1996 REVOLVING CREDIT AGREEMENT


         This 1996 Revolving Credit Agreement (the  "Agreement") is entered into
as of the 28th day of June, 1996, 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"), 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"), FARM CREDIT SERVICES
OF THE MIDLANDS, PCA, a production credit association ("Farm Credit") in care of
AGAMERICA,  FCB, a farm  credit bank doing  business  at 206 South 19th  Street,
Omaha,  Nebraska  68102-1745,  THE SUMITOMO BANK, LIMITED, a Japanese bank being
represented by its office at 200 North Broadway, Suite 1625, St. Louis, Missouri
63102 and acting through its Chicago branch ("Sumitomo"), MERCANTILE BANK OF ST.
LOUIS,  N.A.,  a national  banking  association  having its  principal  place of
business at One  Mercantile  Center,  7th and  Washington  Streets,  St.  Louis,
Missouri 63101  ("Mercantile"),  FIRST BANK, NATIONAL ASSOCIATION  (successor in
interest to FirsTier Bank, National Association), a national banking association
having its principal place of business at 13th and M Streets,  Lincoln, Nebraska
68508 ("First  Bank") and THE BOATMEN'S  NATIONAL BANK OF ST. LOUIS,  a national
banking  association  having its  principal  place of business at One  Boatmen's
Plaza,  800  Market  Street,  P.O.  Box  236,  St.  Louis,  Missouri  63166-0236
("Boatmen's").


                                   WITNESSETH:

         WHEREAS,  the  Borrower  and  certain of the  Lenders  (as such term is
hereinafter defined) are parties to a 1996 Term Credit Agreement dated as of May
3, 1996 (the "1996 Term Credit  Agreement"),  the proceeds of which were used to
acquire  substantially  all of the  assets  of  Broadcast  Partners,  a  general
partnership having its principal place of business in Des Moines, Iowa;

         WHEREAS,  the Borrower and certain of the Lenders are parties to a 1995
Restated  Loan  Agreement  dated as of June 29, 1995,  which 1995  Restated Loan
Agreement provided a revolving credit facility for general corporate purposes;

         WHEREAS,  the  Borrower  desires to  increase  and renew the  revolving
credit facility which was the subject of the 1995 Restated Loan  Agreement,  and
to add certain additional Lenders as Lenders thereunder; and



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         WHEREAS,  the  parties  do not intend  for this 1996  Revolving  Credit
Agreement to be deemed to extinguish any existing  indebtedness  of the Borrower
or to release,  terminate or affect the priority of any security  therefor,  but
the parties do intend that this 1996 Revolving  Credit Agreement shall supersede
and replace the terms of the above-referenced 1995 Restated Loan Agreement;

         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:

Acquisition
Notes:            The Notes issued by the Borrower to the Term Lenders under the
                  Term   Agreement,    and   all   extensions,    renewals   and
                  substitutions, if any, of or for the same.

Advance:          Any advance of funds to the Borrower by the Revolving Lenders
                  or any of them under the revolving credit facility provided in
                  this Agreement.

Agreement:        This  1996  Revolving  Credit  Agreement dated as of June 28,
                  1996, between the Borrower and certain Lenders.

Base Rate:        The floating  interest  rate announced from  time to  time by
                  FNB-O as its  "National  Base Rate," minus .75%.  The National
                  Base  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 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.

Broadcast
Partners:         Broadcast Partners, a  general partnership having its current
                  principal  place of  business  at  11275  Aurora  Avenue,  Des
                  Moines, Iowa 50322.

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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 June 29,  1995 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.

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,
                      Subscriber  contract  rights,  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 2.4.

Converted
Notes:            Any note evidencing Conversion under or of all or a portion of
                  the  Revolving  Credit Notes (or any such similar notes issued
                  to any additional  Revolving Lenders hereinafter added to this
                  Agreement), and all extensions,  renewals and substitutions of
                  or for the foregoing.

Default Rate:     The  floating  interest rate announced  from time to  time  by
                  FNB-O as its "National Base Rate" plus 4.0%. The National Base
                  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
                  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.

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Existing
Term Notes:       Those  certain  promissory  notes from the Borrower to FNB-0,
                  FirsTier,  FNB-W,  NBD, Norwest and Boatmen's dated as of July
                  7, 1992,  October 1, 1992, October 12, 1992, October 19, 1992,
                  November 3, 1992, January 4, 1993, February 9, 1993, April 16,
                  1993,  July 8, 1993,  August 30, 1994,  November 29, 1994, and
                  February  27,  1995,  and  all   extensions,   renewals,   and
                  substitutions of or for the foregoing.

Farm Credit:      Farm  Credit  Services  of  the  Midlands,  PCA,  a production
                  credit association  organized under the laws of United States,
                  and having its  principal  place of business at 206 South 19th
                  Street, Omaha, Nebraska 68102.

First Bank:       First   Bank,  National   Association,  a  national   banking
                  association having its principal place of business at 13th and
                  M Streets,  Lincoln,  Nebraska  68508,  and its successors and
                  assigns  (it  being   acknowledged  that  First  Bank  is  the
                  successor in interest to FirsTier).

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 2.5.


Lenders:          FNB-O, FNB-W, NBD, Norwest, Farm Credit, Sumitomo, Mercantile
                  and First Bank, 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.
Make-Whole
Premium:          An  amount  which  shall  be  sufficient as determined by the
                  relevant  Lender in good faith and on a  reasonable  basis and
                  certified to the Borrower in writing, to compensate the Lender
                  for any loss  (including  any  lost  yield),  cost or  expense
                  incurred  by the  Lender  (i) in  liquidating  or  redeploying
                  deposits  or other  funds  acquired  by the  Lender to fund or
                  maintain  the loan  prepaid and (ii) in  unwinding,  amending,
                  cancelling  or otherwise  modifying or  terminating  any match
                  funding,  swap or other arrangement entered into by the Lender
                  in connection  with acquiring or  maintaining  the funding for
                  the loan prepaid.

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Mercantile:       Mercantile Bank  of  St.  Louis,  N.A.,  a  national  banking
                  association  having its  principal  place of  business  at One
                  Mercantile  Center,  7th and  Washington  Streets,  St. Louis,
                  Missouri 63101, and its successors and assigns.

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, and its successors
                  and assigns.

Net Worth:        The  Borrower's  consolidated  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 Lenders,  to
                  the  indebtedness  due to the  Lenders,  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 (1) 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.

Notes:            The Revolving  Credit Notes, the Converted Notes, the Existing
                  Term Notes, the Acquisition Notes, and such additional similar
                  notes as may be issued to certain additional Lenders,  and all
                  extensions,   renewals,   and  substitutions  of  or  for  the
                  foregoing.

Operating
Cash Flow:        The Borrower's  consolidated average monthly earnings or loss
                  before interest,  depreciation,  amortization 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
                  (2) 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
                  (12) months.

Operative
Documents:        This  Agreement,  the Notes,  the  Security  Agreement,  the
                  financing   statements   regarding  the   Collateral  and  the
                  documents and certificates delivered pursuant to Section 5.1.
Principal
Loan Amount:      As  to  the  Revolving  Credit  Notes, the aggregate principal
                  amount of all  unpaid  Advances  outstanding  at any time (not
                  including the unpaid balance under the Existing Term Notes or
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                                     - 29 -
<PAGE>

                  any Acquisition Notes, or any amounts converted to a term loan
                  hereunder),  and as to Converted Notes  hereunder,  the unpaid
                  principal amount thereof.
Purchase
Agreement:        The Asset Purchase and Sale Agreement dated as of May 3, 1996,
                  between the Borrower and Broadcast Partners, as amended from
                  time to time.

Quarterly
Compliance
Certificate:      The  certificate delivered  to  the  Lenders  by the Borrower
                  pursuant to Section 4.1(d).

Related
Bank Debt:        The aggregate unpaid balance of all indebtedness, now or here-
                  after 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, and all extensions,  renewals,  and
                  substitutions of or for the foregoing.
Related
Loan
Agreement:        The Loan  Agreement  dated as of October 9, 1992,  between the
                  Borrower and FNB-O, FirsTier and FNB-W and any loan agreements
                  issued in extension,  renewal,  replacement, or restatement of
                  the foregoing.

Release:          The Federal Reserve Statistical Release.

Restricted
Quarter:          Has the meaning set forth in Section 2.5 hereof.

Revolving
Credit Notes:     The Notes issued to the Revolving  Lenders pursuant to Section
                  2.1,  and such  additional  similar  notes as may be issued to
                  Revolving  Lenders  hereinafter  added  to this  Agreement  by
                  mutual written  agreement of the parties,  and all extensions,
                  renewals,  and  substitutions  of or for the same.  Such notes
                  shall be in the form of Exhibit A hereto.

Revolving
Credit Rate:      The  Base  Rate  plus  the  applicable  margin as  determined
                  pursuant to Section 2.3.

Revolving
Lenders:          FNB-O, FNB-W, NBD, Norwest, Farm Credit, Sumitomo, Mercantile
                  and First Bank 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.

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Security
Agreement:        The 1996 Restated Security Agreement dated as of May 3, 1996
                  between the Borrower and FNB-O, as agent for the Lenders, 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 "Farm Dayta
                  Service"  and/or  other  similar  services  and who are not in
                  default of their  payment or other  obligations  with  respect
                  thereto.

Subsidiary:       Any  corporation  business  association,   partnership,  joint
                  venture, limited liability company or other business entity in
                  which the Borrower, or one or more of its Subsidiaries, or the
                  Borrower  and one or more of its  Subsidiaries  has either (i)
                  more than 50% of the  equity  ownership  thereof,  or (ii) the
                  power to elect a majority of the  directors  or to control the
                  identification  of the managing or general partners or similar
                  governing persons thereof.

Sumitomo:         The Sumitomo Bank, Limited, a Japanese  bank being represented
                  by its office at 200 North  Broadway,  Suite 1625,  St. Louis,
                  Missouri 63102, and acting through its Chicago branch, and its
                  successors and assigns.
Term
Agreement:        The  1996 Term Credit Agreement dated May 3, 1996,  among the
                  Borrower and certain  Lenders  specified  therein,  as amended
                  from time to time.
Term
Lenders:          "Lenders" to the Borrower as such term is defined in the Term
                  Agreement.

Total
Indebtedness:     All  loans  and  other  obligations  of the  Borrower  and its
                  Subsidiaries,   without   duplication,   for  borrowed   money
                  (including,  without  limitation,  the indebtedness due to the
                  Lenders)  regardless  of the  maturity  thereof  but such term
                  shall not include  subordinated debt of the Borrower,  as such
                  term  is  defined  in  the  definition  of  Net  Worth  up  to
                  $15,000,000  if such  subordinated  debt is existing on May 3,
                  1996.

Triggering
Event:            Has the meaning set forth in Section 2.5 hereof.

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



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                             II. REVOLVING FACILITY

         2.1 Revolving  Credit.  Until the earlier of June 28, 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  $43,895,500  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  $43,895,500
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
and (viii) as to First Bank,  $5,000,000.  The Borrower shall not be entitled to
any  Advance  hereunder  if,  after  the  making  of  such  Advance,  the  Total
Indebtedness  would exceed  thirty-six (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.

         2.2  Revolving  Credit Fees.  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  $43,895,500  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.  In addition,  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 300% 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 (20) 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). Furthermore, the Borrower will pay to FNB-O an agenting fee equal to
$18,000 annually, payable quarterly in arrears.

         2.3 Interest on Revolving  Credit.  Until the earlier of June 28, 1997,
or the date on which the revolving  credit 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. The margin shall be adjusted
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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 250% 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 250% of Net Worth  but less than 300% 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 300% of Net Worth but not more than 350% of Net Worth, the
         margin for the current  quarter shall be three  quarters of one percent
         (.75%).

The Base Rate plus the  applicable  margin as  determined  above is  hereinafter
referred to as the  "Revolving  Credit 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.  Interest  shall be due upon the  rendering  of each  monthly  invoice
therefor by FNB-O.  Notwithstanding  anything to the contrary  elsewhere herein,
after an Event of  Default  has  occurred  interest  shall  accrue on the entire
outstanding balance of principal and interest on all indebtedness hereunder at a
fluctuating rate equal to the Default Rate.

         2.4  Conversion.  Upon the earlier of: (i) June 28,  1997;  or (ii) the
Borrower's  giving notice of its election to convert the  revolving  credit 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").  Any such term loans shall
be  evidenced  by notes  (the  "Converted  Notes")  separate  from  the  initial
Revolving Credit Notes.  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  Converted  Note shall  become due and payable in
forty-eight  (48)  equal   installments  of  principal,   with  the  first  such
installment due on the last 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 last 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 28, 2001.

         2.5 Interest on  Converted  Notes.  After  Conversion,  interest  shall
accrue on the Principal Loan Amount outstanding on the respective Converted Note
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.

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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 (12)
                           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  percent  (2.00%)  above the  average of the
                  yields on constant  maturity Treasury Bonds with maturities of
                  three  (3)  years  and  five  (5)  years,  as  quoted  in  the
                  immediately  preceding monthly Release for the month preceding
                  such Release;

                  (b) if the Fixed Rate Notice is given after twelve (12) months
         but within  twenty-four  (24) 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 percent  (2.00%) above the yield on constant
                  maturity  Treasury Bonds with a maturity of three (3) 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  (24)
         months of Conversion but within  thirty-six  (36) 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 percent  (2.00%) above the yield on constant
                  maturity  Treasury Bonds with a maturity of two (2) 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  (36)
         months of Conversion  but prior to the maturity of the Converted  Note,
         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.
Interest  shall be due each month  concurrently  with the  Borrower's  principal
payment. Notwithstanding anything to the contrary elsewhere herein, after an
                                       10

                                     - 34 -
<PAGE>
Event of Default has occurred  interest  shall accrue on the entire  outstanding
balance of principal and interest on all indebtedness hereunder at a fluctuating
rate equal to the Default Rate. All interest due under this  Agreement  shall be
calculated on the basis of the actual number of days  outstanding  and a 360-day
year.  Interest  shall  continue  to accrue on the full  unpaid  balance  of all
indebtedness  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 300% 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 Converted Note is less than seven and one-half percent
(7.50%) per annum, 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 as of the date  preceding  the Trigger Event of each Existing
Term Note or  Converted  Note  which  accrues  interest  at less than  seven and
one-half percent (7.50%) per annum,  which amount shall be payable promptly upon
invoicing by FNB-O;  (ii) the same amount as computed in clause (i),  payable on
the six (6) month anniversary of the Trigger Event; and (iii) the same amount as
computed in clause  (i),  payable on the twelve  (12) month  anniversary  of the
Trigger Event.

         2.6 Payments.  All  obligations  of the Borrower under the Related Bank
Debt,  Revolving  Credit Notes and Converted Notes and under 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.  In the event
that a payment day is not a Business  Day, the payment  shall be due on the next
succeeding Business Day.

         2.7 Prepayments. The Borrower may at any time prepay the Principal Loan
Amount  outstanding  under the  Revolving  Credit Notes or any of the  Converted
Notes if the Borrower has given the Revolving  Lenders at least two (2) Business
Days prior  written  notice of its intention to make such  prepayment.  Any such
prepayment may be made without  penalty  except for Converted  Notes as to which
interest is accruing at a fixed rate in accordance with Section  2.5(a),  2.5(b)
or 2.5(c),  in which event a prepayment  penalty shall be due to each  Revolving
Lender, at each Revolving  Lender's option,  either:  (1) the Make-Whole Premium
due to such  Revolving  Lender  in  respect  of  such  prepayment;  or (2)  such
Revolving Lender's applicable  prepayment fee as set forth below. The applicable
prepayment  fee for any Converted  Note shall be: (i) if interest is accruing at
the rate set forth in Section 2.5(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 2.5(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  2.5(c),  the fee shall be three-tenths of one percent
(.30%) of the amount of such prepayment.  The applicable  prepayment fee for any
Existing Term Note shall be as specified in such Existing Term Note.

                                       11

                                     - 35 -
<PAGE>

         2.8 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 on the Notes shall be secured by a
first security interest in the Collateral, as more specifically described in the
Security Agreement.

         2.9 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 1996  Revolving
Credit  Agreement  within the definition of Obligations in such notes,  it being
understood  that this 1996  Revolving  Credit  Agreement,  rather  than the 1995
Restated  Loan  Agreement  dated as of June 29, 1995,  or the 1993 Restated Loan
Agreement  dated as 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 1996
Revolving Credit Agreement. The Existing Term Notes shall continue to be secured
by the security interest provided in the Security Agreement.

         2.10 Related Loan Agreement. Nothing herein shall be deemed to alter or
amend the Borrower's  obligations under the Related Loan Agreement,  the Related
Bank Debt or any collateral  security  therefor,  all of which shall continue in
full force and effect in accordance with the terms thereof.


                       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 and each of its Subsidiaries,  if any, 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 states
where it is doing business except where the failure to be so qualified would not
have a material  adverse effect on it and it has full power and authority to own
and operate its  properties  and to carry on its business.  As of June 28, 1996,
the Borrower has no Subsidiaries.

         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 or any of its  Subsidiaries  is a party or by
which  it or any of its  Subsidiaries  or any of its or  their  property  may be
bound.

         3.3 Validity of  Agreements.  The Borrower's  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

                                       12

                                     - 36 -
<PAGE>
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.  Neither the Borrower nor any Subsidiary is 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 or any
Subsidiary  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 or the Purchase Agreement do not 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.  Neither the  Borrower  nor any
Subsidiary is 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 or any  Subsidiary  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. Neither the Borrower nor any Subsidiary is 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 the  Borrower's  Operative  Documents  or
which  could have a  material  adverse  effect  upon the  Borrower's  ability to
perform its obligations under its Operative Documents.

         3.9 Taxes.  All tax returns of the  Borrower and its  Subsidiaries  for
material taxes  required to be filed have been filed or extensions  permitted by
law have been  obtained;  all taxes of the  Borrower and its  Subsidiaries  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  of  the  Borrower  and  its
Subsidiaries 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 A attached hereto. The Borrower's
                                       13


                                     - 37 -
<PAGE>
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.   Neither  the  Borrower  nor  any  Subsidiary
maintains a "Plan" as defined in Section 3 of the  Employees  Retirement  Income
Security Act of 1974  ("ERISA"),  or each such entity is in compliance  with the
minimum funding  requirements  with respect to any such "Plan"  maintained by it
and it 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
hereunder  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  hereunder  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 and
its  Subsidiaries is truly and accurately set forth in the most recent financial
statement which has been provided to the Lenders 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  Lenders  a
         consolidated  balance  sheet and  statement of earnings of the Borrower
         and its consolidated  Subsidiaries,  and such financial statements on a
         consolidating basis as to the Borrower,  all such financial  statements
         to  be  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
         Lenders:  (i) a consolidated balance sheet and statement of earnings of
         the Borrower and its consolidated Subsidiaries, certified by Deloitte &
         Touche, or other independent certified public accountants acceptable to
         the Lenders,  that such financial  reports fairly present the financial
         condition of the Borrower and its  consolidated  Subsidiaries  and have
         been  prepared  in  accordance  with  generally   accepted   accounting
         principles consistently applied; and (ii) a certificate from such


                                       14


                                     - 38 -
<PAGE>
         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 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  Lenders  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 thirty (30) days after submission to the Securities
         and  Exchange  Commission,  the Borrower  shall  provide to the Lenders
         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 Lenders a certificate  of
         the chief  financial  officer of the Borrower in the form of Exhibit C,
         setting  forth  such  information   (including  detailed  calculations)
         sufficient to verify the  conclusions of such officer after due inquiry
         and review, that:

                           (i) The Borrower and each  Subsidiary,  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 Lenders  with such other
         financial reports and statements as the Lenders may reasonably request.

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 Lenders. The Lenders shall be
                                       15


                                     - 39 -
<PAGE>
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 Lenders,  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 $23,500,000;  provided,  however,  solely
for purposes of determining  compliance with the provisions of this Section 5.3,
"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  Lenders to exceed  forty-eight  (48) times
         Operating Cash Flow.

                  (b) The  Borrower  shall not at any time  permit  consolidated
         Total Indebtedness to exceed 350% of Net Worth.

                  (c) On the day the  Borrower or a  Subsidiary  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 of
         the Borrower and its Subsidiaries,  plus the contingent  obligations of
         the Borrower and its Subsidiaries 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 of any  property or  business)
         shall not exceed an amount  equal to sixty (60)  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

                                       16


                                     - 40 -
<PAGE>
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 Lenders 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 or any  Subsidiary to which such entity 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 or any Subsidiary.

         4.7  Distributions.

                  (a) Neither  Borrower  nor any  Subsidiary  shall  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 prior
         written consent of the Lenders;  provided,  however,  that the Borrower
         may declare stock dividends;  provided, further, that the Borrower need
         not obtain the Lenders'  consent  with respect to (i)  dividends in any
         one (1) year which are, in aggregate,  less than 25% of the  Borrower's
         net operating profit after taxes in the previous four (4) quarters,  as
         reported to the Lenders  pursuant to Section 4.1; or (ii)  dividends or
         distributions from any consolidated Subsidiary.

                  (b)  Neither  the  Borrower  nor any  Subsidiary  other than a
         Subsidiary  which  is  wholly-owned  by the  Borrower  shall  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 or any Subsidiary 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  and  each
Subsidiary shall comply in all material respects with all applicable federal and
state laws and regulations.
                                       17


                                     - 41 -
<PAGE>
         4.9  Maintenance  of  Property;  Accounting;   Corporate  Form;  Taxes;
Insurance.

                  (a) The  Borrower  and  each  Subsidiary  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 and each Subsidiary  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 and each  Subsidiary  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, except where such failure
         to do so with  respect  to any  Subsidiary  would  not have a  material
         adverse   effect  on  the  ability  of  the  Borrower  to  perform  its
         obligations under the Operative Documents.

                  (d) The  Borrower  and each  Subsidiary  shall pay all  taxes,
         assessments and  governmental  charges or levies imposed upon it or its
         property;  provided, however, that the Borrower or any Subsidiary 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  or cause to be  maintained
         liability   insurance  and  casualty   insurance  upon  the  Collateral
         (excluding  equipment  or  inventory  provided  to  Subscribers  in the
         ordinary  course of business) and other tangible assets owned by it and
         its  Subsidiaries.  The  Borrower  shall  name  FNB-O as agent  for the
         Lenders as the loss  payee on all such  casualty  insurance,  and as an
         additional  insured on all such  liability  insurance and shall provide
         the Lenders with evidence of such insurance upon request.

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

         4.11 Guaranties. Neither the Borrower nor any Subsidiary shall guaranty
or  become  responsible  for the  indebtedness  of any other  person or  entity;
provided,  however,  that  a  Subsidiary  may  guaranty  the  obligation  of the
Borrower;  provided further, that the Borrower may guaranty the obligations of a
Subsidiary so long as no Event of Default (or no event or occurrence  which with
the passage of time or notice,  or both,  would  become an Event of Default) has
occurred  or will  occur  hereunder,  taking  into  account  such  guaranty  and
indebtedness.

                                       18


                                     - 42 -
<PAGE>

         4.12 Collateral. Neither the Borrower nor any Subsidiary shall 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 or any  Subsidiary  from  acquiring  leased  equipment  in the ordinary
course of  business.  Without  limiting the  generality  of the  foregoing,  the
Borrower  covenants and agrees that it shall on request  enforce for the benefit
of the Lenders, but at the sole expense of the Borrower,  any and all rights and
remedies (including,  without limitation, rights to indemnity), that it may have
with  respect  to the  existence  of any  liens,  security  interests  or  other
encumbrances  that may  exist on the  property  of the  Borrower  acquired  from
Broadcast Partners under the Purchase Agreement.  Notwithstanding  anything else
to the contrary herein or in the Operative  Documents,  Broadcast Partners shall
have no right to share in the proceeds of any such  recovery  which  constitutes
the  proceeds  of  any  indemnity  claim  by the  Borrower  under  the  Purchase
Agreement.

         4.13 Name;  Location.  The Borrower  shall give the Lenders ninety (90)
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 Lenders 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 (1) of the  following  has occurred
         with respect to two of the four (4)  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 persons as officers and directors of
         the Borrower;  (ii) any announcement,  notice of 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 persons.

         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 2.5 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.

                                       19
<PAGE>


         4.16 Subordinated  Debt.  Neither the Borrower nor any Subsidiary shall
incur  any  subordinated  debt or issue  any  preferred  stock or  warrants  for
preferred  stock except upon the prior written  consent of the Lenders.  Neither
the Borrower nor any Subsidiary shall make any voluntary or optional  prepayment
on any  subordinated  debt  without the prior  written  consent of the  Lenders.
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 Lenders.  The indebtedness to Broadcast  Partners under the Notes
shall not be considered subordinated debt.

         4.17 Subsidiaries. The Borrower shall give prompt written notice to the
Lenders of the Borrower's intent to acquire,  or the Borrower's  acquisition of,
any  Subsidiary.  Prior to the creation or acquisition of such  Subsidiary,  the
Borrower  (i)  shall  cause a first  security  interest  in the  assets  of such
Subsidiary to be perfected in favor of FNBO, as agent for the Lenders,  and (ii)
shall cause the  Subsidiary to enter into a security  agreement,  to execute and
file such financing  statements and to provide opinions all in form satisfactory
to the Lenders as to compliance with this section.

         4.18 Amendments to Purchase Agreement. The Borrower shall not amend the
Purchase Agreement without the prior written consent of the Lenders.

                             V. CONDITIONS PRECEDENT

         5.1  Closing  Conditions.  Any  and  all  obligations  of  the  Lenders
hereunder are subject to satisfaction of the following conditions precedent:

                  (a) FNB-O, as agent, shall have received an opinion of counsel
         to the  Borrower  covering  such  matters as the  Lenders  may  request
         (including, without limitation,  corporate existence and good standing,
         corporate authority,  due authorization,  execution and delivery of the
         Operative  Documents,  the legal, valid, binding and enforceable nature
         of the Operative Documents, the perfection and priority of the security
         interest in the Collateral  granted to the Lenders,  and the Borrower's
         compliance  with  applicable  state and federal laws in connection with
         the equity  offering made in connection  with the Purchase  Agreement),
         such  opinion to be  satisfactory  in form and  substance to counsel to
         FNB-O;

                  (b) FNB-O, as agent, shall have received such certificates and
         documents  as the 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 Lenders, in the Collateral.


                                       20

                                     - 43 -
<PAGE>
                            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 fifteen
         (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 or any Subsidiary to comply with
         any requirement or restriction  applicable to such entity and 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 or any Subsidiary 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 (10) days  following  receipt  of
         notice from FNB-O on behalf of the Lenders.

                  (f) The  occurrence  of a  default  or a breach  of any of the
         obligations of the Borrower or any Subsidiary  (other than  obligations
         of such  Subsidiary to the Borrower)  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 or any
         Subsidiary for the payment of money, which is not covered by insurance,
         and the  expiration  of thirty  (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  or any  Subsidiary  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  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 such
                  entity or of all or any part of its property, or of any or all
                  of the

                                       21

                                     - 44 -
<PAGE>
                  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 or any  Subsidiary  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  any
                  Subsidiary 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 such entity 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 or any
                  Subsidiary  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 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 any  Existing  Term
         Note or 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.

                  (m) The Borrower  pays,  or is  determined  to be obligated to
         pay, any indemnity to Broadcast  Partners under the Purchase  Agreement
         in excess of $1,000,000 in the aggregate.

                                       22

                                     - 45 -
<PAGE>
         6.2 Remedies. If an Event of Default occurs and is continuing, upon the
election of the Lenders  holding  two-thirds of the then  outstanding  aggregate
Total Indebtedness of the Borrower to the Lenders (including under the Revolving
Credit Notes,  the Existing Term Notes,  the Related Bank Debt, the  Acquisition
Notes, and any similar  indebtedness),  the entire unpaid principal amount under
the Notes, 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 Lenders may exercise  their rights
under the other Operative  Documents,  the Notes,  the Term  Agreement,  and the
Related Loan  Agreement  (and the  operative  documents  with respect  thereto),
including,  without limitation,  under the Security  Agreement.  For purposes of
this Article VI, the term Lenders includes Boatmen's.  In addition,  the Lenders
shall have such other  remedies as are available at law and in equity.  Remedies
under this Agreement,  the Operative  Documents,  the Notes, the Term Agreement,
the Related Loan Agreements (and the operative  documents with respect  thereto)
are cumulative. Any waiver must be in writing by the Lenders 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.


                         VII. INTER-CREDITOR AGREEMENTS

         7.1 FNB-O as  Servicer.  FNB-O will act as sole  servicer  of the loans
evidenced  by the Notes.  For  purposes of this  Article  VII,  the term Lenders
includes  Boatmen's  and the term  Event of  Default  means any Event of Default
hereunder,  under any Note,  or under the Term  Agreement  or the  Related  Loan
Agreement. FNB-O will enforce, administer and otherwise deal with the loans made
by the Lenders 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 Lenders:  (i)
maintain  originals of the  Operative  Documents  (excluding  the Notes) and the
operative  documents in connection  with the Term Agreement and the Related Loan
Agreement;  (ii)  receive  requests  for Advances  from the  Borrower,  promptly
transmit the same to the  Revolving  Lenders 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 7.2; (iv) receive  notices from the Borrower and send copies  thereof
to the Lenders if FNB-O has  reasonable  cause to believe that such Lenders have
not received such notice from another source;  and (v) advise the Lenders of the
occurrence of any material Event of Default which FNB-O obtains actual knowledge
of. The Lenders  agree not to attempt to take any action  against  the  Borrower
under the Operative Documents, the Notes, the Term Agreement or the Related Bank
Debt or with  respect to the  indebtedness  evidenced  thereby  without  FNB-O's
consent unless  holders of two-thirds of the then  outstanding  aggregate  Total
Indebtedness of the Borrower to the Lenders  (including  under the Notes and any
similar indebtedness) 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

                                       23

                                     - 46 -
<PAGE>
receipt of such  request.  All actions,  consents,  waivers and approvals by the
Lenders shall be deemed taken or given and amendments hereto deemed agreed to if
the  holders  of  more  than  two-thirds  of  the  outstanding  aggregate  Total
Indebtedness  of the Borrower to the Lenders shall have indicated  their consent
thereto.  Notwithstanding  the foregoing,  unanimous  approval shall be required
for: (i) any reduction or compromise of the principal  loan amount of the Notes,
the  amount or rate of  interest  accrued  or  accruing  thereon or the fees due
hereunder; (ii) extension of the date of any scheduled payment; (iii) permitting
the sale of or  releasing  the  security  interest of the Lenders in  Collateral
which comprises more than ten percent (10%) of net book value of fixed assets of
the Borrower;  and (iv) any amendment of Sections 7.1 or 7.2 hereof. A Revolving
Lender's  commitment  hereunder may not be increased without the consent of such
Revolving  Lender,  it being  understood,  however,  that increases in the total
revolving credit facility  hereunder may be made with the consent of the holders
of  more  than  two-thirds  of  the  outstanding   aggregate  total  outstanding
obligation  of the Borrower to the Revolving  Lenders,  so long as such increase
does  not  result  in the  increase  of any  non-consenting  Revolving  Lender's
commitment hereunder.

         7.2 Application of Payments.  Until the earlier of the occurrence of an
Event of Default or any  Lender'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
         Notes and fees due to the Lenders;

                  (b) second,  to make  payments due but unpaid under any of the
         other Notes; and

                  (c) third, pro rata to the Lenders,  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  Lender's  giving of notice
that it deems itself insecure,  payments or prepayments on the Notes received by
FNB-O or any of the Lenders 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 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 the  Lenders,  based on their
         respective  pro rata shares of the funds to be applied.  Each  Lender's
         pro rata share shall be equal to a fraction, (x) the numerator of which
         shall be total principal loan amount then outstanding which is owing to
         each such  Lender  under its Notes,  and (y) the  denominator  of which
         shall be the total  principal  loan  amount then  outstanding  which is
         owing to the Lenders under all Notes.

                                       24

                                     - 47 -
<PAGE>
Prepayments  made  pursuant to Section 2.6A of the Term  Agreement  and payments
under the Purchase  Agreement shall not be subject to this Section 7.2, it being
understood,  however,  that prepayments under Section 2.6A of the Term Agreement
shall not be permitted  after the occurrence of an Event of Default  without the
prior written consent of the Lenders.  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 any of the  other  Lenders  nor  shall  FNB-O  have  any
obligation  to purchase all or a part of any Note  hereunder or any Advance made
by any Lenders, nor shall the Lenders have any recourse whatsoever against FNB-O
with respect to any failure of the Borrower to repay the indebtedness referenced
herein.

         7.3  Liability  of FNB-O.  FNB-O shall not be liable to the Lenders 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 1996 Revolving Credit
Agreement,  the  Notes,  or the  other  Operative  Documents  or  the  operative
documents  under the Term  Agreement or the Related  Bank Debt,  or the value or
sufficiency  of any  Collateral  given by the  Borrower  or the  priority of the
Lenders' 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,  the Existing Term
Notes, or the operative documents under any Related Bank Debt 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.

         7.4  Transfers.  No  Lender  shall  subdivide,   transfer  or  grant  a
participation  in its respective Notes or in any Advance  hereunder  without the
prior written consent of FNB-O which consent shall not be unreasonably withheld.

         7.5 Reliance.  The Lenders acknowledge that they have been advised that
none of the 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 Lenders  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 Lenders.  The Lenders intend for the  relationships
created by this  Agreement to be construed as concurrent  direct loans from each
Lender respectively to the Borrower. Nothing herein shall be construed as a loan
from  any  Lender  to FNB-O  or as  creating  a  partnership  or  joint  venture
relationship among them.



                                       25

                                     - 48 -
<PAGE>

         7.7 New  Lenders.  In the  event  that new  Lenders  are  added to this
Agreement, the Term Agreement or the Related Loan Agreement,  such Lenders shall
be required to agree to the inter-creditor provisions of this Article VII.


                               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

                  If to the Lenders:

                           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 Sections 2.4 and 2.5 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 Lenders of this
Agreement  and shall continue  in  full force  and effect so long as any Note or




                                       26

                                     - 49 -
<PAGE>
any  obligation  to  the  Lenders  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 Lenders.

         8.7  Severability.   If  any  provision  of  this  Agreement  shall  be
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective to the extent of such prohibition or invalidity without invalidating
the remainder of such provision or the remaining provisions of this Agreement.

         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 requisite parties hereto.

         8.10 Consent to Amendments of Existing  Documents.  The parties  hereto
expressly consent and agree to the First Amendment to the 1996 Restated Security
Agreement,  dated as of June 28,  1996,  between the Borrower and FNB-O as agent
for the Lenders.

         IN WITNESS WHEREOF,  the Borrower,  Boatmen's and the Revolving Lenders
have caused this 1996  Revolving  Credit  Agreement to be executed by their duly
authorized corporate officers as of the day and year first above written.







                                       27

                                     - 50 -
<PAGE>





                                            DATA TRANSMISSION NETWORK
                                            CORPORATION


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





                                       28

                                     - 51 -
<PAGE>





                                            FIRST NATIONAL BANK OF OMAHA


                                                 By    /s/ 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






                                       29

                                     - 52 -
<PAGE>






                                            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






                                       30

                                     - 53 -
<PAGE>






                                            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






                                       31

                                     - 54 -
<PAGE>





                                            NBD BANK


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






                                       32

                                     - 55 -
<PAGE>






                                            NORWEST BANK NEBRASKA, N.A.



                                                 By    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






                                       33


                                     - 56 -
<PAGE>






                                            FARM CREDIT SERVICES OF
                                            THE MIDLANDS, PCA


                                                 By    /s/
                                                       ------------------------
                                               Title:  Division President-Credit
                                                       & Chief Credit 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







                                       34


                                     - 57 -
<PAGE>





                                            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






                                       35

                                     - 58 -
<PAGE>





                                            FIRST BANK, NATIONAL ASSOCIATION



                                                 By    /s/ Joe 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






                                       36

                                     - 59 -
<PAGE>





                                            THE BOATMEN'S NATIONAL
                                            BANK OF ST. LOUIS


                                                 By    /s/ Robert D. Homes, 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






                                       37

                                     - 60 -
<PAGE>



                                    EXHIBIT A



                       TO 1996 REVOLVING CREDIT AGREEMENT
                                     BETWEEN
                          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,
                    THE BOATMEN'S NATIONAL BANK OF ST. LOUIS,
                                       AND
                      DATA TRANSMISSION NETWORK CORPORATION



                                  FORM OF NOTES






                                       1


                                     - 61 -
<PAGE>




                        SECURED BUSINESS PROMISSORY NOTE

Omaha, Nebraska                                                  $
                      , 19
----------------------
(Note Date)                                                      (Maturity Date)


                              REVOLVING NOTE TERMS

         On or before  June 28,  1997,  DATA  TRANSMISSION  NETWORK  CORPORATION
("Maker")  promises to pay to the order of  [REVOLVING  LENDER]  ("Lender")  the
principal sum hereof,  which shall be the lesser of Dollars,  or so much thereof
as may have been advanced by Lender,  either  directly  under this Note or as an
advance  pursuant to the 1996 Revolving  Credit  Agreement  dated as of June 28,
1996,  as amended  from time to time (the  "Agreement")  among Maker and Lender,
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. and First Bank,
National Association  (collectively,  the "Lenders").  All capitalized terms not
defined  herein  shall  have  their  respective  meanings  as set  forth  in the
Agreement.

         Interest  shall accrue on the  principal  sum hereof from and including
the  Note  Date  above  to the  earlier  of the  Maturity  Date  or the  date of
Conversion (as such term is defined  hereafter) at a variable rate,  which shall
fluctuate on a monthly  basis,  equal to the rate announced from time to time by
FNB-O as its "National  Base Rate" minus .75% (the "Base Rate") plus a margin as
determined  below.  The margin  shall be  adjusted  quarterly  after  receipt of
Maker's  Quarterly  Compliance   Certificate  (as  defined  in  the  Agreement).
Adjustments shall be retroactive to the beginning of the current quarter.

                  (a) If the Quarterly Compliance  Certificate shows that, as of
         the end of the prior quarter,  Total Indebtedness was less than 250% of
         Net Worth,  the margin for the current quarter  (meaning the quarter in
         which the certificate is required to be delivered) shall be zero.

                  (b) 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 .25%.

                  (c) 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  but less than 350% of Net  Worth,  the
         margin for the current quarter shall be .75%.

The Base Rate plus the  applicable  margin as  determined  above is  hereinafter
referred to as the  "Revolving  Credit 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.  Interest  shall be due upon the  rendering  of each  monthly  invoice
therefore by FNB-O.

                                       2


                                     - 62 -
<PAGE>

                                 TERM NOTE TERMS

         Upon the earlier of: (i) June 28, 1997;  or (ii) Maker's  giving notice
of its election to convert the revolving  credit loan evidenced by this Note, or
any portion  thereof,  to a term loan, the revolving loan  referenced  above (or
applicable  portion  thereof)  shall be  deemed  converted  to a term  loan (the
"Conversion"). At the option of the parties, any such term loan may be evidenced
by a separate note.  Upon  Conversion,  the  availability of principal under the
revolving  loan shall  decrease by the amount of the Converted Debt and the then
outstanding  principal  hereunder  shall  become due and payable in  forty-eight
equal installments of principal, with the first such installment due on the last
day of the month following Conversion, or, if such day is not a Business Day, on
the next succeeding Business Day, subsequent installments due on the last 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 28, 2001.

         After  Conversion,  interest shall accrue on the principal  outstanding
from time to time at a variable rate,  which shall fluctuate on a monthly basis,
which is equal to the Revolving Credit Rate plus .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, Maker may elect one
of the following  alternatives  in order to have a fixed  interest rate apply to
the  principal  converted  and  outstanding  hereunder  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, Maker may elect a fixed rate equal to the greater of (i)the
         Revolving  Credit Rate in effect on the date of the notice,  plus .75%,
         or

                           (ii)  2.00%  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");

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

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

                           (ii)  2.00%  above  the  yield on  constant  maturity
                  Treasury Bonds with a maturity of three years as quoted in the
                  immediately preceding monthly Release;






                                       3

                                     - 63 -
<PAGE>

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

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

                           (ii)  2.00%  above  the  yield on  constant  maturity
                  Treasury Bonds with a maturity of two years,  as quoted in the
                  immediately preceding monthly 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,  Maker may
         elect a fixed rate equal to the Revolving  Credit Rate in effect on the
         date of the notice, plus .50%.

Any election of a fixed rate by Maker shall be final and  irrevocable.  Interest
shall  be due  each  month  concurrently  with the  Maker's  principal  payment.
Notwithstanding  anything to the contrary  elsewhere  herein,  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 Default Rate. Interest
shall be calculated on the basis of the actual number of days  outstanding and a
360-day  year.  Interest  shall  continue to accrue on the full  unpaid  balance
hereunder  notwithstanding any permitted or unpermitted failure of Maker to make
a  scheduled  payment or the fact that a  scheduled  payment  day falls on a day
other  than  a  Business  Day.  If  Maker's  most  recent  Quarterly  Compliance
Certificate shows that, as of the end of the prior quarter,  Total  Indebtedness
was in  excess  of 300% 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 (as defined in the Agreement) or Converted Note is less than 7.50% per
annum, a "Trigger  Event" shall be deemed to have occurred.  Upon the occurrence
of a Trigger  Event,  Maker shall be obligated to pay the  following  fees:  (i)
 .375% of the outstanding  principal balance as of the date preceding the Trigger
Event of each  Existing Term Note or Converted  Note which  accrues  interest at
less than seven and  one-half  percent  (7.50%) per annum which  amount shall be
payable  promptly upon  invoicing by FNB-O;  (ii) the same amount as computed in
clause (i), payable on the six-month anniversary of the Trigger Event; and (iii)
the  same  amount  as  computed  in  clause  (i),  payable  on the  twelve-month
anniversary of the Trigger Event.

         Maker may at any time prepay in whole or in part any  principal  amount
outstanding  under the Revolving  Credit Note or the Converted Note if the Maker
has given the Lenders at least two (2) business days prior written notice of its
intention  to make such  prepayment.  Any such  prepayment  may be made  without
penalty  except for a Converted  Note as to which interest is accrued at a fixed
rate in  accordance  with  clause (a),  (b) or (c), in which event a  prepayment
penalty  shall  be due to the  Lender,  at  Lender's  option,  either:  (1)  the
Make-Whole  Premium  due in respect of such  prepayment;  or (2) the  applicable
prepayment  fee as set  forth  below.  The  applicable  prepayment  fee  for any
Converted Note shall be: (i) if interest is  accruing at the rate set  forth in




                                       4


                                     - 64 -
<PAGE>
clause (a) above, the fee shall be 1.50% of the amount of such prepayment;  (ii)
if interest is accruing at the rate set forth in clause (b) above, the fee shall
be .75% of the amount of such  prepayment;  and (iii) if interest is accruing at
the rate set forth in clause  (c),  the fee shall be .30% of the  amount of such
prepayment.


                                  GENERAL TERMS

         Payment of this Note and the performance of Maker's  obligations  under
the  Agreement  ("Obligations")  are secured by a security  interest  granted to
First  National  Bank of Omaha,  as agent for the Lenders and others  ("Agent"),
under a 1996 Restated Security  Agreement dated as of May 3, 1996, as amended by
the First Amendment to the 1996 Restated Security Agreement dated as of June 28,
1996 (the "Restated Security Agreement") in:

         All of Maker's accounts, accounts receivable, chattel paper, documents,
instruments, goods, inventory, equipment, general intangibles,  contract rights,
all  rights  of Maker in  deposits  and  advance  payments  made to Maker by its
customers and  Subscribers,  accounts due from  advertisers  and all  ownership,
proprietary,  copyright,  trade secret and other intellectual property rights in
and to computer software (and specifically  including,  without limitation,  all
such rights in DTN transmission  computer  software used in the provision of the
Basic DTN  Subscription  Service and Farm Dayta Service to Maker's  Subscribers)
and  all  documentation,  source  code,  information  and  works  of  authorship
pertaining  thereto,  all now owned or  hereafter  acquired and all proceeds and
products  thereof;  and  such  additional  collateral  as is  more  specifically
described in the Restated Security Agreement.

         Maker's liability under its Obligations shall not be affected by any of
the following:

                  Acceptance  or retention by Lender or Agent of other  property
         or interests as security for the  Obligations,  or for the liability of
         any person other than a Maker with respect to the Obligations;

                  The release of all or any of the Collateral or other security
         for any of the Obligations to any Maker;

                  Any release, extension, renewal, modification or compromise of
         any of the Obligations or the liability of any obligor thereon; or

                  Failure by Lender or Agent to resort to other  security or any
         person  liable  for  any of the  Obligations  before  resorting  to the
         Collateral.




                                       5

                                     - 65 -
<PAGE>

         Neither  Lender nor Agent is required to take any action  whatsoever in
respect of the Collateral. Impairment or destruction of the Collateral shall not
release Maker of its liability hereunder.

         Maker represents, warrants and covenants as follows:

                  Maker is authorized  to grant to Agent a security interest in
         the Collateral;

                  This Note, the Agreement and the Restated  Security  Agreement
         have been duly  authorized,  executed  and  delivered  by the Maker and
         constitute legal, valid and binding obligations of Maker;

                   This  Note  evidences  a loan for  business  or  agricultural
purposes; and

                  Maker agrees to pay all costs of collection in connection with
         this Note, the Agreement and the Restated Security Agreement, including
         reasonable attorneys' fees and legal expenses.

         Upon the failure of Maker to make any payment of  principal or interest
when  due  hereunder  or the  occurrence  of any  Event of  Default,  all of the
Obligations  shall, at the option of Agent and without notice or demand,  mature
and become  immediately  due and  payable;  and Agent  shall have all rights and
remedies  for  default  provided  by the  Uniform  Commercial  Code,  any  other
applicable law and/or the Obligations.

         All costs and  expenses  incurred by Lender or Agent in  enforcing  its
rights under this Note or any mortgage,  endorsement, surety agreement, guaranty
relating  thereto  are the  obligation  of  Maker  and are  immediately  due and
payable.  Interest  shall  accrue on such  costs and  expenses  from the date of
incurrence at the rate  specified  herein for  delinquent  Note  payments.  Each
Maker,  endorser,  surety and  guarantor  hereby  waives  presentment,  protest,
demand, notice of dishonor, and the defense of any statute of limitations.

         Without  affecting  the  liability  of any Maker,  endorser,  surety or
guarantor, the holder or Agent may, without notice, renew or extend the time for
payment,  accept  partial  payments,  release or impair any  Collateral or other
security for the payment of this Note or agree to sue any party liable on it.

         Neither  Lender  nor Agent  shall be deemed to have  waived  any of its
rights  upon or under  this Note,  or under any  mortgage,  endorsement,  surety
agreement or guaranty, unless such waivers be in writing and signed by Lender or
Agent,  as the case may be. No delay or  omission on the part of Lender or Agent
in  exercising  any right  shall  operate as a waiver of such right or any other
right. A waiver on any one occasion shall not be construed as a bar to or waiver
of any right on any future occasion.  All rights and remedies of Lender or Agent
on  liabilities  or the  Collateral,  whether  evidenced  hereby or by any other
instrument  or papers,  shall be cumulative  and may be exercised  singularly or
concurrently.

                                       6

                                     - 66 -
<PAGE>

         Maker,  if more  than  one,  shall  be  jointly  and  severally  liable
hereunder and all  provisions  hereof  regarding the  liabilities or security of
Maker shall apply to any  liability or any security of any or all of them.  This
Note shall be  binding  upon the heirs,  executors,  administrators,  assigns or
successors of Maker;  shall constitute a continuing  agreement,  applying to all
future  as  well  as  existing  transactions,  whether  or not of the  character
contemplated  at the date of this Note, and if all  transactions  between Lender
and Maker shall be at any time closed,  shall be equally  applicable  to any new
transactions thereafter, provided that Lender's interest in the Collateral shall
be limited to the extent  provided in the  Restated  Security  Agreement;  shall
benefit  Lender,  its  successors  and  assigns;  and shall so continue in force
notwithstanding any change in any partnership party hereto,  whether such change
occurs through death, retirement or otherwise.

         All  obligations  of Maker  hereunder  shall be payable in  immediately
available funds in lawful money of the United States of America at the principal
office of First  National  Bank of Omaha in  Omaha,  Nebraska  or at such  other
address as may be designated by Bank in writing.

         This  Note  shall be  construed  according  to the laws of the State of
Nebraska.

         Unless the content otherwise requires,  all terms used herein which are
defined in the Uniform Commercial Code shall have the meanings therein stated.

         Any provision of this Note which is prohibited or  unenforceable in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.

         This Note is given in  substitution  of that certain  Secured  Business
Promissory Note dated , 1995 in the original  principal  amount of $ . This Note
shall not affect, and there remains outstanding from the Maker to the Lender the
Related Bank Debt (as such term is defined in the  Agreement)  and those certain
Secured  Business  Promissory  Notes dated as of July 7, 1992,  October 1, 1992,
October 12, 1992, October 19, 1992,  November 3, 1992, January 4, 1993, February
9, 1993,  April 16, 1993, July 8, 1993,  August 30, 1994,  November 29, 1994 and
February 27, 1995, and all extensions, renewals, and substitutions of or for the
foregoing.

         Executed as of this       day of              , l9  .


                                            DATA TRANSMISSION NETWORK
                                            CORPORATION


                                                 By:
                                               Title:

4508J/44-50




                                       7

                                     - 67 -
<PAGE>

                            PROMISSORY NOTE SCHEDULE

                     Loan Advances and Payments of Principal

                      DATA TRANSMISSION NETWORK CORPORATION


                     REVOLVING NOTE ADVANCES AND PAYMENTS:

                         Amount of                         Unpaid
            Amount     Principal Paid      Amount of      Principal     Notation
Date      of Advance     or Prepaid      Interest Paid     Balance      Made By






                                       8

                                     - 68 -
<PAGE>

TERM NOTE:

Date of Conversion:

Amount Due at Date of Conversion:



    Fixed Rate Notice Date:                    Fixed Rate:           %

                         Amount of                         Unpaid
            Amount     Principal Paid      Amount of      Principal     Notation
Date      of Advance     or Prepaid      Interest Paid     Balance      Made By






                                       9


                                     - 69 -
<PAGE>

                                    EXHIBIT B



                       TO 1996 REVOLVING CREDIT AGREEMENT
                                     BETWEEN
                          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,
                    THE BOATMEN'S NATIONAL BANK OF ST. LOUIS,
                                       AND
                      DATA TRANSMISSION NETWORK CORPORATION



                               DRAWING CERTIFICATE


                                       1

                                     - 70 -
<PAGE>

                               DRAWING CERTIFICATE
                      DATA TRANSMISSION NETWORK CORPORATION

To induce  the  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.
and First  Bank,  National  Association  (the  "Revolving  Lenders")  to make an
advance under the 1996 Revolving Credit Agreement (the "Agreement")  dated as of
June 28, 1996, between the undersigned (the "Borrower"),  The Boatmen's National
Bank of St. Louis ("Boatmen's"),  and the Revolving Lenders (as to Boatmen's and
the Revolving Lenders together,  (the "Banks"), the Borrower hereby certifies to
the  Banks  that its  Operating  Cash  Flow (as  defined  in the  Agreement)  as
represented  below is true and  correct  and that there is no default  under the
aforementioned  Agreement,  or on any other  liability  of the  Borrower  to the
Banks.

All information as of:  Date
                                   ------------------------------

a)  Principal on Converted Notes,
    Acquisition Notes, Existing Term Notes,
    and Related Bank Debt 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:
               ---------------------------------------




                                       2

                                     - 71 -
<PAGE>

                                    EXHIBIT C



                       TO 1996 REVOLVING CREDIT AGREEMENT
                                     BETWEEN
                          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,
                    THE BOATMEN'S NATIONAL BANK OF ST. LOUIS,
                                       AND
                      DATA TRANSMISSION NETWORK CORPORATION



                              OFFICER'S CERTIFICATE





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                             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 1996 Revolving Credit Agreement (the  "Agreement")
dated as of June 28, 1996,  between First National Bank of Omaha, First National
Bank,  Wahoo,  Nebraska,  NBD Bank,  Norwest Bank  Nebraska,  N.A.,  Farm Credit
Services of the  Midlands,  PCA in care of  AgAmerica,  FCB, The Sumitomo  Bank,
Limited,  Mercantile Bank of St. Louis, N.A., First Bank, National  Association,
The  Boatmen's  National  Bank  of  St.  Louis  and  Data  Transmission  Network
Corporation.

The following calculations are as of (statement date) as required by
Section 4.1(d) of said

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
    Amortization
    Deferred Income Taxes
    Non-Ordinary Non-Cash
       Charges (Credits)

    Total             a)                    b)

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


Section 2.3

o   Pricing:                 If TI/NW is less than 250% then the margin is zero.




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                              If TI/NW is equal or  greater  than  250% but less
                              than  300% then the  margin  is 1/4%.  If TI/NW is
                              equal or greater than 300% but less than 350% then
                              the margin is 3/4%.

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


Section 2.5

o                     Trigger Fee: If TI/NW exceeds  300%,  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,
                      Acquisition   Notes  or  Converted  Notes  which  have  an
                      interest rate less than 7.5% per annum is due.

    Position:                 A Trigger Event  has/has not  occurred.


Section 4.3

o    Net Worth:        A minimum Net Worth (exclusive of subordinated debt) of
                       $23,500,000 is required.

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


Section 4.4

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

    Position:                 (48 x OCF)  -  Total Indebtedness  =
                                          -                      =
                              ----------     -------------------    -----------

o    Indebtedness:     At no time will TI/NW exceed 350%.

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

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o   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

o    Interest                 The ratio of  OCF to  Interest Expense ("IE") at
    Coverage:                 the end of each quarter will not be less than
                              2.25 to 1.0 (225%).

    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 or  a material  adverse  change in
                      management  personnel  as defined  in Section  4.14 of the
                      Agreement; or

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

         (iii)        an  indemnity  claim by  Broadcast Partners under Section
                      6.1(m).

Name of Borrower:             Data Transmission Network Corporation

Signature:                    ______________________________________

Title:                        ______________________________________




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