Exhibit 5
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SECOND AMENDMENT
TO
RIGHTS AGREEMENT
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This SECOND AMENDMENT TO RIGHTS AGREEMENT ("Amendment") is dated as of
March 24, 1999, and is entered into by and between Data Transmission Network
Corporation, a Delaware corporation ("DTN"), and First National Bank of Omaha
("Rights Agent").
RECITALS:
A. DTN and Rights Agent are all of the present parties to that certain
Rights Agreement dated as of August 29, 1997, as amended by First Amendment to
Rights Agreement dated as of March 4, 1999 (as amended, the "Agreement").
Capitalized terms not defined in this Amendment shall have the meanings given to
such defined terms in the Agreement.
B. In accordance with the provisions of Section 27 of the Agreement,
the members of the Board of Directors of DTN (which also presently constitute
the Continuing Directors) have unanimously approved this Amendment, and the
Secretary of DTN has delivered to the Rights Agent a certificate to such effect
and has directed the Rights Agent to execute this Amendment as provided in the
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth therein and herein, the parties hereto agree as follows:
1. Amendment to Agreement. Effective immediately, Section 7(a) of the
Agreement is amended by deleting the date of August 29, 2007 (referred to
therein as the Final Expiration Date) and substituting therefore the date of
March 24, 1999. Accordingly, the Expiration Date becomes March 24, 1999, and the
Rights are no longer exercisable.
2. Binding Effect. This Amendment shall be binding upon and inure to
the benefit of DTN and Rights Agent and their respective successors and
permitted assigns.
3. Superseding. From and after the date hereof, all references to the
Agreement shall mean the Agreement, as amended by this Amendment.
4. Confirmation. Except as otherwise expressly set forth in this
Amendment, the Agreement is hereby ratified and confirmed and remains in full
force and effect.
5. Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment by signing
any such counterpart.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date and year first above written.
DATA TRANSMISSION NETWORK CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇, President
FIRST NATIONAL BANK OF OMAHA,
as Rights Agent
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Trust Officer
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