THIRD AMENDMENT TO 1996 TERM CREDIT AGREEMENT


         THIS THIRD AMENDMENT TO 1996 TERM CREDIT AGREEMENT (the "Third
Amendment"),  dated as of November , 1996, is intended to amend the terms of the
1996 Term  Credit  Agreement  (the  "Agreement")  dated as of May 3,  1996,  and
amended by the First Amendment to 1996 Term Credit Agreement ("First Amendment")
dated  as of July  17,  1996,  and the  Second  Amendment  to 1996  Term  Credit
Agreement  (the  "Second  Amendment")  dated as of July  31,  1996,  among  DATA
TRANSMISSION NETWORK  CORPORATION,  FIRST NATIONAL BANK OF OMAHA, FIRST NATIONAL
BANK, WAHOO,  NEBRASKA,  NBD BANK, NORWEST BANK NEBRASKA,  N.A., AGAMERICA,  FCB
(assignee of FARM CREDIT  SERVICES OF THE  MIDLANDS,  PCA),  THE SUMITOMO  BANK,
LIMITED,   MERCANTILE  BANK  OF  ST.  LOUIS,  N.A.,  and  FIRST  BANK,  NATIONAL
ASSOCIATION.  (Pursuant to the Second Amendment, Broadcast Partners is no longer
a party to the  Agreement.)  The parties to this Third  Amendment  shall include
each of the parties to the First  Amendment and the Second  Amendment and  shall
also include BANK OF MONTREAL,  a Canadian bank being  represented by its office
at 430 Park  Avenue,  New York,  New  York,  10022  ("Montreal").  All terms and
conditions  of the  Agreement  shall  remain in full force and effect  except as
expressly  amended  herein.  All  capitalized  terms  herein  shall  have  their
respective  meanings set forth in the Agreement.  The Agreement shall be amended
as set forth below.


         Section 1. The following  definitions  of Article I shall be amended to
read as follows:

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

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

                           It is  understood  and agreed by the parties that the
                           foregoing  advances by FNB-O,  FNB-W,  NBD,  and Farm
                           Credit  were made at the  initial  closing  under the
                           Agreement on May 3, 1996.  The  foregoing  advance by
                           Norwest represents an advance of $1,822,000 which was
                           made at the initial  closing  under the  Agreement on
                           May 3, 1996, and an additional advance of $2,225,000,
                           which  was  made  at  the  closing  under  the  First
                           Amendment on July 17, 1996. The foregoing advances by
                           Mercantile, Sumitomo and First


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                           Bank  were  made  at  the  closing  under  the  First
                           Amendment  on July  17,  1996.  The  advance  made by
                           Montreal  represents a new  advance,  the proceeds of
                           which shall be used to prepay the existing  Note held
                           by  Broadcast  Partners  in the  remaining  principal
                           amount of  $4,070,100,  and to provide an  additional
                           $300,000 to the Borrower.

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

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

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

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

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

         Section 8. This Second  Amendment shall be effective upon the execution
and delivery  thereof by the parties  hereto and the delivery of the  applicable
Note, dated July 31, 1996, to Montreal.  Upon receipt of $4,070,100 plus accrued
and unpaid interest,  Broadcast Partners agrees to surrender to the Borrower the
Note  dated  July 17,  1996  which the  Borrower  had  previously  delivered  to
Broadcast Partners.  Upon receipt of such payment Broadcast Partners shall cease
to be a party  to the  Agreement,  or a  "Lender"  under  the  Agreement  or the
Revolving Credit Agreement.  References in the Notes to the Loan Agreement shall
be deemed  amended to refer to the Loan  Agreement  as  amended  by this  Second
Amendment.

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

                                     DATA TRANSMISSION NETWORK CORPORATION


                                     By________________________________________
                                     Title:____________________________________


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                                     FIRST NATIONAL BANK OF OMAHA


                                     By________________________________________
                                     Title:____________________________________






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

                                     INITIALED:


                                     Borrower




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                                     THE SUMITOMO BANK, LIMITED


                                     By
                                     Title:_________________________


                                     By
                                     Title:_________________________







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

                                     INITIALED:


                                     Borrower




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                                     FIRST NATIONAL BANK, WAHOO, NEBRASKA



                                     By
                                     Title:_________________________








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

                                     INITIALED:


                                     Borrower




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                                     NBD BANK


                                     By
                                     Title:_________________________










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

                                     INITIALED:


                                     Borrower




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                                     NORWEST BANK NEBRASKA, N.A.


                                     By
                                     Title:_________________________












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

                                     INITIALED:


                                     Borrower




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                                     FARM CREDIT SERVICES OF THE MIDLANDS, PCA



                                     By
                                     Title:_________________________










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

                                     INITIALED:


                                     Borrower





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                                     MERCANTILE BANK OF ST. LOUIS, N.A.



                                     By
                                     Title:_________________________










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

                                     INITIALED:


                                     Borrower




                                       9

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                                     FIRST BANK, NATIONAL ASSOCIATION



                                     By
                                     Title:_________________________










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

                                     INITIALED:


                                     Borrower




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                                     BROADCAST PARTNERS


                                     By
                                     Title:_________________________










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

                                     INITIALED:


                                     Borrower




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                                     BANK OF MONTREAL


                                     By
                                     Title:________________________






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

                                     INITIALED:


                                     Borrower






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