1995 RESTATED LOAN AGREEMENT

        This 1995 Restated Loan Agreement (the  "Agreement")  is entered into as
of the 29th day of June, 1995 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"),  FIRSTIER BANK,
NATIONAL  ASSOCIATION,  LINCOLN,  NEBRASKA a national banking association having
its principal place of business at 13th and M Streets,  Lincoln,  Nebraska 68508
("FirsTier"),   FIRST  NATIONAL  BANK,  WAHOO,   NEBRASKA,  a  national  banking
association  having its  principal  place of business at Wahoo,  Nebraska  68066
("FNB-W"),  NBD BANK, a bank  organized  under the laws of the State of Michigan
and having its  principal  place of business at 611  Woodward  Avenue,  Detroit,
Michigan  48226  ("NBD"),  NORWEST  BANK  NEBRASKA,  N.A.,  a  national  banking
association  having its principal  place of business at 20th and Farnam Streets,
Omaha,  Nebraska 68102 ("Norwest"),  THE 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"),  and  AgAmerica,  FCB, a farm credit  bank doing  business at 206
South 19th Street, Omaha, Nebraska 68102-1745 ("AgAmerica").


                                   WITNESSETH:

        WHEREAS,  the  Borrower,   FNB-O,  FirsTier,  FNB-W,  NBD,  Norwest  and
Boatmen's  are  parties  to  a  1993  Restated  Loan   Agreement   dated  as  of
November\8,\1993,  as amended by a First  Amendment to Restated  Loan  Agreement
dated as of April\11,\1994, a Second Amendment to and Extension of Restated Loan
Agreement  dated as of  June\29,\1994,  a Third  Amendment to 1993 Restated Loan
Agreement dated as of August\30,\1994,  a Fourth Amendment to 1993 Restated Loan
Agreement dated as of November\29,\1994, a Fifth Amendment to 1993 Restated Loan
Agreement dated as of February\27,\1995,  and a Sixth Amendment to 1993 Restated
Loan Agreement dated as of April\28,\1995;




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<PAGE>
        WHEREAS,  the  Borrower,   FNB-O,  FirsTier,  FNB-W,  NBD,  Norwest  and
Boatmen's  wish to further  amend such prior 1993 Restated  Loan  Agreement,  as
amended;

        WHEREAS,  the  Borrower,   FNB-O,  FirsTier,  FNB-W,  NBD,  Norwest  and
Boatmen's wish to restate such prior 1993 Restated Loan  Agreement,  as amended,
and to have this 1995 Restated Loan Agreement be the controlling  agreement with
respect to the matters set forth  herein,  which shall  supersede the prior 1993
Restated Loan Agreement, as amended;

        WHEREAS,  the  Borrower,   FNB-O,  FirsTier,  FNB-W,  NBD,  Norwest  and
Boatmen's do not intend for this 1995  Restated  Loan  Agreement to be deemed to
extinguish any existing indebtedness of the Borrower or to release, terminate or
affect the priority of any security therefor; and

        WHEREAS,  AgAmerica  wishes to become a party to this 1995 Restated Loan
Agreement, and the other parties are agreeable thereto;

        NOW, THEREFORE, in consideration of the premises, and for other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, it is agreed as follows:


                                                 I.  DEFINITIONS

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

ADVANCE:          Any  advance of funds to the  Borrower  by the Banks or any of
                  them pursuant to this Agreement.

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 1995 Restated Loan  Agreement  dated as of  June\29,\1995
                  between the Borrower and the Banks.

BANKS:            FNB-O, FirsTier, FNB-W, NBD, Norwest, Boatmen's and AgAmerica.

BASE RATE:        The floating  interest rate announced from time to time
                  by FNB-O as its  "National  Base  Rate."  This  rate is set by
                  FNB-O,  solely in its  discretion,  to reflect  generally  the
                  rates  charged  by  national   money  center  banks  as  their
                  reference rates. (Previously, the rate was announced by


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<PAGE>

                  FNB-O as its "New York Base Rate.") Rates charged by FNB-O may
                  be at, above or below the National Base Rate, as determined by
                  FNB-O as to each respective customer.

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.

BUSINESS
DAY:              Any day other than a  Saturday,  Sunday or a legal  holiday on
                  which  banks  in the  State  of  Nebraska  are  not  open  for
                  business.

CHANGE OF
CONTROL:          (a) At any  time  when  any of the  equity  securities  of the
                  Borrower   shall  be  registered   under  Section  12  of  the
                  Securities  Exchange  Act of 1934 as amended from time to time
                  (the  "Exchange  Act"),  (i) any  person,  entity  or  "group"
                  (within the meaning of Section  13(d)(3) of the Exchange  Act)
                  (other than any person which is a management employee,  or any
                  such "group" which consists entirely of management  employees,
                  of the  Borrower)  being or  becoming  the  beneficial  owner,
                  directly or  indirectly,  of more than 50% of the voting stock
                  of the  Borrower,  or (ii) a  majority  of the  members of the
                  Borrower's  board of directors  (the  "Board")  consisting  of
                  persons  other  than  Continuing   Directors  (as  hereinafter
                  defined);  and (b) at any  other  time,  less  than 50% of the
                  voting  stock  of  the  Borrower  being  owned   beneficially,
                  directly or  indirectly,  by  employees of the Borrower or its
                  subsidiaries.  As used herein, the term "Continuing  Director"
                  means any member of the Board on the date hereof 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.




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<PAGE>
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,
                  chattel  paper,  documents,   instruments,  goods,  inventory,
                  equipment, general intangibles; and

                  (b) all proceeds and products of the foregoing.

CONVERSION:       This term shall have the meaning set forth in Section 2.3.

EXISTING
TERM              NOTES:  Those  certain  promissory  notes from the Borrower to
                  FNB-O, FirsTier, FNB-W, NBD, Norwest and Boatmen's dated as of
                  January\15,  1992,  February\4,  1992,  March\3,  1992, May\6,
                  1992, July\7, 1992, October\1, 1992, October\12, 1992, October
                  13, 1992,  October\19,  1992,  November\3,  1992,  December 7,
                  1992, December\31,  1992, January\4,  1993, February\9,  1993,
                  April\16,  1993, July\8, 1993, August\30,  1994,  November\29,
                  1994,  and  February\27,  1995, all as described on Schedule A
                  hereto.

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.

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.

FIXED RATE
NOTICE:           This term shall have the meaning set forth in Section 2.4.

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.

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<PAGE>
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
                  manner  satisfactory to the Banks, to the  indebtedness due to
                  the Banks,  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.

     Note A:  Promissory  note  dated  as of the  date  hereof  and  made by the
     Borrower to FNB-O in the principal amount of $9,315,000,  or any promissory
     note given in extension or substitution thereof.

     Note B:  Promissory  note  dated  as of the  date  hereof  and  made by the
     Borrower  to  FirsTier  in  the  principal  amount  of  $3,795,000,  or any
     promissory note given in extension or substitution thereof.

     Note C:  Promissory  note  dated  as of the  date  hereof  and  made by the
     Borrower to FNB-W in the principal  amount of $345,000,  or any  promissory
     note given in extension or substitution thereof.

     Note D:  Promissory  note  dated  as of the  date  hereof  and  made by the
     Borrower to NBD in the principal  amount of  $7,245,000,  or any promissory
     note given in extension or substitution thereof.

     Note E:  Promissory  note  dated  as of the  date  hereof  and  made by the
     Borrower  to  Norwest  in  the  principal  amount  of  $6,555,000,  or  any
     promissory note given in extension or substitution thereof.

     Note F:  Promissory  note  dated  as of the  date  hereof  and  made by the
     Borrower  to  AgAmerica  in  the  principal  amount  of  $7,245,000  or any
     promissory note given in extension or substitution thereof.


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<PAGE>

NOTES:            Note A,  Note B,  Note C,  Note D,  Note E and  Note F and any
                  separate  promissory  notes given to  evidence  the term loans
                  created by Conversion.

OPERATING
CASH              FLOW: The Borrower's  average monthly  earnings or loss before
                  interest, depreciation 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 1995 Restated Loan Agreement, the Related Loan Agreement,
                  the Notes,  the Existing Term Notes,  the Security  Agreement,
                  the  financing  statements  regarding the  Collateral  and the
                  documents and certificates delivered pursuant to Article V.

PRINCIPAL
LOAN AMOUNT:      As to the Revolving  Credit  facility,  the aggregate
                  principal  amount of all unpaid  Advances  outstanding  at any
                  time not including the unpaid  balance under the Existing Term
                  Notes or any amounts  converted to a term loan hereunder,  and
                  as to term loan hereunder,  the unpaid principal amount of any
                  Conversion under Section 2.3.

QUARTERLY
COMPLIANCE
CERTIFICATE:      The  certificate  delivered  to  the  Banks  by  the  Borrower
                  pursuant to Section 4.1(d).

RELATED
BANK DEBT:        The aggregate unpaid balance of all indebtedness, now or
                  hereafter  existing  (including  future  advances)  under  the
                  Related Loan  Agreement,  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.

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<PAGE>
RELATED
LOAN
AGREEMENT:        The Loan  Agreement  dated as of October 9, 1992  between  the
                  Borrower and FNB-O, FirsTier and FNB-W.

REVOLVING
CREDIT            RATE: The Base Rate plus the  applicable  margin as determined
                  pursuant to Section 2.2.

REVOLVING
LENDERS:          FNB-O, FirsTier, FNB-W, NBD, Norwest and AgAmerica.

SECURITY
AGREEMENT:        The Restated  Security  Agreement dated as of November 8, 1993
                  between the  Borrower  and FNB-O,  as agent for the Banks,  as
                  amended from time to time.

SUBSCRIBERS:      Those  customers of the Borrower which have subscribed for the
                  Borrower's  "Basic  DTN  Subscription  Service"  and/or  other
                  services and who are not in default of their  payment or other
                  obligations with respect thereto.

TOTAL
INDEBTEDNESS:     All loans and other  obligations  of the Borrower for borrowed
                  money (including,  without limitation, the indebtedness due to
                  the Banks)  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.

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


                                 II. LOAN TERMS

        2.1 Revolving Credit. Until the earlier of June\30,  1996 or the date on
which the loan hereunder is converted to a term loan in accordance  with Section
2.3, the Revolving  Lenders agree to advance funds not to exceed  $34,500,000 to
the Borrower on a revolving credit basis (amounts outstanding under the Existing
Term Notes and Related Bank Debt shall not be counted  against such  $34,500,000
limit).  Such  advances  shall  be made on a pro  rata  basis  by the  Revolving
Lenders,  based on the  following  maximum  advance  limits  for each  Revolving
Lender: (1) as to FNB-O, $9,315,000; (ii) as to FirsTier, $3,795,000;


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<PAGE>

(iii) as to FNB-W,  $345,000;  (iv) as to NBD,  $7,245,000;  (v) as to  Norwest,
$6,555,000;  and (vi) as to  AgAmerica,  $7,245,000.  The Borrower  shall not be
entitled to any Advance  hereunder  if,  after the making of such  Advance,  the
Total Indebtedness  would exceed thirty-six times the Borrower's  Operating Cash
Flow,  determined at the time of the Advance. Nor shall the Borrower be entitled
to any further  Advances  hereunder  after the occurrence of a material  adverse
change in its management  personnel,  as described in Section 4.14(b).  Advances
shall  be  made,  on the  terms  and  conditions  of this  Agreement,  upon  the
Borrower's request. Requests shall be made by 12 noon Omaha time on the Business
Day  prior  to the  requested  date of the  Advance.  Requests  shall be made by
presentation  to FNB-O of a drawing  certificate  in the form of  Exhibit A. The
Borrower  shall pay to the Revolving  Lenders a commitment fee of one quarter of
one percent (.25%) per annum of the unadvanced portion of the $34,500,000 credit
line  described  above.  Such fee  shall be paid to  FNB-O  quarterly  (calendar
quarters) in arrears and based on the average  unused  portion of the  revolving
credit commitment during the preceding  quarter.  FNB-O shall distribute to each
Revolving  Lender  its pro rata share of such fee based on the  maximum  advance
limits set forth  above.  If the  Borrower's  most recent  Quarterly  Compliance
Certificate  shows that,  as of the end of the prior  quarter  (the  "Applicable
Quarter"),  Total  Indebtedness  was equal to or in excess of 250% of Net Worth,
then each Revolving Lender may deduct from the amount of any subsequent  advance
requested  during the quarter  following  the  Applicable  Quarter a closing fee
equal to  one-half  of one  percent  (.50%) of the amount of the  advance (if an
advance is requested and made during the first twenty days of a quarter, and the
Borrower  has  not yet  made  the  foregoing  calculation  as to the  Applicable
Quarter, the Revolving Lenders reserve the right to invoice the Borrower for, or
deduct from any subsequent advance,  any such fee which would have been deducted
but for the fact that the Quarterly  Compliance  Certificate  for the Applicable
Quarter had not been completed). In addition to the foregoing fees, the Borrower
will pay at  closing a  commitment  fee to each Bank  shown  below in the amount
indicated opposite such Bank's name:
<TABLE>
<CAPTION>
                                                                     Commitment
         Bank          Increase in Facility                              Fee
        --------      ----------------------                         ----------
<S>                          <C>                                     <C>       
         FNB-O               $2,758,500                              $ 3,448.13
         FNB-W                  133,500                                  166.88
         NBD                  3,226,500                                4,033.13
         Norwest              2,959,500                                3,699.38
                                                                     ----------
                                                                     $11,347.47

</TABLE>
Furthermore  the Borrower  will pay to FNB-O at closing an agenting fee equal to
$2,826.72.

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<PAGE>
        2.2 Interest on Revolving Credit.  Until the earlier of June 30, 1996 or
the date on which the loan hereunder is converted to a term loan, interest shall
accrue on the Principal Loan Amount  outstanding from time to time at a variable
rate,  which shall  fluctuate on a monthly basis,  equal to the Base Rate plus a
margin as determined below,  except 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 as defined
below plus four percent  (4.00%).  The margin shall be adjusted  quarterly after
receipt of the Borrower's Quarterly Compliance Certificate. Adjustments shall be
retroactive to the beginning of the current quarter.

                (i) If the Quarterly  Compliance  Certificate  shows that, as of
        the end of the prior quarter,  Total  Indebtedness was less than 200% of
        Net Worth,  the margin for the current  quarter  (meaning the quarter in
        which the certificate is required to be delivered) shall be zero.

                (ii) If the Quarterly  Compliance  Certificate shows that, as of
        the end of the prior quarter, Total Indebtedness was equal to or greater
        than 200% of Net Worth but less than 250% of Net  Worth,  the margin for
        the current quarter shall be one quarter of one percent (.25%).

                (iii) If the Quarterly Compliance  Certificate shows that, as of
        the end of the prior quarter, Total Indebtedness was equal to or greater
        than 250% of Net Worth but less than 300% of Net  Worth,  the margin for
        the current quarter shall be three quarters of one percent (.75%).

                (iv) If the Quarterly  Compliance  Certificate shows that, as of
        the end of the prior quarter, Total Indebtedness was equal to or greater
        than 300% of Net Worth,  the margin for the current quarter shall be one
        and one quarter percent (1.25%).

The Base Rate plus the  applicable  margin as  determined  above is  hereinafter
referred to as the "Revolving  Credit Rate." Interest shall be calculated on the
basis of the actual number of days  outstanding  and a 360-day year.  Changes in
the Base Rate shall be  effective  on the first day of each month,  based on the
Base Rate in effect on such day.  Interest  shall be due upon the  rendering  of
each monthly invoice therefor by FNB-O.

        2.3 Term Loan.  Upon the  earlier  of: (i)  June\30,  1996;  or (ii) the
Borrower's  giving notice of its election to convert the loan hereunder,  or any
portion  thereof,  to a term loan, the revolving credit loan described above (or
applicable   portion   thereof)  shall  be  deemed  converted  to  a  term  loan
(hereinafter referred to as "Conversion"). At the option of the parties,

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<PAGE>
any such term loans may be evidenced by notes  separate from Notes A, B, C, D, E
and F. Upon  Conversion,  no  further  Advances  shall be made by the  Revolving
Lenders on the converted amount and the then  outstanding  Principal Loan Amount
of the respective  term loan shall become due and payable in  forty-eight  equal
installments of principal,  with the first such  installment due on the 30th day
of the month following Conversion, or, if such day is not a Business Day, on the
next succeeding Business Day, and subsequent installments due on the same day of
each consecutive month thereafter.  In any event, the total amount of all unpaid
principal and accrued interest  hereunder shall be due and payable no later than
June\30, 2000.

        2.4 Interest on Term Loan.  After  Conversion,  interest shall accrue on
the Principal Loan Amount  outstanding on the respective  term loan from time to
time at a variable  rate,  which shall  fluctuate on a monthly  basis,  which is
equal to the Revolving  Credit Rate plus one quarter of one percent (.25%).  For
purposes of  computing  such  variable  rate,  changes in the Base Rate shall be
effective  on the  first day of each  month  based on the Base Rate in effect on
such day.  Notwithstanding  anything in the  foregoing  to the  contrary,  after
Conversion, the Borrower may elect one of the following alternatives in order to
have a fixed  interest  rate  apply to the  outstanding  Principal  Loan  Amount
converted  and  outstanding  after the date of giving  notice of such fixed rate
election (the "Fixed Rate Notice"):

                (a) if the Fixed Rate Notice is given  within  twelve  months of
        Conversion, the Borrower may elect a fixed rate equal to the greater of

                         (i) the Revolving  Credit Rate in effect on the date of
                the notice, plus three quarters of one percent (.75%), or

                         (ii) two and one-half percent (2.50%) above the average
                of  the  yields  on  constant   maturity   Treasury  Bonds  with
                maturities  of three  years  and five  years,  as  quoted in the
                immediately   preceding  monthly  Federal  Reserve   Statistical
                Release (the "Release") for the month preceding such Release;

                (b) if the Fixed Rate  Notice is given after  twelve  months but
        within twenty-four months of Conversion,  the Borrower may elect a fixed
        rate equal to the greater of

                         (i) the Revolving  Credit Rate in effect on the date of
                the notice, plus three quarters of one percent (.75%), or

                         (ii) two and one-half  percent  (2.50%) above the yield
                on constant maturity Treasury Bonds with a

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<PAGE>
                maturity of three years as quoted in the  immediately  preceding
                monthly Release for the month preceding such Release;

                (c) if the Fixed Rate Notice is given after  twenty-four  months
        of Conversion but within thirty-six  months of Conversion,  the Borrower
        may elect a fixed rate equal to the greater of

                         (i) the Revolving  Credit Rate in effect on the date of
                the notice, plus one-half of one percent (.50%), or

                         (ii) two and one-half  percent  (2.50%) above the yield
                on  constant  maturity  Treasury  Bonds with a  maturity  of two
                years,  as quoted in the immediately  preceding  monthly Release
                for the month preceding such Release; and

                (d) if the Fixed Rate Notice is given after thirty-six months of
        Conversion  but prior to the maturity of the term loan, the Borrower may
        elect a fixed rate equal to the  Revolving  Credit Rate in effect on the
        date of the notice, plus one-half of one percent (.50%).

Any  election of a fixed rate by the  Borrower  shall be final and  irrevocable.
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 four percent (4.00%).
Interest  shall  be  calculated  on the  basis  of the  actual  number  of  days
outstanding  and a 360-day year.  Interest shall be due each month  concurrently
with the Borrower's principal payment.  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 the  Borrower's  most
recent Quarterly  Compliance  Certificate shows that, as of the end of the prior
quarter,  Total  Indebtedness  was in excess of 250% of Net Worth,  the  current
quarter shall be deemed a "Restricted Quarter." If, any time during a Restricted
Quarter (including,  without limitation, during any period in such quarter prior
to delivery of the Quarterly Compliance Certificate), the interest rate accruing
on any Existing Term Note or term loan hereinafter  created under this Agreement
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 following fees: (i)  three-eighths  of one percent
(.375%) of the outstanding principal balance of such Note or term loan as of the
date  preceding the Trigger Event,  which amount shall be payable  promptly upon
invoicing by the Banks;  (ii) the same amount as computed in clause (i), payable
on the six-month anniversary of the Trigger Event; and

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<PAGE>
(iii) the same amount as computed  in clause  (i),  payable on the  twelve-month
anniversary of the Trigger Event.

        2.5 Payment. The Borrower's obligation to make payments of principal and
interest  hereunder shall be further  evidenced by the Notes. 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 at any time prepay the Principal Loan
Amount  outstanding  under the Revolving  Credit  facility or any term loan. Any
such  prepayment  may be made  without  penalty  except  after  Conversion  when
interest  is  accruing on a fixed rate basis  under  Section  2.4(a),  2.4(b) or
2.4(c), in which event a prepayment fee shall be due as follows: (i) if interest
is  accruing at the rate set forth in Section  2.4(a),  the fee shall be one and
one-half percent (1.50%) of the amount of such  prepayment;  (ii) if interest is
accruing at the rate set forth in Section 2.4(b), the fee shall be three-fourths
of one  percent  (.75%) of the amount of such  prepayment;  (iii) if interest is
accruing at the rate set forth in Section 2.4(c),  the fee shall be three-tenths
of one percent (.30%) of the amount of such prepayment.

        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 Existing Term Notes. The Borrower's  obligations  under the Existing
Term Notes shall continue in full force and effect in accordance  with the terms
thereof.  Such notes shall be deemed  amended to include this 1995 Restated Loan
Agreement  within  the  definition  of  Obligations  in  such  notes,  it  being
understood that this 1995 Restated Loan Agreement, rather than the 1993 Restated
Loan  Agreement  of  November  8, 1993,  shall be  controlling  with  respect to
defaults,  covenants and all other relevant  matters  arising under the Existing
Term Notes and the Notes  executed and  delivered in  connection  with this 1995
Restated Loan Agreement. The Existing Term Notes shall continue to be secured by
the security interest provided in the Security Agreement.

        2.9 Related Loan  Agreement.  Nothing herein shall be deemed to alter or
amend the  Borrower's  obligations  under the  Related  Loan  Agreement  and the
Related Bank Debt shall continue in full force and effect in accordance with the
terms thereof.

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                       III. REPRESENTATIONS AND WARRANTIES

        The Borrower  represents  and warrants that as of the date hereof and as
of the date of each and every  request for an Advance  hereunder,  the following
are and shall be true and correct:

        3.1 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  jurisdictions  in  which  it is  doing
business and in which failure to qualify would have a material  adverse  effect,
including without limitation the States of Nebraska,  Iowa,  Illinois,  Indiana,
Kansas, Michigan,  Minnesota,  Missouri, Ohio, South Dakota and Wisconsin and it
has full power and authority to own and operate its  properties  and to carry on
its business.

        3.2 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.

        3.3  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).

        3.4  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.

        3.5  Governmental Approvals.  The execution, delivery and
performance by the Borrower of the Operative Documents do not

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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.

        3.6 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.

        3.7 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.

        3.8  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.

        3.9 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.

        3.10  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 B 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.

        3.11  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
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"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.

        3.12 Margin Regulations. No part of the proceeds of any Advance 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  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.

        3.13  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 Banks and no material  adverse  change has occurred  which
would make such financial statement inaccurate or misleading.


                                  IV. COVENANTS

        The Borrower hereby covenants that:

        4.1  Financial Reports.

                (a) Within forty-five (45) days after the end of each month, the
        Borrower,  at its sole expense,  shall furnish the Banks 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 Banks:
        (i) a balance sheet and statement of earnings of the Borrower, certified
        by Deloitte & Touche, or other independent  certified public accountants
        acceptable to the Banks,  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

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<PAGE>
        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  4.3,  4.4,  4.7,  4.9(b),  4.9(d) or 4.11;  or (2) have
        discovered such condition or event,  as  specifically  set forth in such
        certificate,  which  constitutes  an event of  default or which with the
        passage of time or the  giving of notice  would  constitute  an event of
        default  under such  Sections.  The auditors  shall not be liable to the
        Banks 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 Banks 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 Banks 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  Banks  with  such  other
        financial reports and statements as the Banks may reasonably request.

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<PAGE>
        4.2  Corporate  Structure  and Assets.  The Borrower  shall not merge or
consolidate  with any other  corporation  or entity unless the Borrower shall be
the surviving  entity,  nor sell any assets except items that are obsolete or no
longer  necessary  for  operation  of the  business,  other than in the ordinary
course of business  without the prior  written  consent of the Banks.  The Banks
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 Banks,  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.

        4.3 Net Worth.  The Borrower  shall  maintain a minimum Net Worth during
the term of this Agreement of at least $11,000,000;  provided,  however,  solely
for purposes of determining  compliance with the provisions of this Section 4.3,
"Net Worth" shall not include any subordinated debt.

        4.4  Indebtedness.

                (a) The  Borrower  shall not at any time  permit  the sum of the
        Total  Indebtedness to the Banks 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

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        of any property or  business)  shall not exceed an amount equal to sixty
        times Operating Cash Flow at such date.

        4.5 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.

        4.6  Notice of Default.  The Borrower shall give to the
Banks 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.

        4.7  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

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<PAGE>
        prior written consent of the Banks; provided, however, that the Borrower
        may declare stock dividends;  provided,  further, that the Borrower need
        not obtain the Banks'  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
        Banks pursuant to Section 4.1.

                (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).

        4.8 Compliance  with Law and  Regulations.  The Borrower shall comply in
all  material   respects  with  all  applicable   federal  and  state  laws  and
regulations.

        4.9  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

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<PAGE>
        equipment or inventory provided to Subscribers in the ordinary course of
        business) tangible assets. The Borrower shall name the Banks as the loss
        payee on all such casualty  insurance,  and as an additional  insured on
        all such  liability  insurance and shall provide the Banks with evidence
        of such insurance upon request.

        4.10  Inspection of Properties and Books.  The Borrower shall  recognize
and honor the right of the Banks, 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 Banks may reasonably desire.

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

        4.12  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
4.4(b),  the  foregoing  shall not be construed  to prohibit  the Borrower  from
acquiring leased equipment in the ordinary course of business.

        4.13 Name;  Location.  The  Borrower  shall give the Banks  fifteen 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.

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

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

                (b) any material adverse change in its management  personnel.  A
        material adverse change in the Borrower's  management personnel shall be
        deemed to have  occurred if any one 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

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        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.

        4.15.  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 2.4 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.

        4.16  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  Banks.  The  Borrower  shall  not make any
voluntary  or optional  prepayment  on any  subordinated  debt without the prior
written  consent  of the  Banks.  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 Banks.

                             V. CONDITIONS PRECEDENT

        Any  and  all   obligations  of  the  Banks  hereunder  are  subject  to
satisfaction of the following conditions precedent:

                (a) the  Revolving  Lenders  shall have  received  an opinion of
        counsel to the Borrower covering such matters referred to in Article III
        as the Revolving Lenders may request, satisfactory in form and substance
        to counsel to the Revolving Lenders;

                (b) the Revolving  Lenders shall have received such certificates
        and documents as the Revolving  Lenders may reasonably  request from the
        Borrower,  including articles of incorporation and bylaws,  certificates
        regarding  good  standing,   incumbency,   copies  of  other   corporate
        documents, and appropriate authorizing resolutions; and

                (c) the Operative  Documents shall have been duly authorized and
        executed and shall be in full force and effect,  and such UCC  financing
        statements  shall have been executed and filed in such offices as may be
        appropriate to perfect the security  interest of FNB-O, as agent for the
        Banks, in the Collateral.

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                            VI. DEFAULTS AND REMEDIES

        6.1 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.

                (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 4.1, 4.2, 4.3, 4.4, 4.7, 4.11,  4.12,
        4.13, 4.14, 4.15 or 4.16 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 VI, which failure remains unremedied
        for ten days following receipt of notice from the Banks.

                (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

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                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

                         (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

                                       95
<PAGE>
        Section 6.1(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 6.1(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 the  Related  Loan
        Agreement and the expiration of any applicable cure period thereunder.

                (l) The Borrower shall be obligated to prepay all or any portion
        of its subordinated debt as a result of a Change of Control.

        6.2 Remedies. If an Event of Default occurs and is continuing,  upon the
election  of  the  Banks  holding  two-thirds  of  the  then  outstanding  Total
Indebtedness  of the Borrower to the Banks the entire  unpaid  principal  amount
under the Notes and the Existing Term 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  Banks may  exercise  their  rights  under the other
Operative  Documents  and  the  Related  Loan  Agreement,   including,   without
limitation, under the Security Agreement. In addition, the Banks shall have such
other  remedies  as are  available  at law and in  equity.  Remedies  under this
Agreement and the other Operative  Documents are cumulative.  Any waiver must be
in writing by the Banks 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 VII. INTER-BANK AGREEMENTS

        7.1 FNB-O as Servicer. FNB-O will act as sole servicer of the loans made
to the Borrower hereunder (including,  without limitation,  the loans made under
the Existing Term Notes). FNB-O will enforce, administer and otherwise deal with
the loans made by FirsTier,  FNB-W,  NBD,  Norwest,  Boatmen's  and AgAmerica 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 Banks: (i) maintain originals
of the Operative Documents; (ii) receive requests for Advances from the Borrower
and make such Advances on behalf of the Revolving  Lenders  (provided that FNB-O
is assured of  reimbursement  therefor by the other Revolving  Lenders for their
pro rata shares);  (iii) receive  payments and prepayments from the Borrower and
apply such payments as provided in Section

                                       96
<PAGE>
7.2; (iv) receive notices from the Borrower and send copies thereof to FirsTier,
FNB-W,  NBD,  Norwest,  Boatmen's and AgAmerica if FNB-O has reasonable cause to
believe that such banks have not received such notice from another  source;  and
(v) advise  FirsTier,  FNB-W,  NBD,  Norwest,  Boatmen's  and  AgAmerica  of the
occurrence of any material Event of Default which FNB-O obtains actual knowledge
of. FirsTier, FNB-W, NBD, Norwest,  Boatmen's and AgAmerica agree not to attempt
to take any action against the Borrower  without  FNB-O's consent unless holders
of two-thirds of the then outstanding Total  Indebtedness of the Borrower to the
Banks 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 Banks shall be
deemed taken or given and  amendments  hereto deemed agreed to if the holders of
more than  two-thirds of the outstanding  Total  Indebtedness of the Borrower to
the Banks  shall have  indicated  their  consent  thereto.  Notwithstanding  the
foregoing,  any  reduction or  compromise  of the  Principal  Loan Amount or the
Existing  Term  Notes 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 Banks.

        7.2  Application of Payments.  Until the earlier of the occurrence of an
Event of  Default or any  Bank'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;

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

                (c)      third, pro rata to the Banks, such pro rata share
        to be determined as set forth below in subsection (bb) of
        this Section 7.2.

After the  occurrence of an Event of Default or any Bank's giving of notice that
it deems itself  insecure,  payments or prepayments  on the Notes,  the Existing
Term Notes or the  Related  Bank Debt  received by FNB-O or any of the Banks and
funds realized upon the disposition of any of the Collateral shall be applied as
follows:

                (aa) first,  to  reimburse  FNB-O for any costs,  expenses,  and
        disbursements  (including attorneys' fees) which may be incurred or made
        by FNB-0: (i) in connection

                                       97
<PAGE>
        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  FNB-O,  FirsTier,  FNB-W,  NBD,
        Norwest,  Boatmen's and  AgAmerica  based on their  respective  pro rata
        shares of the funds to be  applied.  Each Bank's pro rata share shall be
        equal to a fraction,  (x) the numerator of which shall be the portion of
        the  Principal  Loan Amount  then  outstanding  which has been  actually
        advanced by each such Bank along with the amount owing to each such Bank
        under its Existing  Term Note and under the Related  Bank Debt,  and (y)
        the  denominator of which shall be the total  Principal Loan Amount then
        outstanding  along with the total  amount  owing to the Banks  under the
        Existing Term Notes and the Related Bank Debt.

Except as  specifically  provided  in this  Section  7.2,  FNB-O  shall  have no
obligation  to repay or prepay any amount due from the Borrower to either of the
other Banks nor shall  FNB-O have any  obligation  to purchase  all or a part of
Note B, Note C, Note D, Note E, Note F, the  Existing  Term Notes or any Advance
made by such Banks,  nor shall such Banks have any recourse  whatsoever  against
FNB-O with  respect to any  failure of the  Borrower  to repay the  indebtedness
described herein.

        7.3  Liability of FNB-O.  FNB-O shall not be liable to the Banks 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 1995 Restated Loan
Agreement,  the Notes, the Existing Term Notes or the other Operative  Documents
or the value or  sufficiency  of any  collateral  given by the  Borrower  or the
priority of the Banks' security  interest therein or the financial  condition of
the Borrower; and (c) shall not be responsible for the performance or observance
of any of the terms,  covenants or conditions of the Operative  Documents 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.

                                       98
<PAGE>
        7.4 Transfers.  FirsTier,  FNB-W, NBD, Norwest,  Boatmen's and AgAmerica
shall not  subdivide,  transfer  or grant a  participation  in their  respective
Notes,  the  Existing  Term Notes or in any Advance,  without the prior  written
consent of FNB-O which consent shall not be unreasonably withheld.

        7.5  Reliance.  The Banks  acknowledge  that they have been advised that
none of the Notes,  the Existing Term Notes 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  Banks
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.

        7.6  Relationship  of Banks.  The  Banks  intend  for the  relationships
created by this  Agreement to be construed as concurrent  direct loans from each
Bank  respectively to the Borrower.  Nothing herein shall be construed as a loan
from  FirsTier,  FNB-W,  NBD,  Norwest,  Boatmen's  or  AgAmerica to FNB-O or as
creating a partnership or joint venture relationship among them.


                           ARTICLE VIII. MISCELLANEOUS

        8.1 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.

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

        8.3 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

                                       99
<PAGE>
                If to the Banks:

                         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 2.3 or 2.4 shall not be deemed given until  received by
FNB-O.

        8.4 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.

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

        8.6  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 Banks of this
Agreement and shall continue in full force and effect so long as the Note or any
obligation to the Banks 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 Banks.

        8.7 Severability. Should any one or more provisions of this Agreement be
determined  to  be  illegal  or   unenforceable,   all  other  provisions  shall
nonetheless remain effective.

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

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

                                      100
<PAGE>
        IN WITNESS  WHEREOF,  the  Borrower  and the Banks have caused this 1995
Restated  Loan  Agreement  to be  executed  by their duly  authorized  corporate
officers as of the day and year first above written.


                                       DATA TRANSMISSION NETWORK
                                       CORPORATION


                                       By:     /s/  Brian Larson
                                             ---------------------------------
                                       Title:  Chief Financial Officer
                                             ---------------------------------

                                       FIRST NATIONAL BANK OF OMAHA

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


                                      101
<PAGE>



                                         FIRSTIER BANK, NATIONAL
                                         ASSOCIATION, LINCOLN, NEBRASKA


                                         By:   /s/ John Arrigo
                                             ----------------------------------
                                         Title:   Officer
                                             ----------------------------------






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:
                                                        /s/ BL
                                                       ----------
                                                       Borrower

4266J


                                      102
<PAGE>



                                         FIRST NATIONAL BANK, WAHOO,
                                         NEBRASKA


                                         By:     /s/  Elizabeth E. Rezac
                                               -------------------------------
                                         Title:  Loan Officer
                                               -------------------------------







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:
                                                             /s/  BL
                                                            ---------
                                                            Borrower

4266J


                                      103
<PAGE>


                                               NBD BANK


                                               By:   /s/  Thomas A. Levasseur
                                                    ---------------------------

                                               Title:  Vice President
                                                    ---------------------------




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

                                                            INITIALED:
                                                           
                                                            /s/ BL
                                                            ----------
                                                            Borrower

4266J

                                      104
<PAGE>

                                              NORWEST BANK NEBRASKA, N.A.


                                              By:   /s/  Leslie A. Volk
                                                   ---------------------------
                                              Title:  Vice President
                                                   --------------------------



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

                                                            INITIALED:

                                                            /s/  BL
                                                            ----------
                                                            Borrower

4266J


                                      105
<PAGE>

                                              THE BOATMEN'S NATIONAL BANK OF
                                              ST. LOUIS


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




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

                                                            INITIALED:
                                                            
                                                            /s/   BL
                                                            -----------
                                                            Borrower

4266J


                                      106
<PAGE>


                                               AGAMERICA, FCB


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




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

                                                            INITIALED:

                                                            /s/  BL
                                                            -----------
                                                            Borrower

4266J


                                      107
<PAGE>


                                    EXHIBIT A

                         TO 1995 RESTATED LOAN AGREEMENT
                                     BETWEEN
                          FIRST NATIONAL BANK OF OMAHA,
             FIRSTIER BANK, NATIONAL ASSOCIATION, LINCOLN, NEBRASKA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                                    NBD BANK,
                          NORWEST BANK NEBRASKA, N.A.,
                    THE BOATMEN'S NATIONAL BANK OF ST. LOUIS,
                                 AGAMERICA, FCB
                                       AND
                      DATA TRANSMISSION NETWORK CORPORATION




                               DRAWING CERTIFICATE




                                      108
<PAGE>
                               DRAWING CERTIFICATE
                      DATA TRANSMISSION NETWORK CORPORATION


To induce the First National Bank of Omaha, FirsTier Bank, National Association,
Lincoln,  Nebraska, First National Bank, Wahoo, Nebraska, NBD Bank, Norwest Bank
Nebraska,  N.A. and AgAmerica,  FCB (the "Revolving Lenders") to make an advance
under the 1995 Restated Loan  Agreement  dated as of June 30, 1995,  between the
undersigned  (the  "Borrower"),   The  Boatmen's  National  Bank  of  St.  Louis
("Boatmen's")  (as to Boatmen's and the Revolving  Lenders together the "Banks")
and the Revolving  Lenders,  the Borrower hereby certifies to the Banks that its
Operating Cash Flow (as defined in the Loan  Agreement) as represented  below is
true and  correct  and that there is no default  under the  aforementioned  Loan
Agreement, or on any other liability of the Borrower to the Banks.

All information as of:  Date
                               ---------------------------
a)  Principal on Term Notes Outstanding     $
                                              ---------------------------------
b)  Principal on Revolving Credit           $
                                              ---------------------------------
c)  ADVANCE REQUEST                         $
                                              ---------------------------------
d)    Total Proposed Bank Debt
      (line a + line b + line c)            $
                                              ---------------------------------
e)  Most recent month's operating cash flow $
                                              ---------------------------------
f)  Prior month's operating cash flow       $
                                              ---------------------------------
g)  Operating Cash Flow
    (average of line e and line f)          $
                                              ---------------------------------
h)    36 x Operating Cash Flow              $
                                              ---------------------------------
i)    Excess (line h - line d)              $
                                              ---------------------------------

Name of Borrower:  Data Transmission Network Corporation

Signature:
            ---------------------------------------
Title:
            ---------------------------------------

4266J

                                      109
<PAGE>

                                    EXHIBIT B

                         TO 1995 RESTATED LOAN AGREEMENT
                                     BETWEEN
                          FIRST NATIONAL BANK OF OMAHA,
             FIRSTIER BANK, NATIONAL ASSOCIATION, LINCOLN, NEBRASKA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                                    NBD BANK,
                          NORWEST BANK NEBRASKA, N.A.,
                    THE BOATMEN'S NATIONAL BANK OF ST. LOUIS,
                                 AGAMERICA, FCB
                                       AND
                      DATA TRANSMISSION NETWORK CORPORATION






                              OFFICER'S CERTIFICATE




                                      110
<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 1995 Restated Loan Agreement dated as of June 30,
1995, between First National Bank of Omaha, FirsTier Bank, National Association,
Lincoln,  Nebraska, First National Bank, Wahoo, Nebraska, NBD Bank, Norwest Bank
Nebraska,  N.A., The Boatmen's  National Bank of St. Louis,  AgAmerica,  FCB and
Data Transmission Network Corporation.

The following  calculations  are as of  (statement  date) as required by section
4.1(d) of said Loan 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
                          -----------------    ------------------
   Deferred Income Taxes
                          -----------------    ------------------
   Non-Ordinary Non-Cash
      Charges (Credits)
                          -----------------    ------------------

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

        Operating Cash Flow = OCF = (a+b)/2 =
                                               ------------------

Section 2.1

        Advance          Fee:  If  TI/NW  equals  or  exceeds  250%  then a 1/2%
                         advance fee on new advances is due.

        Position:        The advance fee does/does not apply.


                                      111
<PAGE>
Section 2.2

        Pricing:         If TI/NW is less than 200% then the margin is zero.
                         If TI/NW is equal or greater than 200% but
                         less than 250% then the margin is 1/4%.
                         If TI/NW is equal or greater than 250% but
                         less than 300% then the margin is 3/4%.
                         If TI/NW is equal or greater than 300% then
                         the margin is 1 1/4%.

        Position:        The Revolving Credit Rate is the Base Rate
                         plus zero or 1/4% or 3/4% or 1 1/4%.


Section 2.4

        Trigger Fee:     If TI/NW exceeds 250%, then a one time fee,
                         paid in three installments of 3/8% of the
                         then outstanding principal balances, on any
                         of the Existing Term Notes which have an
                         interest rate less than 7.5% is due.

        Position:        A Trigger Event  has/has not  occurred.


Section 4.3

        Net Worth:       A minimum Net Worth (exclusive of
                         subordinated debt) of $11,000,000 is required.

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


Section 4.4

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

        Position:        (48 x OCF)  -  Total Indebtedness  =
                                        -                   =
                         --------------     ---------------   ----------------
 
        Indebtedness:    At no time will TI/NW exceed 350%.

        Position:        TI/NW =           %
                                 ---------

                                      112
<PAGE>
        Total            At no time will Adjusted Total Indebtedness
        Indebtedness     exceed 60 x OCF
        plus
        subordinated
        debt plus
        guaranty
        contingencies
        (Adjusted
        Total
        Indebtedness or
        ATI):

        Position:        Adjusted Total Indebtedness = $
                                                         ---------------------
                         (60 x OCF) - (ATI) = $
                                                 -----------------------------
Section 4.15

        Interest         The ratio of OCF to Interest Expense ("IE")
        Coverage:        at the end of each quarter will not be less
                         than 2.25 to 1.0 (200%).

        Position:        OCF = $
                                  ------------------------
                         IE = $
                                  ------------------------
                         OCF/IE =                          %
                                  ------------------------

Additional Representations:

        There  have/have  not been any  sale(s) of assets  which  would  require
        prepayment of the Notes under Section 4.2.

        There has/has not been:

              (i)        a Change of Control as defined in Section 4 of
                         the Agreement; or

             (ii)        a default under Section 6.1(j) regarding a change
                         in ownership or control of the Company.


Name of Borrower: Data Transmission Network Corporation

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

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

4266J/39-41

                                      113
<PAGE>
                                   SCHEDULE A

                         TO 1995 RESTATED LOAN AGREEMENT
                                     BETWEEN
                          FIRST NATIONAL BANK OF OMAHA,
             FIRSTIER BANK, NATIONAL ASSOCIATION, LINCOLN, NEBRASKA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                                    NBD BANK,
                          NORWEST BANK NEBRASKA, N.A.,
                    THE BOATMEN'S NATIONAL BANK OF ST. LOUIS,
                                 AGAMERICA, FCB
                                       AND
                      DATA TRANSMISSION NETWORK CORPORATION


                               EXISTING TERM NOTES
<TABLE>
<CAPTION>
                                                     Balance as of                              Maturity
 Bank                  Date                          June 30, 1995             Rate               Date
 ----                  ----                         ----------------           ----              ------
<S>                   <C>                           <C>                         <C>              <C>  
FNB-O                 01/15/92                      $   41,562.50               7.25%            12/30/95
                      02/04/92                         190,000.00               7.25             01/30/96
                      03/03/92                         106,875.00               7.25             02/29/96
                      05/06/92                          65,312.50               7.25             04/30/96
                      07/07/92                         154,375.00               6.75             06/30/96
                      10/01/92                         190,000.00               6.75             09/30/96
                      10/12/92                          95,000.00               6.75             09/30/96
                      10/13/92                         356,250.00               7.50             10/12/97
                      10/19/92                          95,000.00               6.75             09/30/96
                      11/03/92                         100,937.50               6.75             10/30/96
                      12/07/92                         356,250.00               8.14             12/06/97
                      01/04/93                         102,916.57               6.75             12/30/96
                      02/09/93                         108,333.24               6.75             01/30/97
                      04/16/93                         227,500.09               6.75             03/30/97
                      07/08/93                         281,666.74               6.75             06/30/97
                      08/30/94                       4,431,750.00               8.00             07/30/98
                      11/29/94                       1,328,229.12               8.50             10/30/98
                      02/27/95                         641,437.48               9.25             01/30/99

NBD                   01/04/93                      $   41,562.50               6.75             12/30/96
                      02/09/93                          43,750.00               6.75             01/30/97
                      04/16/93                          96,250.00               6.75             03/30/97
                      07/08/93                         109,375.00               6.75             06/30/97
                      08/30/94                       2,650,500.00               8.00             07/30/98
                      11/29/94                         794,375.00               8.50             10/30/98
                      02/27/95                         383,625.00               9.25             01/30/99

Norwest               08/30/94                      $2,508,000.00               8.00             07/30/98
                      11/29/94                         751,666.62               8.50             10/30/98
                      02/27/95                         363,000.00               9.25             01/30/99

</TABLE>
                                      114
<PAGE>
<TABLE>
<CAPTION>
                                                     Balance as of                              Maturity
 Bank                  Date                          June 30, 1995             Rate               Date
 ----                  ----                         ----------------           ----              ------
<S>                   <C>                           <C>                         <C>              <C>  
Boatmen's             08/30/94                      $1,866,750.00                8.00            07/30/98
                      11/29/94                         559,479.12                8.50            10/30/98
                      02/27/95                         270,187.48                9.25            01/30/99

FirsTier
  Lincoln             01/15/92                       $  29,166.53                7.25            12/30/95
                      02/04/92                         133,333.20                7.25            01/30/96
                      03/03/92                          74,999.85                7.25            02/29/96
                      05/06/92                          45,833.21                7.25            04/30/96
                      07/07/92                         108,333.17                6.75            06/30/96
                      10/01/92                         133,333.21                6.75            09/30/96
                      10/12/92                          66,666.56                6.75            09/30/96
                      10/13/92                         250,000.00                7.50            10/12/97
                      10/19/92                          66,666.56                6.75            09/30/96
                      11/03/92                          70,833.23                6.75            10/30/96
                      12/07/92                         250,000.00                8.14            12/06/97
                      01/04/93                          49,479.07                6.75            12/30/96
                      02/09/93                          52,083.24                6.75            01/30/97
                      04/16/93                         114,583.42                6.75            03/30/97
                      07/08/93                         130,208.41                6.75            06/30/97
                      08/30/94                       2,650,500.00                8.00            07/30/98
                      11/29/94                         794,375.00                8.50            10/30/98
                      02/27/95                         383,625.00                9.25            01/30/99

FNB-W                 01/15/92                        $  2,187.50                7.25            12/30/95
                      02/04/92                          10,000.00                7.25            01/30/96
                      03/03/92                           5,625.00                7.25            02/29/96
                      05/06/92                           3,437.50                7.25            04/30/96
                      07/07/92                           8,125.00                6.75            06/30/96
                      10/01/92                          10,000.00                6.75            09/30/96
                      10/12/92                           5,000.00                6.75            09/30/96
                      10/13/92                          18,750.00                7.50            10/12/97
                      10/19/92                           5,000.00                6.75            09/30/96
                      11/03/92                           5,312.50                6.75            10/30/96
                      12/07/92                          18,750.00                8.14            12/06/97
                      01/04/93                           3,958.43                6.75            12/30/96
                      02/09/93                           4,166.76                6.75            01/30/97
                      04/16/93                           9,166.58                6.75            03/30/97
                      07/08/93                          10,416.59                6.75            06/30/97
                      08/30/94                         142,500.00                8.00            07/30/98
                      11/29/94                          42,708.31                8.50            10/30/98
                      02/27/95                          20,625.00                9.25            01/30/99
</TABLE>
        Notwithstanding  any definition of "Existing Term Notes" to the contrary
in the 1995 Restated Loan  Agreement,  the Notes issued  thereunder or the First
Amendment to Restated Security  Agreement,  no "Existing Term Notes" were issued
on December 31, 1992.

4266J/42-43

                                      115
<PAGE>
                                   SCHEDULE B

                         TO 1995 RESTATED LOAN AGREEMENT
                                     BETWEEN
                          FIRST NATIONAL BANK OF OMAHA,
             FIRSTIER BANK, NATIONAL ASSOCIATION, LINCOLN, NEBRASKA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                                    NBD BANK,
                          NORWEST BANK NEBRASKA, N.A.,
                    THE BOATMEN'S NATIONAL BANK OF ST. LOUIS,
                                 AGAMERICA, FCB
                                       AND
                      DATA TRANSMISSION NETWORK CORPORATION



                             PERMITTED ENCUMBRANCES

<TABLE>
<CAPTION>
Secured Party                                                 Financing Statements
<S>                                                     <C>                 <C>                  <C>    
NEBRASKA SECRETARY OF STATE

First National Bank of Omaha                             12/28/87           #401690
                                                         10/13/92           #564918              Amendment
                                                         11/13/92           #568176              Continued

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

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>
                                      116
<PAGE>
<TABLE>
<CAPTION>




Secured Party                                                 Financing Statements
<S>                                                     <C>                 <C>                  <C>    

IOWA SECRETARY OF STATE

FirsTier, Lincoln                                         2/10/88           H842023
First National Bank of Omaha                             10/15/92           K395184              Amendment
First National Bank, Wahoo                                1/08/93           K424887              Continued
NBD, Detroit                                              2/08/93           K434908              Amendment
                                                         11/15/93           K503145              Amendment


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


INDIANA SECRETARY OF STATE

FirsTier, Lincoln                                         2/11/88           #1454192
First National Bank of Omaha                             10/21/92           #1808780             Amendment
First National Bank, Wahoo                                1/11/93           #1822115             Continued
NBD, Detroit                                              2/08/93           #187451              Amendment
                                                         11/12/93           #1878806             Amendment
</TABLE>
                                      117
<PAGE>
<TABLE>
<CAPTION>
Secured Party                                                 Financing Statements
<S>                                                     <C>                 <C>                  <C>    
MINNESOTA SECRETARY OF STATE

FirsTier, Lincoln                                         2/17/88           1#121648#00
First National Bank of Omaha                             10/16/92           #1537269             Amendment
First National Bank, Wahoo                               01/19/93           #1557397             Continued
NBD, Detroit                                              2/08/93           #1562125             Amendment
                                                         11/23/93           #1632156             Amendment


SOUTH DAKOTA SECRETARY OF STATE

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


MISSOURI SECRETARY OF STATE

FirsTier, Lincoln                                         2/11/88           #1555991
First National Bank of Omaha                             10/16/92           #2184193             Amendment
First National Bank, Wahoo                                1/08/93           #2212473             Continued
NBD, Detroit                                              2/08/93           #2224113             Amendment
                                                         11/15/93           #2331876             Amendment


OHIO SECRETARY OF STATE

FirsTier, Lincoln                                         2/12/88           #Y00095612
First National Bank of Omaha                             10/19/92           #01097336            Amendment
First National Bank, Wahoo                                1/11/93           #01119343901         Cont.
NBD, Detroit                                              2/09/93           #02099338901         Amend.
                                                         11/12/93           #1129331801          Amendment


KENTUCKY SECRETARY OF STATE

First National Bank of Omaha                             11/12/93           134318


PENNSYLVANIA DEPARTMENT OF STATE

First National Bank of Omaha                             11/12/93           22571277


OKLAHOMA SECRETARY OF STATE

First National Bank of Omaha                             11/12/93           059782

</TABLE>

                                      118
<PAGE>
<TABLE>
<S>                                                     <C>                 <C>                  <C>    
MISSISSIPPI SECRETARY OF STATE

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


TEXAS SECRETARY OF STATE

First National Bank of Omaha                             11/29/93           227591--



4266J/44-47

</TABLE>


                                      119
<PAGE>