1997 TERM CREDIT AGREEMENT


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





                                       1

                                     - 181 -
<PAGE>



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S>          <C>                                                             <C>
  I.         DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . .  5

 II.         TERM FACILITY. . . . . . . . . . . . . . . . . . . . . . . . . . 12
             2.1      Term Credit . . . . . . . . . . . . . . . . . . . . . . 12
             2.2      Acquisition Term Notes. . . . . . . . . . . . . . . . . 12
             2.3      Payments. . . . . . . . . . . . . . . . . . . . . . . . 13
             2.4      Fees. . . . . . . . . . . . . . . . . . . . . . . . . . 13
             2.5      Payment . . . . . . . . . . . . . . . . . . . . . . . . 13
             2.6      Prepayment. . . . . . . . . . . . . . . . . . . . . . . 13
             2.6A     Permitted Prepayments to Broadcast Partners . . . . . . 14
             2.7      Security  . . . . . . . . . . . . . . . . . . . . . . . 14
             2.8      Related Loan Agreements . . . . . . . . . . . . . . . . 14

III.         [INTENTIONALLY OMITTED]. . . . . . . . . . . . . . . . . . . . . 14

 IV.         REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . 14
             4.1  Corporate Existence. . . .  . . . . . . . . . . . . . . . . 14
             4.2  Corporate Authority. . . .  . . . . . . . . . . . . . . . . 14
             4.3  Validity of Agreements. . . . . . . . . . . . . . . . . . . 15
             4.4  Litigation  . . . . . . . . . . . . . . . . . . . . . . . . 15
             4.5  Governmental Approvals. . . . . . . . . . . . . . . . . . . 15
             4.6  Defaults Under Other Documents. . . . . . . . . . . . . . . 15
             4.7  Judgments . . . . . . . . . . . . . . . . . . . . . . . . . 15
             4.8  Compliance with Laws  . . . . . . . . . . . . . . . . . . . 15
             4.9  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
             4.10 Collateral  . . . . . . . . . . . . . . . . . . . . . . . . 16
             4.11 Pension Benefits. . . . . . . . . . . . . . . . . . . . . . 16
             4.12 Margin Regulations  . . . . . . . . . . . . . . . . . . . . 16
             4.13 Financial Condition . . . . . . . . . . . . . . . . . . . . 16

 V.          COVENANTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
             5.1  Financial Reports . . . . . . . . . . . . . . . . . . . . . 17
             5.2  Corporate Structure and Assets. . . . . . . . . . . . . . . 18
             5.3  Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . 19
             5.4  Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . 19
             5.5  Use of Proceeds   . . . . . . . . . . . . . . . . . . . . . 19
             5.6  Notice of Default   . . . . . . . . . . . . . . . . . . . . 19
             5.7  Distributions  . . . . . . . . . . . . . . . . . . . . . . .20
             5.8  Compliance with Law and Regulations. . . . . . . . . . . . .20
             5.9  Maintenance of Property; Accounting;
                       Corporate Form; Taxes; Insurance. . . . . . . . . . . .20

                                       2

                                     - 182 -
<PAGE>

             5.10 Inspection of Properties and Books  . . . . . . . . . . . . 21
             5.11 Guaranties. . . . . . . . . . . . . . . . . . . . . . . . . 21

             5.12 Collateral. . . . . . . . . . . . . . . . . . . . . . . . . 21
             5.13 Name; Location  . . . . . . . . . . . . . . . . . . . . . . 22
             5.14 Notice of Change in Ownership or Management . . . . . . . . 22
             5.15 Interest Coverage . . . . . . . . . . . . . . . . . . . . . 22
             5.16 Subordinated Debt . . . . . . . . . . . . . . . . . . . . . 22
             5.17 Subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . 23
             5.18 Amendments to Purchase Agreement. . . . . . . . . . . . . . 23
             5.19 Capital Expenditures. . . . . . . . . . . . . . . . . . . . 23
             5.20 Acquisitions. . . . . . . . . . . . . . . . . . . . . . . . 23

 VI.         CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . 23
             6.1  Closing Conditions  . . . . . . . . . . . . . . . . . . . . 23

VII.         DEFAULTS AND REMEDIES. . . . . . . . . . . . . . . . . . . . . . 24
             7.1  Events of Default . . . . . . . . . . . . . . . . . . . . . 24
             7.2  Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . 26

VIII.        INTER-CREDITOR AGREEMENTS. . . . . . . . . . . . . . . . . . . . 28
             8.1  FNB-O as Servicer . . . . . . . . . . . . . . . . . . . . . 28
             8.2  Application of Payments   . . . . . . . . . . . . . . . . . 28
             8.3  Liability of FNB-O. . . . . . . . . . . . . . . . . . . . . 29
             8.4  Transfers . . . . . . . . . . . . . . . . . . . . . . . . . 30
             8.5  Reliance. . . . . . . . . . . . . . . . . . . . . . . . . . 30
             8.6  Relationship of Lenders . . . . . . . . . . . . . . . . . . 30
             8.7  New Lenders . . . . . . . . . . . . . . . . . . . . . . . . 30
             8.8  Broadcast Partners  . . . . . . . . . . . . . . . . . . . . 30

 IX.         MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . 30
             9.1  Entire Agreement  . . . . . . . . . . . . . . . . . . . . . 31
             9.2  Governing Law . . . . . . . . . . . . . . . . . . . . . . . 31
             9.3  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 31
             9.4  Headings  . . . . . . . . . . . . . . . . . . . . . . . . . 31
             9.5  Counterparts. . . . . . . . . . . . . . . . . . . . . . . . 31
             9.6  Survival; Successors and Assigns  . . . . . . . . . . . . . 31
             9.7  Severability  . . . . . . . . . . . . . . . . . . . . . . . 31
             9.8  Assignment  . . . . . . . . . . . . . . . . . . . . . . . . 31
             9.9  Amendments  . . . . . . . . . . . . . . . . . . . . . . . . 31
</TABLE>

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


                                     - 183 -
<PAGE>

                                       3


                           1997 TERM CREDIT AGREEMENT


         This 1997 Term Credit Agreement (the  "Agreement"),  entered into as of
the 26th day of  February,  1997,  amends  and  restates  the 1996  Term  Credit
Agreement  entered into as of the 3rd day of May, 1996, among DATA  TRANSMISSION
NETWORK  CORPORATION,  a  Delaware  corporation  having its  principal  place of
business  at Suite  200,  9110 West  Dodge  Road,  Omaha,  Nebraska  68114  (the
"Borrower"), FIRST NATIONAL BANK OF OMAHA, a national banking association having
its principal place of business at One First National  Center,  Omaha,  Nebraska
68102  ("FNB-O"),  FIRST  NATIONAL BANK,  WAHOO,  NEBRASKA,  a national  banking
association  having its  principal  place of business at Wahoo,  Nebraska  68066
("FNB-W"),  NBD BANK, a bank  organized  under the laws of the State of Michigan
and having its  principal  place of business at 611  Woodward  Avenue,  Detroit,
Michigan  48226  ("NBD"),  NORWEST  BANK  NEBRASKA,  N.A.,  a  national  banking
association  having its principal  place of business at 20th and Farnam Streets,
Omaha,  Nebraska 68102 ("Norwest"),  THE SUMITOMO BANK, LIMITED, a Japanese bank
being  represented by its office at 200 North  Broadway,  Suite 1625, St. Louis,
Missouri 63102 and acting through its Chicago  branch  ("Sumitomo"),  MERCANTILE
BANK OF ST. LOUIS,  N.A., a national  banking  association  having its principal
place of business at One  Mercantile  Center,  7th and Washington  Streets,  St.
Louis,   Missouri  63101   ("Mercantile"),   FIRST  BANK,  NATIONAL  ASSOCIATION
(successor  in interest  to FirsTier  Bank,  National  Association),  a national
banking  association  having  its  principal  place  of  business  at 13th and M
Streets,  Lincoln,  Nebraska 68508 ("First Bank"), 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 1996
Term Credit  Agreement  dated as of July 17, 1996, the Second  Amendment to 1996
Term Credit Agreement dated as of July 31, 1996, and the Third Amendment to 1996
Term Credit Agreement dated as of December 27, 1996.


                                   WITNESSETH:

         WHEREAS,  the parties  have  entered into that certain 1996 Term Credit
Agreement,  dated as of May 3, 1996,  as amended by the First  Amendment to 1996
Term Credit  Agreement  dated as of July 17, 1996, the Second  Amendment to 1996
Term Credit  Agreement dated as of July 31, 1996 and the Third Amendment to 1996
Term Credit Agreement dated as of December 27, 1996 (as so amended and restated,
the "1996 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 1996 Term
Credit Agreement; and

                                       4

                                     - 184 -
<PAGE>


         WHEREAS,  the parties do not intend for this 1997 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 1996 Term Credit  Agreement  dated as of May 3,
                           1996,  between  the  Borrower  and  the  Lenders,  as
                           amended by the First  Amendment  to 1996 Term  Credit
                           Agreement,  dated as of July  17,  1996;  the  Second
                           Amendment to 1996 Term Credit Agreement,  dated as of
                           July 31, 1996;  and the Third  Amendment to 1996 Term
                           Credit  Agreement,  dated as of December 27, 1996, as
                           further amended and restated by this 1997 Term Credit
                           Agreement dated as of February 26, 1997,  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, First Bank,  Mercantile,  NBD, Norwest,
                           Sumitomo,  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,  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.

                                       5

                                     - 185 -
<PAGE>


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.

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

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,  and  its  successors  and
                           assigns (it being acknowledged that First Bank is the
                           successor in interest to FirsTier).

First Bank:                First Bank,  National  Association,  a national
                           banking  association  having its  principal  place of
                           business  at 13th and M  Streets,  Lincoln,  Nebraska

                                       6

                                     - 186 -
<PAGE>

                           68508,  and its  successors  and  assigns  (it  being
                           acknowledged  that  First  Bank is the  successor  in
                           interest to FirsTier).

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

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

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.

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

                                        7

                                    - 187 -
<PAGE>

                           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.

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.

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.

Net Worth:                 The  Borrower's  consolidated  net  worth  as  deter-
                           mined   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.

                                       8

                                     - 188 -
<PAGE>

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.
Operative
Documents:                 This 1996 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 Related Loan Agreements, including, without
                           limitation,   the  amounts  outstanding  under  those
                           certain  promissory notes from the Borrower to FNB-O,
                           FirsTier  and FNB-W  dated as of October 13, 1992 and
                           December 7, 1992; the amounts  outstanding  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;   all  extensions,

                           renewals,  and substitutions of or for the foregoing;

                                       9

                                    - 189 -
<PAGE>

                           and all  obligations,  if any,  as to the accrued and
                           unpaid Interest Rate Protection Contract Amounts.

Related
Loan
Agreements:                The  Loan  Agreement  dated  as of  October  9,  1992
                           between the Borrower  and FNB-O,  FirsTier and FNB-W,
                           and the  Revolving  Credit  Agreement,  and any  loan
                           agreements issued in extension, renewal, replacement,
                           or  reinstatement  of the foregoing,  in each case as
                           any such agreement is amended from time to time.

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 1996 Revolving  Credit Agreement dated as of June
                           28,  1996,  between the  Borrower  and the Lenders as
                           amended  by the  First  Amendment  to 1996  Revolving
                           Credit  Agreement,  dated as of July 31, 1996, and by
                           the  Second   Amendment  to  1996  Revolving   Credit
                           Agreement,  dated as of December  27,  1996;  and, as
                           further  amended and  restated by the 1997  Revolving
                           Credit  Agreement,  dated as of  February  26,  1997,
                           between the Borrower and the Lenders,  and as further
                           amended or restated from time to time.

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.
Security
Agreement:                 The 1996 Restated Security  Agreement  restated as of
                           May 3, 1996, between the Borrower and FNB-O, as agent
                           for the Lenders  and others,  as amended by the First
                           Amendment to 1996 Restated Security Agreement,  dated
                           as of June 28,  1996;  the Second  Amendment  to 1996
                           Restated  Security  Agreement,  dated  as of July 31,
                           1996;  and  the  Third  Amendment  to  1996  Restated
                           Security  Agreement,  dated as of December  27, 1996;
                           and as  further  amended  and  restated  by the  1997
                           Security  Agreement  dated as of February  26,  1997,
                           between  the  Borrower  and  FNB-O,  as agent for the

                                       10

                                     - 190 -
<PAGE>

                           Lenders and others and as further amended or restated
                           from  time to time.  References  in the  Notes to the
                           1996  Restated  Security  Agreement  shall  mean  the
                           Security Agreement as defined herein.

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.

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.

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

                                       11

                                    - 191 -
<PAGE>

                                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 NBD,
$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 Sumitomo,  $5,170,000;  (viii) as to
First 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 First Bank 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. This Agreement shall not be deemed to extinguish
any existing  indebtedness of the Borrower under the 1996 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 First 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,  NBD,  Sumitomo,  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,  Total  Indebtedness was at such
date more than  thirty-six (36) times the Operating Cash Flow at the end of such
quarter,  the current  quarter shall be deemed a  "Restricted  Quarter." If, any
time during a Restricted  Quarter  (including,  without  limitation,  during any
period  in  such  quarter  prior  to  delivery  of  the   Quarterly   Compliance
Certificate),  the  interest  rate  accruing  on any 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

                                       12

                                    - 192 -
<PAGE>

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. The Borrower will pay to FNB-O an initial fee equal
to $14,729,  payable at closing. Such fee will be paid to FNB-O and allocated by
FNB-O pro rata among the Banks based on their respective commitments as shown in
Section 2.1 above.  Furthermore,  the  Borrower  will pay 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 First Bank.  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 (other than a prepayment to Broadcast Partners in accordance with
Section 2.6A below)  which is not applied pro rata to the Lenders in  accordance
with Section 8.2. Prepayment penalties will be required as indicated below:

                  (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.

                                       13

                                    - 193 -
<PAGE>


                  (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  Broadcast
                           Partners  or 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 Related Loan Agreements. Nothing herein shall be deemed to alter or
amend the Borrower's obligations under the Related Loan Agreements,  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 and each of its Subsidiaries,  if any, is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and duly  qualified  and in good standing in all states
where it is doing business except where the failure to be so qualified would not
have a material  adverse effect on it and it has full power and authority to own
and operate its properties  and to carry on its business.  As of May 3, 1996 and
the date hereof , the Borrower has no Subsidiaries.

         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


                                       14

                                    - 194 -
<PAGE>

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.

         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.

                                       15

                                    - 195 -
<PAGE>

         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.

         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.


                                       16

                                    - 196 -
<PAGE>

                                  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,
                           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


                                       17

                                    - 197 -
<PAGE>

                           the  Lenders a  certificate  of the chief  financial
                           officer  of the  Borrower  in the form of Exhibit C,
                           setting forth such information  (including  detailed
                           calculations)  sufficient to verify the  conclusions
                           of such officer after due inquiry and review, that:


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

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

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

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

         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.


                                       18

                                    - 198 -
<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 sum of
                           the Total Indebtedness to the Lenders and the holders
                           of the Related Bank Debt to exceed  forty-eight  (48)
                           times Operating Cash Flow.

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

         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;

                                       19

                                    - 199 -
<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.

                  (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.

                                       20

                                    - 200 -
<PAGE>

                  (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
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.

                                       21

                                    - 201 -
<PAGE>

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
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.  The indebtedness to Broadcast  Partners under the Notes
shall not be considered subordinated debt.


         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

                                       22

                                    - 202 -
<PAGE>

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  $1,000,000;   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 the date of this
Agreement  such  acquisitions  in an amount  not to exceed Six  Million  Dollars
($6,000,000)  in the  aggregate  without  the  consent  of the  Lenders  if such
acquisitions are in or from entities which:

                  (a)      are in the  business of electronically communicating
                           time-sensitive  information  to subscribers;

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

                  (c)      except for Market  Communications Group, L.L.C., have
                           a positive  operating  cash flow,  calculated  in the
                           same method as is used to  calculate  the  Borrower's
                           Operating Cash Flow for purposes of this Agreement.


                            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,
                           the perfection and priority of the security  interest
                           in the  Collateral  granted to the  Lenders,  and the
                           Borrower's   compliance  with  applicable  state  and
                           federal laws in connection  with the equity  offering
                           specified in Section 6.1(f)  below),  such opinion to
                           be  satisfactory  in form and substance to counsel to
                           FNB-O.  To the extent  that FNB-O  agrees to accept a
                           post closing  opinion from the Borrowers'  counsel as
                           to  security  interest  issues,  the  same  shall  be

                                       23

                                    - 203 -
<PAGE>

                           delivered no later than ten days after  completion of
                           the necessary  UCC  searches,  which shall be ordered
                           promptly   after   recording  any  UCC   terminations
                           received by the Borrower upon closing of the Purchase
                           Agreement  and in any event,  such  opinion  shall be
                           delivered no later than 30 days after closing;

                  (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;

                  (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,
                           it  being  understood,   however,  that  certain  UCC
                           amendments  and  terminations  will  be  filed  after
                           closing as directed by FNB-O;

                  (d)      FNB-O, as agent, shall have received copies of the
                           Purchase   Agreement,   satisfactory   in  form   and
                           substance to FNB-O;

                  (e)      the closing of the Purchase  Agreement shall occur
                           prior to or  simultaneously  with the closing of this
                           Agreement; and

                  (f)      the Borrower  shall have completed an offering of its
                           common stock and received  proceeds  therefrom in the
                           approximate  amount of  $15,010,000,  satisfactory in
                           form and substance to the Banks.


                           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.

                                       24

                                    - 204 -
<PAGE>


                  (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:


                           (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

                                       25

                                    - 205 -
<PAGE>

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

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

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

                  (j)       A change shall occur after November 8, 1993,
                           directly or  indirectly,  in the ownership or control
                           of the Borrower;  provided,  however, that changes in
                           the  ownership  or control of, or new  issuances  of,
                           voting    common   stock   which   do   not   exceed,
                           cumulatively, 50% of the total issued and outstanding
                           shares of the Borrower as of September 30, 1993 shall
                           not be deemed an Event of Default  under this Section
                           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  pays,  or is determined to be obligated
                           to pay, any indemnity to Broadcast Partners under the
                           Purchase  Agreement  in excess of  $1,000,000  in the
                           aggregate.

         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

                                       26

                                    - 206 -
<PAGE>

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 Related
Loan Agreements (and the operative  documents with respect thereto),  including,
without limitation,  under the Security Agreement.  For purposes of this Article
VII, the term Lenders  includes  First Bank,  Boatmen's  and . 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  Related  Loan
Agreements  (and the operative  documents with respect  thereto) are cumulative.
Any waiver must be in writing by the Lenders and no waiver  shall  constitute  a
waiver as to any other occurrence which constitutes an Event of Default or as to
any party not specifically included in such written waiver.

                                       27

                                    - 207 -
<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 Related Loan  Agreements;  (ii) receive  requests for advances from the
Borrower  under the Related Loan  Agreements 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.

         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;
                                       28


                                    - 208 -
<PAGE>
                  (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,
(a) may consult with legal counsel,  independent  public  accountants  and other
experts  selected by it and shall not be liable for any action  taken or omitted
to be taken in good faith by it in  accordance  with the advice of such counsel,
accountants or experts; (b) makes no representation or warranty with respect to,
and  shall  not be  responsible  for,  the  accuracy,  completeness,  execution,
legality,  validity,  legal  effect or  enforceability  of this 1997 Term Credit
Agreement,  the Notes,  the Related Loan  Agreements or the Related Bank Debt or
the other Operative  Documents or the operative documents under any Related Bank

                                       29

                                    - 209 -
<PAGE>

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.
Notwithstanding  the  foregoing,   Broadcast  Partners  shall  be  permitted  to
subdivide,  transfer or grant a participation in its respective Notes to any of:
Pioneer  Hi-Bred  International,   Inc.,  Farmland  Industries,  Inc.,  Illinois
Agricultural  Service Company, or the majority-owned or controlled  subsidiaries
or  affiliates of any of them.  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 Related Loan  Agreements,  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.

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

                                       30

                                    - 210 -
<PAGE>

         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.

         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 1997
Term Credit Agreement to be executed by their duly authorized corporate officers
as of the day and year first above written.


                                       31

                                     - 211 -
<PAGE>









                                               DATA TRANSMISSION NETWORK
                                               CORPORATION



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


                                       32

                                     - 212 -
<PAGE>







                                               FIRST NATIONAL BANK OF OMAHA




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






NOTICE: A credit  Agreement must be in writing to be enforceable  under Nebraska
law. To protect you and us from any  misunderstandings  or disappointments,  any
contract,  promise,  undertaking,  or offer to forebear repayment of money or to
make any other financial  accommodation in connection with this loan of money or
grant or extension of credit,  or any amendment of,  cancellation of, waiver of,
or  substitution  for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.

                                               INITIALED:


                                               --------
                                               Borrower


                                       33

                                     - 213 -
<PAGE>







                                               THE SUMITOMO BANK, LIMITED





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






NOTICE: A credit  Agreement must be in writing to be enforceable  under Nebraska
law. To protect you and us from any  misunderstandings  or disappointments,  any
contract,  promise,  undertaking,  or offer to forebear repayment of money or to
make any other financial  accommodation in connection with this loan of money or
grant or extension of credit,  or any amendment of,  cancellation of, waiver of,
or  substitution  for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.

                                               INITIALED:


                                               --------
                                               Borrower


                                       34

                                     - 214 -
<PAGE>







                                               FIRST NATIONAL BANK, WAHOO,
                                               NEBRASKA





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






NOTICE: A credit  Agreement must be in writing to be enforceable  under Nebraska
law. To protect you and us from any  misunderstandings  or disappointments,  any
contract,  promise,  undertaking,  or offer to forebear repayment of money or to
make any other financial  accommodation in connection with this loan of money or
grant or extension of credit,  or any amendment of,  cancellation of, waiver of,
or  substitution  for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.

                                               INITIALED:


                                               --------
                                               Borrower


                                       35

                                     - 215 -
<PAGE>







                                               NBD BANK





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






NOTICE: A credit  Agreement must be in writing to be enforceable  under Nebraska
law. To protect you and us from any  misunderstandings  or disappointments,  any
contract,  promise,  undertaking,  or offer to forebear repayment of money or to
make any other financial  accommodation in connection with this loan of money or
grant or extension of credit,  or any amendment of,  cancellation of, waiver of,
or  substitution  for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.

                                               INITIALED:


                                               --------
                                               Borrower


                                       36

                                     - 216 -
<PAGE>







                                               NORWEST BANK NEBRASKA, N.A.




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







NOTICE: A credit  Agreement must be in writing to be enforceable  under Nebraska
law. To protect you and us from any  misunderstandings  or disappointments,  any
contract,  promise,  undertaking,  or offer to forebear repayment of money or to
make any other financial  accommodation in connection with this loan of money or
grant or extension of credit,  or any amendment of,  cancellation of, waiver of,
or  substitution  for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.

                                               INITIALED:


                                               --------
                                               Borrower


                                       37

                                     - 217 -
<PAGE>







                                              MERCANTILE BANK OF ST. LOUIS, N.A.




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






NOTICE: A credit  Agreement must be in writing to be enforceable  under Nebraska
law. To protect you and us from any  misunderstandings  or disappointments,  any
contract,  promise,  undertaking,  or offer to forebear repayment of money or to
make any other financial  accommodation in connection with this loan of money or
grant or extension of credit,  or any amendment of,  cancellation of, waiver of,
or  substitution  for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.

                                               INITIALED:


                                               --------
                                               Borrower


                                       38

                                     - 218 -
<PAGE>






                                               FIRST BANK, NATIONAL ASSOCIATION




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






NOTICE: A credit  Agreement must be in writing to be enforceable  under Nebraska
law. To protect you and us from any  misunderstandings  or disappointments,  any
contract,  promise,  undertaking,  or offer to forebear repayment of money or to
make any other financial  accommodation in connection with this loan of money or
grant or extension of credit,  or any amendment of,  cancellation of, waiver of,
or  substitution  for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.

                                               INITIALED:


                                               --------
                                               Borrower

                                       39

                                     - 219 -
<PAGE>







                                               BANK OF MONTREAL




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





NOTICE: A credit  Agreement must be in writing to be enforceable  under Nebraska
law. To protect you and us from any  misunderstandings  or disappointments,  any
contract,  promise,  undertaking,  or offer to forebear repayment of money or to
make any other financial  accommodation in connection with this loan of money or
grant or extension of credit,  or any amendment of,  cancellation of, waiver of,
or  substitution  for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.

                                               INITIALED:


                                               --------
                                               Borrower

                                       40

                                     - 220 -
<PAGE>







                                               LASALLE NATIONAL BANK





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






NOTICE: A credit  Agreement must be in writing to be enforceable  under Nebraska
law. To protect you and us from any  misunderstandings  or disappointments,  any
contract,  promise,  undertaking,  or offer to forebear repayment of money or to
make any other financial  accommodation in connection with this loan of money or
grant or extension of credit,  or any amendment of,  cancellation of, waiver of,
or  substitution  for any or all of the terms or provisions of any instrument or
document executed in connection with this loan of money or grant or extension of
credit, must be in writing to be effective.

                                               INITIALED:


                                               --------
                                               Borrower


                                       41

                                     - 221 -
<PAGE>




                                    EXHIBIT A



                          TO 1997 TERM CREDIT AGREEMENT
                                      among
                     DATA TRANSMISSION NETWORK CORPORATION,
                          FIRST NATIONAL BANK OF OMAHA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                                    NBD BANK,
                          NORWEST BANK NEBRASKA, N.A.,
                           THE SUMITOMO BANK, LIMITED,
                       MERCANTILE BANK OF ST. LOUIS, N.A.,
                        FIRST BANK, NATIONAL ASSOCIATION,
                                BANK OF MONTREAL
                                       and
                              LASALLE NATIONAL BANK






                                  FORM OF NOTES

                                       42

                                     - 222 -
<PAGE>




                        SECURED BUSINESS PROMISSORY NOTE



Omaha, Nebraska                $
                                -------------------------------
May 3, 1996                                   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 1996 Term Credit  Agreement dated as of May 3, 1996 among Maker,  Lender
and others (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
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

                                       43

                                     - 223 -
<PAGE>

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.

         Maker represents, warrants and covenants as follows:

                                       44

                                     - 224 -
<PAGE>

         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


                                       45

                                     - 225 -
<PAGE>

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


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

         This  Note  shall be  construed  according  to the laws of the State of
Nebraska.

         Unless the content otherwise requires,  all terms used herein which are
defined in the Uniform Commercial Code shall have the meanings therein stated.

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

         Executed as of this 3rd day of May, 1996.

                                             DATA TRANSMISSION NETWORK
                                                CORPORATION


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

                                       46

                                     - 226 -
<PAGE>

<TABLE>
<CAPTION>

                                                                  PROMISSORY NOTE SCHEDULE


                                                           Loan Advances and Payments of Principal

                                                            DATA TRANSMISSION NETWORK CORPORATION


REVOLVING NOTE ADVANCES AND PAYMENTS:


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


</TABLE>

                                       47

                                     - 227 -
<PAGE>


TERM NOTE:


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


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


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

</TABLE>

                                       48

                                     - 228 -
<PAGE>

                                    EXHIBIT B


                          TO 1997 TERM CREDIT AGREEMENT
                                      among
                     DATA TRANSMISSION NETWORK CORPORATION,
                          FIRST NATIONAL BANK OF OMAHA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                                    NBD BANK,
                          NORWEST BANK NEBRASKA, N.A.,
                           THE SUMITOMO BANK, LIMITED,
                       MERCANTILE BANK OF ST. LOUIS, N.A.,
                        FIRST BANK, NATIONAL ASSOCIATION,
                                BANK OF MONTREAL
                                       and
                              LASALLE NATIONAL BANK






                              OFFICER'S CERTIFICATE

                                       49

                                     - 229 -
<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 1996 Term Credit Agreement restated as of December
27, 1996 among Data  Transmission  Network  Corporation,  First National Bank of
Omaha,  First National Bank, Wahoo,  Nebraska,  NBD Bank, Norwest Bank Nebraska,
N.A., The Sumitomo Bank, Limited, Mercantile Bank of St.
Louis,  N.A.,  First Bank,  National  Association,  Bank of Montreal and LaSalle
National Bank.

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             -----------------    ---------------
    Goodwill Amortization    -----------------    ---------------
    Deferred Income Taxes    -----------------    ---------------
    Non-Ordinary Non-Cash
       Charges (Credits)     -----------------    ---------------

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

    Operating Cash Flow = OCF = (a+b)/2 =
                                          ------------------
Leverage Ratio (TI/OCF):
                        ------------------

                                       50

                                     - 230 -
<PAGE>

Section 2.2


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

    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 subordinated debt.

    Position:                 Minimum Net Worth (exclusive of subordinated
                              debt)= $             .
                                      -------------

                              Net Income        Year Ending       Addition (50%)
                              ----------        -----------       --------------
                              $                  12/31/97         $
                                                                   -------------

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

                              Total Minimum Net Worth:            $
                                                                   -------------

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

Section 5.4

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

    Position:                 (48 x OCF)  -  Total Indebtedness  =
                                          -               =
                               ---------     -----------     ------------

                                       51

                                     - 231 -
<PAGE>




 .   Total                     At no time will Adjusted Total Indebtedness

    Indebtedness              exceed 60 x OCF
    plus
    subordinated
    debt plus
    guaranty
    contingencies
    (Adjusted
    Total
    Indebtedness or
    ATI):

    Position:                 Adjusted Total Indebtedness = $
                                                             --------------
                              (60 x OCF) - (ATI) = $
                                                    -----------------
Section 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 on 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         =
                                                                  --------------
                              Dividents and distributions  (excluding  dividends
                              payable  solely  in  stock  of  the  Borrower  and
                              distributions   from  consolidated   Subsidiaries)
                              declared or paid in the most recent  quarter  plus
                              the prior three
                              (3) quarters                     =
                                                                 ---------------

                                       52

                                     - 232 -
<PAGE>

                              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 =            %
                                       -----------
Section 5.19

 .   Capital                   The Borrower shall not make capital expenditures
    Expenditures:             (other than permitted earning  assets  specified
                              in Section  5.19) in any fiscal year,  commencing
                              with the fiscal year beginning January 1, 1997,
                              in excess of $1,000,000

   Position:                  Capital Expenditures this fiscal year = $
                                                                       --------.

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

Section 5.20

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

   Position:                  Acquisitions  (other  than  permitted  unlimited
                              acquisitions)  in the  aggregate  since  the date
                              of this Agreement = $
                                                   -----------.
<TABLE>
<CAPTION>

                              <S>          <C>          <C>           <C>              <C>
                                                                      Principal
                                                        Acquired      Place of          Line of
                              Date         Amount       Company       Business          Business
                              ----         ------       --------      ---------         --------

</TABLE>


                              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

                                     53

                                     - 233 -
<PAGE>

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

        (iii)         an indemnity claim by Broadcast Partners under
                      Section 7.1(m).


Name of Borrower:     Data Transmission Network Corporation

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

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


                                       54

                                     - 234 -
<PAGE>




                                   SCHEDULE A


                          TO 1997 TERM CREDIT AGREEMENT
                                      among
                     DATA TRANSMISSION NETWORK CORPORATION,
                          FIRST NATIONAL BANK OF OMAHA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                                    NBD BANK,
                          NORWEST BANK NEBRASKA, N.A.,
                           THE SUMITOMO BANK, LIMITED,
                       MERCANTILE BANK OF ST. LOUIS, N.A.,
                        FIRST BANK, NATIONAL ASSOCIATION,
                                BANK OF MONTREAL
                                       and
                              LASALLE NATIONAL BANK




                             PERMITTED ENCUMBRANCES

<TABLE>
<CAPTION>

Secured Party                                             Financing Statements

Nebraska Secretary of State
---------------------------
<S>                                                  <C>                <C>                   <C>
First National Bank of Omaha                         12/28/87           #401690
                                                     10/13/92           #564918               Amendment
                                                     11/13/92           #568176               Continued
First National Bank of Omaha, as agent                 5/8/96           #691938               Amendment

FirsTier, Lincoln                                     6/24/87           #384782
First National Bank of Omaha                          2/03/88           #405477               Amendment
First National Bank, Wahoo                            5/28/92           #553205               Continued
NBD, Detroit                                         10/13/92           #564919               Amendment
                                                      2/05/93           #576038               Amendment
                                                     11/10/93           #603168               Amendment
First National Bank of Omaha, as agent                 5/8/96           #691936               Amendment

FirsTier, Lincoln                                     2/10/88           #406144
First National Bank of Omaha                         10/13/92           #564917               Amendment
First National Bank, Wahoo                            1/07/93           #572981               Continued

                                       55

                                     - 235 -
<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

                                       56

                                     - 236 -
<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.

                                       57

                                     - 237 -
<PAGE>

First National Bank, Wahoo                            1/08/93           #30081001734          Cont.
NBD, Detroit                                          2/09/93           #30391203308          Amend.
                                                      11/22/93          #33261003899          Amend.
First National Bank of Omaha, as agent                  7/8/96          #961900902562         Amend.


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

                                       58

                                     - 238 -
<PAGE>

Mississippi Secretary of State
------------------------------


First National Bank of Omaha                         11/12/93           0756092--
First National Bank of Omaha, as agent                 7/8/96           01015782              Amendment

Colorado Secretary of State
---------------------------

First National Bank of Omaha                         11/12/93           932082461
First National Bank of Omaha, as agent                 7/8/96           962051575             Amendment

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


                                       59

                                     - 239 -
<PAGE>

Florida Secretary of State
--------------------------

First National Bank of Omaha                         11/17/93           930000236992
First National Bank of Omaha, as agent                7/10/96           960000142090          Amendment


Texas Secretary of State
------------------------

First National Bank of Omaha                         11/29/93           227591--
First National Bank of Omaha, as agent                 7/8/96            96683548              Amendment


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>

                                       60

                                     - 240 -