FIRST AMENDMENT TO 1996 REVOLVING CREDIT AGREEMENT


     THIS  FIRST  AMENDMENT  TO 1996  REVOLVING  CREDIT  AGREEMENT  (the  "First
Amendment"),  dated as of July 31,  1996,  is intended to amend the terms of the
1996 Revolving Credit Agreement (the "Agreement") dated as of May 3, 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  BOATMEN'S
NATIONAL BANK OF ST. LOUIS.  The parties to this First  Amendment  shall include
the original  parties to the  Agreement  and BANK OF MONTREAL,  a Canadian  bank
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/Harris  Bank, 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:

         Lenders:          FNB-O,  FNB-W, NBD, Norwest,  Farm Credit,  Sumitomo,
                           Mercantile,   First  Bank,  and  Montreal,  in  their
                           capacity as Revolving  Lenders under this  Agreement,
                           the Term  Lenders,  lenders of the Related Bank Debt,
                           Boatmen's  (as  to  Articles  VI  and  VII  and as to
                           Section 8.6 only), and such additional lenders as may
                           be added hereto or thereto from time to time.

         Revolving
         Lenders:          FNB-O,  FNB-W, NBD, Norwest,  Farm Credit,  Sumitomo,
                           Mercantile,   First  Bank,   and  Montreal  and  such
                           additional  Revolving  Lenders  as  may be  added  as
                           Revolving  Lenders under Section 2.1 hereto from time
                           to time by mutual written agreement of the parties.

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

                 2.1       Revolving Credit. Until the earlier of June 21, 1997,
                           or the date on which the loan  hereunder is converted
                           to a term loan in  accordance  with  Section 2.4, the
                           Revolving  Lenders  severally  agree to advance funds
                           for general corporate purposes not to exceed
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                           $49,500,000  to the  Borrower on a  revolving  credit
                           basis  (amounts  outstanding  under  the  Acquisition
                           Notes,  Existing  Term  Notes and  Related  Bank Debt
                           shall not be counted against such $49,500,000 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:  (i) as to
                           FNB-O, $9,966,000;  (ii) as to FNB-W, $226,500; (iii)
                           as  to  NBD,   $5,753,100;   (iv)   as  to   Norwest,
                           $3,533,400; (v) as to Farm Credit,  $9,603,600;  (vi)
                           as to Sumitomo,  $4,829,900;  (vii) as to Mercantile,
                           $4,983,000,  (viii) as to First Bank, $5,000,000, and
                           (ix) as to Montreal,  $5,604,500.  The Borrower shall
                           not be entitled to any Advance  hereunder  if,  after
                           making of such Advance,  the Total Indebtedness would
                           exceed thirty-six (36) 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), or after the occurrence
                           of any Event of Default with respect to the Borrower.
                           Advances  shall be made, on the terms and  conditions
                           of  this  Agreement,  upon  the  Borrower's  request.
                           Requests  shall be made by 12:00  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
                           B. The  Borrower's  obligation  to make  payments  of
                           principal  and  interest on the  foregoing  revolving
                           credit indebtedness shall be further evidenced by the
                           Revolving Credit Notes.

         Section 4.        The  Borrower  hereby  restates for the benefit of
                           the  Lenders  the   representations   and  warranties
                           contained in Article III of the Agreement and affirms
                           that such representations and warranties are true and
                           correct as of the date of this First Amendment.

         Section 5.        The  Lenders   hereby   acknowledge   the  Second
                           Amendment to the 1996 Term Credit  Agreement dated as
                           of July  31,  1996  among  the  parties  herein  (not
                           including  Boatmen's)  and  Broadcast  Partners,  and
                           hereby  consent to the  increase  of  $300,000 in the
                           total term credit facility to $48,490,000.

         Section 6.        This First  Amendment  may be  executed in several
                           counterparts  and such  counterparts  together  shall
                           constitute one and the same instrument.

         Section 7.        This First  Amendment  shall be effective upon the
                           execution and delivery thereof by the parties hereto.
                           References in the Notes to the Loan  Agreement  shall
                           be deemed  amended to refer to the Loan  Agreement as
                           amended by this First Amendment.

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

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                                            DATA TRANSMISSION NETWORK
                                            CORPORATION


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


                                       3

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                                            FIRST NATIONAL BANK OF OMAHA


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






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

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


                                            Borrower



                                       4


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                                            THE SUMITOMO BANK, LIMITED


                                                 By    /s/ Jayleen R.P. Hague
                                                       ------------------------
                                               Title:  Vice President
                                                       ------------------------


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







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

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

                                            Borrower



                                       5

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                                            FIRST NATIONAL BANK, WAHOO, NEBRASKA



                                                 By    /s/ Elizabeth E. Rezac
                                                       ------------------------
                                               Title:  2nd 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



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                                            NBD BANK


                                                 By    /s/  D.J. Pienta
                                                       ------------------------
                                               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



                                       7


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                                            NORWEST BANK NEBRASKA, N.A.


                                                 By     /s/  Leslie J. 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



                                       8


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                                       FARM CREDIT SERVICES OF THE MIDLANDS, PCA



                                                 By    /s/  Joseph K. Herman
                                                       ------------------------
                                               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




                                       9

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                                            MERCANTILE BANK OF ST. LOUIS, N.A.



                                                 By     /s/  Joseph L. Scooter
                                                       ------------------------
                                               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



                                       10

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                                            FIRST BANK, NATIONAL ASSOCIATION



                                                 By     /s/  J.M. Crimmins
                                                       ------------------------
                                               Title:  Senior 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



                                       11

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                                            BOATMEN'S NATIONAL BANK OF ST. LOUIS



                                               By      /s/ Robert S. Holmes, 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



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                                            BANK OF MONTREAL


                                                 By     /s/ Rene Encarnacion
                                                       ------------------------
                                               Title:   Director
                                                       ------------------------





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




                                       13

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