FIRST AMENDMENT TO 1997 TERM CREDIT AGREEMENT


         THIS  FIRST  AMENDMENT  to  1997  TERM  CREDIT  AGREEMENT  (the  "First
Amendment")  is intended  to amend the terms of the 1997 Term  Credit  Agreement
(the "Agreement") dated as of February 26, 1997, among DATA TRANSMISSION NETWORK
CORPORATION; FIRST NATIONAL BANK OF OMAHA; FIRST NATIONAL BANK, WAHOO, NEBRASKA;
NBD BANK,  N.A.;  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. All terms and conditions of the Agreement
shall remain in full force and effect except as expressly  amended  herein.  All
capitalized  terms herein shall have the meanings  prescribed in the  Agreement.
The Agreement shall be amended as follows:

     The parties hereby acknowledge that, effective as of the date hereof:

     1.  Section 5.20 of the Agreement is amended to read as follows:

         5.20  Acquisitions.  The  Borrower  shall not  acquire any stock or any
         equity  interest in, or warrants  therefor or securities into the same,
         or a substantial  portion of the assets of,  another entity without the
         prior  written  consent of the  Lenders;  provided,  however,  that the
         Borrower  shall be  permitted  to make on a  cumulative  basis from and
         after July 1, 1997 such acquisitions in an amount not to exceed Fifteen
         Million Dollars  ($15,000,000) 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 or
         Canada; and

              (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; and

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

         This First Amendment shall not affect and there remain outstanding from
the Borrower to the Banks, the existing Notes and the Related Bank Debt.

         This First Amendment may be executed in several  counterparts  and such
counterparts together shall constitute one and the same instrument.

         Except as expressly  agreed  herein,  all terms of the Agreement  shall
remain in full force and effect.

         IN WITNESS WHEREOF,  the undersigned have executed this FIRST AMENDMENT
TO 1997 TERM CREDIT AGREEMENT dated as of February 1, 1998.


                                      DATA TRANSMISSION NETWORK CORPORATION



                                      By/s/ Brian L. Larson
                                        ---------------------------------
                                        Title: Vice President, CFO and Secretary




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                                      FIRST NATIONAL BANK OF OMAHA



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






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

                                      INITIALED:


                                      Borrower


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<PAGE>


                                      THE SUMITOMO BANK, LIMITED


                                      By /s/ Michael F. Murphy
                                        Title:Vice President and Manager


                                      By/s/ Teresa A. Lekich
                                        Title:Vice President







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

                                      INITIALED:


                                      Borrower


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<PAGE>


                                      FIRST NATIONAL BANK, WAHOO,
                                      NEBRASKA



                                      By/s/ Elizabeth Rezac
                                        Title:Second Vice President





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

                                      INITIALED:


                                      Borrower


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<PAGE>


                                      NBD BANK


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






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

                                      INITIALED:


                                      Borrower


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<PAGE>





                                      NORWEST BANK NEBRASKA, N.A.




                                      By /s/ Kevin Munro
                                        Title:Vice President






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

                                      INITIALED:


                                      Borrower


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<PAGE>





                                      LASALLE NATIONAL BANK, a national
                                      banking association




                                      By/s/ Tom Harmon
                                        Title:Assistant Vice President




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

                                      INITIALED:


                                      Borrower


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<PAGE>






                                      MERCANTILE BANK OF
                                      ST. LOUIS, N.A.


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





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

                                      INITIALED:


                                      Borrower



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<PAGE>





                                      FIRST BANK, NATIONAL ASSOCIATION


                                      By /s/Beth Morgan
                                        Title:Vice President




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

                                      INITIALED:


                                      Borrower



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<PAGE>




                                      BANK OF MONTREAL,
                                      Chicago Branch




                                      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



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