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

<TABLE>
<CAPTION>


         <S>                                                                 <C>
         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

</TABLE>


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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
                      promissory notes from the Borrower to FNB-O,  FirsTier and
                      FNB-W dated as of October  13, 1992 and  December 7, 1992,
                      and all extensions,  renewals, and substitutions of or for
                      the foregoing;  and (ii) certain  interest rate protection
                      contracts  entered  into from time to time by the Borrower
                      with one or more of the Lenders.

Related
Loan
Agreement:            The Loan  Agreement  dated as of October 9, 1992,  between
                      the  Borrower  and FNB-O,  FirsTier and FNB-W and any loan
                      agreements issued in extension,  renewal,  replacement, or
                      restatement of the foregoing.

Release:              The Federal Reserve Statistical Release.

Restricted
Quarter:              This term shall have the meaning set forth in Section 2.5
                      hereof.

Revolving
Credit                Notes: The Notes issued to the Revolving  Lenders pursuant
                      to Section 2.1, and such  additional  similar notes as may
                      be issued to Revolving  Lenders  hereinafter added to this
                      Agreement by mutual written agreement of the parties,  and
                      all extensions,  renewals, and substitutions of or for the
                      same. Such notes shall be in the form of Exhibit A hereto.

Revolving
Credit Rate:          The Base Rate minus the applicable margin as determined
                      pursuant to Section 2.3.

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Revolving
Lenders:              FNB-O, FNB-W, NBD, Norwest, LaSalle, Sumitomo, Mercantile,
                      First Bank and  Montreal,  and such  additional  Revolving
                      Lenders as may be added as Revolving Lenders under Section
                      2.1 hereto from time to time by mutual  written  agreement
                      of the parties.

Security
Agreement:            The 1997 Security  Agreement  dated as of the date hereof,
                      between the Borrower and FNB-O,  as agent for the Lenders,
                      (which  amends and  restates  the 1996  Restated  Security
                      Agreement dated as of May 3, 1996, as amended by the First
                      Amendment to 1996 Restated Security  Agreement dated as of
                      June 28,  1996;  the  Second  Amendment  to 1996  Restated
                      Security  Agreement  dated  as of July 31,  1996;  and the
                      Third Amendment to 1996 Restated Security  Agreement dated
                      as of  December  27,  1996),  and as  further  amended  or
                      restated from time to time.

Subscribers:          Those  customers of the Borrower which have subscribed for
                      the Borrower's  "Basic DTN  Subscription  Service"  and/or
                      "Farm Dayta Service" and/or other similar services and who
                      are not in default of their  payment or other  obligations
                      with respect thereto.

Subsidiary:           Any corporation business association,  partnership,  joint
                      venture,  limited  liability  company  or  other  business
                      entity  in  which  the  Borrower,  or one or  more  of its
                      Subsidiaries,  or the  Borrower  and  one or  more  of its
                      Subsidiaries  has  either  (i) more than 50% of the equity
                      ownership  thereof,  or (ii) the power to elect a majority
                      of the directors or to control the  identification  of the
                      managing or general partners or similar  governing persons
                      thereof.

Sumitomo:             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, and its successors and assigns.

Term
Agreement:            The  1997  Term  Credit  Agreement  dated  as of the  date
                      hereof,  among the Borrower and certain Lenders  specified
                      therein,  (which  amends and restates the 1996 Term Credit
                      Agreement dated as of May 3, 1996, as amended by the First
                      Amendment to 1996 Term Credit  Agreement  dated as of July
                      17,  1996;  the  Second  Amendment  to  1996  Term  Credit
                      Agreement  dated  as of  July  31,  1996;  and  the  Third
                      Amendment  to  1996  Term  Credit  Agreement  dated  as of
                      December  27,  1996),  and as further  amended or restated
                      from time to time.

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Term
Lenders:              "Lenders" to the Borrower as such term is defined in the
                      Term Agreement.

Total
Indebtedness:         All loans and other  obligations of the Borrower and its
                      Subsidiaries,  without  duplication,  for  borrowed  money
                      (including,  without  limitation,  the indebtedness due to
                      the Lenders)  regardless of the maturity  thereof but such
                      term shall not include  subordinated debt of the Borrower,
                      as such term is defined in the  definition of Net Worth up
                      to $15,000,000 if such  subordinated  debt was existing on
                      May 3, 1996.  For  purposes of this  definition  of "Total
                      Indebtedness,"   indebtedness   under  an  interest   rate
                      protection  agreement shall mean the amount if any, at the
                      time  of  determination,   of  the  unpaid  Interest  Rate
                      Protection  Contract  Amounts;  provided,   however,  that
                      solely for purposes of voting under this  Agreement by the
                      Lenders,   "Total  Indebtedness"  will  not  include  such
                      Interest Rate Protection Contract Amounts.

Trigger
Event:                This term shall have the meaning set forth in Section 2.5
                      hereof.

All  accounting  terms not  otherwise  defined  herein  shall  have the  meaning
ordinarily applied under generally accepted accounting principles.


                             II. REVOLVING FACILITY

             2.1  Revolving Credit.

             (a) Until the  earlier of June 30,  1998,  or the date on which the
    loan  hereunder is converted to a term loan in accordance  with Section 2.4,
    the Revolving Lenders severally agree to advance funds for general corporate
    purposes not to exceed $59,500,000 (the "Base Revolving Credit Facility") to
    the Borrower on a revolving  credit  basis  (amounts  outstanding  under the
    Acquisition  Notes,  Existing  Term Notes and Related Bank Debt shall not be
    counted against such Base Revolving  Credit Facility  limit).  Such Advances
    shall be made on a pro rata  basis by the  Revolving  Lenders,  based on the
    following  maximum  advance  limits  and  applicable  percentages  for  each
    Revolving Lender: (i) as to FNB-O,  $12,316,500  (20.7%);  (ii) as to FNB-W,
    $297,500 (.50%);  (iii) as to NBD, $7,080,500  (11.9%);  (iv) as to Norwest,
    $2,856,000  (4.8%);  (v) as to  LaSalle,  $11,840,500  (19.9%);  (vi)  as to
    Sumitomo,  $5,950,000  (10%);  (vii) as to Mercantile,  $6,128,500  (10.3%),
    (viii)  as to First  Bank,  $6,128,500  (10.3%);  and  (ix) as to  Montreal,
    $6,902,000 (11.6%).


             (b) The Base Revolving Credit Facility shall be increased,  up to a
    maximum of $71,000,000,  upon satisfaction of the following conditions.  For
    each six-month  period shown below, the Base Revolving Credit Facility shall
    be  increased  in the amount  shown,  up to the maximum  indicated  for such

                                       12

                                     - 99 -
<PAGE>

    period,  based on the  conversion  in  accordance  with Section 2.4 below of
    outstanding balances on the Revolving Credit Notes:

<TABLE>
<CAPTION>


                                 Maximum Principal
                                 Conversion Amount        Maximum Increase In
             Period           Increasing Facility Size Revolving Credit Facility
    --------------------      ------------------------ -------------------------

    <S>                       <C>                                    <C>
    January-June, 1997        $38,000,000                            $11,500,000

    July-December, 1997       $38,000,000 minus the
                              principal amount, if
                              any, converted during the
                              prior period                          $  7,667,000

    January-June, 1998        $38,000,000 minus the
                              principal amount, if
                              any, converted during the
                              prior periods                         $  3,833,000
</TABLE>

    provided,  however, that the total amount of converted principal which shall
    result in an increase to the Base  Revolving  Credit  Facility over the term
    hereof shall not exceed $38,000,000;  and provided, further, that regardless
    of conversions,  in no event shall the Base Revolving Credit Facility,  plus
    the principal amount outstanding under Converted Notes issued after the date
    hereof,  exceed $71,000,000;  and provided further, that no such increase in
    the Base Revolving  Credit  Facility amount shall occur after the occurrence
    of an Event of Default.  In the event that the  principal  amount  converted
    during any six-month  period shown above is less than the maximum  principal
    conversion  amount shown above for such  period,  the amount of the increase
    shall be  determined by  multiplying  the maximum  possible  increase in the
    revolving  credit  facility  permitted  for such period by a  fraction,  the
    numerator of which is the amount of actual  converted  principal  (up to the
    maximum  permitted) and the  denominator of which is the difference  between
    $38,000,000  and the  principal  amount  converted  during  any of the prior
    six-month  periods shown on the above chart.  The "Maximum  Revolving Credit
    Facility" shall mean, as of the date of this Agreement, $71,000,000, and, if
    the maximum  increase in the Base Revolving  Credit Facility is not effected
    prior  to July  1,  1997,  shall  be  adjusted  on July  1,  1997,  and,  if
    applicable,  on January 1, 1998 to reflect such lesser  maximum amount which
    is possible to be effected during the succeeding  six-month  period pursuant
    to the above chart.

             (c) Any increase in the Base Revolving Credit Facility shall be pro
    rated among the  Revolving  Lenders in the  percentages  shown in (a) above;
    provided that in no event shall the  respective  revolving  credit  facility
    attributable  to each such Revolving  Lender exceed the amounts shown below:
    (i) as to FNB-O, $14,697,000; (ii) as to FNB-W, $355,000; (iii) as to

                                       13

                                    - 100 -
<PAGE>

NBD, $8,449,000; (iv) as to Norwest, $3,408,000; (v) as to LaSalle, $14,129,000;
(vi) as to Sumitomo,  $7,100,000; (vii) as to Mercantile,  $7,313,000; (viii) as
to First Bank, $7,313,000; and (ix) as to Montreal, $8,236,000.


The Borrower shall not be entitled to any Advance hereunder if, after the making
of such Advance,  the Total  Indebtedness would exceed thirty-six (36) times the
Borrower's Operating Cash Flow, determined at the time of the Advance. Nor shall
the Borrower be entitled to any further Advances  hereunder after the occurrence
of a material  adverse  change in its  management  personnel,  as  described  in
Section 4.14(b), or after the occurrence of any Event of Default with respect to
the  Borrower.  Advances  shall be made,  on the  terms and  conditions  of this
Agreement,  upon the  Borrower's  request.  Requests shall be made by 12:00 noon
Omaha  time on the  Business  Day prior to the  requested  date of the  Advance.
Requests shall be made by presentation to FNB-O of a drawing  certificate in the
form of Exhibit B. The  Borrower's  obligation to make payments of principal and
interest  on the  foregoing  revolving  credit  indebtedness  shall  be  further
evidenced by the Revolving Credit Notes.

             2.2  Revolving Credit Fees. The Borrower shall pay to the Revolving
Lenders a commitment fee equal to the product of the per annum unused commitment
fee percentage shown below times the unadvanced portion of the Maximum Revolving
Credit Facility described above:

          Leverage Ratio                        Unused Commitment Fee Percentage
          ---------------------------           --------------------------------

          Greater than 42                                  .375%

          Greater than 24 but not in
          excess of 42                                     .250%

          24 or less                                       .125%

Such fee shall be paid to FNB-O  quarterly  (calendar  quarters)  in arrears and
based on the average unused portion of the revolving  credit  commitment  during
the  applicable  quarter and the Leverage Ratio in effect on the last day of the
month preceding such quarter.  FNB-O shall  distribute to each Revolving  Lender
its pro rata  share of such fee based on the  maximum  advance  limits set forth
above.  Furthermore,  the  Borrower  will pay to FNB-O an agenting  fee equal to
$40,000 annually, payable quarterly in arrears.

             2.3  Interest on  Revolving  Credit.  Until the earlier of June 30,
1998, or the date on which the revolving credit loan hereunder is converted to a
term loan,  interest shall accrue on the Principal Loan Amount  outstanding from
time to time at a variable rate, which shall fluctuate on a monthly basis, equal
to the Base  Rate  minus a margin  as  determined  below.  The  margin  shall be
adjusted  quarterly  after  receipt  of  the  Borrower's   Quarterly  Compliance
Certificate, commencing with the Quarterly Compliance Certificate in the form of
Exhibit  C  hereto  for  the  quarter  ended  12/31/96.   Adjustments  shall  be
retroactive to the beginning of the current quarter.

                                       14

                                    - 101 -
<PAGE>

<TABLE>
<CAPTION>

             Leverage Ratio                        Margin Below Base Rate
             -----------------------------         ----------------------

             <S>                                          <C>
             Greater than 42                               .25%

             Greater than 36 but not more
              than 42                                      .50%

             Greater than 30 but not more
              than 36                                      .75%

             Greater than 24 but not more
              than 30                                     1.00%

             Greater than 18 but not more
              than 24                                     1.25%

             18 or less                                   1.375%
</TABLE>


The Base Rate minus the  applicable  margin as determined  above is  hereinafter
referred to as the  "Revolving  Credit Rate."  Changes in the Base Rate shall be
effective on the first day of each month, based on the Base Rate in effect as of
such day.  Interest  shall be due upon the  rendering  of each  monthly  invoice
therefor by FNB-O.  Notwithstanding  anything to the contrary  elsewhere herein,
after an Event of  Default  has  occurred  interest  shall  accrue on the entire
outstanding balance of principal and interest on all indebtedness hereunder at a
fluctuating rate equal to the Default Rate.

             2.4 Conversion. Upon the earlier of: (i) June 30, 1998; or (ii) the
Borrower's  giving notice of its election to convert the  revolving  credit loan
hereunder,  or any portion  thereof,  to a term loan, the revolving  credit loan
described above (or applicable  portion  thereof) shall be deemed converted to a
term loan (hereinafter  referred to as "Conversion").  Any such term loans shall
be  evidenced  by notes  (the  "Converted  Notes")  separate  from  the  initial
Revolving  Credit  Notes.  Upon the issuance of Converted  Notes,  the Revolving
Credit Facility will be reduced by the principal  amount of such Converted Notes
(and shall be increased to the extent  permitted in Section 2.1(b) hereof),  and
no further  Advances  shall be made by the  Revolving  Lenders on the  converted
amount. The then outstanding  Principal Loan Amount of each respective Converted
Note shall  become due and payable in  forty-eight  (48) equal  installments  of
principal,  with the  first  such  installment  due on the last day of the month
following  Conversion,  or,  if such  day is not a  Business  Day,  on the  next
succeeding Business Day, and subsequent installments due on the last day of each
consecutive  month  thereafter.  In any  event,  the total  amount of all unpaid
principal and accrued interest  hereunder shall be due and payable no later than
June 30, 2002.

             2.5  Interest on Converted Notes.  After Conversion, interest shall
accrue on the Principal Loan Amount outstanding on the respective Converted Note
from time to time at a variable rate,  which shall fluctuate on a monthly basis,
which is equal to the  Revolving  Credit  Rate plus one  quarter of one  percent
(.25%).  For purposes of computing such variable rate,  changes in the Base Rate
shall be  effective  on the  first day of each  month  based on the Base Rate in

                                       15

                                    - 102 -
<PAGE>

effect on such day.  Notwithstanding  anything in the foregoing to the contrary,
after Conversion,  the Borrower may elect to have a fixed interest rate apply to
the outstanding  Principal Loan Amount converted and outstanding  after the date
of giving  notice of such fixed rate election  (the "Fixed Rate  Notice").  Such
fixed rate shall be the greater of:


             (a) the Revolving Credit Rate in effect on the date of the notice,
    plus one-half of one percent (.50%), or

             (b) the  average  of  the  yields  on  constant  maturity Treasury
     Bonds  with  maturities  of three  (3) years and five (5) years, as quoted
     in the immediately  preceding  monthly Release for the month preceding such
     Release,  plus the incremental  percentage shown below:
<TABLE>
<CAPTION>

                      Leverage Ratio1                    Incremental %
                      ---------------                    -------------
                      <S>                                    <C>
                      Greater than 36                        2.25%

                      Greater than 24 but not in
                       excess of 36                          2.00%

                      24 or less                             1.75%
<FN>

1  Determined on the last day of the preceding quarter.

</FN>
</TABLE>

Any  election of a fixed rate by the  Borrower  shall be final and  irrevocable.
Interest  shall be due each month  concurrently  with the  Borrower's  principal
payment.  Notwithstanding  anything to the contrary  elsewhere herein,  after an
Event of Default has occurred  interest  shall accrue on the entire  outstanding
balance of principal and interest on all indebtedness hereunder at a fluctuating
rate equal to the Default Rate. All interest due under this  Agreement  shall be
calculated on the basis of the actual number of days  outstanding  and a 360-day
year.  Interest  shall  continue  to accrue on the full  unpaid  balance  of all
indebtedness  hereunder  notwithstanding any permitted or unpermitted failure of
the  Borrower to make a scheduled  payment or the fact that a scheduled  payment
day falls on a day other than a Business  Day.  If the  Borrower's  most  recent
Quarterly Compliance Certificate shows that, as of the end of the prior quarter,
Total  Indebtedness  was at such  date  more  than  thirty-six  (36)  times  the
Operating  Cash Flow at the end of such  quarter,  the current  quarter shall be
deemed a  "Restricted  Quarter."  If,  any  time  during  a  Restricted  Quarter
(including,  without  limitation,  during  any period in such  quarter  prior to
delivery of the Quarterly Compliance Certificate), the interest rate accruing on
any Existing Term Note or Converted Note is less than seven and one-half percent
(7.50%) per annum, a "Trigger Event" shall be deemed to have occurred.  Upon the
occurrence  of a Trigger  Event,  the  Borrower  shall be  obligated  to pay the
following  fees: (i)  three-eighths  of one percent  (.375%) of the  outstanding
principal  balance as of the date  preceding  the Trigger Event of each Existing
Term Note or  Converted  Note  which  accrues  interest  at less than  seven and

                                       16

                                    - 103 -
<PAGE>

one-half percent (7.50%) per annum,  which amount shall be payable promptly upon
invoicing by FNB-O;  (ii) the same amount as computed in clause (i),  payable on
the six (6) month anniversary of the Trigger Event; and (iii) the same amount as
computed in clause  (i),  payable on the twelve  (12) month  anniversary  of the
Trigger Event.

             2.6  Payments.  All  obligations of the Borrower  under the Related
Bank Debt (other than obligations under any interest rate protection  contract),
Revolving  Credit  Notes and  Converted  Notes  and  under  the other  Operative
Documents shall be payable in immediately available funds in lawful money of the
United States of America at the principal office of FNB-O in Omaha,  Nebraska or
at such other  address as may be  designated  by FNB-O in writing.  In the event
that a payment day is not a Business  Day, the payment  shall be due on the next
succeeding Business Day.

             2.7  Prepayments. The Borrower may at any time prepay the Principal
Loan Amount outstanding under the Revolving Credit Notes or any of the Converted
Notes if the Borrower has given the Revolving  Lenders at least two (2) Business
Days prior  written  notice of its intention to make such  prepayment.  Any such
prepayment may be made without  penalty  except for Converted  Notes as to which
interest is accruing at a fixed rate in  accordance  with  Section 2.5, in which
event a  prepayment  penalty  shall  be due to each  Revolving  Lender,  at each
Revolving  Lender's  option,  either:  (1) the  Make-Whole  Premium  due to such
Revolving Lender in respect of such prepayment;  or (2) such Revolving  Lender's
applicable  prepayment fee as set forth below. The applicable prepayment fee for
any Converted Note shall be: (i) if the notice electing fixed interest was given
within  twelve  (12)  months of  Conversion,  the fee shall be one and  one-half
percent  (1.50%) of the amount of such  prepayment;  (ii) if the notice electing
fixed  interest  was given after  twelve (12)  months of  Conversion  but within
twenty-four  (24) months of Conversion,  the fee shall be  three-fourths  of one
percent (.75%) of the amount of such  prepayment;  (iii) if the notice  electing
fixed interest was given after  twenty-four (24) months of Conversion but within
thirty-six  (36)  months of  Conversion,  the fee shall be  three-tenths  of one
percent (.30%) of the amount of such prepayment.  The applicable  prepayment fee
for any Existing Term Note shall be as specified in such Existing Term Note.

             2.8  Security. All obligations of the Borrower  hereunder and under
the  Operative  Documents,   including,   without  limitation,   the  Borrower's
obligations  to make  payments of  principal  and interest on the Notes shall be
secured by a first security  interest in the  Collateral,  as more  specifically
described in the Security Agreement.

            2.9  Existing Term Notes.  The  Borrower's  obligations  under the
Existing Term Notes shall  continue in full force and effect in accordance  with
the terms  thereof.  Such notes  shall be deemed  amended  to include  this 1997
Revolving  Credit  Agreement within the definition of Obligations in such notes,
it being understood that this 1997 Revolving Credit  Agreement,  rather than the
1996 Revolving Credit Agreement,  shall be controlling with respect to defaults,
covenants and all other relevant  matters  arising under the Existing Term Notes
and the Notes  executed and  delivered in  connection  with this 1997  Revolving
Credit  Agreement.  The Existing Term Notes shall  continue to be secured by the
security interest provided in the Security Agreement.

                                       17

                                    - 104 -
<PAGE>
             2.10  Related  Loan  Agreement.  Nothing  herein shall be deemed to
alter or amend the Borrower's obligations under the Related Loan Agreement,  the
Related  Bank  Debt or any  collateral  security  therefor,  all of which  shall
continue in full force and effect in accordance with the terms thereof.



                       III. REPRESENTATIONS AND WARRANTIES

               The Borrower represents and warrants that as of the date hereof
and as of the date of each and  every  request  for an  Advance  hereunder,  the
following are and shall be true and correct:

             3.1  Corporate Existence.  It and each of its Subsidiaries, if any,
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware  and duly  qualified  and in good  standing in all
states  where it is doing  business  except where the failure to be so qualified
would  not  have a  material  adverse  effect  on it and it has full  power  and
authority to own and operate its properties and to carry on its business.  As of
the date of this Agreement, the Borrower has no Subsidiaries.

             3.2  Corporate Authority. It has full corporate power, authority
and legal right to execute, deliver and perform the Operative Documents to which
it is a party, and all other instruments and agreements  contemplated hereby and
thereby,  and to perform its  obligations  hereunder  and  thereunder;  and such
actions have been duly authorized by all necessary corporate action, and are not
in conflict with any  applicable law or  regulation,  or any order,  judgment or
decree  of any court or other  governmental  agency  or  instrumentality  or its
articles of  incorporation  or bylaws,  or with any provisions of any indenture,
contract or  agreement to which it or any of its  Subsidiaries  is a party or by
which  it or any of its  Subsidiaries  or any of its or  their  property  may be
bound.

             3.3  Validity of Agreements. The Borrower's Operative Documents
have been duly  authorized,  executed and  delivered and  constitute  its legal,
valid and binding  agreements,  enforceable  against the Borrower in  accordance
with their respective  terms (except to the extent that enforcement  thereof may
be limited by any applicable bankruptcy,  reorganization,  moratorium or similar
laws now or hereafter in effect, or by principles of equity).

             3.4  Litigation.  Neither the Borrower nor any Subsidiary is a
party  to  any  pending  lawsuit  or  proceeding  before  or  by  any  court  or
governmental body or agency, which is likely to have a materially adverse effect
on the  Borrower's  ability  to  perform  its  obligations  under its  Operative
Documents; nor is the Borrower aware of any threatened lawsuit or proceeding, to
which it or any  Subsidiary  may become a party or of any  investigation  of any
Court or governmental body or agency into its affairs, which if instituted would
have a material  adverse  effect  upon the  Borrower's  ability  to perform  its
obligations under its Operative Documents.

                                       18

                                    - 105 -
<PAGE>

             3.5  Governmental Approvals. The execution, delivery and perfor-
mance by the Borrower of the  Operative  Documents or the Purchase  Agreement do
not  require  the  consent  or  approval  of,  the  giving  of  notice  to,  the
registration with, or the taking of any other action in respect of, any federal,
state or other  governmental  authority  or agency  other  than as  contemplated
herein and therein.

             3.6  Defaults  Under Other  Documents. Neither the Borrower nor any
Subsidiary is in default or in violation (nor has any event occurred which, with
notice or lapse of time or both,  would constitute a default or violation) under
any document or any  agreement or instrument to which it may be a party or under
which it or any of its  properties  may be bound and the  result of which  would
have a material  adverse  effect  upon the  Borrower's  ability  to perform  its
obligations under its Operative Documents.

             3.7  Judgments. There are no outstanding or unpaid judgments (which
are not adequately  bonded) of the Borrower or any Subsidiary which would have a
material  adverse effect upon the Borrower's  ability to perform its obligations
under its Operative Documents.

             3.8  Compliance with Laws.  Neither the Borrower nor any Subsidiary
is in violation of any laws,  regulations or judicial or governmental decrees in
any respect  which could have any material  adverse  effect upon the validity or
enforceability  of any of the terms of the  Borrower's  Operative  Documents  or
which  could have a  material  adverse  effect  upon the  Borrower's  ability to
perform its obligations under its Operative Documents.

             3.9  Taxes.  All tax returns of the  Borrower and its  Subsidiaries
for material taxes required to be filed have been filed or extensions  permitted
by law have been obtained;  all taxes of the Borrower and its  Subsidiaries of a
material  nature and which are due and payable as reflected on such returns have
been  paid,  other than  taxes  which are due but for which only a nominal  late
payment  penalty  is  payable  and for which  the  taxing  authority  is not yet
entitled to enforce its remedies for payment  thereof and other than taxes being
contested in good faith and with respect to which  adequate  reserves  have been
established;  and  no  material  amounts  of  taxes  of  the  Borrower  and  its
Subsidiaries not reflected on such returns are payable.

             3.10 Collateral.  The Borrower has good and marketable title to the
Collateral and the Collateral is free from all liens,  encumbrances  or security
interests,  except as disclosed on Schedule A attached  hereto.  The  Borrower's
principal  place of business,  chief executive  office,  and the principal place
where it keeps its records  concerning  the  Collateral  is Suite 200, 9110 West
Dodge Road,  Omaha,  Nebraska  68114.  The  Borrower  also keeps  certain of its
records regarding the Collateral at 11275 Aurora Avenue, Des Moines, Iowa 50322.

             3.11 Pension Benefits. Neither the Borrower nor any Subsidiary
maintains a "Plan" as defined in Section 3 of the  Employees  Retirement  Income
Security Act of 1974  ("ERISA"),  or each such entity is in compliance  with the
minimum funding requirements with respect to any such "Plan"

                                       19

                                    - 106 -
<PAGE>

maintained  by it and it has not incurred any material  liability to the Pension
Benefit  Guaranty  Corporation  ("PBGC") or otherwise  under ERISA in connection
with any such Plan.

             3.12 Margin  Regulations.  No part of the  proceeds of any Advance
hereunder  shall be used to  purchase or carry any  "margin  stock"  (within the
meaning of Regulation U of the Board of Governors of the Federal  Reserve System
of the United States) or any "margin security" (within the meaning of Regulation
G of said Board of Governors),  or to extend credit to others for the purpose of
purchasing or carrying any such margin stock or margin security.  No part of the
proceeds of any Advance  hereunder  shall be used for any purpose that violates,
or which is inconsistent with, the provisions of Regulation G, T, U or X of said
Board of Governors.

             3.13 Financial  Condition.  The financial condition of the Borrower
and its  Subsidiaries  is truly  and  accurately  set  forth in the most  recent
financial  statement  which has been  provided  to the  Lenders  and no material
adverse change has occurred which would make such financial statement inaccurate
or misleading.

                                  IV. COVENANTS

             The Borrower hereby covenants that:

             4.1  Financial Reports.

             (a) Within  forty-five  (45)  days  after the end of each month,
     the Borrower, at its sole expense, shall furnish the Lenders a consolidated
     balance sheet, a statement of earnings of the Borrower and its consolidated
     Subsidiaries  and a  statement  of  cash  flows  of the  Borrower  and  its
     consolidated Subsidiaries, and such financial statements on a consolidating
     basis as to the Borrower,  all such financial  statements to be prepared in
     accordance  with  generally  accepted  accounting  principles  consistently
     applied and certified as completed and correct,  subject to normal  changes
     resulting from year-end audit  adjustments,  by the chief financial officer
     of the Borrower.


             (b) Within  ninety  (90)  days  after  the  close of the Borrower's
     fiscal year, the Borrower, at its sole expense,  shall furnish the Lenders:
     (i) a  consolidated  balance sheet, a statement of earnings of the Borrower
     and its  consolidated  Subsidiaries  and a  statement  of cash flows of the
     Borrower and its consolidated Subsidiaries, certified by Deloitte & Touche,
     or  other  independent  certified  public  accountants  acceptable  to  the
     Lenders, that such financial reports fairly present the financial condition
     of the Borrower and its consolidated Subsidiaries and have been prepared in
     accordance  with  generally  accepted  accounting  principles  consistently
     applied;  and (ii) a certificate from such  accountants  certifying that in
     making the requisite audit for  certification  of the Borrower's  financial
     statements, the auditors either (1) have obtained no knowledge, and are not
     otherwise  aware of, any condition or event which  constitutes  an Event of
     Default  or which with the  passage  of time or the giving of notice  would
     constitute  an Event of Default  under  Sections  4.3,  4.4,  4.7,  4.9(b),
     4.9(d),  4.11,  4.19, or 4.20;  or (2) have  discovered  such  condition or
     event, as specifically set forth in such certificate, which
                                       20

                                    - 107 -
<PAGE>

     constitutes  an Event of Default  or which with the  passage of time or the
     giving of notice would  constitute an Event of Default under such sections.
     The auditors  shall not be liable to the Lenders by reason of the auditors'
     failure to obtain  knowledge  of such event or  condition  in the  ordinary
     course of their audit  unless such failure is the result of  negligence  or
     willful misconduct in the performance of the audit.


             (c) Within  thirty (30) days  after  submission  to the Securities
     and Exchange  Commission,  the Borrower shall provide to the Lenders copies
     of its Forms 10K and 10Q,  as  submitted  to the  Securities  and  Exchange
     Commission during the term of this Agreement.

             (d) Within twenty (20) days after the end of each quarter, the
     Borrower,  at its expense,  shall furnish the Lenders a certificate  of the
     chief  financial  officer of the Borrower in the form of Exhibit C, setting
     forth such  information  (including  detailed  calculations)  sufficient to
     verify the conclusions of such officer after due inquiry and review, that:

                      (i) The Borrower and each  Subsidiary,  either (y)
             is in compliance with the  requirements  set forth in this
             Agreement or (z) is NOT in  compliance  with the foregoing for
             reasons specifically set forth therein; and

                      (ii) The chief  financial  officer of the Borrower has
              reviewed  or  caused  to be  reviewed  all  of  the  terms  of the
              Operative  Documents of the  Borrower and that such review  either
              (1) has NOT  disclosed  the  existence  of any  condition or event
              which  constitutes  an event of default or any  condition or event
              which  with the  passage  of time or the  giving of  notice  would
              constitute an event of default  under the  Operative  Documents or
              (2) has  disclosed  the  existence  of a condition  or event which
              constitutes  an event of default,  or a  condition  or event which
              with the passage of time or the giving of notice would  constitute
              an event of default, under the aforesaid instrument or instruments
              and the specific condition or event is specifically set forth.

     For the quarter  ended  December 31, 1996,  the Borrower  shall provide the
     Quarterly  Compliance  Certificate  in the  form of  Exhibit  C,  plus  the
     compliance certificate in the form which was required by the 1996 Revolving
     Credit Agreement in effect on December 31, 1996.

             (e) The Borrower shall provide the Lenders with such other
     financial reports and statements as the Lenders may reasonably request.
                                       21

                                    - 108 -
<PAGE>


             4.2  Corporate Structure and Assets. The Borrower shall not merge
or consolidate with any other corporation or entity unless the Borrower shall be
the surviving  entity,  nor sell any assets except items that are obsolete or no
longer  necessary  for  operation  of the  business,  other than in the ordinary
course of business without the prior written consent of the Lenders. The Lenders
shall be entitled to receive as a  prepayment  on the Notes the  proceeds of any
sale of assets of the Borrower which are  prohibited by the preceding  sentence.
Notwithstanding the foregoing prepayment requirements,  any such prohibited sale
shall remain a violation of this Agreement.  In addition, the Borrower shall not
engage in any business  materially  different from that in which it is presently
engaged  without the prior written  consent of the Lenders,  which consent shall
not  be  unreasonably  withheld.  The  foregoing  restrictions  on  mergers  and
consolidations  shall not apply if: (i) in the case of a merger, the Borrower is
the surviving entity and expressly reaffirms its obligations hereunder;  (ii) in
the case of a consolidation,  the resulting  corporation  expressly  assumes the
obligations  of  the  Borrower  hereunder;  (iii)  the  surviving  or  resulting
corporation  is organized  under the laws of the United States or a jurisdiction
thereof; (iv) after giving effect to such merger or consolidation, the surviving
or  resulting  corporation  will be engaged in  substantially  the same lines of
business as are now engaged in by the Borrower; and (v) immediately after giving
effect  to such  merger  or  consolidation,  no  Event  of  Default  will  exist
hereunder.

             4.3  Net Worth.  The Borrower  shall  maintain a minimum  Net Worth
during the term of this  Agreement of at least  $23,500,000,  plus fifty percent
(50%) of the net income (but not losses) of the  Borrower  for each fiscal year,
commencing with the fiscal year beginning  January 1, 1997;  provided,  however,
solely for  purposes  of  determining  compliance  with the  provisions  of this
Section 4.3, "Net Worth" shall not include any subordinated debt.

             4.4  Indebtedness.

             (a) The  Borrower  shall not at any time permit the sum of the
     Total  Indebtedness  to  the  Lenders  to  exceed  forty-eight  (48)  times
     Operating Cash Flow.

             (b) On the day the Borrower or a Subsidiary becomes liable with
     respect to any debt and immediately  after giving effect thereto and to the
     concurrent  retirement  of any other debt,  the sum of Total  Indebtedness,
     plus the amount of any  outstanding  subordinated  debt of the Borrower and
     its Subsidiaries,  plus the contingent  obligations of the Borrower and its
     Subsidiaries  under any  guaranty of the debt of any other person or entity
     (other than unsecured debt of a Subsidiary  incurred in the ordinary course
     of business for other than borrowed  money or to finance the purchase price
     of any property or business) shall not exceed an amount equal to sixty (60)
     times Operating Cash Flow at such date.

             4.5  Use of Proceeds. The Borrower shall not use the proceeds of
the  Advances  hereunder  to purchase or carry any  "margin  stock"  (within the
meaning of Regulation U of the Board of Governors of the Federal  Reserve System
of the United States) or any "margin security" (within the meaning of Regulation
G of said Board of Governors), or to extend credit to others for the purpose of


                                       22

                                    - 109 -
<PAGE>

purchasing or carrying any such margin stock or margin security. No part of such
proceeds shall be used for any purpose that violates,  or which is  inconsistent
with, the provisions of Regulation G, T, U or X of said Board of Governors. This
section shall not preclude the Borrower from  repurchasing any of its own issued
and outstanding common stock;  provided,  however, that such repurchase does not
result in the occurrence of any other Event of Default hereunder.


             4.6  Notice of Default.  The Borrower shall give to the Lenders
prompt written notification of the existence or occurrence of:

             (a) any fact or event which results,  or which with notice or the
     passage of time, or both, would result in an Event of Default hereunder;

             (b) any proceedings  instituted by or against the Borrower in any
     federal, state or local court or before any governmental body or agency, or
     before any arbitration  board, or any such proceedings  threatened  against
     the Borrower by any governmental agency, which is likely to have a material
     adverse effect upon the Borrower's ability to perform its obligations under
     its Operative Documents;

             (c) any default or event of default  involving the payment of money
     under any agreement or instrument  which is material to the Borrower or any
     Subsidiary  to which  such  entity  is a party or by which it or any of its
     property may be bound,  and which  default or event of default would have a
     material  adverse  effect  upon  the  Borrower's  ability  to  perform  its
     obligations under its Operative Documents; and

             (d) the  Borrower  shall  give  immediate  notice  of the
     commencement  of any  proceeding  under the Federal  Bankruptcy  Code by or
     against the Borrower or any Subsidiary.

             4.7  Distributions.

             (a) Neither  Borrower nor any Subsidiary shall declare any
     dividends  or make any cash  distribution  in  respect of any shares of its
     capital stock or warrants of its capital  stock,  without the prior written
     consent of the Lenders;  provided,  however,  that the Borrower may declare
     stock dividends;  provided,  further, that the Borrower need not obtain the
     Lenders'  consent with  respect to (i)  dividends in any one (1) year which
     are, in the aggregate, less than 25% of the Borrower's Net Operating Profit
     After Taxes in the previous four (4)  quarters,  as reported to the Lenders
     pursuant  to Section  4.1;  or (ii)  dividends  or  distributions  from any
     consolidated Subsidiary.

             (b) Neither the Borrower nor any  Subsidiary  other than a
     Subsidiary which is wholly-owned by the Borrower shall purchase, redeem, or
     otherwise retire any shares of its capital stock or warrants of its capital
     stock if, immediately after the making of such purchase or redemption,  the
     Borrower  or any  Subsidiary  will be in default of any other  covenant  or
     provision of this Agreement (including,  without limitation,  the covenants
     and  provisions   pertaining  to  minimum  net  worth  and  limitations  on
     indebtedness).
                                       23

                                    - 110 -
<PAGE>

             4.8  Compliance  with Law and  Regulations.  The  Borrower and each
Subsidiary shall comply in all material respects with all applicable federal and
state laws and regulations.

             4.9  Maintenance of Property; Accounting; Corporate Form;
Taxes; Insurance.

             (a) The Borrower and each  Subsidiary  shall  maintain its
     property in good condition in all material respects, ordinary wear and tear
     excepted, and make all renewals,  replacements,  additions, betterments and
     improvements thereto necessary for the efficient operation of its business.

             (b) The Borrower and each Subsidiary shall keep true books of
     record and accounts in which full and correct  entries shall be made of all
     its  business  transactions,  all in  accordance  with  generally  accepted
     accounting principles consistently applied.

             (c) The Borrower and each Subsidiary  shall do or cause to be done
     all  things  necessary  to  preserve  and keep in full force and effect its
     corporate  form of existence as is necessary  for the  continuation  of its
     business in substantially the same form, except where such failure to do so
     with respect to any Subsidiary  would not have a material adverse effect on
     the ability of the Borrower to perform its obligations  under the Operative
     Documents.

             (d) The Borrower and each Subsidiary  shall pay all taxes,
     assessments  and  governmental  charges  or levies  imposed  upon it or its
     property;  provided, however, that the Borrower or any Subsidiary shall not
     be required to pay any of the  foregoing  taxes which are being  diligently
     contested in good faith by appropriate  legal  proceedings and with respect
     to which adequate reserves have been established.

             (e) The Borrower  shall maintain or cause to be maintained
     liability  insurance  and  casualty   insurance,   in  a  form  and  amount
     satisfactory  to FNB-O  as  agent  for the  Lenders,  upon  the  Collateral
     (excluding  equipment or inventory  provided to Subscribers in the ordinary
     course  of  business)  and  other  tangible  assets  owned  by it  and  its
     Subsidiaries. The Borrower shall name FNB-O as agent for the Lenders as the
     loss payee on all such casualty insurance,  and as an additional insured on
     all such liability insurance and shall provide the Lenders with evidence of
     such insurance upon request.

             4.10 Inspection  of  Properties  and  Books.  The  Borrower  shall
recognize and honor the right of the Lenders,  upon request to an officer of the
Borrower,  to visit and inspect any of the  properties of, to examine the books,
accounts,  and other records of, and to take  extracts  therefrom and to discuss
the affairs,  finances,  loans and accounts of, and to be advised as to the same
by the


                                       24

                                     - 111 -
<PAGE>


officers  of, the  Borrower at all such times,  in such detail and through  such
agents and representatives as the Lenders may reasonably desire.


             4.11 Guaranties.  Neither the  Borrower nor any  Subsidiary  shall
guaranty  or become  responsible  for the  indebtedness  of any other  person or
entity; provided,  however, that a Subsidiary may guaranty the obligation of the
Borrower;  provided further, that the Borrower may guaranty the obligations of a
Subsidiary so long as no Event of Default (or no event or occurrence  which with
the passage of time or notice,  or both,  would  become an Event of Default) has
occurred  or will  occur  hereunder,  taking  into  account  such  guaranty  and
indebtedness.

             4.12 Collateral.  Neither the  Borrower nor any  Subsidiary  shall
incur or permit to exist any mortgage,  pledge, lien, security interest or other
encumbrance on the  Collateral,  except as permitted in the Security  Agreement.
Subject to Section 4.4(b),  the foregoing shall not be construed to prohibit the
Borrower or any  Subsidiary  from  acquiring  leased  equipment  in the ordinary
course of  business.  Without  limiting the  generality  of the  foregoing,  the
Borrower  covenants and agrees that it shall on request  enforce for the benefit
of the Lenders, but at the sole expense of the Borrower,  any and all rights and
remedies (including,  without limitation, rights to indemnity), that it may have
with  respect  to the  existence  of any  liens,  security  interests  or  other
encumbrances  that may  exist on the  property  of the  Borrower  acquired  from
Broadcast Partners under the Purchase Agreement.  Notwithstanding  anything else
to the contrary herein or in the Operative  Documents,  Broadcast Partners shall
have no right to share in the proceeds of any such  recovery  which  constitutes
the  proceeds  of  any  indemnity  claim  by the  Borrower  under  the  Purchase
Agreement.

             4.13 Name;  Location.  The Borrower  shall give the Lenders  ninety
(90) days notice  prior to changing its name,  identity or corporate  structure,
moving its principal place of business, chief executive office or place where it
keeps its records concerning the Collateral.

             4.14 Notice of Change in Ownership or  Management.  During the term
of this Agreement,  the Borrower shall give the Lenders notice of the occurrence
of any of the following described events, which notice shall be given as soon as
the Borrower obtains notice or knowledge thereof:

             (a) any  change, directly or indirectly, in the existing
     controlling interest in the Borrower; or

             (b) any  material   adverse   change  in  its  management
     personnel. A material adverse change in the Borrower's management personnel
     shall  be  deemed  to have  occurred  if any one (1) of the  following  has
     occurred  with  respect  to two of the  four (4)  individuals  who are both
     officers  and members of the Board of Directors  of the  Borrower:  (i) the
     resignation,   retirement,  or  voluntary  or  involuntary  termination  of
     employment  and/or  status of such persons as officers and directors of the
     Borrower;  (ii) any announcement,  notice of intent,  resolution or similar
     advance  notice with  respect to the matters  referenced  in the  foregoing
     clause;  or (iii)  the  death,  disability  or legal  incompetence  of such
     persons.
                                       25

                                     - 112 -
<PAGE>
             4.15 Interest  Coverage.  The  ratio  of  Operating  Cash  Flow to
interest expense (as determined in accordance with generally accepted accounting
principles but excluding  amortization  of deferred  offering costs and any fees
related to the  Trigger  Event in Section 2.5 of this  Agreement)  at the end of
each  quarter  during  the term of this  Agreement,  as  shown on the  Quarterly
Compliance Report, shall not be less than 2.25 to 1.0.


             4.16 Subordinated  Debt.  Neither the Borrower nor any  Subsidiary
shall incur any  subordinated  debt or issue any preferred stock or warrants for
preferred  stock except upon the prior written  consent of the Lenders.  Neither
the Borrower nor any Subsidiary shall make any voluntary or optional  prepayment
on any  subordinated  debt  without the prior  written  consent of the  Lenders.
Similarly,  the Borrower  shall not amend its articles of  incorporation  or any
other  documents or agreements  relating to the issuance of  subordinated  debt,
preferred  stock or warrants  for  preferred  stock  without  the prior  written
consent of the Lenders.  The indebtedness to Broadcast  Partners under the Notes
shall not be considered subordinated debt.

             4.17 Subsidiaries. The Borrower shall give prompt written notice to
the Lenders of the Borrower's intent to acquire,  or the Borrower's  acquisition
of, any Subsidiary. Prior to the creation or acquisition of such Subsidiary, the
Borrower  (i)  shall  cause a first  security  interest  in the  assets  of such
Subsidiary to be perfected in favor of FNBO, as agent for the Lenders,  and (ii)
shall cause the  Subsidiary to enter into a security  agreement,  to execute and
file such financing  statements and to provide opinions all in form satisfactory
to the Lenders as to compliance with this section.

             4.18 Amendments  to  Purchase  Agreement.  The  Borrower  shall
not amend the  Purchase  Agreement  without  the prior  written  consent  of the
Lenders.

             4.19 Capital  Expenditures.  The  Borrower  shall not incur in any
fiscal year,  commencing with the fiscal year beginning January 1, 1997, capital
expenditures,  determined  in  accordance  with  generally  accepted  accounting
principles,   of  more  than  $1,000,000;   provided,   however,   that  capital
expenditures  for (a) equipment to be used by Subscribers  of the Borrower,  and
(b)  telecommunication  equipment,  computer equipment,  software,  and software
consulting shall not be counted for purposes of this annual limitation.

             4.20 Acquisitions.  The Borrower shall not acquire any stock or any
equity  interest in, or warrants  therefor or  securities  convertible  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 the
date of this Agreement such  acquisitions in an amount not to exceed Six Million
Dollars  ($6,000,000)  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  electronically  communicating  time-
    sensitive  information  to subscribers;

                                       26

                                     - 113 -
<PAGE>

              (b) have their principal place of business in the United  States;
    and

              (c) except for Market Communications Group, L.L.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.

                             V. CONDITIONS PRECEDENT

             5.1  Closing  Conditions.  Any and  all  obligations  of the
Lenders  hereunder  are  subject to  satisfaction  of the  following  conditions
precedent:

             (a) FNB-O,  as agent,  shall have  received  an opinion of counsel
     to the  Borrower  covering  such matters as the Lenders may request
     (including,  without  limitation,  corporate  existence and good  standing,
     corporate  authority,  due  authorization,  execution  and  delivery of the
     Operative  Documents,  the legal, valid,  binding and enforceable nature of
     the  Operative  Documents,  the  perfection  and  priority of the  security
     interest  in the  Collateral  granted to the  Lenders,  and the  Borrower's
     compliance  with  applicable  state and federal laws in connection with the
     equity  offering  made in  connection  with the Purchase  Agreement),  such
     opinion to be satisfactory in form and substance to counsel to FNB-O;

             (b) FNB-O, as agent, shall have received such certificates and
     documents  as  the  Lenders  may  reasonably  request  from  the  Borrower,
     including articles of incorporation and bylaws, certificates regarding good
     standing,  incumbency, copies of other corporate documents, and appropriate
     authorizing resolutions; and

             (c) the   Operative   Documents   shall  have  been  duly auth-
     orized and  executed  and shall be in full force and  effect,  and such UCC
     financing  statements shall have been executed and filed in such offices as
     may be appropriate to perfect the security  interest of FNB-O, as agent for
     the Lenders, in the Collateral.

                            VI. DEFAULTS AND REMEDIES

             6.1  Events of  Default.  Any of the  following shall be deemed
an event of  default  under  this Agreement (an "Event of Default"):

             (a) Any  payment  of  principal  required  by  any of the
    Operative Documents shall not be paid when due.

             (b) Any payment of interest or other fees due hereunder or under
     any of the  Operative  Documents  shall  not be paid  within  fifteen  (15)
     calendar days after the date on which such payment was invoiced or due.

                                       27

                                     - 114 -
<PAGE>

             (c) Any  representation  or warranty of the Borrower under
     any of the Operative  Documents,  or any financial reports or statements or
     certificates submitted pursuant to this Agreement, shall prove to have been
     false in any material respect when made.


             (d) A failure of the Borrower or any  Subsidiary to comply
     with any requirement or restriction applicable to such entity and contained
     in Sections 4.1, 4.2, 4.3, 4.4, 4.7, 4.11,  4.12,  4.13,  4.14, 4.15, 4.16,
     4.19, or 4.20 of this Agreement.

             (e) A failure of the Borrower or any  Subsidiary to comply
     with any  requirement  or  restriction  contained  in any  provision of the
     Operative  Documents  not  otherwise  specified  in this  Article VI, which
     failure  remains  unremedied for ten (10) days following  receipt of notice
     from FNB-O on behalf of the Lenders.

             (f) The  occurrence of a default or a breach of any of the
     obligations  of the Borrower or any Subsidiary  (other than  obligations of
     such Subsidiary to the Borrower) under any note, loan agreement,  preferred
     stock,  subordinated  debt instrument or agreement,  or any other agreement
     evidencing an obligation to repay borrowed money.

             (g) The entry of a final judgment  against the Borrower or
     any Subsidiary for the payment of money, which is not covered by insurance,
     and the  expiration  of thirty (30) days from the date of such entry during
     which the judgment is not discharged in full or stayed.

             (h) The occurrence of any one or more of the following:

                              (1) The  Borrower or any  Subsidiary  shall file a
                      voluntary  petition in  bankruptcy  or an order for relief
                      shall be entered in a bankruptcy case as to such entity or
                      shall file any petition or answer  seeking or  acquiescing
                      in   any   reorganization,    arrangement,    composition,
                      readjustment,  liquidation,  dissolution or similar relief
                      for itself under any present or future  federal,  state or
                      other statute,  law or regulation  relating to bankruptcy,
                      insolvency  or other relief for debtors;  or shall seek or
                      consent to or acquiesce in the appointment of any trustee,
                      receiver  or  liquidator  of such  entity or of all or any
                      part of its property,  or of any or all of the  royalties,
                      revenues,  rents, issues or profits thereof, or shall make
                      any general  assignment  for the benefit of creditors,  or
                      shall admit in writing its  inability  to pay its debts or
                      shall generally not pay its debts as they become due; or


                              (2) A court of competent  jurisdiction shall enter
                      an order,  judgment or decree  approving a petition  filed
                      against  the  Borrower  or  any  Subsidiary   seeking  any
                      reorganization,  dissolution  or similar  relief under any
                      present or future federal,  state or other statute, law or
                      regulation  relating to  bankruptcy,  insolvency  or other
                      relief for  debtors,  and such  order,  judgment or decree
                      shall  remain  unvacated  and unstayed for an aggregate of
                      thirty  (30) days  (whether or not  consecutive)  from the
                      first date of entry thereof;  or any trustee,  receiver or
                      liquidator of the Borrower or any  Subsidiary or of all or

                                       28

                                     - 115 -
<PAGE>

                      any  part  of  its  property,  or of  any  or  all  of the
                      royalties,  revenues,  rents,  issues or profits  thereof,
                      shall be appointed  without the consent or acquiescence of
                      such entity and such  appointments  shall remain unvacated
                      and unstayed for an aggregate of thirty (30) days (whether
                      or not consecutive); or


                              (3) A  writ  of  execution  or  attachment  or any
                      similar  process shall be issued or levied  against all or
                      any part of or interest in the Collateral, or any judgment
                      involving  monetary  damages shall be entered  against the
                      Borrower or any  Subsidiary  which shall  become a lien on
                      the Collateral or any portion thereof or interest  therein
                      and such  execution,  attachment  or  similar  process  or
                      judgment is not released,  bonded,  satisfied,  vacated or
                      stayed within thirty (30) days after its entry or levy.

             (i) Any event of default shall occur under any Operative Document.

             (j) A change shall occur after November 8, 1993,  directly or
     indirectly, in the ownership or control of the Borrower; provided, however,
     that changes in the  ownership or control of, or new  issuances  of, voting
     common stock which do not exceed, cumulatively, 50% of the total issued and
     outstanding  shares of the Borrower as of  September  30, 1993 shall not be
     deemed an Event of Default  under this Section  6.1(j);  provided  further,
     that acquisitions of additional shares by members of the existing executive
     management  group of the  Borrower  shall not be  counted as changes in the
     ownership  or  control  of the  Borrower  under this  Section  6.1(j).  For
     purposes  of  computing  the  total  issued  and  outstanding  shares as of
     September 30, 1993, warrants and options for such shares shall be included.

             (k) An Event of Default  shall  occur  under any  Existing
     Term  Note  or  the  Related  Loan  Agreement  and  the  expiration  of any
     applicable cure period thereunder.

             (l) The  Borrower  shall be obligated to prepay all or any
     portion of its subordinated debt as a result of a Change of Control.

             (m) The Borrower pays, or is determined to be obligated to
     pay, any indemnity to Broadcast  Partners  under the Purchase  Agreement in
     excess of $1,000,000 in the aggregate.

             6.2  Remedies. If an Event of Default occurs and is continuing, up-
on the  election  of the  Lenders  holding  two-thirds  of the then  outstanding
aggregate Total Indebtedness of the Borrower to the Lenders (including under the
Revolving  Credit  Notes,  the Existing Term Notes,  the Related Bank Debt,  the
Acquisition  Notes, and any similar  indebtedness),  the entire unpaid principal
amount under the Notes,  together with interest  accrued  thereon,  shall become
immediately due and payable without  presentment,  demand,  protest or notice of
any kind, all of which are hereby expressly waived, and the Lenders may exercise
their rights


                                       29

                                     - 116 -
<PAGE>

under the other Operative  Documents,  the Notes,  the Term  Agreement,  and the
Related Loan  Agreement  (and the  operative  documents  with respect  thereto),
including,  without limitation,  under the Security  Agreement.  For purposes of
this Article VI, the term Lenders includes Boatmen's.  In addition,  the Lenders
shall have such other  remedies as are available at law and in equity.  Remedies
under this Agreement,  the Operative  Documents,  the Notes, the Term Agreement,
the Related Loan Agreements (and the operative  documents with respect  thereto)
are cumulative. Any waiver must be in writing by the Lenders and no waiver shall
constitute a waiver as to any other  occurrence  which  constitutes  an Event of
Default or as to any party not specifically included in such written waiver.



                         VII. INTER-CREDITOR AGREEMENTS


             7.1  FNB-O as Servicer. FNB-O will act as sole servicer of the
loans  evidenced  by the Notes  (other than in  connection  with  interest  rate
protection  contracts).  For  purposes of this  Article  VII,  the term  Lenders
includes  Boatmen's  and the term  Event of  Default  means any Event of Default
hereunder,  under any Note,  or under the Term  Agreement  or the  Related  Loan
Agreement. FNB-O will enforce, administer and otherwise deal with the loans made
by the Lenders in accordance with safe and prudent banking standards employed by
FNB-O in the case of the loan made by FNB-O.  Without limiting the generality of
the foregoing,  FNB-O will, on its own behalf and on behalf of the Lenders:  (i)
maintain  originals of the  Operative  Documents  (excluding  the Notes) and the
operative  documents in connection  with the Term Agreement and the Related Loan
Agreement;  (ii)  receive  requests  for Advances  from the  Borrower,  promptly
transmit the same to the  Revolving  Lenders and make such Advances on behalf of
the Revolving Lenders (provided that FNB-O is assured of reimbursement  therefor
by the  other  Revolving  Lenders  for  their pro rata  shares);  (iii)  receive
payments and  prepayments  from the Borrower and apply such payments as provided
in Section 7.2; (iv) receive  notices from the Borrower and send copies  thereof
to the Lenders if FNB-O has  reasonable  cause to believe that such Lenders have
not received such notice from another source;  and (v) advise the Lenders of the
occurrence of any Event of Default which FNB-O obtains actual  knowledge of. The
Lenders agree not to attempt to take any action  against the Borrower  under the
Operative  Documents,  the Notes, the Term Agreement or the Related Bank Debt or
with respect to the  indebtedness  evidenced  thereby  without  FNB-O's  consent
unless  holders  of  two-thirds  of  the  then   outstanding   aggregate   Total
Indebtedness of the Borrower to the Lenders  (including  under the Notes and any
similar indebtedness) shall have requested FNB-O to take specific action against
the  Borrower  and FNB-O shall have failed to do so within a  reasonable  period
after receipt of such request. All actions,  consents,  waivers and approvals by
the Lenders shall be deemed taken or given and  amendments  hereto deemed agreed
to if the holders of more than  two-thirds of the  outstanding  aggregate  Total
Indebtedness  of the Borrower to the Lenders shall have indicated  their consent
thereto.  Notwithstanding  the foregoing,  unanimous  approval of the applicable
Lenders under the  respective  Notes shall be required for: (i) any reduction or
compromise  of the  principal  loan amount of such Notes,  the amount or rate of
interest  accrued  or  accruing  thereon  or the  fees due  hereunder;  and (ii)
extension of the date of any scheduled payment; and unanimous consent of all the
Lenders shall be required for (iii) permitting the sale of or releasing the

                                       30

                                     - 117 -
<PAGE>

security  interest of the Lenders in Collateral  which  comprises  more than ten
percent  (10%) of net book value of fixed assets of the  Borrower;  and (iv) any
amendment  of  Sections  7.1 or 7.2  hereof.  A  Revolving  Lender's  commitment
hereunder may not be increased  without the consent of such Revolving Lender, it
being understood, however, that increases in the total revolving credit facility
hereunder may be made with the consent of the holders of more than two-thirds of
the outstanding  aggregate total  outstanding  obligation of the Borrower to the
Revolving  Lenders,  so long as such increase does not result in the increase of
any non-consenting Revolving Lender's commitment hereunder.


             7.2  Application of Payments. Until the earlier of the occurrence
of an Event of Default or any  Lender's  giving of notice to the others  that it
deems  itself  insecure,  payments or  prepayments  made by the  Borrower may be
applied to the indebtedness  designated by the Borrower or otherwise  applied as
follows:

             (a) first,  to pay  interest to date on the  Revolving
     Credit Notes and fees due to the Lenders;

             (b) second, to make payments due but unpaid under any
     of the other Notes; and

             (c) third, pro rata to the Lenders, such pro rata share to
     be determined as set forth below in subsection (bb) of this Section 7.2.

After the  occurrence  of an Event of Default or any  Lender's  giving of notice
that it deems itself insecure,  payments or prepayments on the Notes received by
FNB-O or any of the Lenders and funds  realized upon the  disposition  of any of
the Collateral shall be applied as follows:

             (aa) first,  to reimburse  FNB-O for any costs,  expenses,
     and disbursements (including attorneys' fees) which may be incurred or made
     by FNB-0:  (i) in connection  with its servicing  obligations;  (ii) in the
     process of collecting  such payments or funds; or (iii) as advances made by
     FNB-O to protect the Collateral  (provided,  however, that FNB-O shall have
     no obligation to make such protective advances); and

             (bb) second, pari passu among the Lenders,  based on their
     respective  pro rata shares of the funds to be applied.  Each  Lender's pro
     rata share shall be equal to a fraction,  (x) the  numerator of which shall
     be the total principal loan amount then outstanding  which is owing to each
     such Lender under its Notes,  and (y) the denominator of which shall be the
     total principal loan amount then outstanding  which is owing to the Lenders
     under all  Notes.  As to any Note which  represents  an  obligation  of the
     Borrower to one or more Lenders under an interest rate protection contract,
     "principal  loan amount  then  outstanding"  shall mean,  as of the date of
     determination  by FNB-O of the Lenders'  respective  pro rata  shares,  the
     amount, if any, of the unpaid Interest Rate Protection Contract Amounts.
                                       31

                                     - 118 -
<PAGE>

Except as  specifically  provided  in this  Section  7.2,  FNB-O  shall  have no
obligation  to repay or prepay any amount  due from the  Borrower  to any of the
other  Lenders nor shall FNB-O have any  obligation to purchase all or a part of
any Note  hereunder or any Advance  made by any  Lenders,  nor shall the Lenders
have any recourse  whatsoever  against  FNB-O with respect to any failure of the
Borrower to repay the indebtedness referenced herein.


             7.3  Liability  of FNB-O.  FNB-O shall not be liable to the Lenders
for any error of judgment  or for any action  taken or omitted to be taken by it
hereunder,  except for gross negligence or willful misconduct.  Without limiting
the  generality of the foregoing,  FNB-O,  except as expressly set forth herein,
(a) may consult with legal counsel,  independent  public  accountants  and other
experts  selected by it and shall not be liable for any action  taken or omitted
to be taken in good faith by it in  accordance  with the advice of such counsel,
accountants or experts; (b) makes no representation or warranty with respect to,
and  shall  not be  responsible  for,  the  accuracy,  completeness,  execution,
legality, validity, legal effect or enforceability of this 1997 Revolving Credit
Agreement,  the  Notes,  or the  other  Operative  Documents  or  the  operative
documents  under the Term  Agreement or the Related  Bank Debt,  or the value or
sufficiency  of any  Collateral  given by the  Borrower  or the  priority of the
Lenders' security  interest therein or the financial  condition of the Borrower;
and (c) shall not be responsible for the performance or observance of any of the
terms,  covenants or conditions of the  Operative  Documents,  the Existing Term
Notes, or the operative documents under any Related Bank Debt on the part of the
Borrower and shall not have any duty to inspect the property (including, without
limitation, the books and records) of the Borrower.

             7.4  Transfers.  No Lender  shall  subdivide,  transfer  or grant a
participation  in its respective Notes or in any Advance  hereunder  without the
prior written consent of FNB-O which consent shall not be unreasonably withheld.
For  purposes of this  Section  7.4,  "Notes"  shall not include  interest  rate
protection contracts.

             7.5  Reliance.  The Lenders acknowledge that they have been advised
that none of the Notes nor any interest  therein or related thereto has been (i)
registered under the Securities Act of 1933, as amended, nor (ii) insured by the
Federal Deposit Insurance  Corporation.  The Lenders  acknowledge that they have
received from the Borrower all financial  information and other data relevant to
their decision to extend credit to the Borrower and that they have independently
approved the credit quality of the Borrower.

             7.6  Relationship   of  Lenders.   The  Lenders   intend  for  the
relationships  created by this  Agreement to be construed as  concurrent  direct
loans from each Lender  respectively  to the Borrower.  Nothing  herein shall be
construed  as a loan from any Lender to FNB-O or as  creating a  partnership  or
joint venture relationship among them.

             7.7  New  Lenders.  In the event that new Lenders are added to this
Agreement, the Term Agreement or the Related Loan Agreement,  such Lenders shall
be required to agree to the inter-creditor provisions of this Article VII.

                                       32

                                    - 119 -
<PAGE>
                               VIII. MISCELLANEOUS


             8.1  Entire  Agreement.   This  Agreement  constitutes  the  entire
agreement  between the parties  hereto with respect to the subject matter hereof
and may not be  effectively  amended,  changed,  modified or altered,  except in
writing executed by all parties.

             8.2  Governing  Law. The Operative  Documents shall be governed
by and construed  pursuant to the laws of the State of Nebraska.

             8.3  Notices. Until changed by written notice from one party hereto
to the other,  all  communications  under the  Operative  Documents  shall be in
writing and shall be hand delivered or mailed by registered  mail to the parties
as follows:

                      If to the Borrower:

                              DATA TRANSMISSION NETWORK CORPORATION
                              Suite 200
                              9110 West Dodge Road
                              Omaha, Nebraska 68114
                              Attention:  Chief Financial Officer

                      If to the Lenders:

                              FIRST NATIONAL BANK OF OMAHA
                              One First National Center
                              Omaha, Nebraska  68102
                              Attention:  Mr. James P. Bonham

Notices  shall be deemed  given when  mailed,  except that any notice by the
Borrower  under  Sections 2.4 and 2.5 shall not be deemed given until received
by FNB-O.

             8.4  Headings. The captions and headings herein are for convenience
only and in no way  define,  limit  or  describe  the  scope  or  intent  of any
provisions or sections of this Agreement.

             8.5  Counterparts.  This Agreement may be executed in several
counterparts and such  counterparts together shall constitute one and the same
instrument.

             8.6  Survival; Successors and Assigns.  The covenants,  agreements,
representations  and warranties made herein,  and in the certificates  delivered
pursuant hereto, shall survive the execution and delivery to the Lenders of this
Agreement and shall continue in full force and effect so long as any Note or any
obligation to the Lenders under any of the  Operative  Documents is  outstanding
and unpaid. Whenever in this Agreement any of the parties hereto is referred to,
such  reference  shall be deemed to include the  successors  and assigns of such
party,  and all  covenants,  promises  and  agreements  by or on  behalf  of the


                                       33

                                    - 120 -
<PAGE>

Borrower  which are contained in this  Agreement  shall bind the  successors and
assigns of the  Borrower  and shall inure to the benefit of the  successors  and
assigns of the Lenders.


             8.7  Severability.  If any  provision  of this  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 Agreement.

             8.8  Assignment.  The  Borrower  may not  assign  its  rights
or  obligations  hereunder  and any assignment in contravention of the terms
hereof shall be void.

             8.9  Amendments.  Any amendment,  modification  or supplement
to this Agreement must be in writing and must be signed by the requisite parties
hereto.

             8.10 Consent to Form of Security Agreement,  Term Agreement.
The parties hereto expressly approve the form of the Term Agreement and the
Security Agreement, both amended and restated as of the date hereof.

             IN WITNESS  WHEREOF,  the  Borrower,  Boatmen's  and the  Revolving
Lenders have caused this 1997 Revolving Credit Agreement to be executed by their
duly authorized corporate officers as of the day and year first above written.


                                       34

                                    - 121 -
<PAGE>


                                  DATA TRANSMISSION NETWORK
                                  CORPORATION


                                  By
                                    --------------------------------------------
                                    Title:

                                       35

                                    - 122 -
<PAGE>


                                  FIRST NATIONAL BANK OF OMAHA



                                  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:


                                  --------
                                  Borrower

                                       36

                                    - 123 -
<PAGE>

                                  THE SUMITOMO BANK, LIMITED


                                  By
                                    --------------------------------------------
                                    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:


                                  ---------
                                  Borrower




                                       37

                                    - 124 -
<PAGE>






                                  FIRST NATIONAL BANK, WAHOO,
                                  NEBRASKA



                                  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:


                                  --------
                                  Borrower


                                       38

                                    - 125 -
<PAGE>







                                  NBD BANK


                                  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:


                                  --------
                                  Borrower


                                       39

                                    - 126 -
<PAGE>







                                  NORWEST BANK NEBRASKA, N.A.




                                  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:


                                  --------
                                  Borrower


                                       40

                                    - 127 -
<PAGE>







                                  LASALLE NATIONAL BANK, a national
                                  banking association




                                  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:


                                  --------
                                  Borrower


                                       41



                                     - 128 -
<PAGE>








                                  MERCANTILE BANK OF
                                  ST. LOUIS, N.A.


                                  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:


                                  ---------
                                  Borrower



                                       42

                                     - 129 -
<PAGE>







                                  FIRST BANK, NATIONAL
                                  ASSOCIATION


                                  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:


                                  --------
                                  Borrower



                                       43

                                     - 130 -
<PAGE>






                                  THE BOATMEN'S NATIONAL BANK
                                  OF ST. LOUIS



                                  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:


                                  --------
                                  Borrower




                                       44

                                    - 131 -
<PAGE>






                                  BANK OF MONTREAL, a Canadian bank




                                  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:


                                  --------
                                  Borrower


                                       45

                                    - 132 -
<PAGE>







                                    EXHIBIT A



                       TO 1997 REVOLVING CREDIT AGREEMENT
                                      among
                           DATA TRANSMISSION NETWORK,
                          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
                    THE BOATMEN'S NATIONAL BANK OF ST. LOUIS,
                                       AND
                              LASALLE NATIONAL BANK




                                  FORM OF NOTES


                                       46

                                    - 133 -
<PAGE>







                        SECURED BUSINESS PROMISSORY NOTE


Omaha, Nebraska                                   $
                                                   -----------------------------

                      , 19                                      June 30, 1998
----------------------    ----                                ------------------
(Note Date)                                                    (Maturity Date)


                              REVOLVING NOTE TERMS

         On or before  June 30,  1998,  DATA  TRANSMISSION  NETWORK  CORPORATION
("Maker")  promises to pay to the order of  [REVOLVING  LENDER]  ("Lender")  the
principal sum hereof, which shall be the lesser of
Dollars, or so much thereof as may have been advanced by Lender, either directly
under this Note or as an advance pursuant to the 1997 Revolving Credit Agreement
dated as of February  26, 1997,  as amended from time to time (the  "Agreement")
among Maker and Lender,  First  National  Bank of Omaha,  First  National  Bank,
Wahoo, Nebraska,  NBD Bank, Norwest Bank Nebraska,  N.A., LaSalle National Bank,
The  Sumitomo  Bank,  Limited,  Mercantile  Bank  of St.  Louis,  N.A.,  Bank of
Montreal,  First Bank,  National  Association,  and Boatmen's Bank of St. Louis,
N.A.  (collectively,  the "Lenders").  All capitalized  terms not defined herein
shall have their respective meanings as set forth in the Agreement.

         Interest  shall accrue on the  principal  sum hereof from and including
the  Note  Date  above  to the  earlier  of the  Maturity  Date  or the  date of
Conversion (as such term is defined  hereafter) at a variable rate,  which shall
fluctuate on a monthly  basis,  equal to the rate announced from time to time by
FNB-O as its "National Base Rate" minus a margin as determined below. The margin
shall be  adjusted  quarterly  after  receipt  of Maker's  Quarterly  Compliance
Certificate  (as  defined  in the  Agreement),  commencing  with  the  Quarterly
Compliance  Certificate  for the quarter  ended  December 31, 1996.  Adjustments
shall be retroactive to the beginning of the current quarter.

                  (a) If the Quarterly Compliance  Certificate shows that, as of
         the end of the prior  quarter,  the Leverage Ratio was greater than 42,
         the margin for the current  quarter  (meaning  the quarter in which the
         certificate is required to be delivered) shall be .25%.

                  (b) If the Quarterly Compliance  Certificate shows that, as of
         the end of the prior  quarter,  the Leverage  Ratio was greater than 36
         but equal to or less than 42, the margin for the current  quarter shall
         be .50%.

                  (c) If the Quarterly Compliance  Certificate shows that, as of
         the end of the prior  quarter,  the Leverage  Ratio was greater than 30
         but equal to or less than 36, the margin for the current  quarter shall
         be .75%.
                                       47

                                    - 134 -
<PAGE>

                  (d) If the Quarterly Compliance  Certificate shows that, as of
         the end of the prior  quarter,  the Leverage  Ratio was greater than 24
         but equal to or less than 30, the margin for the current  quarter shall
         be 1.00%.

                  (e) If the Quarterly Compliance  Certificate shows that, as of
         the end of the prior  quarter,  the Leverage  Ratio was greater than 18
         but equal to or less than 24, the margin for the current  quarter shall
         be 1.25%.

                  (f) If the Quarterly Compliance  Certificate shows that, as of
         the end of the prior  quarter,  the Leverage Ratio was equal to or less
         than 18, the margin for the current quarter shall be 1.375%.

The Base Rate minus the  applicable  margin as determined  above is  hereinafter
referred to as the  "Revolving  Credit Rate."  Changes in the Base Rate shall be
effective on the first day of each month, based on the Base Rate in effect as of
such day.  Interest  shall be due upon the  rendering  of each  monthly  invoice
therefor by FNB-O.


                                 TERM NOTE TERMS

         Upon the earlier of: (i) June 30, 1998;  or (ii) Maker's  giving notice
of its election to convert the revolving  credit loan evidenced by this Note, or
any portion  thereof,  to a term loan, the revolving loan  referenced  above (or
applicable  portion  thereof)  shall be  deemed  converted  to a term  loan (the
"Conversion").  Any such term loan shall be evidenced  by notes (the  "Converted
Notes") separate from the initial  Revolving Credit Notes.  Upon the issuance of
Converted Notes, the Revolving Credit Facility shall be reduced by the principal
amount of such Converted  Notes (and shall be increased to the extent  permitted
in Section 2.1(b) of the Agreement) and no further Advances shall be made by the
Revolving  Lenders  on the  converted  amount.  The then  outstanding  principal
hereunder  shall become due and payable in  forty-eight  equal  installments  of
principal,  with the  first  such  installment  due on the last day of the month
following  Conversion,  or,  if such  day is not a  Business  Day,  on the  next
succeeding  Business Day,  subsequent  installments  due on the last day of each
consecutive  month  thereafter.  In any  event,  the total  amount of all unpaid
principal and accrued interest  hereunder shall be due and payable no later than
June 30, 2002.

         After  Conversion,  interest shall accrue on the principal  outstanding
from time to time at a variable rate,  which shall fluctuate on a monthly basis,
which is equal to the Revolving Credit Rate plus .25%. For purposes of computing
such variable rate, changes in the Base Rate shall be effective on the first day
of each  month  based on the Base Rate in  effect  on such day.  Notwithstanding
anything in the foregoing to the contrary, after Conversion,  Maker may elect to
have a fixed  interest  rate  apply to the  outstanding  Principal  Loan  Amount
converted  and  outstanding  after the date of giving  notice of such fixed rate
election  (the  "Fixed  Rate  Notice").  Such  fixed  rate shall be equal to the
greater of:


                                       48

                                    - 135 -
<PAGE>

                  (a)  the Revolving Credit Rate in effect on the date of the
                  notice, plus .50%, or


                  (b) the  average of the yields on constant  maturity  Treasury
                  Bonds with maturities of three years and five years, as quoted
                  in  the   immediately   preceding   monthly   Federal  Reserve
                  Statistical   Release  (the   "Release")  plus  the  following
                  incremental  percentage  determined  based  upon the  Leverage
                  Ratio as of the last day of the  preceding  month:  (x) if the
                  Leverage Ratio is greater than 36, the incremental  percentage
                  shall be 2.25%;  (y) if the Leverage  Ratio is greater than 24
                  but not in excess of 36, the incremental  percentage  shall be
                  2.00%;  and  (z) if the  Leverage  Ratio  is 24 or  less,  the
                  incremental percentage should be 1.75%;

     Any election of a fixed rate by Maker shall be final and  irrevocable.
Interest  shall be due  each  month  concurrently  with  the  Maker's  principal
payment.  Notwithstanding  anything to the contrary  elsewhere herein,  after an
Event of Default has occurred  interest  shall accrue on the entire  outstanding
balance of  principal  and interest at a  fluctuating  rate equal to the Default
Rate.  Interest  shall be  calculated  on the basis of the actual number of days
outstanding  and a 360-day year.  Interest  shall continue to accrue on the full
unpaid balance hereunder notwithstanding any permitted or unpermitted failure of
Maker to make a scheduled payment or the fact that a scheduled payment day falls
on a day other than a Business Day. If Maker's most recent Quarterly  Compliance
Certificate shows that, as of the end of the prior quarter,  Total  Indebtedness
was in excess of  thirty-six  (36) times the  Operating  Cash Flow at the end of
such quarter,  the current  quarter shall be deemed a "Restricted  Quarter." If,
any time during a Restricted Quarter (including,  without limitation, during any
period  in  such  quarter  prior  to  delivery  of  the   Quarterly   Compliance
Certificate),  the interest  rate accruing on any Existing Term Note (as defined
in the  Agreement)  or Converted  Note is less than 7.50% per annum,  a "Trigger
Event" shall be deemed to have occurred. Upon the occurrence of a Trigger Event,
Maker shall be obligated to pay the following fees: (i) .375% of the outstanding
principal  balance as of the date  preceding  the Trigger Event of each Existing
Term Note or  Converted  Note  which  accrues  interest  at less than  seven and
one-half  percent (7.50%) per annum which amount shall be payable  promptly upon
invoicing by FNB-O;  (ii) the same amount as computed in clause (i),  payable on
the six-month  anniversary  of the Trigger  Event;  and (iii) the same amount as
computed in clause (i), payable on the  twelve-month  anniversary of the Trigger
Event.

         Maker  may at any time  prepay in whole or in part the  Principal  Loan
Amount  outstanding  under this Revolving Credit Note or a Converted Note if the
Maker has given the  Revolving  Lenders  at least two (2)  business  days  prior
written notice of its intention to make such prepayment. Any such prepayment may
be made  without  penalty  except for a Converted  Note as to which  interest is
accrued at a fixed rate in  accordance  with  clause (a) or (b) above,  in which
event a  prepayment  penalty  shall be due to the Lender,  at  Lender's  option,
either: (1) the Make-Whole Premium due in respect of such prepayment; or (2) the
applicable  prepayment fee as set forth below. The applicable prepayment fee for
any Converted Note shall be: (i) if the notice electing fixed interest was given

                                       49

                                    - 136 -
<PAGE>

within twelve (12) months of Conversion, the fee shall be 1.50% of the amount of
such  prepayment;  (ii) if the notice  electing  fixed  interest was given after
twelve  (12)  months  of  Conversion,  but  within  twenty-four  (24)  months of
Conversion, the fee shall be .75% of the amount of such prepayment; and (iii) if
the notice  electing  fixed interest was given after twenty- four (24) months of
Conversion,  but within  thirty-six (36) months of Conversion,  the fee shall be
 .30% of the amount of such prepayment.


                                  GENERAL TERMS

         Payment of this Note and the performance of Maker's  obligations  under
the  Agreement  ("Obligations")  are secured by a security  interest  granted to
First  National  Bank of Omaha,  as agent for the Lenders and others  ("Agent"),
under the Security Agreement in:

         All of Maker's accounts, accounts receivable, chattel paper, documents,
         instruments, goods, inventory, equipment, general intangibles, contract
         rights,  all rights of Maker in deposits and advance  payments  made to
         Maker 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 Farm Dayta Service to Maker's Subscribers) and
         all  documentation,  source code,  information  and works of authorship
         pertaining  thereto,  all  now  owned  or  hereafter  acquired  and all
         proceeds and products thereof; and such additional collateral as is
         more specifically described in the Security agreement.

         Maker's liability under its Obligations shall not be affected by any of
the following:

                  Acceptance  or retention by Lender or Agent of other  property
         or interests as security for the  Obligations,  or for the liability of
         any person other than a Maker with respect to the Obligations;

                  The release of all or any of the Collateral or other
         security for any of the  Obligations to any Maker;

                  Any release, extension,  renewal, modification or compromise
         of any of the Obligations or the liability of any obligor thereon; or

                  Failure by Lender or Agent to resort to other  security or any
         person  liable  for  any of the  Obligations  before  resorting  to the
         Collateral.
                                       50

                                    - 137 -
<PAGE>

         Neither  Lender nor Agent is required to take any action  whatsoever in
respect of the Collateral. Impairment or destruction of the Collateral shall not
release Maker of its liability hereunder.


         Maker represents, warrants and covenants as follows:

                  Maker is authorized to grant to Agent a security interest in
         the Collateral;

                  This Note, the Agreement and the Security  Agreement have been
         duly  authorized,  executed and  delivered by the Maker and  constitute
         legal, valid and binding obligations of Maker;

                  This Note evidences a loan for business or agricultural pur-
         poses; and

                  Maker agrees to pay all costs of collection in connection with
         this  Note,  the  Agreement  and  the  Security  Agreement,   including
         reasonable attorneys' fees and legal expenses.

         Upon the failure of Maker to make any payment of  principal or interest
when  due  hereunder  or the  occurrence  of any  Event of  Default,  all of the
Obligations  shall, at the option of Agent and without notice or demand,  mature
and become  immediately  due and  payable;  and Agent  shall have all rights and
remedies  for  default  provided  by the  Uniform  Commercial  Code,  any  other
applicable law and/or the Obligations.

         All costs and  expenses  incurred by Lender or Agent in  enforcing  its
rights under this Note or any mortgage,  endorsement, surety agreement, guaranty
relating  thereto  are the  obligation  of  Maker  and are  immediately  due and
payable.  Interest  shall  accrue on such  costs and  expenses  from the date of
incurrence at the rate  specified  herein for  delinquent  Note  payments.  Each
Maker,  endorser,  surety and  guarantor  hereby  waives  presentment,  protest,
demand, notice of dishonor, and the defense of any statute of limitations.

         Without  affecting  the  liability  of any Maker,  endorser,  surety or
guarantor, the holder or Agent may, without notice, renew or extend the time for
payment,  accept  partial  payments,  release or impair any  Collateral or other
security for the payment of this Note or agree to sue any party liable on it.

         Neither  Lender  nor Agent  shall be deemed to have  waived  any of its
rights  upon or under  this Note,  or under any  mortgage,  endorsement,  surety
agreement or guaranty, unless such waivers be in writing and signed by Lender or
Agent,  as the case may be. No delay or  omission on the part of Lender or Agent
in  exercising  any right  shall  operate as a waiver of such right or any other
right. A waiver on any one occasion shall not be construed as a bar to or waiver
of any right on any future occasion.  All rights and remedies of Lender or Agent
on  liabilities  or the  Collateral,  whether  evidenced  hereby or by any other
instrument  or papers,  shall be cumulative  and may be exercised  singularly or
concurrently.

                                       51

                                    - 138 -
<PAGE>

         Maker,  if more  than  one,  shall  be  jointly  and  severally  liable
hereunder and all  provisions  hereof  regarding the  liabilities or security of
Maker shall apply to any  liability or any security of any or all of them.  This
Note shall be  binding  upon the heirs,  executors,  administrators,  assigns or
successors of Maker;  shall constitute a continuing  agreement,  applying to all
future  as  well  as  existing  transactions,  whether  or not of the  character
contemplated  at the date of this Note, and if all  transactions  between Lender
and Maker shall be at any time closed,  shall be equally  applicable  to any new
transactions thereafter, provided that Lender's interest in the Collateral shall
be limited to the extent  provided  in the  Security  Agreement;  shall  benefit
Lender,   its   successors   and  assigns;   and  shall  so  continue  in  force
notwithstanding any change in any partnership party hereto,  whether such change
occurs through death, retirement or otherwise.


         All  obligations  of Maker  hereunder  shall be payable in  immediately
available funds in lawful money of the United States of America at the principal
office of First  National  Bank of Omaha in  Omaha,  Nebraska  or at such  other
address as may be designated by Bank in writing.

         This  Note  shall be  construed  according  to the laws of the State of
Nebraska.
         Unless the content otherwise requires,  all terms used herein which are
defined in the Uniform Commercial Code shall have the meanings therein stated.

         Any provision of this Note which is prohibited or  unenforceable in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.

         This Note is given in  substitution  of that certain  Secured  Business
Promissory  Note dated              ,        the  original  principal  amount of
$            .  This Note shall not affect,  and there remains  outstanding from
the Maker to the  Lender the  Related  Bank Debt (as such term is defined in the
Agreement) and those certain Secured Business Promissory Notes 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.

         Executed as of this      day of              ,     .


                                            DATA TRANSMISSION NETWORK
                                               CORPORATION


                                             By:
                                                --------------------------------
                                                Title:

                                     52

                                    - 139 -
<PAGE>

                            PROMISSORY NOTE SCHEDULE

                     Loan Advances and Payments of Principal

                      DATA TRANSMISSION NETWORK CORPORATION


REVOLVING NOTE ADVANCES AND PAYMENTS:

<TABLE>
<CAPTION>


<S>               <C>                   <C>                       <C>                     <C>                <C>
                                          Amount of                                        Unpaid
                     Amount             Principal Paid              Amount of             Principal          Notation
Date              of Advance             or Prepaid               Interest Paid            Balance            Made By
----              ----------            ---------------           -------------           ---------          ---------

</TABLE>

                                                         53

                                                      - 140 -
<PAGE>




TERM NOTE:


Date of Conversion:
                   --------------------------------------

Amount Due at Date of Conversion:
                                 ------------------------


    Fixed Rate Notice Date:                    Fixed Rate:           %
                           -------------------            -----------
<TABLE>
<CAPTION>

<S>               <C>                   <C>                       <C>                     <C>                <C>
                                          Amount of                                        Unpaid
                     Amount             Principal Paid              Amount of             Principal          Notation
Date              of Advance             or Prepaid               Interest Paid            Balance            Made By
----              ----------            ---------------           -------------           ---------          ---------

</TABLE>

                                                          54

                                                        - 141 -
<PAGE>

                                    EXHIBIT B




                       TO 1997 REVOLVING CREDIT AGREEMENT
                                      among
                           DATA TRANSMISSION NETWORK,
                          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,
                    THE BOATMEN'S NATIONAL BANK OF ST. LOUIS,
                                       AND
                             LASALLE NATIONAL BANK,




                               DRAWING CERTIFICATE



                                       55

                                     - 142 -
<PAGE>




                               DRAWING CERTIFICATE

                      DATA TRANSMISSION NETWORK CORPORATION

To induce  the  First  National  Bank of  Omaha,  First  National  Bank,  Wahoo,
Nebraska,  NBD Bank,  Norwest Bank Nebraska,  N.A.,  LaSalle  National Bank, The
Sumitomo Bank, Limited, Mercantile Bank of St. Louis, N.A., First Bank, National
Association,  and Bank of Montreal (the "Revolving  Lenders") to make an advance
under the 1997 Revolving Credit Agreement (the "Agreement") dated as of February
26, 1997, between the undersigned (the "Borrower"),  The Boatmen's National Bank
of St. Louis  ("Boatmen's"),  and the Revolving Lenders (as to Boatmen's and the
Revolving Lenders together,  (the "Banks"), the Borrower hereby certifies to the
Banks that its Operating  Cash Flow (as defined in the Agreement) as represented
below is true and correct and that there is no default under the  aforementioned
Agreement, or on any other liability of the Borrower to the Banks.

All information as of:  Date
                            -------------------------

a)  Maximum Revolving Credit Facility                                  $
                                                                        --------

b)  Principal on Converted Notes,
    Acquisition Notes, Existing Term Notes,
    and Related Bank Debt Outstanding                                  $
                                                                        --------

c)  Principal on Revolving Credit                                      $
                                                                        --------


d)  ADVANCE REQUEST                                                    $
                                                                        --------
e)  Total Proposed Bank Debt
    (line b + line c + line d, but                                     $
       not to exceed line a)                                            --------

f)  Most recent month's operating cash flow                            $
                                                                        --------

g)  Prior month's operating cash flow                                  $
                                                                        --------
h)  Operating Cash Flow
    (average of line f and line g)                                     $
                                                                        --------

i)  36 x Operating Cash Flow                                           $
                                                                        --------

j)  Excess (line i - line e)                                           $
                                                                        --------


Name of Borrower:  Data Transmission Network Corporation

Signature:
          ----------------------------------------------

Title:
          ----------------------------------------------


                                       56

                                    - 143 -
<PAGE>

                                    EXHIBIT C




                       TO 1997 REVOLVING CREDIT AGREEMENT
                                      among
                           DATA TRANSMISSION NETWORK,
                          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,
                    THE BOATMEN'S NATIONAL BANK OF ST. LOUIS,
                                       AND
                              LASALLE NATIONAL BANK



                              OFFICER'S CERTIFICATE


                                       57

                                     - 144 -
<PAGE>




                             COMPLIANCE CERTIFICATE

                      DATA TRANSMISSION NETWORK CORPORATION


First National Bank of Omaha                              Date
Attn:  James Bonham
16th & Dodge Streets
Omaha, Nebraska 68102

I certify that Data Transmission  Network  Corporation is in compliance with the
requirements set forth in the 1997 Revolving Credit Agreement (the  "Agreement")
dated as of February 26,  1997,  between  First  National  Bank of Omaha,  First
National Bank, Wahoo, Nebraska,  NBD Bank, Norwest Bank Nebraska,  N.A., LaSalle
National Bank, The Sumitomo Bank,  Limited,  Mercantile Bank of St. Louis, N.A.,
First Bank, National  Association,  The Boatmen's National Bank of St. Louis and
Data Transmission Network Corporation.

The following calculations are as of             (statement date) as required by
                                     -----------
Section 4.1(d) of said Agreement:

Evaluations:

Total Indebtedness (TI):

Operating Cash Flow:      most recent month                 previous month
                           ending                            ending
                                 ----------                        -----------

    Net Income (loss)        --------------                    ---------------
    Interest Expense         --------------                    ---------------
    Depreciation             --------------                    ---------------
    Amortization             --------------                    ---------------
    Deferred Income
     Taxes                   --------------                    ---------------
    Non-Ordinary
     Non-Cash
     Charges (Credits)       --------------                    ---------------

    Total                 a) --------------                 b) ---------------

    Operating Cash Flow = OCF = (a+b)/2 =
                                           ------------------

Leverage Ratio (TI/OCF):

Section 2.3

 .   Pricing:                  If the Leverage Ratio is greater than 42 then the
                              margin is .25%.
                              If the Leverage Ratio is greater than 36 but equal
                              to or less than 42 then the margin is .50%. If the
                              Leverage  Ratio is greater than 30 but equal to or
                              less than 36 then the margin is .75%.

                                       58

                                     - 145 -
<PAGE>




                              If the Leverage Ratio is greater than 24 but equal
                              to or less than 30 then the margin is 1.00%.
                              If the Leverage Ratio is greater than 18 but equal
                              to or less than 24 then the  margin  is 1.25%.  If
                              the  Leverage  Ratio is  equal to or less  than 18
                              then the margin is 1.375%.

    Position:                 The Revolving Credit Rate is the Base Rate minus

                              -------------


Section 2.5

 .   Trigger Fee:              If Total  Indebtedness  is more than 36 times
                              Operating Cash Flow,  then a one time fee, paid in
                              three installments of 3/8% of the then outstanding
                              principal  balances,  on any of the Existing  Term
                              Notes,  Acquisition Notes or Converted Notes which
                              have an interest  rate less than 7.5% per annum is
                              due.

    Position:                 A Trigger Event  has/has not  occurred.


Section 4.3

 .   Net Worth:                A minimum Net Worth  (exclusive of subordinated
                              debt) of  $23,500,000  plus fifty percent (50%) of
                              the net income  (but not  losses) of the  Borrower
                              for each fiscal year,  commencing  with the fiscal
                              year beginning January 1, 1997; provided, however,
                              solely for purposes of determining compliance with
                              the  provisions  of this Section 5.3,  "Net Worth"
                              shall not include any subordinated debt.

                              Minimum  Net  Worth   (exclusive  of  subordinated
                              debt)= $ 23,500,000.

                              Net Income         Year ending      Addition (50%)

                              $                    12/31/97        $
                               ------------                         ------------
Total Minimum Net
   Worth                                                           $
                                                                    ============
Position:

Total Net Worth (exclusive of subordinated debt) = $
                                                    --------------


Section 4.4

 .   Indebtedness:             At no time will Total Indebtedness exceed 48x OCF.

    Position:                 (48 x OCF)  -  Total Indebtedness  =

                                       59

                                     - 146 -
<PAGE>

 .   Total                     At no time will Adjusted Total Indebtedness
    Indebtedness              exceed 60 x OCF
    plus
    subordinated
    debt plus
    guaranty
    contingencies
    (Adjusted
    Total
    Indebtedness or
    ATI):

    Position:                 Adjusted Total Indebtedness = $
                                                             -------------
                              (60 x OCF) - (ATI) = $
                                                    -----------------

Section 4.7

 .   Distributions:            Neither the Borrower nor any Subsidiary shall
                              declare  any  dividends   (other  than   dividends
                              payable in stock of the  Borrower or  dividends or
                              distributions from any consolidated Subsidiary) or
                              make  any  cash  distribution  in  respect  of any
                              shares of its  capital  stock or  warrants  of its
                              capital stock,  without the prior written  consent
                              of the Lenders;  provided  that the Borrower  need
                              not obtain the  Lenders'  consent  with respect to
                              dividends  in any one (1)  year  which  are in the
                              aggregate  less  than  25% of the  Borrower's  Net
                              Operating  Profit After Taxes in the previous four
                              (4) quarters,  as reported to the Lenders pursuant
                              to Section 4.1

 .   Position:                 Net Operating Profit
                                After Taxes for
                                last four (4) quarters              =
                                                                     -----------

                                                                          x  .25

                              Available for dividends
                              or distributions in the most
                              recent quarter plus the
                              prior three (3) quarters          =
                                                                  --------------

                              Dividends and distributions
                              (excluding dividends payable
                              solely in stock of the Borrower
                              and distributions from consolidated
                              Subsidiaries) declared or paid
                              in the most recent quarter plus the
                              prior three (3) quarters          =
                                                                  --------------

                              The  Borrower   [is/is  not]  in  compliance  with
                              Section 4.7.

                                       60


                                     - 147 -
<PAGE>





Section 4.15


 .   Interest                  The ratio of OCF to Interest Expense ("IE")
    Coverage:                 at the end of each quarter will not be less than
                              2.25 to 1.0 (225%).

    Position:                 OCF = $
                                     --------------
                              IE =  $
                                     --------------
                              OCF/IE =        %
                                       -------


Section 4.19

 .   Capital Expenditures:     The Borrower shall not make
                              capital expenditures (other than permitted earning
                              assets  specified  in Section  4.19) in any fiscal
                              year,  commencing  with the fiscal year  beginning
                              January 1, 1997, in excess of $1,000,000.

    Position:                 Capital  Expenditures  (other than permitted
                              earning assets specified in Section 4.19) this
                              fiscal year = $
                                             --------------

The Borrower [is/is not] in compliance with Section 4.19.


Section 4.20

 .   Acquisitions              The  Borrower  shall  not make  acquisitions
                              which in the aggregate  exceed  $6,000,000  except
                              certain permitted unlimited acquisitions.

    Position:                 Acquisitions  (other  than  permitted  unlimited
                              acquisitions)  in the aggregate  since the date of
                              the Agreement =          .
                                             ----------

                              Date            Amount            Acquired Company
                              ----            ------            ----------------

Permitted Unlimited Acquisition:

                                                    Principal             Line
                                    Acquired         Place of              Of
    Date         Amount             Company          Business           Business
    ----         ------             --------        ---------           --------

The Borrower [is/is not] in compliance with Section 4.20.


Additional Representations:

    There  have/have  not  been  any  sale(s)  of  assets  which  would  require
    prepayment of the Notes under Section 4.2.

                                       61

                                     - 148 -
<PAGE>

    There has/has not been:


          (i)         a Change of Control or a material adverse change in
                      management  personnel as defined in Section 4.14 of the
                      Agreement; or

         (ii)         a default under Section 6.1(j) or 6.1(l) regarding a
                      change in ownership or control of the Company.

        (iii)         an indemnity claim by Broadcast Partners under Section
                      6.1(m).


Name of Borrower:     Data Transmission Network Corporation

Signature:
                      -------------------------------------

Title:
                      -------------------------------------

                                       62

                                     - 149 -
<PAGE>
                                   SCHEDULE A

                          TO 1997 TERM 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




                             PERMITTED ENCUMBRANCES

<TABLE>
<CAPTION>

Secured Party                                                       Financing Statements

Nebraska Secretary of State
---------------------------

<S>                                                  <C>                <C>                   <C>
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

                                                        63

                                                      - 150 -
<PAGE>

First Bank of Minneapolis                            11/25/91           #534665

 (Norstan)                                            8/24/92           #561090               Assignment


Douglas 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


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


                                                        64

                                                      - 151 -
<PAGE>

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


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.


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<PAGE>

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           #1129331801           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

                                                        66

                                                      - 153 -
<PAGE>

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

                                                        67

                                                     - 154 -
<PAGE>

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
</TABLE>


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