1996 RESTATED SECURITY AGREEMENT
THIS 1996 RESTATED SECURITY AGREEMENT (this "Security Agreement") is
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"), NBD BANK, a bank organized under
the laws of the State of Michigan having its principal place of business at 000
Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 ("NBD"), NORWEST BANK NEBRASKA, N.A., a
national banking association having its principal place of business at 00xx xxx
Xxxxxx Xxxxxxx, Xxxxx, Xxxxxxxx 00000 ("Norwest"), FIRST BANK, NATIONAL
ASSOCIATION, a national banking association having its principal place of
business at 00xx xxx X Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000 ("First Bank") (it being
acknowledged that First Bank is the successor in interest to FirsTier Bank,
National Association, Lincoln, Nebraska ("FirsTier")), and THE BOATMEN'S
NATIONAL BANK OF ST. LOUIS, a national banking association having its principal
place of business at One Boatmen's Plaza, 000 Xxxxxx Xxxxxx, X.X. Xxx 000, Xx.
Xxxxx, Xxxxxxxx 00000-0000 ("Boatmen's"), FARM CREDIT SERVICES OF THE MIDLANDS,
PCA, a production credit association ("Farm Credit") in care of AGAMERICA, FCB,
a farm credit bank doing business at 000 Xxxxx 00xx Xxxxxx, Xxxxx, Xxxxxxxx
00000-0000 ("AgAmerica") and BROADCAST PARTNERS, a general partnership having
its principal place of business at 00000 Xxxxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000
("Broadcast Partners") (collectively the "Lenders").
WITNESSETH:
WHEREAS, Debtor and Secured Party are parties to a Security Agreement
dated as of February 8, 1988, as amended by a First Amendment to Security
Agreement dated as of March 31, 1989, a Second Amendment to Security Agreement
dated as of March 22, 1990, a Third Amendment to Security Agreement dated as of
November 30 1991, a Fourth Amendment to Security Agreement dated as of October
9, 1992, a Fifth Amendment to Security Agreement dated as of December 31, 1992;
a Restated Security Agreement dated as of November 8, 1993 and a First Amendment
to Restated Security Agreement dated as of June 29, 1995.
WHEREAS, Debtor and Secured Party wish to further amend such prior
Security Agreement, as amended and restated;
WHEREAS, Debtor and Secured Party wish to have this 1996 Restated
Security Agreement be the controlling agreement with respect to the matters set
forth herein, which shall supersede the prior Security Agreement, as amended and
restated; and
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WHEREAS, the Debtor and Secured Party do not intend for this Restated
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:
1. Grant of Security Interest. Debtor hereby grants to
Secured Party and reaffirms its prior grant of a security interest in the
Collateral.
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
1996 Term Credit Agreement dated as of May 3, 1996, as amended from time to time
between the Debtor and First National Bank of Omaha, First National Bank, Wahoo,
Nebraska, Norwest Bank Nebraska, N.A., NBD Bank, Farm Credit Services of the
Midlands, P.C.A. and Broadcast Partners; (ii) 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, First National Bank, Wahoo, Nebraska,
FirsTier Bank, National Association, NBD Bank, Norwest Bank Nebraska, N.A.,
AgAmerica FCB, and The Boatmen's National Bank of St. Louis; (iii) 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, FirsTier Bank,
National Association, Lincoln, Nebraska, First National Bank, Wahoo, Nebraska,
NBD Bank, N.A., Norwest Bank Nebraska, N.A. and The Boatmen's National Bank of
St. Louis; (iv) under the Loan Agreement dated as of October 9, 1992, as amended
from time to time, between Debtor and First National Bank of Omaha, FirsTier
Bank, National Association, Lincoln, Nebraska and First National Bank, Wahoo,
Nebraska; (v) under any and all promissory notes previously, now or hereafter
made by Debtor to the Lenders pursuant to any of the foregoing Loan Agreements
(all of which are referred to herein as the "Loan Agreements") or any
predecessor loan agreements, including, without limitation, those various
promissory notes made by the Debtor to the Lenders (or certain of them or their
predecessors in interest) and dated as of May 6, 1992, July 7, 1992, October 1,
1992, October 12, 1992, October 19, 1992, November 3, 1992, January 4, 1993,
February 9, 1993, April 16, 1993, July 8, 1993, August 30, 1994, November 29,
1994, February 27, 1995, June 29, 1995 and May 3, 1996, all as set forth in part
on Schedule A hereto, and under any notes given in extension, renewal or
substitution of the foregoing (collectively, the "Notes"); (vi) to reimburse the
Secured Party for all sums, if any, advanced to protect the Collateral; and
(vii) 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.
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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.
(c) Liens and Encumbrances. No financing state-
ment 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 B.
(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 Suite 200, 0000 Xxxx Xxxxx Xxxx, Xxxxx, Xxxxxxxx
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
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not exceed, in aggregate, $25,000. 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.
(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 dis-
charge 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
$25,000; and (ii) Secured Party's rights hereunder are subject to the interests
of the parties identified on Schedule B.
(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
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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.
(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
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or place where it keeps its records concerning the Collateral from the location
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 representa-
tions 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 $25,000 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.
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(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.
(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 8
of the 1996 Term Credit Agreement, dated as of May 3, 1996.
IN WITNESS WHEREOF, the undersigned have executed this 1996 Restated
Security Agreement as of this 3rd day of May, 1996.
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DATA TRANSMISSION NETWORK
CORPORATION
By
Title
FIRST NATIONAL BANK OF OMAHA,
as agent for itself, First Bank,
National Association, First National
Bank, Wahoo, Nebraska, NBD Bank,
Norwest Bank Nebraska, N.A., The
Boatmen's National Bank of St.
Louis, Farm Credit Services of the
Midlands, P.C.A., AgAmerica FCB and
Broadcast Partners.
By
Title
5470A
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EXHIBIT A
TO 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;
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(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
(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 SECURITY AGREEMENT
BY AND BETWEEN
FIRST NATIONAL BANK OF OMAHA, as Agent ("Secured Party")
AND
DATA TRANSMISSION NETWORK CORPORATION ("Debtor")
EXISTING NOTES
(See Attached)
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SCHEDULE B
TO 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
5/ /96 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
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 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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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
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
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
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
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
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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 #187451 Amendment
11/12/93 #1878806 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
South Dakota Secretary of State
FirsTier, Lincoln 2/10/88 880410802864
First National Bank of Omaha 10/16/92 #22901003596 Amendment
First National Bank, Wahoo 1/08/93 #30081001734 Continued
NBD, Detroit 2/09/93 #30391203308 Amendment
11/22/93 #33261003899 Amendment
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
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 Continued
NBD, Detroit 2/09/93 #02099338901 Amendment
11/12/93 #0000000000 Amendment
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Kentucky Secretary of State
First National Bank of Omaha 11/12/93 134318
Pennsylvania Department of State
First National Bank of Omaha 11/12/93 22571277
Oklahoma Secretary of State
First National Bank of Omaha 11/12/93 059782
Mississippi Secretary of State
First National Bank of Omaha 11/12/93 0756092--
Colorado Secretary of State
First National Bank of Omaha 11/12/93 932082461
California Secretary of State
First National Bank of Omaha 11/12/93 93229491
Washington Secretary of State
First National Bank of Omaha 11/15/93 933190075
Montana Secretary of State
First National Bank of Omaha 11/15/93 419540
Arizona Secretary of State
First National Bank of Omaha 11/15/93 765359
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North Carolina Secretary of State
First National Bank of Omaha 11/15/93 050742
North Dakota Secretary of State
First National Bank of Omaha 11/16/93 93-380331
Florida Secretary of State
First National Bank of Omaha 11/17/93 930000236992
Texas Secretary of State
First National Bank of Omaha 11/29/93 227591--
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