FIRST AMENDMENT TO 1996 RESTATED SECURITY AGREEMENT

         THIS FIRST AMENDMENT TO 1996 RESTATED SECURITY AGREEMENT is intended to
amend the 1996 RESTATED SECURITY  AGREEMENT (the "Agreement") dated as of May 3,
1996 by and 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 "Debtor"),  FIRST NATIONAL BANK OF OMAHA, a national
banking association having its principal place of business at One First National
Center,  Omaha,  Nebraska 68102 as agent ("Secured  Party") for itself and 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 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"),  FIRST
BANK, NATIONAL ASSOCIATION,  a national banking association having its principal
place of business at 13th and M Streets,  Lincoln, Nebraska 68508 ("First Bank")
(it being  acknowledged that First Bank is the successor in interest to FirsTier
Bank, National Association,  Lincoln, Nebraska ("FirsTier")),  and THE BOATMEN'S
NATIONAL BANK OF ST. LOUIS, a national banking  association having its principal
place of business at One Boatmen's Plaza,  800 market Street,  P.O. Box 236, St.
louis, Missouri 63166-0236 ("Boatmen's"),  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 59322
("Broadcast  Partners")  (collectively,  and together with any other Lender that
hereinafter becomes a party to any "Loan Agreement" as hereinafter  defined, the
"Lenders").

         1. THE SUMITOMO BANK, LIMITED, a Japanese bank being represented by its
office at 200 North Broadway,  Suite 1625, St. Louis,  Missouri 63102 and acting
through its Chicago branch  ("Sumitomo") and MERCANTILE BANK OF ST. LOUIS, N.A.,
a national  banking  association  having its principal  place of business at One
Mercantile  Center,  7th and  Washington  Streets,  St. Louis,  Missouri,  63101
("Mercantile") are hereby added to the definition of "Lenders" referenced in the
Agreement.

         2.       Replace clause (ii) of Section 3 with the following:
"under the 1996 Revolving Credit Agreement dated as of June 28,
1996, as amended from time to time between the Debtor and First
National Bank of Omaha, First National Bank, Wahoo, Nebraska,
Norwest Bank Nebraska, N.A., NBD Bank, Farm Credit Services of
the Midlands, PCA, The Sumitomo Bank, Limited, Mercantile Bank of
St. Louis, N.A. First Bank, National Association and The
Boatmen's National Bank of St. Louis."




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         3. In the last sentence of Section 9 (i), change "Article 8 of the 1996
Term  Credit  Agreement  dated as of May 3,  1996" to  "Article  VII of the 1996
Revolving Credit Agreement as in effect on June 28, 1996."

         4.       Unanimous approval of the Lenders shall be required for
changes to Section 9(i) of the Agreement.




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         IN WITNESS WHEREOF,  the undersigned have executed this FIRST AMENDMENT
TO 1996 RESTATED SECURITY AGREEMENT as of June 28, 1996.


                                    DATA TRANSMISSION NETWORK
                                            CORPORATION


                                    By:  /s/  Brian Larson
                                         ------------------
                                    Title:           CFO, Secretary & Treasurer


                                    FIRST NATIONAL BANK OF OMAHA

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





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