1998 REVOLVING CREDIT AGREEMENT


                                      among
                     DATA TRANSMISSION NETWORK CORPORATION,
                          FIRST NATIONAL BANK OF OMAHA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                       THE FIRST NATIONAL BANK OF CHICAGO,
                          NORWEST BANK NEBRASKA, N.A.,
              DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
                       MERCANTILE BANK OF ST. LOUIS, N.A.,
                        U.S. BANK, NATIONAL ASSOCIATION,
                                BANK OF MONTREAL,
                              LASALLE NATIONAL BANK
                                       and
                             NATIONAL BANK OF CANADA



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                                TABLE OF CONTENTS

I.  DEFINITIONS                                                             2

II.  REVOLVING FACILITY                                                    10
     2.1      Revolving Credit                                             10
     2.2      Revolving Credit Fees                                        11
     2.3      Interest on Revolving Credit                                 11
     2.4      Conversion                                                   12
     2.5      Interest on Converted Notes                                  12
     2.6      Payments                                                     14
     2.7      Prepayments                                                  14
     2.8      Security                                                     14
     2.9      Existing Term Notes                                          14
     2.10     Related Bank Debt                                            15
     2.11     Letter of Credit Facilities                                  15

III.  REPRESENTATIONS AND WARRANTIES                                       16
     3.1      Corporate Existence                                          16
     3.2      Corporate Authority                                          16
     3.3      Validity of Agreements                                       17
     3.4      Litigation                                                   17
     3.5      Governmental Approvals                                       17
     3.6       Defaults Under Other Documents                              17
     3.7      Judgments                                                    17
     3.8      Compliance with Laws                                         17
     3.9      Taxes.                                                       17
     3.10     Collateral                                                   18
     3.11     Pension Benefits.                                            18
     3.12     Margin Regulations                                           18
     3.13     Financial Condition                                          18
     4.1      Financial Reports                                            18
     4.2      Corporate Structure and Assets                               20
     4.3      Net Worth                                                    20
     4.4      Indebtedness                                                 20
     4.5      Use of Proceeds                                              21
     4.6      Notice of Default                                            21
     4.7      Distributions                                                22
     4.8      Compliance with Law and Regulations                          22
     4.9      Maintenance of Property; Accounting; Corporate Form; Taxes; 
              Insurance                                                    22
     4.10     Inspection of Properties and Books                           23
     4.11     Guaranties                                                   23
     4.12     Collateral                                                   23
     4.13     Name; Location                                               23

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     4.14     Notice of Change in Ownership or Management                  23
     4.15     Interest Coverage                                            24
     4.16     Subordinated Debt                                            24
     4.17     Subsidiaries                                                 24
     4.18     Amendments to Purchase Agreement                             24
     4.19     Capital Expenditures                                         24
     4.20     Acquisitions                                                 25

V. CONDITIONS PRECEDENT                                                    25
     5.1      Closing Conditions                                           25

VI. DEFAULTS AND REMEDIES                                                  25
     6.1      Events of Default                                            26
     6.2      Remedies                                                     28

VII.  INTER-CREDITOR AGREEMENTS                                            28
     7.1      FNB-O as Servicer                                            28
     7.2      Application of Payments                                      29
     7.3      Liability of FNB-O                                           30
     7.4      Transfers                                                    31
     7.5      Reliance                                                     31
     7.6      Relationship of Lenders                                      31
     7.7      New Lenders                                                  31

VIII.  MISCELLANEOUS                                                       31
     8.1      Entire Agreement                                             31
     8.2      Governing Law                                                31
     8.3      Notices                                                      31
     8.4      Headings                                                     32
     8.5      Counterparts                                                 32
     8.6      Survival; Successors and Assigns                             32
     8.7      Severability                                                 32
     8.8      Assignment                                                   32
     8.9      Amendments                                                   32
     8.10     Consent to Form of Security Agreement, Term Agreement        32

     SCHEDULE I: Subsidiaries

     EXHIBIT A: Form of Note

     EXHIBIT B: Drawing Certificate

     EXHIBIT C: Letter of Credit Forms

     EXHIBIT D: Compliance Certificate

     SCHEDULE A: Permitted Encumbrances

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                         1998 REVOLVING CREDIT AGREEMENT



    This 1998 REVOLVING CREDIT AGREEMENT (the "Agreement") is entered into as of
the 7th day of December,  1998, 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"), THE FIRST NATIONAL BANK OF CHICAGO,
a national  banking  association  having its principal  place of business at One
First National Plaza, Chicago, Illinois 60670-0173 ("First of Chicago"), NORWEST
BANK NEBRASKA,  N.A., a national banking  association having its principal place
of business  at 20th and Farnam  Streets,  Omaha,  Nebraska  68102  ("Norwest"),
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,  being  represented by its
office at 75 Wall Street, New York, New York 10005 ("Dresdner"), 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"),  U.S.  BANK,  NATIONAL  ASSOCIATION,  a national
banking  association  having  its  principal  place  of  business  at 13th and M
Streets,  Lincoln,  Nebraska 68508 ("U.S.  Bank"), BANK OF MONTREAL,  a Canadian
bank  represented  by its office at 430 Park  Avenue,  New York,  New York 10022
("Montreal"),  LASALLE  NATIONAL  BANK,  a national  banking  association  being
represented by its offices at One Metropolitan  Square, 211 North Broadway,  St.
Louis, Missouri 63102 ("LaSalle");  and NATIONAL BANK OF CANADA, a Canadian bank
being  represented  by its  office  at 1200 17th  Street,  Suite  2760,  Denver,
Colorado 80202 ("NBC").

                                   WITNESSETH:

    WHEREAS,  the  Borrower  and  certain  of  the  Lenders  (as  such  term  is
hereinafter  defined)  are parties to a 1997 Term Credit  Agreement  dated as of
February 26, 1997, which has been amended,  (the "1997 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 1997
Revolving Credit Agreement dated as of February 26, 1997, which has been amended
(the "1997 Revolving Credit  Agreement"),  which 1997 Revolving Credit Agreement
provided a revolving credit facility for general corporate purposes;

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    WHEREAS, the Borrower desires to increase the amount of the revolving credit
facility which was the subject of the 1997 Revolving Credit Agreement; and

    WHEREAS,  the parties do not intend for this 1998 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 1998 Revolving  Credit Agreement shall supersede and
replace the terms of the above-referenced 1997 Revolving Credit 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 dated as of May 3, 1996, 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 1998 Revolving Credit Agreement dated as of December
                       7, 1998,  between the  Borrower and certain  Lenders,  as
                       amended or restated from time to time.

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

Base Revolving
Credit                 Facility:  The amount  specified  in Section  2.1 of this
                       Agreement,  which  shall  include the  aggregate  amounts
                       which may be available  under the Revolving  Credit Notes
                       and the Lender Letter of Credit Facility.

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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  (now known as  NationsBank,
                       N.A.), 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.

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.

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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.

                       Dresdner  Dresdner  Bank AG,  New York and  Grand  Cayman
                       Branches,  being  represented  by its  office  at 75 Wall
                       Street,  New York, New York 10005, and its successors and
                       assigns.

Existing
Term                   Notes: That certain  promissory note from the Borrower to
                       FNB-O,  FirsTier,  FNB-W, NBD, Norwest and Boatmen's (now
                       NationsBank,  N.A.) dated as of February  27,  1995;  and
                       those  certain  promissory  notes  from the  Borrower  to
                       FNB-O, FNB-W, NBD, Norwest, Sumitomo,  Mercantile,  First
                       Bank,  Montreal,  and LaSalle dated as of March 31, 1997,
                       and March 16,  1998,  and,  as to each,  all  extensions,
                       renewals, and substitutions of or for the foregoing.

         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-O Letter of
Credit                 Facility:  An amount not to exceed  $500,000  at any time
                       which FNB-O may elect in its discretion to provide to the
                       Borrower  and  one  or  more  of its  Subsidiaries  under
                       Section 2.11 (a) hereof.

FNB-O Letter(s)
of                     Credit: Letter(s) of Credit issued under the FNB-O Letter
                       of Credit Facility.


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         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.

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.)

First of
         Chicago:      The First  National Bank of Chicago,  a national  banking
                       association having its principal place of business at One
                       First National Plaza, Chicago,  Illinois 60670-0173,  and
                       its successors and assigns.

         FirsTier      FirsTier Bank, National Association, having its principal
                       place  of  business  at  13th  and  M  Streets,  Lincoln,
                       Nebraska 68508 (predecessor to U.S. Bank).

Fixed Rate
         Notice:       This term  shall  have the  meaning  set forth in Section
                       2.5.


Interest Rate
Protection Contract
         Amounts:      "Interest Rate  Protection  Contract  Amounts" shall mean
                       amounts  due  from  the  Borrower   under  interest  rate
                       protection contracts between the Borrower and one or more
                       Lenders as to (i) the interest  differential  amounts due
                       in respect of periodic  netting  payments  under any such
                       contract,  and (ii) any amount due as a result of marking
                       to  market  the  Borrower's  obligations  under  any such
                       contract  upon the  occurrence  of an  event  of  default
                       under, or other early  termination of, such contract;  in
                       either case without  inclusion of fees and other expenses
                       related to such contract.  Such Interest Rate  Protection
                       Contract  Amounts  shall be  reported in writing to FNB-O
                       and the Borrower by the  applicable  Lender at such times
                       as shall be  appropriate  to carry out the intent of this
                       Agreement.

         LaSalle:      LaSalle  National  Bank, a national  banking  association
                       having  its  principal  place of  business  at 135  South
                       LaSalle Street, Chicago, Illinois 60603.

Lender Letter of
Credit Facility:       The letter of credit facility  provided for in
                       Section 2.11 (b) hereof.

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Lender Letter(s)
of                     Credit:  Letter(s)  of Credit  issued  under  the  Lender
                       Letter of Credit Facility, the outstanding face amount of
                       which shall not exceed $1,000,000 at any time.

         Lenders:      FNB-O,  FNB-W,  First  of  Chicago,   Norwest,   LaSalle,
                       Dresdner,  Mercantile,  U.S. Bank, Montreal,  and NBC, in
                       their capacity as Revolving Lenders under this Agreement,
                       the Term  Lenders,  lenders  of the  Related  Bank  Debt,
                       NationsBank,  formerly  Boatmen's  (as to Articles VI and
                       VII and as to Section 8/6 only),  and the  Existing  Term
                       Notes  , and  such  additional  lenders  as may be  added
                       hereto or thereto from time to time.

Letter of Credit
         Facility:     Either the FNB-O or the Lender Letter of Credit  Facility
                       or, if the  context  so  requires,  both  such  letter of
                       credit facilities.

Letter of Credit
Fees:                  The Letter of Credit Fees  specified  in Section 2.11 (d)
                       of this Agreement.

Letter(s) of
         Credit:       Either  the  FNB-O  Letter(s)  of  Credit  or the  Lender
                       Letter(s) of Credit, or if the context so requires,  both
                       such types of letters of credit.

Leverage
         Ratio:        The number which is obtained at the time of determination
                       by dividing Total  Indebtedness at the applicable time by
                       Operating Cash Flow at the applicable 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, canceling 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.

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.

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

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         NBC:          National   Bank  of  Canada,   a   Canadian   bank  being
                       represented  by its  offices at 1200 17th  Street,  Suite
                       2760, Denver, Colorado 80202.

         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.

NationsBank:           NationsBank,  N.A., a national banking association having
                       an office at 800 Market  Street,  12th Floor,  St. Louis,
                       Missouri 63101-2506  (successor to The Boatmen's National
                       Bank of St. Louis), and its successors and assigns.

Net Operating
Profit After
Taxes:                 For any period, the net earnings (or loss) after taxes of
                       Borrower and its Subsidiaries on a consolidated basis for
                       such  period  taken as a  single  accounting  period  and
                       determined  in   conformity   with   generally   accepted
                       accounting  principles;  provided  that  there  shall  be
                       excluded  (i) the income (or loss) of any entity  accrued
                       prior to the date it becomes a Subsidiary  of Borrower or
                       is merged into or consolidated with Borrower and (ii) any
                       extraordinary  gains or losses for such period determined
                       in  accordance   with   generally   accepted   accounting
                       principles.

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.


Norwest Letter
         of            Credit:  The letter of credit no. S405444,  in the amount
                       of $130,949.00  with an expiration date of July 30, 1999,
                       which was issued by Norwest for the account of  Kavouras,
                       Inc.;  but not  letters  of credit  issued  in  exchange,
                       renewal,  extension  or  substitution  of  such  original
                       letter of credit.

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         Notes:        (i) 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;  and (ii)  notes
                       and, in the case of interest rate  protection  contracts,
                       such contracts evidencing the obligations of the Borrower
                       to any Lender under the Related Bank Debt.

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
                       Related Bank Debt, Existing Term Notes or 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 hereafter  existing  (including  future  advances)
                       under certain interest rate protection  contracts entered
                       into from time to time by the  Borrower  with one or more
                       of the Lenders.

         Release:      The Federal Reserve Statistical Release.

Restricted
         Quarter:      This term shall have 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.  Solely  for  purposes  of  Section  7.2 of  this
                       Agreement  and any  reference  to such  Section  7.2, the
                       Revolving Credit Notes shall include the amounts, if any,
                       due to (a) FNB-O and/or the  Revolving  Lenders under the
                       Letter of Credit Facility,  and (b) Norwest in connection
                       with the Norwest Letter of Credit.

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

Revolving
         Lenders:      FNB-O,  FNB-W,  First  of  Chicago,   Norwest,   LaSalle,
                       Dresdner,  Mercantile,  U.S. Bank,  Montreal and NBC, 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 1998 Security  Agreement dated as of the date hereof,
                       between the Borrower and FNB-O, as agent for the Lenders,
                       (which  amends and restates the 1997  Security  Agreement
                       dated as of February  26,  1997,  as amended by the First
                       Amendment to 1997 Security  Agreement dated as of May 15,
                       1998),  and as further  amended or restated  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  1998  Term  Credit  Agreement  dated  as of the date
                       hereof,  among the Borrower and certain Lenders specified
                       therein,  (which amends and restates the 1997 Term Credit
                       Agreement  dated as of February 26,  1997,  as amended by
                       the First  Amendment to 1997 Term Credit  Agreement dated
                       as of February 1, 1998; and the Second  Amendment to 1997
                       Term Credit  Agreement dated as of May 15, 1998),  and as
                       further amended or restated 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.  For
                       purposes  of this  definition  of  "Total  Indebtedness,"
                       indebtedness under an interest rate protection  agreement
                       shall   mean  the   amount   if  any,   at  the  time  of
                       determination,  of the unpaid  Interest  Rate  Protection
                       Contract  Amounts;  provided,  however,  that  solely for
                       purposes of voting  under this  Agreement by the Lenders,
                       "Total  Indebtedness" will not include such Interest Rate
                       Protection Contract Amounts.

                                       12
                                    - 545 -
<PAGE>

Trigger
         Event:        This term shall have the meaning set forth in Section 2.5
                       hereof.

U.S.                   Bank: U.S.Bank,  National Association,  formerly known as
                       First Bank,  a national  banking  association  having its
                       principal  place  of  business  at  13th  and M  Streets,
                       Lincoln, Nebraska 68508, and its successors and assigns.

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

                             II. REVOLVING FACILITY

    2.1  Revolving  Credit.  Until the earlier of June 30, 2000,  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  $80,800,000  (the  "Base  Revolving  Credit
Facility")  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 Base Revolving  Credit Facility  limit).  Such Advances
shall  be made on a pro  rata  basis  by the  Revolving  Lenders,  based  on the
following  maximum advance limits and applicable  percentages for each Revolving
Lender:  (i) as to  FNB-O,  $16,000,000  (19.80%);  (ii) as to  FNB-W,  $325,000
(.40%);  (iii) as to First of Chicago,  $2,015,000 (2.49%);  (iv) as to Norwest,
$6,500,000 (8.04%); (v) as to LaSalle, $8,320,000 (10.30%); (vi) as to Dresdner,
$8,515,000 (10.54%); (vii) as to Mercantile,  $11,245,000 (13.92%), (viii) as to
U.S. Bank, $8,515,000 (10.54%); (ix) as to Montreal, $6,565,000 (8.13%); and (x)
as to NBC,  $12,800,000  (15.84%).  The  Borrower  shall not be  entitled to any
Advance hereunder if, after the making of such Advance, the Leverage Ratio would
exceed  thirty-six  (36),  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. The Borrower shall pay to the Revolving  Lenders a commitment fee equal
to the product of the per annum unused  commitment  fee  percentage  shown below
times the unadvanced  portion of the Maximum Revolving Credit Facility described
above:

                                       13
                                    - 546 -
<PAGE>

          Leverage Ratio                        Unused Commitment Fee Percentage

          Greater than 42                                  .375%

          Greater than 24 but not in
          excess of 42                                     .250%

          24 or less                                       .125%

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  applicable  quarter and the Leverage Ratio in effect on the last day of the
month preceding such 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.  Furthermore,  the  Borrower  will pay to FNB-O an agenting  fee equal to
$40,000 annually, payable quarterly in arrears.

    2.3 Interest on Revolving Credit. Until the earlier of June 30, 2000, 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 minus a margin as determined below. The margin shall be adjusted  quarterly
after receipt of the Borrower's  Quarterly Compliance  Certificate.  Adjustments
shall be retroactive to the beginning of the current quarter.

             Leverage Ratio                        Margin Below Base Rate

             Greater than 42                         .25%

             Greater than 36 but not more
              than 42                                .50%

             Greater than 30 but not more
              than 36                                .75%

             Greater than 24 but not more
              than 30                               1.00%

             Greater than 18 but not more
              than 24                               1.25%

             18 or less                             1.375%

The Base Rate minus 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 as of
such day.  Interest  shall be due upon the  rendering  of each  monthly  invoice
therefor by FNB-O.  Notwithstanding  anything to the contrary  elsewhere herein,

                                       14
                                    - 547 -
<PAGE>

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  30,  2000;  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 the issuance of Converted  Notes,  the Revolving
Credit Facility will be reduced by the principal  amount of such Converted Notes
(and shall be increased to the extent  permitted in Section 2.1(b) hereof),  and
no further  Advances  shall be made by the  Revolving  Lenders on the  converted
amount. The then outstanding  Principal Loan Amount of each 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 30, 2004.

     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.  Notwithstanding  anything in the  foregoing  to the  contrary,  after
Conversion,  the Borrower may elect 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").  Such fixed
rate shall be the greater of:


          (a) the  Revolving  Credit Rate in effect on the date of the  notice1,
     plus three-eighths of one percent (.375%), or

          (b) 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,
     plus the incremental percentage shown below:

          Leverage Ratio1                                  Incremental %

          Greater than 36                                  2.25%

          Greater than 24 but not in
                  excess of 36                             2.00%

          24 or less                                       1.75%

                                       15
                                    - 548 -
<PAGE>

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
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,
the  Leverage  Ratio was at such date more than  thirty-six  (36),  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
(other than obligations under any interest rate protection contract),  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, in which

                                       16
                                    - 549 -
<PAGE>

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 the notice electing fixed interest was given
within  twelve  (12)  months of  Conversion,  the fee shall be one and  one-half
percent  (1.50%) of the amount of such  prepayment;  (ii) if the notice electing
fixed  interest  was given after  twelve (12)  months of  Conversion  but within
twenty-four  (24) months of Conversion,  the fee shall be  three-fourths  of one
percent (.75%) of the amount of such  prepayment;  (iii) if the notice  electing
fixed interest was given after  twenty-four (24) months of Conversion but within
thirty-six  (36)  months of  Conversion,  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.

     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 1998  Revolving
Credit  Agreement  within the definition of Obligations in such notes,  it being
understood  that this 1998  Revolving  Credit  Agreement,  rather  than the 1997
Revolving  Credit  Agreement,  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 1998  Revolving
Credit  Agreement.  The Existing Term Notes shall  continue to be secured by the
security interest provided in the Security Agreement.  

     2.10  Related Bank Debt.  Nothing  herein shall be deemed to alter or amend
the  Borrower's  obligations  under  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.

     2.11 Letter of Credit Facilities.  In order to accommodate the needs of the
Borrower or one or more of its Subsidiaries,  from time to time FNB-O on its own
behalf may, or FNB-O as the Agent of the Revolving  Lenders under this Agreement
shall,  upon  application  of the  Borrower  and,  if  requested  by  FNB-O  the
applicable  Subsidiary,   issue  letters  of  credit  on  the  terms,  and  upon
satisfaction of the conditions, specified below:

     (a) FNB-O Letter of Credit  Facility.  FNB-O may elect to issue  letters of
credit solely on its own behalf ("FNB-O Letters of Credit");  provided, however,
that at the time of  issuance  of such FNB-O  Letters of Credit,  the  aggregate
amount  available to be drawn on Letters of Credit issued and outstanding  under
this FNB-O Letter of Credit Facility shall not exceed $500,000.  The issuance of
FNB-O Letters of Credit shall not cause the Base Revolving Credit Facility to be
reduced.

     (b) Lender Letter of Credit Facility. Whenever FNB-O elects not to issue an
FNB-O Letter of Credit or the  aggregate  amount  available to be drawn on FNB-O
Letters of Credit  exceeds,  or upon the issuance of a new Letter of Credit will

                                       17
                                     - 550 -
<PAGE>

exceed,  $500,000, the Agent on behalf of the Revolving Lenders shall issue from
time to time for the account of the Borrower or one or more of its  Subsidiaries
letters  of  credit  in the name of First  National  Bank of Omaha but which are
designated  as Lender  Letters  of Credit  (the  "Lender  Letters  of  Credit");
provided,  however,  the Agent shall have no obligation to issue any such Lender
Letter of Credit unless at such time the Borrower  meets all the  conditions for
an Advance under the Base  Revolving  Credit  Facility and, after such issuance,
the  aggregate  face  amount of Lender  Letters of Credit  outstanding  will not
exceed  $1,000,000 and will not exceed the then available Base Revolving  Credit
Facility,  as reduced by the outstanding principal amount of the Converted Notes
and  the  Revolving  Credit  Notes,  as  more  specifically  set  forth  in this
Agreement.  The Revolving  Lenders shall be obligated to fund pro rata according
to their respective pro rata percentages  shown in Section 2.1 of this Agreement
any draws on such  Lender  Letters of Credit and shall be  entitled to share pro
rata in the  Letter  of  Credit  Fees  and  reimbursement  amounts  received  in
connection  with such Lender  Letters of Credit.  The sum of (i)  amounts  drawn
under such  Lender  Letters  of Credit  which  have not been  reimbursed  by the
Borrower,  and (ii) the amounts available to be drawn under  outstanding  Lender
Letters of Credit shall operate to reduce the Base Revolving  Credit Facility by
such sum.

     (c) Letter of Credit Documents, Fees. Prior to the issuance by FNB-O of any
Letters of Credit,  the  Borrower  and, if requested  by FNB-O,  the  applicable
Subsidiary,  shall execute and deliver to FNB-O an  application  and  continuing
letter of credit  agreement,  such agreements to be in the forms attached hereto
as  Exhibit C to this 1998  Revolving  Credit  Agreement,  as such  forms may be
amended from time to time for general use in  connection  with letters of credit
issued by FNB-O.

     (d) Letter of Credit  Fees.  In addition to all costs  incurred by FNB-O in
the issuance and enforcement of the Letters of Credit which are to be reimbursed
by the Borrower in accordance  with the  application  and  continuing  letter of
credit agreement executed in connection with each Letter of Credit, the Borrower
shall pay to FNB-O (on its own behalf as to FNB-O Letters of Credit and as Agent
as to Lender  Letters of  Credit) a letter of credit fee (the  "Letter of Credit
Fee") equal to one percent  (1%) per annum of the undrawn  amount of such Letter
of Credit,  such fee to be paid quarterly in arrears based on the average amount
outstanding  during such quarter;  provided,  however,  that at any time that an
Event of Default has occurred and is continuing  under the  Agreement,  such fee
shall be equal to five percent (5%) per annum). Interest shall accrue on amounts
drawn under any Letter of Credit,  until such amount is reimbursed,  at the then
current  rate for amounts  outstanding  under the  Revolving  Note and,  for any
period that such draw remains  unreimbursed  more than two  Business  Days after
such draw, at the Default Rate. In addition,  the Borrower  shall pay such other
administrative  fees,  including a fee for opening the Letter of Credit,  as are
agreed in writing between FNB-O and the Borrower.  Amounts received by the Agent
for opening a Lender Letter of Credit or as  administrative  fees other than the
Letter of Credit  remain the  property  of the Agent and shall not be shared pro
rata with the Revolving Lenders.

     (e) Security.  Amounts due in connection with the Letters of Credit and the
Norwest  Letter  of Credit  are  secured  by the  Collateral  pledged  under the
Security  Agreement and any security agreement given by a Subsidiary in favor of
the Lenders.  In addition,  the Agent shall have the right to require additional
collateral,  including  cash  collateral  equal to 100% of the  aggregate of the
amounts  available to be drawn under the Letters of Credit,  upon the occurrence
of an Event of Default under the Agreement.

                                       18
                                    - 551 -
<PAGE>

                       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 is a  corporation  duly  organized,  validly
existing and in good  standing  under the laws of the State of Delaware and each
Subsidiary  is a  corporation  duly  organized,  validly  existing  and in  good
standing in its state of  incorporation  as shown on Schedule I, and it and each
of its  Subsidiaries  is 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 the date of this
Agreement,  the Borrower has no Subsidiaries  other than those shown on Schedule
I.

     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 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 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.

                                       19
                                    - 552 -
<PAGE>

     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
principal  place of business,  chief executive  office,  and the principal place
where it keeps its records  concerning  the  Collateral  is Suite 200, 9110 West
Dodge Road,  Omaha,  Nebraska  68114.  The  Borrower  also keeps  certain of its
records regarding the Collateral at 11275 Aurora Avenue, Des Moines, Iowa 50322.

     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

                                       20
                                    - 553 -
<PAGE>

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, a statement of earnings of the Borrower and its consolidated
     Subsidiaries  and a  statement  of  cash  flows  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, a statement of earnings of the Borrower
     and its  consolidated  Subsidiaries  and a  statement  of cash flows 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  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),  4.11,  4.19, or 4.20;  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

                                       21
                                    - 554 -
<PAGE>

     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 D, 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 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
 
                                      22
                                    - 555 -
<PAGE>

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,  plus fifty percent (50%) of the
net income (but not losses) of the  Borrower  for each fiscal  year,  commencing
with the fiscal year beginning January 1, 1997;  provided,  however,  solely for
purposes of determining compliance with the provisions of this Section 4.3, "Net
Worth" shall not include any subordinated debt.

     4.4 Indebtedness

              (a) The Borrower  shall not at any time permit the Leverage  Ratio
     to exceed forty-eight (48).

              (b) 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 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;

                                       23
                                    - 556 -
<PAGE>

              (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 the 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.

     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.

                                       24
                                    - 557 -
<PAGE>

              (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,   in  a  form  and  amount
     satisfactory  to FNB-O  as  agent  for the  Lenders,  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.

     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.

                                       25
                                    - 558 -
<PAGE>

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.

     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.

     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.

     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,

                                       26
                                    - 559 -
<PAGE>

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.

     4.19 Capital Expenditures. The Borrower shall not incur in any fiscal year,
commencing with the fiscal year beginning January 1, 1998, capital expenditures,
determined in accordance with generally accepted accounting principles,  of more
than $2,000,000;  provided, however, that capital expenditures for (a) equipment
to be used by Subscribers of the Borrower, and (b) telecommunication  equipment,
computer equipment,  software,  and software consulting shall not be counted for
purposes of this annual limitation.

     4.20  Acquisitions.  The Borrower shall not acquire any stock or any equity
interest in, or warrants therefor or securities  convertible into the same, or a
substantial  portion of the assets of,  another entity without the prior written
consent of the Revolving Lenders; provided,  however, that the Borrower shall be
permitted  to make on a  cumulative  basis  from and after  July 1,  1998,  such
acquisitions  (excluding  the  acquisition  of A-T Financial  Information,  Inc.
directly or through Asset Growth  Corporation) in an amount not to exceed Twenty
Million  Dollars  ($20,000,000)  in the  aggregate  without  the  consent of the
Revolving Lenders if:

              (a) such acquisitions are in or from entities which:

                     (i) are in the  business  of  electronically  communicating
              time-sensitive information to their customers;

                     (ii) have their  principal  place of business in the United
              States or Canada; and

                     (iii)  except  for  Weather  Services  Corporation,  have a
              positive operating cash flow,  calculated in the same method as is
              used to calculate the Borrower's  Operating Cash Flow for purposes
              of this Agreement; and

              (b) the Borrower or any Subsidiary is not, and  immediately  after
     making  such  acquisition,  will not be in default  under any  covenant  or
     provisions of this Agreement (including,  without limitation, the covenants
     and  provisions   pertaining  to  minimum  net  worth  and  limitations  on
     indebtedness); and

              (c) except for the acquisition of A-T Financial Information,  Inc.
     directly or through Asset Growth  Corporation,  no one acquisition  exceeds
     Ten Million Dollars ($10,000,000).


                                       27
                                    - 560 -
<PAGE>

                             V. CONDITIONS PRECEDENT

     6.1 Events of Default. 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,  and the  perfection  and  priority  of the  security
     interest in the  Collateral  granted to the  Lenders),  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.


                            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, 4.16, 4.19,
     or 4.20 of this Agreement.

                                       28
                                    - 561 -
<PAGE>

              (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  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

                                       29
                                    - 562 -
<PAGE>

                     (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 Bank Debt 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  or any  Subsidiary  is not at any  time  after
     September  30, 1999,  in compliance  with Year 2000  requirements  and such
     failure creates a material adverse effect on the ability of the Borrower to
     carry out its business.

     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 Bank Debt (and the operative documents with respect thereto), including,
without limitation,  under the Security Agreement.  For purposes of this Article
VI, the term Lenders includes NationsBank,  formerly 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  Bank Debt (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.

                                       30
                                    - 563 -
<PAGE>

                         VII. INTER-CREDITOR AGREEMENTS

     7.1  FNB-L as  Servicer.  FNB-O  will  act as sole  servicer  of the  loans
evidenced by the Notes (other than in connection  with interest rate  protection
contracts).  For  purposes  of this  Article  VII,  the  term  Lenders  includes
NationsBank, formerly Boatmen's and the term Event of Default means any Event of
Default  hereunder,  under one or more of the Notes, or under the Term Agreement
or the Related Bank Debt. 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 Bank Debt; (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 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  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 of the
applicable  Lenders  under the  respective  Notes shall be required for: (i) any
reduction or compromise of the principal  loan amount of such Notes,  the amount
or rate of interest accrued or accruing  thereon or the fees due hereunder;  and
(ii) extension of the date of any scheduled  payment;  and unanimous  consent of
all the Lenders shall be required for (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.

                                       31
                                    - 564 -
<PAGE>

     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.

                                       32
                                    - 565 -
<PAGE>

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 the 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.  As to any Note which  represents  an  obligation  of the
     Borrower to one or more Lenders under an interest rate protection contract,
     "principal  loan amount  then  outstanding"  shall mean,  as of the date of
     determination  by FNB-O of the Lenders'  respective  pro rata  shares,  the
     amount, if any, of the unpaid Interest Rate Protection Contract Amounts.

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 1998 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.

                                       33
                                    - 566 -
<PAGE>

     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. For purposes
of this  Section  7.4,  "Notes"  shall  not  include  interest  rate  protection
contracts.

     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.

     7.7 New Lenders. In the event that new Lenders are added to this Agreement,
the Term  Agreement or the Related Bank Debt,  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

                                       34
                                    - 567 -
<PAGE>

     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 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 Form of Security  Agreement,  Term  Agreement.  The parties
hereto  expressly  approve  the  form of the  Term  Agreement  and the  Security
Agreement, both amended and restated as of the date hereof.

     IN WITNESS WHEREOF, the Borrower,  Boatmen's and the Revolving Lenders have
caused  this 1998  Revolving  Credit  Agreement  to be  executed  by their  duly
authorized corporate officers as of the day and year first above written.


                                       35
                                    - 568 -
<PAGE>

                            DATA TRANSMISSION NETWORK
                            CORPORATION


                            By /s/ Brian L. Larson
                             Title:VP, CFO and Secretary


                                       36
                                    - 569 -
<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:


                                             Borrower


                                       37
                                    - 570 -
<PAGE>





                            DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES


                            By /s/ Patrick A. Keleher
                             Title:Vice President


                            By /s/ Brian Haughney
                             Title: Assistant Treasurer







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


                                       38
                                    - 571 -
<PAGE>


                            FIRST NATIONAL BANK, WAHOO,
                             NEBRASKA



                            By /s/ Elizabeth Rezac
                             Title:Second 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:


                                   Borrower


                                       39
                                    - 572 -
<PAGE>





                            THE FIRST NATIONAL BANK OF CHICAGO


                            By /s/ Nathan L. Bloch
                             Title: First 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:


                                   Borrower


                                       40
                                    - 573 -
<PAGE>





                            NORWEST BANK NEBRASKA, N.A.




                            By /s/ Kevin D. Munro
                             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:


                                 Borrower


                                       41
                                    - 574 -
<PAGE>





                            LASALLE NATIONAL BANK, a national
                            banking association




                            By /s/ Tom Harmon
                             Title: Assistant 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:


                                   Borrower


                                       42
                                    - 575 -
<PAGE>






                            MERCANTILE BANK OF
                            ST. LOUIS, N.A.


                            By /s/ Joseph L. Sooter, 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:


                                   Borrower



                                       43
                                    - 576 -
<PAGE>





                            U.S. BANK, NATIONAL
                            ASSOCIATION


                            By /s/Beth Morgan
                             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:


                                   Borrower




                                       44
                                    - 577 -
<PAGE>







                     NATIONSBANK,  N.A.  (Successor  to The  Boatmen's  National
                     Bank of St. Louis)



                     By/s/ Roger Bettlach
                      Title:Assistant 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:


                                   Borrower

                                       45
                                    - 578 -
<PAGE>




                            BANK OF MONTREAL, a Canadian bank




                            By /s/ Allegra Griffiths
                             Title:Director










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

                                   INITIALED:


                                   Borrower


                                       46
                                    - 579 -
<PAGE>




                            NATIONAL BANK OF CANADA, a Canadian bank




                            By /s/ Kevin L. Cullen 
                             Title:Assistant 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:


                                   Borrower

                                       47
                                    - 580 -
<PAGE>



                                   SCHEDULE I



                       TO 1998 REVOLVING CREDIT AGREEMENT
                                      among
                           DATA TRANSMISSION NETWORK,
                          FIRST NATIONAL BANK OF OMAHA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                       THE FIRST NATIONAL BANK OF CHICAGO,
                          NORWEST BANK NEBRASKA, N.A.,
              DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
                       MERCANTILE BANK OF ST. LOUIS, N.A.,
                        U.S. BANK, NATIONAL ASSOCIATION,
                                BANK OF MONTREAL,
                            LASALLE NATIONAL BANK AND
                             NATIONAL BANK OF CANADA


<TABLE>
<CAPTION>

   Subsidiary              State of Incorporation            Shares              % of Ownership


<S>                            <C>                          <C>                      <C> 
National Datamax, Inc.         California                   873,300                  100%

Kavouras, Inc.                 Minnesota                        155 5/12             100%

DTN Acquisition, Inc.          Nebraska                         100                  100%

DTN Market Commuications       Nebraska                         100                  100%
 Group, Inc.

DTN Merger Co.                 Massachusetts                    100                  100%

Paragon Software, Inc.*        Illinois                       1,000                  100%

*Owned by DTN Acquisition, Inc.

</TABLE>


                                       48
                                    - 581 -
<PAGE>




                                    EXHIBIT A



                       TO 1998 REVOLVING CREDIT AGREEMENT
                                      among
                           DATA TRANSMISSION NETWORK,
                          FIRST NATIONAL BANK OF OMAHA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                       THE FIRST NATIONAL BANK OF CHICAGO,
                          NORWEST BANK NEBRASKA, N.A.,
              DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
                       MERCANTILE BANK OF ST. LOUIS, N.A.,
                        U.S. BANK, NATIONAL ASSOCIATION,
                                BANK OF MONTREAL,
                             LASALLE NATIONAL BANK,
                                NATIONSBANK, N.A.
                                       AND
                             NATIONAL BANK OF CANADA





                                  FORM OF NOTES


                                       49
                                    - 582 -
<PAGE>







                        SECURED BUSINESS PROMISSORY NOTE


Omaha, Nebraska                           $
                      , 19                                    June 30, 2000
----------------------    ----                                -------------
(Note Date)                                                  (Maturity Date)


                              REVOLVING NOTE TERMS

     On or before June 30, 2000, 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 1998 Revolving Credit Agreement dated as of December 7, 1998, as
amended  from time to time (the  "Agreement")  among  Maker  and  Lender,  First
National Bank of Omaha, First National Bank, Wahoo, Nebraska, The First National
Bank of Chicago,  Norwest Bank Nebraska,  N.A., LaSalle National Bank,  Dresdner
Bank AG, New York and Grand Cayman Branches, Mercantile Bank of St. Louis, N.A.,
Bank of Montreal,  U.S. Bank, National Association,  and National Bank of Canada
(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 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,  the  Leverage  Ratio was  greater  than 42, the
     margin  for  the  current  quarter   (meaning  the  quarter  in  which  the
     certificate is required to be delivered) shall be .25%.

              (b) If the Quarterly Compliance  Certificate shows that, as of the
     end of the prior quarter,  the Leverage Ratio was greater than 36 but equal
     to or less than 42, the margin for the current quarter shall be .50%.

              (c) If the Quarterly Compliance  Certificate shows that, as of the
     end of the prior quarter,  the Leverage Ratio was greater than 30 but equal
     to or less than 36, the margin for the current quarter shall be .75%.

                                       50
                                    - 583 -
<PAGE>

              (d) If the Quarterly Compliance  Certificate shows that, as of the
     end of the prior quarter,  the Leverage Ratio was greater than 24 but equal
     to or less than 30, the margin for the current quarter shall be 1.00%.

              (e) If the Quarterly Compliance  Certificate shows that, as of the
     end of the prior quarter,  the Leverage Ratio was greater than 18 but equal
     to or less than 24, the margin for the current quarter shall be 1.25%.

              (f) If the Quarterly Compliance  Certificate shows that, as of the
     end of the prior quarter,  the Leverage Ratio was equal to or less than 18,
     the margin for the current quarter shall be 1.375%.

The Base Rate minus 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 as of
such day.  Interest  shall be due upon the  rendering  of each  monthly  invoice
therefor by FNB-O.


                                 TERM NOTE TERMS

     Upon the earlier of: (i) June 30, 2000;  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").  Any such term loan shall be evidenced  by notes (the  "Converted
Notes") separate from the initial  Revolving Credit Notes.  Upon the issuance of
Converted Notes, the Revolving Credit Facility shall be reduced by the principal
amount of such Converted  Notes (and shall be increased to the extent  permitted
in Section 2.1(b) of the Agreement) and no further Advances shall be made by the
Revolving  Lenders  on the  converted  amount.  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 30, 2004.

     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 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").  Such  fixed  rate shall be equal to the
greater of:

                                       51
                                    - 584 -
<PAGE>

              (a)  the  Revolving  Credit  Rate  in  effect  on the  date of the
     notice2, plus .375%, or

              (b) 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") plus
     the following  incremental  percentage  determined  based upon the Leverage
     Ratio3 as of the last day of the preceding month: (x) if the Leverage Ratio
     is greater than 36, the incremental  percentage  shall be 2.25%; (y) if the
     Leverage Ratio is greater than 24 but not in excess of 36, the  incremental
     percentage shall be 2.00%; and (z) if the Leverage Ratio is 24 or less, the
     incremental percentage should be 1.75%;

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,  the Leverage Ratio
was in excess of thirty-six (36) at the end of such quarter, 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.

                                       52
                                    - 585 -
<PAGE>

     Maker may at any time prepay in whole or in part the Principal  Loan Amount
outstanding  under this  Revolving  Credit Note or a Converted Note if the Maker
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 a Converted Note as to which interest is accrued at a
fixed  rate in  accordance  with  clause  (a) or (b)  above,  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 the notice  electing  fixed  interest was given
within twelve (12) months of Conversion, the fee shall be 1.50% of the amount of
such  prepayment;  (ii) if the notice  electing  fixed  interest was given after
twelve  (12)  months  of  Conversion,  but  within  twenty-four  (24)  months of
Conversion, the fee shall be .75% of the amount of such prepayment; and (iii) if
the notice  electing  fixed interest was given after twenty- four (24) months of
Conversion,  but within  thirty-six (36) months of Conversion,  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 the
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 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;

                                       53
                                    - 586 -
<PAGE>

              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.

     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 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 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

                                       54
                                    - 587 -
<PAGE>

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.

     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 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  _____________,  ____ the  original  principal  amount of
$____________.  This Note shall not affect,  and there remains  outstanding from
the Maker to the Lender the Related  Bank Debt and the  Existing  Term Notes (as
such terms are  defined in the  Agreement),  and,  as to each,  all  extensions,
renewals, and substitutions of or for the foregoing.

     Executed as of this _____ day of _____________, _____.



                                       55
                                    - 588 -
<PAGE>



                                  DATA TRANSMISSION NETWORK
                                  CORPORATION


                                  By:
                                   Title:

                                       56
                                    - 589 -

<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


                                       57
                                    - 590 -
<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




                                       58
                                    - 591 -
<PAGE>



                                    EXHIBIT B



                       TO 1998 REVOLVING CREDIT AGREEMENT
                                      among
                           DATA TRANSMISSION NETWORK,
                          FIRST NATIONAL BANK OF OMAHA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                       THE FIRST NATIONAL BANK OF CHICAGO,
                          NORWEST BANK NEBRASKA, N.A.,
              DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
                       MERCANTILE BANK OF ST. LOUIS, N.A.,
                        U.S. BANK, NATIONAL ASSOCIATION,
                                BANK OF MONTREAL,
                             LASALLE NATIONAL BANK,
                                       AND
                             NATIONAL BANK OF CANADA





                               DRAWING CERTIFICATE



                                       59
                                    - 592 -
<PAGE>

                               DRAWING CERTIFICATE
                      DATA TRANSMISSION NETWORK CORPORATION

To induce  the  First  National  Bank of  Omaha,  First  National  Bank,  Wahoo,
Nebraska,  The First  National  Bank of Chicago,  Norwest Bank  Nebraska,  N.A.,
LaSalle  National  Bank,  Dresdner Bank AG, New York and Grand Cayman  Branches,
Mercantile Bank of St. Louis,  N.A., U.S. Bank,  National  Association,  Bank of
Montreal,  and  National  Bank of Canada (the  "Revolving  Lenders")  to make an
advance under the 1998 Revolving Credit Agreement (the "Agreement")  dated as of
December 7, 1998,  between the undersigned (the  "Borrower"),  and the Revolving
Lenders  (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)  Maximum Revolving Credit Facility                            $

b)  Principal on Converted Notes                                 $___________

c)  Acquisition Notes, Existing Term Notes,
    and Related Bank Debt Outstanding                            $

d)  Principal on Revolving Credit Notes                          $

e)  Unreimbursed amounts drawn under Lender Letters
    of Credit                                                    $

f)  Amount available to be drawn under outstanding
    Lender Letters of Credit

g)  ADVANCE REQUEST ( not to exceed line a - line  b
    -  line d -  line e - line f)                                $

h)  Total Proposed Bank Debt
    (line b + line c + line d + line e + line f + line g)        $

I)  Most recent month's operating cash flow                      $

j)  Prior month's operating cash flow                            $

k)  Operating Cash Flow
    (average of line I and line j)                               $

l)  Total Indebtedness                                           $

m)  Leverage Ratio (line l divided by  line m), not to exceed
    36                                                           $
Name of Borrower:  Data Transmission Network Corporation
Signature:
Title:


                                       60
                                    - 593 -
<PAGE>



                                    EXHIBIT C



                       TO 1998 REVOLVING CREDIT AGREEMENT
                                      among
                           DATA TRANSMISSION NETWORK,
                          FIRST NATIONAL BANK OF OMAHA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                       THE FIRST NATIONAL BANK OF CHICAGO,
                          NORWEST BANK NEBRASKA, N.A.,
              DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
                       MERCANTILE BANK OF ST. LOUIS, N.A.,
                        U.S. BANK, NATIONAL ASSOCIATION,
                                BANK OF MONTREAL,
                              LASALLE NATIONAL BANK
                                       AND
                             NATIONAL BANK OF CANADA



         FORMS OF APPLICATION AND CONTINUING LETTER OF CREDIT AGREEMENT


                                       61
                                    - 594 -
<PAGE>



                                    EXHIBIT D



                       TO 1998 REVOLVING CREDIT AGREEMENT
                                      among
                           DATA TRANSMISSION NETWORK,
                          FIRST NATIONAL BANK OF OMAHA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                       THE FIRST NATIONAL BANK OF CHICAGO,
                          NORWEST BANK NEBRASKA, N.A.,
              DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
                       MERCANTILE BANK OF ST. LOUIS, N.A.,
                        U.S. BANK, NATIONAL ASSOCIATION,
                                BANK OF MONTREAL,
                              LASALLE NATIONAL BANK
                                       AND
                             NATIONAL BANK OF CANADA




                              OFFICER'S CERTIFICATE



                                       62
                                    - 595 -
<PAGE>



                             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 1998 Revolving Credit Agreement (the  "Agreement")
dated as of  December  7, 1998,  between  First  National  Bank of Omaha,  First
National Bank, Wahoo, Nebraska, The First National Bank of Chicago, Norwest Bank
Nebraska,  N.A.,  LaSalle  National  Bank,  Dresdner Bank AG, New York and Grand
Cayman  Branches,  Mercantile  Bank of St.  Louis,  N.A.,  U.S.  Bank,  National
Association,  and  National  Bank  of  Canada,  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 (TI):

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 =

Leverage Ratio (TI/OCF):

                                       63
                                     - 596 -
<PAGE>

Section 2.3

            Pricing: If the Leverage Ratio is greater than 42 then the margin is
            .25%. If the Leverage  Ratio is greater than 36 but equal to or less
            than 42 then the margin is .50%.  If the  Leverage  Ratio is greater
            than 30 but equal to or less than 36 then the margin is .75%. If the
            Leverage  Ratio is greater than 24 but equal to or less than 30 then
            the margin is 1.00%.  If the  Leverage  Ratio is greater than 18 but
            equal to or less than 24 then the margin is 1.25%.  If the  Leverage
            Ratio is equal to or less than 18 then the margin is 1.375%.

            Position: The Revolving Credit Rate is the Base Rate minus _________


Section 2.5

Trigger
            Fee:  If Total  Indebtedness  is more than 36 times  Operating  Cash
            Flow, 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

            Net Worth: A minimum Net Worth  (exclusive of subordinated  debt) of
            $23,500,000  plus fifty  percent  (50%) of the net  income  (but not
            losses) of the Borrower for each fiscal  year,  commencing  with the
            fiscal year beginning January 1, 1997; provided, however, solely for
            purposes  of  determining  compliance  with the  provisions  of this
            Section 5.3, "Net Worth" shall not include any subordinated debt.
                     
           Minimum  Net Worth  (exclusive  of  subordinated  debt)= $23,500,000.

                   Net Income            Year ending              Addition (50%)

                   $____________           12/31/97               $___________
Total Minimum Net
   Worth                                                          $

Position:

Total Net Worth (exclusive of subordinated debt) = $_____________

                                       64
                                    - 597 -
<PAGE>

Section 4.4

Indebtedness:    At no time will the Leverage Ratio exceed 48.

                 Position:           Leverage Ratio =

                 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 4.7

                 Distributions:  Neither the Borrower nor any  Subsidiary  shall
                 declare any dividends (other than dividends payable in stock of
                 the   Borrower  or   dividends   or   distributions   from  any
                 consolidated  Subsidiary)  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  that  the  Borrower  need  not  obtain  the
                 Lenders'  consent with respect to dividends in any one (1) year
                 which are in the 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.

                 Position:                Net Operating Profit
                        After Taxes for
                        last four (4) quarters              =  ______________

                                                                       x  .25

                        Available for dividends
                        or distributions in the most
                        recent quarter plus the
                        prior three (3) quarters          = ______________

                        Dividends and distributions
                        (excluding dividends payable
                        solely in stock of the Borrower and distributions

                                       65
                                    - 598 -
<PAGE>

                        from consolidated  Subsidiaries) declared or paid
                        in the most recent quarter plus the prior three
                                                   (3) quarters             =
                                                   ---------------

                        The  Borrower [is/is  not]  in  compliance  with
                        Section 4.7.

Section 4.15

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

    Position:           OCF = $
                        IE = $
                        OCF/IE =        %


Section 4.19

     Capital Expenditures:    
                 The Borrower  shall not make capital  expenditures  (other than
                 permitted  earning  assets  specified  in Section  4.19) in any
                 fiscal year,  commencing with the fiscal year beginning January
                 1, 1998, in excess of $1,000,000.

                 Position:  Capital  Expenditures  (other than permitted earning
                 assets   specified   in  Section   4.19)  this  fiscal  year  =
                 $_____________

                 The Borrower [is/is not] in compliance with Section 4.19.


Section 4.20

     Acquisitions:
                 The Borrower shall not make acquisitions which in the aggregate
                 exceed  $20,000,000 and in any one instance exceed  $10,000,000
                 except certain permitted unlimited acquisitions.

     Position:   Acquisitions (other than permitted  unlimited  acquisitions) in
                 the aggregate since the date of the Agreement = _________.

                 Date                 Amount                   Acquired Company

Permitted Unlimited Acquisition:

         Date         Amount        Acquired        Principal            Line
                                    Company         Place of              Of
                                                    Business            Business

The Borrower [is/is not] in compliance with Section 4.20.

                                       66
                                    - 599 -
<PAGE>



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.


Name of Borrower:     Data Transmission Network Corporation

                      Signature:

Title:


                                       67
                                    - 600 -
<PAGE>


                                   SCHEDULE A

                       TO 1998 REVOLVING CREDIT AGREEMENT
                                      among
                     DATA TRANSMISSION NETWORK CORPORATION,
                          FIRST NATIONAL BANK OF OMAHA,
                      FIRST NATIONAL BANK, WAHOO, NEBRASKA,
                       THE FIRST NATIONAL BANK OF CHICAGO,
                          NORWEST BANK NEBRASKA, N.A.,
              DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
                       MERCANTILE BANK OF ST. LOUIS, N.A.,
                        U.S. BANK, NATIONAL ASSOCIATION,
                                BANK OF MONTREAL
                              LASALLE NATIONAL BANK
                                       AND
                             NATIONAL BANK OF CANADA





                             PERMITTED ENCUMBRANCES


Secured Party                                             Financing Statements

Nebraska Secretary of State
<TABLE>
<CAPTION>

<S>                                                  <C>           <C>               <C>   
First National Bank of Omaha                         12/28/87      #401690
                                                     10/13/92      #564918           Amendment
                                                     11/13/92      #568176           Continued
First National Bank of Omaha, as agent                5/8/96       #691938           Amendment

FirsTier, Lincoln                                     6/24/87      #384782
First National Bank of Omaha                          2/03/88      #405477           Amendment
First National Bank, Wahoo                            5/28/92      #553205           Continued
NBD, Detroit                                         10/13/92      #564919           Amendment
                                                      2/05/93      #576038           Amendment
                                                     11/10/93      #603168           Amendment
First National Bank of Omaha, as agent                5/8/96       #691936           Amendment

FirsTier, Lincoln                                     2/10/88      #406144
First National Bank of Omaha                         10/13/92      #564917           Amendment
First National Bank, Wahoo                            1/07/93      #572981           Continued
NBD, Detroit                                          2/05/93      #576039           Amendment
                                                     11/10/93      #603169           Amendment
First National Bank of Omaha, as agent                5/8/96       #691937           Amendment

                                       68
                                    - 601 -
<PAGE>

First Bank of Minneapolis                            11/25/91      #534665
 (Norstan)                                            8/24/92      #561090           Assignment


Douglas County Clerk, Nebraska

FirsTier, Lincoln                                     2/11/88      #000534
First National Bank of Omaha                         10/15/92      #000534           Amendment
First National Bank, Wahoo                            1/08/93      #0000054          Continued
NBD, Detroit                                          2/05/93      #000253           Amendment
                                                     11/17/93      #54               Amendment
First National Bank of Omaha, as agent                5/ /96                         Amendment


Iowa Secretary of State

FirsTier, Lincoln                                     2/10/88      H842023
First National Bank of Omaha                         10/15/92      K395184           Amendment
First National Bank, Wahoo                            1/08/93      K424887           Continued
NBD, Detroit                                          2/08/93      K434908           Amendment
                                                     11/15/93      K503145           Amendment
First National Bank of Omaha, as agent                5/6/96       K734148           Amendment

Kansas Secretary of State

FirsTier, Lincoln                                     2/10/88      #1286572
First National Bank of Omaha                         10/15/92      #1842986          Amendment
First National Bank, Wahoo                            1/08/93      #1868482          Continued
NBD, Detroit                                          2/11/93      #1879069          Amendment
                                                     11/12/93      #1964342          Amendment
First National Bank of Omaha, as agent                7/18/96      #2265201          Amendment


Illinois Secretary of State

FirsTier, Lincoln                                     3/18/88      #2402370
First National Bank of Omaha                         10/21/92      #3043202          Amendment
First National Bank, Wahoo                            2/11/93      #3084199          Amendment
NBD, Detroit                                          2/25/93      #3089132          Continued
                                                     12/09/93      #3197498          Amendment
First National Bank of Omaha, as agent                7/9/96       #3562627          Amendment


Michigan Secretary of State

FirsTier, Lincoln                                     2/12/88      #C034473
First National Bank of Omaha                         10/16/92      #C646856          Amendment

                                       69
                                    - 602 -
<PAGE>

First National Bank, Wahoo                            1/08/93      #C672590          Continued
NBD, Detroit                                          3/01/93      #C689434          Amendment
                                                     11/15/93      #C778208          Amendment
First National Bank of Omaha, as agent                7/8/96       #D128002          Amendment


Wisconsin Secretary of State

FirsTier, Lincoln                                     2/18/88      #968701
First National Bank of Omaha                         10/21/92      #1309942          Amendment
First National Bank, Wahoo                           01/15/93      #1326550          Continued
NBD, Detroit                                          2/08/93      #1331412          Amendment
                                                     11/23/93      #1393268          Amendment
First National Bank of Omaha, as agent                7/23/96      #1602740          Amendment


Indiana Secretary of State

FirsTier, Lincoln                                     2/11/88      #1454192
First National Bank of Omaha                         10/21/92      #1808780          Amendment
First National Bank, Wahoo                            1/11/93      #1822115          Continued
NBD, Detroit                                          2/08/93      #1827451          Amendment
                                                     11/12/93      #1878806          Amendment
First National Bank of Omaha, as agent                7/9/96       #2065412          Amendment


Minnesota Secretary of State

FirsTier, Lincoln                                     2/17/88      1#121648#00
First National Bank of Omaha                         10/16/92      #1537269          Amendment
First National Bank, Wahoo                           01/19/93      #1557397          Continued
NBD, Detroit                                          2/08/93      #1562125          Amendment
                                                     11/23/93      #1632156          Amendment
First National Bank of Omaha, as agent                9/5/96       #1875684          Amendment


South Dakota Secretary of State

FirsTier, Lincoln                                     2/10/88      880410802864
First National Bank of Omaha                         10/16/92      #22901003596      Amend.
First National Bank, Wahoo                            1/08/93      #30081001734      Cont.
NBD, Detroit                                          2/09/93      #30391203308      Amend.
                                                     11/22/93      #33261003899      Amend.
First National Bank of Omaha, as agent                7/8/96       #961900902562     Amend.


                                       70
                                    - 603 -
<PAGE>

Missouri Secretary of State

FirsTier, Lincoln                                     2/11/88      #1555991
First National Bank of Omaha                         10/16/92      #2184193          Amendment
First National Bank, Wahoo                            1/08/93      #2212473          Continued
NBD, Detroit                                          2/08/93      #2224113          Amendment
                                                     11/15/93      #2331876          Amendment
First National Bank of Omaha, as agent                7/8/96       #2684601          Amendment

Ohio Secretary of State

FirsTier, Lincoln                                     2/12/88      #Y00095612
First National Bank of Omaha                         10/19/92      #01097336         Amendment
First National Bank, Wahoo                            1/11/93      #01119343901      Cont.
NBD, Detroit                                          2/09/93      #02099338901      Amend.
                                                     11/12/93      #1129331801       Amendment
First National Bank of Omaha, as agent                7/9/96       #07099607117      Amendment
 

Kentucky Secretary of State

First National Bank of Omaha                         11/12/93      134318
First National Bank of Omaha, as agent                7/23/96                        Amendment


Pennsylvania Department of State

First National Bank of Omaha                         11/12/93      22571277
First National Bank of Omaha, as agent                7/8/96       25631529          Amendment


Oklahoma Secretary of State

First National Bank of Omaha                         11/12/93      059782
First National Bank of Omaha, as agent                7/8/96       035257            Amendment


Mississippi Secretary of State

First National Bank of Omaha                         11/12/93      0756092--
First National Bank of Omaha, as agent                7/8/96       01015782          Amendment

Colorado Secretary of State
First National Bank of Omaha                         11/12/93      932082461
First National Bank of Omaha, as agent                7/8/96       962051575         Amendment

California Secretary of State

First National Bank of Omaha                         11/12/93      93229491
First National Bank of Omaha, as agent                7/5/96       96191C0067        Amendment


Washington Secretary of State

First National Bank of Omaha                         11/15/93      933190075
First National Bank of Omaha, as agent                7/5/96       96-187-9060       Amendment


Montana Secretary of State

First National Bank of Omaha                         11/15/93      419540
First National Bank of Omaha, as agent                7/8/96       419540            Amendment


Arizona Secretary of State

First National Bank of Omaha                         11/15/93      765359
First National Bank of Omaha, as agent                7/8/96       765359            Amendment

North Carolina Secretary of State

First National Bank of Omaha                         11/15/93      050742
First National Bank of Omaha, as agent                7/8/96       1357308           Amendment


North Dakota Secretary of State

First National Bank of Omaha                         11/16/93      93-380331
First National Bank of Omaha, as agent                7/8/96       96-608985         Amendment


Florida Secretary of State

First National Bank of Omaha                         11/17/93      930000236992
First National Bank of Omaha, as agent                7/10/96      960000142090      Amendment


Texas Secretary of State

First National Bank of Omaha                         11/29/93      227591--
First National Bank of Omaha, as agent                7/8/96       96683548          Amendment

Alabama Secretary of State

First National Bank of Omaha, as agent                6/27/95      B-95-26462FS
                                                      7/19/96          95-26462      Amendment
                                       71
                                    - 604 -
<PAGE>

Arkansas Secretary of State

First National Bank of Omaha, as agent                6/29/95      968722
                                                      7/10/96      968722            Amendment


New York Secretary of State

First National Bank of Omaha, as agent                6/26/95      130246
                                                      7/8/96       532973            Amendment




</TABLE>


--------
1Determined based on the Leverage Ratio calculated on the Total Indebtedness and
Operating Cash Flow as of the last day of the preceding month,  adjusted to show
any increases in the Leverage Ratio as a result of additional Total Indebtedness
incurred (reduced by any principal payments on such Total  Indebtedness)  during
the quarter in which the rate is being fixed as described above.

2 Determined  based on the Leverage Ratio  calculated on the Total  Indebtedness
and Operating Cash Flow as of the last day of the preceding  month,  adjusted to
show  any  increases  in the  Leverage  Ratio as a result  of  additional  Total
Indebtedness   incurred  (reduced  by  any  principal  payments  on  such  Total
Indebtedness)  during the quarter in which the rate is being fixed as  described
above.

                                       72
                                    - 605 -