SECOND AMENDMENT TO 1997 REVOLVING CREDIT AGREEMENT
THIS SECOND AMENDMENT to 1997 REVOLVING CREDIT AGREEMENT (the "Second
Amendment") is intended to amend the terms of the 1997 Revolving Credit
Agreement (the "Agreement") dated as of February 26, 1997, as amended by the
First Amendment to 1997 Revolving Credit Agreement, dated as of March 31, 1997,
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 in interest 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:
1. The maturity date referenced in Section 2.1 of the Agreement
shall be extended to June 30, 1999. Every reference in the
Agreement to June 30, 1998 shall be changed to June 30, 1999.
The maximum maturity date for Converted Notes of June 30, 2002
referenced in Section 2.4 of the Agreement shall be extended
to June 30, 2003.
2. Section 4.20 of the Agreement is amended to read as follows:
4.20 Acquisitions. The Borrower shall not acquire any
stock or any equity interest in, or warrants therefor
or securities into the same, or a substantial portion
of the assets of, another entity without the prior
written consent of the Revolving Lenders; provided,
however, that the Borrower shall be permitted to make
on a cumulative basis from and after July 1, 1997
such acquisitions in an amount not to exceed Fifteen
Million Dollars ($15,000,000) in the aggregate
without the consent of the Revolving Lenders if such
acquisitions are in or from entities which:
(a) are in the business of electron-
ically communicating time-sensitive
information to subscribers;
(b) have their principal place of
business in the United States or
Canada; and
(c) have a positive operating cash flow,
calculated in the same method as is used to
calculate the Borrower's Operating Cash Flow
for purposes of this Agreement; and
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the Borrower or any Subsidiary is not, and
immediately after the making of such acquisition,
will not be in default under any other covenant or
provision of this Agreement (including, without
limitation, the covenants and provisions pertaining
to minimum net worth and limitations on
indebtedness).
This Second Amendment shall not affect and there remain outstanding
from the Borrower to the Banks, the Existing Term Notes and the Related Bank
Debt.
This Second 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 SECOND AMENDMENT
TO 1997 REVOLVING CREDIT AGREEMENT dated as of June 30, 1997.
DATA TRANSMISSION NETWORK
CORPORATION
By
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Title:
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FIRST NATIONAL BANK OF OMAHA
By
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Title:
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:
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Borrower
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THE SUMITOMO BANK, LIMITED
By
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Title:
By
-------------------------------
Title:
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:
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Borrower
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FIRST NATIONAL BANK, WAHOO,
NEBRASKA
By
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Title:
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:
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Xxxxxxxx
0
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XXX XXXX
By
-------------------------------
Title:
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:
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Xxxxxxxx
0
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XXXXXXX XXXX NEBRASKA, N.A.
By
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Title:
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:
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Borrower
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LASALLE NATIONAL BANK, a national
banking association
By
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Title:
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:
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Borrower
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MERCANTILE BANK OF
ST. LOUIS, N.A.
By
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Title:
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:
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Borrower
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FIRST BANK, NATIONAL
ASSOCIATION
By
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Title:
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:
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Borrower
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NATIONSBANK, N.A.,
Successor in Interest to The
Boatmen's Nat'l Bank of St. Louis
By
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Title:
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:
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Borrower
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BANK OF MONTREAL,
Chicago Branch
By
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Title:
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:
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Borrower
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