FIFTH AMENDMENT TO 1993 RESTATED LOAN AGREEMENT


        THIS FIFTH  AMENDMENT  TO 1993  RESTATED  LOAN  AGREEMENT is intended to
amend the terms of the 1993 Restated Loan Agreement (the  "Agreement")  dated as
of  November  8, 1993,  as  amended  by the First  Amendment  to  Restated  Loan
Agreement (the "First  Amendment") dated as of April 11, 1994, as amended by the
Second  Amendment to and Extension of 1993 Restated Loan  Agreement (the "Second
Amendment") dated as of June 29, 1994, as amended by the Third Amendment to 1993
Restated Loan Agreement (the "Third  Amendment") dated as of August 30, 1994 and
as amended by the Fourth  Amendment to 1993 Restated Loan Agreement (the "Fourth
Amendment")  dated as of  November  29,  1994  among DATA  TRANSMISSION  NETWORK
CORPORATION,  FIRST NATIONAL BANK OF OMAHA, FIRSTIER BANK, NATIONAL ASSOCIATION,
LINCOLN, NEBRASKA, FIRST NATIONAL BANK, WAHOO, NEBRASKA, NBD BANK, N.A., NORWEST
BANK NEBRASKA,  N.A. and THE BOATMEN'S NATIONAL BANK OF ST. LOUIS. 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 the meanings
prescribed in the Agreement. The Agreement shall be amended as follows:

        The parties hereby  acknowledge  that,  effective as of the date hereof,
$2,250,000 of the outstanding  balance of the Borrower's loan shall be converted
to a term loan in  accordance  with  Sections 2.3 and 2.4 of the  Agreement.  In
Section 2.1 of the  Agreement,  change the  reference  to the maximum  amount of
revolving  credit  advanced  from  $23,400,000  to  $21,150,000  and  reduce the
references to each Bank's maximum advance limit accordingly on a pro rata basis.
In connection  with this amendment the Borrower is  contemporaneously  executing
and delivering to the Banks six Secured  Business  Promissory  Notes dated as of
the date  hereof in the  respective  principal  amounts of  $699,750,  $418,500,
$22,500,  $418,500,  $396,000 and $294,750.  This amendment shall not affect and
there remain outstanding from the Borrower to the Banks, the Existing Term Notes
and the Related Bank Debt and those certain Secured  Business  Promissory  Notes
dated as of June 29, 1994, August 30, 1994 and November 29, 1994.

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

        IN WITNESS  WHEREOF,  the undersigned have executed this FIFTH AMENDMENT
TO 1993 RESTATED LOAN AGREEMENT dated as of February 27, 1995.

                                              DATA TRANSMISSION NETWORK
                                              CORPORATION


                                              By:     /s/  Greg T. Sloma
                                                      ------------------------
                                              Title:  Executive Vice President
                                                      and Chief Operating
                                                      Officer
                                                      -------------------------

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                                            FIRST NATIONAL BANK OF OMAHA

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


                                            FIRSTIER BANK, NATIONAL
                                            ASSOCIATION, LINCOLN, NEBRASKA


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

                                            FIRST NATIONAL BANK, WAHOO,
                                            NEBRASKA

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

                                            NBD BANK, N.A.

                                          By:   /s/ Thomas A. Levasseur
                                               ----------------------------
                                          Title:  Vice President
                                               ----------------------------


                                            NORWEST BANK NEBRASKA, N.A.

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


                                            THE BOATMEN'S NATIONAL BANK
                                            OF ST. LOUIS


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

4429E/70-76



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