SECOND AMENDMENT TO 1996 TERM CREDIT AGREEMENT

         THIS SECOND AMENDMENT TO 1996 TERM CREDIT AGREEMENT (the "Second
Amendment"),  dated as of July 31,  1996,  is intended to amend the terms of the
1996 Term Credit  Agreement dated as of May 3, 1996, as previously  amended (the
"Agreement")  by the First  Amendment  to 1996  Term  Credit  Agreement  ("First
Amendment")  dated  as  of  July  17,  1996,  among  DATA  TRANSMISSION  NETWORK
CORPORATION, FIRST NATIONAL BANK OF OMAHA, FIRST NATIONAL BANK, WAHOO, NEBRASKA,
NBD BANK,  NORWEST BANK NEBRASKA,  N.A.,  FARM CREDIT  SERVICES OF THE MIDLANDS,
PCA, THE SUMITOMO BANK, LIMITED, MERCANTILE BANK OF ST. LOUIS, N.A., FIRST BANK,
NATIONAL  ASSOCIATION,  and  BROADCAST  PARTNERS.  The  parties  to this  Second
Amendment  shall  include each of the parties to the First  Amendment  and shall
also include BANK OF MONTREAL,  a Canadian bank being  represented by its office
at 430 Park  Avenue,  New York,  New  York,  10022  ("Montreal").  All terms and
conditions  of the  Agreement  shall  remain in full force and effect  except as
expressly  amended  herein.  All  capitalized  terms  herein  shall  have  their
respective  meanings set forth in the Agreement.  The Agreement shall be amended
as set forth below.


         Section 1.        "Article I:  Definitions"  of  the Agreement shall be
                           amended by adding the following definition:

         Montreal:                  Bank  of  Montreal,  a  Canadian  bank being
                                    represented   by  its  office  at  430  Park
                                    Avenue, New York, New York, 10022.

The following definitions shall be amended to read as follows:

         Notes:            Those certain  promissory  notes from the Borrower to
                           the Lenders  dated as of May 3, 1996,  July 17, 1996,
                           and July 31, 1996, including, without limitation, the
                           Notes  to the  Banks as  referenced  in  Section  2.1
                           hereof, and such additional term notes as the parties
                           may hereafter agree to add hereto as Notes.

         Section 2.        Section 2.1 of the Agreement shall be amended to read
                           as follows:

                           2.1.   Term  Credit.   The  Banks  agree  to  advance
                           $48,490,000  to the  Borrower  for  the  purchase  of
                           substantially   all  of  the   assets  of   Broadcast
                           Partners. Such advances shall be made, in one or more
                           closings,  on a pro rata basis by the Banks, based on
                           the following  maximum  advance limits for each Bank:
                           (1)  as to  FNB-O,  $10,780,000;  (ii)  as to  FNB-W,
                           $245,000;  (iii)  as to NBD,  $6,223,000;  (iv) as to
                           Norwest,   $4,047,000;   (v)  as  to   Farm   Credit,
                           $10,388,000;  (vi)  as  to  Mercantile,   $5,333,900;
                           (vii)as to Sumitomo,  $5,170,000,  (viii) as to First
                           Bank, $1,933,000, (ix) as to Montreal, $4,370,100.
                                       1

                                    - 177 -
<PAGE>


                           It is  understood  and agreed by the parties that the
                           foregoing  advances by FNB-O,  FNB-W,  NBD,  and Farm
                           Credit  were made at the  initial  closing  under the
                           Agreement on May 3, 1996.  The  foregoing  advance by
                           Norwest represents an advance of $1,822,000 which was
                           made at the initial  closing  under the  Agreement on
                           May 3, 1996, and an additional advance of $2,225,000,
                           which  was  made  at  the  closing  under  the  First
                           Amendment on July 17, 1996. The foregoing advances by
                           Mercantile,  Sumitomo and First Bank were made at the
                           closing  under the First  Amendment on July 17, 1996.
                           The  advance  made  by  Montreal   represents  a  new
                           advance,  the  proceeds  of  which  shall  be used to
                           prepay the existing  Note held by Broadcast  Partners
                           in the remaining principal amount of $4,070,100,  and
                           to provide an additional $300,000 to the Borrower.

         Section 3. The Borrower  shall,  upon the effective date hereof,  pay a
fee of $2,185.05 to FNB-O, for distribution to Montreal.

         Section  4.  Notwithstanding  Section  2.2 of the  Agreement,  the Note
issued to Montreal shall bear interest on the principal loan amount thereof at a
variable  rate per annum equal to New York Prime  minus  one-half of one percent
(0.5%).  After an Event of Default,  such floating rate Notes will bear interest
at a rate per annum equal to three and  one-half  percent  (3.5%) above New York
Prime.

         Section 5. The Borrower  hereby restates for the benefit of the Lenders
the representations and warranties contained in Article IV of the Agreement,  as
amended  by the First  Amendment,  and  affirms  that such  representations  and
warranties are true and correct as of the date of this Second Amendment.

         Section 6. The Lenders hereby  acknowledge  the First  Amendment to the
1996 Revolving  Credit  Agreement  among the parties  herein and Boatmen's,  and
hereby  consent to the  increase of  $5,604,500  in the total  revolving  credit
facility to $49,500,000.

         Section  7.  This   Second   Amendment   may  be  executed  in  several
counterparts  and such  counterparts  together shall constitute one and the same
instrument.

         Section 8. This Second  Amendment shall be effective upon the execution
and delivery  thereof by the parties  hereto and the delivery of the  applicable
Note, dated July 31, 1996, to Montreal.  Upon receipt of $4,070,100 plus accrued
and unpaid interest,  Broadcast Partners agrees to surrender to the Borrower the
Note  dated  July 17,  1996  which the  Borrower  had  previously  delivered  to
Broadcast Partners.  Upon receipt of such payment Broadcast Partners shall cease
to be a party  to the  Agreement,  or a  "Lender"  under  the  Agreement  or the
Revolving  Credit  Agreement.   Notwithstanding   any  of  the  foregoing,   the
representations,  warranties,  indemnities  and  other  covenants  made  by  the
Borrower in favor of Broadcast  Partners under the Agreement,  as amended hereby
and by the First Amendment,  and under the Restated Security  Agreement dated as
of May 3, 1996,  as amended by the First  Amendment  to 1996  Restated  Security
Agreement dated as of June 28, 1996 and by the Second Amendment to 1996 Restated
Security Agreement dated as of July 31,


                                       2

                                    - 178 -
<PAGE>


1996, shall survive (a) the payment to Broadcast Partners of the Borrower's Note
dated July 17, 1996  delivered  to Broadcast  Partners and (b) the  cessation of
Broadcast Partners as a party to the Agreement;  provided, however, they survive
solely for the  benefit  of  Broadcast  Partners  as a former  Lender  under the
Agreement, and not as the seller under the Purchase Agreement (as defined in the
Agreement)  or in any  other  capacity.  Broadcast  Partners  does not waive any
rights  inuring  to its  benefit  at any time  while it was a Lender  under  the
Agreement. References in the Notes to the Loan Agreement shall be deemed amended
to refer to the Loan Agreement as amended by this Second Amendment.

         IN WITNESS WHEREOF, the undersigned have executed this SECOND AMENDMENT
TO 1996 TERM CREDIT AGREEMENT dated as of July 31, 1996.


                                            DATA TRANSMISSION NETWORK
                                            CORPORATION


                                            By
                                            Title:



                                       3

                                    - 179 -
<PAGE>



                                            FIRST NATIONAL BANK OF OMAHA


                                            By
                                            Title:






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

                                            INITIALED:


                                            Borrower


                                       4


                                    - 180 -
<PAGE>




                                            THE SUMITOMO BANK, LIMITED


                                            By
                                            Title:


                                            By
                                            Title:







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

                                            INITIALED:


                                            Borrower




                                       5

                                    - 181 -
<PAGE>







                                            FIRST NATIONAL BANK,
                                            WAHOO, NEBRASKA


                                            By
                                            Title:








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

                                            INITIALED:


                                            Borrower




                                       6


                                    - 182 -
<PAGE>






                                            NBD BANK


                                            By
                                            Title:










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

                                            INITIALED:


                                            Borrower




                                       7

                                    - 183 -
<PAGE>







                                            NORWEST BANK NEBRASKA, N.A.



                                            By
                                            Title:












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

                                            INITIALED:


                                            Borrower




                                       8

                                    - 184 -
<PAGE>







                                            FARM CREDIT SERVICES OF
                                            THE MIDLANDS, PCA


                                            By
                                            Title:










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

                                            INITIALED:


                                            Borrower





                                       9

                                    - 185 -
<PAGE>







                                            MERCANTILE BANK OF
                                            ST. LOUIS, N.A.


                                            By
                                            Title:










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

                                            INITIALED:


                                            Borrower




                                       10

                                    - 186 -
<PAGE>








                                            FIRST BANK, NATIONAL ASSOCIATION



                                            By
                                            Title:










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

                                            INITIALED:


                                            Borrower




                                       11

                                    - 187 -
<PAGE>








                                            BROADCAST PARTNERS


                                            By
                                            Title:










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

                                            INITIALED:


                                            Borrower




                                       12

                                    - 188 -
<PAGE>






                                            BANK OF MONTREAL


                                            By
                                            Title:






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

                                            INITIALED:


                                            Borrower






                                    - 189 -
<PAGE>