1997 SECURITY AGREEMENT
THIS 1997 SECURITY AGREEMENT (this "Security Agreement") is entered
into as of February 26, 1997, 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")), the SUMITOMO BANK, LIMITED, a Japanese bank being represented by
its office at 000 Xxxxx Xxxxxxxx, Xxxxx 0000, Xx. Xxxxx, Xxxxxxxx 00000 and
acting through its Chicago branch ("Sumitomo"), MERCANTILE BANK OF ST. LOUIS,
N.A., a national banking association having its principal place of business at
One Mercantile, 7th and Xxxxxxxxxx Xxxxxxx, Xx. Xxxxx, Xxxxxxxx 00000
("Mercantile"), BANK OF MONTREAL, a Canadian bank being represented by its
office at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Montreal"), LASALLE
NATIONAL BANK, a national banking association being represented by its office at
One Metropolitan Square, 000 Xxxxx Xxxxxxxx, Xx. Xxxxx, Xxxxxxxx 00000
("LaSalle"), 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").
WITNESSETH:
WHEREAS, Debtor and Secured Party are parties to a 1996 Restated
Security Agreement dated as of May 3, 1996 as amended by a First Amendment to
1996 Restated Security Agreement dated as of June 28, 1996, a Second Amendment
to 1996 Restated Security Agreement dated as of July 31, 1996, and a Third
Amendment to 1996 Restated Security Agreement dated as of December 27, 1996, (as
so amended and restated, the "1996 Restated Security Agreement");
WHEREAS, Debtor and Secured Party wish to further amend and restate the
1996 Restated Security Agreement;
WHEREAS, Debtor and Secured Party wish to have this 1997 Security
Agreement be the controlling agreement with respect to the matters set forth
herein, which shall supersede the 1996 Restated Security Agreement; and
WHEREAS, the Debtor and Secured Party do not intend for this 1997
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:
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1. Grant of Security Interest. Debtor hereby grants to
Secured Party and reaffirms its prior grant of a security interest in the
Collateral. All capitalized terms not defined in this Security Agreement shall
have their respective meanings as set forth in the 1997 Revolving Credit
Agreement, as described in Section 3(i) below.
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 1997 Revolving Credit Agreement dated as of February 26, 1997 as
amended from time to time between the Debtor and First National Bank of Omaha,
FNB-W, Norwest, NBD, First Bank, Sumitomo, Mercantile, Montreal, LaSalle and
Boatmen's; (ii) under the 1997 Term Credit Agreement, dated as of February 26,
1997, between the Debtor and First National Bank of Omaha, FNB-W, Norwest, NBD,
First Bank, Sumitomo, Mercantile, Montreal, LaSalle and Boatmen's, which
agreement further amends and restates the 1996 Term Credit Agreement dated as of
May 3, 1996 among such parties; (iii) under the 1996 Revolving Credit Agreement
dated as of June 28, 1996 as amended from time to time between the Borrower,
First National Bank of Omaha, FNB-W, Norwest, NBD, First Bank, Sumitomo,
Mercantile, Montreal, LaSalle and Boatmen's; (iv) 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., and
The Boatmen's National Bank of St. Louis; (v) 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; (vi) 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, or
under any interest rate protection agreement entered into by Debtor with one or
more Lenders; (vii) under any and all Notes previously, now or hereafter made by
Debtor to the Lenders pursuant to any of the foregoing Loan Agreements and
interest rate protection agreements (all of which are referred to herein as the
"Loan Agreements") or any predecessor loan agreements, including, without
limitation, the Existing Term Notes and any notes given in extension, renewal or
substitution of the Notes; (viii) to reimburse the Secured Party for all sums,
if any, advanced to protect the Collateral; and (ix) 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. This Security Agreement shall not be deemed to extinguish existing
indebtedness of the Debtor under any of the agreements referenced in this
Section 3 or any of the notes issued thereunder or to release, terminate or
affect the priority of any security therefor.
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;
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(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
statement 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 and other filings in favor of Secured
Party.
(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 Xxxxx 000, 0000 Xxxx Xxxxx Xxxx, Xxxxx, Xxxxxxxx
00000. The Borrower also keeps certain of its records regarding the Collateral
at 00000 Xxxxxx Xxxxxx, Xxx Xxxxxx, Xxxx 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 other-
wise 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
not exceed, in aggregate, $100,000. 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; provided, however, that Debtor may commingle and use for general
corporate purposes up to $100,000 in aggregate net book value of the proceeds of
sale or other disposition of obsolete or
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out-of-date equipment or inventory disposed of in accordance with clause (ii)
above in this Section 5(b).
(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
$100,000; 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 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.
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(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
or places where it keeps its records concerning the Collateral from the
locations 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 represen-
tations 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 aggre-
gate value in excess of $100,000 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 irrevo-
cably 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.
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(f) Deficiency. Upon default, and after any
disposition of the Collateral, Secured Party may xxx Debtor for any deficiency
remaining.
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.
(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.
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(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 VII
of the 1997 Revolving Credit Agreement as in effect on February 26, 1997.
Unanimous approval of the Lenders shall be required for amendments to this
Section 9(i).
IN WITNESS WHEREOF, the undersigned have executed this 1997 Security
Agreement as of this 26th day of February, 1997.
DATA TRANSMISSION NETWORK
CORPORATION
By
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Title
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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, The Sumitomo Bank, Limited, Mercantile
Bank of St. Louis, N.A., Bank of Montreal, and
LaSalle National Bank
By
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Title
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EXHIBIT A
TO 1997 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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(xxx) 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 1997 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 1997 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
First National Bank of Omaha, as agent 5/8/96 #691938 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
First National Bank of Omaha, as agent 5/8/96 #691936 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 National Bank of Omaha, as agent 5/8/96 #691937 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
First National Bank of Omaha, as agent 5/ /96 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
First National Bank of Omaha, as agent 5/6/96 K734148 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
First National Bank of Omaha, as agent 7/18/96 #2265201 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
First National Bank of Omaha, as agent 7/9/96 #3562627 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
First National Bank of Omaha, as agent 7/8/96 #D128002 Amendment
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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
First National Bank of Omaha, as agent 7/23/96 #1602740 Amendment
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 #1827451 Amendment
11/12/93 #1878806 Amendment
First National Bank of Omaha, as agent 7/9/96 #2065412 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
First National Bank of Omaha, as agent 9/5/96 #1875684 Amendment
South Dakota Secretary of State
-------------------------------
FirsTier, Lincoln 2/10/88 880410802864
First National Bank of Omaha 10/16/92 #22901003596 Amend.
First National Bank, Wahoo 1/08/93 #30081001734 Cont.
NBD, Detroit 2/09/93 #30391203308 Amend.
11/22/93 #33261003899 Amend.
First National Bank of Omaha, as agent 7/8/96 #961900902562 Amend.
15
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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
First National Bank of Omaha, as agent 7/8/96 #2684601 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 Cont.
NBD, Detroit 2/09/93 #02099338901 Amend.
11/12/93 #0000000000 Amendment
First National Bank of Omaha, as agent 7/9/96 #07099607117 Amendment
Kentucky Secretary of State
---------------------------
First National Bank of Omaha 11/12/93 134318
First National Bank of Omaha, as agent 7/23/96 Amendment
Pennsylvania Department of State
--------------------------------
First National Bank of Omaha 11/12/93 22571277
First National Bank of Omaha, as agent 7/8/96 25631529 Amendment
Oklahoma Secretary of State
---------------------------
First National Bank of Omaha 11/12/93 059782
First National Bank of Omaha, as agent 7/8/96 035257 Amendment
Mississippi Secretary of State
------------------------------
First National Bank of Omaha 11/12/93 0756092--
First National Bank of Omaha, as agent 7/8/96 01015782 Amendment
Colorado Secretary of State
---------------------------
First National Bank of Omaha 11/12/93 932082461
First National Bank of Omaha, as agent 7/8/96 962051575 Amendment
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California Secretary of State
-----------------------------
First National Bank of Omaha 11/12/93 93229491
First National Bank of Omaha, as agent 7/5/96 96191C0067 Amendment
Washington Secretary of State
-----------------------------
First National Bank of Omaha 11/15/93 933190075
First National Bank of Omaha, as agent 7/5/96 96-187-9060 Amendment
Montana Secretary of State
--------------------------
First National Bank of Omaha 11/15/93 419540
First National Bank of Omaha, as agent 7/8/96 419540 Amendment
Arizona Secretary of State
--------------------------
First National Bank of Omaha 11/15/93 765359
First National Bank of Omaha, as agent 7/8/96 765359 Amendment
North Carolina Secretary of State
---------------------------------
First National Bank of Omaha 11/15/93 050742
First National Bank of Omaha, as agent 7/8/96 1357308 Amendment
North Dakota Secretary of State
-------------------------------
First National Bank of Omaha 11/16/93 93-380331
First National Bank of Omaha, as agent 7/8/96 96-608985 Amendment
Florida Secretary of State
--------------------------
First National Bank of Omaha 11/17/93 930000236992
First National Bank of Omaha, as agent 7/10/96 960000142090 Amendment
Texas Secretary of State
------------------------
First National Bank of Omaha 11/29/93 227591--
First National Bank of Omaha, as agent 7/8/96 96683548 Amendment
17
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Alabama Secretary of State
---------------------------
First National Bank of Omaha, as agent 6/27/95 B-95-26462FS
7/19/96 95-26462 Amendment
Arkansas Secretary of State
---------------------------
First National Bank of Omaha, as agent 6/29/95 968722
7/10/96 968722 Amendment
New York Secretary of State
---------------------------
First National Bank of Omaha, as agent 6/26/95 130246
7/8/96 532973 Amendment
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