1998 Revolving Credit Agreement

1998 REVOLVING CREDIT AGREEMENT


among
DATA TRANSMISSION NETWORK CORPORATION,
FIRST NATIONAL BANK OF OMAHA,
FIRST NATIONAL BANK, WAHOO, NEBRASKA,
THE FIRST NATIONAL BANK OF CHICAGO,
NORWEST BANK NEBRASKA, N.A.,
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
MERCANTILE BANK OF ST. LOUIS, N.A.,
U.S. BANK, NATIONAL ASSOCIATION,
BANK OF MONTREAL,
LASALLE NATIONAL BANK
and
NATIONAL BANK OF CANADA


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TABLE OF CONTENTS


I. DEFINITIONS 2


II. REVOLVING FACILITY 10
2.1 Revolving Credit 10
2.2 Revolving Credit Fees 11
2.3 Interest on Revolving Credit 11
2.4 Conversion 12
2.5 Interest on Converted Notes 12
2.6 Payments 14
2.7 Prepayments 14
2.8 Security 14
2.9 Existing Term Notes 14
2.10 Related Bank Debt 15
2.11 Letter of Credit Facilities 15


III. REPRESENTATIONS AND WARRANTIES 16
3.1 Corporate Existence 16
3.2 Corporate Authority 16
3.3 Validity of Agreements 17
3.4 Litigation 17
3.5 Governmental Approvals 17
3.6 Defaults Under Other Documents 17
3.7 Judgments 17
3.8 Compliance with Laws 17
3.9 Taxes. 17
3.10 Collateral 18
3.11 Pension Benefits. 18
3.12 Margin Regulations 18
3.13 Financial Condition 18
4.1 Financial Reports 18
4.2 Corporate Structure and Assets 20
4.3 Net Worth 20
4.4 Indebtedness 20
4.5 Use of Proceeds 21
4.6 Notice of Default 21
4.7 Distributions 22
4.8 Compliance with Law and Regulations 22
4.9 Maintenance of Property; Accounting; Corporate Form; Taxes;
Insurance 22
4.10 Inspection of Properties and Books 23
4.11 Guaranties 23
4.12 Collateral 23
4.13 Name; Location 23


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4.14 Notice of Change in Ownership or Management 23
4.15 Interest Coverage 24
4.16 Subordinated Debt 24
4.17 Subsidiaries 24
4.18 Amendments to Purchase Agreement 24
4.19 Capital Expenditures 24
4.20 Acquisitions 25


V. CONDITIONS PRECEDENT 25
5.1 Closing Conditions 25


VI. DEFAULTS AND REMEDIES 25
6.1 Events of Default 26
6.2 Remedies 28


VII. INTER-CREDITOR AGREEMENTS 28
7.1 FNB-O as Servicer 28
7.2 Application of Payments 29
7.3 Liability of FNB-O 30
7.4 Transfers 31
7.5 Reliance 31
7.6 Relationship of Lenders 31
7.7 New Lenders 31


VIII. MISCELLANEOUS 31
8.1 Entire Agreement 31
8.2 Governing Law 31
8.3 Notices 31
8.4 Headings 32
8.5 Counterparts 32
8.6 Survival; Successors and Assigns 32
8.7 Severability 32
8.8 Assignment 32
8.9 Amendments 32
8.10 Consent to Form of Security Agreement, Term Agreement 32


SCHEDULE I: Subsidiaries


EXHIBIT A: Form of Note


EXHIBIT B: Drawing Certificate


EXHIBIT C: Letter of Credit Forms


EXHIBIT D: Compliance Certificate


SCHEDULE A: Permitted Encumbrances


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1998 REVOLVING CREDIT AGREEMENT


This 1998 REVOLVING CREDIT AGREEMENT (the "Agreement") is entered into as of the 7th day of December, 1998, among DATA TRANSMISSION NETWORK CORPORATION, a Delaware corporation having its principal place of business at Suite 200, 9110 West Dodge Road, Omaha, Nebraska 68114 (the "Borrower"), FIRST NATIONAL BANK OF OMAHA, a national banking association having its principal place of business at One First National Center, Omaha, Nebraska 68102 ("FNB-O"), FIRST NATIONAL BANK, WAHOO, NEBRASKA, a national banking association having its principal place of business at Wahoo, Nebraska 68066 ("FNB-W"), THE FIRST NATIONAL BANK OF CHICAGO, a national banking association having its principal place of business at One First National Plaza, Chicago, Illinois 60670-0173 ("First of Chicago"), NORWEST BANK NEBRASKA, N.A., a national banking association having its principal place of business at 20th and Farnam Streets, Omaha, Nebraska 68102 ("Norwest"), DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, being represented by its office at 75 Wall Street, New York, New York 10005 ("Dresdner"), MERCANTILE BANK OF ST. LOUIS, N.A., a national banking association having its principal place of business at One Mercantile Center, 7th and Washington Streets, St. Louis, Missouri 63101 ("Mercantile"), U.S. BANK, NATIONAL ASSOCIATION, a national banking association having its principal place of business at 13th and M Streets, Lincoln, Nebraska 68508 ("U.S. Bank"), BANK OF MONTREAL, a Canadian bank represented by its office at 430 Park Avenue, New York, New York 10022 ("Montreal"), LASALLE NATIONAL BANK, a national banking association being represented by its offices at One Metropolitan Square, 211 North Broadway, St. Louis, Missouri 63102 ("LaSalle"); and NATIONAL BANK OF CANADA, a Canadian bank being represented by its office at 1200 17th Street, Suite 2760, Denver, Colorado 80202 ("NBC").


WITNESSETH:


WHEREAS, the Borrower and certain of the Lenders (as such term is hereinafter defined) are parties to a 1997 Term Credit Agreement dated as of February 26, 1997, which has been amended, (the "1997 Term Credit Agreement"), the proceeds of which were used to acquire substantially all of the assets of Broadcast Partners, a general partnership having its principal place of business in Des Moines, Iowa;


WHEREAS, the Borrower and certain of the Lenders are parties to a 1997 Revolving Credit Agreement dated as of February 26, 1997, which has been amended (the "1997 Revolving Credit Agreement"), which 1997 Revolving Credit Agreement provided a revolving credit facility for general corporate purposes;


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WHEREAS, the Borrower desires to increase the amount of the revolving credit facility which was the subject of the 1997 Revolving Credit Agreement; and


WHEREAS, the parties do not intend for this 1998 Revolving Credit Agreement to be deemed to extinguish any existing indebtedness of the Borrower or to release, terminate or affect the priority of any security therefor, but the parties do intend that this 1998 Revolving Credit Agreement shall supersede and replace the terms of the above-referenced 1997 Revolving Credit Agreement;


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:


I. DEFINITIONS


For purposes of this Agreement, the following definitions shall apply:


Acquisition
Notes: The Notes issued by the Borrower to the Term Lenders
under the Term Agreement dated as of May 3, 1996, and all
extensions, renewals and substitutions, if any, of or for
the same.


Advance: Any advance of funds to the Borrower by the Revolving
Lenders or any of them under the revolving credit
facility provided in this Agreement.


Agreement: This 1998 Revolving Credit Agreement dated as of December
7, 1998, between the Borrower and certain Lenders, as
amended or restated from time to time.


Base Rate: The floating interest rate announced from time to
time by FNB-O as its "National Base Rate." The National
Base Rate is set by FNB-O, solely in its discretion, to
reflect generally the rates charged by national money
center banks as their reference rates. (Previously, the
rate was announced by FNB-O as its "New York Base Rate.")
Rates charged by FNB-O may be at, above or below the
National Base Rate, as determined by FNB-O as to each
respective customer.


Base Revolving Credit Facility: The amount specified in Section 2.1 of this
Agreement, which shall include the aggregate amounts
which may be available under the Revolving Credit Notes
and the Lender Letter of Credit Facility.


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Boatmen's: The Boatmen's National Bank of St. Louis, a national
banking association having its principal place of
business at One Boatmen's Plaza, 800 Market Street, St.
Louis, Missouri 63166-0236 (now known as NationsBank,
N.A.), and its successors and assigns.


Borrower: Data Transmission Network Corporation, a Delaware
corporation having its principal place of business at
Suite 200, 9110 West Dodge Road, Omaha, Nebraska 68114.


Broadcast
Partners:Broadcast Partners, a general partnership having its
current principal place of business at 11275 Aurora
Avenue, Des Moines, Iowa 50322.


Business
Day: Any day other than a Saturday, Sunday or a legal holiday
on which banks in the State of Nebraska are not open for
business.


Change of
Control: (a) At any time when any of the equity securities of the
Borrower shall be registered under Section 12 of the
Securities Exchange Act of 1934 as amended from time to
time (the "Exchange Act"), (i) any person, entity or
"group" (within the meaning of Section 13(d)(3) of the
Exchange Act) (other than any person which is a
management employee, or any such "group" which consists
entirely of management employees, of the Borrower) being
or becoming the beneficial owner, directly or indirectly,
of more than 50% of the voting stock of the Borrower, or
(ii) a majority of the members of the Borrower's board of
directors (the "Board") consisting of persons other than
Continuing Directors (as hereinafter defined); and (b) at
any other time, less than 50% of the voting stock of the
Borrower being owned beneficially, directly or
indirectly, by employees of the Borrower or its
subsidiaries. As used herein, the term "Continuing
Director" means any member of the Board on June 29, 1995,
and any other member of the Board who shall be
recommended or elected to succeed a Continuing Director
by a majority of Continuing Directors who are the members
of the Board.


Collateral: All personal property of the Borrower described in the
Security Agreement, whether now owned or hereafter
acquired, including, without limitation:


(a) all of the Borrower's accounts, accounts
receivable, Subscriber contract rights, chattel paper,
documents, instruments, goods, inventory, equipment,
general intangibles; and


(b) all proceeds and products of the foregoing.


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Conversion: This term shall have the meaning set forth in Section
2.4.


Converted
Notes: Any note evidencing Conversion under or of all or a
portion of the Revolving Credit Notes (or any such
similar notes issued to any additional Revolving Lenders
hereinafter added to this Agreement), and all extensions,
renewals and substitutions of or for the foregoing.


Default Rate: The floating interest rate announced from time to
time by FNB-O as its "National Base Rate" plus 4.0%. The
National Base Rate is set by FNB-O, solely in its
discretion, to reflect generally the rates charged by
national money center banks as their reference rates.
(Previously, the rate was announced by FNB-O as its "New
York Base Rate.") Rates charged by FNB-O may be at, above
or below the National Base Rate, as determined by FNB-O
as to each respective customer.


Dresdner Dresdner Bank AG, New York and Grand Cayman
Branches, being represented by its office at 75 Wall
Street, New York, New York 10005, and its successors and
assigns.


Existing Term Notes: That certain promissory note from the Borrower to
FNB-O, FirsTier, FNB-W, NBD, Norwest and Boatmen's (now
NationsBank, N.A.) dated as of February 27, 1995; and
those certain promissory notes from the Borrower to
FNB-O, FNB-W, NBD, Norwest, Sumitomo, Mercantile, First
Bank, Montreal, and LaSalle dated as of March 31, 1997,
and March 16, 1998, and, as to each, all extensions,
renewals, and substitutions of or for the foregoing.


FNB-O: First National Bank of Omaha, a national banking
association having its principal place of business at One
First National Center, Omaha, Nebraska 68102, and its
successors and assigns.


FNB-O Letter of Credit Facility: An amount not to exceed $500,000 at any time
which FNB-O may elect in its discretion to provide to the
Borrower and one or more of its Subsidiaries under
Section 2.11 (a) hereof.


FNB-O Letter(s) of Credit: Letter(s) of Credit issued under the FNB-O Letter
of Credit Facility.


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FNB-W: First National Bank, Wahoo, Nebraska, a national banking
association having its principal place of business at
Wahoo, Nebraska 68066, and its successors and assigns.


First Bank: First Bank, National Association, a national
banking association having its principal place of
business at 13th and M Streets, Lincoln, Nebraska 68508,
and its successors and assigns (it being acknowledged
that First Bank is the successor in interest to
FirsTier.)


First of
Chicago: The First National Bank of Chicago, a national banking
association having its principal place of business at One
First National Plaza, Chicago, Illinois 60670-0173, and
its successors and assigns.


FirsTier FirsTier Bank, National Association, having its principal
place of business at 13th and M Streets, Lincoln,
Nebraska 68508 (predecessor to U.S. Bank).


Fixed Rate
Notice: This term shall have the meaning set forth in Section
2.5.


Interest Rate Protection Contract
Amounts: "Interest Rate Protection Contract Amounts" shall mean
amounts due from the Borrower under interest rate
protection contracts between the Borrower and one or more
Lenders as to (i) the interest differential amounts due
in respect of periodic netting payments under any such
contract, and (ii) any amount due as a result of marking
to market the Borrower's obligations under any such
contract upon the occurrence of an event of default
under, or other early termination of, such contract; in
either case without inclusion of fees and other expenses
related to such contract. Such Interest Rate Protection
Contract Amounts shall be reported in writing to FNB-O
and the Borrower by the applicable Lender at such times
as shall be appropriate to carry out the intent of this
Agreement.


LaSalle: LaSalle National Bank, a national banking association
having its principal place of business at 135 South
LaSalle Street, Chicago, Illinois 60603.


Lender Letter of Credit Facility: The letter of credit facility provided for in
Section 2.11 (b) hereof.


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Lender Letter(s) of Credit: Letter(s) of Credit issued under the Lender
Letter of Credit Facility, the outstanding face amount of
which shall not exceed $1,000,000 at any time.


Lenders: FNB-O, FNB-W, First of Chicago, Norwest, LaSalle,
Dresdner, Mercantile, U.S. Bank, Montreal, and NBC, in
their capacity as Revolving Lenders under this Agreement,
the Term Lenders, lenders of the Related Bank Debt,
NationsBank, formerly Boatmen's (as to Articles VI and
VII and as to Section 8/6 only), and the Existing Term
Notes , and such additional lenders as may be added
hereto or thereto from time to time.


Letter of Credit
Facility: Either the FNB-O or the Lender Letter of Credit Facility
or, if the context so requires, both such letter of
credit facilities.


Letter of Credit Fees: The Letter of Credit Fees specified in Section 2.11 (d)
of this Agreement.


Letter(s) of
Credit: Either the FNB-O Letter(s) of Credit or the Lender
Letter(s) of Credit, or if the context so requires, both
such types of letters of credit.


Leverage
Ratio: The number which is obtained at the time of determination
by dividing Total Indebtedness at the applicable time by
Operating Cash Flow at the applicable time.


Make-Whole
Premium: An amount which shall be sufficient, as determined by the
relevant Lender in good faith and on a reasonable basis
and certified to the Borrower in writing, to compensate
the Lender for any loss (including any lost yield), cost
or expense incurred by the Lender (i) in liquidating or
redeploying deposits or other funds acquired by the
Lender to fund or maintain the loan prepaid and (ii) in
unwinding, amending, canceling or otherwise modifying or
terminating any match funding, swap or other arrangement
entered into by the Lender in connection with acquiring
or maintaining the funding for the loan prepaid.


Mercantile: Mercantile Bank of St. Louis, N.A., a national banking
association having its principal place of business at One
Mercantile Center, 7th and Washington Streets, St. Louis,
Missouri 63101, and its successors and assigns.


Montreal: Bank of Montreal, a Canadian bank being represented by
its offices at 430 Park Avenue, New York, New York 10022.


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NBC: National Bank of Canada, a Canadian bank being
represented by its offices at 1200 17th Street, Suite
2760, Denver, Colorado 80202.


NBD: NBD Bank, a bank organized under the laws of the State of
Michigan and having its principal place of business at
611 Woodward Avenue, Detroit, Michigan 48226, and its
successors and assigns.


NationsBank: NationsBank, N.A., a national banking association having
an office at 800 Market Street, 12th Floor, St. Louis,
Missouri 63101-2506 (successor to The Boatmen's National
Bank of St. Louis), and its successors and assigns.


Net Operating Profit After Taxes: For any period, the net earnings (or loss) after taxes of
Borrower and its Subsidiaries on a consolidated basis for
such period taken as a single accounting period and
determined in conformity with generally accepted
accounting principles; provided that there shall be
excluded (i) the income (or loss) of any entity accrued
prior to the date it becomes a Subsidiary of Borrower or
is merged into or consolidated with Borrower and (ii) any
extraordinary gains or losses for such period determined
in accordance with generally accepted accounting
principles.


Net Worth: The Borrower's consolidated net worth as
determined in accordance with generally accepted
accounting principles plus subordinated debt. For
purposes of this definition, "subordinated debt" means
indebtedness of the Borrower which is subordinate, in a
manner satisfactory to the Lenders, to the indebtedness
due to the Lenders, and the repayment of which is
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