mercantile Bank of St. Louis, N.A. and First Bank, National Association other Revolving Lenders from time to time party thereto (collectively, the "Lenders"). 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 outstanding from time to time by FNB-O at a floating per annum interest rate published from time to time as its the "National Base Prime Rate" (the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks) in the Midwest Edition of the Wall Street Journal on the date that the interest is billed (or, if no such rate is published on such date, on the last preceding date when such rate was published), minus .753/4 of 1 % (the "Base Revolving Credit Rate") plus ). Interest shall accrue from and after the date of advance to the date of repayment and shall be calculated based on a margin as determined belowyear of 360 days, and actual days elapsed. Such rate shall fluctuate daily based on changes in such Prime Rate on such date. 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 on all indebtedness hereunder at a fluctuating rate equal to the Default Rate. Interest shall be due no later then the tenth day of each month. On or prior to the end of each calendar quarter, Maker shall repay the amount, if any, outstanding on the Revolving Credit Note which in the aggregate exceeds the amount of the Base Revolving Credit Facility to be in place on the next succeeding Business Day following such calendar quarter. The margin balance, if any, shall be adjusted quarterly after receipt due on the Maturity Date stated above. All obligations of MakerMaker under this Note shall be payable in immediately available funds in lawful money of the United States of America at the principal office of Agent in Omaha, Nebraska or at such other address as may be designated by Agent in writing. In the event that a payment day is not a Business Day, the payment shall be due on the next succeeding Business Day. Maker may at any time prepay the Principal Loan Amount outstanding under this Note if Maker has given Agent and Lender at least one (1) Business Day's Quarterly Compliance Certificate (as defined prior written notice of its intention to make such prepayment. Any such prepayment may be made without penalty. All obligations of Maker hereunder shall be secured by a first security interest in the Collateral, as more specifically described in the Security Agreement and the Pledge Agreement). Adjustments shall be retroactive to the beginning of the current quarter.