1996 TERM CREDIT AGREEMENT


         This 1996 Term Credit Agreement (the "Agreement") is 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"), FARM CREDIT SERVICES
OF THE MIDLANDS, PCA, a production credit association ("Farm Credit") in care of
AGAMERICA,  FCB, a farm  credit bank doing  business  at 206 South 19th  Street,
Omaha,  Nebraska  68102-1745  ("AgAmerica")  and BROADCAST  PARTNERS,  a general
partnership  having its principal place of business at 11275 Aurora Avenue,  Des
Moines, Iowa 50322 ("Broadcast Partners").


                                   WITNESSETH:

         WHEREAS,  the Borrower desires to obtain a term credit facility for the
purpose of acquiring substantially all of the assets of Broadcast Partners; and

         WHEREAS,  the parties do not intend for this 1996 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:


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                                 I. DEFINITIONS

         For purposes of this Agreement, the following definitions shall apply:

AgAmerica:        AgAmerica, FCB, a farm credit bank doing business at 206 South
                  19th Street,  Omaha,  Nebraska 68102-1745,  and its successors
                  and assigns.

Agreement:        This 1996 Term Credit Agreement Agreement dated as of  May 3,
                  1996, between the Borrower and the Lenders.

Banks:                     FNB-O,  FNB-W,  NBD  Norwest, Farm Credit, AgAmerica
                           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.
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


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                           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-0,
                  FirsTier, FNB-W, NBD, Norwest and Boatmen's dated as of May 6,
                  1992, July 7, 1992, October 1, 1992, October 12, 1992, October
                  19, 1992, November 3, 1992, January 4, 1993, February 9, 1993,
                  April 16, 1993,  July 8, 1993,  August 30, 1994,  November 29,
                  1994, and February 27, 1995.

Farm              Credit Farm Credit Services of the Midlands, PCA, a production
                  credit association  organized under the laws of United States,
                  and having its  principal  place of business at 206 South 19th
                  Street, Omaha, Nebraska 68102.

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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  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.

Lenders:          The Banks and Broadcast Partners.

Make-Whole
Premium:          An amount which shall be sufficient as determined by the rele-
                  vant  Bank  in  good  faith  and  on a  reasonable  basis  and
                  certified to the Borrower in writing,  to compensate  the Bank
                  for any loss  (including  any  lost  yield),  cost or  expense
                  incurred  by  the  Bank  (i)  in  liquidating  or  redeploying
                  deposits  or  other  funds  acquired  by the  Bank  to fund or
                  maintain  the loan  prepaid and (ii) in  unwinding,  amending,
                  cancelling  or otherwise  modifying or  terminating  any match
                  funding, swap or other arrangement entered into by the Bank in
                  connection  with acquiring or maintaining  the funding for the
                  loan prepaid.

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 Worth:        The  Borrower's  net  worth  as determined in accordance with
                  generally  accepted  accounting  principles plus  subordinated
                  debt.  For purposes of this  definition,  "subordinated  debt"
                  means indebtedness of the Borrower which is subordinate, in a

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                  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 year from the date of
                  determination.

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

Notes:            Those  certain  promissory  notes  from  the  Borrower  to the
                  Lenders dated as of May 3, 1996 including, without limitation,
                  the Notes to the Banks and to Broadcast Partners 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   average  monthly   earnings  or  loss before
                  interest,  depreciation,  amortization  of goodwill 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
                  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
                  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.


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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 here-
                  after 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,  and the amounts  outstanding  under the
                  revolving  credit notes issued  under the 1995  Restated  Loan
                  Agreement  referenced  below and dated as of June 29, 1995 and
                  under any term notes issued to convert such  revolving  credit
                  notes or any  portion  thereof to a term  obligation,  and all
                  extensions,   renewals,   and  substitutions  of  or  for  the
                  foregoing.
Related
Loan
Agreements:       The Loan  Agreement  dated as of October 9, 1992,  between the
                  Borrower and FNB-O,  FirsTier and FNB-W and the 1995  Restated
                  Loan Agreement  dated as of June 29, 1995 between the Borrower
                  and  FNB-O,  FirsTier,  FNB-W,  NBD,  Norwest,  AgAmerica  and
                  Boatmen's  and  any  loan  agreements   issued  in  extension,
                  renewal,  replacement,  or  restatement  of the foregoing (the
                  "1995 Restated Loan Agreement").

Restricted
Quarter:          Has the meaning set forth in Section 2.2 hereof.

Revolving
Credit Rate:      Has the same meaning as is  defined for such term in the 1995
                  Restated Loan Agreement.

Security
Agreement:        The 1996 Restated Security Agreement dated as of May  3, 1996
                  between the Borrower and FNB-O, as agent for the Lenders and
                  others, as amended from time to time.

Total
Indebtedness:     All loans and other obligations of the Borrower for  borrowed
                  money (including, without limitation, the indebtedness due to
                  the Lenders)

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<PAGE>

                  regardless  of the  maturity  thereof   but  such  term  shall
                  not include  subordinated debt, as such term is defined in the
                  definition of Net Worth up to $15,000,000 if such subordinated
                  debt  is  existing  on  the  date  of  this  Agreement.  It is
                  understood  and  agreed  by the  parties  that,  for  purposes
                  hereof,  Borrower has no  obligations  for  borrowed  money to
                  Broadcast  Partners  other than as is  evidenced  by the Notes
                  payable  to  Broadcast  Partners.  It is  understood  that the
                  Borrower  does have other  obligations  to Broadcast  Partners
                  under the Purchase Agreement.
Triggering
Event:            Has 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.


                                II. TERM FACILITY

         2.1. Term Credit.  Upon the date of this Agreement,  the Banks agree to
advance $29,458,000 to the Borrower for the purchase of substantially all of the
assets of Broadcast Partners. Such advances shall be made 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,  $1,822,000;  and (v) as to Farm  Credit,  $10,388,000.  In
addition, Broadcast Partners will receive a note for $18,732,000, representing a
portion of the purchase price  consideration due to Broadcast Partners under the
Purchase Agreement.

         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; provided, however, that 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 four percent (4.00%). 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 in excess of 300% of Net Worth, the current quarter shall
be deemed a "Restricted

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Quarter."  If,  any  time  during  a  Restricted  Quarter  (including,   without
limitation, during any period in such quarter prior to delivery of the Quarterly
Compliance  Certificate),  the interest  rate  accruing on any Note is less than
seven and one-half  percent  (7.50%),  a "Trigger Event" shall be deemed to have
occurred.  Upon  the  occurrence  of a  Trigger  Event,  the  Borrower  shall be
obligated  to pay the Lenders  the  following  fees:  (i)  three-eighths  of one
percent (.375%) of the outstanding principal balance of such Note as of the date
preceding  the  Trigger  Event,  which  amount  shall be payable  promptly  upon
invoicing by FNB-O;  (ii) the same amount as computed in clause (i),  payable on
the six-month  anniversary  of the Trigger  Event;  and (iii) the same amount as
computed in clause (i), payable on the  twelve-month  anniversary of the Trigger
Event.

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

         2.4.     Fees.  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.

         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.  The Borrower may prepay without penalty the principal
loan amount  outstanding  under all Notes in full,  but only 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.   Prepayments of

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less than all the Notes in full will not be permitted  without the prior written
consent of FNB-O.  If a prepayment  occurs on any date other than June 30, 1999,
the Borrower  shall pay to each Bank,  at each Bank'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.  The
Borrower shall not be obligated to pay a Make-Whole Premium or prepayment fee to
Broadcast Partners.

         2.6A Permitted  Prepayments to Broadcast Partners.  Notwithstanding the
provisions of Section 2.6, so long as no Event of Default  exists  hereunder and
so long as no Event of Default  will exist after the  prepayment,  the  Borrower
shall be permitted to prepay Broadcast Partners in the event that: (i) the Banks
or any of them agree, in their sole and absolute  discretion,  to increase their
commitment under Section 2.1 for the purposes of funding such  prepayment;  (ii)
the revolving  credit facility  provided for in the 1995 Restated Loan Agreement
is increased above  $46,500,000  (excluding  notes converted to term obligations
thereunder);  (iii) another lender agrees to become a Lender  hereunder,  with a
commitment sufficient to fund such prepayment,  and such Lender is acceptable to
the other  Lenders in their sole and absolute  discretion,  it being agreed that
such other  approved  Lenders will be entitled to same terms and  conditions and
pari passu status as the other Lenders  hereunder;  or (iv) the Borrower  raises
additional  equity  capital in a manner  reasonably  acceptable to the Banks and
that results in  corresponding  increase (less offering costs) in the Borrower's
Net Worth as of the date thereof.

         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]

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                       IV. REPRESENTATIONS AND WARRANTIES

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

         4.1 Corporate  Existence.  It is a corporation duly organized,  validly
existing and in good  standing  under the laws of the State of Delaware and duly
qualified  and in good standing in all states  except  Alaska,  Hawaii and Rhode
Island,  and it has full power and  authority to own and operate its  properties
and to carry on its business.

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

         4.3 Validity of  Agreements.  Its  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.  It is not 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 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.


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         4.6 Defaults Under Other  Documents.  The Borrower is not 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  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.  It is  not  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 its Operative  Documents or which could have a material  adverse effect
upon its ability to perform its obligations under its Operative Documents.

         4.9 Taxes.  All its tax returns for material taxes required to be filed
have been filed or extensions permitted by law have been obtained;  all taxes 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 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 place where it
keeps its records  concerning the Collateral is Suite 200, 9110 West Dodge Road,
Omaha, Nebraska 68114.

         4.11  Pension  Benefits.  The  Borrower  does not  maintain a "Plan" as
defined in Section 3 of the  Employees  Retirement  Income  Security Act of 1974
("ERISA") or is in compliance with the minimum funding requirements with respect
to any such "Plan"  maintained by the Borrower and the Borrower has not incurred
any material liability to the Pension Benefit Guaranty  Corporation  ("PBGC") or
otherwise under ERISA in connection with any such Plan.


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<PAGE>

         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 is
truly and accurately set forth in the most recent financial  statement which has
been provided to the Lenders and no material  adverse  change has occurred which
would make such financial statement inaccurate or misleading.


                                  V. COVENANTS

         The Borrower hereby covenants that:

         5.1  Financial Reports.

                  (a) Within  forty-five  (45) days after the end of each month,
         the Borrower, at its sole expense,  shall furnish the Lenders a balance
         sheet and statement of earnings of the Borrower, 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 balance sheet and statement of earnings of the Borrower,
         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 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) or 5.11; or (2) have discovered
         such condition or event, as

                                       12

                                    - 115 -
<PAGE>
         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 30 days after  submission  to the  Securities  and
         Exchange  Commission,  the Borrower shall provide to the Lenders copies
         of its Forms 10K and 10Q, as submitted to the  Securities  and Exchange
         Commission during the term of this Agreement.

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

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

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

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

         5.2    Corporate Structure and Assets.  The Borrower shall not merge or
consolidate  with any other  corporation  or entity unless the Borrower shall be
the surviving entity, nor sell any assets except items that are obsolete  or  no


                                       13

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<PAGE>
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.

         5.3 Net Worth.  The Borrower  shall maintain a minimum Net Worth during
the term of this Agreement of at least $23,500,000;  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 to exceed forty-eight times Operating
         Cash Flow.

                  (b)  The   Borrower   shall  not  at  any  time  permit  Total
         Indebtedness to exceed 350% of Net Worth.

                  (c) On the day the Borrower 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,  plus  the  Borrower's
         contingent  obligations  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 times Operating Cash Flow at such date.


                                       14

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<PAGE>
         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;

                  (c) any default or event of default  involving  the payment of
         money  under any  agreement  or  instrument  which is  material  to the
         Borrower to which the  Borrower 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.

         5.7  Distributions.

                  (a) The Borrower  shall not 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'


                                       15

                                    - 118 -
<PAGE>
         consent  with  respect  to  dividends  in any one year  which  are,  in
         aggregate,  less than 25% of the Borrower's net operating  profit after
         taxes  in the  previous  four  quarters,  as  reported  to the  Lenders
         pursuant to Section 5.1.

                  (b) The  Borrower  shall not  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 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 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 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  shall keep true books of record and accounts
         in which full and  correct  entries  shall be made of all its  business
         transactions,  all in accordance  with  generally  accepted  accounting
         principles consistently applied.

                  (c) The  Borrower  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.

                  (d)  The  Borrower  shall  pay  all  taxes,   assessments  and
         governmental  charges  or  levies  imposed  upon  it or  its  property;
         provided,  however,  that the Borrower 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  liability  insurance  and
         casualty  insurance  upon  the  Collateral   (excluding   equipment  or
         inventory  provided to subscribers in the ordinary  course of business)


                                       16

                                    - 119 -
<PAGE>
         and other tangible  assets.  The Borrower shall name the Lenders as the
         loss payee on all such casualty insurance, and as an additional insured
         on all such  liability  insurance  and shall  provide the Lenders  with
         evidence of such insurance upon request.

         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.cThe Borrower shall not guaranty or become responsible
for the indebtedness of any other person or entity.

         5.12  Collateral.  The Borrower  shall not 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  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 Banks,  but at the sole expense of the
Borrower, any and all rights and remedies (including, without limitation, rights
to  indemnity),  that it may have with  respect to the  existence  of any liens,
security  interests or other  encumbrances that may exist on the property of the
Borrower  acquired  from  Broadcast  Partners  under  the  Purchase   Agreement.
Notwithstanding  anything  else  to the  contrary  herein  or in  the  Operative
Documents,  Broadcast  Partners  shall have no right to share in the proceeds of
any such recovery which  constitutes  the proceeds of any indemnity claim by the
Borrower under the Purchase Agreement.

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

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

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

                                       17

                                    - 120 -
<PAGE>
                  (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 of the  following has occurred with
         respect to three  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  person as an  officer  and  director  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 person.

         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. The Borrower shall not incur any subordinated
debt or issue any preferred  stock or warrants for  preferred  stock except upon
the prior  written  consent  of the  Lenders.  The  Borrower  shall not 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.


                            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


                                       18

                                    - 121 -
<PAGE>
         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
         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  15
         calendar days after the date on which such payment was invoiced or due.

                                       19
<PAGE>
                  (c) Any  representation  or warranty of the Borrower under any
         of the Operative  Documents,  or any financial reports or statements or
         certificates submitted pursuant to this Agreement,  shall prove to have
         been false in any material respect when made.

                  (d) A failure of the  Borrower to comply with any  requirement
         or  restriction  contained in Sections 5.1,  5.2, 5.3, 5.4, 5.7,  5.11,
         5.12, 5.13, 5.14, 5.15 or 5.16 of this Agreement.

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

                  (f) The  occurrence  of a  default  or a breach  of any of the
         Borrower's obligations 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 for the
         payment of money, which is not covered by insurance, and the expiration
         of 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  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 the
                  Borrower 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

                                       20

                                    - 122 -
<PAGE>
                           (2) A court of competent  jurisdiction shall enter an
                  order,  judgment or decree  approving a petition filed against
                  the  Borrower  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 of all or any part of its
                  property, or of any or all of the royalties,  revenues, rents,
                  issues or profits  thereof,  shall be  appointed  without  the
                  consent or acquiescence of the Borrower 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 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  Loan
         Agreement and the expiration of any applicable cure period thereunder.

                                       21

                                    - 123 -
<PAGE>
                  (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
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 AgAmerica. 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.


                     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. For purposes
of this  Article  VIII,  the term Lenders  includes  First Bank,  Boatmen's  and
AgAmerica 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

                                       22

                                    - 124 -
<PAGE>
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 material 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,   any  reduction  or
compromise of the principal loan amount of the Notes or any Related Bank Debt or
the amount or rate of interest  accrued or accruing  thereon or extension of the
date of any  scheduled  payment  shall  require  the  unanimous  approval of the
Lenders.

         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 1995 Restated Loan Agreement between the Borrower
         and certain of the Banks;

                  (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:

                                       23

                                    - 125 -
<PAGE>
                  (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 total principal loan amount then outstanding which is owing to
         each such  Lender  under its Notes and under its share,  if any, of the
         Related Bank Debt, and (y) the  denominator of which shall be the total
         principal  loan amount then  outstanding  which is owing to the Lenders
         under all Notes and Related Bank Debt.

Prepayments  made  pursuant  to Section  2.6A and  payments  under the  Purchase
Agreement  shall  not be  subject  to this  Section  8.2,  it being  understood,
however,  that  prepayments  under Section 2.6A shall not be permitted after the
occurrence  of an Event of  Default  without  the prior  written  consent of the
Banks. 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 1996 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
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

                                       24

                                    - 126 -
<PAGE>
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.

         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.  Broadcast Partners is added to this Agreement
and: (i) except as otherwise  expressly  provided in this  Agreement or the 1996
Restated Security Agreement,  shall have the same rights as Lender hereunder and
under the 1996 Restated  Security  Agreement as the other Lenders;  and (ii) the
Financing  Statements  filed in Nebraska and Iowa naming FNB-O as secured  party
and the  Borrower  as debtor  shall be in favor of FNB-O as agent for itself and
the other Lenders, including Broadcast Partners.

                                       25

                                    - 127 -
<PAGE>
                            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.

         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


                                       26

                                    - 128 -
<PAGE>
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 1996
Term Credit Agreement to be executed by their duly authorized corporate officers
as of the day and year first above written.

                                       27

                                    - 129 -
<PAGE>

                                          DATA TRANSMISSION NETWORK CORPORATION



                                          By
                                          Title:



                                       28

                                    - 130 -
<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

4866E



                                       29

                                    - 131 -
<PAGE>







                                          BROADCAST PARTNERS


                                          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

4866E



                                       30

                                    - 132 -
<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

4866E



                                       31

                                    - 133 -
<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

4866E



                                       32

                                    - 134 -
<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

4866E



                                       33

                                    - 135 -
<PAGE>





                                          FARM CREDIT SERVICES OF THE MIDLANDS,
                                          PCA



                                          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

4866E



                                       34

                                    - 136 -
<PAGE>



                                    EXHIBIT A

                          TO 1996 TERM CREDIT AGREEMENT
                                     BETWEEN
                          FIRST NATIONAL BANK OF OMAHA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                                    NBD BANK,
                          NORWEST BANK NEBRASKA, N.A.,
                   FARM CREDIT SERVICES OF THE MIDLANDS, PCA,
                             BROADCAST PARTNERS AND
                      DATA TRANSMISSION NETWORK CORPORATION




                                  FORM OF NOTES





                                       1

                                    - 137 -
<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

                                       2

                                    - 138 -
<PAGE>


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

         Payment of this Note and the performance of Maker's  obligations  under
the  Agreement  ("Obligations")  are secured by a security  interest  granted to
First  National  Bank of Omaha,  as agent for the Lenders and others  ("Agent"),
under a 1996 Restated Security  Agreement dated as of May 3, 1996 (the "Restated
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 Restated
         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:


                                       3

                                    - 139 -
<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
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

                                       4

                                    - 140 -
<PAGE>


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:

4866E/34-38
                                       5


                                    - 141 -
<PAGE>


                                    EXHIBIT B

                          TO 1996 TERM CREDIT AGREEMENT
                                     BETWEEN
                          FIRST NATIONAL BANK OF OMAHA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                                    NBD BANK,
                          NORWEST BANK NEBRASKA, N.A.,
                   FARM CREDIT SERVICES OF THE MIDLANDS, PCA,
                             BROADCAST PARTNERS AND
                      DATA TRANSMISSION NETWORK CORPORATION






                              OFFICER'S CERTIFICATE




                                    - 142 -
<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 (the "Agreement") dated
as of May 3, 1996,  between First  National Bank of Omaha,  First National Bank,
Wahoo, Nebraska, NBD Bank, Norwest Bank Nebraska,  N.A., Farm Credit Services of
the  Midlands,  PCA in care of  AgAmerica,  FCB,  Broadcast  Partners  and  Data
Transmission Network Corporation.

The following calculations are as of  (statement date) as required by
section 5.1(d) of said

Agreement:

Evaluations:

Total Indebtedness/Net Worth =         /        =       %
(for the purposes of this document  this calculation  will  be  abbreviated  by
TI/NW).

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 =


Section 2.2

o                     Trigger Fee: If TI/NW exceeds 300%, 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.

                                       1

                                    - 143 -
<PAGE>


Section 5.3

o    Net Worth:        A minimum Net  Worth  (exclusive of subordinated debt) of
                       $23,500,000 is required.

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


Section 5.4

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

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

o    Indebtedness:     At no time will TI/NW exceed 350%.

    Position:                 TI/NW =           %

o   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 5.15

o    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 =        %

Additional Representations:


                                       2

                                    - 144 -
<PAGE>


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

    There has/has not been:

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

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

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


Name of Borrower:             Data Transmission Network Corporation

Signature:

Title:


                                       3

                                       1

                                    - 145 -
<PAGE>


                                   SCHEDULE A

                          TO 1996 TERM CREDIT AGREEMENT
                                     BETWEEN
                          FIRST NATIONAL BANK OF OMAHA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                                    NBD BANK,
                          NORWEST BANK NEBRASKA, N.A.,
                   FARM CREDIT SERVICES OF THE MIDLANDS, PCA,
                             BROADCAST PARTNERS AND
                      DATA TRANSMISSION NETWORK CORPORATION



                             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
                                                      5/  /96                                            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

FirsTier, Lincoln                                     2/10/88                  #406144
First National Bank of Omaha                         10/13/92                  #564917                   Amendment
First National Bank, Wahoo                            1/07/93                  #572981                   Continued
NBD, Detroit                                          2/05/93                  #576039                   Amendment
                                                     11/10/93                  #603169                   Amendment

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


Douglas County Clerk, Nebraska

                                       1
</TABLE>




                                    - 146 -
<PAGE>


<TABLE>
<CAPTION>


<S>                                                  <C>                       <C>                       <C>
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
</TABLE>
                                       2



                                    - 147 -
<PAGE>


<TABLE>
<CAPTION>



Iowa Secretary of State

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


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


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


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


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

                                       3
</TABLE>




                                    - 148 -
<PAGE>

<TABLE>
<CAPTION>


Indiana Secretary of State

<S>                                                   <C>                      <C>                        <C>
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                  #187451                   Amendment
                                                     11/12/93                  #1878806                  Amendment
</TABLE>

                                       4

                                    - 149 -
<PAGE>
<TABLE>
<CAPTION>



Minnesota Secretary of State

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


South Dakota Secretary of State

FirsTier, Lincoln                                     2/10/88                  880410802864
First National Bank of Omaha                         10/16/92                  #22901003596              Amendment
First National Bank, Wahoo                            1/08/93                  #30081001734              Continued
NBD, Detroit                                          2/09/93                  #30391203308              Amendment
                                                     11/22/93                  #33261003899              Amendment


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


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              Continued
NBD, Detroit                                          2/09/93                  #02099338901              Amendment
                                                     11/12/93                  #1129331801               Amendment
</TABLE>


<TABLE>
<CAPTION>


Kentucky Secretary of State

<S>                                                     <C>               <C>
First National Bank of Omaha                            11/12/93          134318


Pennsylvania Department of State

First National Bank of Omaha                            11/12/93        22571277

</TABLE>

                                       5


                                    - 150 -
<PAGE>
<TABLE>
<CAPTION>


Oklahoma Secretary of State

<S>                                                     <C>             <C>
First National Bank of Omaha                            11/12/93        059782

</TABLE>

                                       6

                                    - 151 -
<PAGE>


<TABLE>
<CAPTION>


Mississippi Secretary of State

<S>                                                  <C>              <C>
First National Bank of Omaha                         11/12/93         0756092--


Colorado Secretary of State

First National Bank of Omaha                         11/12/93          932082461


California Secretary of State

First National Bank of Omaha                         11/12/93           93229491


Washington Secretary of State

First National Bank of Omaha                         11/15/93          933190075


Montana Secretary of State

First National Bank of Omaha                         11/15/93             419540


Arizona Secretary of State

First National Bank of Omaha                         11/15/93             765359


North Carolina Secretary of State

First National Bank of Omaha                         11/15/93             050742


North Dakota Secretary of State

First National Bank of Omaha                         11/16/93       93-380331


Florida Secretary of State

First National Bank of Omaha                         11/17/93       930000236992

</TABLE>

                                       7
<PAGE>

<TABLE>
<CAPTION>


Texas Secretary of State

<S>                                                  <C>                <C>
First National Bank of Omaha                         11/29/93           227591--

                                       8
</TABLE>

                                       2



                                    - 152 -
<PAGE>