1998 TERM CREDIT AGREEMENT


         This 1998 Term Credit Agreement (the  "Agreement"),  entered into as of
the 7th day of  December,  1998,  amends  and  restates  the  1997  Term  Credit
Agreement  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"),  THE FIRST NATIONAL BANK OF CHICAGO,  a national banking  association
having its principal  place of business at One First  National  Plaza,  Chicago,
Illinois  60670-0173  ("First of  Chicago"),  NORWEST  BANK  NEBRASKA,  N.A.,  a
national banking  association having its principal place of business at 20th and
Farnam Streets,  Omaha,  Nebraska 68102 ("Norwest"),  DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN  BRANCHES,  being  represented by its office at 75 Wall Street,
New York, New York 10005  ("Dresdner"),  MERCANTILE  BANK OF ST. LOUIS,  N.A., a
national  banking  association  having its  principal  place of  business at One
Mercantile  Center,  7th and  Washington  Streets,  St.  Louis,  Missouri  63101
("Mercantile"),  U.S. BANK, NATIONAL ASSOCIATION, a national banking association
having its principal place of business at 13th and M Streets,  Lincoln, Nebraska
68508 ("U.S.  Bank"), BANK OF MONTREAL, a Canadian Bank being 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 office at
One  Metropolitan  Square,  211  North  Broadway,   St.  Louis,  Missouri  63102
("LaSalle");  as amended by the First  Amendment  to 1997 Term Credit  Agreement
dated as of  February  1, 1998,  and the Second  Amendment  to 1997 Term  Credit
Agreement dated as of May 15, 1998.


                                   WITNESSETH:

         WHEREAS,  the parties  have  entered into that certain 1997 Term Credit
Agreement,  dated as of February 26, 1997, as amended by the First  Amendment to
1997  Term  Credit  Agreement  dated as of  February  1,  1998,  and the  Second
Amendment to 1997 Term Credit  Agreement dated as of May 15, 1998 (as so amended
and restated, the "1997 Term Credit Agreement"),  pursuant to which the Borrower
obtained a term credit facility for the purpose of acquiring  substantially  all
of the assets of Broadcast Partners; and

         WHEREAS,  the parties desire to further amend and restate the 1997 Term
Credit Agreement; and

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         WHEREAS,  the parties do not intend for this 1998 Term 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;

         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:

            Agreement:  The 1998 Term Credit  Agreement  dated as of December 7,
                 1998, between the Borrower and the Lenders, amends and restates
                 the 1997 Term Credit  Agreement  dated as of February 26, 1997,
                 as  amended  by  the  First   Amendment  to  1997  Term  Credit
                 Agreement,  dated  as of  February  1,  1998,  and  the  Second
                 Amendment  to 1997 Term Credit  Agreement,  dated as of May 15,
                 1998,  between the  Borrower  and the  Lenders,  and as further
                 amended or restated  from time to time.  Reference in the Notes
                 to the Agreement shall mean the Agreement as defined herein.

            Banks:  FNB-O,  FNB-W,  U.S.  Bank,  Mercantile,  First of  Chicago,
                 Norwest,  Dresdner,  LaSalle, and Montreal, and such additional
                 banks  as may be  added  hereto  from  time to  time by  mutual
                 written agreement of the parties.

            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   (predecessor  to  NationsBank,   N.A.),   and  its
                 successors and assigns.

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

Broadcast
            Partners:  Broadcast  Partners,  a general  partnership  having  its
                 current principal place of business at 11275 Aurora Avenue, Des
                 Moines,   Iowa  50322.   For  purposes  of  future  notices  or
                 communications  under this Agreement Broadcast Partners address
                 shall  be:  Broadcast  Partners,  care of  Thomas  M.  Hanigan,
                 Pioneer Hi-Bred International,  Inc., 7200 N.W. 62nd Ave., P.O.
                 Box 184, Johnston, Iowa 50131-0184.


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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.

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

Existing
            Term Notes: That certain promissory note from the Borrower to FNB-O,
                 FirsTier,  FNB-W,  NBD,  Norwest  and  Boatmen's  dated  as  of
                 February 27, 1995; and those certain  promissory notes from the
                 Borrower to FNB-O, FNB-W, NBD, Norwest,  Sumitomo,  Mercantile,
                 First Bank,  Montreal,  and LaSalle dated as of March 31, 1997,
                 and March 16, 1998.

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            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.

            FirsTier: FirsTier Bank, National Association,  Lincoln, Nebraska, a
                 national  banking  association  having its  principal  place of
                 business at 13th and M Streets,  Lincoln,  Nebraska 68508,  the
                 predecessor to U.S. Bank.

            FirstBank:  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.)

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

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


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

            Lenders:    The Banks.

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            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  Bank in good  faith  and on a  reasonable  basis  and
                 certified to the Borrower in writing,  to  compensate  the Bank
                 for any  loss  (including  any  lost  yield),  cost or  expense
                 incurred by the Bank (i) in liquidating or redeploying deposits
                 or other funds  acquired  by the Bank to fund or  maintain  the
                 loan prepaid and (ii) in  unwinding,  amending,  cancelling  or
                 otherwise  modifying or terminating any match funding,  swap or
                 other  arrangement  entered into by the Bank 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.

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

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

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

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

Net Operating
Profit After
            Taxes: For any  period,  the net  earnings  (or loss) after taxes of
                 Borrower and its Subsidiaries on a consolidated  basis for such
                 period taken as a single  accounting  period and  determined in
                 conformity  with  generally  accepted  accounting   principals;
                 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.

New York
            Prime: The floating interest rate published as the "Prime Rate" (the
                 base  rate on  corporate  loans  posted  by at least 75% of the
                 nation's 30 largest  banks) in the Wall  Street  Journal on the
                 first  day of each  month,  or if no rate is  published  on the
                 first day of any month,  on the first day thereafter  when such
                 rate is  published.  For purposes of this  Agreement,  New York
                 Prime shall  fluctuate on a monthly basis.  Changes to New York
                 Prime shall be  effective  on the first day of each month based
                 on the "Prime Rate" in effect on such day.

            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: Those  certain  promissory  notes  from the  Borrower  to the
                 Lenders  dated as of May 3, 1996,  July 17, 1996,  and July 31,
                 1996, including,  without limitation, the Notes to the Banks as
                 referenced  in Section 2.1  hereof,  and such  additional  term
                 notes as the  parties  may  hereafter  agree to add  hereto  as
                 Notes.

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.

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Operative
            Documents:  This  1998  Loan  Agreement,  the  Notes,  the  Security
                 Agreement,  the financing  statements  regarding the Collateral
                 and the  documents  and  certificates,  other than the Purchase
                 Agreement, delivered pursuant to Article VI.

Purchase

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


Quarterly
Compliance
            Certificate:  The  certificate  delivered  to  the  Lenders  by  the
                 Borrower pursuant to Section 5.1(d).

Related
            Bank Debt: The aggregate unpaid balance of all indebtedness,  now or
                 hereafter  existing   (including  future  advances)  under  the
                 Existing  Term  Notes;  the  amounts   outstanding   under  the
                 revolving  credit  notes  issued  under  the  Revolving  Credit
                 Agreement,  and under any term  notes  issued to  convert  such
                 revolving  credit  notes  or  any  portion  thereof  to a  term
                 obligation;  the amounts  outstanding under the Lender's Letter
                 of Credit and under the Norwest Letter of Credit, as defined in
                 the Revolving Credit Agreement;  all extensions,  renewals, and
                 substitutions of or for the foregoing; and all obligations,  if
                 any,  as to the  accrued and unpaid  Interest  Rate  Protection
                 Contract Amounts.

            Release: The Federal Reserve Statistical Release.

Restricted
            Quarter:  This term shall have the  meaning set forth in Section 2.2
                 hereof.

Revolving Credit
            Agreement: The 1998 Revolving  Credit Agreement dated as of December
                 7, 1998,  between the Borrower and the Lenders which amends and
                 restates the 1997  Revolving  Credit  Agreement  as  previously
                 amended.

Revolving
                  Credit   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.

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Security
            Agreement: The 1998 Security  Agreement dated as of the date hereof,
                 which  amends and  restates  the 1997  Security  Agreement,  as
                 previously amended.

            Subsidiaries: 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.

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 and the holders of the Related Bank Debt) 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  2.2
                 hereof.

            U.S. Bank: U.S. Bank, National Association,  formerly known as First
                 Bank, a national banking association having its principal place
                 of business at 13th and M Streets, Lincoln, Nebraska 68508, and
                 its successors and assigns.

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


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                                II. TERM FACILITY


         2.1.  Term  Credit.  The  Banks  agree to  advance  $48,490,000  to the
Borrower  for the  purchase  of  substantially  all of the  assets of  Broadcast
Partners.  Such advances shall be made, in one or more  closings,  on a pro rata
basis by the Banks, based on the following maximum advance limits for each Bank:
(1) as to FNB-O,  $10,780,000;  (ii) as to FNB-W, $245,000; (iii) as to First of
Chicago,  $6,223,000;  (iv)  as to  Norwest,  $4,047,000;  (v)  as  to  LaSalle,
$10,388,000;   (vi)  as  to  Mercantile,   $5,333,900;  (vii)  as  to  Dresdner,
$5,170,000;  (viii)  as to U.S.  Bank,  $1,933,000;  and  (ix)  as to  Montreal,
$4,370,100.

         It is understood and agreed by the parties that the foregoing  advances
by FNB-O,  FNB-W,  and NBD were made at the initial  closing under the 1996 Term
Credit Agreement on May 3, 1996. The foregoing advance by Norwest  represents an
advance of $1,822,000  which was made at the initial closing under the Agreement
on May 3, 1996, and an additional  advance of $2,225,000,  which was made at the
closing under the First  Amendment on July 17, 1996.  The foregoing  advances by
Mercantile,  Sumitomo and U.S. Bank (then  "FirsTier")  were made at the closing
under the First  Amendment  on July 17,  1996.  The advance made by Montreal was
made at the closing of the Second  Amendment on July 31,  1996;  the proceeds of
such advance were used to prepay the existing Note held by Broadcast Partners in
the  remaining  principal  amount of  $4,070,100,  and to provide an  additional
$300,000 to the  Borrower.  The advance made by LaSalle was made on December 27,
1996,  at the  closing  of the Third  Amendment.  The  outstanding  interest  of
Sumitomo  was  assigned to Dresdner as of  September  4, 1998.  The  outstanding
interest  of NBD was  assigned  to First of Chicago as of October 1, 1998.  This
Agreement  shall not be deemed to extinguish  any existing  indebtedness  of the
Borrower under the 1997 Term Credit Agreement or the Notes issued  thereunder or
to release, terminate or affect the priority of any security therefor.

         2.2 Notes.  The Notes shall bear interest on the principal  loan amount
thereof  outstanding  through  June 30,  1999,  at the rate of 8.25% per  annum;
thereafter  the  interest  rate for the balance of the term shall be set on June
30, 1999, at two percent (2.00%) above the yield on constant  maturity  Treasury
Bonds with maturities of three years, as quoted for the Business Day immediately
preceding  June  30,  1999  in  the  applicable  Release.   Notwithstanding  the
foregoing,  the Notes issued to the  following  Lenders  shall bear  interest as
follows:  (i) as to U.S.  Bank,  at the rate of 8.36% per annum through June 30,
1999  (whereupon the interest rate reset  described  above shall be applicable);
and (ii) as to  Mercantile,  First of  Chicago,  Dresdner,  Norwest,  FNB-W  and
Montreal, at a variable rate per annum equal to New York Prime minus one-half of
one percent  (0.5%).  After an Event of Default  has  occurred,  interest  shall
accrue:  (i) with  respect to the fixed rate  Notes,  on the entire  outstanding
balance of principal and interest at a  fluctuating  rate equal to the Revolving
Credit Rate plus four percent  (4.00%);  and (ii) as to the floating rate Notes,
on the  principal  loan  amount  thereof at a rate per annum  equal to three and
one-half  percent  (3.5%) above New York Prime.  Interest shall be calculated on
actual  days  elapsed  and a year of 360 days.  If the  Borrower's  most  recent
Quarterly Compliance Certificate shows that, as of the end of the prior quarter,
the  Leverage  Ratio was at such date more than  thirty-six  (36),  the  current

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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 Note is less than seven and one-half percent  (7.50%),  a "Trigger Event"
shall be deemed to have occurred.  Upon the  occurrence of a Trigger Event,  the
Borrower  shall  be  obligated  to pay  the  Lenders  the  following  fees:  (i)
three-eighths  of one percent  (.375%) of the outstanding  principal  balance of
such Note as of the date  preceding  the Trigger  Event,  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.

         2.3. Payments. Interest on the unpaid balance of the Notes shall be due
on the last day of each month  beginning May 31, 1996.  The principal  amount of
each respective  Note shall become due and payable in seventy-two  equal monthly
installments,  with the first such  installment  due on January  31,  1997,  and
subsequent   installments  due  on  the  last  day  of  each  consecutive  month
thereafter.  The total  amount of all  unpaid  principal  and  accrued  interest
hereunder shall be due and payable no later than December 31, 2002. In the event
that a payment day is not a Business  Day, the payment  shall be due on the next
succeeding  Business Day.  Interest  shall continue to accrue on the full unpaid
balance 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.

         2.4.  Fees.  At the  initial  closing,  the  Borrower  paid to FNB-O an
initial fee equal to $14,729,  which was  allocated  by FNB-O pro rata among the
Banks  based on their  respective  commitments  at such time.  Furthermore,  the
Borrower  paid to FNB-O at  closing an  agenting  fee equal to  $25,500.  At the
closing of the First  Amendment  on July 17, 1996,  the  Borrower  paid a fee of
$7,330.95 to FNB-O for  distribution  to the following  Banks:  (i) $1,112.50 to
Norwest;  (ii) $2,666.95 to Mercantile;  (iii)  $2,585.00 to Sumitomo;  and (iv)
$966.50 to U.S. (then First Bank, National  Association).  At the closing of the
Second Amendment on July 31, 1996, the Borrower paid a fee of $2,185.05 to FNB-O
for distribution to Montreal.

         2.5 Payment.  The  Borrower's  obligation to make payments of principal
and interest  hereunder  shall be further  evidenced  by the Notes,  the form of
which is attached hereto as Exhibit A. All obligations of the Borrower under the
Notes  and 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.

         2.6 Prepayment. Prepayments of the Notes may be made in full or in part
at any time upon 10 days prior written notice to the Lenders; provided, however,
that unanimous consent of the Lenders shall be required for any prepayment which
is not  applied  pro  rata  to the  Lenders  in  accordance  with  Section  8.2.
Prepayment penalties will be required as indicated below:

                                       10
                                    - 641 -
<PAGE>

                  (a)      The Borrower  may prepay in full without  penalty the
                           principal  loan amounts  outstanding  under all Notes
                           which bear  interest  at a fixed  rate in  accordance
                           with Section 2.2 hereof, if such prepayment occurs on
                           June 30, 1999 and the Borrower has given the Banks at
                           least 30 days prior  written  notice of its intention
                           to make such prepayment.

                  (b)      If a prepayment  of a Note which bears  interest at a
                           fixed  rate in  accordance  with  Section  2.2 hereof
                           occurs other than in accordance  with (a) above,  the
                           Borrower  shall  pay to  the  respective  Bank  payee
                           thereof,  at such  payee's  option,  either:  (1) the
                           Make-Whole Premium due in respect of such prepayment;
                           or (2) a  prepayment  fee  equal to one and  one-half
                           percent (1.50%) of the amount of such prepayment.

                  (c)      The  Borrower   shall  not  be  obligated  to  pay  a
                           Make-Whole  Premium  or  prepayment  fee to any  Bank
                           payee of a Note which  bears  interest  at a floating
                           rate indexed to New York Prime.

         2.6A Permitted  Prepayments to Broadcast Partners.  Broadcast Partners'
Notes were  prepaid in full at the closing of the Second  Amendment  on July 31,
1996.

         2.7 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  shall be secured by a first security
interest in the  Collateral,  as more  specifically  described  in the  Security
Agreement.

         2.8 Revolving Credit Agreement. Nothing herein shall be deemed to alter
or amend the Borrower's  obligations under the Revolving Credit  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. [INTENTIONALLY OMITTED]


                       IV. REPRESENTATIONS AND WARRANTIES

         The Borrower  represents  and warrants that as of May 3, 1996,  and the
date hereof the following are and shall be true and correct:

         4.1 Corporate  Existence.  It is a corporation duly organized,  validly
existing and in good  standing  under the laws of the State of Delaware and each
Subsidiary  is a  corporation  duly  organized,  validly  existing  and in  good
standing in its state of  incorporation  as shown on Schedule I, and it and each
of its  Subsidiaries  is 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  other than those shown on Schedule
I.

                                       11
                                    - 642 -
<PAGE>

         4.2 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.

         4.3 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).

         4.4  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.

         4.5 Governmental Approvals. The execution,  delivery and performance 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.

         4.6  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.

                                       12
                                    - 643 -
<PAGE>

         4.7 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.

         4.8 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.

         4.9 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.

         4.10  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.

         4.11  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"  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.

         4.12  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.

                                       13
                                    - 644 -
<PAGE>

         4.13 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.

                                  V. COVENANTS

         The Borrower hereby covenants that:

         5.1  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,

                                       14
                                    - 645 -
<PAGE>



              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 5.3, 5.4, 5.7, 5.9(b),  5.9(d),
              5.11,  5.19 or 5.20;  or (2) have  discovered  such  condition  or
              event,  as  specifically  set  forth  in such  certificate,  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
              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:


                                       15
                                    - 646 -
<PAGE>

                    (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.


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

         5.2  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.

                                       16
                                     - 647 -
<PAGE>

         5.3 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 5.3, "Net
Worth" shall not include any subordinated debt.


         5.4  Indebtedness.

              (a) The Borrower  shall not at any time permit the Leverage  Ratio
              to exceed forty-eight (48).

              (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.

         5.5 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
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.

         5.6 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;

                                       17
                                    - 648 -
<PAGE>

              (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.

5.7  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  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  5.1;  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).

         5.8  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.

         5.9  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.

                                       18
                                    - 649 -
<PAGE>

              (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 and the holders of the Related Bank
              Debt 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.

         5.10  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
officers  of, the  Borrower at all such times,  in such detail and through  such
agents and representatives as the Lenders may reasonably desire.

         5.11 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 not event or occurrence which with

                                       19
                                    - 650 -
<PAGE>

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.

         5.12 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 5.4(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 and the holders of the Related Bank Debt, 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.

         5.13 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.

         5.14 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.

         5.15.  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 2.2 of this  Agreement)  at the end of

                                       20
                                    - 651 -
<PAGE>

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.

         5.16 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.

         5.17 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 FNB-O,  as agent for the Lenders and the
holders of the Related Bank Debt,  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 and the holders of the
Related Bank Debt, as to compliance with this section.

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

         5.19 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  $2,000,000;   provided,   however,   that  capital
expenditures  for (a) equipment to be used by subscribers  of the Borrower,  and
(b)  telecommunications  equipment,  computer  equipment,  software and software
consulting shall not be counted for purposes of this annual limitation.

         5.20  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 Lenders; provided, however, that the Borrower shall
be  permitted  to make on a  cumulative  basis  from and after July 1, 1998 such
acquisitions  (excluding  the  acquisition  of A-T Financial  Information,  Inc.
directly or through Asset Growth  Corporation) in an amount not to exceed Twenty
Million  Dollars  ($20,000,000)  in the  aggregate  without  the  consent of the
Lenders if:

              (a) such acquisitions are in or from entities which:

                    (i)  are in the  business  of  electronically  communicating
                    time-sensitive information to their customers; and

                    (ii) have their  principal  place of  business in the United
                    States or Canada; and

                                       21
                                    - 652 -
<PAGE>

                    (iii)  except  for  Weather  Services  Corporation,  have  a
                    positive operating cash flow,  calculated in the same method
                    as is used to calculate the  Borrower's  Operating Cash Flow
                    for purposes of this Agreement; and

              (b) the Borrower or any Subsidiary is not, and  immediately  after
              the making of such  acquisition,  will not be in default under any
              other covenant or provision of this Agreement (including,  without
              limitation, the covenants and provisions pertaining to minimum net
              worth and limitations on indebtedness); and

              (c) except for the acquisition of A-T Financial Information,  Inc.
              directly or through Asset Growth  Corporation,  no one acquisition
              shall exceed Ten Million Dollars ($10,000,000).





                            VI. CONDITIONS PRECEDENT

         6.1  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,  and the perfection
              and priority of the security interest in the Collateral granted to
              the Lenders.

              (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  authorized 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.

                                       22
                                    - 653 -
<PAGE>

                           VII. DEFAULTS AND REMEDIES

         7.1 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.

              (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 5.1, 5.2, 5.3, 5.4, 5.7, 5.11, 5.12, 5.13, 5.14, 5.15,
              5.16, 5.19 or 5.20 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:

                                       23
                                    - 654 -
<PAGE>

                    (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 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.

                                       24
                                     - 655 -
<PAGE>

              (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  7.1(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  7.1(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 Related Bank Debt 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  or any  Subsidiary  is not at any  time  after
              September 30, 1999, in compliance with Year 2000  requirements and
              such failure  creates a material  adverse effect on the ability of
              the Borrower to carry out its business.

         7.2 Remedies. If an Event of Default occurs and is continuing, upon the
election of the Lenders  holding  two-thirds of the then  outstanding  aggregate
Total  Indebtedness of the Borrower to the Lenders  (including  under the Notes,
the Related Bank Debt and any similar  indebtedness  but  excluding  amounts due
under the Purchase  Agreement),  the entire  unpaid  principal  amount under the
Notes and all Related Bank Debt,  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 under the other Operative  Documents and the Revolving
Credit Agreement (and the operative documents with respect thereto),  including,
without limitation,  under the Security Agreement.  For purposes of this Article
VII, the term Lenders  includes  NationsBank,  formerly  Boatmen's,  and NBC. 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 Revolving
Credit  Agreement  (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.


                                       25
                                    - 656 -
<PAGE>

                     ARTICLE VIII. INTER-CREDITOR AGREEMENTS

         8.1 FNB-O as  Servicer.  FNB-O will act as sole  servicer  of the loans
evidenced  by the Notes issued  hereunder  and the Related Bank Debt (other than
interest rate  protection  agreements).  For purposes of this Article VIII,  the
term Lenders includes First Bank,  Boatmen's and the term Event of Default means
any Event of  Default  hereunder  or under any  Related  Bank  Debt.  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 and the operative  documents in connection
with the Revolving Credit Agreement; (ii) receive requests for advances from the
Borrower under the Revolving  Credit  Agreement and make such advances on behalf
of the revolving  lenders in such agreements  (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 8.2; (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, 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, the Related Bank Debt and any similar
indebtedness but excluding amounts due under the Purchase  Agreement) 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 Notes or the
Related Bank Debt shall be required  for: (i) any reduction or compromise of the
principal  loan amount of the Notes or the Related Bank Debt, 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
security  interest of the Lenders in Collateral  which  comprises  more than ten
percent  (10%)  net book  value of fixed  assets of the  Borrower;  and (iv) any
amendment of Sections 8.1 or 8.2 hereof. A Lender's commitment hereunder may not
be increased without the consent of such Lender,  it being understood,  however,
that increases in the total  facility  hereunder may be made with the consent of
the  holders  of  more  than  two-thirds  of  the  aggregate  total  outstanding
obligations of the Borrower to the Lenders under the Agreement,  so long as such
increase  does  not  result  in  the  increase  of any  non-consenting  Lender's
commitment hereunder.

                                       26
                                    - 657 -
<PAGE>

         8.2 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 due
              under the Revolving  Credit  Agreement and fees due to the Lenders
              and holders of the Related Bank Debt;

              (b) second, to make payments due but unpaid under any of the Notes
              and Related Bank Debt; 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
              8.2.

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 and Related
Bank Debt  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 Related
              Bank Debt,  and (y) the  denominator  of which  shall be the total
              principal  loan  amount  then  outstanding  which is owning to the
              Lenders under all Related Bank Debt.  As to any  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.

Except as  specifically  provided  in this  Section  8.2,  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 Note  evidencing any Related Bank Debt 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.

         8.3  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,

                                       27
                                    - 658 -
<PAGE>

(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 1998 Term Credit
Agreement, the Notes, the Revolving Credit Agreement or the Related Bank Debt or
the other Operative  Documents or the operative documents under any 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 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.

         8.4  Transfers.  No  Lender  shall  subdivide,   transfer  or  grant  a
participation in its respective Notes or notes evidencing any Related Bank Debt,
or in any advance  hereunder or under any Related  Bank Debt,  without the prior
written consent of FNB-O which consent shall not be unreasonably  withheld.  For
purposes of this Section  8.4,  "Related  Bank Debt" shall not include  interest
rate protection agreements.

         8.5 Reliance.  The Lenders acknowledge that they have been advised that
none of the Notes,  the notes  evidencing any Related Bank Debt 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.

         8.6 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.

         8.7 New  Lenders.  In the  event  that new  Lenders  are  added to this
Agreement or to the Revolving Credit  Agreement,  such Lenders shall be required
to agree to the inter-creditor provisions of this Article VIII.

         8.8 Broadcast  Partners.  As of the closing of the Second  Amendment on
July 31, 1996, Broadcast Partners was removed from this Agreement as a party.

                            ARTICLE IX. MISCELLANEOUS

         9.1 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.  Notwithstanding  the  foregoing,  it is  understood  that  the
purchase and sale  transaction  between the Borrower and  Broadcast  Partners is
governed by the Purchase Agreement.

                                       28
                                    - 659 -
<PAGE>

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

         9.3 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 Section 2.6 shall not be deemed given until received by FNB-O.

         9.4 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.

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

         9.6  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
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.

         9.7  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.

                                       29
                                    - 660 -
<PAGE>

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

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

         IN WITNESS WHEREOF,  the Borrower and the Lenders have caused this 1998
Term Credit Agreement to be executed by their duly authorized corporate officers
as of the day and year first above written.






                                            DATA TRANSMISSION NETWORK
                                            CORPORATION



                                            By /s/ Brian L. Larson
                                             Title: VP, CFO and Secretary

                                       30
                                    - 661 -
<PAGE>


                                            FIRST NATIONAL BANK OF OMAHA




                                            By /s/ James P. Bonham
                                             Title: Vice President






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

                                       31
                                    - 662 -
<PAGE>





                           DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES





                           By /s/ Patrick A. Keleher
                              -------------------------
                            Title: Vice President


                           By /s/ Brian Haughney
                              --------------------------
                              Assistant Treasurer






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



                                       32
                                    - 663 -
<PAGE>

                                        FIRST NATIONAL BANK, WAHOO,
                                        NEBRASKA





                                        By /s/ Elizabeth Rezac
                                         Title: Second Vice President





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



                                       33
                                    - 664 -
<PAGE>


                                   THE FIRST NATIONAL BANK
                                   OF CHICAGO




                                   By /s/ Nathan L. Bloch
                                    Title:First Vice President










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



                                       34
                                    - 665 -
<PAGE>





                                  NORWEST BANK NEBRASKA, N.A.




                                  By /s/ Kevin D. Munro
                                   Title: Vice President












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




                                       35
                                    - 666 -
<PAGE>




                                   MERCANTILE BANK OF ST. LOUIS, N.A.




                                   By /s/ Joseph L. Sooter, Jr.
                                    Title:Vice President







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
                                    - 667 -
<PAGE>






                                  U. S. BANK, NATIONAL ASSOCIATION




                                  By /s/ Beth Morgan
                                   Title:Vice President








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
                                    - 668 -
<PAGE>





                                     BANK OF MONTREAL




                                     By /s/ Allegra Griffiths
                                      Title:Director












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
                                    - 669 -
<PAGE>





                                     LASALLE NATIONAL BANK





                                     By /s/ Tom Harmon
                                      Title:Assistant Vice President








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
                                    - 670 -
<PAGE>



                                   SCHEDULE I



                          TO 1998 TERM CREDIT AGREEMENT

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




Subsidiary          State of Incorporation       Shares        % of Ownership


National Datamax, Inc.   California             873,300             100%

Kavouras, Inc.           Minnesota                  155 5/12            100%

DTN Acquisition, Inc.    Nebraska                   100                 100%

DTN Market Commu-        Nebraska                   100                 100%
 nications Group, Inc.

DTN Merger Co.           Massachusetts              100                 100%

Paragon Software, Inc.*  Illinois                 1,000                 100%

*Owned by DTN Acquisition, Inc.

                                       40
                                    - 671 -
<PAGE>



                                    EXHIBIT A


                          TO 1998 TERM CREDIT AGREEMENT
                                      among
                     DATA TRANSMISSION NETWORK CORPORATION,
                          FIRST NATIONAL BANK OF OMAHA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                       THE FIRST NATIONAL BANK OF CHICAGO,
                          NORWEST BANK NEBRASKA, N.A.,
              DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
                       MERCANTILE BANK OF ST. LOUIS, N.A.,
                        U.S. BANK, NATIONAL ASSOCIATION,
                                BANK OF MONTREAL
                                       and
                              LASALLE NATIONAL BANK






                                  FORM OF NOTES



                                       41
                                    - 672 -
<PAGE>




                        SECURED BUSINESS PROMISSORY NOTE



Omaha, Nebraska                                   $
                                                  December 31, 2002
(Note Date)                                       (Maturity Date)


         DATA TRANSMISSION NETWORK CORPORATION  ("Maker") promises to pay to the
order of  _______________  ("Lender")  at the offices of First  National Bank of
Omaha in Omaha,  Nebraska,  the principal sum of _____________.  Interest on the
unpaid principal  balance shall be due on the last day of each month,  beginning
May 31, 1996.  The  principal  sum shall  become due and payable in  seventy-two
equal monthly  installments,  with the first such installment due on January 31,
1997, 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,  or,  if such day is not a  Business  Day,  on the  next  succeeding
Business Day. In any event, the total amount of all unpaid principal and accrued
interest hereunder shall be due and payable no later than December 31, 2002. All
capitalized  terms not defined  herein shall have the meanings set forth in that
certain  1998 Term Credit  Agreement  dated as of December 7, 1998 among  Maker,
Lender and others, as amended from time to time (the "Agreement".)

         Interest  shall accrue on the  principal  outstanding  through June 30,
1999, from time to time at the rate of % per annum; thereafter the interest rate
for the  balance  of the  term  shall be set on June 30,  1999,  at two  percent
(2.00%) above the yield on constant  maturity  Treasury Bonds with maturities of
three  years,  as  quoted  for the  immediately  preceding  Business  Day in the
applicable Release. Notwithstanding the foregoing, 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  Revolving  Credit Rate,  plus
4.00%.  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
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, 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 this Note is less than seven and one-half percent (7.50%),  a "Trigger Event"
shall be deemed to have occurred.  Upon the  occurrence of a Trigger Event,  the
Maker shall be obligated to pay the following  fees:  (i)  three-eighths  of one
percent (.375%) of the outstanding  principal balance of the Note as of the date
preceding  the  Trigger  Event,  which  amount  shall be payable  promptly  upon
invoicing;  (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 prepay in full without penalty the unpaid balance  hereunder,
provided that the Borrower contemporaneously prepays in full all other Notes (as

                                       42
                                    - 673 -
<PAGE>

such term is defined in the Agreement),  but only if such  prepayment  occurs on
June 30, 1999 and the Borrower  has given Lender at least 30 days prior  written
notice  of its  intention  to make  such  prepayment.  In the event of any other
prepayment  (regardless of whether such  prepayment  occurs before or after June
30, 1999), the Borrower shall pay to Lender, at Lender's option, either: (1) the
Make-Whole  Premium (as such term is defined in the Agreement) due in respect of
such  prepayment;  or (2) a  prepayment  fee equal to one and  one-half  percent
(1.50%) of the amount of such prepayment.

         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  Debtor's  accounts,   accounts   receivable,   chattel  paper,
         documents,    instruments,   goods,   inventory,   equipment,   general
         intangibles,  contract  rights,  all rights of Debtor in  deposits  and
         advance  payments  made to Debtor  by its  customers  and  subscribers,
         accounts  due  from   advertisers   and  all  ownership,   proprietary,
         copyright,  trade secret and other intellectual  property rights in and
         to computer software (and specifically  including,  without limitation,
         all such  rights  in DTN  transmission  computer  software  used in the
         provision of the Basic DTN Subscription  Service and Farm Dayta Service
         to  Debtor's   subscribers)   and  all   documentation,   source  code,
         information and works of authorship  pertaining thereto,  all now owned
         or hereafter acquired 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.

         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.
         
                                       43
                                    - 674 -
<PAGE>

                  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 to acquire substantially all of the
         assets of Broadcast Partners, a general partnership, with its principal
         place of business at 11274 Aurora Avenue, Des Moines, Iowa 50322; 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.

         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

                                       44
                                    - 675 -
<PAGE>    





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.

         Executed as of this [Note Date].

                                             DATA TRANSMISSION NETWORK
                                                CORPORATION


                                             By:
                                          Title:

                                       45
                                    - 676 -
<PAGE>




                            PROMISSORY NOTE SCHEDULE


                     Loan Advances and Payments of Principal

                      DATA TRANSMISSION NETWORK CORPORATION


REVOLVING NOTE ADVANCES AND PAYMENTS:


                          Amount of                       Unpaid
         Amount        Principal Paid    Amount of       Principal     Notation
Date    of Advance       or Prepaid    Interest Paid      Balance       Made By
----    ----------    ---------------  -------------     ---------     --------





                                       46
                                    - 677 -
<PAGE>

TERM NOTE:

Date of Conversion:

Amount Due at Date of Conversion:



    Fixed Rate Notice Date:                    Fixed Rate:           %


                          Amount of                       Unpaid
         Amount        Principal Paid    Amount of       Principal     Notation
Date    of Advance       or Prepaid    Interest Paid      Balance       Made By
----    ----------     --------------  -------------     ---------     --------




                                       47
                                    - 678 -
<PAGE>




                                    EXHIBIT B


                          TO 1998 TERM CREDIT AGREEMENT
                                      among
                     DATA TRANSMISSION NETWORK CORPORATION,
                          FIRST NATIONAL BANK OF OMAHA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                       THE FIRST NATIONAL BANK OF CHICAGO,
                          NORWEST BANK NEBRASKA, N.A.,
              DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
                       MERCANTILE BANK OF ST. LOUIS, N.A.,
                        U.S. BANK, NATIONAL ASSOCIATION,
                                BANK OF MONTREAL
                                       and
                              LASALLE NATIONAL BANK






                              OFFICER'S CERTIFICATE



                                       48
                                    - 679 -
<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 1998 Term Credit Agreement (the "Agreement") dated
as of December 7, 1998,  between First  National Bank of Omaha,  First  National
Bank,  Wahoo,  Nebraska,  The  First  National  Bank of  Chicago,  Norwest  Bank
Nebraska,  N.A.,  LaSalle  National  Bank,  Dresdner Bank AG, New York and Grand
Cayman  Branches,  Mercantile  Bank of St.  Louis,  N.A.,  U.S.  Bank,  National
Association, and Data Transmission Network Corporation.

The following calculations are as of ___________ (statement date) as required by
Section 5.1(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 2.2

                                       49
                                    - 680 -
<PAGE>


    Trigger           Fee:  If the  Leverage  Ratio is more than 36,  then a one
                      time fee is due, paid in three installments of 3/8% of the
                      then outstanding  principal balances,  on any of the Notes
                      which have an interest rate less than 7.5% per annum.

                      Position:          A Trigger Event  has/has not  occurred.


Section 5.3

    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) = $_____________

The Borrower [is/is not] in compliance with Section 5.3.

Section 5.4

             Indebtedness:    At no time will the Leverage Ratio  exceed 48

                              Position:            Leverage Ratio   =


    Total
    Indebtedness
    plus
    subordinated
    debt plus
    guaranty
                                       50
                                    - 681 -
<PAGE>

    contingencies
    (Adjusted
    Total
    Indebtedness or
    ATI)1:                    At no time will Adjusted Total Indebtedness
                              exceed 60 x OCF

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

The Borrower [is/is not] in compliance with Section 5.4.

Section 5.7

                       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 5.1.

                       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) 

                                       51
                                    - 682 -
<PAGE>
 
                              declared or paid in the most 
                              recent quarter plus the prior three
                                                   (3) quarters            =
                                                   ---------------

The Borrower [is/is not] in compliance with Section 5.7.

Section 5.15

     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 =        %

The Borrower [is/is not] in compliance with section 5.1.5.

Section 5.19

     Capital Expenditures:  The  Borrower  shall not make  capital  expenditures
                            (other than permitted  earning  assets  specified in
                            Section  5.19) in any fiscal year,  commencing  with
                            the fiscal year beginning January 1, 1998, in excess
                            of $2,000,000.

     Position:              Capital  Expenditures  (other than permitted earning
                            assets specified in Section 5.19) this fiscal year =
                            $_____________

The Borrower [is/is not] in compliance with Section 5.19.


Section 5.20

     Acquisitions           The Borrower  shall not make  acquisitions  which in
                            the  aggregate  exceed  $20,000,000  and in any  one
                            instance exceed $10,000,000 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


                                       52
                                    - 683 -
<PAGE>



Permitted Unlimited Acquisition:



         Date         Amount          Acquired       Principal         Line
                                       Company       Place of           Of
                                                     Business         Business

The Borrower [is/is not] in compliance with Section 5.20.


Additional Representations:

     There  have/have  not  been any  sale(s)  of  assets  which  would  require
     prepayment of the Notes under Section 5.2.

    There has/has not been:

         (i)  a Change of  Control or a material  adverse  change in  management
              personnel as defined in Section 5.14 of the Agreement; or

         (ii) a default  under  Section  7.1(j) or 7.1(l)  regarding a change in
              ownership or control of the Company.


Name of Borrower:     Data Transmission Network Corporation

                      Signature:

Title:


                                       53
                                    - 684 -
<PAGE>



                                   SCHEDULE A

                          TO 1998 TERM CREDIT AGREEMENT
                                      among
                     DATA TRANSMISSION NETWORK CORPORATION,
                          FIRST NATIONAL BANK OF OMAHA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                       THE FIRST NATIONAL BANK OF CHICAGO,
                          NORWEST BANK NEBRASKA, N.A.,
              DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
                       MERCANTILE BANK OF ST. LOUIS, N.A.,
                        U.S. BANK, NATIONAL ASSOCIATION,
                                BANK OF MONTREAL
                                       and
                              LASALLE NATIONAL BANK




                             PERMITTED ENCUMBRANCES


Secured Party                                    Financing Statements

Nebraska Secretary of State

<TABLE>
<CAPTION>
<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

                                       54
                                    - 685 -
<PAGE>



NBD, Detroit                                          2/05/93       #576039             Amendment

                                                     11/10/93       #603169             Amendment

First National Bank of Omaha, as agent               5/8/96         #691937             Amendment

First Bank of Minneapolis                            11/25/91       #534665
 (Norstan)                                            8/24/92       #561090             Assignment


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

                                       55
                                    - 686 -
<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.

                                       56
                                    - 687 -
<PAGE>



NBD, Detroit                                          2/09/93       #30391203308        Amend.

                                                     11/22/93       #33261003899        Amend.

First National Bank of Omaha, as agent                7/8/96        #961900902562       Amend.


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

                                       57
                                    - 688 -
<PAGE>

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

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


                                       58
                                    - 689 -
<PAGE>

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


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>
                                       59
                                    - 690 -
<PAGE>



                                TABLE OF CONTENT


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

 II.   TERM FACILITY . . . . . . . . . . . . . . . . . . . . . . . . . .   8
             2.1      Term Credit. . . . . . . . . . . . . . . . . . . .   8
             2.2      Acquisition Term Notes . . . . . . . . . . . . . .   9
             2.3      Payments. . . . . . . . . . . . . . . . . . . . .   10
             2.4      Fees. . . . . . . . . . . . . . . . . . . . . . .   10
             2.5      Payment . . . . . . . . . . .  . . . . . . . . . .  10
             2.6      Prepayment  . . . . . . . . .  . . . . . . . . . .  10
             2.6A     Permitted Prepayments to Broadcast Partners. . . .  11
             2.7      Security  . . . . . . . . . . . . . . . . . . . .   11
             2.8      Revolving Credit Agreement. . . . . . . . . . . .   11

III.  [INTENTIONALLY OMITTED] . . . . . . . . . . . . . . . . . . . . .   11

 IV.         REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . .    11
             4.1  Corporate Existence. . . . . . . . . . . . . . . . .    11
             4.2  Corporate Authority. . . . . . . . . . . . . . . . .    11
             4.3  Validity of Agreements . . . . . . . . . . . . . . .    12
             4.4  Litigation . . . . . . . . . . . . . . . . . . . . .    12
             4.5  Governmental Approvals  . . . . . . . . . . . . . . .   12
             4.6  Defaults Under Other Documents . . . . . . . . . . .    12
             4.7  Judgments  . . . . . . . . . . . . . . . . . . . . .    12
             4.8  Compliance with Laws  . . . . . . . . . . . . . . .     12
             4.9  Taxes . . . . . . . . . . . . . . . . . . . . . . . .   13
             4.10 Collateral  . . . . . . . . . . . . . . . . . . . . .   13
             4.11 Pension Benefits . . . . . . . . . . . . . . . . . . .  13
             4.12 Margin Regulations  . . . . . . . . . . . . . . . . .   13
             4.13 Financial Condition. . . . . . . . . . . . . . . . .    13

 V.          COVENANTS  . . . . . . . . . . . . . . . . . . . . . . . .   13
             5.1  Financial Reports . . . . . . . . . . . . . . . . . .   13
             5.2  Corporate Structure and Assets . . . . . . . . . . .    15
             5.3  Net Worth  . . . . . . . . . . . . . . . . . . . . .    15
             5.4  Indebtedness. . . . . . . . . . . . . . . . . . . . .   16
             5.5  Use of Proceeds   . . . . . . . . . . . . . . . . .     16
             5.6  Notice of Default   . . . . . . . . . . . . . . . .     16
             5.7  Distributions  . . . . . . . . . . . . . . . . . . .    17
             5.8  Compliance with Law and Regulations. . . . . . . . .    17
             5.9  Maintenance of Property; Accounting;
                      Corporate Form; Taxes; Insurance . . . . . . . .    17
             5.10 Inspection of Properties and Books  . . . . . . . .     18

                                       60
                                    - 691 -
<PAGE>

             5.11 Guaranties . . . . . . . . . . . . . . . . . . . . .    18
             5.12 Collateral. . . . . . . . . . . . . . . . . . . . . .   18
             5.13 Name; Location  . . . . . . . . . . . . . . . . . . .   19
             5.14 Notice of Change in Ownership or Management . . . . .   19
             5.15 Interest Coverage. . . . . . . . . . . . . . . . . . .  19
             5.16 Subordinated Debt. . . . . . . . . . . . . . . . . . .  19
             5.17 Subsidiaries  . . . . . . . . . . . . . . . . . . . .   19
             5.18 Amendments to Purchase Agreement. . . . . . . . . . .   20
             5.19 Capital Expenditures. . . . . . . . . . . . . . . . .   20
             5.20 Acquisitions . . . . . . . . . . . . . . . . . . . .    20

 VI.         CONDITIONS PRECEDENT.  . . . . . . . . . . . . . . . . . .   21
             6.1  Closing Conditions  . . . . . . . . . . . . . . . . .   21

VII.         DEFAULTS AND REMEDIES . . . . . . . . . . . . . . . . . .    21
             7.1  Events of Default . . . . . . . . . . . . . . . . . .   21
             7.2  Remedies . . . . . . . . . . . . . . . . . . . . . .    23

VIII.        INTER-CREDITOR AGREEMENTS . . . . . . . . . . . . . . . .    24
             8.1  FNB-O as Servicer. . . . . . . . . . . . . . . . . .    24
             8.2  Application of Payments   . . . . . . . . . . . . . .   25
             8.3  Liability of FNB-O . . . . . . . . . . . . . . . . .    26
             8.4  Transfers . . . . . . . . . . . . . . . . . . . . . .   26
             8.5  Reliance. . . . . . . . . . . . . . . . . . . . . . .   26
             8.6  Relationship of Lenders  . . . . . . . . . . . . . . .  26
             8.7  New Lenders . . . . . . . . . . . . . . . . . . . . .   26
             8.8  Broadcast Partners  . . . . . . . . . . . . . . . . .   26

 IX.         MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . .   27
             9.1  Entire Agreement  . . . . . . . . . . . . . . . . . .   27
             9.2  Governing Law . . . . . . . . . . . . . . . . . . . .   27
             9.3  Notices  . . . . . . . . . . . . . . . . . . . . . . .  27
             9.4  Headings   . . . . . . . . . . . . . . . . . . . . . .  27
             9.5  Counterparts . . . . . . . . . . . . . . . . . . . . .  27
             9.6  Survival; Successors and Assigns  . . . . . . . . . .   27
             9.7  Severability  . . . . . . . . . . . . . . . . . . . .   28
             9.8  Assignment   . . . . . . . . . . . . . . . . . . . . .  28
             9.9  Amendments   . . . . . . . . . . . . . . . . . . . . .  28

Schedule I:  Borrower's Subsidiaries
Exhibit A:   Form of Notes
Exhibit B:   Officer's Certificate
Schedule A:  Permitted Encumbrances

                                       61
                                    - 692 -
<PAGE>


                           1998 TERM CREDIT AGREEMENT


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





1This section need not be completed  unless  Borrower has  subordinated  debt or
guaranty contingencies.

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                                    - 693 -