1997 Revolving Credit Agreement

1997 REVOLVING CREDIT AGREEMENT


among
DATA TRANSMISSION NETWORK CORPORATION,
FIRST NATIONAL BANK OF OMAHA,
FIRST NATIONAL BANK, WAHOO, NEBRASKA,
NBD BANK,
NORWEST BANK NEBRASKA, N.A.,
THE SUMITOMO BANK, LIMITED,
MERCANTILE BANK OF ST. LOUIS, N.A.,
FIRST BANK, NATIONAL ASSOCIATION,
BANK OF MONTREAL
and
LASALLE NATIONAL BANK


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TABLE OF CONTENTS


I. DEFINITIONS..................................................... 2


II. REVOLVING FACILITY............................................. 9
2.1 Revolving Credit........................................... 9
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 Loan Agreement..................................... 15


III. REPRESENTATIONS AND WARRANTIES................................ 15
3.1 Corporate Existence........................................ 15
3.2 Corporate Authority........................................ 15
3.3 Validity of Agreements..................................... 15
3.4 Litigation................................................. 15
3.5 Governmental Approvals..................................... 16
3.6 Defaults Under Other Documents............................ 16
3.7 Judgments.................................................. 16
3.8 Compliance with Laws....................................... 16
3.9 Taxes...................................................... 16
3.10 Collateral................................................. 16
3.11 Pension Benefits........................................... 16
3.12 Margin Regulations......................................... 17
3.13 Financial Condition........................................ 17
4.1 Financial Reports.......................................... 17
4.2 Corporate Structure and Assets............................. 19
4.3 Net Worth.................................................. 19
4.4 Indebtedness............................................... 19
4.5 Use of Proceeds............................................ 19
4.6 Notice of Default.......................................... 20
4.7 Distributions.............................................. 20
4.8 Compliance with Law and Regulations........................ 21
4.9 Maintenance of Property; Accounting; Corporate
Form; Taxes; Insurance................................... 21
4.10 Inspection of Properties and Books......................... 21
4.11 Guaranties................................................. 22
4.12 Collateral................................................. 22
4.13 Name; Location............................................. 22
4.14 Notice of Change in Ownership or Management................ 22


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4.15 Interest Coverage.......................................... 23
4.16 Subordinated Debt.......................................... 23
4.17 Subsidiaries............................................... 23
4.18 Amendments to Purchase Agreement........................... 23
4.19 Capital Expenditures....................................... 23
4.20 Acquisitions............................................... 23


V. CONDITIONS PRECEDENT............................................. 24
5.1 Closing Conditions......................................... 24


VI. DEFAULTS AND REMEDIES........................................... 24
6.1 Events of Default.......................................... 24
6.2 Remedies................................................... 26


VII. INTER-CREDITOR AGREEMENTS..................................... 27
7.1 FNB-O as Servicer.......................................... 27
7.2 Application of Payments.................................... 28
7.3 Liability of FNB-O......................................... 29
7.4 Transfers.................................................. 29
7.5 Reliance................................................... 29
7.6 Relationship of Lenders.................................... 29
7.7 New Lenders................................................ 29


VIII. MISCELLANEOUS................................................ 30
8.1 Entire Agreement........................................... 30
8.2 Governing Law.............................................. 30
8.3 Notices.................................................... 30
8.4 Headings................................................... 30
8.5 Counterparts............................................... 30
8.6 Survival; Successors and Assigns........................... 31
8.7 Severability............................................... 31
8.8 Assignment................................................. 31
8.9 Amendments................................................. 31
8.10 Consent to Form of Security Agreement, Term Agreement...... 31


EXHIBIT A........................................................... 43


EXHIBIT B........................................................... 9


EXHIBIT C........................................................... 11


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1997 REVOLVING CREDIT AGREEMENT


This 1997 REVOLVING CREDIT AGREEMENT (the "Agreement") is entered into as of the 26th day of February, 1997, 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"), 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 ("NBD"), NORWEST BANK NEBRASKA, N.A., a national banking association having its principal place of business at 20th and Farnam Streets, Omaha, Nebraska 68102 ("Norwest"), THE SUMITOMO BANK, LIMITED, a Japanese bank being represented by its office at 200 North Broadway, Suite 1625, St. Louis, Missouri 63102 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 Center, 7th and Washington Streets, St. Louis, Missouri 63101 ("Mercantile"), FIRST BANK, NATIONAL ASSOCIATION (successor in interest to FirsTier Bank, National Association), a national banking association having its principal place of business at 13th and M Streets, Lincoln, Nebraska 68508 ("First Bank"), 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, P.O. Box 236, St. Louis, Missouri 63166-0236 ("Boatmen's"), BANK OF MONTREAL, a Canadian bank represented by its office at 430 Park Avenue, New York, New York 10022 ("Montreal"), and LASALLE NATIONAL BANK, a national banking association being represented by its offices at One Metropolitan Square, 211 North Broadway, St. Louis, Missouri 63102 ("LaSalle").


WITNESSETH:


WHEREAS, the Borrower and certain of the Lenders (as such term is hereinafter defined) are parties to a 1996 Term Credit Agreement dated as of May 3, 1996, which has been amended, (the "1996 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 1996 Revolving Credit Agreement dated as of June 28, 1996, which has been amended (the "1996 Revolving Credit Agreement"), which 1996 Revolving Credit Agreement provided a revolving credit facility for general corporate purposes;


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WHEREAS, the Borrower desires to increase the amount and extend the maturity of the revolving credit facility which was the subject of the 1996 Revolving Credit Agreement; and


WHEREAS, the parties do not intend for this 1997 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 1997 Revolving Credit Agreement shall supersede and replace the terms of the above-referenced 1996 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, 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 1997 Revolving Credit Agreement dated as of February
26, 1997, 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.


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, 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.


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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.


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.


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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.


Existing Term Notes: Those certain promissory notes from the Borrower to
FNB-O, FirsTier, FNB-W, NBD, Norwest and Boatmen's dated
as of April 16, 1993, July 8, 1993, August 30, 1994,
November 29, 1994, and February 27, 1995, and all
extensions, renewals, and substitutions of or for the
foregoing.


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).


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-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.


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.


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


Lenders: FNB-O, FNB-W, NBD, Norwest, LaSalle, Sumitomo, Mercantile,
First Bank and Montreal, in their capacity as Revolving
Lenders under this Agreement, the Term Lenders, lenders of
the Related Bank Debt, Boatmen's (as to Articles VI and
VII and as to Section 8.6 only), and such additional
lenders as may be added hereto or thereto from time to
time.


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.


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.


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.


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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 forbidden during the existence
of any Event of Default hereunder; provided however, that
any such indebtedness shall not be deemed subordinated
debt to the extent of the amount of principal payments
that are due thereon within one (1) year from the date of
determination.


Norwest: Norwest Bank Nebraska, N.A., a national banking
association having its principal place of business at 20th
and Farnam Streets, Omaha, Nebraska 68102, and its
successors and assigns.


Notes: (i) The Revolving Credit Notes, the Converted Notes, the
Existing Term Notes, the Acquisition Notes, and such
additional similar notes as may be issued to certain
additional Lenders, and all extensions, renewals, and
substitutions of or for the foregoing; and (ii) notes and,
in the case of interest rate protection contracts, such
contracts evidencing the obligations of the Borrower to
any Lender under the Related Bank Debt.


Operating Cash Flow: The Borrower's consolidated average monthly earnings
or loss before interest, depreciation, amortization and
taxes, less current tax expense and plus or minus any
non-ordinary non-cash charges or credits to earnings,
which average shall be based on the Borrower's actual
financial results in the two (2) full calendar months
preceding the date of determination. For purposes of
calculating Operating Cash Flow for this Agreement, the
Borrower shall not permit deferred commission expenses to
be capitalized for any period in excess of twelve (12)
months.


Operative Documents: This Agreement, the Notes, the Security Agreement, the
financing statements regarding the Collateral and the
documents and certificates delivered pursuant to Section
5.1. Principal Loan Amount: As to the Revolving Credit Notes, the aggregate prin-
cipal amount of all unpaid Advances outstanding at any
time (not including the unpaid balance under the


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Related Bank Debt, Existing Term Notes or any Acquisition
Notes, or any amounts converted to a term loan hereunder),
and as to Converted Notes hereunder, the unpaid principal
amount thereof.


Purchase Agreement: The Asset Purchase and Sale Agreement dated as of
May 3, 1996, between the Borrower and Broadcast Partners,
as amended from time to time.


Quarterly Compliance Certificate: The certificate delivered to the Lenders by the Borrower
pursuant to Section 4.1(d).


Related Bank Debt: The aggregate unpaid balance of all indebtedness,
now or hereafter existing (including future advances)
under (i) the Related Loan Agreement, including, without
limitation, the amounts outstanding under those certain
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