<PAGE>   1
================================================================================

                                CREDIT AGREEMENT

                                     among

                           AMERICAN TELECASTING, INC.

                                      and

                       BANQUE INDOSUEZ, NEW YORK BRANCH,

                                   AS AGENT,

                                      and

                     THE LENDING INSTITUTIONS LISTED HEREIN

                                      and

                     THE LENDING INSTITUTIONS LISTED HEREIN

                         -----------------------------

                         Dated as of February 26, 1997

                         -----------------------------
                                  $17,000,000

================================================================================

<PAGE>   2


                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                    <C>
SECTION 1.  Amount and Terms of Credit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

         1.01.  Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
         1.02.  Minimum Amount of Each Borrowing  . . . . . . . . . . . . . . . . . . . . . . . . . .  1
         1.03.  Notice of Borrowings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
         1.04.  Disbursement of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
         1.05.  Notes     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
         1.06.  Pro Rata Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
         1.07.  Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
         1.08.  Capital Requirements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
         1.09.  Total Loan Commitments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
         1.10.  Commitment Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

SECTION 2.  Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

         2.01.  Voluntary Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
         2.02.  Mandatory Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
         2.03.  Method and Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
         2.04.  Net Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7

SECTION 3.  Conditions Precedent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

         3.01.  Conditions Precedent to the Effective Date  . . . . . . . . . . . . . . . . . . . . .  9
         3.02.  Conditions Precedent to All Loans . . . . . . . . . . . . . . . . . . . . . . . . . .  13

SECTION 4.  Representations, Warranties and Agreements  . . . . . . . . . . . . . . . . . . . . . . .  14

         4.01.  Corporate Status  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         4.02.  Corporate Power and Authority; Business . . . . . . . . . . . . . . . . . . . . . . .  15
         4.03.  No Violation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         4.04.  Litigation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         4.05.  Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         4.06.  Governmental Approvals, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         4.07.  Investment Company Act  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         4.08.  Public Utility Holding Company Act  . . . . . . . . . . . . . . . . . . . . . . . . .  17
         4.09.  True and Complete Disclosure  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         4.10.  Financial Condition; Financial Statements; Projections  . . . . . . . . . . . . . . .  17
         4.11.  Security Interests  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         4.12.  Tax Returns and Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         4.13.  ERISA     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         4.14.  Patents, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
</TABLE>





                                     -i-
<PAGE>   3
<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                    <C>
         4.15.  Compliance with Laws, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         4.16.  Properties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         4.17.  Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         4.18.  Collective Bargaining Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         4.19.  Indebtedness Outstanding  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         4.20.  Environmental Protection  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         4.21.  Business, System Agreements and Other Material Agreements . . . . . . . . . . . . . .  24
         4.22.  Tower Registration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26

SECTION 5.  Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26

         5.01.  Information Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         5.02.  Books, Records and Inspections  . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         5.03.  Maintenance of Property; Insurance  . . . . . . . . . . . . . . . . . . . . . . . . .  31
         5.04.  Payment of Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         5.05.  Corporate Franchises  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         5.06.  Compliance with Statutes, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         5.07.  ERISA   32
         5.08.  Performance of Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         5.09.  End of Fiscal Years; Fiscal Quarters  . . . . . . . . . . . . . . . . . . . . . . . .  33
         5.10.  Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         5.11.  Security Interests  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         5.12.  Environmental Events  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         5.13.  Equal Security for Loans and Notes; No Further Negative Pledges . . . . . . . . . . .  34
         5.14.  Pledge of Additional Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         5.15.  Channel Lessor Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         5.16.  Tower Registration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         5.17.  Pledge of Las Vegas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         5.18.  Debt Warrant Exercise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35

SECTION 6.  Negative Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36

         6.01.  Changes in Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         6.02.  Amendments or Waivers of Certain Documents  . . . . . . . . . . . . . . . . . . . . .  36
         6.03.  Liens   36
         6.04.  Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         6.05.  Advances, Investments and Loans . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         6.06.  Prepayments of Indebtedness, etc. . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         6.07.  Dividends, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         6.08.  Transactions with Affiliates  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         6.09.  Issuance of Subsidiary Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         6.10.  Disposition of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         6.11.  Contingent Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
         6.12.  ERISA   42
         6.13.  Sale or Discount of Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
</TABLE>





                                     -ii-
<PAGE>   4
<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                    <C>
         6.14.  Additional System Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43

SECTION 7.  Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44

         7.01.  Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         7.02.  Representations, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         7.03.  Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         7.04.  Default Under Other Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         7.05.  Bankruptcy, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         7.06.  ERISA   45
         7.07.  Security Documents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         7.08.  Guarantees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         7.09.  Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         7.10.  Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47

SECTION 8.  Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48

SECTION 9.  The Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63

         9.01.  Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         9.02.  Delegation of Duties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
         9.03.  Exculpatory Provisions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
         9.04.  Reliance by the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         9.05.  Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         9.06.  Non-Reliance on Agent and Other Banks . . . . . . . . . . . . . . . . . . . . . . . .  66
         9.07.  Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         9.08.  The Agent in Its Individual Capacity  . . . . . . . . . . . . . . . . . . . . . . . .  67
         9.09.  Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
         9.10.  Resignation by Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68

SECTION 10.  Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68

         10.01. Payment of Expenses, etc  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
         10.02. Right of Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
         10.03. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
         10.04. Benefit of Credit Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
         10.05. No Waiver; Remedies Cumulative  . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
         10.06. Payments Pro Rata   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
         10.07. Calculations; Computations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
         10.08. Governing Law; Submission to Jurisdiction; Venue  . . . . . . . . . . . . . . . . . .  73
         10.09. Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74
         10.10. Effectiveness   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74
         10.11. Headings Descriptive  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74
         10.12. Amendment or Waiver   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
</TABLE>        





                                    -iii-
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                    <C>
         10.13.  Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
         10.14.  Domicile of Loans  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
         10.15.  Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
         10.16.  Independence of Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
         10.17.  Confidentiality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76

ANNEX I                   -       List of Banks
ANNEX II                  -       Bank Addresses
ANNEX 3.01(J)             -       Summary of Corporate Insurance Policies
ANNEX 3.01(M)             -       Consent Exceptions
ANNEX 4.05                -       Certain Expenditures
ANNEX 4.17(a)             -       Options
ANNEX 4.17(b)             -       Schedule of Subsidiaries
ANNEX 4.19                -       Outstanding Indebtedness
ANNEX 4.21(a)             -       System
ANNEX 4.21(b)             -       System Exceptions
ANNEX 5.15                -       Certain Markets
ANNEX 6.10                -       Certain Assets Disposition
EXHIBIT A                 -       Form of Note
EXHIBIT B-1               -       Form of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
EXHIBIT B-2               -       Form of Opinion of McDermott, Will & Emery
EXHIBIT B-3               -       Form of FCC Counsel Opinion
EXHIBIT B-4               -       Form of Local Colorado Counsel Opinion
EXHIBIT C-1               -       Form of General Security Agreement
EXHIBIT C-2               -       Form of Securities Pledge Agreement
EXHIBIT D-1               -       Form of Notice of Assignment
EXHIBIT D-2               -       Form of Assignment and Assumption Agreement
EXHIBIT E                 -       Form of Notice of Borrowing
EXHIBIT F                 -       Form of Officers' Solvency Certificate
EXHIBIT G                 -       Form of Escrow Agreement
EXHIBIT H                 -       Form of Subsidiary Guarantee
EXHIBIT I                 -       Form of Management Subordination Agreement
EXHIBIT J                 -       Form of Channel Lessor Consent
EXHIBIT K                 -       Form of FCC Opinion
</TABLE>





                                     -iv-
<PAGE>   6

                 CREDIT AGREEMENT, dated as of February 26, 1997, among
American Telecasting, Inc., a Delaware corporation (the "Borrower" or "ATel"),
the lending institutions listed in Annex I (each a "Bank" and, collectively,
the "Banks") and the New York branch of Banque Indosuez ("Indosuez") as the
agent and collateral agent for the Banks (in such capacity, the "Agent").
Unless otherwise defined herein, all capitalized terms used herein and defined
in Section 8 are used herein as so defined.

                             W I T N E S S E T H :

                 WHEREAS, ATel desires to enter into the Loan Facility which,
among other things, provides for the making of Loans to ATel pursuant to the
terms and conditions of this Credit Agreement; and

                 WHEREAS, the Banks are willing to make available the Loan
Facility provided for in this Credit Agreement.

                 NOW, THEREFORE, IT IS AGREED:

                 SECTION 1.  Amount and Terms of Credit.

                 1.01.  Commitments.  Subject to and upon the terms and
conditions herein set forth, each Bank severally agrees at any time and from
time to time on and after the Effective Date and prior to the Loan Commitment
Termination Date, to make a Loan or Loans to ATel, which Loans shall be drawn
under the Loan Facility, as set forth below.  Such Loans are herein referred to
as the "Loans."

                 1.02.  Minimum Amount of Each Borrowing.  The minimum
aggregate principal amount of a Borrowing of Loans shall be $500,000 and, if
greater, shall be in integral multiples of $100,000.

                 1.03.  Notice of Borrowings.  Whenever ATel desires that the
Banks make Loans under the Loan Facility it shall give the Agent at the Agent's
Office prior to 10:00 A.M. (New York time) at least one Business Day's written
notice (or telephonic notice promptly confirmed in writing) of each such
Borrowing.  Each such notice, which shall be substantially in the form of
Exhibit E hereto (each a "Notice of Borrowing"), shall be irrevocable, shall be
deemed a representation by ATel that all conditions precedent to such Borrowing
have been satisfied and shall specify (i) the aggregate principal amount in
U.S.  dollars of the Loans to be made pursuant to such Borrowing and
<PAGE>   7
                                     - 2 -

(ii) the date of Borrowing (which shall be a Business Day).  The Agent shall as
promptly as practicable give each Bank written notice (or telephonic notice
promptly confirmed in writing) of each proposed Borrowing, of such Bank's
proportionate share thereof and of the other matters covered by the Notice of
Borrowing.

                 1.04.  Disbursement of Funds.  (a)  No later than 1:00 P.M.
(New York time) on the date specified in each Notice of Borrowing, each Bank
will make available to the Agent in New York its pro rata portion of each
Borrowing requested to be made on such date in the manner provided below.

                 (b)  Each Bank shall make available all amounts it is to fund
under any Borrowing on or after the Effective Date in immediately available
funds to the Agent to the account specified therefor by the Agent or if no
account is so specified at the Agent's Office and the Agent will make such
funds available to ATel by depositing to the account specified therefor by ATel
or if no account is so specified to its account at the Agent's Office the
aggregate of the amounts so made available in the type of funds received.
Unless the Agent shall have been notified by any Bank prior to the date of any
such Borrowing that such Bank does not intend to make available to the Agent
its portion of the Borrowing or Borrowings to be made on such date, the Agent
may assume that such Bank has made such amount available to the Agent on such
date of Borrowing, and the Agent, in reliance upon such assumption, may (in its
sole discretion and without any obligation to do so) make available to ATel a
corresponding amount.  If such corresponding amount is not in fact made
available to the Agent by such Bank and the Agent has made available same to
ATel, the Agent shall be entitled to recover such corresponding amount from
such Bank.  If such Bank does not pay such corresponding amount forthwith upon
the Agent's demand therefor, the Agent shall promptly notify ATel, and ATel
shall immediately pay such corresponding amount to the Agent.  The Agent shall
also be entitled to recover from such Bank or ATel, as the case may be,
interest on such corresponding amount in respect of each day from the date such
corresponding amount was made available by the Agent to ATel to the date such
corresponding amount is recovered by the Agent, at a rate per annum equal to
(x) if paid by such Bank, the Federal Funds Rate or (y) if paid by ATel, the
then applicable rate of interest, calculated in accordance with Section 1.07,
for the respective Loans.  The Agent shall also be entitled to recover from any
Bank an amount equal to any other losses incurred by the Agent  as a result of
the failure of such Bank to provide such amount as provided in this Credit
Agreement.
<PAGE>   8
                                     - 3 -

                 (c)  Nothing herein shall be deemed to relieve any Bank from
its obligation to fulfill its commitment hereunder or to prejudice any rights
which ATel may have against any Bank as a result of any default by such Bank
hereunder.

                 1.05.  Notes.  (a)  ATel's obligation to pay the principal of
and interest on all the Loans made to it by each Bank shall be evidenced by a
promissory note (each, a "Note" and, collectively, the "Notes") duly executed
and delivered by ATel substantially in the form of Exhibit A hereto, with
blanks appropriately completed in conformity herewith.

                 (b)  The Note of ATel issued to each Bank shall (i) be
executed by ATel, (ii) be payable to the order of such Bank and be dated the
Effective Date, (iii) be in a stated principal amount equal to the Loan
Commitment of such Bank and be payable in the aggregate principal amount of the
Loans evidenced thereby, (iv) mature, with respect to each Loan evidenced
thereby, on the Final Maturity Date, (v) be subject to mandatory prepayment as
provided in Section 2.02, (vi) bear interest as provided in Section 1.07 and
(vii) be entitled to the benefits of this Credit Agreement and the other
applicable Credit Documents.

                 (c)  Each Bank will note on its internal records the amount of
each Loan made by it and each payment in respect thereof and will, prior to any
transfer of any of its Notes, endorse on the reverse side thereof the
outstanding principal amount of Loans evidenced thereby.  Failure to make any
such notation shall not affect ATel's obligations hereunder or under the other
applicable Credit Documents in respect of such Loans.

                 1.06.  Pro Rata Borrowings.  All Borrowings under this
Agreement shall be loaned by the Banks pro rata on the basis of their Loan
Commitments.  No Bank shall be responsible for any default by any other Bank in
its obligation to make Loans hereunder and each Bank shall be obligated to make
the Loans provided to be made by it hereunder, regardless of the failure of any
other Bank to fulfill its commitments hereunder.

                 1.07.  Interest.  (a)  The unpaid principal amount of each
Loan shall bear interest from the date of the Borrowing thereof until maturity
(whether by acceleration or otherwise) at a rate per annum of 12.50%, which
rate shall increase by  0.50% on each February 16, May 16, August 16 and
November 16, commencing May 16, 1997.
<PAGE>   9
                                     - 4 -

                 (b)  Following the occurrence and during the continuance of
any Event of Default under Section 7.01 hereof or with respect to any breach of
the covenants set forth in Section 5 or Section 6 hereof, each Loan (including
overdue principal and, to the extent permitted by law, overdue interest in
respect of any Loan) shall bear interest at the rate of interest applicable
thereto plus 2%.

                 (c)  Interest shall accrue from and including the date of any
Borrowing to but excluding the date of any repayment thereof and shall be
payable quarterly in arrears on each February 15, May 15, August 15 and
November 15 beginning on May 15, 1997.

                 1.08.  Capital Requirements.  If any Bank shall have
determined that the adoption or effectiveness after the Effective Date of any
applicable law, rule or regulation regarding capital adequacy, or any change
therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by such Bank or such
Bank's parent with any request or directive regarding capital adequacy (whether
or not having the force of law) of any such authority, central bank or
comparable agency (including in each case any such change proposed or published
prior to the date hereof), has or would have the effect of reducing the rate of
return on such Bank's or such Bank's parent's capital or assets as a
consequence of such Bank's obligations hereunder to a level below that which
such Bank or such Bank's parent could have achieved but for such adoption,
effectiveness or change or as a consequence of an increase in the amount of
capital required to be maintained by such Bank (including in each case, without
limitation, with respect to any Bank's Commitment or any Loan), then from time
to time, within 15 days after demand by such Bank (with a copy to the Agent),
ATel shall pay to such Bank such additional amount or amounts as will
compensate such Bank or such Bank's parent, as the case may be, for such
reduction.  Each Bank, upon determining in good faith that any additional
amounts will be payable pursuant to this Section 1.08, will give prompt written
notice thereof to ATel, which notice shall set forth in reasonable detail the
basis of the calculation of such additional amounts, although any delay in
giving any notice shall not release or  diminish any of ATel's obligations to
pay additional amounts pursuant to this Section 1.08.

                 1.09.  Total Loan Commitments.  The aggregate amount of the
Total Loan Commitments is $17,000,000.  Anything con-
<PAGE>   10
                                     - 5 -

tained in this Credit Agreement to the contrary notwithstanding, in no event
shall the aggregate principal amount of all Loans of any Bank at any time
exceed such Bank's portion of the Total Loan Commitments.

                 1.10.  Commitment Commission.  ATel agrees to pay the Agent a
commitment commission ("Commitment Commission") for the account of each Bank
for the period from and including the Effective Date to but not including the
date the Total Loan Commitments have been terminated, computed at a rate equal
to .50% per annum on the daily average Unutilized Commitment of such Bank.
Accrued Commitment Commission shall be due and payable in arrears on the
fifteenth day of each February, May, August and November commencing on the
fifteenth day of May 1997 and on the Loan Commitment Termination Date.

                 SECTION 2.  Payments.

                 2.01.  Voluntary Prepayments.  ATel shall have the right to
prepay Loans in whole or in part from time to time, without premium or penalty,
on the following terms and conditions:  (i) ATel shall give the Agent at the
Agent's Office written notice (or telephonic notice promptly confirmed in
writing) of its intent to prepay the Loans and the amount of such prepayment,
which notice shall be given by ATel at least one Business Day prior to the date
of such prepayment and which notice shall promptly be transmitted by the Agent
to each of the Banks; and (ii) each partial prepayment shall be in an aggregate
principal amount of at least $100,000 and integral multiples of $100,000 in
excess of that amount.  All payments made under this Section 2.01 shall reduce
the Total Loan Commitments on a pro rata basis.

                 2.02.  Mandatory Prepayments.

                 (A)  Requirements:

                 (a)  ATel shall prepay the outstanding principal amount of the
         Loans on any date on which the aggregate outstanding principal amount
         of such Loans (after giving effect to any other repayments or
         prepayments on such day)  exceeds the Total Loan Commitments in the
         amount of such excess.

                 (b)  On the day following the receipt thereof by ATel, an
         amount equal to 100% of the proceeds received by ATel in Cash or Cash
         Equivalents (net of underwriting discounts and commissions and other
         costs and expenses di-
<PAGE>   11
                                     - 6 -

         rectly associated therewith) of the sale after the Effective Date of
         equity securities shall be applied as provided in Section 2.02(B).

                 (c)  On the day following receipt thereof by ATel, an amount
         equal to 100% of any insurance proceeds received (net of direct
         expenses of recovery, including reasonable and customary legal fees),
         less any portion of such proceeds not in excess of $100,000 that is
         promptly applied to repair or replace the damaged property in respect
         of which such proceeds were received (provided that, if the damaged
         property constituted Collateral, any such replacement property shall
         be made subject to the Lien of the Security Documents), shall be
         applied as provided in Section 2.02(B).

                 (d)  On the day following the receipt thereof by ATel, an
         amount equal to 100% of any tax refund made to ATel (net of direct
         expenses of recovery, including reasonable and customary legal fees)
         shall be applied as provided in Section 2.02(B).

                 (B)  Application:  With respect to each prepayment of Loans
required by Section 2.02(A), ATel shall give the Agent two Business Days'
notice.  All prepayments shall include payment of accrued interest on the
principal amount so prepaid and shall be applied to the payment of interest
before application to principal.  All payments required under this Section 2.02
shall reduce the Total Loan Commitments on a pro rata basis.

                 2.03.  Method and Place of Payment.  (a)  Except as otherwise
specifically provided herein, all payments under this Credit Agreement shall be
made to the Agent, for the ratable account of the Banks entitled thereto, not
later than 1:00 P.M.  (New York time) on the date when due and shall be made in
immediately available funds in lawful money of the United States of America to
the account specified therefor by the Agent or if no account has been so
specified at the Agent's Office, it being understood that written notice by
ATel to the Agent to make a payment from the funds in ATel's account at the
Agent's Office shall constitute the making of such payment to the extent of
such funds held in such account.  The Agent will thereafter cause to be
distributed on the same day (if payment is actually received by the Agent in
New York prior to 1:00 P.M. (New York time) on such day) funds relating to the
payment of principal or interest or fees ratably to the Banks entitled to
receive any such payment in accordance with the terms of this Credit Agreement.
If and to the extent that any such distribution
<PAGE>   12
                                     - 7 -

shall not be so made by the Agent in full on the same day (if payment is
actually received by the Agent prior to 1:00 P.M. (New York time) on such day),
the Agent shall pay to each Bank its ratable amount thereof and each such Bank
shall be entitled to receive from the Agent, upon demand, interest on such
amount at the Federal Funds Rate for each day from the date such amount is paid
to the Agent until the date the Agent pays such amount to such Bank.

                 (b)  Any payments under this Credit Agreement which are made
by ATel later than 1:00 P.M. (New York time) shall be deemed to have been made
on the next succeeding Business Day.  Whenever any payment to be made hereunder
shall be stated to be due on a day which is not a Business Day, the due date
thereof shall be extended to the next succeeding Business Day and, with respect
to payments of principal, interest shall be payable during such extension at
the applicable rate in effect immediately prior to such extension.

                 2.04.  Net Payments.  (a)  All payments by ATel to or for the
account of any Bank or the Agent under any Credit Document shall be made
without set-off or counterclaim and in such amounts as may be necessary in
order that all such payments (after deduction or withholding for or on account
of any present or future taxes, levies, imposts, duties or similar charges
imposed by any government or any political subdivision or taxing authority
thereof on the payment to or for the account of any Bank or the Agent under any
Credit Document, other than any tax on or measured by the income of a Bank
(including any franchise or similar tax so measured) pursuant to the income tax
laws of the United States or of the jurisdiction in which it is incorporated or
organized or the jurisdiction where such Bank's lending office is located
(collectively,  such non-excluded taxes hereinafter referred to as "Taxes"))
shall not be less than the amounts otherwise specified to be paid under any
Credit Document.  A Bank to which additional amounts are payable will provide
ATel with a certificate setting forth in sufficient detail the calculation and
amount of such additional amounts payable to such Bank under this Section
2.04(a).  With respect to each deduction or withholding for or on account of
any Taxes, ATel shall promptly furnish to each Bank such certificates, receipts
and other documents as may be required (in the reasonable judgment of such
Bank) to establish any tax credit to which such Bank may be entitled.

                 (b)      Without prejudice to the provisions of clause (a) of
this Section 2.04, if any Bank, or the Agent on its behalf, is required by law
to make any payment on account
<PAGE>   13
                                     - 8 -

of Taxes on or in relation to any sum received or receivable under any Credit
Document by such Bank, or the Agent on its behalf, ATel will promptly indemnify
such person against such Tax payment, together with any interest and penalties
payable or incurred in connection therewith, computed in a manner consistent
with clause (a) of this Section 2.04 upon receipt of a certificate by such Bank
providing in sufficient detail the calculation and amount of such payments.

                 (c)      Each Bank organized under the laws of a jurisdiction
outside the United States, on or contemporaneously with the date of its
execution and delivery of this Agreement in the case of each Bank listed on the
signature pages hereof and on or prior to the date on which it becomes a Bank
in the case of each other Bank, and from time to time thereafter if requested
in writing by ATel (but only so long as such Bank remains lawfully able to do
so), shall provide ATel with Internal Revenue Service form 1001 or 4224, as
appropriate, or any successor form prescribed by the Internal Revenue Service,
certifying that such Bank is entitled to benefits under an income tax treaty to
which the United States is a party which reduces the rate of the withholding
tax on payments of interest or certifying that the income receivable pursuant
to this Agreement is effectively connected with the conduct of a trade or
business in the United States.  If the form provided by a Bank at the time such
Bank first becomes a party to this Agreement indicates a United States interest
withholding tax rate in excess of zero, withholding tax at such rate shall be
considered excluded from "Taxes" as defined in Section 2.04(a).

                 (d)      For any period with respect to which a Bank has
failed to provide ATel with the appropriate form pursuant to  Section 2.04(c)
(unless such failure is due to a change in treaty, law or regulation occurring
subsequent to the date on which a form originally was required to be provided),
such Bank shall not be entitled to indemnification under Section 2.04(a) or
2.04(b) with respect to Taxes imposed by the United States; provided, however,
that should a Bank which is otherwise exempt from or subject to a reduced rate
of withholding tax become subject to Taxes because of its failure to deliver a
form required hereunder, ATel shall take such steps as such Bank shall
reasonably request to assist such Bank to recover such Taxes.

                 (e)      If ATel is required to pay additional amounts to or
for the account of any Bank pursuant to this Section 2.04, then such Bank will
change the jurisdiction of its lending office so as to eliminate or reduce any
such additional payment
<PAGE>   14
                                     - 9 -

which may thereafter accrue if such change is not, in the sole judgment of such
Bank, disadvantageous to such Bank.

                 SECTION 3.  Conditions Precedent.

                 3.01.  Conditions Precedent to the Effective Date.  The
effectiveness of this Agreement on the Effective Date is subject to the
satisfaction of the following conditions:

                 (A)  Officer's Certificate.  On the Effective Date, the Agent
         shall have received a certificate dated such date signed by an
         appropriate officer of ATel on behalf of ATel stating that all of the
         applicable conditions set forth in Sections 3.01 and 3.02 (in each
         case disregarding any reference therein that such condition be deemed
         satisfactory by the Agent and/or the Required Banks) have been
         satisfied or waived as of such date.

                 (B)  Opinions of Counsel.  On the Effective Date, the Agent
         shall have received an opinion or opinions addressed to each of the
         Banks and dated the Effective Date, each in form and substance
         satisfactory to the Agent, from (i) Skadden, Arps, Slate, Meagher &
         Flom LLP, counsel to ATel, which opinion shall address the matters
         contained in Exhibit B-1 hereto, (ii) McDermott, Will & Emery, which
         opinion shall address the matters contained in Exhibit B-2 hereto,
         (iii) Gurman, Blask & Freedman, special FCC counsel to ATel, which
         opinion shall address the matters contained in Exhibit B-3 hereto, and
         (iv) local Colorado counsel to ATel, which opinion shall address the
         matters contained in Exhibit B-4 hereto.

                 (C)  Corporate Proceedings.  All corporate and legal
         proceedings and all instruments and agreements in connection with the
         transactions contemplated by the Credit Documents shall be
         satisfactory in form and substance to the Agent, and the Agent shall
         have received all information and copies of all certificates,
         documents and papers, including records of corporate proceedings and
         governmental approvals, if any, which the Agent reasonably may have
         requested from ATel in connection therewith, such documents and papers
         where appropriate to be certified by proper corporate or governmental
         authorities.  Without limiting the foregoing, the Agent shall have
         received (i) resolutions of the Board of Directors of ATel or any
         other Credit Party approving and authorizing such documents and
         actions as are contemplated hereby in form and substance satisfactory
         to the Agent including without
<PAGE>   15
                                     - 10 -

         limitation the execution and delivery of all Credit Documents,
         certified by its corporate secretary or an assistant secretary as
         being in full force and effect without modification or amendment, and
         (ii) signature and incumbency certificates of officers of ATel or any
         Credit Party executing instruments, documents or agreements required
         to be executed in connection with this Credit Agreement.

                 (D)  Organizational Documentation, etc.  On or prior to the
         Effective Date, the Banks shall have received copies of a true and
         complete certified copy of the following documents of ATel, the
         provisions of which shall be reasonably satisfactory to the Agent and
         the Required Banks:

                          (1)     Its Articles of Incorporation, which shall be
                 certified and be accompanied by a good standing certificate
                 from the Secretary of State of the State of Delaware and good
                 standing certificates from the jurisdictions in which it is
                 qualified to do business as a foreign corporation, each to be
                 dated a recent date prior to the Effective Date;

                          (2)     Its By-laws, certified as of the Effective 
                 Date by its corporate secretary.

                 (E)  Subsidiaries.  On or prior to the Effective Date, the
         Banks shall have received a true and complete certified copy of the
         corporate organizational documents of each Credit Party other than
         ATel, accompanied by a good standing certificate of the Secretary of
         State of each such entity's jurisdiction of organization.

                 (F)  Notes.  There shall have been delivered to the Agent for
         the account of each of the Banks the Notes executed by ATel in the
         amount and maturity and as otherwise provided herein.

                 (G)  Escrow.  ATel shall have deposited $1 million with the
         Escrow Agent pursuant to the terms of the Escrow Agreement.

                 (H)  Certain Fees.  All costs, fees and expenses (including,
         without limitation, reasonable legal fees and expenses) payable to
         Indosuez by ATel on or before the Effective Date pursuant to the
         letter agreement between ATel and Indosuez dated January 15, 1997 (the
         "Letter") shall have been paid in full and ATel shall have paid or
         have caused to be paid the commitment and other fees and ex-
<PAGE>   16
                                     - 11 -

         penses (including, without limitation, reasonable legal fees and
         expenses) contemplated hereby and/or in connection with the other
         Credit Documents.

                 (I)  Financial Statements, etc.  Prior to the Effective Date,
         the Agent shall have received financial statements including a balance
         sheet and statements of income and retained earnings and cash flow of
         ATel for the fiscal years ended December 31, 1995 and 1996 (which
         shall have been audited by Arthur Andersen).  ATel shall have
         delivered to the Agent financial projections for fiscal year 1997 with
         respect to ATel, accompanied by a statement by ATel that such
         projections are based on assumptions believed by ATel in good faith to
         be reasonable as to the future financial performance of ATel,
         reasonably satisfactory to the Agent.

                 (J)  Insurance.  Set forth on Annex 3.01(J) is a summary of
         all insurance policies maintained by ATel and its Subsidiaries, and
         the insurance coverage provided for ATel and its Subsidiaries by such
         insurance policies shall be reasonably satisfactory to the Agent.  On
         or prior to the Effective Date, there shall have been delivered to the
         Agent the insurance certificates required under the Security
         Documents.

                 (K)  Indebtedness, etc.  ATel and its Subsidiaries shall have
         outstanding no Indebtedness other than the Indebtedness (the "Existing
         Indebtedness") set forth on Annex 4.19.

                 (L)  Security Documents; Guarantees.  The Security Documents
         shall have been duly executed and delivered by the parties thereto and
         there shall have been delivered to the Collateral Agent (i) stock
         certificates representing all Pledged  Securities which are equity
         securities, together with executed and undated stock powers and/or
         assignments in blank, and the Fresno Note, (ii) evidence of the filing
         (or of the making of arrangements to file contemporaneously with the
         Effective Date) of appropriate financing statements under the
         provisions of the UCC or other applicable laws, rules or regulations
         in each of the offices where such filing is necessary or appropriate
         and to grant the Collateral Agent a perfected first priority Lien in
         such Collateral superior to and prior to the rights of all third
         persons other than Prior Liens relating to such Collateral and subject
         to no other Liens except Liens which are expressly permitted under the
         appli-
<PAGE>   17
                                     - 12 -

         cable Security Document to the full extent required by the Security
         Documents and this Agreement to be perfected on or contemporaneously
         with the Effective Date, (iii) UCC, tax lien and judgment searches
         naming the Borrower and each other Credit Party or debtor in each
         state jurisdiction in which any Collateral of such debtor is located
         and for which notices of security interests or other liens therein may
         be filed, none of which shall encumber the Collateral except for Prior
         Liens or with respect to which provision satisfactory to the Agent has
         been made to effect their release or subordination and (iv) such other
         security and other documents as may be necessary or, in the opinion of
         Agent, desirable to perfect the Liens created, or purported or
         intended to be created, by the Security Documents.  Each of the
         Guarantors shall have executed a Guarantee and a Guarantor
         Subordination Agreement.

                 (M)  Consents, Etc.  Except as set forth on Annex 3.01(M)
         hereto, all governmental and third-party approvals and consents
         (including, without limitation, all approvals and consents required in
         connection with any environmental statutes, rules or regulations), if
         any, in connection with the transactions contemplated by the Credit
         Documents, and otherwise referred to herein or therein to be completed
         on or before the Effective Date shall have been obtained and remain in
         effect.  There shall not exist any judgment, order, injunction or
         other restraint issued or filed with respect to the making of the
         Loans hereunder.

                 (N)  Solvency.  On or before the Effective Date, the Banks
         shall have received the Officers' Solvency Certificate, in form and
         substance satisfactory to the Agent and the Required Banks.

                 (O)  Capitalization and Corporate Structure.  The corporate
         and capital structure of ATel shall be reasonably  satisfactory to the
         Agent in all respects.  ATel shall have no Subsidiaries other than the
         Subsidiaries set forth on Annex 4.17.

                 (P)  Partial Discharge of Fresno Note.  All principal amounts,
         prepayment charges, if any, accrued interest, and fees, charges and
         other obligations of Fresno MMDS Associates to any party other than
         ATel in respect of the Fresno Note shall have been paid and discharged
         in full, and the Agent shall have received the originals or copies
         authenticated to its satisfaction of (i) duly executed discharge
         letter and receipts evidencing payment in full of all
<PAGE>   18
                                     - 13 -

         amounts due thereunder, (ii) duly executed releases and UCC-3
         Termination Statements satisfactory in form and substance to the
         Agent, effectively releasing and discharging all Liens incurred by
         each Credit Party other than Fresno MMDS Associates in connection with
         such Fresno Note, in proper form for filing or recording, as
         applicable, (iii) duly executed amendments to any financing statements
         naming Fresno MMDS Associates as debtor in connection with such Fresno
         Note substituting ATel as secured party thereunder for any party other
         than ATel, satisfactory in form and substance to the Agent, and (iv)
         such other documents as the Agent may reasonably request in order to
         evidence the discharge of such Fresno Note and the release or
         amendments of the Liens in connection therewith.

                 (Q)  Equity Documents.  The Option Agreements, the Debt
         Warrants, the Equity Warrants, the Bond Appreciation Rights and the
         Registration Rights Agreement shall have been duly executed and
         delivered by the parties thereto.

                 All of the certificates, legal opinions and other documents
and papers referred to in this Section 3.01, unless otherwise specified, shall
be delivered to the Agent at the Agent's Office (or such other location as may
be specified by the Agent) for the account of each of the Banks and in
sufficient counterparts for each of the Banks and shall be satisfactory in form
and substance to the Agent.

                 3.02.  Conditions Precedent to All Loans.  The obligation of
the Banks to make all Loans is subject, at the time of each such Loan, to the
satisfaction of the following conditions:

                 (A)  Effectiveness.  This Agreement shall have become
         effective as provided in Section 10.10.

                 (B)  No Default; Representations and Warranties.  At the time
         of the making of each Loan and also after giving effect thereto (i)
         there shall exist no Default or Event of Default and (ii) all
         representations and warranties contained herein or in the other Credit
         Documents in effect at such time shall be true and correct in all
         material respects with the same effect as though such representations
         and warranties had been made on and as of the date of the making of
         such Loan, unless such representation and warranty expressly indicates
         that it is being made as of any other specific date in which case on
         and as of such other date.
<PAGE>   19
                                     - 14 -

                 (C)  Adverse Change, etc.  Since December 31, 1996, nothing
         shall have occurred or become known which the Required Banks or the
         Agent shall have determined has a Materially Adverse Effect.

                 (D)  Margin Rules.  On the date of each Borrowing of Loans,
         neither the making of any Loan nor the use of the proceeds thereof
         will violate the provisions of Regulation G, T, U or X of the Board of
         Governors of the Federal Reserve System.

                 The acceptance of the proceeds of each Borrowing of Loans
shall constitute a representation and warranty by ATel to each of the Banks
that all of the applicable conditions specified in Section 3.02 (in each case
disregarding any reference therein that such condition be deemed satisfactory
by the Agent and/or the Required Banks) have been satisfied or waived.

                 All of the certificates, legal opinions and other documents
and papers requested by the Agent, unless otherwise specified, shall be
delivered to the Agent at the Agent's Office (or such other location as may be
specified by the Agent) for the account of each of the Banks and in sufficient
counterparts for each of the Banks and shall be reasonably satisfactory in form
and substance to the Agent.

                 SECTION 4.  Representations, Warranties and Agreements.  In
order to induce the Banks to enter into this Agreement and to make the Loans
provided for herein, ATel makes the following representations and warranties
to, and agreements with, the Banks, all of which shall survive the execution
and delivery of this Agreement and the making of the Loans (with the execution
and delivery of this Agreement and the making of each Loan thereafter being
deemed to constitute a representation and warranty that the matters specified
in this Section 4 are true and correct in all material respects as of the date
of  each such Loan unless such representation and warranty expressly indicates
that it is being made as of any specific date):

                 4.01.  Corporate Status.  Each Credit Party (i) is a duly
organized and validly existing corporation in good standing under the laws of
its respective jurisdiction of incorporation; (ii) has the corporate or other
organizational power and authority and has obtained with respect to its present
business, and prior to any part of ATel's network being installed or becoming
operational will obtain, all requisite governmental licenses, authorizations,
consents and approvals to own and op-
<PAGE>   20
                                     - 15 -

erate its property and assets and to transact the business in which it is
engaged and presently proposes to engage, except for those governmental
licenses, authorizations, consents or approvals the failure of which to be so
obtained would not have a Materially Adverse Effect; and (iii) is duly
qualified and is authorized to do business and is in good standing in all
jurisdictions where it is required to be so qualified and where the failure to
be so qualified would have a Materially Adverse Effect.

                 4.02.  Corporate Power and Authority; Business.  Each Credit
Party has the corporate power and authority to execute, deliver and carry out
the terms and provisions of the Credit Documents to which it is a party and has
taken all necessary corporate action to authorize the execution, delivery and
performance of the Credit Documents to which it is a party.  Each Credit Party
has duly executed and delivered each Credit Document to which it is a party and
each such Credit Document constitutes the legal, valid and binding obligation
of such entity enforceable in accordance with its terms except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors' rights generally
or by equitable principles relating to enforceability.

                 4.03.  No Violation.  Neither the execution, delivery and
performance by each Credit Party of the Credit Documents to which it is a party
nor compliance with the terms and provisions thereof, nor the consummation of
the transactions contemplated therein (i) will contravene any applicable
provision of any law, statute, rule, regulation, order, writ, injunction or
decree of any court or governmental instrumentality, (ii) will conflict or be
inconsistent with or result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default under, or (other than
pursuant to the  Security Documents) result in the creation or imposition of
(or the obligation to create or impose) any Lien upon any of the property or
assets of such Credit Party pursuant to the terms of any indenture, mortgage,
deed of trust, material agreement or other material instrument to which such
Credit Party is a party or by which it or any of its property or assets is
bound or to which it may be subject or (iii) will violate any provision of the
charter or by-laws of such Credit Party, except where such contravention,
conflict, inconsistency, breach, default, creation, imposition, obligation or
violation would not have a Materially Adverse Effect.  ATel and its
Subsidiaries have all easements, licenses and rights of way necessary to
conduct
<PAGE>   21
                                     - 16 -

their business except where failure to have the same will not have a Materially
Adverse Effect.

                 4.04.  Litigation.  There are no actions, judgments, suits or
proceedings pending or, to ATel's knowledge, threatened with respect to ATel or
its Subsidiaries that are likely, individually or in the aggregate, to have a
Materially Adverse Effect.

                 4.05.  Use of Proceeds.  (a)  The proceeds of all Loans to be
made to ATel hereunder shall be utilized to repay outstanding Indebtedness of
ATel or its Subsidiaries and for general corporate purposes, including to
finance the working capital requirements of ATel or its Subsidiaries, or for
any of the capital expenditures and acquisitions of channel rights set forth on
Annex 4.05 hereto.  $1 million of the initial Borrowing hereunder shall be
deposited with the Escrow Agent under the terms of the Escrow Agreement.

                 (b)  Neither the making of any Loan hereunder, nor the use of
the proceeds thereof, will violate or be inconsistent with the provisions of
Regulation G, T, U or X of the Board of Governors of the Federal Reserve
System.

                 4.06.  Governmental Approvals, etc.  No order, consent,
approval, license, authorization, or validation of, or filing, recording or
registration with, or exemption by, any third party or any governmental or
public body or authority, or by any subdivision thereof, including but not
limited to any radio, television or other license, permit, certificate or
approval granted or issued by the FCC or any other Governmental Authority
(including without limitation any MDS, MMDS, ITFS, business radio, earth
station operational fixed service, local MDS, or experimental licenses or
permits issued by the FCC) (other than those orders, consents, approvals,
licenses,  authorizations or validations which have previously been obtained or
made and except for filings to perfect security interests granted pursuant to
the Security Documents, all of which will be accomplished on or prior to the
Closing Date), is required to authorize or is required in connection with (i)
the execution, delivery and performance of any Credit Document or the
transactions contemplated therein or (ii) the legality, validity, binding
effect or enforceability of any Credit Document; provided, however, to the
extent the performance of any Credit Document or the transactions contemplated
therein involves a transfer of control
<PAGE>   22
                                     - 17 -

or assignment of any license, permit, certificate or other authorization issued
by the FCC, then FCC approval may be required prior to such transfer of control
or assignment.  At the time of the making of the Loans, there does not exist
any judgment, order, injunction or other restraint issued or filed with respect
to the making of loans or the performance by the Credit Parties of their
respective obligations under the Credit Documents.

                 4.07.  Investment Company Act.  ATel is not, nor will it be
after giving effect to the transactions contemplated hereby, an "investment
company" or a company "controlled" by an "investment company," within the
meaning of the Investment Company Act of 1940, as amended.

                 4.08.  Public Utility Holding Company Act.  ATel is not, nor
will be after giving effect to the transactions contemplated hereby, a "holding
company," or a "subsidiary company" of a "holding company," or an "affiliate"
of a "holding company" or of a "subsidiary company" of a "holding company,"
within the meaning of the Public Utility Holding Company Act of 1935, as
amended.

                 4.09.  True and Complete Disclosure.  All factual information
(taken as a whole) heretofore or contemporaneously furnished by or on behalf of
ATel in writing to any Bank for purposes of or in connection with this Credit
Agreement or any transaction contemplated herein is, and all other such factual
information (taken as a whole) hereafter furnished by or on behalf of ATel in
writing to any Bank will be, true and accurate in all material respects on the
date as of which such information is dated or certified and not incomplete by
omitting to state any material fact necessary to make such information not
misleading at such time in light of the circumstances under which such
information was provided.  The projections and pro forma financial information
contained in such materials are based on good faith estimates and assumptions
believed by ATel  to be reasonable at the time made, it being recognized by the
Banks that such projections as to future events are not to be viewed as facts
and that actual results during the period or periods covered by any such
projections may differ materially from the projected results.  There is no fact
known to ATel which materially and adversely affects the business, operations,
property, assets, nature of assets, liabilities, condition (financial or
otherwise) or prospects of ATel and its Subsidiaries, taken as a whole, which
has not been disclosed herein or in such other documents, certificates and
written statements furnished to the Banks.

                 4.10.  Financial Condition; Financial Statements; Projections.
(a)  ATel and its Subsidiaries are not entering
<PAGE>   23
                                     - 18 -

into the arrangements contemplated hereby and by the other Credit Documents,
nor intends to make any transfer or incur any obligations hereunder or
thereunder, with actual intent to hinder, delay or defraud either present or
future creditors.  On and as of the Effective Date, on a pro forma basis after
giving effect to all Indebtedness incurred and Liens created, or to be created,
by ATel and its Subsidiaries in connection herewith, (w) ATel does not expect
that final judgments against ATel or its Subsidiaries in actions for money
damages with respect to pending or threatened litigation will be rendered at a
time when, or in an amount such that, ATel and its Subsidiaries, on a
consolidated basis, will be unable to satisfy any such judgments promptly in
accordance with their terms (taking into account the maximum reasonable amount
of such judgments in any such actions and the earliest reasonable time at which
such judgments might be rendered and the cash available to ATel or its
Subsidiaries, after taking into account all other anticipated uses of the cash
of ATel or its Subsidiaries (including the payments on or in respect of debts
(including its Contingent Obligations)); (x) ATel and its Subsidiaries will not
have incurred nor intends to, nor believes that they will, incur debts beyond
their ability to pay such debts as such debts mature (taking into account the
timing and amounts of cash to be received by ATel and its Subsidiaries from any
source, and of amounts to be payable on or in respect of debts of ATel and its
Subsidiaries and the amounts referred to in the preceding clause (w)); (y) ATel
and its Subsidiaries, on a consolidated basis, after taking into account all
other anticipated uses of the cash of ATel and its Subsidiaries, anticipates
being able to pay all amounts on or in respect of debts of ATel and its
Subsidiaries when such amounts are required to be paid; and (z) ATel and its
Subsidiaries, on a consolidated basis, will have sufficient capital with which
to conduct its present and  proposed business and the property of ATel and its
Subsidiaries does not constitute unreasonably small capital with which to
conduct its present or proposed business.  For purposes of this Section 4.10,
"debt" means any liability on a claim, and "claim" means a (i) right to payment
whether or not such a right is reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured or unsecured; or (ii) right to an equitable remedy for breach of
performance if such breach gives rise to a payment, whether or not such right
to an equitable remedy is reduced to judgment, fixed, contingent, matured,
unmatured, disputed, undisputed, secured or unsecured.  On the date of each
Borrowing (and after giving effect to all Borrowings as of such date), the
representations set forth in this Section
<PAGE>   24
                                     - 19 -

4.10(a) shall be true and correct with respect to ATel and its Subsidiaries on
such date.

                 (b)  ATel has heretofore delivered to the Banks the financial
statements set forth in Section 3.01(I).  All the financial statements referred
to in the preceding sentence were prepared in accordance with GAAP consistently
applied, except in the case of interim financial statements for normal year-end
adjustments and the absence of footnote disclosures.  Such financial statements
fairly present in all material respects the financial position of ATel for each
of the periods covered thereby.  Except as disclosed to the Banks prior to the
Effective Date, since December 31, 1996 no event or events have occurred that
could reasonably be expected to have a Materially Adverse Effect.

                 (c)  There have heretofore been delivered to the Banks pro
forma consolidated income projections for ATel, pro forma consolidated balance
sheet projections for ATel and pro forma consolidated cash flow projections for
ATel, all for the fiscal year ending December 31, 1997 (the "Projected
Financial Statements").  The Projected Financial Statements present a good
faith estimate of the consolidated financial information contained therein at
the date thereof.

                 (d)  As of the Effective Date, except as fully reflected or
reserved against in the financial statements and the notes thereto described in
Section 4.10(b), there were no liabilities or obligations with respect to ATel
or its Subsidiaries of any nature whatsoever (whether absolute, accrued,
contingent or otherwise and whether or not due) which, either individually or
in aggregate, would reasonably be expected to be material to ATel.  As of the
Effective Date, ATel does not  know of any basis for the assertion against ATel
or its Subsidiaries of any liability or obligation of any nature whatsoever
that is not fully reflected in the financial statements described in Section
4.10(b) or (c) which, either individually or in the aggregate, could reasonably
be expected to be material to ATel and its Subsidiaries, taken as a whole.

                 4.11.  Security Interests.  The Security Documents, once
executed and delivered, create, as security for the obligations purported to be
secured thereby, a valid and enforceable perfected first priority security
interest in and Lien in favor of the Collateral Agent for the benefit of the
Banks on all of the Collateral, superior to and prior to the rights of all
third persons other than Prior Liens relating to such Collateral and subject to
no other Liens except Liens which are
<PAGE>   25
                                     - 20 -

expressly permitted under the applicable Security Document, except to the
extent otherwise provided therein.  As of the Effective Date and thereafter,
each Credit Party has (or on and after the time it executes each Security
Document, will have) good and marketable title to all items of Collateral
covered by such Security Document free and clear of all Liens except any Prior
Lien relating to such Collateral or other Liens which are expressly permitted
under the applicable Security Document.  Other than as contemplated in Section
3.01(L), no filings or recordings are required in order to perfect the security
interests created under the Security Documents except for filings or recordings
required in connection with the Security Documents which shall have been made
prior to or contemporaneously with the execution and delivery thereof or have
been otherwise made.

                 4.12.  Tax Returns and Payments.  ATel has filed all material
tax returns required to be filed by it and has paid all material taxes and
assessments payable by it which have become due, other than those not yet
delinquent and except for those being diligently contested in good faith and by
appropriate proceedings.  ATel has provided adequate tax reserves in accordance
with GAAP.  ATel knows of no proposed tax assessment against it that could
reasonably be expected to have a Materially Adverse Effect.

                 4.13.  ERISA.  (A)  Each of ATel and the ERISA Affiliates is
in compliance in all material respects with all applicable provisions of ERISA
and the regulations and published interpretations thereunder with respect to
all employee benefit plans, Pension Plans and Multiemployer Plans currently
maintained by ATel or any of its ERISA Affiliates.

                 (B)  No Termination Event has occurred or is reasonably
expected to occur with respect to any Pension Plan which resulted or could
reasonably be expected to result in a material liability to ATel or any ERISA
Affiliate.

                 (C)  As of the Effective Date, neither ATel nor any ERISA
Affiliate maintains or contributes to any Title IV Plan or Multiemployer Plan.
Neither ATel nor any ERISA Affiliate has incurred or reasonably expects to
incur any material withdrawal liability under Section 4201 et seq. of ERISA to
any Multiemployer Plan or any employee benefit plan of the type described in
Sections 4063 and 4064 of ERISA or in Section 413(c) of the Code.
<PAGE>   26
                                     - 21 -

                 (D)  Neither ATel nor any ERISA Affiliate has incurred any
accumulated funding deficiency (whether or not waived) with respect to any
Pension Plan.

                 (E)  Neither ATel nor any ERISA Affiliate has or reasonably
expects to become subject to a Lien in favor of any Pension Plan under Section
302(f) or 307 of ERISA or Section 401(a)(29) or 412(n) of the Code.

                 As used in this Section 4.13, the term "accumulated funding
deficiency" has the meaning specified in Section 302 of ERISA and Section 412
of the Code, and the term "employee benefit plan" has the meaning specified in
Section 3(3) of ERISA.

                 4.14.  Patents, etc.  ATel and its Subsidiaries have obtained
all material patents, trademarks, service marks, trade names, copyrights,
licenses and other rights, free from burdensome restrictions, that are
necessary for the operation of their respective businesses as presently
conducted and as proposed to be conducted.

                 4.15.  Compliance with Laws, etc.  ATel (i) is in compliance
with all laws and regulations, including without limitation those relating to
pollution and environmental control, equal employment opportunity and employee
safety, in all jurisdictions in which it is presently doing business, including
all FCC rules and regulations, and rules and regulations of the U.S. Copyright
Office, and (ii) will comply and cause each of its Subsidiaries to comply with
all such laws and regulations which may be imposed in the future in
jurisdictions in which it or such Subsidiary may then be doing business, other
than those noncompliances in clauses (i) and (ii) above which would not have a
Materially Adverse Effect.

                 4.16.  Properties.  ATel and each of its Subsidiaries have
good and marketable title to and beneficial ownership of all their respective
material properties owned by them, including after the Effective Date all
property reflected in the most recent balance sheet referred to in Section
4.10(b) and except as sold or otherwise disposed of since the date of such
balance sheet in the ordinary course of business, free and clear of all Liens,
other than, with respect to property constituting Collateral, Prior Liens and
other liens expressly permitted under the applicable Security Document, and
with respect to property not constituting Collateral, Permitted Encumbrances.
ATel, and each Subsidiary thereof, holds all material licenses, certificates of
occupancy or operation and similar certificates and clearances of municipal and
other authorities necessary to own
<PAGE>   27
                                     - 22 -

and operate its properties in the manner and for the purposes currently
operated by such party.  ATel, and each of its Subsidiaries, has easements or
rights-of-way adequate for the operations and maintenance of its transmission
and distribution lines.  There are no actual, threatened or alleged defaults of
a material nature with respect to any leases of real property under which ATel,
or any of its Subsidiaries, is lessor or lessee.

                 4.17.  Securities.  (a)  The Common Stock of ATel is duly
authorized, issued and delivered and is fully paid, nonassessable and free of
preemptive rights.  Except as set forth on Annex 4.17(a), there are not, as of
the Effective Date, any existing options, warrants, calls, subscriptions,
convertible or exchangeable securities, rights, agreements, commitments or
arrangements for any person to acquire any capital stock of ATel or any other
securities convertible into, exchangeable for or evidencing the right to
subscribe for any such capital stock.

                 (b)  ATel has no Subsidiaries other than as set forth on Annex
4.17(b).  Except as set forth on Annex 4.17(a), there are not, as of the
Effective Date, any existing options, warrants, calls, subscriptions,
convertible or exchangeable securities, rights, agreements, commitments or
arrangements for any person to acquire any interest of any direct or indirect
Subsidiary of ATel or any other securities convertible into, exchangeable for
or evidencing the right to subscribe for any such interest.

                 4.18.  Collective Bargaining Agreements.  Neither ATel nor any
of its Subsidiaries has, as of the date hereof, any collective bargaining or
similar agreements between or  applicable to ATel and its Subsidiaries and any
union, labor organization or other bargaining agent in respect of the employees
of ATel or its Subsidiaries.

                 4.19.  Indebtedness Outstanding.  Set forth on Annex 4.19
hereto is a list and description of all Indebtedness of ATel and its
Subsidiaries that will be outstanding immediately prior to the Effective Date.
Annex 4.19 identifies which portions of such Indebtedness will be repaid with
the proceeds of the Loans.

                 4.20.  Environmental Protection.  Except as would not have a
Materially Adverse Effect,

                 (A)  ATel and each of its Subsidiaries have obtained all
         permits, licenses and other authorizations
<PAGE>   28
                                     - 23 -

         (collectively "Authorizations") which are required with respect to the
         operation of the business of ATel and its Subsidiaries, in each case
         taken as a whole, under any Environmental Law and each such
         Authorization is in full force and effect.

                 (B)  ATel and each of its Subsidiaries are in compliance with
         all terms and conditions of the Authorizations specified in subsection
         4.20(A) above, and is also in compliance with all other requirements
         contained in any Environmental Laws applicable to it and its business,
         assets, operations and properties, including without limitation those
         arising under the Resource Conservation and Recovery Act of 1976, as
         amended ("RCRA"), the Comprehensive Environmental Response,
         Compensation and Liability Act of 1980, as amended by the Superfund
         Amendments and Reauthorization Act of 1986 ("CERCLA"), the Federal
         Water Pollution Control Act, as amended, the Federal Clean Air Act, as
         amended, the Toxic Substances Control Act, and the FCC rules and
         regulations pertaining to radio frequency (RF) radiation.

                 (C)  There is no civil, criminal or administrative action,
         suit, demand, claim, hearing, notice of violation, investigation,
         proceeding, notice or demand letter or request for information pending
         or, to ATel's knowledge, threatened against ATel or any of its
         Subsidiaries under any Environmental Law.

                 (D)  Neither ATel nor any of its Subsidiaries has received
         notice that it has been identified as a potentially responsible party
         under CERCLA or RCRA or any comparable state law nor has ATel or any
         of its Subsidiaries received any  notification that any hazardous
         substances or any pollutant or contaminant, as defined in CERCLA and
         its implementing regulations, or any toxic substance, hazardous waste,
         hazardous constituents, hazardous materials, asbestos or asbestos
         containing material, petroleum, including crude oil and any fractions
         thereof, or other wastes, chemicals, substances or materials regulated
         by any Environmental Laws (collectively "Hazardous Materials") that it
         or any of their respective predecessors in interest has used,
         generated, stored, treated, handled, transported or disposed of, has
         been found at any site at which any governmental agency or private
         party is conducting a remedial investigation or other action pursuant
         to any Environmental Law.
<PAGE>   29
                                     - 24 -

                 (E)  There have been no releases (i.e., any past or present
         releasing, spilling, leaking, pumping, pouring, emitting, emptying,
         discharging, injecting, escaping, leaching, disposing or dumping) of
         Hazardous Materials by ATel or any of its Subsidiaries on, upon, into
         or from any of its properties, except in compliance with law.  To the
         knowledge of ATel, there have been no such releases on, upon, under or
         into any real property in the vicinity of any of its properties that,
         through soil, surface water or groundwater migration or contamination,
         may be located on, in or under its properties.

                 (F)  To the knowledge of ATel, there is no asbestos or
         asbestos containing material in, on or at any of its properties or any
         facility or equipment of ATel or any of its Subsidiaries that is
         required to be removed or remediated pursuant to any Environmental
         Law.

                 (G)  To the knowledge of ATel, no properties of ATel or any of
         its Subsidiaries are (i) listed or proposed for listing on the
         National Priorities List under CERCLA or (ii) listed in the
         Comprehensive Environmental Response, Compensation, Liability
         Information System List promulgated pursuant to CERCLA, or on any
         comparable list maintained by any governmental authority.

                 (H)  There are no past or present events, conditions,
         circumstances, activities, practices, incidents, actions or plans
         which may interfere with or prevent compliance with any Environmental
         Law, or which may give rise to any common law or legal liability,
         including, without limitation, liability under CERCLA or similar state
         or local laws, or otherwise form the basis of any claim, action,
         demand, suit, proceeding, hearing or notice of violation, study or
         investigation, based on or  related to the manufacture, processing,
         distribution, use, generation, treatment, storage, disposal,
         transport, shipping or handling, or the emission, discharge, release
         or threatened release into the environment, of any Hazardous
         Materials.

                 4.21.  Business, System Agreements and Other Material
Agreements.  (a)  Annex 4.21(a) attached hereto accurately and completely
lists, with respect to the System, all System Agreements and other material
agreements with respect to the System (copies of which have been delivered to
the Banks) presently in effect in connection with the present or anticipated
conduct of the business of the Credit Parties.
<PAGE>   30
                                     - 25 -

                 (b)  Except as disclosed on Annex 4.21(b) hereto, (i) the
Credit Parties have obtained and possess all System Agreements, patents,
copyrights, certificates of confirmation, licenses, permits, trademarks, and
trade names, or rights thereto, necessary to conduct its business substantially
as proposed to be conducted (except where the failure to obtain any of the
foregoing would be reasonably likely not to have a Materially Adverse Effect),
and, to the Credit Parties' knowledge, the Credit Parties are not in violation
of any valid rights of others with respect to any of the foregoing; (ii) each
of the foregoing is in full force and effect, has been validly assigned to, or
issued in the name of, the Credit Parties, the Credit Parties have fulfilled
and performed all of their material obligations with respect thereto, and the
Credit Parties know of the occurrence of no event, investigation or threatened
investigation which permits, or after passage of time or giving of notice or
both would permit, revocation or termination of any of the foregoing; (iii) all
consents necessary to the assignment of the System Agreements to the Credit
Parties have been approved by final orders of all Governmental Authorities and
other Persons as to which all applicable administrative and judicial appeal,
review and reconsideration periods have expired other than those which would
not, individually or in the aggregate, materially diminish the value of any
market; (iv) no other license, permit or franchise is necessary to the
operation by the Credit Parties of the System as now conducted or proposed to
be conducted other than those which would not, individually or in the
aggregate, materially diminish the value of any market; and (v) the Credit
Parties have obtained and possess all licenses, leases, conduit use, equipment
rental and microwave or satellite relay agreements necessary for the operation
of each System as required by the System Agreements other than those which
would not, individually or in the aggregate, materially diminish the value of
any market.

                 (c)  Except as disclosed on Annex 4.21(b) hereto, as of the
Closing Date (1) each System Agreement listed under Annex 4.21(a) hereto is in
full force and effect and no other approval, application, filing, registration,
consent or other action of any Governmental Authority (except for FCC
requirements) is required to enable the Credit Parties to operate under any
such System Agreement other than those which would not, individually or in the
aggregate, materially diminish the value of any market, (2) none of the Credit
Parties nor, to the Credit Parties' knowledge, any other Person has received
any notice from any Governmental Authority or other Person with respect to any
<PAGE>   31
                                     - 26 -

breach of any covenant under, or any default with respect to, any such System
Agreement or with respect to any breach of any covenant under, or any default
with respect to, any license or permit issued to the licensor or lessor to such
System Agreement.

                 4.22.  Tower Registration.  Except as to the matters which
would not, individually or in the aggregate, materially diminish the value of
any market, ATel has timely registered, and has filed with the FCC all required
information and reports pertaining to, any towers which it owns and on which
are located any transmission or reception antennas, regardless of whether those
antennas are owned by ATel or its Subsidiaries or by any other person or entity
operating a facility licensed by the FCC.

                 SECTION 5.  Affirmative Covenants.  ATel covenants and agrees
that on the Effective Date and thereafter for so long as this Agreement is in
effect and until the Commitments have terminated and the Loans together with
interest, fees and all other Obligations incurred hereunder are paid in full:

                 5.01.  Information Covenants.  ATel will furnish or cause to
be furnished to each Bank:

                 (a)      As soon as available and in any event within 90 days
         after the close of each fiscal year of ATel, the consolidated balance
         sheets of ATel and its Subsidiaries as at the end of such fiscal year
         and the related consolidated statements of operations, of
         stockholders' equity and of cash flows for such fiscal year, setting
         forth comparative consolidated figures for the preceding fiscal year,
         and an unqualified report on such consolidated balance sheets and
         financial statements by independent certified public accountants of
         recognized national standing.

                 (b)  As soon as available and in any event within 45 days
         after the close of each of the first three quarterly accounting
         periods in each fiscal year of ATel, commencing with the fiscal
         quarter ending on March 31, 1997, the consolidated balance sheet of
         ATel and its Subsidiaries as at the end of such quarterly period and
         the related consolidated statements of operations, of stockholders'
         equity and of cash flows for such quarterly period and for the elapsed
         portion of the fiscal year ended with the last day of such quarterly
         period, and in each case setting forth comparative consolidated
         figures for the related periods in the prior fiscal year, subject to
         normal year-end audit adjustments.
<PAGE>   32
                                     - 27 -

                 (c)  As soon as practicable and in any event within 30 days
         after the end of the first full month ending after the Closing Date,
         (i) the consolidated balance sheet of ATel as at the end of such
         period and (ii) the related statements of income and cash flows of
         ATel, in each case for such fiscal month and for the period from the
         beginning of the then current fiscal year to the end of such fiscal
         month, setting forth in comparative form the corresponding periods of
         the prior fiscal year.

                 (d)  Together with each delivery of consolidated financial
         statements of ATel together with its Subsidiaries pursuant to
         subsection (a) above, a written statement by the independent public
         accountants giving the report thereon (i) stating that their audit
         examination has included a review of such terms of Sections 5, 6, 7
         and 8 of this Agreement which solely relate to accounting matters but
         without having conducted any special auditing procedures in connection
         therewith, (ii) stating whether, in connection with their audit
         examination, any condition or event which constitutes a Default or
         Event of Default has come to their attention, and if such a condition
         or event has come to their attention, specifying the nature and period
         of existence thereof; provided that such accountants shall not be
         liable by reason of any failure to obtain knowledge of any such
         Default or Event of Default that would not be disclosed in the course
         of their audit examination, and (iii) stating that based on their
         audit examination nothing has come to their attention which causes
         them to believe that as of the end of such fiscal year of ATel there
         existed a Default or an Event of Default related to the breach of any
         covenant set forth in Section 5 or 6 which solely relates to
         accounting matters  or, if a Default or Event of Default so existed,
         describing such Default or Event of Default.

                 (e)  On or prior to the commencement of each fiscal year,
         budgets of ATel and its Subsidiaries in reasonable detail for each
         month of such fiscal year, as customarily prepared by management for
         its internal use, setting forth, with appropriate discussion, the
         principal assumptions upon which such budgets are based.  Together
         with each delivery of financial statements pursuant to Sections
         5.01(a), (b) and (c), a comparison of the current year to date
         financial results against the budgets required to be submitted
         pursuant to this subsection (e) shall be presented.
<PAGE>   33
                                     - 28 -

                 (f)  At the time of the delivery of the financial statements
         provided for in Sections 5.01(a) and (b), a certificate of the chief
         financial officer, controller, chief accounting officer or other
         Authorized Officer of ATel to the effect that no Default or Event of
         Default exists, or, if any Default or Event of Default does exist,
         specifying the nature and extent thereof.

                 (g)  Promptly upon receipt thereof, a copy of each annual
         "management letter" submitted to ATel by its independent accountants
         in connection with any annual audit made by them of the books of ATel
         or any of its Subsidiaries.

                 (h)  Promptly upon their becoming available, copies of all
         consolidated financial statements, reports, notices and proxy
         statements sent or made available generally by ATel or any Subsidiary
         of ATel to its security holders as security holders, of all regular
         and periodic reports and all registration statements and prospectuses,
         if any, filed by ATel or any of its Subsidiaries with any securities
         exchange or with the SEC and of all press releases and other
         statements made available generally by ATel or any Subsidiary of ATel
         to the public concerning material developments in the business of ATel
         and its Subsidiaries.

                 (i)  Promptly upon any officer of ATel or any of its
         Subsidiaries obtaining knowledge (w) of any condition or event which
         constitutes a Default or Event of Default, or becoming aware that any
         Bank has given any notice or taken any other action with respect to a
         claimed Default or Event of Default under this Agreement, (x) that any
         Person  has given any notice to ATel or any Subsidiary of ATel or
         taken any other action with respect to a claimed default or event or
         condition of the type referred to in Section 7.04, or (y) of a
         material adverse change in the business, operations, properties,
         assets, nature of assets, condition (financial or otherwise) or
         prospects of ATel and its Subsidiaries taken as a whole, an Officers'
         Certificate specifying the nature and period of existence of any such
         condition or event, or specifying the notice given or action taken by
         such holder or Person and the nature of such claimed Default, Event of
         Default, event or condition, or material adverse change, and what
         action ATel has taken, is taking and proposes to take with respect
         thereto.
<PAGE>   34
                                     - 29 -

                 (j) (i) Promptly upon any officer of ATel or its Subsidiaries
         obtaining knowledge of the institution of, or written threat of, any
         action, suit, proceeding, governmental investigation or arbitration
         against or affecting ATel or any of its Subsidiaries or any property
         of ATel or any of its Subsidiaries not previously disclosed to the
         Banks, which action, suit, proceeding, governmental investigation or
         arbitration seeks (or in the case of multiple actions, suits,
         proceedings, governmental investigations or arbitrations arising out
         of the same general allegations or circumstances which seek) recovery
         from ATel or any of its Subsidiaries aggregating $100,000 or more
         (exclusive of claims covered by insurance policies of ATel or any of
         its Subsidiaries unless the insurers of such claims have disclaimed
         coverage or reserved the right to disclaim coverage on such claims),
         ATel shall give notice thereof to the Banks and provide such other
         information as may be reasonably available to enable the Banks and
         their counsel to evaluate such matters; (ii) as soon as practicable
         and in any event within 45 days after the end of each fiscal quarter,
         ATel shall provide a quarterly report to the Banks covering the
         institution of, or written threat of, any action, suit, proceeding,
         governmental investigation or arbitration (not previously reported)
         against or affecting ATel or any of its Subsidiaries or any property
         of ATel or any of its Subsidiaries not previously disclosed to the
         Banks, which action, suit, proceedings, governmental investigation or
         arbitration seeks (or in the case of multiple actions, suits,
         proceedings, governmental investigations or arbitrations arising out
         of the same general allegations or circumstances which seek) recovery
         from ATel or any of its Subsidiaries aggregating  $100,000 or more
         (exclusive of claims covered by insurance policies of ATel or any of
         its Subsidiaries unless the insurers of such claims have disclaimed
         coverage or reserved the right to disclaim coverage on such claims),
         and shall provide such other information at such time as may be
         reasonably available to enable the Banks and their counsel to evaluate
         such matters; (iii) in addition to the requirements set forth in
         clauses (i) and (ii) of this Section 5.01(j), ATel upon request shall
         promptly give notice of the status of any action, suit, proceeding,
         governmental investigation or arbitration covered by a report
         delivered to the Banks pursuant to clause (i) or (ii) above to the
         Banks and provide such other information as may be reasonably
         available to it to enable the Banks and their counsel to evaluate such
         matters and (iv) promptly upon any officer of ATel or any of its
         Subsidiaries obtaining
<PAGE>   35
                                     - 30 -

         knowledge of any material dispute in respect of or the institution of,
         or written threat of, any action, suit, proceeding, governmental
         investigation or arbitration in respect of any material contract of
         ATel or any of its Subsidiaries, ATel shall give notice thereof to the
         Banks and shall provide such other information as may be reasonably
         available to enable the Banks and their counsel to evaluate such
         matters; provided, however, that ATel shall not be obligated to
         provide any information pursuant to this Section 5.01(j) to the extent
         that to do so would, in the reasonable opinion of counsel for ATel,
         waive or otherwise cause to be inoperative an attorney-client or
         similar privilege that is reasonably expected to be asserted in such
         action, suit, proceeding, governmental investigation or arbitration.

                 (k)  To the extent reasonably requested by the Agent, as soon
         as practicable and in any event within ten days of the later of such
         request and the making of any such amendment or waiver, copies of
         amendments or waivers with respect to Indebtedness of ATel or any of
         its Subsidiaries, any Leases to which any of such Persons is a party.

                 (l)  Advance notice of any purchase or sale of the capital
         stock of either Fresno MMDS Associates or Superchannels of Las Vegas,
         Inc.

                 (m)  With reasonable promptness, such other information and
         data with respect to ATel or any of its Subsidiaries or any other
         similar entity in which ATel or any  Subsidiary has an investment, as
         from time to time may be reasonably requested by any Bank.

                 5.02.  Books, Records and Inspections.  ATel will, and will
cause each of its Subsidiaries to, keep true books of records and accounts in
which full and correct entries will be made of all their business transactions,
and will reflect in its financial statements adequate accruals and
appropriations to reserves, all in accordance with GAAP.  ATel will, and will
cause each of its Subsidiaries to, permit, upon reasonable prior notice to the
chief financial officer, controller or any other Authorized Officer of ATel,
officers and designated representatives of the Agent or any Bank to visit and
inspect any of the properties or assets of ATel and any of its Subsidiaries in
whomsoever's possession (subject to obtaining any required third party
consents, which ATel shall use its reasonable best efforts to obtain), and to
examine the books of account of ATel and any of its Subsidiaries and discuss
the affairs, finances
<PAGE>   36
                                     - 31 -

and accounts of ATel and of any of its Subsidiaries with, and be advised as to
the same by, its and their officers and independent accountants (in the
presence of such officers), all at such reasonable times and intervals and to
such reasonable extent as the Agent or any Bank may reasonably request.

                 5.03.  Maintenance of Property; Insurance.  (a)  ATel and each
Subsidiary will exercise commercially reasonable efforts to maintain or cause
to be maintained in good repair, working order and condition (subject to normal
wear and tear) all properties used in its businesses and from time to time will
make or cause to be made all appropriate repairs, renewals and replacements
thereof and will maintain and renew as necessary to operate its business in the
ordinary course all easements, rights-of-way, licenses, permits and other
clearances necessary to use and occupy such properties of ATel and each
Subsidiary, as the case may be, including without limitation all licenses,
permits and other authorizations or registrations issued by the FCC.

                 (b)  ATel and each Subsidiary will maintain or cause to be
maintained, with financially sound and reputable insurers, insurance with
respect to its properties and business against loss or damage of the kinds
customarily insured against by corporations of established reputation engaged
in the same or similar businesses and similarly situated, of such types and in
such amounts as are customarily carried under similar circumstances by such
other corporations to the extent that such types and such amounts of insurance
are available at  commercially reasonable rates.  ATel or each Subsidiary, as
applicable, will furnish to each Bank, upon reasonable request, information as
to the insurance carried.

                 5.04.  Payment of Taxes.  All material taxes, assessments and
governmental charges or levies imposed upon ATel or any of its Subsidiaries
will be paid and discharged; provided that no such tax, assessment, charge,
levy or claim shall be required to be paid to the extent that it is being
diligently contested in good faith and by appropriate proceedings.

                 5.05.  Corporate Franchises.  ATel will do, and will cause
each Subsidiary to do, or cause to be done, all things necessary to preserve
and keep in full force and effect its existence, rights and authority, except
where such failure to keep in full force and effect such rights and authority
would not have a Materially Adverse Effect.
<PAGE>   37
                                     - 32 -

                 5.06.  Compliance with Statutes, etc.  ATel will, and will
cause each Subsidiary to, comply with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the
ownership of its property (including applicable statutes, regulations, orders
and restrictions relating to environmental standards and controls) other than
non-compliance which could not reasonably be expected to have a Materially
Adverse Effect.

                 5.07.  ERISA.  ATel will furnish to each of the Banks:

                 (a)  promptly upon ATel knowing or having reason to know of
         the occurrence of any (i) Termination Event, or (ii) "prohibited
         transaction," within the meaning of Section 406 of ERISA or Section
         4975 of the Code, in connection with any Pension Plan or any trust
         created thereunder, which in the case of all such events described in
         clause (i) or (ii) results or could reasonably be expected to result
         in a liability of ATel or its ERISA Affiliates in the aggregate in
         excess of $100,000, a written notice specifying the nature thereof,
         what action ATel or its ERISA Affiliates have taken, are taking or
         propose to take with respect thereto, and, when known, any action
         taken or threatened by the Internal Revenue Service, Department of
         Labor, PBGC or Multiemployer Plan sponsor with respect thereto.

                 (b)  with reasonable promptness copies of (i) all notices
         received by ATel or any of its ERISA Affiliates of PBGC's intent to
         terminate any Title IV Plan or to have a trustee appointed to
         administer any Title IV Plan, the notice of which event is required
         pursuant to the preceding paragraph (a); (ii) upon the request of the
         Agent each Schedule B (Actuarial Information) to the annual report
         (Form 5500 Series) filed by ATel or any of its ERISA Affiliates with
         the Internal Revenue Service with respect to each Pension Plan; (iii)
         upon the request of the Agent, the most recent actuarial valuation
         report for each Title IV Plan; and (iv) all notices received by ATel
         or any of its ERISA Affiliates from a Multiemployer Plan sponsor
         concerning the imposition or amount of withdrawal liability pursuant
         to Section 4202 of ERISA, the notice of which event is required
         pursuant to the preceding paragraph (a).

                 5.08.  Performance of Obligations.  ATel will, and will cause
each of its Subsidiaries to, perform in all material
<PAGE>   38
                                     - 33 -

respects all of its obligations under the terms of each mortgage, indenture,
security agreement, other debt instrument and material contract by which it is
bound or to which it is a party, except where such nonperformance would not
have a Materially Adverse Effect.

                 5.09.  End of Fiscal Years; Fiscal Quarters.  ATel will, for
financial reporting purposes, and will cause each of its Subsidiaries to, have
its (i) fiscal years end on December 31, and (ii) fiscal quarters end on or
about March 31, June 30, September 30 and December 31.

                 5.10.  Use of Proceeds.  All proceeds of the Loans shall be
used as provided in Section 4.05.

                 5.11.  Security Interests.  ATel and its Subsidiaries shall
perform any and all acts and execute any and all documents (including, without
limitation, the execution, amendment or supplementation of any financing
statement and continuation statement) for filing in any appropriate
jurisdiction under the provisions of the UCC, local law or any statute, rule or
regulation of any applicable jurisdiction which are necessary in order to
maintain or confirm in favor of the Collateral Agent for the ratable benefit of
the Banks a valid and perfected Lien on the Collateral (including all assets of
ATel acquired after the Effective Date which would have constituted Collateral
as of the Effective Date), subject to no Liens except for any  Prior Lien
relating to such Collateral or other Liens which are expressly permitted under
the applicable Security Document.  ATel shall, as promptly as practicable after
the filing of any financing statements referred to below, deliver to the
Collateral Agent acknowledgment copies of, or copies of lien search reports
confirming the filing of, financing statements duly filed under the UCC of all
jurisdictions as may be necessary or, in the reasonable opinion of the
Collateral Agent, desirable to perfect the Lien created, or purported or
intended to be created, by the Security Documents.

                 5.12.  Environmental Events.   (i)  ATel will promptly give
notice to the Agent upon becoming aware (a) of any violation of any
Environmental Law, (b) of any inquiry, proceeding, investigation or other
action, including a request for information or a notice of potential
environmental liability from any federal, state or local environmental agency,
or (c) of the discovery of the release of any Hazardous Material at, on, under
or from any of its properties or any facility or equipment in excess of
reportable or allowable standards or levels under any Environmental Law, or in
a manner and/or
<PAGE>   39
                                     - 34 -

amount which could reasonably be expected to result in liability under any
Environmental Law, in each case which would have a Materially Adverse Effect.

         (ii)  In the event of the presence of any Hazardous Material on any of
         its properties which is in violation of, or which could reasonably be
         expected to result in liability under, any Environmental Law, in each
         case which would have a Materially Adverse Effect, ATel or any of its
         Subsidiaries, upon discovery thereof, shall take all necessary steps
         to initiate and expeditiously complete all remedial, corrective and
         other action to mitigate and eliminate any such adverse effect, and
         shall keep the Agent informed of their actions and the results.

                 5.13.  Equal Security for Loans and Notes; No Further Negative
Pledges.  (a)  If ATel shall create or assume any Lien upon any of its property
or assets, whether now owned or hereafter acquired and whether or not such
property or assets constitutes Collateral, other than Prior Liens relating to
such Collateral or other Liens which are expressly permitted under the
applicable Security Document, (unless prior written consent to the creation or
assumption thereof shall have been obtained from the Agent and the Required
Banks), it shall make or cause to be made effective provisions whereby the
Obligations will be secured by such Lien equally and ratably with any and all
other  Indebtedness thereby secured as long as any such Indebtedness shall be
secured; provided that this covenant shall not be construed as consent by the
Agent and the Required Banks to any violation by ATel of the provisions of
Section 6.03.

                 (b)  Except with respect to prohibitions against other
encumbrances on specific property encumbered to secure payment of particular
Indebtedness permitted hereunder (which Indebtedness relates solely to the
acquisition or improvement of such specific property), ATel shall not enter
into any agreement prohibiting the creation or assumption of any Lien upon its
properties or assets, whether now owned or hereafter acquired.

                 5.14.  Pledge of Additional Collateral.  Subject to Section
5.13(b), promptly, and in any event within 30 days after the acquisition of
assets of the type that would have constituted Collateral (if the person
acquiring such assets had executed an appropriate Security Document on the
Effective Date) at the Effective Date (the "Additional Collateral"), ATel will
take all necessary action, including delivering to the Agent an amended Annex
4.21(a) to this Credit Agreement and
<PAGE>   40
                                     - 35 -

amended schedules to the Security Agreements, and the filing of appropriate
financing statements under the provisions of the UCC, applicable foreign,
domestic or local laws, rules or regulations in each of the offices where such
filing is necessary or appropriate to grant to the Collateral Agent a perfected
Lien in such Collateral pursuant to and to the full extent required by the
Security Agreements and this Agreement.  All actions taken by the parties in
connection with the pledge of Additional Collateral, including, without
limitation, costs of counsel for the Agent, shall be for the account of ATel,
which shall pay all sums due on demand.

                 5.15.  Channel Lessor Consents.  The Credit Parties shall use
commercially reasonable efforts to (i) on or before September 1, 1997 obtain
Channel Lessor Consents with respect to its rights under non-assignable channel
leases in the markets set forth on Column A on Annex 5.15 and deliver to the
Agent an opinion of Gurman, Blask & Freedman or other counsel reasonably
acceptable to the Agent, substantially in the form of Exhibit K with respect to
the markets on Column B on Annex 5.15 and (ii) on or before December 1, 1997
(a) transfer all licenses relating to Systems held by any Credit Party that
conducts business in the markets set forth on Column B on Annex 5.15 to a
separate Subsidiary, which shall hold no other Collateral and (b) deliver to
the Agent an opinion of Gurman,  Blask & Freedman, or other FCC counsel
reasonably acceptable to the Agent, substantially in the form of Exhibit K with
respect to the markets on Column A on Annex 5.15.  All Channel Lessor Consents
shall be satisfactory to the Agent in form and substance.

                 5.16.  Tower Registration.  ATel shall file on a timely basis
all information, reports or applications required to register with the FCC any
towers that it owns on which are located any reception facilities owned by any
entity.

                 5.17.  Pledge of Las Vegas.  At the Agent's request, ATel will
take all necessary action to deliver to the Agent a first priority perfected
security interest in the capital stock owned by ATel and its Subsidiaries of
SuperChannels of Las Vegas, Inc., including, at the request of the Agent, a
first priority perfected security interest in all of the capital stock of a
newly formed subsidiary, which shall own all the capital stock of Superchannels
of Las Vegas, Inc. owned by ATel and its subsidiaries.

                 5.18.  Debt Warrant Exercise.  Upon the exercise of any of the
Debt Warrants in accordance with their terms and to
<PAGE>   41
                                     - 36 -

the extent permitted by ATel's contractual obligations, the holders of such
Debt Warrants shall be deemed a Bank hereunder and to own a Loan and a Loan
Commitment in a principal amount equal to the amount of Debt Warrants exercised
and ATel shall issue to such holder a Note in accordance with Section 1.05.

                 SECTION 6.  Negative Covenants.  ATel hereby covenants and
agrees that as of the Effective Date and thereafter for so long as this
Agreement is in effect and until the Commitments have terminated and the Loans
together with interest, fees and all other Obligations incurred hereunder are
paid in full:

                 6.01.  Changes in Business.  ATel will not, and will not
permit any of its Subsidiaries to, materially alter the character of its
businesses from that conducted by ATel or such Subsidiary at the Effective
Date.

                 6.02.  Amendments or Waivers of Certain Documents.  ATel will
not, and will not permit any of its Subsidiaries to, amend or otherwise change
the terms of any Indebtedness in a manner adverse to the Banks without the
prior written consent of the Required Banks.

                 6.03.  Liens.  ATel will not, and will not permit any
Subsidiary to, create, incur, assume or suffer to exist any Lien upon or with
respect to any item constituting Collateral except for the Lien of the Security
Documents relating thereto, the Prior Liens applicable thereto and other Liens
expressly permitted by such Security Documents.  ATel will not, and will not
permit any of its Subsidiaries to, create, incur, assume or suffer to exist any
Lien upon or with respect to any property or assets of ATel or such Subsidiary
which does not constitute Collateral, whether now owned or hereafter acquired,
or sell any such property or assets subject to an understanding or agreement,
contingent or otherwise, to repurchase such property or assets or assign any
right to receive income, or file or permit the filing of any financing
statement under the UCC or any other similar notice of Lien under any similar
recording or notice statute, except the following (collectively referred to as
"Permitted Encumbrances"):

                 (a)  Liens upon real or tangible personal property acquired by
ATel or its Subsidiaries after the date hereof; provided that (i) any such Lien
is created solely for the purpose of securing Indebtedness representing, or
incurred to finance, the cost of the item of property subject thereto, (ii) the
principal amount of the Indebtedness does not exceed
<PAGE>   42
                                     - 37 -

100%, of the fair value (as determined in good faith by the board of directors
of ATel) of the respective property at the time it was so acquired, (iii) such
Lien does not extend to or cover any other property other than such item of
property (and any renewal thereof, accession thereto or proceeds from the sale
thereof) and (iv) the incurrence of such Indebtedness secured by such Lien is
permitted by Section 6.04;

                 (b)  Liens of warehousemen, mechanics, materialmen, workers,
repairmen, common carriers, landlords and other similar Liens arising by
operation of law or otherwise, not waived in connection herewith, for amounts
that are not yet due and payable or which are being diligently contested in
good faith by ATel by appropriate proceedings;

                 (c)  Attachment or judgment Liens individually or in the
aggregate not in excess of $25,000 (exclusive of (i) any amounts that are duly
bonded to the reasonable satisfaction of the Agent or (ii) any amount
adequately covered by insurance as to which the insurance company has not
disclaimed or disputed in writing its obligations for coverage);

                 (d)  Liens for taxes, assessments or other governmental
charges not yet due and payable or which are being diligently contested in good
faith by ATel by appropriate proceedings;

                 (e)  Deposits or pledges to secure obligations under workmen's
compensation, social security or similar laws, or under unemployment insurance;

                 (f)  Deposits or pledges to secure bids, tenders, contracts
(other than contracts for the payment of money), leases, statutory obligations,
surety and appeal bonds and other obligations of like nature arising in the
ordinary course of business;

                 (g)  Easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount and which do not materially detract
from the value of the property subject thereto or materially interfere with the
ordinary conduct of the business of ATel or any Subsidiary;

                 (h)  Liens previously existing on property acquired hereafter
(other than Collateral) and assumed by ATel or any of its Subsidiaries in
connection with such acquisition;
<PAGE>   43
                                     - 38 -

                 (i)  Liens arising from precautionary UCC-1 financing
statement filings regarding operating leases entered into in the ordinary
course of business;

                 (j)  Liens created by leases or subleases granted to third
Persons by ATel or any of its Subsidiaries not interfering in any material
respect with the business of ATel or any such Subsidiary; and

                 (k)  Extensions and renewals of the foregoing permitted Liens;
provided that the aggregate amount of such extended or renewed Liens is not
increased and such extended or renewed Liens are on terms and conditions no
more restrictive than the terms and conditions of the Liens being extended or
renewed.

                 6.04.  Indebtedness.  ATel will not, and will not permit any
of its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

                 (a)  Indebtedness incurred pursuant to the Credit Documents;
provided that the aggregate Indebtedness incurred pursuant to this Agreement
shall in no event exceed the Total Loan Commitments;

                 (b)  $500,000 of Indebtedness, including Indebtedness incurred
to finance the cost of the acquisition of real or personal tangible property
(including Capital Leases); provided that such Indebtedness shall not exceed
100% of the fair value of such property; and provided, further, that such
Indebtedness is not secured by any Lien other than a Lien referred to in clause
(a) of Section 6.03;

                 (c)  Contingent Obligations permitted under Section 6.11;

                 (d)  Existing Indebtedness;

                 (e)  Indebtedness of a Wholly Owned Subsidiary of ATel to
ATel; provided that such Indebtedness is held by ATel and the note evidencing
such Indebtedness is pledged to the Collateral Agent;

                 (f)  up to $750,000 of Indebtedness of Fresno MMDS Associates
to ATel; provided that such Indebtedness is held by ATel and the note
evidencing such Indebtedness is pledged to the Collateral Agent; and
<PAGE>   44
                                     - 39 -

                 (g)  up to 250,000 of Indebtedness of American Telecasting of
Seattle, Inc. to ATel; provided that the proceeds of such Indebtedness are used
to purchase equipment, such Indebtedness is held by ATel and the note
evidencing such Indebtedness is pledged to the Collateral Agent.

                 6.05.  Advances, Investments and Loans.  ATel will not, and
will not permit any of its Subsidiaries to, lend money or credit or make
advances to any Person, or purchase or acquire any stock, obligations or
securities of, or any other interest in, or make any capital contribution to
any Person, except:

                 (a)  investments in Cash and Cash Equivalents;

                 (b)  receivables owing to them and advances to customers and
suppliers, in each case if created, acquired or made in the ordinary course of
business and payable or dischargeable in accordance with customary trade terms;

                 (c)  to a Credit Party, in the ordinary course of business
consistent with past practice;

                 (d)  investments (including debt obligations) received in
connection with the bankruptcy or reorganization of suppliers and customers and
in settlement of delinquent obligations of, and other disputes with, customers
and suppliers arising in the ordinary course of business;

                 (e)  investments up to $1,300,000 in Superchannels of Las
Vegas, Inc.; provided that the proceeds of such investment is used to pay
accounts payable incurred in connection with the purchase of equipment;

                 (f)  general payroll loans and advances to Fresno MMDS
Associates and Superchannels of Las Vegas, Inc.  made in the ordinary course of
business consistent with past practices; provided that such loans and advances
do not exceed, with respect to Fresno MMDS Associates, the amount specified in
Section 6.04(f) together with any Indebtedness incurred pursuant to Section
6.04(f), and, with respect to Superchannels of Las Vegas, Inc., the amount
specified in Section 6.05(e) together with any investments made pursuant to
Section 6.05(c);

                 (g)  investments and loans made pursuant to Section 6.04(f) 
and (g); and
<PAGE>   45
                                     - 40 -


                 (h)  additional loans, advances and/or investments of a nature
not contemplated by the foregoing clauses (a) through (d); provided that all
loans, advances and investments made pursuant to this clause (g) shall not
exceed $50,000 in the aggregate at any time outstanding; and provided, further,
that all Securities or other instruments evidencing such loans, investments or
advances shall be pledged pursuant to an appropriate Security Document in the
event that such Securities or other instruments shall have been acquired for
aggregate consideration in excess of $25,000.

                 6.06.  Prepayments of Indebtedness, etc.  ATel will not:  (a)
after the issuance thereof, amend or modify (or permit the amendment or
modification of) any of the terms or provisions, to the extent any such
amendment or modification would be adverse to the issuer thereof or to the
interests of the Banks, of any of the Indebtedness (or any agreement relating
thereto) of the type described in Section 6.04(b) or (d); (b) make (or give any
notice in respect of) any voluntary or optional payment or prepayment or
redemption or acquisition for value of (including, without limitation, by way
of depositing with any trustee with respect thereto money or securities before
such Indebtedness is due for the purpose of paying such Indebtedness when due)
or exchange of any such Indebtedness; and/or (c) amend, modify or change any of
its respective organizational documents, or any agreement entered into by ATel
with respect to its capital stock, or enter into any new agreement with respect
to capital stock of ATel the result of which is reasonably likely to be adverse
to the interest of the Banks.

                 6.07.  Dividends, etc.  ATel will not, and will not permit any
of its Subsidiaries to, declare or pay any dividends or return any capital to,
its stockholders or authorize or make any other distribution, payment or
delivery of property or cash to its stockholders as such, or redeem, retire,
purchase or otherwise acquire, directly or indirectly, for any consideration,
any shares of any class of its capital stock now or hereafter outstanding (or
any warrants for or options or stock appreciation rights in respect of any of
such shares), or make any loans or advances to Affiliates of ATel, or set aside
any funds for any of the foregoing purposes, or permit any of its Subsidiaries
to purchase or otherwise acquire for consideration any shares of any class of
the capital stock of ATel or any other Subsidiary, as the case may be, now or
hereafter outstanding (or any options or warrants or stock appreciation rights
issued by such Person with respect to its capital stock) (all of the foregoing,
"Dividends"), except that (i) any Subsidiary of ATel may pay Dividends to ATel
and (ii) any Subsidi-
<PAGE>   46
                                     - 41 -

ary of ATel may pay to ATel any amounts required for the payment of any taxes
payable (x) by ATel or (y) by ATel and/or its Subsidiaries on a consolidated,
combined or unitary basis; provided that, with respect to both (i) and (ii)
above, no Default or Event of Default exists at the time of and after giving
effect to any such payment.

                 6.08.  Transactions with Affiliates.  ATel will not, and will
not permit any Subsidiary to, enter into any transaction or series of
transactions, whether or not in the ordinary course of business, with any
Affiliate of ATel other than on terms and conditions substantially as favorable
to ATel or such Subsidiary as would be obtainable by ATel or such Subsidiary at
the time in a comparable arm's-length transaction with an Affiliate; provided
that the foregoing restrictions shall not  apply to transactions between ATel
and any of its Wholly-Owned Subsidiaries.

                 6.09.  Issuance of Subsidiary Stock.  ATel will not permit any
of its Subsidiaries directly or indirectly to issue, sell, assign, pledge or
otherwise encumber or dispose of any shares of its capital stock or other
securities (or warrants, rights or options to acquire capital stock or
convertible securities or other equity securities) of such Subsidiary other
than to ATel or a Wholly Owned Subsidiary of ATel.

                 6.10.  Disposition of Assets.  ATel will not, and will not
permit any of its Subsidiaries to, sell, lease, assign, transfer or otherwise
dispose of all or any part of its interest in any asset other than (i)
Inventory in the ordinary course of business, (ii) excess, obsolete or worn-out
property disposed of in the ordinary course of business, (iii) commercially
reasonable dispositions of assets; provided however, that (x)(a) such
dispositions are for fair market value, (b) at least 80% of the consideration
for such dispositions is in the form of Cash or Cash Equivalent and is used to
pay down the Loans, and (c) the consideration for such disposition that is not
in the form of Cash or Cash Equivalent is pledged to the Collateral Agent, or
(y)(a) such dispositions are Systems for fair market value and are not in
excess of 50,000 number of line of site homes in any single transaction and
300,000 number of line of site homes in the aggregate, (b) the consideration
for such dispositions that is in the form of Cash or Cash Equivalents is used
to pay down the loans, and (c) the consideration for such dispositions that is
not in the form of Cash or Cash Equivalents is pledged to the Collateral Agent,
or (z)(a) the consideration received is assets of equal or greater value than
the greater of the fair market value or
<PAGE>   47
                                     - 42 -

the liquidation value of the assets disposed, (b) the Collateral Agent consents
to such asset disposition, which consent will not be unreasonably withheld, and
(c) the value of the Collateral as a whole has not adversely been affected,
(iv) the disposition of assets listed on Annex 6.10; provided however, that
with respect to the dispositions listed under column A thereof, the
consideration for such disposition is used to pay down the Loans and pays the
Obligations in full, and (v) other dispositions of assets that do not
constitute Collateral; provided, however, that (a) such other dispositions are
for fair market value, (b) at least 75% of the consideration for such other
dispositions is in the form of Cash or Cash Equivalents and (c) such
consideration is either (1) reinvested in the business of ATel or its
Subsidiaries or (2) used to pay down  the Loans.  To the extent any asset sale
permitted by this Section 6.10 shall include Collateral, such asset shall be
released upon satisfaction of the applicable conditions of this Section 6.10
and the applicable General Security Agreement.

                 6.11.  Contingent Obligations.  ATel will not, and will not
permit any of its Subsidiaries to, directly or indirectly, create or become or
be liable with respect to any Contingent Obligation except:

                 (i)      guarantees resulting from endorsement of negotiable
         instruments for collection in the ordinary course of business;

                 (ii)     damage bonds currently existing or required to
         proceed with new construction incurred in the ordinary course of
         business; and

                 (iii)    other Contingent Obligations not to exceed $25,000
         outstanding at any one time.

                 6.12.  ERISA.  ATel will not, and will not permit any of its
ERISA Affiliates to:

                 (i)      engage in any transaction in connection with which
         ATel or any of its ERISA Affiliates could be subject to either a tax
         imposed by Section 4975(a) of the Code or the corresponding civil
         penalty assessed pursuant to Section 502(i) of ERISA, which penalties
         and taxes for all such transactions could reasonably be expected to be
         in an aggregate amount in excess of $100,000;

                 (ii)     permit to exist any accumulated funding deficiency,
         for which a waiver has not been obtained from the
<PAGE>   48
                                     - 43 -

         Internal Revenue Service, with respect to any Pension Plan;

                 (iii)    permit to exist any failure to make contributions or
         any unfunded benefits liability which creates, or with the passage of
         time would create, a statutory lien or requirement to provide security
         under ERISA or the Code in favor of the PBGC or any Pension Plan,
         Multiemployer Plan or other entity;

                 (iv)     permit the sum of the amount of unfunded benefit
         liabilities (determined in accordance with Statement of Financial
         Accounting Standards No. 35) under all Title IV  Plans (excluding each
         Title IV Plan with an amount of unfunded benefit liabilities of zero
         or less) to exceed $100,000 for a period in excess of twelve months;
         or

                 (v)      fail to make any payment to any Multiemployer Plan
         that it or any of its ERISA Affiliates may be required to make under
         such Multiemployer Plan, any agreement relating to such Multiemployer
         Plan, or any law pertaining thereto.

                 (vi)     As used in this Section 6.12, the term "accumulated
         funding deficiency" has the meaning specified in Section 302 of ERISA
         and Section 412 of the Code, and the term "amount of unfunded benefit
         liabilities" has the meaning specified in Section 4001(a)(18) of
         ERISA.

                 6.13.  Sale or Discount of Receivables.  ATel will not, nor
will it permit any of its Subsidiaries to, sell, with or without recourse, or
discount (other than in connection with trade discounts in the ordinary course
of business consistent with past practice) or otherwise sell for less than the
face value thereof, notes or accounts receivable.

                 6.14.  Additional System Agreements.  No Credit Party shall
enter into any System Agreement after the Closing Date unless such System
Agreement shall be assignable by its terms as Pledged Collateral pursuant to
the General Security Agreements; provided that this Section 6.14 shall not
apply to System Agreements which are unassignable in their entirety pursuant to
the Communications Act of 1934, as amended, and the rules and regulations
promulgated thereunder.
<PAGE>   49
                                     - 44 -

                 SECTION 7.  Events of Default.  Upon the occurrence and during
the continuance of any of the following specified events (each an "Event of
Default"):

                 7.01.  Payments.  ATel shall (i) default in the payment when
due of any principal of the Loans, (ii) default, and such default shall
continue for two or more Business Days, in the payment when due of any interest
on the Loans or under any other Credit Document or (iii) fail to pay any other
amounts owing hereunder for five days after receiving notice thereof; or

                 7.02.  Representations, etc.  Any written representation,
warranty or statement made or deemed made by ATel herein or in any other Credit
Document or in any statement or  certificate delivered or required to be
delivered pursuant hereto or thereto shall prove to be untrue in any material
respect on the date as of which made or deemed made; or

                 7.03.  Covenants.  ATel shall (a) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 5.13, 5.14 or 5.15 or Section 6 hereof or (b) default in the due
performance or observance by it of any other term, covenant or agreement
contained in this Agreement or any Security Agreement (other than those
referred to in Section 7.01, 7.02 or clause (a) of this Section 7.03) and such
default shall continue unremedied for a period of at least thirty days after
ATel has actual knowledge of such default; or

                 7.04.  Default Under Other Agreements.  (a) ATel shall (i)
default in any payment with respect to any Indebtedness (other than
Obligations) having a principal amount in excess of $25,000 individually or
$50,000 in the aggregate, for ATel and its Subsidiaries, beyond the period of
grace, if any, provided in the instrument or agreement under which such
Indebtedness was created, (ii) default in the observance or performance of any
agreement or condition relating to any such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause any such Indebtedness to become due prior to its stated maturity or (iii)
any other event shall occur or condition exist, the effect of which default or
other event or condition is to cause, or to permit any other party to any such
agreement to cause, the termination of
<PAGE>   50
                                     - 45 -

such agreement or the imposition of a monetary penalty in excess of $25,000
or a material limitation on ATel's rights under such agreement; or (b) any
Indebtedness of ATel or any of its Subsidiaries shall be declared to be due and
payable, or required to be prepaid other than by a regularly scheduled required
prepayment (but not including any prepayment required by reason of sale of
assets, excess cash flow, change of control or other customary mandatory
prepayment events), prior to the stated maturity thereof.

                 7.05.  Bankruptcy, etc.  ATel or any of its Subsidiaries shall
commence a voluntary case concerning itself under Title 11 of the United States
Code entitled "Bankruptcy," as now or hereafter in effect, or any successor
thereto (the  "Bankruptcy Code"); or an involuntary case is commenced against
ATel or any of its Subsidiaries and the petition is not controverted within 10
days, or is not dismissed within 60 days, after commencement of the case; or a
custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge
of, all or substantially all of the property of ATel or any of its
Subsidiaries; or ATel or any of its Subsidiaries commences any other proceeding
under any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to ATel or any of its Subsidiaries;
or there is commenced against ATel or any of its Subsidiaries any such
proceeding which remains undismissed for a period of 60 days; or ATel or any of
its Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief
or other order approving any such case or proceeding is entered; or ATel or any
of its Subsidiaries suffers any appointment of any custodian or the like for it
or any substantial part of its property to continue undischarged or unstayed
for a period of 60 days; or ATel or any of its Subsidiaries makes a general
assignment for the benefit of creditors; or any corporate action is taken by
ATel or any of its Subsidiaries for the purpose of effecting any of the
foregoing; or

                 7.06.  ERISA.  (i)  Any "reportable event" as described in
Section 4043 of ERISA or the regulations thereunder (excluding those events for
which the requirement for notice has been waived by the PBGC) which could
reasonably be expected to result in the termination of any Title IV Plan shall
have occurred or a condition described in Section 4042 of ERISA shall exist by
reason of which the PBGC would be entitled to cause the termination of a Title
IV Plan or to obtain the appointment by the appropriate United States District
Court of a trustee to administer or liquidate any Title IV Plan; or
<PAGE>   51
                                     - 46 -

                 (ii)     A trustee shall be appointed by a United States
District Court to administer any Title IV Plan; or

                (iii)     The PBGC shall institute proceedings to terminate any
Title IV Plan or to appoint a trustee to administer any Title IV Plan; or

                 (iv)     ATel or any of its ERISA Affiliates shall become
liable to the PBGC or any other party under Section 4062, 4063 or 4064 of ERISA
with respect to any Title IV Plan; or

                  (v)     ATel or any of its ERISA Affiliates shall become
liable to any Multiemployer Plan under Section 4201 et seq. of ERISA;

if the sum of each of ATel's and its ERISA Affiliates' various liabilities
(such liabilities to include, without limitation, any liability to the PBGC or
to any other party under Section 4062, 4063 or 4064 of ERISA with respect to
any Title IV Plan, or to any Multiemployer Plan under Section 4201 et seq. of
ERISA, and to be calculated after giving effect to the tax consequences
thereof) as a result of such events listed in subclauses (i) through (v) above
exceeds $500,000 and is unpaid for a period of 45 days; or

                 7.07.  Security Documents.  The Security Documents shall cease
to be in full force and effect in all material respects, or shall cease to give
the Collateral Agent the Liens, rights, powers and privileges purported to be
created thereby, in favor of the Collateral Agent, superior to and prior to the
rights of all third Persons other than Prior Liens subject to such Collateral
and subject to no other Liens except for Liens which are expressly permitted
under the applicable Security Document; or

                 7.08.  Guarantees.  The Guarantees (prior to their termination
in accordance with the terms thereof) or any provisions thereof shall cease to
be in full force or effect in all material respects, or any Guarantor
thereunder or Person acting by or on behalf of such Guarantor shall deny or
disaffirm such Guarantor's obligations under such Guarantee or any Guarantor
shall default in the due performance or observance of any term, covenant or
agreement for the payment of money on its part to be performed or observed
pursuant to any Guarantee; or

                 7.09.  Judgments.  One or more judgments or decrees shall be
entered against ATel or any of its Subsidiaries involving a liability of
$25,000 or more in the case of any one
<PAGE>   52
                                     - 47 -

such judgment or decree and $50,000 or more in the aggregate for all such
judgments and decrees for ATel and its Subsidiaries (in either case in excess
of the amount covered by insurance as to which the insurance company has
acknowledged coverage) and any such judgments or decrees shall not have been
vacated, discharged, stayed or bonded pending appeal within 30 days from the
entry thereof; or

                 7.10.  Ownership.  (i) any "person" or "group" (as such terms
are used in Sections 13(d) and 14(d) of the Exchange  Act) is or becomes the
"beneficial owner" (as such term is used in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a person shall be deemed to have beneficial ownership
of all shares that such person has a right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of 30% or more of the capital stock or voting power of ATel; (ii)
individuals who constituted the Board of Directors of ATel on the Effective
Date (together with any new directors whose proposal for election by the
shareholders of ATel was approved by a vote of 51% of the directors of ATel
then still in office who either were directors on the Effective Date or whose
election or nomination for election was previously so approved) shall cease for
any reason to constitute a majority of the members of the Board of Directors of
ATel still in office; (iii) any "person" or "group" (as defined in clause (i)
above) shall have the right to designate or ability to appoint or nominate a
majority of the members of the Board of Directors of ATel; (iv) ATel conveys,
transfers or leases all or substantially all of its assets to any Person other
than a wholly owned Subsidiary of ATel; or (v) the approval by stockholders of
ATel of any plan or proposal for the liquidation, dissolution or winding up of
ATel;

then, and in any such event, and at any time thereafter, if any Event of
Default shall then be continuing, the Agent shall, upon the written request of
the Required Banks, by written notice to ATel, take any or all of the following
actions, without prejudice to the rights of the Agent or any Bank to enforce
its claims against ATel, except as otherwise specifically provided for in this
Agreement (provided that, if an Event of Default specified in Section 7.05
shall occur, with respect to ATel, the result which would occur upon the giving
of written notice by the Agent as specified in clauses (i) and (ii) below shall
occur automatically without the giving of any such notice):  (i) declare the
Total Loan Commitments terminated, whereupon the Commitment of each Bank shall
forthwith terminate immediately and any accrued and unpaid Commitment
Commission shall forthwith become due and payable without any other notice of
<PAGE>   53
                                    - 48 -

any kind; (ii) declare the principal of and accrued interest in respect of all
Loans and all Obligations owing hereunder and thereunder to be, whereupon the
same shall become, forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by ATel;
and/or (iii) enforce, as Collateral Agent (or direct the Collateral Agent to
enforce), any or all of the remedies created pursuant to the Security
Documents.  If an Event of Default is cured or waived in accordance with the
terms of this Agreement,  it ceases (and, if waived, pursuant to the terms, and
to the extent, of such waiver).

                 SECTION 8.  Definitions.  As used herein, the following terms
shall have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

                 "Additional Collateral" has the meaning provided in Section 
5.15.

                 "Affiliate" means, with respect to any Person, any other
Person directly or indirectly controlling (including but not limited to all
directors and executive officers of such Person), controlled by, or under
direct or indirect common control with such Person; provided that neither
Indosuez nor any Affiliate of Indosuez shall be deemed to be an Affiliate of
ATel.  A Person shall be deemed to control a corporation for the purposes of
this definition if such Person possesses, directly or indirectly, the power (i)
to vote 10% or more of the securities having ordinary voting power for the
election of directors of such corporation or (ii) to direct or cause the
direction of the management and policies of such corporation, whether through
the ownership of voting securities, by contract or otherwise.

                 "Agent" means Indosuez, or any successor thereto appointed in
accordance herewith, in its capacity as agent and collateral agent for the
Banks.

                 "Agent's Office" means the office of the Agent located at 1211
Avenue of the Americas, New York, New York 10036, or such other office in New
York as the Agent may hereafter designate in writing as such to the other
parties hereto.

                 "Asset Sale" means the sale, transfer or other disposition, to
the extent consummated after the Effective Date, by ATel or any Subsidiary of
ATel to any Person other than ATel or
<PAGE>   54
                                     - 49 -

any Wholly-Owned Subsidiary of ATel of any asset of ATel or such Subsidiary
(other than sales, transfers or other business dispositions of Inventory in the
ordinary course of business and/or of excess, obsolete or worn-out property
disposed of in the ordinary course of business and/or sales, transfers or
dispositions in compliance with Section 6.10(iii)(z)).

                 "ATel" means American Telecasting, Inc., a Delaware 
corporation.

                 "Authorized Officer" means any senior officer of ATel,
designated as such in writing to the Agent by ATel, to the extent acceptable to
the Agent.

                 "Bank" has the meaning provided in the first paragraph of this
Agreement in Section 10.04 and any other party that becomes a Bank pursuant to
Section 5.18.

                 "Bankruptcy Code" has the meaning provided in Section 7.05.

                 "Board of Directors" of any Person means the board of
directors or similar entity of such Person.

                 "Bond Appreciation Rights" means the Bond Appreciation Rights
Certificate relating to the Senior Discount Notes 2004 dated the date hereof
and executed by ATel.

                 "Borrower" means ATel.

                 "Borrowing" means the incurrence pursuant to a Notice of
Borrowing and to the Loan Facility of a Loan by ATel from all of the Banks on a
pro rata basis on a given date.

                 "BTA" means "basic trading area," as defined by the FCC.

                 "BTA Licenses" means BTA licenses issued by the FCC for
wireless cable channel authorizations in BTAs.

                 "Business Day" means any day excluding Saturday, Sunday and
any day which shall be in the City of New York a legal holiday or a day on
which banking institutions are authorized by law or other governmental actions
to close.

                 "Capital Lease" of any Person means any Lease of any property
(whether real, personal or mixed) by that Person as lessee which, in conformity
with GAAP, is, or is required to
<PAGE>   55
                                     - 50 -

be, accounted for as a capital lease on the balance sheet of that Person,
together with any renewals of such leases (or entry into new leases) on
substantially similar terms.

                 "Capitalized Lease Obligations" of any Person means all
obligations under Capital Leases of such Person or any of  its Subsidiaries in
each case taken at the amount thereof accounted for as liabilities in
accordance with GAAP.

                 "Cash" means money, currency or a credit balance in a Deposit
Account.

                 "Cash Equivalents" means (i) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than three years from the date of acquisition, (ii) marketable direct
obligations issued by any State of the United States of America or any local
government or other political subdivision thereof rated (at the time of
acquisition of such security) at least AA by Standard & Poor's Corporation
("S&P") or the equivalent thereof by Moody's Investors Service, Inc.
("Moody's") having maturities of not more than one year from the date of
acquisition, (iii) U.S. dollar denominated time deposits, certificates of
deposit and bankers' acceptances of (x) any Bank, (y) any domestic commercial
bank of recognized standing having capital and surplus in excess of
$500,000,000 or (z) any bank whose short-term commercial paper rating (at the
time of acquisition of such security) by S&P is at least A-1 or the equivalent
thereof or by Moody's is at least P-1 or the equivalent thereof (any such bank,
an "Approved Bank"), in each case with maturities of not more than six months
from the date of acquisition, (iv) commercial paper and variable or fixed rate
notes issued by any Bank or Approved Bank or by the parent company of any Bank
or Approved Bank and commercial paper and variable rate notes issued by, or
guaranteed by, any industrial or financial company with a short-term commercial
paper rating (at the time of acquisition of such security) of at least A-1 or
the equivalent thereof by S&P or at least P-1 or the equivalent thereof by
Moody's, or guaranteed by any industrial company with a long-term unsecured
debt rating (at the time of acquisition of such security) of at least AA or the
equivalent thereof by S&P or the equivalent thereof by Moody's and in each case
maturing within one year after the date of acquisition and (v) repurchase
agreements with any Bank or any primary dealer maturing within one year from
the date of acquisition that are fully collateralized by investment instruments
that would oth-
<PAGE>   56
                                     - 51 -

erwise be Cash Equivalents; provided that the terms of such repurchase
agreements comply with the guidelines set forth in the Federal Financial
Institutions Examination Council Supervisory Policy -- Repurchase Agreements of
Depository Institutions With Securities Dealers and Others, as adopted by the
Comptroller of the Currency on October 31, 1985.

                 "Change of Control" has the meaning assigned to that term in
Section 7.10.

                 "Channel Lessor Consent" means a Channel Lessor Consent
substantially in the form of Exhibit J hereto.

                 "Closing Date" means the date of initial funding of the Loans.

                 "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

                 "Collateral" means all of the Pledged Collateral and Pledged
Securities.

                 "Collateral Agent" means Indosuez in its capacity as
collateral agent for the Banks.

                 "Commitment" means, with respect to each Bank, such Bank's
Loan Commitment.

                 "Common Stock" means the common stock, $.01 par value, of
ATel.

                 "Compliance Certificate" means a certificate issued pursuant
to Section 5.01(f) signed by a chief financial officer, controller, chief
accounting officer or other Authorized Officer of ATel.

                 "Confidential Information" means information delivered to a
Bank by or on behalf of ATel in connection with the transactions contemplated
by or otherwise pursuant to this Agreement that is proprietary in nature and
that was clearly marked or labeled when received by such Bank as being
confidential information, provided that such term does not include information
(i) that was publicly known or otherwise known to the Bank prior to the time of
such disclosure, (ii) that subsequently becomes publicly known through no act
or omission by the Bank or any Person acting on the Bank's behalf, (iii) that
otherwise becomes known to the Bank other than through disclo-
<PAGE>   57
                                     - 52 -

sure by ATel, or (iv) that constitutes financial statements delivered to the
Bank that are otherwise publicly available.

                 "Contingent Obligations" means, as to any Person, without
duplication, any obligation of such Person guaranteeing or intended to
guarantee any Indebtedness, leases, dividends or other obligations ("primary
obligations") of any other Person (the "primary obligor") in any manner,
whether directly or indirectly, including, without limitation, any obligation
of such Person, whether or not contingent, (a) to purchase any such primary
obligation or any property constituting direct or indirect security therefor,
(b) to advance or supply funds (i) for the purchase or payment of any such
primary obligation or (ii) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (c) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation or (d)
otherwise to assure or hold harmless the owner of such primary obligation
against loss in respect thereof; provided, however, that the term Contingent
Obligation shall not include endorsements of instruments for deposit or
collection in the ordinary course of business.  The amount of any Contingent
Obligation shall be deemed to be an amount equal to the maximum amount that
such Person may be obligated to expend pursuant to the terms of such Contingent
Obligation or, if such Contingent Obligation is not so limited, the stated or
determinable amount of the primary obligation in respect of which such
Contingent Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder) as determined by such Person in good faith.

                 "Credit Agreement" means this Credit Agreement, as the same
may after its execution be amended, supplemented or otherwise modified from
time to time in accordance with the terms hereof.

                 "Credit Documents" means (i) this Credit Agreement, (ii) each
Note, (iii) the Security Documents, (iv) the Escrow Agreement, (v) the
Management Subordination Agreement and (vi) the Guarantees.

                 "Credit Party" means at all times ATel and each Subsidiary
thereof that pledges any stock, grants any Lien or issues any guarantee
pursuant to any Credit Document.
<PAGE>   58
                                     - 53 -

                 "Currency Protection Agreement" shall mean any foreign
exchange contract, currency swap agreement, or other  financial agreements or
arrangements designed to protect ATel against fluctuations in currency values.

                 "Debt Warrants" means the aggregate of 141,667 Debt Warrants
to purchase $6.00 Principal amount of Loan dated the date hereof and executed
by ATel.

                 "Default" means any event, act or condition which with notice
or lapse of time, or both, would constitute an Event of Default.

                 "Deposit Account" means a demand, time, savings, passbook or
like account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of
deposit.

                 "Dividends" has the meaning provided in Section 6.07.

                 "Dollars" means United States Dollars.

                 "Effective Date" has the meaning provided in Section 10.10.

                 "Environmental Laws" means the common law and all federal,
state and local laws or regulations, codes, orders, decrees, judgments or
injunctions issued, promulgated, approved or entered thereunder, now or
hereafter in effect, relating to pollution or protection of public or employee
health and safety or the environment, including, without limitation, laws
relating to (i) emissions, discharges, releases or threatened releases of
pollutants, contaminants, chemicals, or industrial, toxic or hazardous
constituent substances or wastes, including, without limitation, petroleum,
including crude oil or any fraction thereof, any petroleum product or any other
Hazardous Materials, into the environment (including, without limitation,
ambient air, surface water, ground water, land surface or subsurface strata),
(ii) the manufacture, processing, distribution, use, generation, treatment,
storage, disposal, transport or handling of Hazardous Materials, (iii)
underground storage tanks, and related piping, and emissions, discharges,
releases or threatened releases therefrom, and (iv) human exposure to radio
frequency (RF) radiation.

                 "Equity Warrants" means the aggregate of 141,667 Warrants to
purchase shares of Class A Common Stock dated the date hereof and executed by
ATel.
<PAGE>   59
                                     - 54 -

                 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.  Section references to ERISA are to ERISA,
as in effect at the date of this Agreement and any subsequent provisions of
ERISA, amendatory thereof, supplemental thereto or substituted therefor.

                 "ERISA Affiliate" means any entity, whether or not
incorporated, which is under common control or would be considered a single
employer with ATel within the meaning of Section 414(b), (c) or (m) of the Code
and regulations promulgated under those sections or within the meaning of
section 4001(b) of ERISA and regulations promulgated under that section.

                 "Escrow Agent" means Banque Indosuez, New York Branch.

                 "Escrow Agreement" means the Escrow Agreement dated as of the
Closing Date between ATel and the Escrow Agent, substantially in the form of
Exhibit G hereto, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms.

                 "Event of Default" has the meaning provided in Section 7.

                 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                 "Existing Indebtedness" has the meaning set forth in Section
3.01(k).

                 "FCC" means the Federal Communications Commission or any
Governmental Authority which succeeds to the duties and functions presently
performed by such Commission.

                 "Federal Funds Rate" means on any one day the weighted average
of the rate on overnight Federal funds transactions with members of the Federal
Reserve System only arranged by Federal funds brokers as published as of such
day by the Federal Reserve Bank of New York, or if not so published, the rate
then used by first class banks in extending overnight loans to other first
class banks.

                 "Final Maturity Date" means the one year anniversary of the
Closing Date.

                 "Financing Proceeds" means the Cash (other than Net Cash
Proceeds) received by ATel, directly or indirectly, from
<PAGE>   60
                                     - 55 -

any financing transaction of whatever kind or nature, including without
limitation from any incurrence of Indebtedness, any mortgage or pledge of an
asset or interest therein (including a transaction which is the substantial
equivalent of a mortgage or pledge), from the sale of tax benefits, from a
lease to a third party and a pledge of the lease payments due thereunder to
secure Indebtedness, from the formation of a joint venture arrangement, from an
exchange of assets and a sale of the assets received in such exchange, or any
other similar arrangement or technique whereby ATel obtains Cash in respect of
an asset, net of direct costs associated therewith.

                 "Fresno Note" means the note issued by Fresno MMDS Associates
in the principal amount of $8,500,000 in connection with the Amended and
Restated Revolving Credit Agreement between Fresno MMDS Associates and First
Union National Bank of North Carolina dated as of September 30, 1994.

                 "GAAP" means generally accepted accounting principles in the
United States of America as in effect on the Effective Date, it being
understood and agreed that determinations in accordance with GAAP for purposes
of Section 6, including defined terms as used therein, are subject (to the
extent provided therein) to Section 10.07(a).

                 "General Security Agreements" means and includes the General
Security Agreements executed and delivered by ATel and the Guarantors
substantially in the form of Exhibit C-1 hereto and any other general security
agreements delivered pursuant to Section 5.11 or 5.14.

                 "Governmental Authority" means any nation or government, any
state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

                 "Guarantee" means the guarantee by the Guarantors of all of
the Obligations of the Borrower hereunder, substantially in the form of Exhibit
H hereto.

                 "Guarantor" means each of the Subsidiaries of ATel other than
Superchannels of Las Vegas, Inc., Fresno MMDJ Associates, FMA License
Subsidiary, Inc., and American Telecasting of Seattle, Inc.

                 "Governmental Licenses" shall have the meaning set forth in
the General Security Agreements.
<PAGE>   61
                                     - 56 -

                 "Hazardous Materials" has the meaning provided in Section
4.20.

                 "Indebtedness" of any Person means, without duplication, (i)
all indebtedness of such Person for borrowed money, (ii) the deferred purchase
price of assets or services which in accordance with GAAP would be shown on the
liability side of the balance sheet of such Person, (iii) the face amount of
all letters of credit issued for the account of such Person and, without
duplication, all drafts drawn thereunder, (iv) all Indebtedness of a second
Person secured by any Lien on any property owned by such first Person, whether
or not such Indebtedness has been assumed by such first Person, (v) all
Capitalized Lease Obligations of such Person, (vi) all obligations of such
Person to pay a specified purchase price for goods or services whether or not
delivered or accepted, i.e., take-or-pay and similar obligations, (vii) all
obligations of such Person under Currency Protection Agreements and Interest
Rate Agreements and (viii) all Contingent Obligations of such Person; provided
that Indebtedness shall not include trade payables, accrued expenses, accrued
dividends and accrued income taxes, in each case arising in the ordinary course
of business.

                 "Indosuez" means Banque Indosuez, New York Branch.

                 "Interest Rate Agreement" means any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement,
interest rate futures contract, interest rate option contract or other similar
agreement or arrangement to which ATel is a party, designed to protect ATel or
any of its Subsidiaries against fluctuations in interest rates.

                 "Inventory" means all of the inventory of ATel including
without limitation:  (i) all raw materials, work in process, parts, components,
assemblies, supplies and materials used or consumed in ATel's business; (ii)
all goods, wares and merchandise, finished or unfinished, held for sale or
lease or leased or furnished or to be furnished under contracts of service; and
(iii) all goods returned or repossessed by ATel.

                 "ITFS" means Instructional Television Fixed Service, a class
of television service licensed by the FCC for the primary transmission of
instructional and cultural material to  receiving stations and which may also
be leased for wireless cable operations.

                 "Lease" means any lease, sublease, franchise agreement,
license, occupancy or concession agreement.
<PAGE>   62
                                     - 57 -

                 "License Agreements" means, collectively, the instruments and
agreements pursuant to which the Credit Parties have been granted the rights
and privileges (excluding FCC licenses but including any other Governmental
Licenses) to construct and operate the System indicated on Annex 4.21(a).

                 "Lien" means any mortgage, pledge, security interest,
encumbrance, lien, claim, hypothecation, assignment for security or charge of
any kind (including any agreement to give any of the foregoing, any conditional
sale or other title retention agreement or any lease in the nature thereof).

                 "Loan Commitment" means, with respect to each Bank, the amount
set forth below such Bank's name on the signature pages hereto directly below
the column entitled " Loan Commitment," as the same may be reduced from time to
time pursuant to Sections 2.02 and/or 7, and as the same may be increased in
accordance with the terms of the Debt Warrant and Section 5.18 hereof.

                 "Loan Commitment Termination Date" means the Business Day
immediately preceding the Final Maturity Date.

                 "Loan Facility" means the credit facility evidenced by the
Total Loan Commitment.

                 "Loans" has the meaning provided in Section 1.01.

                 "Management Subordination Agreement" means a Management
Subordination Agreement substantially in the form of Exhibit I hereto.

                 "Materially Adverse Effect" means, (i) with respect to ATel,
any materially adverse effect with respect to the operations, business,
properties, assets, nature of assets, liabilities (contingent or otherwise),
financial condition or prospects of ATel, taken as a whole, or (ii) any fact or
circumstance (whether or not the result thereof would be covered by insurance)
as to which singly or in the aggregate there is a reasonable likelihood of (y)
a materially adverse change described in clause (i) with respect to ATel, or
(z) the  inability of ATel to perform in any material respect its obligations
hereunder or under any of the other Credit Documents or the inability of the
Banks to enforce in any material respect their rights purported to be granted
hereunder or under any of the other Credit Documents or the Obligations
(including realizing on the Collateral).
<PAGE>   63
                                     - 58 -


                 "MDS" means Multipoint Distribution Service, an
omnidirectional, one way domestic transmission service licensed by the FCC,
rendered on microwave frequencies from a single fixed transmitter location
simultaneously to multiple receiving facilities used primarily for the
distribution of television entertainment programming.

                 "MMDS" means Multichannel Multipoint Distribution Service, an
omnidirectional, one way domestic transmission service licensed by the FCC
rendered on microwave frequencies from a single fixed transmitter location
simultaneously to multiple receiving facilities used primarily for the
distribution of television entertainment programming.

                 "Multiemployer Plan" means a "multiemployer plan" as defined
in Section 4001(a)(3) of ERISA with respect to which either ATel or its
respective ERISA Affiliates is or has been required to contribute.

                 "Net Cash Proceeds" means with respect to any Asset Sale in
excess of $50,000, the aggregate cash payments received by ATel from such Asset
Sale, net of direct expenses of sale; provided that, with respect to taxes,
expenses shall only include taxes to the extent that taxes are payable in cash
in the current year or in the next succeeding year with respect to the current
year as a result of such Asset Sale; provided that Net Cash Proceeds shall not
include any amounts or items included in the definition of Financing Proceeds
or Net Financing Proceeds.

                 "Net Financing Proceeds" means Financing Proceeds, net of
direct expenses of the transaction and net of taxes (including income taxes)
currently paid or payable in cash as a result thereof in the current year or in
the next succeeding year with respect to the current year as a result of the
transaction generating Net Financing Proceeds.

                 "Notes" has the meaning provided in Section 1.05.

                 "Notice of Borrowing" has the meaning provided in Section
1.03.

                 "Obligations" means all amounts, direct or indirect,
contingent or absolute, of every type or description, and at any time existing,
owing to the Agent or any Bank pursuant to the terms of this Agreement or any
other Credit Document or secured by any Security Document.
<PAGE>   64
                                     - 59 -


                 "Officers' Certificate" means, as applied to any corporation,
a certificate executed on behalf of such corporation by its Chairman of the
Board (if an officer) or its President or one of its Vice Presidents and by its
Chief Financial Officer or its Treasurer or any Assistant Treasurer; provided
that every Officers' Certificate with respect to compliance with a condition
precedent to the making of any Loan hereunder shall include (i) a statement
that the officers making or giving such Officers' Certificate have read such
condition and any definitions or other provisions contained in this Agreement
relating thereto, (ii) a statement that, in the opinion of the signers, they
have made or have caused to be made such examination or investigation as is
necessary to enable them to express an informed opinion as to whether or not
such condition has been complied with, and (iii) a statement as to whether, in
the opinion of the signers, such condition has been complied with.

                 "Officers' Solvency Certificate" means the Officers' Solvency
Certificate in the form set forth as Exhibit F hereto.

                 "Option Agreement" means the Option Agreements dated as of the
date hereof and executed by ATel.

                 "PBGC" means the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

                 "Pension Plan" means any pension plan as defined in Section
3(2) of ERISA (other than a Multiemployer Plan) which is or has been maintained
by or to which contributions are or have been made by ATel or any of its ERISA
Affiliates.

                 "Permitted Encumbrances" has the meaning provided in Section
6.03.

                 "Person" means any individual, partnership, joint venture,
firm, corporation, association, trust or other  enterprise or any government or
political subdivision or any agency, department or instrumentality thereof.

                 "Pledge Agreements" means and includes the Securities Pledge
Agreements substantially in the form of Exhibit C-2 hereto executed by ATel and
the appropriate Subsidiaries of ATel, and any other securities pledge
agreements delivered pursuant to Section 5.11 or 5.14.

                 "Pledged Collateral" means all the Pledged Collateral as
defined in each of the General Security Agreements.
<PAGE>   65
                                     - 60 -


                 "Pledged Securities" means all the Pledged Collateral as
defined in each of the Pledge Agreements.

                 "Prior Liens" means Liens which pursuant to the terms of any
Security Document are permitted to be prior to the Lien of such Security
Document.

                 "Projected Financial Statements" has the meaning provided in
Section 4.10(c).

                 "Real Property" means all right, title and interest of ATel or
any of its Subsidiaries (including, without limitation, any leasehold estate)
in and to a parcel of real property owned or operated by ATel or any of its
Subsidiaries together with, in each case, all improvements and appurtenant
fixtures, equipment, personal property, easements and other property and rights
incidental to the ownership, lease or operation thereof.

                 "Registration Rights Agreement" means the Registration Rights
Agreement dated as of the date hereof and executed by ATel and the holders
thereof.

                 "Regulation D" means Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing reserve requirements.

                 "Regulation G" means Regulation G of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing margin requirements.

                 "Regulation T" means Regulation T of the Board of Governors of
the Federal Reserve System as from time to time in  effect and any successor to
all or a portion thereof establishing margin requirements.

                 "Regulation U" means Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing margin requirements.

                 "Regulation X" means Regulation X of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing margin requirements.
<PAGE>   66
                                     - 61 -

                 "Required Banks" means at any time Banks holding at least 51%
of the Total Loan Commitments held by Banks; provided that for the purposes of
Section 3, the requirement that any document, agreement, certificate or other
writing is to be satisfactory to the Required Banks shall be satisfied if (x)
such document, agreement, certificate or other writing was delivered in its
final form to the Banks prior to the Effective Date (or if amended or modified
thereafter, the Agent has reasonably determined such amendment or modification
not to be material), (y) such document, agreement, certificate or other writing
is satisfactory to the Agent and (z) Banks holding more than 33-1/3% of the
Total Loan Commitments held by Banks have not objected in writing to such
document, agreement, certificate or other writing to the Agent prior to the
Effective Date.

                 "SEC" means the Securities and Exchange Commission or any
successor thereto.

                 "SEC Regulation D" means Regulation D as promulgated under the
Securities Act, as the same may be in effect from time to time.

                 "Secured Parties" has the meaning specified in the Security
Documents.

                 "Securities" means any stock, shares, voting trust
certificates, bonds, debentures, options, warrants, notes, or other evidences
of indebtedness, secured or unsecured, convertible, subordinated or otherwise,
or in general any instruments commonly known as "securities" or any
certificates of interest, shares or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to,
purchase or acquire, any of the foregoing.

                 "Security Documents" means each of the Pledge Agreements, the
General Security Agreements and any other documents utilized to pledge as
Collateral for the Obligations or any property or assets of ATel of whatever
kind or nature.

                 "State and Local Real Property Disclosure Requirements" means
any state or local laws requiring notification of the buyer of real property,
or notification, registration, or filing to or with any state or local agency,
prior to the sale of any Real Property or transfer of control of an entity, of
the actual or threatened presence or release into the environment, or the use,
disposal, or handling of Hazardous Materials on, at, under, or near the real
property to be sold or the entity for which control is to be transferred.
<PAGE>   67
                                     - 62 -

                 "Subsidiary" of any Person means and includes (i) any
corporation 50% or more of whose stock of any class or classes having by the
terms thereof ordinary voting power to elect a majority of the directors of
such corporation (irrespective of whether or not at the time stock of any class
or classes of such corporation shall have or might have voting power by reason
of the happening of any contingency) is at the time owned by such Person
directly or indirectly through Subsidiaries and (ii) any partnership,
association, joint venture or other entity in which such Person directly or
indirectly through Subsidiaries has a 50% or more equity interest at the time.

                 "System" means, collectively, the MMDS, MDS, ITFS and other
similar television distribution and reception systems (including any non-video
service provided over such facilities) constructed and operated, or to be
constructed and operated, by the Credit Parties to provide a wireless cable
service pursuant to the System Agreements and all rights incident or
appurtenant to such System Agreements.

                 "System Agreements" means, collectively, all material
instruments, leases, licenses, permits and agreements of the Credit Parties,
now existing or hereafter acquired or obtained, relative to the construction
and operation of the System.

                 "Taxes" has the meaning provided in Section 2.04.

                 "Termination Event" means (i) a "reportable event" described
in Section 4043 of ERISA or in the regulations thereunder (excluding events for
which the requirement for notice of such reportable event has been waived by
the PBGC) with respect to a Title IV Plan, or (ii) the withdrawal of ATel or
any of  its ERISA Affiliates from a Title IV Plan during a plan year in which
it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or
(iii) the filing of a notice of intent to terminate a Title IV Plan or the
treatment of a Title IV Plan amendment as a termination under Section 4041 of
ERISA, or (iv) the institution of proceedings by the PBGC to terminate a Title
IV Plan or to appoint a trustee to administer a Title IV Plan, or (v) any other
event or condition which might constitute reasonable grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer,
any Title IV Plan, or (vi) the complete or partial withdrawal (within the
meaning of Sections 4203 and 4205, respectively, of ERISA) of ATel or any of
its ERISA Affiliates from a Multiemployer Plan, or (vii) the insolvency or
reorganization (within the meaning of Sections 4245 and 4241, respectively, of
ERISA) or termination of any Multiemployer Plan, or
<PAGE>   68
                                     - 63 -

(viii) the failure to make any payment or contribution to any Pension Plan or
Multiemployer Plan or the making of any amendment to any Pension Plan which
could result in the imposition of a lien or the posting of a bond or other
security.

                 "Title Company" means such title insurance company or abstract
company as shall be designated by the Agent.

                 "Title IV Plan" means any plan (other than a Multiemployer
Plan) described in Section 4021(a) of ERISA, and not excluded under Section
4021(b) of ERISA, which is or has been maintained by, or to which contributions
are or have been made by, ATel or any of its ERISA Affiliates.

                 "Total Loan Commitments" means the sum of the Loan Commitments
of each of the Banks, which shall not exceed $17,000,000, unless permitted by
ATel's then outstanding contractual obligations.

                 "UCC" means the Uniform Commercial Code as in effect in the
State of New York.

                 "Unutilized Commitment" for any Bank at any time means the
unutilized Loan Commitment of such Bank.

                 "Voting Stock" means, with respect to any Person, capital
stock entitled to vote in the election of directors or equivalent persons of
such Person.

                 "Wholly Owned Subsidiary" of any Person means any Subsidiary
of such Person to the extent all of the capital  stock or other ownership
interests in such Subsidiary, other than directors' or nominees' qualifying
shares, is owned directly or indirectly by such Person.

                 "Written" or "in writing" means any form of written
communication or a communication by means of telex, telecopier device,
telegraph or cable.

                 SECTION 9.  The Agent.

                 9.01.  Appointment.  Each Bank hereby irrevocably designates
and appoints Indosuez as Agent (such term to include the Agent acting as
Collateral Agent or in any other representative capacity under any other Credit
Document) of such Bank to act as specified herein and in the other Credit
Documents and each such Bank hereby irrevocably authorizes the Agent to take
such action on its behalf under the provisions of this
<PAGE>   69
                                     - 64 -

Credit Agreement and the other Credit Documents and to exercise such powers and
perform such duties as are expressly delegated to the Agent by the terms of
this Credit Agreement and the other Credit Documents, together with such other
powers as are reasonably incidental thereto.  The Agent agrees to act as such
upon the express conditions contained in this Section 9.  Notwithstanding any
provision to the contrary elsewhere in this Credit Agreement, the Agent shall
not have any duties or responsibilities, except those expressly set forth
herein or in the other Credit Documents, or any fiduciary relationship with any
Bank, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Credit Agreement or
otherwise exist against the Agent.  The provisions of this Section 9 are solely
for the benefit of the Agent and the Banks, and ATel shall not have any rights
as a third party beneficiary of any of the provisions hereof.  In performing
its functions and duties under this Credit Agreement, the Agent shall act
solely as agent of the Banks and does not assume and shall not be deemed to
have assumed any obligation or relationship of agency or trust with or for
ATel.

                 9.02.  Delegation of Duties.  The Agent may execute any of its
duties under this Credit Agreement or any other Credit Document by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.  The Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care except to the extent otherwise required by
Section 9.03.

                 9.03.  Exculpatory Provisions.  Neither the Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Credit Agreement (except for
its or such Person's own gross negligence or willful misconduct) or (ii)
responsible in any manner to any of the Banks for any recitals, statements,
representations or warranties by ATel, any Subsidiary of ATel or any of their
respective officers contained in this Credit Agreement, any other Document or
in any certificate, report, statement or other document referred to or provided
for in, or received by the Agent under or in connection with, this Credit
Agreement or any other Document or for any failure of ATel or any Subsidiary of
ATel or any of their respective officers to perform its obligations hereunder
or thereunder.  The Agent shall not be under any obligation to any Bank to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions
<PAGE>   70
                                     - 65 -

of, this Credit Agreement, or to inspect the properties, books or records of
ATel or any Subsidiary of ATel.  The Agent shall not be responsible to any Bank
for the effectiveness, genuineness, validity, enforceability, collectibility or
sufficiency of this Credit Agreement or any Credit Document or for any
representations, warranties, recitals or statements made herein or therein or
made in any written or oral statement or in any financial or other statements,
instruments, reports, certificates or any other documents in connection
herewith or therewith furnished or made by the Agent to the Banks or by or on
behalf of ATel to the Agent or any Bank or be required to ascertain or inquire
as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained herein or therein or as to the
use of the proceeds of the Loans or of the existence or possible existence of
any Default or Event of Default.

                 9.04.  Reliance by the Agent.  The Agent shall be entitled to
rely, and shall be fully protected in relying, upon any note, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other
document or conversation believed by it to be genuine and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to ATel), independent
accountants and other experts selected by the Agent.  The Agent shall be fully
justified in failing or refusing to take any action under this Credit Agreement
or any other Credit Document unless it shall first receive  such advice or
concurrence of the Required Banks as it deems appropriate or it shall first be
indemnified to its satisfaction by the Banks against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action.  The Agent shall in all cases be fully protected in acting, or
in refraining from acting, under this Credit Agreement and the other Credit
Documents in accordance with a request of the Required Banks (or to the extent
specifically provided in Section 10.12, all the Banks), and such request and
any action taken or failure to act pursuant thereto shall be binding upon all
the Banks.

                 9.05.  Notice of Default.  The Agent shall not be deemed to
have knowledge of the occurrence of any Default or Event of Default, other than
a default in the payment of principal or interest on the Loans hereunder unless
it has received notice from a Bank or ATel referring to this Credit Agreement,
describing such Default or Event of Default and stating that such notice is a
"notice of default".  In the event that the
<PAGE>   71
                                     - 66 -

Agent receives such a notice, the Agent shall give prompt notice thereof to the
Banks.  The Agent shall take such action with respect to such Default or Event
of Default as shall be reasonably directed by the Required Banks; provided
that, unless and until the Agent shall have received such directions, the Agent
may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Default or Event of Default as it shall deem
advisable in the best interests of the Banks.

                 9.06.  Non-Reliance on Agent and Other Banks.  Each Bank
expressly acknowledges that neither the Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates have made any
representations or warranties to it and that no act by the Agent hereinafter
taken, including any review of the affairs of ATel or any Subsidiary of ATel,
shall be deemed to constitute any representation or warranty by the Agent to
any Bank.  Each Bank represents to the Agent that it has, independently and
without reliance upon the Agent or any other Bank, and based on such documents
and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, assets, operations, property, financial and
other conditions, prospects and creditworthiness of ATel and its Subsidiaries
and made its own decision to make its Loans hereunder and enter into this
Credit Agreement and the other agreements contemplated hereby.  Each Bank also
represents that it will, independently and without reliance upon the Agent or
any other Bank, and based on such documents and  information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Credit Agreement, and
to make such investigation as it deems necessary to inform itself as to the
business, assets, operations, property, financial and other conditions,
prospects and creditworthiness of ATel and its Subsidiaries.  Except for
notices, reports and other documents expressly required to be furnished to the
Banks by the Agent hereunder, the Agent shall not have any duty or
responsibility to provide any Bank with any credit or other information
concerning the business, operations, assets, property, financial and other
conditions, prospects or creditworthiness of ATel or any of its Subsidiaries
which may come into the possession of the Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates.

                 9.07.  Indemnification.  The Banks agree to indemnify the
Agent in its capacity as such or in any other representative capacity under any
other Credit Document ratably according to their aggregate Commitments, from
and against any and all
<PAGE>   72
                                     - 67 -

liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, reasonable expenses or disbursements of any kind whatsoever which
may at any time (including, without limitation, at any time following the
payment of the Obligations) be imposed on, incurred by or asserted against the
Agent in its capacity as such in any way relating to or arising out of this
Credit Agreement or any other Credit Document, or any documents contemplated by
or referred to herein or the transactions contemplated hereby or any action
taken or omitted to be taken by the Agent under or in connection with any of
the foregoing, but only to the extent that any of the foregoing is not paid by
ATel or any of its Subsidiaries; provided that no Bank shall be liable to the
Agent for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from the Agent's gross negligence or willful misconduct.  If
any indemnity furnished to the Agent for any purpose shall, in the opinion of
the Agent, be insufficient or become impaired, the Agent may call for
additional indemnity and cease, or not commence, to do the acts indemnified
against until such additional indemnity is furnished.  The agreements in this
Section 9.07 shall survive the payment of all Obligations.

                 9.08.  The Agent in Its Individual Capacity.  The Agent and
its Affiliates may make loans to, accept deposits from and generally engage in
any kind of business with ATel,  its Subsidiaries and other Affiliates of ATel
as though the Agent were not the Agent hereunder.  With respect to the Loans
made by it and all Obligations owing to it, the Agent shall have the same
rights and powers under this Credit Agreement as any Bank and may exercise the
same as though it were not the Agent, and the terms "Bank" and "Banks" shall
include the Agent in its individual capacity.

                 9.09.  Successor Agent.  Upon the acceptance of any
appointment as Agent hereunder by a successor Agent, the term "Agent" shall
include such successor agent effective upon its appointment, and the resigning
Agent's rights, powers and duties as Agent shall be terminated, without any
other or further act or deed on the part of such former Agent or any of the
parties to this Credit Agreement.  After the retiring Agent's resignation
hereunder as Agent, the provisions of this Section 9 shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was Agent under
this Credit Agreement.
<PAGE>   73
                                     - 68 -

                 9.10.  Resignation by Agent.  (A)  The Agent may resign from
the performance of all its functions and duties hereunder at any time by giving
15 Business Days' prior written notice to ATel and the Banks.  Such resignation
shall take effect upon the acceptance by a successor Agent of appointment
pursuant to subsections B and C below or as otherwise provided below.

                 (B)  Upon any such notice of resignation of the Agent, the
Required Banks shall appoint a successor Agent acceptable to ATel and which
shall be an incorporated bank or trust company or other qualified financial
institution with operations in the United States and total assets of at least
$1 billion.

                 (C)  If a successor Agent shall not have been so appointed
within said 15 Business Day period, the resigning Agent with the consent of
ATel shall then appoint a successor Agent (which shall be an incorporated bank
or trust company or other qualified financial institution with operations in
the United States and total assets of at least $1 billion) who shall serve as
Agent until such time, if any, as the Required Banks appoint a successor Agent
as provided above.

                 (D)  If no successor Agent has been appointed pursuant to
subsection B or C by the 20th Business Day after the date such notice of
resignation was given by the resigning Agent, such Agent's resignation shall
become effective and the  Required Banks shall thereafter perform all the
duties of Agent hereunder until such time, if any, as the Required Banks
appoint a successor Agent as provided above.

                 SECTION 10.  Miscellaneous.

                 10.01.  Payment of Expenses, etc.  ATel agrees to:  (i)
whether or not the transactions herein contemplated are consummated, pay all
out-of-pocket costs and expenses of the Agent (including, without limitation,
the reasonable fees and disbursements of Cahill Gordon & Reindel and
communications legal counsel) in connection with the negotiation, preparation,
execution and delivery of the Credit Documents and the documents and
instruments referred to therein and any amendment, waiver or consent relating
thereto and of the Agent, and, following the occurrence of a Default, each of
the Banks in connection with any amendment, waiver or consent relating to the
Credit Documents and with the enforcement of the Credit Documents and the
documents and instruments referred to therein (including, without limitation,
the reasonable fees and dis-
<PAGE>   74
                                     - 69 -

bursements of counsel for the Agent, and, following the occurrence of a
Default, each of the Banks) with prior notice to ATel of the engagement of any
counsel and the fees and expenses of any appraisers or any consultants or other
advisors engaged with prior notice to ATel of any such engagement with respect
to environmental or other matters; (ii) pay and hold each of the Banks harmless
from and against any and all present and future stamp and other similar taxes
with respect to the foregoing matters and save each of the Banks harmless from
and against any and all liabilities with respect to or resulting from any delay
or omission (other than to the extent attributable to such Bank) to pay such
taxes; and (iii) indemnify each Bank, its officers, directors, employees,
representatives and agents from and hold each of them harmless against any and
all losses, liabilities, claims, damages or expenses (including, without
limitation, any and all losses, liabilities, claims, damages or expenses
arising under Environmental Laws) incurred by any of them as a result of, or
arising out of, or in any way related to, or by reason of, any investigation,
litigation or other proceeding (whether or not any Bank is a party thereto)
related to the entering into and/or performance of any Document or the use of
the proceeds of any Loans hereunder or the consummation of any other
transactions contemplated in any Credit Document, including, without
limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such investigation, litigation or other proceeding (but
excluding any such losses, liabilities, claims, damages or expenses  to the
extent incurred by reason of the gross negligence or willful misconduct of the
Person to be indemnified).

                 10.02.  Right of Setoff.  In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence and during the continuance
of an Event of Default, each Bank is hereby authorized at any time or from time
to time, without presentment, demand, protest or other notice of any kind to
ATel or to any other Person, any such notice being hereby expressly waived, to
set off and to appropriate and apply any and all deposits (general or special)
and any other Indebtedness at any time held or owing by such Bank (including,
without limitation, by branches and agencies of such Bank wherever located) to
or for the credit or the account of ATel against and on account of the
Obligations and liabilities of ATel to such Bank under this Credit Agreement or
under any of the other Credit Documents, including, without limitation, all
interests in Obligations of ATel purchased by such Bank pursuant to Section
10.06(b), and all other claims of any nature or description arising out of or
connected with this Credit Agree-
<PAGE>   75
                                     - 70 -

ment or any other Credit Document, irrespective of whether or not such Bank
shall have made any demand hereunder and although said Obligations, liabilities
or claims, or any of them, shall be contingent or unmatured.

                 10.03.  Notices.  Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in
writing (including telegraphic, telex, telecopier or cable communication) and
mailed, telegraphed, telexed, telecopied, cabled or delivered, if to ATel, to
American Telecasting, Inc., 5575 Tech Center Drive, Suite 300, Colorado
Springs, CO 80919, Attention:  President, with a copy to:  Skadden, Arps,
Slate, Meagher & Flom LLP, 919 Third Avenue, New York, New York 10022,
Attention:  Randall Doud, Esq. and McDermott, Will & Emery, 1850 K Street,
N.W., Suite 450, Washington, D.C. 20006-2296, Attention:  Robert Jensen, Esq.;
if to any Bank, at its address specified for such Bank on Annex II hereto; or,
at such other address as shall be designated by any party in a written notice
to the other parties hereto.  All such notices and communications shall, when
mailed, telegraphed, telexed, telecopied, or cabled or sent by overnight
courier, be effective two days after being deposited in the mails, when
delivered to the telegraph company, cable company or overnight courier, as the
case may be, or when sent by telex or telecopier, except that notices and
communications to the Agent shall not be effective until received by the Agent.

                 10.04.  Benefit of Credit Agreement.  (a)  This Credit
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto, all future holders of the Notes, and their respective
successors and assigns; provided (A) that ATel may not assign or transfer any
of its interests hereunder without the prior written consent of the Banks; and
(B)  that the rights of each Bank to transfer, assign or grant participations
in its rights and/or obligations hereunder shall be limited as set forth below
in this Section 10.04; provided that nothing in this Section 10.04 shall
prevent or prohibit any Bank from (i) pledging its Loans hereunder to a Federal
Reserve Bank in support of borrowings made by such Bank from such Federal
Reserve Bank and (ii) granting participations in or assignments of such Bank's
Loans, Notes and/or Commitments hereunder to (x) its parent company and/or (y)
any Affiliate of such Bank that is at least 50% owned by such Bank or its
parent company and/or (z) an entity managed by one of the persons specified in
clauses (x) or (y) above.

                 (b)  Each Bank shall have the right to transfer, assign or
grant participations in all or any part of its remain-
<PAGE>   76
                                     - 71 -

ing Loans, Notes and/or Commitments hereunder on the basis set forth below in
this clause (b).  Each Bank may furnish any information concerning ATel in the
possession of such Bank from time to time to assignees and participants
(including prospective assignees and participants).

                 (A)  Assignments.  Each Bank, with the written consent of the
         Agent, which shall not be unreasonably withheld, which shall be
         evidenced on the notice in the form of Exhibit D-1 hereto, may assign
         pursuant to an Assignment Agreement substantially in the form of
         Exhibit D-2 hereto all or a portion of its Loans, Notes and/or
         Commitments hereunder pursuant to this clause (b)(A) to (x) one or
         more Banks or (y) one or more accredited investors (as defined in SEC
         Regulation D).  Any assignment pursuant to this clause (b)(A) will
         become effective five Business Days after the Agent's receipt of (i) a
         written notice in the form of Exhibit D- 1 hereto from the assigning
         Bank and the assignee Bank and (ii) a processing and recordation fee
         of $2,000 from the assigning Bank in connection with the Agent's
         recording of such sale, assignment, transfer or negotiation; provided
         that such fee shall only be payable if the assignment is between a
         Bank and a party that is not a Bank prior to the assignment.  ATel
         shall issue new Notes to the assignee in conformity with Section 1.05
         and the assignor shall return the old Notes to ATel.  Upon  the
         effectiveness of any assignment in accordance with this clause (b)(A),
         the assignee will become a "Bank" for all purposes of this Credit
         Agreement and the other Credit Documents and, to the extent of such
         assignment, the assigning Bank shall be relieved of its obligations
         hereunder with respect to the Commitments being assigned.  The Agent
         shall maintain at its address specified in Annex II hereto a copy of
         each Assignment Agreement delivered to and accepted by it and a
         register in which it shall record the names and addresses of the Banks
         and the Commitment of, and principal amount of the Loans owing to,
         each Bank from time to time (the "Register").  The entries in the
         Register shall be conclusive and binding for all purposes, absent
         demonstrable error, and ATel, the Agent and the Banks may treat each
         Person whose name is recorded in the Register as a Bank hereunder for
         all purposes of this Credit Agreement.  The Register shall be
         available for inspection by ATel, the Agent or any Bank at any
         reasonable time and from time to time upon reasonable prior notice.

                 (B)  Participations.  Each Bank may transfer, grant or assign
         participations in all or any part of such Bank's
<PAGE>   77
                                     - 72 -

         Loans, Notes and/or Commitments hereunder pursuant to this clause
         (b)(B) to any Person; provided that (i) such Bank shall remain a
         "Bank" for all purposes of this Credit Agreement and the transferee of
         such participation shall not constitute a Bank hereunder and (ii) no
         participant under any such participation shall have rights to approve
         any amendment to or waiver of this Credit Agreement or any other
         Credit Document except to the extent such amendment or waiver would
         (x) change the scheduled final maturity date of any of the Loans,
         Notes or Commitments in which such participant is participating or (y)
         reduce the principal amount, interest rate or fees applicable to any
         of the Loans, Notes or Commitments in which such participant is
         participating or postpone the payment of any interest or fees or (z)
         release all or substantially all of the Collateral.  In the case of
         any such participation, the participant shall not have any rights
         under this Credit Agreement or any of the other Credit Documents (the
         participant's rights against the granting Bank in respect of such
         participation to be those set forth in the agreement with such Bank
         creating such participation) and all amounts payable by ATel hereunder
         shall be determined as if such Bank had not sold such participation;
         provided  that such participant shall be considered to be a "Bank" for
         purposes of Sections 10.02 and 10.06(b).

                 10.05.  No Waiver; Remedies Cumulative.  No failure or delay
on the part of the Agent or any Bank in exercising any right, power or
privilege hereunder or under any other Credit Document and no course of dealing
between ATel and the Agent or any Bank shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power, or privilege
hereunder or under any other Credit Document preclude any other or further
exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder.  The rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which the Agent or any
Bank would otherwise have.  No notice to or demand on ATel in any case shall
entitle ATel to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Agent or the Banks to
any other or further action in any circumstances without notice or demand.

                 10.06.  Payments Pro Rata.  (a)  The Agent agrees that
promptly after its receipt of each payment from or on behalf of ATel in respect
of any Obligations of ATel, it shall distribute such payment to the Banks pro
rata based upon their
<PAGE>   78
                                     - 73 -

respective shares, if any, of the Obligations with respect to which such
payment was received.

                 (b)  Each of the Banks agrees that, if it should receive any
amount hereunder (whether by voluntary payment, by realization upon security,
by the exercise of the right of setoff or banker's lien, by counterclaim or
cross action, by the enforcement of any right under the Credit Documents, or
otherwise) which is applicable to the payment of the principal of, or interest
on, the Loans, of a sum which with respect to the related sum or sums received
by other Banks is in a greater proportion than the total of such Obligations
then owed and due to such Bank bears to the total of such Obligations then owed
and due to all of the Banks immediately prior to such receipt, then such Bank
receiving such excess payment shall purchase for cash without recourse or
warranty from the other Banks an interest in the Obligations of ATel to such
Banks in such amount as shall result in a proportional participation by all of
the Banks in such amount; provided that if all or any portion of such excess
amount is thereafter recovered from such Bank, such purchase shall be rescinded
and the purchase price restored to the extent of such recovery, but without
interest.

                 10.07.  Calculations; Computations.  (a)  The financial
statements to be furnished to the Banks pursuant hereto shall be made and
prepared in accordance with GAAP consistently applied throughout the periods
involved (except as set forth in the notes thereto or as otherwise disclosed in
writing by ATel to the Banks); provided that, except as otherwise specifically
provided herein, all computations determining compliance with Section 7 and all
definitions used herein for any purpose), shall utilize accounting principles
and policies in effect at the time of the preparation of, and in conformity
with those used to prepare, the historical financial statements delivered to
the Banks pursuant to Section 3.01(I).

                 (b)  All computations of interest and fees hereunder shall be
made on the actual number of days elapsed over a year of 365 days.

                 10.08.  Governing Law; Submission to Jurisdiction; Venue.  (a)
This Credit Agreement and the rights and obligations of the parties hereunder
shall be construed and enforced in accordance with and be governed by the laws
of the State of New York applicable to contracts made and to be performed
wholly therein.  Any legal action or proceeding with respect to this Credit
Agreement or any other Credit Document may be brought in the courts of the
State of New York or of the United
<PAGE>   79
                                     - 74 -

States for the Southern District of New York, and, by execution and delivery of
this Credit Agreement, ATel hereby irrevocably accepts for itself and in
respect of its property, generally and unconditionally, the non-exclusive
jurisdiction of the aforesaid courts.  ATel further irrevocably consents to the
service of process out of any of the aforementioned courts in any such action
or proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to CT Corporation System at its address at 1633 Broadway, New
York, New York 10019, such service to become effective 30 days after such
mailing.  Nothing herein shall affect the right of the Agent or any Bank to
serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against ATel in any other jurisdiction.

                 (b)  ATel hereby irrevocably waives any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Credit Agreement or any
other Credit Document brought in the courts referred to in clause (a) above and
hereby further irrevocably waives and agrees not to plead or claim in any such
court that any such action or proceeding  brought in any such court has been
brought in an inconvenient forum.

                 10.09.  Counterparts.  This Credit Agreement may be executed
in any number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument.  A set of counterparts executed by all the parties hereto shall be
lodged with ATel and the Agent.

                 10.10.  Effectiveness.  This Credit Agreement shall become
effective on the date (the "Effective Date") on which ATel and each of the
Banks shall have signed a copy hereof (whether the same or different copies)
and shall have delivered the same to the Agent at the Agent's Office or, in the
case of the Banks, shall have given to the Agent telephonic (confirmed in
writing), written, telex or telecopy notice (actually received) at such office
that the same has been signed and mailed to it.  The Agent will give ATel and
each Bank prompt written notice of the occurrence of the Effective Date.

                 10.11.  Headings Descriptive.  The headings of the several
sections and subsections of this Credit Agreement are inserted for convenience
only and shall not in any way affect
<PAGE>   80
                                     - 75 -

the meaning or construction of any provision of this Credit Agreement.

                 10.12.  Amendment or Waiver.  Neither this Credit Agreement
nor any other Credit Document nor any terms hereof or thereof may be changed,
waived, discharged or terminated unless such change, waiver, discharge or
termination is in writing signed by the Required Banks; provided that no such
change, waiver, discharge or termination shall, without the consent of each
affected Bank and the Agent, (i) extend the scheduled final maturity date of
any Loan, or any portion thereof, or reduce the rate or extend the time of
payment of interest thereon or fees or reduce the principal amount thereof, or
increase the Commitments of any Bank over the amount thereof then in effect (it
being understood that a waiver of any Default or Event of Default or of a
mandatory reduction in the Loan Commitment shall not constitute a change in the
terms of any Commitment of any Bank), (ii) release all or substantially all of
the Collateral (except as expressly permitted by the Credit Documents), (iii)
amend, modify or waive any provision of this Section, or Sections 1.08, 2.04,
7, 9.07, 10.01, 10.02, 10.04, 10.06 or 10.07(b), (iv) reduce any percentage
specified  in, or otherwise modify, the definition of Required Banks or (v)
consent to the assignment or transfer by ATel of any of its rights and
obligations under this Credit Agreement.  No provision of Section 9 may be
amended without the consent of the Agent.

                 10.13.  Survival.  All indemnities set forth herein including,
without limitation, in Section 1.08, 2.04, 9.07 or 10.01 shall survive the
execution and delivery of this Credit Agreement and the making of the Loans,
the repayment of the Obligations and the termination of the Loan Commitments.

                 10.14.  Domicile of Loans.  Each Bank may transfer and carry
its Loans at, to or for the account of any branch office, subsidiary or
affiliate of such Bank.

                 10.15.  Waiver of Jury Trial.  Each of the parties to this
agreement hereby irrevocably waives all right to a trial by jury in any action,
proceeding or counterclaim arising out of or relating to this Credit Agreement,
the Credit Documents or the transactions contemplated hereby or thereby.

                 10.16.  Independence of Covenants.  All covenants hereunder
shall be given independent effect so that if a particular action or condition
is not permitted by any of such covenants, the fact that it would be permitted
by an exception to, or be otherwise within the limitation of, another covenant
<PAGE>   81
                                     - 76 -

shall not avoid the occurrence of a Default or an Event of Default if such
action is taken or condition exists.

                 10.17.  Confidentiality.  Except as may be required to enforce
the rights and duties established hereunder, the parties hereto shall preserve
in a confidential manner all Confidential Information received from the other
pursuant to this Credit Agreement, the Credit Documents and the transactions
contemplated hereunder and thereunder, and shall not disclose such Confidential
Information except to those person with which a confidential relationship is
maintained (including regulators, legal counsel, accountants, or designated
agents), to participants or assignees or prospective participants or assignees
who agree to be bound by the terms of this provision, or where required by law,
requested by any governmental authority or pursuant to legal process.
<PAGE>   82
                                     - 77 -

                 IN WITNESS WHEREOF, the parties hereto have caused this
indenture to be duly executed, all as of the date first written above.

                                        AMERICAN TELECASTING, INC.


                                        By: /s/ AMERICAN TELECASTING, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
<PAGE>   83



                            Credit Agreement among
                         American Telecasting, Inc.,
                 Banque Indosuez and the Banks listed herein


                                        BANQUE INDOSUEZ, NEW YORK BRANCH
                                          as Agent and Collateral Agent


                                        By: /s/ BANQUE INDOSUEZ
                                            -----------------------------------
                                            Name:
                                            Title:


                                        By: 
                                            -----------------------------------
                                            Name:
                                            Title:


                                        Loan Commitment:  $17,000,000





<PAGE>   84
                                                                         ANNEX I

                                 List of Banks

Banque Indosuez, New York Branch
<PAGE>   85
                                                                        ANNEX II

                                 Bank Addresses

Banque Indosuez, New York Branch
1211 Avenue of the Americas
New York, New York  10036
<PAGE>   86
___________________________________________

                                                                Exhibit A to the
                                                                Credit Agreement
                                  FORM OF NOTE
                           AMERICAN TELECASTING, INC.

                                                              New York, New York
U.S. $17,000,000                                              February 26, 1997


         FOR VALUE RECEIVED, AMERICAN TELECASTING, INC., a Delaware corporation
(the "Borrower"), hereby promises to pay to the order of BANQUE INDOSUEZ, NEW
YORK BRANCH (the "Bank"), in lawful money of the United States of America in
immediately available funds, at the office of Banque Indosuez, New York Branch,
located at 1211 Avenue of the Americas, Seventh Floor, New York, New York
10036-8701 or as otherwise designated pursuant to the Credit Agreement (as
defined) on the Final Maturity Date, the principal sum of SEVENTEEN MILLION
U.S. DOLLARS ($17,000,000) or, if less, the unpaid principal amount of the
Loans made by the Bank to the Borrower pursuant to the Credit Agreement.

         The Borrower also promises to pay interest on the unpaid principal
amount hereof in like money at said office from the date hereof until paid at
the rates and at the times provided in the Credit Agreement.

         This Note is one of the Notes referred to in the Credit Agreement,
dated as of February 26, 1997, among the Borrower, the Bank, the other lending
institutions party thereto, and Banque Indosuez, New York Branch, as Agent (as
amended or modified in accordance with its terms, the "Credit Agreement") and
is entitled to the benefits thereof and shall be subject to the provisions
thereof.  This Note is also entitled to the benefits of the Guarantees (as
defined in the Credit Agreement) and the Security Documents (as defined in the
Credit Agreement).  As provided in the Credit Agreement, this Note is subject
to mandatory and voluntary prepayment, in whole or in part.




___________________________________________
Footnote continued from previous page.

<PAGE>   87
___________________________________________


         In case an Event of Default (as defined in the Credit Agreement) shall
occur and be continuing, the principal of and accrued interest on this Note may
be declared to be due and payable in the manner and with the effect provided in
the Credit Agreement.

         The Borrower and the Guarantors hereby waive presentment, demand,
protest, notice of dishonor, and any and all other notices or demands of any
kind in connection with the delivery, performance, default or enforcement of
this Note.

         All borrowings evidenced by this Note and all payments and prepayments
of the principal hereof and interest hereon and the respective dates thereof
shall be endorsed by the holder hereof on the schedule attached hereto and made
a part hereof, or on a continuation thereof which shall be attached hereto and
made a part hereof, or otherwise recorded by such holder in its internal
records; provided, however, that the failure of the holder hereof to make such
a notation or any error in such a notation shall not affect the obligations of
the Borrower under this Note.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF
LAW.


                                        AMERICAN TELECASTING, INC.



                                        By: /s/ AMERICAN TELECASTING, INC.
                                            ----------------------------------
                                            Name:
                                            Title:





___________________________________________
Footnote continued from previous page.
<PAGE>   88
___________________________________________


                                  TRANSACTIONS
                                       ON
                                      NOTE



___________________________________________
Footnote continued from previous page.
<PAGE>   89
___________________________________________

<TABLE>
<CAPTION>
                                                   Amount of                 Outstanding
                                  Amount of        Principal or              Principal
                                  Loan Made        Interest Paid             Balance          Notation
Borrower         Date             This Date        This Date                 This Date        Made By
--------         ----             ---------        ---------                 ---------        -------
<S>              <C>              <C>              <C>                       <C>              <C>





</TABLE>
___________________________________________
Footnote continued from previous page.
<PAGE>   90

                                      -1-

                                                                EXHIBIT H TO THE
                                                                CREDIT AGREEMENT

                          FORM OF SUBSIDIARY GUARANTEE

         This GUARANTEE (the "Guarantee"), dated as of February 26, 1997 by the
signatories hereto, (each a "Guarantor" and collectively, the "Guarantors"), in
favor and for the benefit of BANQUE INDOSUEZ, NEW YORK BRANCH, having an office
at 1211 Avenue of the Americas, 7th Floor, New York, New York 10036, in its
capacity as agent (in such capacities and together with any successors in such
capacity, the "Agent") for the ratable benefit of the lending institutions (the
"Banks") from time to time party to the Credit Agreement (as hereinafter
defined).

                                R E C I T A L S:

         A.  Pursuant to a certain credit agreement dated as of the date hereof
(as amended, amended and restated, supplemented or otherwise modified from time
to time in accordance with the terms thereof in effect, the "Credit Agreement";
capitalized terms not defined herein have the meanings ascribed to them in the
Credit Agreement) by and among American Telecasting, Inc. (the "Borrower"), the
lending institutions identified therein (collectively, the "Banks") and Banque
Indosuez, New York branch, as Agent, the Banks have agreed to make certain
Loans to the Borrower.

         B.  It is a condition precedent to the Banks' obligations to make the
Loans under the Credit Agreement that the Guarantors shall have executed and
delivered this Guarantee and that this Guarantee shall be in full force and
effect.

         C.  This Guarantee is given by the Guarantors in favor of the Banks to
guarantee, on a joint and several basis, all of the Obligations of the Borrower
in accordance with the terms of the Credit Agreement.





______________________________________
Footnote continued from previous page.

<PAGE>   91

                                      -2-

         D.  All of the Guarantors' obligations hereunder shall be secured
pursuant to the Security Documents to which the Guarantors are a party.

         NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Guarantors hereby agree as follows:

         Guarantee.  (a)  To induce the Banks to execute and deliver the Credit
Agreement and to make the Loans upon the terms and conditions set forth in the
Credit Agreement, and in consideration thereof, each of the Guarantors, jointly
and severally, hereby unconditionally and irrevocably (i) guarantees to the
Banks and their respective successors, endorsees, transferees and assigns, the
prompt and complete payment and performance when due (whether at the Final
Maturity Date, by acceleration or otherwise) and at all times thereafter of the
Obligations of the Borrower (including amounts which would become due but for
the operation of the automatic stay under Section 362(a) of the Bankruptcy
Code, or similar provisions under the bankruptcy laws of foreign jurisdictions)
and (ii) agrees to pay any and all reasonable expenses (including reasonable
attorneys' fees and disbursements) which may be paid or incurred by the Banks,
the Agent or the Collateral Agent in enforcing any rights with respect to, or
collecting, any or all of the Obligations and/or enforcing any rights with
respect to, or collecting against, the Guarantors under this Guarantee
(collectively, the "Guaranteed Obligations").

         (b) Each of the Guarantors agrees that this Guarantee constitutes a
guarantee of payment when due and not of collection and waives any right to
require that any resort be had by the Collateral Agent, the Agent or any Bank
to any of the security held for payment of any of the Guaranteed Obligations or
to any balance of any deposit account or credit on the books of the Agent, the
Collateral Agent or any Bank in favor of the Borrower or any other Person.

         (c) No payment or payments made by the Guarantors or any other Person
or received or collected by the Banks (or the





______________________________________
Footnote continued from previous page.

<PAGE>   92

                                      -3-

Collateral Agent or Agent on behalf of the Banks) from the Guarantors or any
other Person by virtue of any action or proceeding or any set-off or
appropriation or application at any time in reduction of or in payment of the
Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise
affect the liability or obligations of the Guarantors hereunder which shall,
notwithstanding any such payment or payments other than payments made to the
Banks (or the Collateral Agent or Agent on behalf of the Banks) by the
Guarantors or payments received or collected by the Banks (or the Collateral
Agent or Agent on behalf of the Banks) from the Guarantors, remain liable for
the Guaranteed Obligations until the Guaranteed Obligations are indefeasibly
paid in full in cash or cash equivalents, subject to the provisions of Section
1(d) hereof.

         (d) Notwithstanding any other provisions of this Guarantee, the
maximum aggregate amount of Guaranteed Obligations which each of the Guarantors
agrees to guarantee pursuant to this Guarantee shall equal the lesser of (i)
the excess of the fair saleable value of the property of such Guarantor over
the total liabilities of such Guarantor (including the maximum amount
reasonably expected to become due in respect of contingent liabilities, other
than any such contingent liabilities under the Credit Agreement and the other
Credit Documents), such excess to be determined on the date of this Guarantee
or the date on which, from time to time, such enforcement or realization is
effected, whichever is higher and, (ii) the maximum aggregate amount of
Guaranteed Obligations which does not render this Guarantee, as it relates to
such Guarantor, void or voidable under applicable laws relating to fraudulent
conveyance or fraudulent transfer.  Subject to the preceding sentence, each of
the Guarantors understands, agrees and confirms that this is a guarantee of
payment when due and not of collection and that each Bank may, from time to
time, enforce this Guarantee up to the full amount of the Guaranteed
Obligations owed to such Bank without proceeding against the Borrower, against
any security for the Guaranteed Obligations, against any other guarantor or
under any other guarantee covering the Guaranteed Obligations.

         Waiver by Guarantors.  Each of the Guarantors hereby waives absolutely
and irrevocably any claim which it may have against the Borrower or any of
their respective Affiliates by





______________________________________
Footnote continued from previous page.

<PAGE>   93

                                      -4-

reason of any payment to the Agent, Collateral Agent or any Bank, or to any
other Person pursuant to or in respect of this Guarantee, including any claims
by way of subrogation, contribution, reimbursement, indemnity or otherwise
until such time as the Obligations hereunder have been paid in full.

         Consent by Guarantors.  Each of the Guarantors hereby consents and
agrees that, without the necessity of any reservation of rights against any
Guarantor and without notice to or further assent by any Guarantor, any demand
for payment of any of the Guaranteed Obligations made by the Agent, the
Collateral Agent or any Bank may be rescinded by the Banks (or the Agent or
Collateral Agent on behalf of the Banks) and any of the Guaranteed Obligations
continued, and the Guaranteed Obligations, or the liability of any other party
upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised,
waived,  surrendered or released by the Banks (or the Agent or the Collateral
Agent on behalf of the Banks); and the Credit Agreement or any other Credit
Document, or other guarantee or documents in connection therewith, or any of
them, may be amended, modified, supplemented or terminated, in whole or in
part, as the Banks (or the Agent or Collateral Agent on behalf of the Banks)
may deem advisable from time to time; and any Guarantee or right of offset or
any Collateral may be sold, exchanged, waived, surrendered or released, all
without the necessity of any reservation of rights against any Guarantor and
without notice to or further assent by any Guarantor, which will remain bound
hereunder, notwithstanding any such renewal, extension, modification,
acceleration, compromise, amendment, supplement, termination, sale, exchange,
waiver, surrender or release.  Neither the Banks nor the Agent or the
Collateral Agent shall have any obligation to protect, secure, perfect or
insure any Collateral or property at any time held as security for the
Guaranteed Obligations or this Guarantee.  When making any demand hereunder
against any Guarantor, the Agent, the Collateral Agent or the Banks may, but
shall be under no obligation to, make a similar demand on any other Borrower or
any such other guarantor, and any failure by the Agent, the Collateral Agent or
the Banks to make any such demand or to collect any payments from such other
Borrower or any such other guarantor or any release of such other Borrower or
any such other guarantor or any of the Guarantors' obligations or





______________________________________
Footnote continued from previous page.

<PAGE>   94

                                      -5-

liabilities hereunder shall not impair or affect the rights and remedies,
express or implied, or as a matter of law, of the Banks against any of the
Guarantors hereunder.  For the purposes hereof "demand" shall include the
commencement and continuance of any legal proceedings.

         Waivers; Successors and Assigns.  The Guarantors waive any and all
notice of the creation, renewal, extension or accrual of any of the Guaranteed
Obligations and notice of or proof of reliance by the Banks upon this Guarantee
or acceptance of this Guarantee, and the Guaranteed Obligations shall
conclusively be deemed to have been created, contracted or incurred in reliance
upon this Guarantee, and all dealings between any of the Guarantors and any
other guarantor or any of the Borrower, on the one hand, and the Banks, on the
other hand, shall likewise be conclusively presumed to have been had or
consummated in reliance upon this Guarantee.  Each of the Guarantors waives
diligence, presentment, protest, demand for payment and notice of default or
non-payment to or upon any guarantor, any of the Borrower or the Guarantors
with respect to the Guaranteed Obligations.  This Guarantee shall be  construed
as a continuing, absolute and unconditional Guarantee of payment without regard
to the validity, regularity or enforceability of the Credit Agreement, the
other Credit Documents, any of the Guaranteed Obligations or any guarantee
therefor or right of offset with respect thereto at any time or from time to
time held by the Banks and without regard to any defense (other than the
defense of payment), set off or counterclaim which may at any time be available
to or be asserted by any guarantor, or any of the Borrower against the Banks,
or by any other circumstance whatsoever (with or without notice to or knowledge
of the Guarantors) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Guaranteed Obligations, or any of the
Guarantors under this Guarantee, in bankruptcy or in any other instance, and
the obligations and liabilities of any of the Guarantors hereunder shall not be
conditioned or contingent upon the pursuit by the Banks or any other Person at
any time of any right or remedy against any guarantor, any of the Borrower or
against any other Person which may be or become liable or obligated in respect
of all or any part of the Guaranteed Obligations or against any collateral
security or guarantee therefor or right of offset with respect thereto.  This
Guarantee shall remain in full force and effect and be binding in accordance
with and to the extent of its terms upon





______________________________________
Footnote continued from previous page.

<PAGE>   95

                                      -6-

each of the Guarantors and the successors and assigns thereof, and shall inure
to the benefit of the Banks, and their respective successors, endorsees,
transferees and assigns (including each holder from time to time of Guaranteed
Obligations) until all of the Guaranteed Obligations and the obligations of the
Guarantors under this Guarantee shall have been satisfied by indefeasible
payment in full in cash or cash equivalents, notwithstanding that from time to
time during the term of the Credit Agreement any guarantor or any of the
Borrower may be released from all of its Guaranteed Obligations thereunder.

         Guarantee Secured.  Payment under this Guarantee is secured by
pledges, encumbrances and mortgages of Collateral pursuant to applicable
Security Documents in accordance with the Credit Agreement.  Reference is
hereby made to the Credit Agreement and the applicable Security Documents for a
description of the Collateral pledged and the right of the respective parties
to such property, to secure all the obligations of the Guarantors hereunder.

         Rights of Set-Off.  The Banks, and the Agent and Collateral Agent on
behalf of the Banks, are each hereby irrevocably authorized upon the occurrence
and during the  continuance of an Event of Default without notice to any of the
Guarantors (any such notice being expressly waived by any of the Guarantors to
the extent permitted by applicable law) to set-off and appropriate and apply
any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect or contingent or matured or
unmatured, at any time held or owing by the Banks to or for the credit or the
account of any of the Guarantors, or any part thereof, in such amounts as the
Banks, or the Agent or Collateral Agent on behalf of the Banks, may elect,
against and on account of the obligations and liabilities of any of the
Guarantors to the Banks, in any currency, whether arising hereunder or
otherwise, as the Banks, or the Agent or Collateral Agent on behalf of the
Banks, may elect, whether or not the Banks, or the Agent or Collateral Agent on
behalf of the Banks, have made any demand for payment but only to the extent
that such obligations, liabilities and claims shall have become due and payable
(whether as stated, by acceleration or otherwise).  The Banks, or the Agent or
Collateral Agent on





______________________________________
Footnote continued from previous page.

<PAGE>   96

                                      -7-

behalf of the Banks, agree to notify the Guarantors promptly of any such
set-off and the application made by the Banks, or the Agent on behalf of the
Banks; provided, that the failure to give such notice shall not affect the
validity of such set-off and application.  The rights of the Banks, or the
Agent or Collateral Agent on behalf of the Banks, under this Section 6 are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) which the Banks, or the Agent or Collateral Agent on behalf
of the Banks, may otherwise have.

         Effectiveness; Reinstatement.  This Guarantee shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Guaranteed Obligations is rescinded or must
otherwise be restored or returned by the Banks upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of any guarantor or the Borrower, or
upon or as a result of the appointment of a receiver, intervenor or conservator
of, or trustee or similar officer for, any guarantor, the Borrower, or any
substantial part of its property, or otherwise, all as though such payments had
not been made.

         Payments of Guaranteed Obligations.  Each of the Guarantors hereby
guarantees that the Guaranteed Obligations will be paid for the ratable benefit
of the Banks without set-off or counterclaim in lawful currency of the United
States of America at the office of the Collateral Agent located at  1211_Avenue
of the Americas, 7th Floor, New York, New York 10036-8701.  Each of the
Guarantors shall make any payments required hereunder upon receipt of written
notice thereof from the Agent or Collateral Agent or any Bank; provided,
however, that the failure of the Agent or Collateral Agent or any Bank to give
such notice shall not affect Guarantors' obligations hereunder.

         Default.  If (x) the Borrower has failed to pay or perform when due
its Guaranteed Obligations or (y) there is an event with respect to the
Guarantors that would require or permit the acceleration pursuant to Section
7.04 of the Credit Agreement of any outstanding Loan, or (z) the Guarantors
obligations, if any, under the Credit Agreement are accelerated, then in the
case of clause (x) all of the





______________________________________
Footnote continued from previous page.

<PAGE>   97

                                      -8-

Guaranteed Obligations with respect to the Borrower and in the case of clause
(y) or clause (z) all of the Guaranteed Obligations shall be immediately due
and payable by the Guarantors, regardless of whether in the case of clause (x)
the payment of the Guaranteed Obligations has been accelerated or in the case
of clause (y) or clause (z) the Borrower is in default with respect to the
Guaranteed Obligations.

         Representations and Warranties.  To induce the Banks to enter into the
Credit Agreement and to make Loans thereunder, the Guarantors represent and
warrant to each Bank that the following statements are true, correct and
complete on and as of the Closing Date:

         Organization and Powers.  Each of the Guarantors has been duly
incorporated and is an existing corporation in good standing under the laws of
its jurisdiction of incorporation and has the  power and authority to own its
property and assets and to transact the business in which it is engaged and
proposes to engage.  Each of the Guarantors has duly qualified and is qualified
to do business and is in good standing in all jurisdictions in which the
conduct of its business or the ownership of its properties requires such
qualification, except where the failure to be so qualified would not have a
Materially Adverse Effect.  Each of the Guarantors has all requisite power and
authority and all requisite governmental licenses, authorizations, consents and
approvals to own and carry on its business as now conducted and as contemplated
to be conducted by the Documents, other than such licenses, authorizations,
consents and approvals the failure to obtain which has not had and will not
have a Materially Adverse Effect.  Each of the Guarantors has all authority to
enter into each of the Security  Documents to which it is or is to be a party
and to carry out the transactions contemplated thereby and to execute and
deliver this Guarantee.

         No Violations.  Neither the execution, delivery or performance by any
of the Guarantors of any of the Credit Documents to which it is, or is to be, a
party, nor compliance with any of the terms and provisions thereof, nor the
consummation of any of the transactions contemplated therein, nor the grant and
perfection of the security interests pursuant to the Security Documents (a)
will contravene any provision of





______________________________________
Footnote continued from previous page.

<PAGE>   98

                                      -9-

any law, statute, rule, regulation, order, writ, injunction or decree of any
Governmental Authority, (b) will conflict or be inconsistent with or result in
any breach of, any of the terms, covenants, conditions or provisions of, or
constitute (with notice or lapse of time or both) a default under any material
contractual obligation of any of the Guarantors, or (other than as contemplated
by the Security Documents) result in the creation or imposition of (or the
obligation to create or impose), any Lien upon any of the property or assets of
the Guarantors pursuant to any material contractual obligation or (c) will
violate any provision of the organizational documents of the Guarantors.

         Approvals.  The execution, delivery and performance by any of the
Guarantors of the Credit Documents to which it is, or is to be, a party do not
and will not require any registration with, consent or waiver or approval of,
or notice to, or other action to, with or by, any Governmental Authority or
other Person except filings required for the perfection of security interests
granted pursuant to the Security Documents.  All consents and approvals from or
notices to or filings with any Governmental Authority or other Person required
to be obtained by any Guarantor have been obtained and are in full force and
effect except where failure to obtain such consents, approvals, notices, etc.
would not have a Material Adverse Effect.

         Binding Obligation.  This Guarantee constitutes the legal, valid and
binding obligation of each of the Guarantors, enforceable, jointly and
severally, against each of the Guarantors in accordance with its terms except
as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.

         Investment Company.  Each of the Guarantors is not an "investment
company" or a company "controlled" by an "investment company" (as each of such
quoted terms is defined or used in the Investment Company Act of 1940, as
amended) or subject to any foreign, federal or local statute or regulation
limiting its ability to incur indebtedness for money borrowed





______________________________________
Footnote continued from previous page.

<PAGE>   99

                                      -10-

or guarantee such indebtedness as contemplated hereby or by any other Credit
Document.

         Ratable Sharing.  The Banks by acceptance of this Guarantee agree
among themselves that with respect to all amounts received by them which are
applicable to the payment of obligations of each of the Guarantors under this
Guarantee, if the Banks, or the Agent or Collateral Agent on behalf of the
Banks, exercise their rights hereunder, including, without limitation,
acceleration of the obligations of each of the Guarantors hereunder, equitable
adjustment will be made so that, in effect, all such amounts will be shared
among the banks pro rata based on the relative outstanding Guaranteed
Obligations.

         Merger.  If any of the Guarantors shall merge into or consolidate with
another entity, or liquidate, wind up or dissolve itself in a transaction not
prohibited by the Credit Agreement, or if all of the stock of any of the
Guarantors shall be sold or otherwise disposed of in a manner not prohibited by
the Credit Agreement, such Guarantor hereby covenants and agrees, that upon any
such merger, consolidation, liquidation, or dissolution, the guarantee given in
this Guarantee and the due and punctual performance and observance of all of
the covenants and conditions of the Credit Agreement to be performed by such
Guarantor, shall be expressly assumed (in the event that any of such Guarantor
is not the surviving entity in the merger) by supplemental agreements
satisfactory in form to the Banks, or the Agent or Collateral Agent on behalf
of the Banks, by the entity or entities formed by such consolidation, or into
which such Guarantor shall have been merged, or by the entity or entities which
shall have acquired such property.  In addition, such Guarantor shall deliver
to the Banks, or the Agent or Collateral Agent on behalf of the Banks, an
Officers' Certificate and an opinion of counsel, each stating that such merger,
consolidation or transfer and such supplemental agreements comply with this
Guarantee and that all conditions precedent herein provided relating to such
transaction have been complied with.  In case of any such consolidation,
merger, sale or conveyance and upon the assumption by the successor entity or
entities, by supplemental agreements  executed and delivered to the Banks or
the Agent or Collateral Agent on behalf





______________________________________
Footnote continued from previous page.

<PAGE>   100

                                      -11-

of the Banks, and satisfactory in form to the Banks, or the Agent or Collateral
Agent on behalf of the Banks, of the guarantee given in this Guarantee and the
due and punctual performance of all of the covenants and conditions of the
Credit Agreement to be performed by such Guarantor, such successor entity or
entities shall succeed to and be substituted for such Guarantor, with the same
effect as if it or they had been named herein as a Guarantor.

         No Waiver.  No failure to exercise and no delay in exercising, on the
part of the Banks, or the Agent or Collateral Agent on behalf of the Banks, any
right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege preclude
any other or further exercise thereof, or the exercise of any other power or
right.  The rights and remedies herein provided are cumulative and not
exclusive of any rights or remedies provided by law.  In the event the Banks,
the Agent or the Collateral Agent on behalf of the Banks, shall have instituted
any proceeding to enforce any right, power or remedy under this Guarantee by
sale or otherwise, and such proceeding shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the Banks,
the Agent or the Collateral Agent on behalf of the Banks, then and in every
such case, the Guarantors, the Banks, the Agent or the Collateral Agent on
behalf of the Banks, and each Bank shall be restored to its respective former
position and rights hereunder, and all rights, remedies and powers of the
Banks, the Agent or the Collateral Agent on behalf of the Banks, shall continue
as if no such proceeding had been instituted.

         Termination.  This Guarantee shall terminate and be of no further
force and effect, upon the payment and satisfaction of the Guaranteed
Obligations.

         Notices.  All notices, demands, instructions or other communications
required or permitted to be given to or made upon any party hereto shall be
given in accordance with the provisions of the Credit Agreement and at the
address either set forth therein or as provided on the signature page hereof.

         Amendments, Waivers, etc.  No provision of this Guarantee shall be
waived, amended, terminated or supplemented





______________________________________
Footnote continued from previous page.

<PAGE>   101

                                      -12-

except by a written instrument executed by such Guarantors and the Agent or
Collateral Agent, on behalf of the Banks.

         Notice of Exercise.  Upon exercise of its rights hereunder, the Banks,
or the Agent or Collateral Agent on behalf of the Banks, as the case may be,
shall provide written notice on the date of such exercise to the Banks, or the
Collateral Agent on behalf of the Banks, as the case may be, of such exercise.

         GOVERNING LAW.  THIS GUARANTEE SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

         CONSENT TO JURISDICTION AND SERVICE PROCESS.  ALL JUDICIAL PROCEEDINGS
BROUGHT AGAINST ANY GUARANTOR WITH RESPECT TO THIS GUARANTEE MAY BE BROUGHT IN
ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK
AND BY EXECUTION AND DELIVERY OF THIS GUARANTEE EACH OF THE GUARANTORS ACCEPTS
FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH THIS GUARANTEE.  THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE TRIAL BY
JURY, AND EACH OF THE GUARANTORS HEREBY IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.
THE GUARANTORS DESIGNATE AND APPOINT AMERICAN TELECASTING INC., WITH AN ADDRESS
AT 5575 TECH CENTER DRIVE, SUITE 300, COLORADO SPRINGS, COLORADO 80919, AND
SUCH OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY THE GUARANTORS IRREVOCABLY
AGREEING IN WRITING TO SERVE, AS ITS AGENT TO RECEIVE ON ITS BEHALF, SERVICE OF
ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING
HEREBY ACKNOWLEDGED BY THE GUARANTORS TO BE EFFECTIVE AND BINDING SERVICE IN
EVERY RESPECT.  A COPY OF SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED
MAIL TO THE GUARANTORS AS PROVIDED IN SECTION 14 HEREOF.  IF ANY AGENT
APPOINTED BY THE GUARANTORS REFUSES TO ACCEPT SERVICE, THE GUARANTORS HEREBY
AGREE THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE.  NOTHING
HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS





______________________________________
Footnote continued from previous page.

<PAGE>   102

                                      -13-

IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ANY BANK TO
BRING PROCEEDINGS AGAINST ANY OF THE GUARANTORS IN THE COURTS OF ANY OTHER
JURISDICTION.

         Severability of Provisions.  Any provision of this Guarantee 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.

         Headings.  The Section headings used in this Guarantee are for
convenience of reference only and shall not affect the construction of this
Agreement.

         Future Advances.  This Guarantee shall guarantee the payment of any
amounts advanced from time to time pursuant to the Credit Agreement.

         Counterparts.  This Guarantee and any amendments, waivers, consents or
supplements may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument.





______________________________________
Footnote continued from previous page.

<PAGE>   103

                                     -14-

         IN WITNESS WHEREOF, the undersigned have caused this Guarantee to be
duly executed and delivered by its duly authorized officer on the day and year
first above written.


                                        AMERICAN TELECASTING DEVELOPMENT INC.

                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF ANCHORAGE, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:

                                        
                                        AMERICAN TELECASTING OF BEND, INC.
                                        

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        
                                        AMERICAN TELECASTING OF BILLINGS, INC.
                                        

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:





______________________________________
Footnote continued from previous page.

<PAGE>   104

                                     -15-



                                        AMERICAN TELECASTING OF BISMARK, INC.
                                        

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF CENTRAL 
                                          FLORIDA, INC.
                                        
                                        

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:

                                        
                                        AMERICAN TELECASTING OF CINCINNATI, INC.
                                        

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        AMERICAN TELECASTING OF COLORADO 
                                          SPRINGS, INC.
                                        

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF COLUMBUS, INC.
                                        

                                        By:
                                            -----------------------------------
                                        
                                        
                                        



______________________________________
Footnote continued from previous page.

<PAGE>   105

                                     -16-
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF DENVER, INC.
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF FORT COLLINS, 
                                           INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF FORT MYERS, INC.
                                        

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        AMERICAN TELECASTING OF GREEN BAY, INC.
                                        

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF HAWAII, INC.
                                        




______________________________________
Footnote continued from previous page.

<PAGE>   106

                                     -17-

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF JACKSON, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:

                                        
                                        AMERICAN TELECASTING OF JACKSONVILLE,
                                          INC.
                                        

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF LANSING, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:

                                        
                                        AMERICAN TELECASTING OF LINCOLN, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        




______________________________________
Footnote continued from previous page.

<PAGE>   107

                                     -18-


                                        AMERICAN TELECASTING OF LITTLE ROCK, 
                                          INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF LOUISVILLE, INC.
                                        
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:

                                        
                                        AMERICAN TELECASTING OF MEDFORD, INC.
                                        
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF MICHIANA, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF MINNESOTA, INC.
                                        
                                        
                                        
                                        

______________________________________
Footnote continued from previous page.


<PAGE>   108

                                     -19-



                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF MONTEREY, INC.

                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF NEBRASKA, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF NORTH DAKOTA, 
                                          INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        
                                        AMERICAN TELECASTING OF OKLAHOMA, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        




______________________________________
Footnote continued from previous page.

<PAGE>   109

                                     -20-



                                        
                                        AMERICAN TELECASTING OF PORTLAND, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        
                                        AMERICAN TELECASTING OF RAPID CITY INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF REDDING, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF ROCKFORD, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF SALEM/EUGENE, 
                                          INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                        
                                        



______________________________________
Footnote continued from previous page.

<PAGE>   110

                                     -21-

                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF SANTA BARBARA,
                                          INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF SANTA ROSA, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF SARASOTA, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF SHERIDAN, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF SIOUX VALLEY, 
                                          INC.
                                        
                                        



______________________________________
Footnote continued from previous page.

<PAGE>   111

                                     -22-

                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF SOUTH DAKOTA, 
                                          INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF TOLEDO, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        
                                        AMERICAN TELECASTING OF YOUNGSTOWN, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF YUBA CITY, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        



______________________________________
Footnote continued from previous page.

<PAGE>   112

                                      -23-


                                        FRESNO WIRELESS CABLE TELEVISION, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        




______________________________________
Footnote continued from previous page.

<PAGE>   113

______________________________________


                                                         EXHIBIT I______________
                                                         TO THE CREDIT AGREEMENT

                       MANAGEMENT SUBORDINATION AGREEMENT

         THIS MANAGEMENT SUBORDINATION AGREEMENT, dated as of February 26,
1997, is by and between American Telecasting, Inc., (the "Subordinated
Creditor"), and BANQUE INDOSUEZ, NEW YORK BRANCH, as Agent ("Banque").

         WHEREAS, the Subordinated Creditor, Banque, and the banks listed on
Annex I thereto (the "Banks") have entered into a Credit Agreement dated as of
even date herewith (such Credit Agreement, together with any supplements,
restatements, modifications and amendments, is hereinafter referred to as the
"Credit Agreement") pursuant to which the Subordinated Creditor has incurred
certain monetary obligations to the Banks (the "Senior Debt");

         WHEREAS, the Subordinated Creditor has entered into management
agreements with each of its Subsidiaries (each such management agreement, an
"Operating Agreement" and collectively, the "Operating Agreements") pursuant to
which, among other things, the Subordinated Creditor will provide management
services to such Subsidiaries in return for management fees and reimbursement
for costs and expenses as required by each of their respective Operating
Agreements; and

         WHEREAS, it is a condition under the terms of the Credit Agreement
that all payments pursuant to each Operating Agreement be subordinated to the
Senior Debt (such payments are hereinafter referred to as the "Subordinated
Payments").

         NOW, THEREFORE, in consideration of the foregoing and of the premises
herein contained, the parties agree as follows:

         Any capitalized terms not otherwise defined herein shall have the
meanings set forth in the Credit Agreement.





______________________________________
Footnote continued from previous page.

<PAGE>   114

______________________________________


         The Subordinated Creditor agrees to subordinate and does hereby
subordinate, all payments by each of its Subsidiaries of the Subordinated
Payments to any payments to the Banks with respect to the Senior Debt and
further agrees as follows:

             except as provided in paragraph 3 hereof,  not to accept payment
which may be due with respect to, and not to demand, sue for, take or receive
all or any part of the  Subordinated Payments or any interest thereon, unless
and until any and all of the Senior Debt shall have been fully paid and
discharged;

             not to modify, amend or waive any of the terms or conditions of
any agreement relating to the Subordinated Payments (including without
limitation each of the Operating Agreements) without the prior written consent
of Banque;

             that, except as provided in paragraph 3 hereof, if any payments
are made on account of the Subordinated Payments, each and every amount so paid
will be forthwith paid to Banque to be credited and applied by Banque as Agent
upon the Senior Debt as provided in the Credit Agreement whether matured or
unmatured at such time, and until so paid shall hold such payments in
segregated amounts and in trust for the benefit of the Banks.

             that, in the event of any insolvency or bankruptcy proceedings, or
any receivership, liquidation, or reorganization or other similar proceedings
in connection therewith, relating to any Subsidiary of the Subordinated
Creditor, or to any of such Subsidiary's respective properties, or in the event
of any proceedings for voluntary liquidation, dissolution or other winding up
of any such Subsidiary, whether or not involving insolvency or bankruptcy, the
Banks shall be entitled to receive payment in full of the Senior Debt before
the Subordinated Creditor is entitled to receive any payment on account of the
Subordinated Payments, and to enable the Banks to assert and enforce their
rights hereunder in any such action or proceedings, or upon the happening of
any such event, Banque is irrevocably authorized and empowered, in its
discretion, as the Subordinated Creditor's attorneys-in-fact or otherwise, to





______________________________________
Footnote continued from previous page.

<PAGE>   115

______________________________________


make and present, for and on behalf of the Subordinated Creditor, such proofs
of claim against any such Subsidiary on account of any or all of the
Subordinated Payments as it may in good faith deem advisable, and to receive
and collect any and all interest or other payments or disbursements made
thereon, and to apply the same in its discretion upon the Senior Debt for the
benefit of the Banks;

             that in the event the Subordinated Payments are, or any part
thereof is, declared due and payable before maturity because of the existence
of default (under circumstances where the provisions of the foregoing clause
(d) are not applicable) ("Acceleration") then the Banks shall be entitled to
receive payment in full of the Senior Debt before the  Subordinated Creditor
shall be entitled to receive any payment on account of the Subordinated
Payments;

             not to commence any action or proceeding against any of its
Subsidiaries or any of its Subsidiaries' assets to recover all or any part of
the Subordinated Payments or exercise any right it may have as a secured party
of any of its Subsidiaries with respect to any of its assets or bring or join
with any creditor, unless Banque shall also join, on behalf of the Banks, in
bringing any proceedings against any such Subsidiary under any bankruptcy,
reorganization, readjustment of debt, arrangement of debt, receivership,
liquidation or insolvency law or statute of the federal or any state
government;

             not to transfer, assign, encumber or subordinate at any time while
this Agreement remains in effect, any right, claim or interest of any kind in
or to any of the Subordinated Payments and/or any interest thereon, unless the
same is done expressly subject to the terms or provisions of this Agreement;

             that Banque, on behalf of the Banks,  may at any time in its
discretion renew or extend the time of payment of all or any exiting or future
indebtedness or obligations of any Subsidiary of the Subordinated Creditor to
the Banks or waive any rights or release any collateral relative thereto at any
time or times, and, with reference thereto, make and enter into such agreements
as it may deem proper or desirable without





______________________________________
Footnote continued from previous page.

<PAGE>   116

______________________________________


notice to or further assent of the Subordinated Creditor and all without in any
manner impairing or affecting this Agreement or any of the Banks' rights
hereunder, and

             that any collateral security securing such Subordinated Payments
shall be expressly made subordinate and junior to any lien in the same
collateral securing Senior Debt, and the Subordinated Creditor will promptly
file notices or instruments in all appropriate public offices to give public
notice of this subordination.

         Notwithstanding paragraph 2 hereof, each Subsidiary of the
Subordinated Creditor may pay to the Subordinated Creditor, and the
Subordinated Creditor may retain for itself, current and earned payments (which
payments otherwise would constitute Subordinated Payments hereunder) pursuant
to the Operating Agreements so long as no Event of Default (or event which with
notice or a lapse of time would become an Event of  Default) has occurred and
is continuing under the Credit Agreement at the time of such payment, or would
occur immediately after giving effect to such payment.

         The Subordinated Creditor hereby represents and warrants to Banque as
follows:

             The Subordinated Creditors (i) is a corporation duly formed,
validly existing, and in good standing under the laws of the jurisdiction of
its incorporation; (ii) has the power and authority to own its assets and to
transact the business in which it is now or in which it proposes to be engaged;
(iii) and is duly qualified as a foreign entity to do business and is in good
standing in all jurisdictions in which any of its activities or the ownership
of its properties makes such qualification necessary, except where the failure
to so qualify would not have a material adverse effect on the business or
properties of the Subordinated Creditor.

             The execution, delivery and performance by the Subordinated
Creditor of this Agreement has been duly authorized by all necessary corporate
actions and does not and will not:  (i) require any consent or approval of each
of the





______________________________________
Footnote continued from previous page.

<PAGE>   117

______________________________________


Subordinated Creditor's board of directors or shareholders or any other person
that has not been obtained; (ii) conflict with, or result in the breach of, or
constitute a default under, any of the terms, conditions or provisions of (A)
the Subordinated Creditor's certificate of incorporation or by-laws, (B) any
law or any regulation applicable to the Subordinated Creditor, (C) any order,
writ, injunction or decree of any court or governmental instrumentality
applicable to the Subordinated Creditor, (D) any agreement or instrument to
which the Subordinated Creditors is subject, which conflict, breach or default
would have a material adverse effect on the business or properties of the
Subordinated Creditor or the ability of the Subordinated Creditor to execute,
deliver or perform this Agreement, or (iii) result in the creation or
imposition of any Lien (other than in favor of the Banks) upon the Subordinated
Creditor's properties or assets pursuant to the terms of any such agreement or
instrument or otherwise.

             No authorization or approval or other action by, and no notice to
or filing with, any Governmental Authority or other regulatory body is required
for the due execution, delivery and performance by the Subordinated Creditor of
this Agreement.

             This Agreement is a legal, valid and binding obligation of the
Subordinated Creditor, enforceable against the Subordinated Creditor in
accordance with its terms except to the extent that such enforcement may be
limited by applicable bankruptcy, insolvency and other similar laws affecting
creditors' rights generally.

             There is no action, suit or proceeding pending or, to the
knowledge of the Subordinated Creditor, threatened against or otherwise
affecting the Subordinated Creditor before any court or other governmental
instrumentality or any arbitrator which would, in any one case or in the
aggregate, materially adversely affect the ability of the Subordinated Creditor
to perform its obligations under this Agreement.

             All notices, requests and demands to or upon the respective
parties hereto to be effective shall be in writing or by telecopier (fax) and,
unless otherwise expressly provided





______________________________________
Footnote continued from previous page.

<PAGE>   118

______________________________________


herein, shall be deemed to have been duly given or made when delivered by hand,
or five (5) days after deposited in the mail, air postage prepaid, or in the
case of notice by telecopier (fax) when confirmed, addressed as follows or to
such other address as may be hereafter notified by the respective parties to
this Agreement:

    If to the Subordinated
    Creditor:    American Telecasting, Inc.

    5575 Tech Center Drive, Suite 300

    Colorado Springs, CO 80914

    Attention:  President

    With a copy to:  McDermott, Will & Emery

    1850 K Street, N.W., Suite 450

    Washington, D.C. 20006

    Attention:  Robert Jensen, Esq

                          and

                          Skadden, Arps, Slate, Meagher & Flom
                          919 Third Avenue, 35th Floor
                          New York, NY 10022
                          Attention:  Randall Doud, Esq.

    If to the Banks:      Banque Indosuez, New York Branch
                          1211 Avenue of the Americas
                          New York, New York  10036





______________________________________
Footnote continued from previous page.

<PAGE>   119

______________________________________


                          Attention:  Michael Arougheti
                          Telecopier
                            (fax) no.: (212) 278-2203
                                       (212) 278-2000

    With a copy to:       William B. Gannett, Esq.
                          Cahill Gordon & Reindel
                          80 Pine Street
                          New York, New York  10005
                          Telecopier
                          (fax) no.: (212) 269-5420
                                     (212) 701-3000

         THE SUBORDINATED CREDITOR HEREBY IRREVOCABLY CONSENTS TO THE
NONEXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT SITTING IN
NEW YORK COUNTY OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT, AND OF THE SUBORDINATED CREDITOR HERBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH STATE OR FEDERAL COURT.  THE SUBORDINATED CREDITOR WAIVES
ANY OBJECTION TO ANY ACTION OR PROCEEDING IN ANY STATE OR FEDERAL COURT SITTING
IN NEW YORK COUNTY ON THE BASIS OF FORUM NON CONVENIENS.  THE SUBORDINATED
CREDITOR HEREBY WAIVES THE RIGHT TO TRIAL BY JURY.  THE SUBORDINATED CREDITOR
HEREBY WAIVES PERSONAL SERVICE OF ANY PROCESS IN CONNECTION WITH ANY SUCH
ACTION OR PROCEEDING AND AGREES THAT THE SERVICE THEREOF MAY BE MADE BY
CERTIFIED OR REGISTERED MAIL DIRECTED TO THE SUBORDINATED CREDITOR AT THE
ADDRESS SET FORTH IN SECTION 5.  THE SUBORDINATED CREDITOR AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE FOR PURPOSES OF
ENFORCEMENT IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW.  EACH OF THE SUBORDINATED CREDITORS FURTHER AGREES THAT
ANY ACTION OR PROCEEDING BROUGHT AGAINST BANQUE OR THE BANKS SHALL BE BROUGHT
ONLY IN ANY STATE OR FEDERAL COURT SITTING IN NEW YORK COUNTY.  NOTHING IN THIS
PARAGRAPH 6 SHALL AFFECT THE RIGHT OF THE BANKS TO SERVE LEGAL PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF THE BANKS TO BRING ANY
ACTION OR PROCEEDING AGAINST ANY SUBORDINATED CREDITOR OR THE PROPERTY OF THE
SUBORDINATED CREDITOR IN THE COURTS OF ANY OTHER JURISDICTION.





______________________________________
Footnote continued from previous page.

<PAGE>   120

______________________________________


         This is a continuing agreement and shall remain in full force and
effect and be binding upon parties hereto and their successors and assigns
until the Senior Debt has been satisfied.

         THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS PRINCIPLES OF
CONFLICT OF LAWS.

         No modification or waiver of any provision of this Agreement shall be
effective unless the same shall be in writing and signed by the parties
agreeing to such waiver or modification.  Any such waiver shall be effective
only in the specific instance and for the purpose for which given.

         Provisions of this Agreement are solely for the purpose of defining
the relative rights of Banque, the Banks and the Subordinated Creditors and
nothing herein shall impair any obligations of any Subsidiary of the
Subordinated Creditor to the parties hereto nor affect or impair the rights of
any party relative to those of other creditors of any Subsidiary of the
Subordinated Creditor, nor shall anything herein prevent either party from
exercising all remedies otherwise permitted by law or hereunder, subject to the
relative rights of the parties expressed herein.

         This Agreement may be executed in any number of counterparts, each of
which, when executed, shall be deemed to be an original and all of which, when
taken together, shall constitute one and the same Agreement.





______________________________________
Footnote continued from previous page.

<PAGE>   121
______________________________________




         IN WITNESS WHEREOF, each party, by its proper officer duly authorized,
has executed this Agreement as of the date and year first above written.


                                        AMERICAN TELECASTING DEVELOPMENT INC.

                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        BANQUE INDOSUEZ, NEW YORK BRANCH
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:


                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        




______________________________________
Footnote continued from previous page.

<PAGE>   122
                                     -10-


         The undersigned, on behalf of each of Subsidiary of the Subordinated
Creditor, hereby accept the terms hereof and agree to take any action requested
by the parties hereto in accordance with or in furtherance of the terms hereof.


                                        AMERICAN TELECASTING DEVELOPMENT INC.

                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF ANCHORAGE, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:

                                        
                                        AMERICAN TELECASTING OF BEND, INC.
                                        

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        
                                        AMERICAN TELECASTING OF BILLINGS, INC.
                                        

                                        By:
                                            -----------------------------------
                                            Name:




______________________________________
Footnote continued from previous page.

<PAGE>   123

                                     -11-
                                            Title:



                                        AMERICAN TELECASTING OF BISMARK, INC.
                                        

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF CENTRAL 
                                          FLORIDA, INC.
                                        
                                        

                                        By:
                                            -----------------------------------
                                            Name:

                                            Title:

                                        
                                        AMERICAN TELECASTING OF CINCINNATI, INC.
                                        

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        AMERICAN TELECASTING OF COLORADO 
                                          SPRINGS, INC.
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:

                                        
                                        
                                        



______________________________________
Footnote continued from previous page.

<PAGE>   124

                                     -12-

                                        
                                        
                                        AMERICAN TELECASTING OF COLUMBUS, INC.
                                        

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF DENVER, INC.
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF FORT COLLINS, 
                                           INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF FORT MYERS, INC.
                                        

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        AMERICAN TELECASTING OF GREEN BAY, INC.
                                        

                                        




______________________________________
Footnote continued from previous page.

<PAGE>   125

                                     -13-

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF HAWAII, INC.

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF JACKSON, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:

                                        
                                        AMERICAN TELECASTING OF JACKSONVILLE,
                                          INC.
                                        

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF LANSING, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                        




______________________________________
Footnote continued from previous page.

<PAGE>   126

                                     -14-

                                            Title:

                                        
                                        AMERICAN TELECASTING OF LINCOLN, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:


                                        AMERICAN TELECASTING OF LITTLE ROCK, 
                                          INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF LOUISVILLE, INC.
                                        
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:

                                        
                                        AMERICAN TELECASTING OF MEDFORD, INC.
                                        
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        
                                        

______________________________________
Footnote continued from previous page.


<PAGE>   127

                                     -15-

                                        
                                        AMERICAN TELECASTING OF MICHIANA, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF MINNESOTA, INC.




                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF MONTEREY, INC.

                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF NEBRASKA, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF NORTH DAKOTA, 
                                          INC.
                                        
                                        



______________________________________
Footnote continued from previous page.

<PAGE>   128

                                     -16-

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        
                                        AMERICAN TELECASTING OF OKLAHOMA, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        

                                        AMERICAN TELECASTING OF PORTLAND, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        
                                        AMERICAN TELECASTING OF RAPID CITY INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF REDDING, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                        



______________________________________
Footnote continued from previous page.

<PAGE>   129

                                     -17-

                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF ROCKFORD, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF SALEM/EUGENE, 
                                          INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                        
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF SANTA BARBARA,
                                          INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF SANTA ROSA, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        



______________________________________
Footnote continued from previous page.

<PAGE>   130

                                     -18-

                                        
                                        AMERICAN TELECASTING OF SARASOTA, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF SHERIDAN, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF SIOUX VALLEY, 
                                          INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF SOUTH DAKOTA, 
                                          INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF TOLEDO, INC.
                                        
                                        
                                        



______________________________________
Footnote continued from previous page.

<PAGE>   131

                                      -19-

                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        
                                        AMERICAN TELECASTING OF YOUNGSTOWN, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF YUBA CITY, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:
                                        

                                        FRESNO WIRELESS CABLE TELEVISION, INC.
                                        
                                        
                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:




______________________________________
Footnote continued from previous page.
                                        
<PAGE>   132

______________________________________


THIS OPTION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND
MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR
QUALIFIED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE
COMPANY RECEIVES AN OPINION OF COUNSEL (WHO MAY BE AN EMPLOYEE OF SUCH HOLDER)
REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION, QUALIFICATION OR
OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER SAID ACT.  THE OFFERING OF THIS
SECURITY HAS NOT BEEN REVIEWED OR APPROVED BY ANY STATE'S SECURITIES
ADMINISTRATOR.

                                OPTION AGREEMENT

         THIS OPTION AGREEMENT (the "Agreement"), dated as of February
26, 1997, is made and entered into by and among AMERICAN TELECASTING, INC., a
Delaware corporation (the "Company"), and the holder listed on the signature
page hereto (collectively, together with its assigns, the "Holder").

         WHEREAS, as partial consideration for the commitment of Banque
Indosuez (the "Bank") to make a loan to the Company pursuant to the Credit
Agreement dated as of February 25, 1997 by and among the Company, Banque
Indosuez, New York Branch, as Agent and Collateral Agent, and the lending
institutions named therein (the "Credit Agreement"), the Company has agreed to
issue to the Bank and its affiliates, 141,667 Warrants to Purchase $6.00
principal amount of Loan ("Debt Warrants") and 141,667 Warrants to Purchase
shares of Class A Common Stock of the Company ("Equity Warrants") on the date
hereof; and

         WHEREAS, the parties hereto agree that no more than an aggregate of
141,667 Debt Warrants and Equity Warrants shall ever become exercisable;

         NOW, THEREFORE, in consideration of the mutual premises, agreements
and covenants hereinafter set forth, the parties hereto agree as follows:

                                    ARTICLE





______________________________________
Footnote continued from previous page.

<PAGE>   133

______________________________________



                                     Option

         Upon the earlier to occur of (i) the Holder receiving the notice
referred to in Article II hereof and (ii) one year from the date hereof, the
Holder shall have the right, for a 5-day period, to exercise or put to the
Company the Debt  Warrants attached hereto as Exhibit A.  If the Holder elects
not to exercise or put the Debt Warrants during such period, or elects to
exercise or put such Warrants only in part, or, in the event the Holder elects
to put the Debt Warrants and the Company fails to make payment therefor within
the time specified for such payment in the Debt Warrant, the Equity Warrant
attached hereto as Exhibit B shall become fully exercisable; provided if the
Debt Warrants are exercised in part, the number of Equity Warrants shall be
reduced by the number of Debt Warrants so exercised or put to the Company and
which the Company has satisfied in accordance with its terms.  The Holder shall
surrender the portion of the Equity Warrant reduced by the proviso in the
preceding sentence after the applicable portion of the Debt Warrant is
exercised or after the Debt Warrant is put to the Company and the Holder
receives the applicable amount in cash.

                                    ARTICLE

                                   Covenants

         The Company agrees to give the Holder at least one Business Day's
notice of any prepayment in full of, and termination of the Credit Agreement.

                                    ARTICLE





______________________________________
Footnote continued from previous page.

<PAGE>   134

______________________________________


                 Representations and Warranties of the Company

         The Company represents and warrants to the Holders as of the date of
this Agreement as follows:

         ()  Due Authorization.  The execution, delivery and performance of
    this Agreement by the Company has been duly authorized by all requisite
    action.

         ()  Binding Obligation.  This Agreement has been duly executed and
    delivered by the Company and constitutes the legal, valid and binding
    obligation of the Company, except as such enforceability may be limited by
    bankruptcy, insolvency, reorganization, moratorium or similar laws relating
    to or limiting creditors' rights generally or by equitable principles
    relating to enforceability.

         ()  No Violation.  The execution, delivery and performance of this
    Agreement, and the consummation of the transactions contemplated herein, by
    the Company does not  violate any provision of law, any order of any court
    or other agency of government, any organizational document of the Company
    or any provision of any material indenture, agreement or other instrument
    to which the Company or any of its properties or assets is bound, or
    conflict with, result in a breach of or constitute (with due notice or
    lapse of time or both) a default under any such indenture, agreement or
    other instrument or result in the creation or imposition of any lien,
    charge or encumbrance of any nature whatsoever upon any of the properties
    or assets of the Company which violation, conflict, breach or default or
    lien, charge, restriction or encumbrance would have a material adverse
    effect on the business, condition (financial or otherwise) of the Company
    taken as a whole.

         ()  Government Action.  No action has been taken and no statute, rule
    or regulation or order has been enacted, no injunction, restraining order
    or order of any nature has been issued by a federal or state court of
    competent jurisdiction and no action, suit or proceeding is pending against
    or affecting or threatened against, the Company before any court or
    arbitrator or any governmental body,





______________________________________
Footnote continued from previous page.

<PAGE>   135

______________________________________


    agency or official which, if adversely determined, would in any manner draw
    into question the validity of this Agreement.  Other than filings required
    with the Commission and under state securities laws, no action or approval
    by, or filing or registration with, any court or governmental agency or
    body is required for the consummation of the transactions contemplated by
    this Agreement by the Company.

                                    ARTICLE


                           Investment Representation

         The Holder represents that it is purchasing this Option, the Debt
Warrants and the Equity Warrants for its own account, for investment, and does
not have a view to, or the purpose of, transferring, reselling, or otherwise
disposing of this Option, the Debt Warrants or the Equity Warrants.

                                    ARTICLE

                                 Miscellaneous

         SECTION .   Notices.  All notices, requests, consents and other
communications provided for herein shall be in writing and shall be effective
upon delivery in person, faxed or telecopied, addressed as follows:

         ()  if to the Company, 5575 Tech Center Drive, Suite 300, Colorado
    Springs, CO 80919, Attention:  President; with a copy to Skadden, Arps,
    Slate, Meagher & Flom LLP, 919 Third Avenue, New York, NY 10022, Attention:
    Randall Doud, Esq. and McDermott, Will & Emery, 1850 K Street,





______________________________________
Footnote continued from previous page.

<PAGE>   136

______________________________________


    N.W., Suite 450, Washington, D.C. 20006-2296, Washington, DC 20006-2296,
    Attention:  Robert Jensen, Esq.;

         ()  if to the Holder, at such address as may have been furnished to
    the Company in writing by the Holder;

or, in any case, at such other address or addresses as shall have been
furnished in writing to the Company (in the case of a Holder) or to the Holder
(in the case of the Company) in accordance with the provisions of this
paragraph.

         SECTION .   Waivers; Amendments.  No failure or delay of the Holder or
the Company in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power.  The rights and remedies of the Holder and the Company
are cumulative and not exclusive of any rights or remedies which it would
otherwise have.  The provisions of this Agreement may be amended, modified or
waived with (and only with) the written consent of the Company and the Holder.
No notice or demand on the Company in any case shall entitle the Company to any
other or further notice or demand in similar or other circumstances.

         SECTION .   Governing Law.  This Agreement shall be construed in
accordance with and governed by the laws of the State of New York without
regard to principles of conflicts of law.

         SECTION .   Survival of Agreements; Representations and Warranties,
etc.  All warranties, representations and covenants made by the Company herein
or in any certificate or other instrument delivered by it or on its behalf in
connection with this Agreement shall be considered to have been relied upon by
the Holder and shall continue in full force and effect so long  as this
Agreement is in effect regardless of any investigation made by the Holder.  All
statements in any such certificate or other instrument shall constitute
representations and warranties hereunder.





______________________________________
Footnote continued from previous page.

<PAGE>   137

______________________________________


         SECTION .   Covenants to Bind Successors and Assigns.  All the
covenants, stipulations, promises and agreements in this Agreement contained by
or on behalf of the parties hereto shall bind their successors and assigns,
whether so expressed or not.  The Company shall not be required to register any
transfers if the Holder fails to furnish to the Company, after a request
therefor, an opinion of counsel reasonably satisfactory to the Company that
such transfer is exempt from the registration requirements of the Securities
Act; provided that the Company agrees not to request an opinion of counsel with
respect to transfers by an affiliate of Banque Indosuez to its employees so
long as such persons furnish documentation regarding the evidence of such
exemption reasonably satisfactory to the Company.

         SECTION .   Severability.  In case any one or more of the provisions
contained in this Agreement shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired
thereby.  The parties shall endeavor in good faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

         SECTION .   Section Headings.  The section headings used herein are
for convenience of reference only, are not part of this Agreement and are not
to affect the construction of or be taken into consideration in interpreting
this Agreement.

         SECTION .   Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

         SECTION .   Complete Agreement.  This document and the documents
referred to herein contain the complete agreement between the parties and
supersede any prior understandings, agreements or representations by or between
the parties, written or oral, which may have related to the subject matter
hereof in any way, and any other agreements or understandings among the parties
hereto are hereby terminated.





______________________________________
Footnote continued from previous page.

<PAGE>   138

______________________________________


         SECTION .   Submission to Jurisdiction; Venue.  ()  Any legal action
or proceeding with respect to this Agreement may be brought in the courts of
the State of New York or of the United States for the Southern District of New
York, and, by execution and delivery of this Agreement, the Company hereby
irrevocably accepts for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts.  The
Company further irrevocably consents to the service of process out of any of
the aforementioned courts in any such action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to CT
Corporation Systems at its address at 1633 Broadway, New York, New York  10019,
such service to become effective 30 days after such mailing.  Nothing herein
shall affect the right of the Holder to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
the Company in any other jurisdiction.

         ()  The Company hereby irrevocably waives any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Agreement brought in the
courts referred to in clause (a) above and hereby further irrevocably waives
and agrees not to plead or claim in any such court that any such action or
proceeding brought in any such court has been brought in an inconvenient forum.





______________________________________
Footnote continued from previous page.

<PAGE>   139

______________________________________


         IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement as of the date first set forth above.

                                        AMERICAN TELECASTING, INC.
                                        
                                        By: /s/ AMERICAN TELECASTING, INC.
                                            -----------------------------------
                                        Name:

                                        Title:
                                        
                                        
HOLDER:                                 
                                        
INDOSUEZ CM II, INC.

By: /s/ INDOSUEZ CM II, INC.
    -------------------------
By: 
    -------------------------





______________________________________
Footnote continued from previous page.

<PAGE>   140

______________________________________


                                                                    Exhibit A to

                                                                Option Agreement

THIS DEBT WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND
MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR
QUALIFIED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE
COMPANY RECEIVES AN OPINION OF COUNSEL (WHO MAY BE AN EMPLOYEE OF SUCH HOLDER)
REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION, QUALIFICATION OR
OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER SAID ACT.  THE OFFERING OF THIS
SECURITY HAS NOT BEEN REVIEWED OR APPROVED BY ANY STATE'S SECURITIES
ADMINISTRATOR.  THIS DEBT WARRANT IS SUBJECT TO AN OPTION AGREEMENT, DATED AS
OF FEBRUARY 26, 1997, BY AND AMONG THE COMPANY AND THE HOLDER THEREOF.

                                                        Dated: February 26, 1997

                             141,667 DEBT WARRANTS

                       Each Debt Debt Warrant to Purchase

                         $6.00 Principal Amount of Loan

                           AMERICAN TELECASTING, INC.

                            EXPIRING March 2, 1998.

         THIS IS TO CERTIFY THAT, for value received, INDOSUEZ CM II, INC., or
registered assigns (the "Holder") is entitled to purchase from AMERICAN
TELECASTING, INC., a Delaware corporation (the "Company"), at any time from
time to time during the Exercise Period at the Exercise Price (as hereinafter
defined) $6.00 principal amount of Loans (as





______________________________________
Footnote continued from previous page.

<PAGE>   141

______________________________________


defined in the Credit Agreement ("Credit Agreement") dated as of February 25,
1997 by and among Banque Indosuez, New York Branch, as Agent and Collateral
Agent, the lending institutions a party thereto, and the Company) per Debt Debt
Warrant, and is entitled also to exercise the other appurtenant rights, powers
and privileges hereinafter described, subject to the terms of the Option
Agreement.  This Debt Debt Warrant is exercisable or puttable during a 5-day
period (the "Exercise Period") commencing on the earlier of (i) the Holder
having received notice that payment in full of all amounts outstanding under,
and the termination of, the Credit Agreement had occurred or that the Company
has irrevocably committed to cause such event to occur within 5 Business Days,
and (ii) one year from the date of issuance of this Debt Debt Warrant.    This
Debt Debt Warrant is one of one or more warrants (the "Debt Debt Warrants") of
the same form and having the same terms as this Debt Debt Warrant.

         Certain terms used in this Debt Debt Warrant are defined in Article
IV.

                                    ARTICLE

                           EXERCISE OF DEBT WARRANTS

         ..  Method of Exercise.  To exercise this Debt Debt Warrant in whole
or in part, the Holder shall deliver to the Company (a) this Debt Debt Warrant
and (b) a written notice, in substantially the form of the Subscription Notice
attached hereto, of such Holder's election to exercise this Debt Debt Warrant,
which notice shall specify the number of Debt Debt Warrants to be exercised.

         The Company shall, as promptly as practicable and in any event within
one Business Day thereafter, execute and deliver or cause to be executed and
delivered, in accordance with such notice, a Note (as defined in the Credit
Agreement) in the principal amount equal to the amount specified in said





______________________________________
Footnote continued from previous page.

<PAGE>   142

______________________________________


notice.  The Note so delivered shall be specified in such notice in the
principal amount equal to the amount, and shall be issued in the name of the
Holder or such other name or names as shall be designated in such notice.  In
no event shall the Company be required to deliver a Note representing the Loan
if at the time of such exercise the issuance of such Note or Loan is prohibited
by any agreement to which the Company is a party and, in such event, the put
feature in Section 3.1 shall be deemed automatically exercised by the Holder.

                                    ARTICLE

                            EXCHANGE AND REPLACEMENT

                                OF DEBT WARRANTS

         ..  Ownership of Debt Debt Warrant.  The Company may deem and treat
the Person in whose name this Debt Debt Warrant is registered as the holder and
owner hereof (notwithstanding any notations of ownership or writing hereon made
by any Person) for all purposes and shall not be affected by any notice to the
contrary, until presentation of this Debt Debt Warrant for registration of
transfer as provided in this Article II.

         ..  Division or Combination of Debt Debt Warrants.  This Debt Debt
Warrant may be divided or combined with other Debt Debt Warrants upon surrender
hereof and of any Debt Debt Warrant or Debt Debt Warrants with which this Debt
Debt Warrant is to be combined at the agency selected by the Company for such
purpose (which may be its corporate headquarters), together with a written
notice specifying the names and denominations in which the new Debt Debt
Warrant or Debt Debt Warrants are to be issued, signed by the holders hereof
and thereof or their respective duly authorized agents or attorneys.  Subject
to compliance with the provisions of the Option Agreement dated as of the date
of initial issuance





______________________________________
Footnote continued from previous page.

<PAGE>   143

______________________________________


of this Debt Debt Warrant, the Company shall execute and deliver a new Debt
Debt Warrant or Debt Debt Warrants in exchange for the Debt Debt Warrant or
Debt Debt Warrants to be divided or combined in accordance with such notice.

         ..  Loss, Theft, Destruction or Mutilation of Debt Debt Warrants.
Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of any Debt Debt Warrant and, in the case of any such
loss, theft or destruction, upon receipt of indemnity or security reasonably
satisfactory to the Company, or, in the case of any such mutilation, upon
surrender and cancellation of such Debt Debt Warrant, the Company will make and
deliver, in lieu of such lost, stolen, destroyed or mutilated Debt Debt
Warrant, a new Debt Debt Warrant of like tenor and representing the right to
purchase the same aggregate principal amount of Loan as provided for in such
lost, stolen, destroyed or mutilated Debt Debt Warrant.

         ..  Expenses of Delivery of Debt Debt Warrants.  The Company shall pay
all expenses, taxes (other than transfer taxes or income taxes of a Holder) and
other charges payable in connection with the preparation, issuance and delivery
of Debt Debt Warrants and the Loan issuable upon exercise of the Debt Debt
Warrants hereunder.

                                    ARTICLE

                                 CERTAIN RIGHTS

         ..  Put Right.  At any time during the Exchange Period, in lieu of
exercising this Debt Debt Warrant the Holder of this Debt Debt Warrant may put
(a "Put") this Debt Debt Warrant to the Company, in whole or in part, for a net
put price (the "Put Amount") of $6.00 per Debt Debt Warrant, in cash, by
delivering to the Company, at its corporate headquarters, this Debt Debt
Warrant and a written notice, substantially in the form of the Put  Notice
attached hereto,





______________________________________
Footnote continued from previous page.

<PAGE>   144

______________________________________


which notice shall specify the number of Debt Debt Warrants to be put and the
wire transfer instructions as to which account the Company shall wire the
aggregate Put Amount in same day funds.  The Company shall make such transfer
within five Business Day of receipt of such Put Notice.

         ..  Certain Representations and Covenants.  Information.  ()  The
Company covenants and agrees that, until exercise or termination of this Debt
Debt Warrant, the Company will deliver to each Holder:

         ()  As soon as available but not later than ninety (90) days after the
close of the fiscal year of the Company, a consolidated balance sheet of the
Company as at the end of such year and the related consolidated and
consolidating statements of income, of stockholders' equity and of cash flows
for such year, such consolidated statements to be audited by Arthur Andersen
LLP or other "Big Six" accounting firm;

         ()  As soon as available but not later than forty-five (45) days after
the end of each quarter, a consolidated balance sheet of the Company as at the
end of, and the related consolidated statements of income, of stockholders'
equity and of cash flows for the portion of the Company's fiscal year then
elapsed, all prepared in accordance with generally accepted accounting
principles;

         ()  As soon as available, any and all management letters provided to
the Company's board of directors or audit committee by the Company's auditors;

         ()  As soon as available, any and all reports filed by the Company
under the Securities Act and the Exchange Act; and

         ()  As soon as available, any and all press releases of the Company.

         ()    Prohibition on Payment.  The Company is not a party to any
agreement which would restrict the Company's





______________________________________
Footnote continued from previous page.

<PAGE>   145

______________________________________


ability to pay the aggregate maximum Put Amount in cash.  The Company agrees
that it will not, without the consent of the Holders of a majority of the Debt
Debt Warrants at the time then outstanding, enter into any agreement or amend
any existing agreement which would prohibit or otherwise limit the Company's
ability to make cash payments upon exercise of any Put or restrict the Holder's
ability to exercise this Debt Debt Warrant.

                                    ARTICLE

                                  DEFINITIONS

         The following terms, as used in this Debt Debt Warrant, have the
following respective meanings:

         "Business Day" shall mean (a) if any class of Common Stock is listed
or admitted to trading on a national securities exchange, a day on which the
principal national securities exchange on which such class of Common Stock is
listed or admitted to trading is open for business or (b) if no class of Common
Stock is so listed or admitted to trading, a day on which any New York Stock
Exchange member firm is open for business.

         "Company" shall have the meaning set forth in the first paragraph of
this Debt Debt Warrant.

         "Debt Debt Warrants" shall have the meaning set forth in the first
paragraph of this Debt Debt Warrant.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and any similar or successor federal statute, and the rules and regulations of
the Securities and Exchange Commission (or its successor) thereunder, all as
the same shall be in effect at the time.





______________________________________
Footnote continued from previous page.

<PAGE>   146

______________________________________


         "Exercise Price" shall mean $.01 per $1,000 principal amount of Loan.

         "Holder" shall have the meaning set forth in the first paragraph of
this Debt Debt Warrant.

         "Debt Warrantholder" means a holder of a Debt Warrant.

                                    ARTICLE

                                 MISCELLANEOUS

         ..  Notices.  All notices, requests, consents and other communications
provided for herein shall be in writing and shall be effective upon delivery in
person, faxed, or mailed by certified or registered mail, return receipt
requested, postage pre-paid, addressed as follows:

         ()  if to the Company, to 5575 Tech Center Drive, Suite 300, Colorado
    Springs, CO 80919, Attention:  President; with a copy to Skadden, Arps,
    Slate, Meagher & Flom LLP, 919 Third Avenue, New York, NY 10022, Attention:
    Randall Doud, Esq. and McDermott, Will & Emery, 1850 K Street, N.W., Suite
    450, Washington, D.C. 20006-2296, Attention: Robert Jensen, Esq.;

         ()  if to an initial Holder of Debt Debt Warrants, to such Holder
    c/o Banque Indosuez, New York Branch, at 1211 Avenue of the Americas,
    7th Floor, New York, New York 10036, with a copy to Cahill Gordon &
    Reindel, 80 Pine Street, New York, New York 10005, Attention:  William B.
    Gannett, Esq., and if to any subsequent Holder of Debt Debt Warrants, to it
    at such address as may have been furnished to the Company in writing by
    such Holder;





______________________________________
Footnote continued from previous page.

<PAGE>   147

______________________________________


or, in any case, at such other address or addresses as shall have been
furnished in writing to the Company (in the case of a holder of Debt Debt
Warrants) or to the Holders of Debt Debt Warrants (in the case of the Company)
in accordance with the provisions of this paragraph.

         ..  Waivers; Amendments.  No failure or delay of the Holder in
exercising any power or right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power.  The rights and remedies of the Holder are cumulative and not
exclusive of any rights or remedies which it would otherwise have.  The
provisions of this Debt Debt Warrant may be amended, modified or waived with
(and only with) the written consent of the Company and the Holders of a
majority of the Debt Warrants; provided, however, that no such amendment,
modification or waiver shall, without the written consent of each Debt
Warrantholder whose interest might be adversely affected by such amendment,
modification or waiver, (a) change the principal amount of Loan subject to
issuance upon exercise of this Debt Debt Warrant, the Put Amount or provisions
for payment thereof or (b) amend, modify or waive the provisions of this
Section or Article III.

         Any such amendment, modification or waiver effected pursuant to this
Section shall be binding upon the holders of  all Debt Debt Warrants, upon each
future holder thereof and upon the Company.  In the event of any such
amendment, modification or waiver the Company shall give prompt notice thereof
to all Debt Warrantholders and, if appropriate, notation thereof shall be made
on all Debt Debt Warrants thereafter surrendered for registration of transfer
or exchange.

         No notice or demand on the Company in any case shall entitle the
Company to any other or further notice or demand in similar or other
circumstances.

         ..  Governing Law.  This Debt Debt Warrant shall be construed in
accordance with and governed by the laws of the





______________________________________
Footnote continued from previous page.

<PAGE>   148

______________________________________


State of New York without regard to principles of conflicts of law.

         ..  Survival of Agreements; Representations and Debt Debt Warranties
etc.  All representations, warranties and covenants made by the Company herein
or in any certificate or other instrument delivered by or on behalf of it in
connection with the Debt Debt Warrants shall be considered to have been relied
upon by the Holder and shall survive the issuance and delivery of the Debt Debt
Warrants, regardless of any investigation made by the Holder, and shall
continue in full force and effect so long as any Debt Debt Warrant is
outstanding.  All statements in any such certificate or other instrument shall
constitute representations and warranties hereunder.

         ..  Covenants to Bind Successor and Assigns.  All covenants,
stipulations, promises and agreements in this Debt Debt Warrant contained by or
on behalf of the Company shall bind its successors and assigns, whether so
expressed or not.

         ..  Severability.  In case any one or more of the provisions contained
in this Debt Debt Warrant shall be invalid, illegal or unenforceable in any
respect, the validity, legality or enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired
thereby.  The parties shall endeavor in good faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

         ..  Section Headings.  The section headings used herein are for
convenience of reference only, are not part of this Debt Debt Warrant and are
not to affect the construction of or be taken into consideration in
interpreting this Debt Debt Warrant.

         ..  No Rights as Stockholder.  This Debt Debt Warrant shall not
entitle the Holder to any rights as a stockholder of the Company.





______________________________________
Footnote continued from previous page.

<PAGE>   149

______________________________________


         ..  No Impairment.  The Company shall not by any action including,
without limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Debt Debt Warrant, but
will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate to
protect the rights of the Holder against impairment.  Without limiting the
generality of the foregoing, the Company will use its commercially reasonable
best efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to
enable the Company to perform its obligations under this Debt Debt Warrant.

         ..  Submission to Jurisdiction; Venue.  ()      Any legal action or
proceeding with respect to this Debt Debt Warrant may be brought in the courts
of the State of New York or of the United States for the Southern District of
New York, and, by execution and delivery of this Debt Debt Warrant, the Company
irrevocably accepts for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts.  The
Company further irrevocably consents to the service of process out of any of
the aforementioned courts in any such action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to CT
Corporation Systems at its address at 1633 Broadway, New York, New York  10019,
such service to become effective 30 days after such mailing.  Nothing herein
shall affect the right of the Holder to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
the Company in any other jurisdiction.

         ()    The Company hereby irrevocably waives any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Debt Debt Warrant brought
in the courts referred to in clause (a) above and hereby further irrevocably
waives and agrees not to plead or claim in any such court that any such action
or proceeding brought in any such court has been brought in an inconvenient
forum.





______________________________________
Footnote continued from previous page.

<PAGE>   150

                                     -12-


         IN WITNESS WHEREOF, AMERICAN TELECASTING, INC. has caused this Debt
Debt Warrant to be executed in its corporate name by one of its officers
thereunto duly authorized, and attested by its Secretary or an Assistant
Secretary, all as of the day and year first above written.

                                        AMERICAN TELECASTING, INC.
                                        
                                        By: /s/ AMERICAN TELECASTING, INC.
                                            -----------------------------------
                                        Name:
                                        Title:
                                        
                                        
Attest:                                 

-------------------------
Name:
Title:





______________________________________
Footnote continued from previous page.

<PAGE>   151

                                     -13-

                             SUBSCRIPTION NOTICE

             (To be executed upon exercise of Debt Debt Warrant)

    TO AMERICAN TELECASTING, INC.:

         The undersigned hereby irrevocably elects to exercise _______________
of the Debt Debt Warrants for, and to acquire thereunder, _________________
principal amount of Loan.

         Please issue the Note evidencing such Loan in the following name or
names and denominations:

Dated:  _____________, 19__     _______________________________________________

                                Note: The above signature should correspond 
                                      exactly with the name on the face of the
                                      attached Debt Debt Warrant or with the 
                                      name of the assignee appearing in the 
                                      attached assignment form.





______________________________________
Footnote continued from previous page.

<PAGE>   152

                                     -14-

                                  PUT NOTICE

                (To be executed upon put of Debt Debt Warrant)

         TO AMERICAN TELECASTING, INC.:

         The undersigned hereby irrevocably elects to put __________ of the
Debt Debt Warrants represented by the attached Debt Debt Warrant for payment of
an aggregate Put Amount of $________, as provided in the attached Debt Debt
Warrant.

         Payment of the aggregate Put Amount should be made in same-day funds
to the following account:

Dated:  _____________, 19__     _______________________________________________

                                Note: The above signature should correspond 
                                      exactly with the name on the face of the
                                      attached Debt Debt Warrant or with the 
                                      name of the assignee appearing in the 
                                      attached assignment form.





______________________________________
Footnote continued from previous page.

<PAGE>   153

                                      -15-

                                   ASSIGNMENT

             (To be executed upon assignment of Debt Debt Warrant)

         For value received, ______________________________ hereby sells,
assigns and transfers unto __________________ the attached Debt Debt Warrant,
together with all rights, title and interest therein, and does hereby
irrevocably constitute and appoint _________________ attorney to transfer said
Debt Debt Warrant on the books of American Telecasting, Inc., with full power
of substitution in the premises.


                                _______________________________________________

                                Note: The above signature should correspond 
                                      exactly with the name on the face of the
                                      attached Debt Debt Warrant.






______________________________________
Footnote continued from previous page.

<PAGE>   154

______________________________________


                                                                    Exhibit B to

                                                                Option Agreement

THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED
FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT
AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION
OF COUNSEL (WHO MAY BE AN EMPLOYEE OF THE HOLDER) REASONABLY SATISFACTORY TO
THE COMPANY THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT
REQUIRED UNDER SAID ACT.  THE OFFERING OF THIS SECURITY HAS NOT BEEN REVIEWED
OR APPROVED BY ANY STATE'S SECURITIES ADMINISTRATOR.  THIS WARRANT AND THE
SHARES OF COMMON STOCK PURCHASABLE HEREUNDER ARE BENEFITED BY AND SUBJECT TO A
REGISTRATION RIGHTS AGREEMENT, DATED AS OF FEBRUARY 26, 1997, BY AND AMONG THE
COMPANY AND THE OTHER PARTIES LISTED THEREIN, A COPY OF WHICH IS ON FILE WITH
THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.
THIS WARRANT IS ALSO SUBJECT TO AN OPTION AGREEMENT, DATED AS OF FEBRUARY 26,
1997, BY AND AMONG THE COMPANY AND THE HOLDER THEREOF.

                                                        Dated: February 26, 1997

                                141,667 WARRANTS

                 To Purchase One Share of Class A Common Stock

                           AMERICAN TELECASTING, INC.

                          EXPIRING FEBRUARY 26, 2007.

         THIS IS TO CERTIFY THAT, for value received, INDOSUEZ CM_II, INC. or
registered assigns (the "Holder") is entitled to purchase from AMERICAN
TELECASTING, INC., a Delaware corporation (the "Company"), at any time or from
time to time





______________________________________
Footnote continued from previous page.

<PAGE>   155

______________________________________


after the Exercise Period (as hereinafter defined) has expired and prior to
5:00 p.m., New York City time, on February 25, 2007 at the place where a
Warrant Agency (as hereinafter defined) is located, at the Exercise Price (as
hereinafter defined), the number of shares of Class A Common Stock, par value
$0.01 per share (the "Common Stock"), of the Company shown above, all subject
to adjustment and upon the terms and conditions as hereinafter provided, and is
entitled also to exercise the other appurtenant rights, powers and privileges
hereinafter described.  This Warrant is also subject to adjustment pursuant to
the Option Agreement (as hereinafter defined).  This Warrant is one of one or
more warrants (the "Warrants") of the same  form and having the same terms as
this Warrant.

         Certain terms used in this Warrant are defined in Article V.

                                    ARTICLE

                              EXERCISE OF WARRANTS

         ..  Method of Exercise.  To exercise this Warrant in whole or in part,
the Holder shall deliver to the Company, at the Warrant Agency, (a) this
Warrant, (b) a written notice, in substantially the form of the Subscription
Notice attached hereto, of such Holder's election to exercise this Warrant,
which notice shall specify the number of shares of Common Stock to be
purchased, the denominations of the share certificate or certificates desired
and the name or names in which such certificates are to be registered, and (c)
payment of the Exercise Price with respect to such shares.  Notwithstanding the
foregoing, this Warrant shall be exercisable only, to the extent and at the
time or times, that the Holder could legally take possession and title of such
shares.  Payment made pursuant to clause (c) above may be made, at the option
of the Holder: (x) by cash, money order, certified or bank cashier's check or
wire transfer or (y) the delivery of a notice to the Company that the Holder is
exercising this Warrant by





______________________________________
Footnote continued from previous page.

<PAGE>   156

______________________________________


authorizing the Company to reduce the number of shares of Common Stock subject
to this Warrant by the number of shares having an aggregate value equal to the
aggregate Exercise Price.

         The Company shall, as promptly as practicable and in any event within
three Business Days thereafter, execute and deliver or cause to be executed and
delivered, in accordance with such notice, a certificate or certificates
representing the aggregate number and type of shares of Common Stock specified
in said notice.  The share certificate or certificates so delivered shall be in
such denominations as may be specified in such notice or, if such notice shall
not specify denominations, shall be in the amount of the number of shares of
Common Stock for which the Warrant is being exercised, and shall be issued in
the name of the Holder or such other name or names as shall be designated in
such notice.  Such certificate or certificates shall be deemed to have been
issued, and such Holder or any other Person so designated to be named therein
shall be deemed for all purposes to have become a holder of record of such
shares, as of the date the aforementioned notice is received by the Company.
If this Warrant shall have been exercised only in part, the Company shall, at
the time of delivery of the certificate or certificates, deliver to the Holder
a new Warrant evidencing the rights to purchase the remaining shares of Common
Stock called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant, or, at the request of the Holder, appropriate
notation may be made on this Warrant which shall then be returned to the
Holder.  The Company shall pay all expenses, taxes and other charges payable in
connection with the preparation, issuance and delivery of share certificates
and new Warrants, except that, if share certificates or new Warrants shall be
registered in a name or names other than the name of the Holder, funds
sufficient to pay all transfer taxes payable as a result of such transfer shall
be paid by the Holder at the time of delivering the aforementioned notice of
exercise or promptly upon receipt of a written request of the Company for
payment.

         ..  Shares To Be Fully Paid and Nonassessable.  All shares of Common
Stock issued upon the exercise of this Warrant shall be validly issued, fully
paid and nonassessable and free from all preemptive rights of any stockholder,
and from all taxes, liens and charges with respect to the issue





______________________________________
Footnote continued from previous page.

<PAGE>   157

______________________________________


thereof (other than transfer taxes) and, if the Common Stock is then listed on
any national securities exchanges (as defined in the Exchange Act) or quoted on
NASDAQ, be duly listed or quoted thereon, as the case may be.

         ..  No Fractional Shares To Be Issued.  The Company shall not be
required to issue fractions of shares of Common Stock upon exercise of this
Warrant.  If any fraction of a share would, but for this Section, be issuable
upon any exercise of this Warrant, and if the Company shall have elected not to
issue such fraction of a share, in lieu of such fractional share the Company
shall pay to the Holder, in cash, an amount equal to such fraction of the Fair
Market Value per share of outstanding Common Stock of the Company on the
Business Day immediately prior to the date of such exercise.

         ..  Share Legend.  Each certificate for shares of Common Stock issued
upon exercise of this Warrant, unless at the time of exercise such shares are
registered under the Securities Act, shall bear the following legend:

    "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
    AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION
    AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS
    REGISTERED OR QUALIFIED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS
    OR  UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY
    SATISFACTORY TO THE COMPANY THAT REGISTRATION, QUALIFICATION OR OTHER SUCH
    ACTIONS ARE NOT REQUIRED UNDER SAID ACT.  THE OFFERING OF THIS SECURITY HAS
    NOT BEEN REVIEWED OR APPROVED BY ANY STATE SECURITIES ADMINISTRATOR.  THIS
    SECURITY IS BENEFITED BY AND SUBJECT TO A REGISTRATION RIGHTS AGREEMENT,
    DATED AS OF FEBRUARY 25, 1997, BY AND AMONG THE COMPANY AND THE OTHER
    PARTIES LISTED THEREIN, A COPY OF WHICH IS ON FILE WITH THE COMPANY AND
    WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE."

         Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon
completion of a public distribution





______________________________________
Footnote continued from previous page.

<PAGE>   158

______________________________________


pursuant to a registration statement under the Securities Act) shall also bear
such legend unless, in the opinion of counsel selected by the holder of such
certificate (who may be an employee of such holder) reasonably satisfactory to
the Company, the securities represented thereby are no longer subject to
restrictions on resale under the Securities Act.

         ..  Reservation; Authorization.  The Company has reserved and will
keep available for issuance upon exercise of the Warrants the total number of
shares of Common Stock deliverable upon exercise of all Warrants from time to
time outstanding.  The issuance of such shares has been duly and validly
authorized and, when issued and sold in accordance with the Warrants, such
shares will be duly and validly issued, fully paid and nonassessable.

                                    ARTICLE

                       WARRANT AGENCY; TRANSFER, EXCHANGE

                          AND REPLACEMENT OF WARRANTS

         ..  Warrant Agency.  If the Requisite Holders shall request
appointment of an independent warrant agency with respect to the Warrants, the
Company shall promptly appoint and thereafter maintain, at its own expense, an
agency, which agency may be the Company's then existing transfer agent (the
"Warrant Agency"), for certain purposes specified herein, and shall give prompt
notice of such appointment (and appointment of any successor Warrant Agency) to
all holders of Warrants.  Until an independent Warrant Agency is so appointed,
the Company shall perform the obligations of the Warrant Agency  provided
herein at its address at _______________________________ or such other address
as the Company shall specify by notice to all Warrantholders.





______________________________________
Footnote continued from previous page.

<PAGE>   159

______________________________________


         ..  Ownership of Warrant.  The Company may deem and treat the Person
in whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by any
Person other than the Warrant Agency) for all purposes and shall not be
affected by any notice to the contrary, until presentation of this Warrant for
registration of transfer as provided in this Article II.

         ..  Transfer of Warrant.  The Company agrees to maintain at the
Warrant Agency books for the registration of transfers of the Warrants, and
transfer of this Warrant and all rights hereunder shall be registered, in whole
or in part, on such books, upon surrender of this Warrant at the Warrant
Agency, together with a written assignment of this Warrant duly executed by the
Holder or his duly authorized agent or attorney, with (unless the Holder is the
original Warrantholder) signatures guaranteed by a bank or trust company or a
broker or dealer registered with the NASD, and funds sufficient to pay any
transfer taxes payable upon such transfer.  Upon surrender the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees and in the denominations specified in the instrument of assignment,
and this Warrant shall promptly be cancelled.  Notwithstanding the foregoing, a
Warrant may be exercised by a new holder in accordance with the procedures set
forth herein without having a new Warrant issued.  The Warrant Agency shall not
be required to register any transfers if the Holder fails to furnish to the
Company, after a request therefor, an opinion of counsel reasonably
satisfactory to the Company that such transfer is exempt from the registration
requirements of the Securities Act; provided that the Company agrees not to
request an opinion of counsel with respect to transfers by an affiliate of
Banque Indosuez to its employees so long as such persons furnish documentation
reasonably satisfactory to the Company.

         ..  Division or Combination of Warrants.  This Warrant may be divided
or combined with other Warrants upon surrender hereof and of any Warrant or
Warrants with which this Warrant is to be combined at the Warrant Agency,
together with a written notice specifying the names and denominations in which
the new Warrant or Warrants are to be issued, signed by the holders hereof and
thereof or their respective duly authorized agents or attorneys.  Subject to
compliance with Section  2.3 as to any transfer which may be involved in the





______________________________________
Footnote continued from previous page.

<PAGE>   160

______________________________________


division or combination, the Company shall execute and deliver a new Warrant or
Warrants in exchange for the Warrant or Warrants to be divided or combined in
accordance with such notice.

         ..  Loss, Theft, Destruction or Mutilation of Warrants.  Upon receipt
of evidence satisfactory to the Company of the loss, theft, destruction or
mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security reasonably satisfactory to
the Company (the original Warrantholder's indemnity being satisfactory
indemnity in the event of loss, theft or destruction of any Warrant owned by
such holder), or, in the case of any such mutilation, upon surrender and
cancellation of such Warrant, the Company will make and deliver, in lieu of
such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor
and representing the right to purchase the same aggregate number of shares of
Common Stock as provided for in such lost, stolen, destroyed or mutilated
Warrant.

         ..  Expenses of Delivery of Warrants.  The Company shall pay all
expenses, taxes (other than transfer taxes or income taxes of a Holder) and
other charges payable in connection with the preparation, issuance and delivery
of Warrants and shares issuable upon exercise of the Warrants hereunder.

                                    ARTICLE

                                 CERTAIN RIGHTS

         ..  Registration Rights.  The Common Stock issuable upon exercise of
this Warrant is entitled to the benefits of the Registration Rights Agreement
dated as of February 25, 1997, by and among the Company and the other parties
listed therein (the "Registration Rights Agreement").  The Company shall keep a
copy of the Registration Rights





______________________________________
Footnote continued from previous page.

<PAGE>   161

______________________________________


Agreement, and any amendments thereto, at the Warrant Agency and shall furnish
copies thereof to the Holder upon request.

         ..  Contest and Appraisal Rights.  Upon each determination of Fair
Market Value hereunder (other than a determination relating solely to setting
the value of fractional shares), the Company shall promptly give notice thereof
to all Warrantholders, setting forth in reasonable detail the calculation of
such Fair Market Value and the method and basis of determination thereof, as
the case may be.  If the Requisite Holders shall disagree with such
determination and shall, by  notice to the Company given within 30 days after
the Company's notice of such determination, elect to dispute such
determination, such dispute shall be resolved in accordance with this Section
3.2.  In the event that a determination of Market Price, or a determination of
Fair Market Value solely involving Market Price, is disputed, such dispute
shall be submitted, at the Company's expense, to a New York Stock Exchange
member firm selected by the Company and acceptable to the Warrantholders, whose
determination of Fair Market Value and/or Market Price, as the case may be,
shall be binding on the Company and the Warrantholders.  In the event that a
determination of Fair Market Value, other than a determination solely involving
Market Price, is disputed, such dispute shall be resolved through the Appraisal
Procedure.

         ..  Certain Covenants.  The Company covenants and agrees that, until
exercise or cancellation of this Warrant, the Company will deliver to each
Holder:

         ()    As soon as available but not later than ninety (90) days after
the close of the fiscal year of the Company, a consolidated balance sheet of
the Company as at the end of such year and the related consolidated and
consolidating statements of income, of stockholders' equity and of cash flows
for such year, such consolidated statements to be audited by Arthur Andersen
LLP or other "Big Six" accounting firm;

         ()    As soon as available but not later than forty-five (45) days
after the end of each quarter, a consolidated balance sheet of the Company as
at the end of, and the related consolidated statements of income, of
stockholders' equity and of cash flows for the portion of the Company's fiscal
year then





______________________________________
Footnote continued from previous page.

<PAGE>   162

______________________________________


elapsed, all prepared in accordance with generally accepted accounting
principles;

         ()    As soon as available, any and all management letters provided to
the Company's board of directors or audit committee by the Company's auditors;

         ()    As soon as available, any and all reports filed by the Company
under the Securities Act and the Exchange Act; and

         ()    As soon as available, any and all press releases of the Company.

                                    ARTICLE

                            ANTIDILUTION PROVISIONS

         ..  Adjustments Generally.  The Exercise Price and the number of
shares of Common Stock (or other securities or property) issuable upon exercise
of this Warrant shall be subject to adjustment from time to time upon the
occurrence of certain events, as provided in this Article IV.

         ..  Common Stock Reorganization.  If the Company shall after the date
of issuance of this Warrant subdivide its outstanding shares of Common Stock
into a greater number of shares or consolidate its outstanding shares of Common
Stock into a smaller number of shares (any such event being called a "Common
Stock Reorganization"), then (a) the Exercise Price shall be adjusted,
effective immediately after the record date at which the holders of shares of
Common Stock are determined for purposes of such Common Stock Reorganization,
to a price determined by multiplying the Exercise Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the
number of shares of Common





______________________________________
Footnote continued from previous page.

<PAGE>   163

______________________________________


Stock outstanding on such record date before giving effect to such Common Stock
Reorganization and the denominator of which shall be the number of shares of
Common Stock outstanding after giving effect to such Common Stock
Reorganization, and (b) the number of shares of Common Stock subject to
purchase upon exercise of this Warrant shall be adjusted, effective at such
time, to a number determined by multiplying the number of shares of Common
Stock subject to purchase immediately before such Common Stock Reorganization
by a fraction, the numerator of which shall be the number of shares outstanding
after giving effect to such Common Stock Reorganization and the denominator of
which shall be the number of shares of Common Stock outstanding immediately
before such Common Stock Reorganization.

         ..  Common Stock Distribution.  ()  If the Company shall after the
date of issuance of this Warrant issue or otherwise sell or distribute any
shares of Common Stock, otherwise than pursuant to a Common Stock
Reorganization (any such event, including any event described in paragraphs (b)
and (c) below, being herein called a "Common Stock Distribution"), if such
Common Stock Distribution shall be for a consideration per share less than the
Fair Market Value per share of outstanding Common Stock of the Company on the
date of such Common Stock Distribution, or on the first date of the
announcement of such Common Stock Distribution (whichever is less), then,
effective  upon such Common Stock Distribution, the number of shares of Common
Stock purchasable upon exercise of this Warrant shall be adjusted by
multiplying the number of shares of Common Stock subject to purchase upon
exercise of this Warrant by a fraction, the numerator of which shall be the
total number of shares of Common Stock outstanding (and issuable upon exercise
or conversion of outstanding options, warrants and convertible securities)
immediately prior to such Common Stock Distribution plus the number of shares
of Common Stock issued (or deemed to be issued pursuant to paragraphs (b) and
(c) below) in such Common Stock Distribution and the denominator of which shall
be an amount equal to the sum of (A) the number of shares of Common Stock
outstanding (and issuable upon exercise or conversion of outstanding options,
warrants and convertible securities) immediately prior to such Common Stock
Distribution, plus (B) the number of shares of Common Stock which the aggregate
consideration, if any, received by the Company (determined as provided below)
for such Common Stock





______________________________________
Footnote continued from previous page.

<PAGE>   164

______________________________________


Distribution would buy at the Fair Market Value thereof, as of the date
immediately prior to such Common Stock Distribution or as of the date
immediately prior to the date of announcement of such Common Stock Distribution
(whichever is less).  In the event of any such adjustment, the Exercise Price
for each Warrant shall be adjusted to a number determined by dividing the
Exercise Price immediately prior to such Common Stock Distribution by the
fraction used for purposes of the aforementioned adjustment.

         The provisions of this paragraph (a), including by operation of
paragraph (b) or (c) below, shall not operate to increase the Exercise Price or
to reduce the number of shares of Common Stock subject to purchase upon
exercise of this Warrant.

         ()    If the Company shall after the date of issuance of this Warrant
issue, sell, distribute or otherwise grant in any manner (whether directly or
by assumption in a merger or otherwise) any rights to subscribe for or to
purchase, or any warrants or options for the purchase of, Common Stock or any
stock or securities convertible into or exchangeable for Common Stock including
the Company's Class B Common Stock (such rights, warrants or options being
herein called "Options" and such convertible or exchangeable stock or
securities being herein called "Convertible Securities"), whether or not such
Options or the rights to convert or exchange any such Convertible Securities
are immediately exercisable, and the price per share for which Common Stock is
issuable upon the exercise of such Options or upon conversion or exchange of
such Convertible  Securities (determined by dividing (i) the aggregate amount,
if any, received or receivable by the Company as consideration for the granting
of such Options, plus the minimum aggregate amount of additional consideration
payable to the Company upon the exercise of all such Options, plus, in the case
of Options to acquire Convertible Securities, the minimum aggregate amount of
additional consideration, if any, payable upon the issue or sale of such
Convertible Securities and upon the conversion or exchange thereof, by (ii) the
total maximum number of shares of Common Stock issuable upon the exercise of
such Options or upon the conversion or exchange of all such Convertible
Securities issuable upon the exercise of such Options) shall be less than the
Fair Market Value per share of outstanding Common Stock of the Company on the
date of granting such Options or on the date of announcement thereof (whichever
is less), then for purposes of paragraph (a) above, the total maximum number of
shares of Common Stock issuable upon the





______________________________________
Footnote continued from previous page.

<PAGE>   165

______________________________________


exercise of such Options or upon conversion or exchange of the total maximum
amount of such Convertible Securities issuable upon the exercise of such
Options shall be deemed to have been issued as of the date of granting of such
Options and thereafter shall be deemed to be outstanding and the Company shall
be deemed to have received as consideration such price per share, determined as
provided above, therefor.  Except as otherwise provided in paragraph (d) below,
no additional adjustment of the number of shares of Common Stock purchasable
upon the exercise of this Warrant or of the Exercise Price shall be made upon
the actual exercise of such Options or upon conversion or exchange of such
Convertible Securities.

         ()    If the Company shall after the date of issuance of this Warrant
issue, sell or otherwise distribute or grant (whether directly or by assumption
in a merger or otherwise) any Convertible Securities, whether or not the rights
to exchange or convert thereunder are immediately exercisable, and the price
per share for which Common Stock is issuable upon such conversion or exchange
(determined by dividing (i) the aggregate amount received or receivable by the
Company as consideration for the issue, sale or distribution of such
Convertible Securities, plus, the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the conversion or exchange
thereof, by (ii) the total maximum number of shares of Common Stock issuable
upon the conversion or exchange of all such Convertible Securities) shall be
less than the Fair Market Value per share of outstanding Common Stock of the
Company on the date of such issue, sale or distribution or on the date of
announcement thereof (whichever is less), then,  for purposes of paragraph (a)
above, the total maximum number of shares of Common Stock issuable upon
conversion or exchange of all such Convertible Securities shall be deemed to
have been issued as of the date of the issue, sale or distribution of such
Convertible Securities and thereafter shall be deemed to be outstanding and the
Company shall be deemed to have received as consideration such price per share,
determined as provided above, therefor.  Except as otherwise provided in
paragraph (d) below, no additional adjustment of the number of shares of Common
Stock purchasable upon exercise of this Warrant or of the Exercise Price shall
be made upon the actual conversion or exchange of such Convertible Securities.

         ()    If the purchase price provided for in any Option referred to in
paragraph (b) above, the additional





______________________________________
Footnote continued from previous page.

<PAGE>   166

______________________________________


consideration, if any, payable upon the conversion or exchange of any
Convertible Securities referred to in paragraph (b) or (c) above, or the rate
at which any Convertible Securities referred to in paragraph (b) or (c) above
are convertible into or exchangeable for Common Stock shall change at any time
(other than under or by reason of provisions designed to protect against, and
having the effect of protecting against, dilution upon an event which results
in a related adjustment pursuant to this Article IV), the number of shares of
Common Stock purchasable upon exercise of this Warrant and the Exercise Price
then in effect shall forthwith be readjusted (effective only with respect to
any exercise of this Warrant after such readjustment) to the number of shares
of Common Stock purchasable upon exercise of this Warrant and the Exercise
Price which would then be in effect had the adjustment made upon the issue,
sale, distribution or grant of such Options or Convertible Securities been made
based upon such changed purchase price, additional consideration or conversion
rate, as the case may be; provided, however, that such readjustment shall give
effect to such change only with respect to such Options and Convertible
Securities as then remain outstanding.  If, at any time after any adjustment of
the number of shares of Common Stock purchasable upon exercise of each Warrant
or the Exercise Price shall have been made pursuant to this Article IV on the
basis of the issuance of any Option or Convertible Securities or after any new
adjustments of the number of shares of Common Stock purchasable upon exercise
of each Warrant or the Exercise Price shall have been made pursuant to this
paragraph, the right of conversion, exercise or exchange in such Option or
Convertible Securities shall expire or terminate, and the right of conversion,
exercise or exchange in respect of a portion of such Option or Convertible
Securities shall not have been exercised, such  previous adjustment shall be
rescinded and annulled.  Thereupon, a recomputation shall be made of the effect
of such Option or Convertible Securities on the basis of treating the number of
shares of Common Stock, if any, theretofore actually issued or issuable
pursuant to the previous exercise of such right of conversion, exercise or
exchange as having been issued on the date or dates of such conversion,
exercise or exchange and for the consideration actually received and receivable
therefor, and treating any such Option or Convertible Securities which then
remain outstanding as having been granted or issued immediately after the time
of any such issuance for the consideration per share for which shares of Common
Stock are issuable under such Option or Convertible Securities; and, if and to
the extent called for by the foregoing provisions of





______________________________________
Footnote continued from previous page.

<PAGE>   167

______________________________________


this Section on the basis aforesaid, a new adjustment of the number of shares
of Common Stock purchasable upon exercise of each Warrant and the Exercise
Price shall be made, which new adjustment shall supersede (effective only with
respect to any exercise of this Warrant after such readjustment) the previous
adjustment so rescinded and annulled.

         ()    If the Company shall after the date of issuance of this Warrant
pay a dividend or make any other distribution upon any capital stock of the
Company payable in Common Stock, Options or Convertible Securities, then, for
purposes of paragraph (a) above, such Common Stock, Options or Convertible
Securities, as the case may be, shall be deemed to have been issued or sold
without consideration.

         ()    If any shares of Common Stock, Options or Convertible Securities
shall be issued, sold or distributed for cash, the consideration received
therefor shall be deemed to be the amount received by the Company therefor net
of any underwriting commissions or concessions paid or allowed by the Company
in connection therewith.  If any shares of Common Stock, Options or Convertible
Securities shall be issued, sold or distributed for a consideration other than
cash, the amount of the consideration other than cash received by the Company
shall be deemed to be the Fair Market Value of such consideration, after
deduction of any expenses incurred and any underwriting commissions or
concessions paid or allowed by the Company in connection therewith.  If any
shares of Common Stock, Options or Convertible Securities shall be issued in
connection with any merger in which the Company is the surviving corporation,
the amount of consideration therefor shall be deemed to be the Fair Market
Value of such portion of the assets and business of the nonsurviving
corporation as shall be attributable to such  Common Stock, Options or
Convertible Securities, as the case may be.  If any Options shall be issued in
connection with the issue and sale of other securities of the Company, together
comprising one integral transaction in which no specific consideration is
allocated to such Options by the parties thereto, such Options shall be deemed
to have been issued for consideration to be determined pursuant to the
Appraisal Procedure.

         ()    If the Company shall take a record of the holders of the Common
Stock for the purpose of entitling them to





______________________________________
Footnote continued from previous page.

<PAGE>   168

______________________________________


receive a dividend or other distribution payable in Common Stock, Options or
Convertible Securities or to subscribe for or purchase Common Stock, Options or
Convertible Securities, then such record date shall be deemed to be the date of
the issue, sale, distribution or grant of the shares of Common Stock deemed to
have been issued or sold upon the declaration of such dividend or the making of
such other distribution or the date of the granting of such right of
subscription or purchase, as the case may be.

         ()    For purposes of determining whether any adjustment is required
pursuant to this Article IV, any security of the Company having rights
substantially equivalent to the Common Stock as to dividends or upon
liquidation, dissolution or winding up of the Company shall be treated as if
such security were Common Stock.

         ..  Dividends.  If the Company shall after the date of issuance of
this Warrant issue or distribute to all or substantially all holders of shares
of Common Stock evidences of indebtedness, any other securities of the Company
or any property, assets or cash, and if such issuance or distribution does not
constitute a Common Stock Reorganization or a Common Stock Distribution (any
such nonexcluded event being herein called a "Dividend"), (i) the number of
shares of Common Stock subject to purchase upon exercise of this Warrant shall
be increased (but not decreased), effective immediately after the record date
at which the holders of shares of Common Stock are determined for purposes of
such Dividend, to a number determined by multiplying the number of shares of
Common Stock subject to purchase immediately before such Dividend by a
fraction, the numerator of which shall be the Fair Market Value per share of
outstanding Common Stock on such record date and the denominator of which shall
be the Fair Market Value per share of outstanding Common Stock of the Company
on such record date less the then Fair Market Value of the evidences of
indebtedness, securities, cash, or property or other assets issued or
distributed in such Dividend with respect to one share of Common Stock, and
(ii) the Exercise Price shall be decreased (but not increased) to a price
determined by multiplying the Exercise Price then in effect by a fraction, the
numerator of which shall be the number of shares of Common Stock subject to





______________________________________
Footnote continued from previous page.

<PAGE>   169

______________________________________


purchase upon exercise of this Warrant immediately before such Dividend and the
denominator of which shall be the number of shares of Common Stock subject to
purchase upon exercise of this Warrant immediately after such Dividend.  If
after the date of issuance of this Warrant the Company repurchases shares of
Common Stock for a per share consideration which exceeds the Fair Market Value
(as calculated immediately prior to such repurchase), then the number of shares
of Common Stock purchasable upon exercise of this Warrant and the Exercise
Price shall be adjusted in accordance with the foregoing provisions, as if, in
lieu of such repurchases, the Company had (I) distributed a Dividend having a
Fair Market Value equal to the Fair Market Value of all property and cash
expended in the repurchases, and (II) effected a reverse split of the Common
Stock in the proportion required to reduce the number of shares of Common Stock
outstanding from (A) the number of such shares outstanding immediately before
such first repurchase to (B) the number of such shares outstanding immediately
following all the repurchases.

         ..  Capital Reorganization.  If after the date of issuance of this
Warrant there shall be any consolidation or merger to which the Company is a
party, other than a consolidation or a merger in which the Company is a
continuing corporation and which does not result in any reclassification of, or
change (other than a Common Stock Reorganization or a change in par value) in,
outstanding shares of Common Stock, or any sale or conveyance of the property
of the Company as an entirety or substantially as an entirety (any such event
being called a "Capital Reorganization"), then, effective upon the effective
date of such Capital Reorganization, the Holder shall have the right to
purchase, upon exercise of this Warrant, the kind and amount of shares of stock
and other securities and property (including cash) which the Holder would have
owned or have been entitled to receive after such Capital Reorganization if
this Warrant had been exercised immediately prior to such Capital
Reorganization, assuming such holder (i) is not a person with which the Company
consolidated or into which the Company merged or which merged into the Company
or to which such sale or conveyance was made, as the case may be ("constituent
person"), or an Affiliate of a constituent person and (ii) failed to exercise
his rights of election, if any, as to the kind or amount  of securities, cash
or other property receivable upon such Capital Reorganization (provided that if
the kind or amount of securities, cash or other property receivable upon such
Capital Reorganization is not the same for each share of Common Stock held
immediately prior to such consolidation, merger, sale or conveyance by other
than a





______________________________________
Footnote continued from previous page.

<PAGE>   170

______________________________________


constituent person or an Affiliate thereof and in respect of which such rights
of election shall not have been exercised ("non-electing share"), then for the
purposes of this Section the kind and amount of shares of stock and other
securities or other property (including cash) receivable upon such Capital
Reorganization shall be deemed to be the kind and amount so receivable per
share by a plurality of the non-electing shares).  As a condition to effecting
any Capital Reorganization, the Company or the successor or surviving
corporation, as the case may be, shall execute and deliver to each
Warrantholder and to the Warrant Agency an agreement as to the Warrantholder's
rights in accordance with this Section 4.5, providing for subsequent
adjustments as nearly equivalent as may be practicable to the adjustments
provided for in this Article IV.  The provisions of this Section 4.5 shall
similarly apply to successive Capital Reorganizations.

         ..  Certain Other Events.  If any event occurs after the date of
issuance of this Warrant as to which the foregoing provisions of this Article
IV are not strictly applicable or, if strictly applicable, would not, in the
good faith judgment of the Board of Directors of the Company, fairly protect
the purchase rights of the Warrants in accordance with the essential intent and
principles of such provisions, then such Board shall make such adjustments in
the application of such provisions, in accordance with such essential intent
and principles, as shall be reasonably necessary, in the good faith opinion of
such Board, to protect such purchase rights as aforesaid, but in no event shall
any such adjustment have the effect of increasing the Exercise Price or
decreasing the number of shares of Common Stock subject to purchase upon
exercise of this Warrant, or otherwise adversely affect the Warrantholders.

         ..  Adjustment Rules.  ()      Any adjustments pursuant to this
Article IV shall be made successively whenever an event referred to herein
shall occur.

         ()    If the Company shall set a record date to determine the holders
of shares of Common Stock for purposes of a Common Stock Reorganization, Common
Stock Distribution, Dividend or Capital Reorganization, and shall legally
abandon such action prior to effecting such Action, then no adjustment





______________________________________
Footnote continued from previous page.

<PAGE>   171

______________________________________


shall be made pursuant to this Article IV in respect of such action.

         ()    No adjustment in the amount of shares purchasable upon exercise
of this Warrant or in the Exercise Price shall be made hereunder unless such
adjustment increases or decreases such amount or price by one percent or more,
but any such lesser adjustment shall be carried forward and shall be made at
the time and together with the next subsequent adjustment which together with
any adjustments so carried forward shall serve to adjust such amount or price
by one percent or more.

         ()    No adjustment in the Exercise Price shall be made hereunder if
such adjustment would reduce the exercise price to an amount below par value of
the Common Stock, which par value shall initially be $0.01 per share of Common
Stock.

         ()    No adjustment shall be made pursuant to this Article IV in
respect of (i) the issuance (or deemed issuance) or repurchase of shares of
Common Stock in connection with the exercise of the Warrants or (ii) the
issuance of shares of Common Stock in an underwritten public offering managed
by a nationally recognized investment banking firm.

         ..  Proceedings Prior to Any Action Requiring Adjustment.  As a
condition precedent to the taking of any action which would require an
adjustment pursuant to this Article IV, the Company shall take any action which
may be necessary, including obtaining regulatory approvals or exemptions, in
order that the Company may thereafter validly and legally issue as fully paid
and nonassessable all shares of Common Stock which the holders of Warrants are
entitled to receive upon exercise thereof.

         ..  Notice of Adjustment.  Not less than 30 nor more than 40 days
prior to the record date or effective date, as the case may be, of any action
which requires or might require an adjustment or readjustment pursuant to this
Article IV, the Company shall give notice to each Warrantholder of such event,
describing such event in reasonable detail and specifying the record date or
effective date, as the case may be, and, if determinable, the required
adjustment and the





______________________________________
Footnote continued from previous page.

<PAGE>   172

______________________________________


computation thereof.  If the required adjustment is not determinable at the
time of such notice, the Company shall give notice to each Warrantholder of
such adjustment and computation promptly after such adjustment becomes
determinable.  If no Holder objects to  any such notice within 30 days of
receipt of the Company's notice, the adjustment will be deemed accepted by the
Holders.

                                    ARTICLE

                                  DEFINITIONS

         The following terms, as used in this Warrant, have the following
respective meanings:

         "Appraisal Procedure" means a procedure whereby two independent
appraisers, one chosen by the Company and one by the Requisite Holders, shall
mutually agree upon the determinations then the subject of appraisal.  Each
party shall deliver a notice to the other appointing its appraiser within 15
days after the Appraisal Procedure is invoked.  If within 30 days after
appointment of the two appraisers they are unable to agree upon the amount in
question, a third independent appraiser shall be chosen within 10 days
thereafter by the mutual consent of such first two appraisers or, if such first
two appraisers fail to agree upon the appointment of a third appraiser, such
appointment shall be made by the American Arbitration Association, or any
organization successor thereto, from a panel of arbitrators having experience
in the appraisal of the subject matter to be appraised.  The decision of the
third appraiser so appointed and chosen shall be given within 30 days after the
selection of such third appraiser.  If three appraisers shall be appointed and
the determination of one appraiser is disparate from the middle determination
by more than twice the amount by which the other determination is disparate
from the middle determination, then the determination of such appraiser shall
be excluded, the remaining two determinations shall be averaged and such
average shall be binding and conclusive on the Company and the Warrantholders;





______________________________________
Footnote continued from previous page.

<PAGE>   173

______________________________________


otherwise the average of all three determinations shall be binding and
conclusive on the Company and the Warrantholders.  The costs of conducting any
Appraisal Procedure shall be borne by the Warrantholders requesting such
Appraisal Procedure, except (a) the fees and expenses of the appraiser
appointed by the Company and any costs incurred by the Company shall be borne
by the Company, (b) the fees and expenses of the appraiser appointed by the
Requisite Holders shall be borne by the Requisite Holders, and (c) the fees and
expenses of any third appraiser shall be shared equally by the Company and such
Requisite Holders; provided if such Appraisal Procedure shall result in a
determination that is disparate by 5% or more to the benefit of the holder from
the Company's initial  determination, all costs of conducting such Appraisal
Procedure shall be borne by the Company.

         "Business Day" shall mean (a) if any class of Common Stock is listed
or admitted to trading on a national securities exchange, a day on which the
principal national securities exchange on which such class of Common Stock is
listed or admitted to trading is open for business or (b) if no class of Common
Stock is so listed or admitted to trading, a day on which any New York Stock
Exchange member firm is open for business.

         "Capital Reorganization" shall have the meaning set forth in Section
4.5.

         "Closing Price" with respect to any security on any day means (a) if
such security is listed or admitted for trading on a national securities
exchange, the reported last sales price regular way or, if no such reported
sale occurs on such day, the closing bid price regular way on such day, in each
case as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which such class of security is listed or admitted to trading, or (b) if
such security is not listed or admitted to trading on any national securities
exchange, the last quoted sales price, or, if not so quoted, the closing bid
price in the over-the-counter market on such day as reported by NASDAQ or any
comparable system then in use or, if not so reported, as reported by any New
York Stock Exchange member firm reasonably selected by the Company for such
purpose.





______________________________________
Footnote continued from previous page.

<PAGE>   174

______________________________________


         "Common Stock" shall have the meaning set forth in the first paragraph
of this Warrant subject to adjustment pursuant to Article IV.

         "Common Stock Distribution" shall have the meaning set forth in
Section 4.3(a).

         "Common Stock Reorganization" shall have the meaning set forth in
Section 4.2.

         "Company" shall have the meaning set forth in the first paragraph of
this Warrant.

         "Convertible Securities" shall have the meaning set forth in Section
4.3(b).

         "Dividend" shall have the meaning set forth in Section 4.4.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and any similar or successor federal statute, and the rules and regulations of
the Securities and Exchange Commission (or its successor) thereunder, all as
the same shall be in effect at the time.

         "Exercise Period" means the Exercise Period as defined in the Option
Agreement.

         "Exercise Price" shall mean $3.281.

         "Fair Market Value" means the fair market value of the business or
property in question, as determined in good faith by the Board of Directors of
the Company, provided, however, that the Fair Market Value of any security for
which a Closing Price is available shall be the Market Price of such security.
The Fair Market Value of the Company shall be the Fair Market Value of the
Company and its subsidiaries as a going concern.  Notwithstanding the
foregoing, if, at any date





______________________________________
Footnote continued from previous page.

<PAGE>   175

______________________________________


of determination of the Fair Market Value of the Company, the Common Stock of
any class shall then be publicly traded, the Fair Market Value of the Company
on such date shall be the Market Price on such date multiplied by the number of
shares of Common Stock on a fully diluted basis, giving effect to any
consideration to be paid to the Company in connection with the exercise or
conversion of any security.  Notwithstanding the foregoing, the Fair Market
Value of shares of Common Stock to be issued in connection with the grant of
employee stock options will be deemed to be, if lower, the Closing Price on the
date of such sale or grant.

         "Holder" shall have the meaning set forth in the first paragraph of
this Warrant.

         "Market Price" with respect to any security on any day means the
average of the daily Closing Prices of a share or unit of such security for the
10 consecutive Business Days ending on the most recent Business Day for which a
Closing Price is available; provided, however, that in the event that, in the
case of Common Stock, the Market Price is determined during a period following
the announcement by the Company of (A) a dividend or distribution of Common
Stock, or (B) any subdivision, combination or reclassification of Common Stock
and prior to the expiration of 20 Business Days after the ex-dividend date  for
such dividend or distribution, or the record date for such subdivision,
combination or reclassification, then, and in each such case, the Market Price
shall be appropriately adjusted to reflect the current market price per share
equivalent of Common Stock.

         "NASD" means The National Association of Securities Dealers, Inc.

         "NASDAQ" means The National Association of Securities Dealers, Inc.
Automated Quotation System.

         "Option Agreement" means the Option Agreement between the Company and
each of the initial Warrantholders dated the date of original issuance of this
Warrant.





______________________________________
Footnote continued from previous page.

<PAGE>   176

______________________________________


         "Options" shall have the meaning set forth in Section 4.3(b).

         "Registrable Security" shall have the meaning set forth in the
Registration Rights Agreement dated as of February 26, 1997 among the Company
and the Holders of the Warrants.

         "Registration Rights Agreement" shall have the meaning set forth in
Section 3.1.

         "Requisite Holders" means the Holders of Warrants to purchase a
majority of the shares of Common Stock issuable upon exercise of the Warrants
(excluding Warrants held by the Company or any of its subsidiaries) at the time
outstanding.

         "Securities Act" shall mean the Securities Act of 1933, as amended,
and any similar or successor federal statute, and the rules and regulations of
the Securities and Exchange Commission (or its successor) thereunder, all as
the same shall be in effect at the time.

         "Warrant Agency" shall have the meaning set forth in Section 2.1.

         "Warrantholder" means a holder of a Warrant.

         "Warrants" shall have the meaning set forth in the first paragraph of
this Warrant.

                                    ARTICLE

                                 MISCELLANEOUS





______________________________________
Footnote continued from previous page.

<PAGE>   177

______________________________________


         ..  Notices.  All notices, requests, consents and other communications
provided for herein shall be in writing and shall be effective upon delivery in
person, faxed, or mailed by certified or registered mail, return receipt
requested, postage pre-paid, addressed as follows:

       ()    if to the Company, to 5575 Tech Center Drive, Suite 300, Colorado
    Springs, CO 80919, Attention:  President; with a copy to Skadden, Arps,
    Slate, Meagher & Flom LLP, 919 Third Avenue, New York, NY 10022, Attention:
    Randall Doud, Esq. and McDermott, Will & Emery, 1850 K Street N.W., Suite
    450, Washington, DC 20006-2296, Attention:  Robert Jensen, Esq.;

       ()    if to an initial Holder of Warrants, to such Holder c/o Banque
    Indosuez, New York Branch, at 1211 Avenue of the Americas, 7th Floor, New
    York, New York 10036, with a copy to Cahill Gordon & Reindel, 80 Pine
    Street, New York, New York 10005, Attention:  William B. Gannett, Esq., and
    if to any subsequent Holder of Warrants, to it at such address as may have
    been furnished to the Company in writing by such Holder;

or, in any case, at such other address or addresses as shall have been
furnished in writing to the Company (in the case of a holder of Warrants) or to
the Holders of Warrants (in the case of the Company) in accordance with the
provisions of this paragraph.

         ..  Waivers; Amendments.  No failure or delay of the Holder in
exercising any power or right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power.  The rights and remedies of the Holder are cumulative and not
exclusive of any rights or remedies which it would otherwise have.  The
provisions of this Warrant may be amended, modified or waived with (and only
with) the written consent of the Company and the Requisite Holders; provided,
however, that no such amendment, modification or waiver shall,  without the
written consent of each Warrantholder whose interest might be adversely
affected by





______________________________________
Footnote continued from previous page.

<PAGE>   178

______________________________________


such amendment, modification or waiver, (a) change the number of shares of
Common Stock subject to purchase upon exercise of this Warrant, the Exercise
Price or provisions for payment thereof or (b) amend, modify or waive the
provisions of this Section or Articles III or IV.  The provisions of the
Registration Rights Agreement may be amended, modified or waived only in
accordance with the respective provisions thereof.

         Any such amendment, modification or waiver effected pursuant to this
Section or the applicable provisions of the Registration Rights Agreement shall
be binding upon the holders of all Warrants and Warrant Shares, upon each
future holder thereof and upon the Company.  In the event of any such
amendment, modification or waiver the Company shall give prompt notice thereof
to all Warrantholders and, if appropriate, notation thereof shall be made on
all Warrants thereafter surrendered for registration of transfer or exchange.

         No notice or demand on the Company in any case shall entitle the
Company to any other or further notice or demand in similar or other
circumstances.

         ..  Governing Law.  This Warrant shall be construed in accordance with
and governed by the laws of the State of New York without regard to principles
of conflicts of law.

         ..  Survival of Agreements; Representations and Warranties etc.  All
representations, warranties and covenants made by the Company herein or in any
certificate or other instrument delivered by or on behalf of it in connection
with the Warrants shall be considered to have been relied upon by the Holder
and shall survive the issuance and delivery of the Warrants, regardless of any
investigation made by the Holder, and shall continue in full force and effect
so long as any Warrant is outstanding.  All statements in any such certificate
or other instrument shall constitute representations and warranties hereunder.

         ..  Covenants to Bind Successor and Assigns.  All covenants,
stipulations, promises and agreements in this





______________________________________
Footnote continued from previous page.

<PAGE>   179

______________________________________


Warrant contained by or on behalf of the Company shall bind its successors and
assigns, whether so expressed or not.

         ..  Severability.  In case any one or more of the provisions contained
in the Registration Rights Agreement or this Warrant shall be invalid, illegal
or unenforceable in any respect, the validity, legality or enforceability of
the remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby.  The parties shall endeavor in good faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.

         ..  Section Headings.  The sections headings used herein are for
convenience of reference only, are not part of this Warrant and are not to
affect the construction of or be taken into consideration in interpreting this
Warrant.

         ..  No Rights as Stockholder.  This Warrant shall not entitle the
Holder to any rights as a stockholder of the Company.

         ..  No Impairment.  The Company shall not by any action including,
without limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the
rights of the Holder against impairment.  Without limiting the generality of
the foregoing, the Company will (a) not, directly or indirectly, increase the
par value of any shares of Common Stock receivable upon the exercise of this
Warrant above the amount payable therefor upon such exercise immediately prior
to such increase in par value, (b) take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of Common Stock upon the exercise of this Warrant, and
(c) use its commercially reasonable best efforts to obtain all such
authorizations, exemptions or consents from any public





______________________________________
Footnote continued from previous page.

<PAGE>   180

______________________________________


regulatory body having jurisdiction thereof as may be necessary to enable the
Company to perform its obligations under this Warrant.

         ..  Submission to Jurisdiction; Venue.  ()      Any legal action or
proceeding with respect to this Warrant may be brought in the courts of the
State of New York or of the United States for the Southern District of New
York, and, by execution and delivery of this Warrant, the Company irrevocably
accepts for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts.  The
Company further irrevocably consents to the service of process out of any of
the aforementioned courts in any such action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to CT
Corporation Systems at its address at 1633 Broadway, New York, New York  10019,
such service to become effective 30 days after such mailing.  Nothing herein
shall affect the right of the Holder to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
the Company in any other jurisdiction.

         ()    The Company hereby irrevocably waives any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or or in connection with this Warrant brought in the
courts referred to in clause (a) above and hereby further irrevocably waives
and agrees not to plead or claim in any such court that any such action or
proceeding brought in any such court has been brought in an inconvenient forum.





______________________________________
Footnote continued from previous page.

<PAGE>   181

                                      -28-

         IN WITNESS WHEREOF, AMERICAN TELECASTING, INC. has caused this Warrant
to be executed in its corporate name by one of its officers thereunto duly
authorized, and attested by its Secretary or an Assistant Secretary, all as of
the day and year first above written.

                                        AMERICAN TELECASTING, INC.
                                        
                                        By: /s/ AMERICAN TELECASTING, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        

Attest:


-------------------------
Name:
Title:





______________________________________
Footnote continued from previous page.

<PAGE>   182

                                      -29-

                              SUBSCRIPTION NOTICE

                   (To be executed upon exercise of Warrant)

    TO AMERICAN TELECASTING, INC.:

         The undersigned hereby irrevocably elects to exercise the right to
purchase represented by the attached Warrant for, and to purchase thereunder,
_________________ shares of voting Class A Common Stock, as provided for
therein, and tenders herewith payment of the Exercise Price in full in
accordance with the terms of the attached Warrant.

         Please issue a certificate or certificates for such shares of Class A
Common Stock in the following name or names and denominations:

         If said number of shares shall not be all the shares issuable upon
exercise of the attached Warrant, a new Warrant is to be issued in the name of
the undersigned for the balance remaining of such shares less any fraction of a
share paid in cash.

Dated:  _____________, 19__     _______________________________________________

                                Note: The above signature should correspond 
                                      exactly with the name on the face of the
                                      attached Debt Debt Warrant or with the 
                                      name of the assignee appearing in the 
                                      assignment form.



______________________________________
Footnote continued from previous page.

<PAGE>   183

                                      -30-

                                   ASSIGNMENT

                  (To be executed upon assignment of Warrant)

         For value received, ______________________________ hereby sells,
assigns and transfers unto __________________ the attached Warrant, together
with all rights, title and interest therein, and does hereby irrevocably
constitute and appoint _________________ attorney to transfer said Warrant on
the books of American Telecasting, Inc., with full power of substitution in the
premises.


                                   __________________________________________
                                   Note: The above signature should correspond
                                         exactly with the name on the face of 
                                         the attached Warrant.





______________________________________
Footnote continued from previous page.

<PAGE>   184

______________________________________


THIS BOND APPRECIATION RIGHTS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE
TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND APPLICABLE STATE
SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHO MAY
BE AN EMPLOYEE OF SUCH HOLDER) REASONABLY SATISFACTORY TO THE COMPANY THAT
REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER SAID
ACT.  THE OFFERING OF THIS SECURITY HAS NOT BEEN REVIEWED OR APPROVED BY ANY
STATE'S SECURITIES ADMINISTRATOR.

                      BOND APPRECIATION RIGHTS CERTIFICATE

                                RELATING TO THE

                         SENIOR DISCOUNT NOTES DUE 2004

                                       OF

                           AMERICAN TELECASTING, INC.





______________________________________
Footnote continued from previous page.

<PAGE>   185

                                     -2-


No. 1                                             4,500 Bond Appreciation Rights


         This certifies that FOR VALUE RECEIVED INDOSUEZ CM II, INC. or,
subject to the terms hereof, permitted transferees (the "Registered Holder"),
is the registered owner of the number of Bond Appreciation Rights ("BARs")
specified above.  Each BAR represents the equivalent of $1,000 face amount (the
"Equivalent Amount") of Senior Discount Notes due 2004 (the "Notes") of
American Telecasting, Inc., a Delaware corporation (the "Company"), and has an
initial value of $290 (the "BAR Price").  The Equivalent Amount and the BAR
Price are each subject to adjustment as provided in Section 5 hereof.  Upon the
presentation and surrender of this BAR Certificate, with the Exercise Form
attached hereto or a comparable form reasonably acceptable to the Company, duly
completed and executed, at the office of the Company during normal business
hours on any business day the Registered Holder shall be entitled to the
receipt of an amount calculated in the manner set forth in Section 2 hereof.

         This BARs Certificate shall be governed by and construed in accordance
with the internal laws of the State of New York (other than its rules of
conflicts of laws to the extent the application of the laws of another
jurisdiction would be required thereby).

    Procedures for Exercise of BARs.

         During the Exercise Period, a Registered Holder may exercise BARs by
surrendering a BARs Certificate or Certificates together with an Exercise Form
in the form attached hereto.  A BAR shall be deemed to be exercised at the time
immediately prior to the close of business on the business day (the "Exercise
Date") on which the duly executed and completed Exercise Form is received by
the Company at its office at 5575 Tech Center Drive, Suite 300, Colorado
Springs, CO 80919.

<PAGE>   186

                                      -3-

         The term "Exercise Period" shall mean the period beginning at the
earlier of (a) any event of default under the existing terms of the Notes or
(b) 9:00 a.m., New York City time, on June 15, 1999 and ending at 5:00 p.m.,
New York City time, on December 31, 2004.

         This BARs Certificate, upon the surrender hereof (in the manner
described above) by the Registered Holder, may be exchanged without charge for
one or more replacement BARs Certificates of like tenor and date entitling the
Registered Holder to the same aggregate number of BARs as is evidenced by this
surrendered BARs Certificate.

         The BARs represented hereby shall cease to be exercisable upon the
termination of the Exercise Period or earlier upon proper exercise.

    Payment of BAR Value.

         As soon as practicable after each exercise of a BAR, the Company will
pay to the Registered Holder in cash an amount (the "BAR Value") equal to the
excess of (A) the then current Market Price (as defined below) of the
Equivalent Amount as to which the BAR has been exercised over (B) the BAR Price
of the Equivalent Amount.

         "Market Price" of any security on any day means (i) the average bid
prices of three dealers who make a market in the security, which such dealers
shall be selected by a majority in interest of the Registered Holders, or (ii)
if such quotes are not so available or reported as determined by a majority in
interest of the Registered Holders and noticed to the Company, the fair
saleable value (the "Appraised Value") of such security (determined without
giving effect to any discount for (i) a minority interest or (ii) any lack of
liquidity) on such date, as determined in good faith by the Company's Board of
Directors, or if a majority in interest of the Registered Holders elect to
dispute such Appraised Value, the fair market value as determined in accordance
with the terms of Section 3(b).

    Determination and Payment of BAR Value.

<PAGE>   187

                                      -4-

         Determination and Payment.  Except as set forth in Section 3(b), the
BAR Value with respect to any exercise of BARs hereunder shall be determined
within 5 days of the Exercise Date and, subject to Section 4, shall be payable
in the manner provided below within one business day following the date of such
determination.  Payment of the BAR Value shall be made by wire transfer of
immediately available (same day) funds to an account in a bank located in the
United States designated by the Holder for such purpose.

         Appraisal.  If in determining the BAR Value it is necessary to
determine the Appraised Value of the Notes or other securities and a majority
in interest of the Registered Holders elects to dispute the determination made
by the Company, the Appraised Value shall be determined by two independent
appraisers, one chosen by the Company and one by a majority in interest of the
Registered Holders.  If within 20 days after appointment of the two appraisers
they are unable to agree upon the amount in question, a third independent
appraiser shall be chosen within 10 days thereafter by the mutual consent of
such first two appraisers or, if such first two appraisers fail to agree upon
the appointment of a third appraiser, such appointment shall be made by the
American Arbitration Association, or any organization successor thereto, from a
panel of arbitrators having experience in the appraisal of the subject matter
to be appraised.  The decision of the third appraiser so appointed and chosen
shall be given within 30 days after the selection of such third appraiser.  If
three appraisers shall be appointed and the determination of one appraiser is
disparate from the middle determination by more than twice the amount by which
the other determination is disparate from the middle determination, then the
determination of such appraiser shall be excluded, the remaining two
determinations shall be averaged and such average shall be binding and
conclusive on the Company and the Registered Holders; otherwise the average of
all three determinations shall be binding and conclusive on the Company and the
Registered Holders.  The costs of conducting any appraisal shall be borne as
follows:  (a) the fees and expenses of the appraiser appointed by the Company
and any costs incurred by the Company shall be borne by the Company,  (b) the
fees and expenses of the appraiser appointed by the Registered Holders and any
costs incurred by the Registered Holders shall be borne by the Registered
Holders and (c) the fees and expenses of any third appraiser shall be shared
equally by the Company and the Registered Holders electing such appraisal;
provided if such Appraised Value shall result in a determination that is
disparate by 5% or more from the Company's initial

<PAGE>   188

                                      -5-

determination, all costs of conducting such appraisal procedure shall be borne
by the Company.

    Non-Cash Payment Upon Exercise.

         Right to Pay in Other Securities.  Notwithstanding anything to the
contrary set forth in this Agreement, if on the date of exercise of any of the
BARs hereunder, the Company shall be prohibited from paying cash by the terms
of any loan or other agreement by which it is bound, the Registered Holder may
elect to receive, in lieu of all or a part of the BAR Value otherwise payable
in cash in respect of such exercise, (i) if permitted by the terms of the
Company's then existing agreements, Notes having an aggregate current Market
Value on the Exercise Date with respect to such exercise equal to such BAR
Value or (ii) if permitted by the terms of the Company's then existing
agreements, debt securities substantially similar to the Notes, in a form
mutually acceptable to the Company and the Registered Holder, having an
aggregate current Market Value on the Exercise Date with respect to such
exercise equal to such BAR Value.

         Prohibition on Payment.  The Company is not a party to any agreement
which would restrict the Company's ability to pay the BAR Value in cash.  The
Company agrees that it will not, without the consent of the Registered Holders
of a majority of the BARs at the time then outstanding, enter into any
agreement or amend any existing agreement which would prohibit or otherwise
limit the Company's ability to make cash payments or payments in the form of
Notes or other securities upon exercise of the BARs.

    Adjustments.

         Adjustment or Substitution of Notes and Price.  In the event that the
Notes are changed into or exchanged for a different kind or number of debt
securities, or equity or other securities (including warrants or rights to
acquire stock or securities) or assets (including cash) of the Company or stock
or securities or assets (including cash) of another corporation, then an
appropriate and equitable adjustment shall be made in the number and kind of
securities or other assets the Market Value of which determines the BAR Value
payable in respect of exercises of any BARs hereunder, and/or in the kind of

<PAGE>   189

                                      -6-

securities deliverable under Section 4, so as to prevent the dilution of rights
represented by the BARs granted hereunder.  In the event of a transaction
(including a tender or exchange offer) in which the Notes are changed into or
exchanged for shares of stock or securities of another corporation, that other
corporation shall expressly assume the due and punctual observance and
performance of each and every covenant and condition of this Agreement to be
performed and observed by the Company and all the obligations and liabilities
hereunder, subject to such modifications as may be deemed appropriate (as
determined in good faith by resolution of the Board of Directors of the
Company) in order to provide for adjustments which shall be as nearly
equivalent as practicable to the adjustments provided for in this Section 5(a).
In the event that the Company shall make any direct or indirect payment or
distribution to more than 50% of the holders of Notes, other than payments of
interest, the BAR Price shall be adjusted downward to reflect fully any such
payment or distribution.  The foregoing provisions of this Section 5(a) shall
similarly apply to successive reorganizations, tender offers, exchange offers
and other transactions.

         Notice of Adjustments.  Whenever an adjustment is made pursuant to
Section 5(a), the Company shall promptly prepare a certificate to be executed
by the chief financial officer of the Company setting forth, in reasonable
detail, the event requiring the adjustment and the method by which such
adjustment was calculated, specifying the number and kind of securities or
other assets the current Market Value of which determines the BAR Value payable
in respect of exercises of BARs hereunder and/or the kind of securities
deliverable under Section 4, as the case may be, after giving effect to such
adjustment or change.  The Company shall promptly cause a signed copy of such
certificate to be delivered to each Holder.  The Company shall keep at its
office copies of all such certificates and cause the same to be available for
inspection at said office during normal business hours by any Holder.

         Notice of Other Corporate Actions.  The Company shall promptly give
notice to each Holder of any other corporate action for which notice is given
to holders of Notes of the Company.

    Assignability.

<PAGE>   190

                                      -7-

         This BARs Certificate shall be transferable, in whole or in part, upon
surrender of this BARs Certificate to the Company, together with a written
assignment of the BARs certificate, on the Form of Assignment attached hereto
or in other form reasonably satisfactory to the Company, duly executed by the
Registered Holder hereof or his duly appointed legal representative.  If less
than all of the BARs Certificate is being transferred, a new BARs Certificate
or BARs Certificates shall be issued to the Registered Holder for the portion
of the BARs Certificate not being transferred.

    Expenses.

         The Company shall promptly reimburse the Registered Holders for all
reasonable fees (including reasonable attorney fees and expenses) incurred by
such Registered Holder in connection with the enforcement of its rights
hereunder.

    Severability of Provisions.

         Whenever possible, each provision hereof shall be interpreted in a
manner as to be effective and valid under applicable law, but if any provision
hereof is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating or otherwise adversely affecting the remaining
provisions hereof.  If a court of competent jurisdiction should determine that
a provision hereof would be valid or enforceable if a period of time were
extended or shortened or a particular percentage were increased or decreased,
then such court may make such change as shall be necessary to render the
provision in question effective and valid under applicable law.

    Governing Law.

         This Agreement shall be construed in accordance with and governed by
the laws of the State of New York without regard to principles of conflicts of
law.

    Headings.

<PAGE>   191

                                      -8-

         The headings of the paragraphs in this BARs Certificate are for
convenience of reference only and shall not define, limit or affect any of the
provisions hereof.

    Replacement of BARs.

         Upon receipt of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of any BARs Certificate and

         in the case of any such loss, theft or destruction of any BARs
    Certificate, upon delivery of indemnity reasonably satisfactory to the
    Company, or

         in the case of any such mutilation, upon surrender of such BARs
    Certificate for cancellation at the principal office of the Company,

the Company at its expense will execute and deliver, in lieu thereof, a new
BARs Certificate of like tenor.

    No Rights or Liabilities as Stockholder.

         Nothing contained in this BARs Certificate shall be construed as
conferring upon the Registered Holder hereof any rights as a stockholder of the
Company, or as imposing any liabilities on such Holder as a stockholder of the
Company or, to purchase any securities of the Company, whether such liabilities
are asserted by the Company or by creditors or stockholders of the Company or
by any other person.

         IN WITNESS WHEREOF, the Company has caused this BARs Certificate to be
duly exercised, manually or in facsimile, by two of its officers thereunto duly
authorized.


Dated:  February 26, 1997               AMERICAN TELECASTING, INC.


                                        By: /s/ AMERICAN TELECASTING, INC.
                                            -----------------------------------

<PAGE>   192

                                     -9-

                                            Name:
                                            Title:


                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:

<PAGE>   193

                                     -10-

                                EXERCISE FORM

                   To be executed by the Registered Holder

                               to exercise BARs

         The undersigned Registered Holder hereby irrevocably elects to
exercise _____ BARs represented by this BARs Certificate and requests that cash
in an amount equal to the aggregate BAR Value be paid to [payment instructions]

and if such number of BARs shall not equal the number of BARs represented by
this BARs Certificate, irrevocably requests that a new BARs Certificate for the
balance of such BARs be registered in the name of, and delivered to, the
Registered Holder at the address stated below.


Dated:  __________, ____

                                            -----------------------------------
                                            -----------------------------------
                                            -----------------------------------
                                            Address


                                            -----------------------------------
                                            Social Security or Other
                                            Identifying Number



                                            -----------------------------------
                                            Signature Guaranteed

<PAGE>   194

                                      -11-

                               FORM OF ASSIGNMENT

                    To be executed by the Registered Holder

                                to transfer BARs

         FOR VALUE RECEIVED, ____________________ hereby sells, assigns, and
transfers unto

         Name:
               ------------------------------------------------------
         Address:
                  ---------------------------------------------------
         Zip Code:
                   --------------------------------------------------

         ------------------------------------------------------------
                  Social Security or Other Identifying Number

                             [please print or type]

__________ of the BARs represented by this BARs Certificate, and hereby
irrevocably constitutes and appoints ___________

____________________ Attorney to transfer this BARs Certificate on the books of
the Company, with full power of substitution.


    Dated:  __________, ___

                                            -----------------------------------
                                            Signature Guaranteed

THE SIGNATURE TO THE EXERCISE FORM OR FORM OF ASSIGNMENT MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS BARs

<PAGE>   195

                                      -12-

CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY
HAVING AN OFFICE OR CORRESPONDENT IN THE UNITED STATES OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE, UNLESS THE REGISTERED HOLDER WOULD ITSELF BE ABLE TO
PROVIDE A SIGNATURE GUARANTEE IN WHICH CASE A SIGNATURE GUARANTEE SHALL NOT BE
NECESSARY.

<PAGE>   196
                                                              EXHIBIT C-2 TO THE
                                                                CREDIT AGREEMENT

                          SECURITIES PLEDGE AGREEMENT

          This SECURITIES PLEDGE AGREEMENT (the "Agreement"), dated as of
February 26, 1997, made by AMERICAN TELECASTING, INC., a Delaware corporation
having an office at 5575 Tech Center Drive, Suite 300, Colorado Springs, CO
80919 (the "Pledgor"), in favor of BANQUE INDOSUEZ, NEW YORK BRANCH, having an
office at 1211 Avenue of the Americas, New York, New York 10036, as pledgee,
assignee and secured party, in its capacity as collateral agent (in such
capacities and together with any successors in such capacities, the "Collateral
Agent") for the lending institutions (the "Banks") under the Credit Agreement
(as hereinafter defined).

                               R E C I T A L S :

          Pursuant to a certain credit agreement, dated as of the date hereof
(as amended, amended and restated, supplemented or otherwise modified from time
to time, the "Credit Agreement"; unless otherwise defined herein, capitalized
terms used herein have the meanings assigned to them in the Credit Agreement),
among the Pledgor, the Banks and Banque Indosuez, New York Branch, as Agent for
the Banks, the Banks have agreed to make to or for the account of the Pledgor
certain Loans up to an aggregate principal amount of $17,000,000.

         The Pledgor is the legal and beneficial owner of the Pledged
Collateral (as hereinafter defined) pledged by it.

         It is a condition precedent to the obligations of the Banks to make
the Loans under the Credit Agreement that the Pledgor execute and deliver the
applicable Credit Documents, including this Agreement.

         This Agreement is given by the Pledgor in favor of Collateral Agent
for its benefit and the benefit of the Banks and the Agent (collectively, the
"Secured Parties") to secure the payment and performance of all of the Secured
Obligations (as defined in Section 2).
<PAGE>   197
                              A G R E E M E N T :

          NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt   and sufficiency of which are
hereby acknowledged, the Pledgor and Collateral Agent hereby agree as follows:

          Pledge.  As collateral security for the payment and performance when
due of all the Secured Obligations, the Pledgor hereby pledges, assigns,
transfers and grants to Collateral Agent for the benefit of the Secured
Parties, a continuing first priority security interest in and to all of the
right, title and interest of the Pledgor in and to the following property,
whether now existing or hereafter acquired, (collectively, the "Pledged
Collateral"):

         the issued and outstanding shares of capital stock described on
    Schedule I hereto ("the Pledged Shares"), including the certificates
    representing the Pledged Shares and any interest of the Pledgor in the
    entries on the books of any financial intermediary pertaining to the
    Pledged Shares;

         all additional shares of capital stock of any issuer of the Pledged
    Shares from time to time acquired by the Pledgor in any manner (which
    securities shall be deemed to be part of the Pledged Shares) and the
    certificates representing such additional securities and any interest of
    the Pledgor in the entries on the books of any financial intermediary
    pertaining to such additional securities;

         all intercompany notes described on Schedule II hereto (the
    "Intercompany Notes") now owned or held by Pledgor and from time to time
    acquired by Pledgor in any way, and all certificates or instruments
    evidencing such Intercompany Notes and all proceeds thereof, all accessions
    thereto and substitutions therefor;

         all dividends, cash, options, warrants, rights, instruments,
    distributions, returns of capital, income, profits and other property,
    interests or proceeds from time to time received, receivable or otherwise
    distributed to the Pledgor in respect of or in exchange for any or all of
    the Pledged Shares (collectively, "Distributions"); and
<PAGE>   198
         all Proceeds (as defined under the Uniform Commercial Code as in
    effect in any relevant jurisdiction (the "UCC") or under other relevant
    law) of any of the foregoing, and in any event, including, without
    limitation, any and all (i) proceeds of any insurance (except  payments
    made to a Person which is not a party to this Agreement), indemnity,
    warranty or guarantee payable to Collateral Agent or to the Pledgor from
    time to time with respect to any of its respective Pledged Collateral, (ii)
    payments (in any form whatsoever) made or due and payable to the Pledgor
    from time to time in connection with any requisition, confiscation,
    condemnation, seizure or forfeiture of all or any part of its respective
    Pledged Collateral by any Governmental Authority (or any person acting
    under color of a Governmental Authority), (iii) instruments representing
    obligations to pay amounts in respect of Pledged Shares, (iv) products of
    the Pledged Collateral and (v) other amounts from time to time paid or
    payable under or in connection with any of the Pledged Collateral.

         Secured Obligations.  This Agreement secures, and the Pledged
Collateral is collateral security for, the payment and performance in full when
due, whether at stated maturity, by acceleration or otherwise (including,
without limitation, the payment of interest and other amounts which would
accrue and become due but for the filing of a petition in bankruptcy or the
operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11
U.S.C. Section 362(a)) of (i) all Obligations of the Pledgor now existing or
hereafter arising under or in respect of the Credit Agreement (including,
without limitation, the obligations of the Pledgor to pay principal, interest
and all other reasonable charges, fees, expenses, commissions, reimbursements,
premiums, indemnities and other payments related to or in respect of the
Obligations contained in the Credit Agreement), and (ii) without duplication of
the amounts described in clause (i), all Obligations of the Pledgor now
existing or hereafter arising under or in respect of this Agreement or any
other Security Document, including, without limitation, with respect to all
reasonable charges, fees, expenses, commissions, reimbursements, premiums,
indemnities and other payments related to or in respect of the obligations
contained in this Agreement (the obligations described in clauses (i) and (ii),
collectively, the "Secured Obligations").

          No Release.  Subject to Section 18 of this Agreement, nothing set
forth in this Agreement shall relieve the Pledgor from the performance of any
term, covenant, condition on the Pledgor's part to be performed or observed
<PAGE>   199
under or in respect of any of the Pledged Collateral or from any liability to
the Person under or in respect of any of the  Pledged Collateral or shall
impose any obligation on Collateral Agent or any Secured Party to perform or
observe any such term, covenant, condition or agreement on the Pledgor's part
to be so performed or observed or shall impose any liability on Collateral
Agent or any Secured Party for any act or omission on the part of the Pledgor
relating thereto or for any breach of any representation or warranty on the
part of the Pledgor contained in this Agreement, or any other Credit Document
or under or in respect of the Pledged Collateral or made in connection herewith
or therewith.  Subject to Section 18 of this Agreement, the obligations of the
Pledgor contained in this Section 3 shall survive the termination of this
Agreement and the discharge of the Pledgors' other obligations under this
Agreement and the other Credit Documents.

          Delivery of Pledged Collateral.

          All certificates, agreements or instruments representing or
evidencing the Pledged Collateral, to the extent not previously delivered to
Collateral Agent, shall immediately upon receipt thereof by the Pledgor be
delivered to and held by or on behalf of Collateral Agent pursuant hereto.  All
Pledged Collateral shall be in suitable form for transfer by delivery or shall
be accompanied by duly executed instruments of transfer or assignment in blank
(with signatures appropriately guaranteed), all in form and substance
satisfactory to Collateral Agent.  Subject to the provisions of Section 29 of
this Agreement, Collateral Agent shall have the right, at any time upon the
occurrence and during the continuance of an Event of Default, to endorse,
assign or otherwise transfer to or to register in the name of Collateral Agent
or any of its nominees any or all of the Pledged Collateral.  Collateral Agent
shall provide the Pledgor with notice of any endorsement, assignment or other
transfer made pursuant to the preceding sentence.  In addition, upon the
occurrence and during the continuance of an Event of Default, Collateral Agent
shall have the right at any time to exchange certificates representing or
evidencing Pledged Collateral for certificates of smaller or larger
denominations.

          If an issuer of Pledged Shares is incorporated in a jurisdiction
which does not permit the use of certificates to evidence equity ownership,
then the Pledgor shall, to the extent permitted by applicable law, record such
pledge on the stock register of such issuer, execute any customary stock pledge
forms or other documents necessary or appropriate to complete the pledge and
give Collateral Agent the right to
<PAGE>   200
transfer the Pledged Shares under the terms hereof and provide to Collateral
Agent an opinion of counsel, in form and substance satisfactory to Collateral
Agent, confirming such pledge.

          Notwithstanding any provision of this Section 4 to the contrary, if
the exercise of any rights provided in this Section 4 or Section 10 relates to
the ownership or control of any radio, television or other license, permit,
certificate or approval granted or issued by the FCC or any other Governmental
Authority (including, without limitation, any multichannel or single channel
multipoint distribution service, local multipoint distribution service,
operational- fixed microwave service, cable television relay service station,
business radio, instructional television fixed service, earth station or
experimental licenses or permits issued by the FCC) (each, a "Governmental
License") held by the Pledgor or a subsidiary of the Pledgor and it may be
necessary to obtain the consent or approval of the FCC prior to the exercise of
such rights, the provisions of Section 29 of this Agreement shall apply.

          Supplements, Further Assurances.

          The Pledgor agrees that at any time and from time to time, at the
sole cost and expense of such Pledgor, the Pledgor shall promptly execute and
deliver all further instruments and documents, including, without limitation,
supplemental or additional UCC-1 financing statements, and take all further
action that may be necessary or that Collateral Agent may reasonably request,
in order to perfect and protect the pledge, security interest and Lien granted
or purported to be granted hereby or to enable Collateral Agent to exercise and
enforce its rights and remedies hereunder with respect to any Pledged
Collateral.

          The Pledgor shall, upon obtaining any Pledged Shares of any Person
promptly (and in any event within three Business Days) deliver to Collateral
Agent a pledge amendment, duly executed by the Pledgor, in substantially the
form of Exhibit 1 hereto (the "Pledge Amendment"), in respect of the additional
Pledged Shares which are to be pledged pursuant to this Agreement, and
confirming the attachment of the Lien hereby created on and in respect of such
Pledged Collateral.  The Pledgor hereby authorizes Collateral Agent to attach
each Pledge Amendment to this Agreement and agrees that all Pledged Shares
listed on any Pledge Amendment delivered to Collateral  Agent shall for all
purposes hereunder be considered Pledged Collateral.
<PAGE>   201
     Representations, Warranties and Covenants.  The Pledgor represents,
warrants and covenants as follows (as to itself only):

         No Liens.  The Pledgor is, and at the time of any delivery of any
    Pledged Collateral to Collateral Agent pursuant to Section 4 of this
    Agreement will be, the sole legal and beneficial owner of the Pledged
    Collateral pledged by it pursuant to this Agreement.  All Pledged
    Collateral is on the date hereof, and will be be, so owned by the Pledgor,
    as applicable, free and clear of any Lien except for the Lien created by
    this Agreement.

         Authorization, Enforceability.  The Pledgor has the requisite
    corporate power, authority and legal right to pledge and grant a security
    interest in all of the Pledged Collateral pledged by it pursuant to this
    Agreement, and this Agreement constitutes the legal, valid and binding
    obligation of the Pledgor, enforceable against the Pledgor in accordance
    with its terms.

         No Consents, etc.  No consent of any party (including, without
    limitation, any stockholders or creditors of the Pledgor) and no consent,
    authorization, approval, or other action by, and no notice to or filing
    with, any Governmental Authority or regulatory body or other Person is
    required either (x) for the pledge by the Pledgor of the Pledged Collateral
    pledged by it pursuant to this Agreement or for the execution, delivery or
    performance of this Agreement by the Pledgor, or (y) for the exercise by
    Collateral Agent of the voting or other rights provided for in this
    Agreement, or (z) for the exercise by Collateral Agent of the remedies in
    respect of the Pledged Collateral pursuant to this Agreement; provided,
    however, that under the Communications Act and the rules and regulations of
    the FCC, FCC consent may be required prior to the transfer of control or
    assignment of any Governmental License issued by the FCC, or the exercise
    of any voting rights or management over the Pledgor or an issuer of Pledged
    Shares to the extent it holds, owns or controls any Governmental License
    issued by the FCC.

         Due Authorization and Issuance.  All of the Pledged Shares have been,
    and to the extent hereafter issued will be upon such issuance, duly
    authorized and validly issued and fully paid and nonassessable.
<PAGE>   202
         Chief Executive Office.  The Pledgor's chief executive office is
    located at 5575 Tech Center Drive, Suite 300, Colorado Springs, Colorado
    80919.  Pledgor shall not move its chief executive office except to such
    new location as Pledgor may establish in accordance with the last sentence
    of this Section 6(e).  Pledgor shall not establish a new location for its
    chief executive office nor shall it change its name until (i) it shall have
    given Collateral Agent not less than 45 days' prior written notice of its
    intention so to do, clearly describing such new location or name and
    providing such other information in connection therewith as Collateral
    Agent or any Secured Party may request, and (ii) with respect to such new
    location or name, Pledgor shall have taken all action satisfactory to
    Collateral Agent and the Secured Parties to maintain the perfection and
    priority of the security interest of Collateral Agent for the benefit of
    the Secured Parties in the Pledged Collateral intended to be granted
    hereby.

         Delivery of Pledged Collateral; Filings.  The Pledgor has delivered to
    Collateral Agent all certificates representing the Pledged Shares and
    Intercompany Notes and has caused to be filed with the Secretary of State
    of the State of New York, the State of incorporation of the Pledgor and the
    State of Colorado, which is the State of the chief executive office of the
    Pledgor, UCC-1 financing statements evidencing the Lien created by this
    Agreement, and such delivery, filing and pledge of the Pledged Collateral
    pursuant to this Agreement creates a valid and perfected first priority
    security interest in the Pledged Collateral securing the payment of the
    Secured Obligations pursuant to the UCC, including, without limitation, the
    UCC as in effect in the States of New York, the State of incorporation of
    the Pledgor and the State of Colorado, which is the State of the chief
    executive office of the Pledgor.

         Pledged Collateral.  All information set forth herein, including the
    Schedules annexed hereto, and all information contained in any documents,
    schedules and lists heretofore delivered to any Secured Party in connection
    with this Agreement, in each case, relating to the  Pledged Collateral is
    accurate and complete in all respects.

         No Violations, etc.  The pledge of the Pledged Collateral pursuant to
    this Agreement does not violate Regulation G, T, U or X of the Federal
    Reserve Board.
<PAGE>   203
         Ownership of Pledged Collateral.  Except as otherwise permitted by the
    Credit Agreement, the Pledgor at all times will be the sole beneficial
    owner of the Pledged Collateral pledged by it pursuant to this Agreement.

         No Options, Warrants, etc.  Except as disclosed in the Credit
    Agreement, there are no options, warrants, calls, rights, commitments or
    agreements of any character to which the Pledgor is a party or by which it
    is bound obligating the Pledgor to issue, deliver or sell or cause to be
    issued, delivered or sold, additional securities of any issuer of the
    Pledged Shares or obligating any issuer of the Pledged Shares to grant,
    extend or enter into any such option, warrant, call, right, commitment or
    agreement.  There are no voting trusts or other agreements or
    understandings to which the Pledgor or any issuer of the Pledged Shares is
    a party with respect to the voting of the securities of any issuer of the
    Pledged Shares.

         Endorsement, Assignment or Pledge of Instruments.  None of the Pledged
    Collateral is, as of the date of this Agreement, and as to Pledged
    Collateral which arises from time to time after such date will be,
    evidenced by any instrument, note or chattel paper, except such as have
    been or will be endorsed, assigned or pledged and delivered to Collateral
    Agent by Pledgors simultaneously with the creation thereof.

         Systems.  The Pledged Shares include the Pledgor's interest in each
    Credit Party operating Systems or holding System Agreements.

         Voting Rights; Distributions; etc.

         So long as no Event of Default shall have occurred and be continuing:

         The Pledgor shall be entitled to exercise any and all voting and other
    consensual rights pertaining to  the Pledged Shares pledged by it pursuant
    to this Agreement or any part thereof for any purpose not inconsistent with
    the terms or purpose of this Agreement or any of the other Credit Documents
    and each Pledgor shall not in any event exercise such rights in any manner
    which may have an adverse effect on the value of
<PAGE>   204
    its respective Pledged Collateral or the security intended to be provided by
    this Agreement.

         Subject to the terms of the Credit Agreement, each Pledgor shall be
    entitled to receive and retain, and to utilize free and clear of the Lien
    of this Agreement, any and all Distributions, but only if and to the extent
    made in accordance with the provisions of the Credit Agreement; provided,
    however, that any and all such Distributions consisting of rights or
    interests in the form of securities shall be, and shall be forthwith
    delivered to Collateral Agent to hold as Pledged Collateral and shall, if
    received by the Pledgor, be received in trust for the benefit of Collateral
    Agent, be segregated from the other property or funds of such Pledgor, and
    be forthwith delivered to Collateral Agent as Pledged Collateral in the
    same form as so received (with any necessary endorsement).

         Collateral Agent shall be deemed without further action or formality
    to have granted to each Pledgor all necessary consents relating to voting
    rights and shall, if necessary, upon written request of the Pledgor and at
    such Pledgor's sole cost and expense, from time to time execute and deliver
    (or cause to be executed and delivered) to such Pledgor all such
    instruments as such Pledgor may reasonably request in order to permit such
    Pledgor to exercise the voting and other rights which it is entitled to
    exercise pursuant to Section 7(a)(i) hereof and to receive the
    Distributions which it is authorized to receive and retain pursuant to
    Section 7(a)(ii) hereof.

         Upon the occurrence and during the continuance of an Event of Default:

         All rights of the Pledgor to exercise the voting and other consensual
    rights it would otherwise be entitled to exercise pursuant to Section
    7(a)(i) hereof without any action or the giving of any notice shall cease,
    and all such rights shall thereupon become vested in Collateral Agent,
    which shall thereupon have the sole right to  exercise such voting and
    other consensual rights; provided, however, to the extent the Pledgor or an
    issuer of Pledged Shares hold, own or control any Governmental License
    issued by
<PAGE>   205
    the FCC, if and to the extent required under the Communications Act or the
    FCC's rules, until the FCC has consented to a transfer of control or
    assignment of Pledgor, an issuer of Pledged Shares, or such Governmental
    License issued by the FCC, Pledgor shall continue to exercise the voting
    and other consensual rights.

         All rights of the Pledgor to receive Distributions which it would
    otherwise be authorized to receive and retain pursuant to Section 7(a)(ii)
    hereof shall cease and all such rights shall thereupon become vested in
    Collateral Agent, which shall thereupon have the sole right to receive and
    hold as Pledged Collateral such Distributions.

         Subject to any necessary prior or subsequent FCC approval, Collateral
    Agent shall be entitled to the appointment, as a matter of right and
    without giving notice to the Pledgor, of a receiver with respect to the
    Pledged Collateral, without regard to the adequacy or inadequacy of any
    Pledged Collateral for the Secured Obligations or the solvency or
    insolvency of any person or entity then legally or equitably liable for the
    Secured Obligations or any portion thereof, and each Pledgor does hereby
    irrevocably consent to such appointment.  Any such receiver shall have all
    the usual qualifications, powers and duties of receivers in similar cases,
    including the full power to conduct the business of the Pledgors.

          The Pledgor shall, at such Pledgor's sole cost and expense, from time
to time execute and deliver to Collateral Agent and any other Person directed
by Collateral Agent, appropriate instruments as Collateral Agent may request in
order to permit Collateral Agent to exercise the voting and other rights which
it may be entitled to exercise pursuant to Section 7(b)(i) hereof and to
receive all Distributions which it may be entitled to receive under Section
7(b)(ii) hereof.

          All Distributions which are received by the Pledgor contrary to the
provisions of Section 7(b)(ii) hereof shall be received in trust for the
benefit of Collateral Agent, shall be segregated from other funds of such
Pledgor and shall immediately be paid over to Collateral Agent as Pledged
Collateral in the same form as so received (with any necessary endorsement).

          Transfers and Other Liens; Additional Shares; Principal Office.

          The Pledgor shall not (i) sell, convey, assign or otherwise dispose
of, or grant any option, right or warrant
<PAGE>   206
with respect to, any of the Pledged Collateral pledged by it pursuant to this
Agreement, (ii) create or permit to exist any Lien upon or with respect to any
Pledged Collateral pledged by it pursuant to this Agreement other than the Lien
granted to Collateral Agent under this Agreement, or (iii) permit any issuer of
the Pledged Shares to merge, consolidate or change its legal form unless a
majority of the outstanding capital stock of the surviving or resulting
corporation is, upon such merger or consolidation, pledged to Collateral Agent
pursuant to a pledge agreement in form and substance, satisfactory to
Collateral Agent, and no cash, securities or other property is distributed in
respect of the outstanding shares of any other constituent corporation.

          The Pledgor shall (i) cause each issuer of the Pledged Shares not to
issue any stock or other securities in addition to or in substitution for the
Pledged Shares issued by such issuer, except to such Pledgor and (ii) pledge
hereunder, immediately upon its acquisition (directly or indirectly) thereof,
any and all additional shares of capital stock or other equity securities of
any issuer of the Pledged Shares which are required to be pledged hereunder.

          Reasonable Care.  Collateral Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged Collateral in
its possession if such Pledged Collateral is accorded treatment substantially
equivalent to that which Collateral Agent, in its individual capacity, accords
its own property consisting of similar instruments or interests, it being
understood that neither the Collateral Agent nor any of the Secured Parties
shall have responsibility for (i) ascertaining or taking action with respect to
calls, conversions, exchanges, maturities, tenders or other matters relating to
any Pledged Collateral, whether or not Collateral Agent or any other Secured
Party has or is deemed to have knowledge of such matters, or (ii) taking any
necessary steps to preserve rights against any Person with respect to any
Pledged Collateral.

          Remedies Upon Default; Decisions Relating to Exercise of Remedies.

          If any Event of Default shall have occurred and be continuing,
subject to the provisions of Section 29 of this Agreement, Collateral Agent
shall have the right, in addition to other rights and remedies provided for
herein or otherwise available to it to be exercised from time to time, (i) to
retain and apply the Distributions to the Secured Obligations as provided in
Section 11 hereof, and (ii) to exercise all the rights and remedies of a
secured party on default under
<PAGE>   207
the UCC, and Collateral Agent may also in its sole discretion, without notice
except as specified below, sell the Pledged Collateral or any part thereof
(including, without limitation, any partial interest in the Pledged Shares) in
one or more parcels at public or private sale, at any exchange, broker's board
or at any of Collateral Agent's offices or elsewhere, for cash, on credit or
for future delivery, and at such price or prices and upon such other terms as
Collateral Agent may deem commercially reasonable, irrespective of the impact
of any such sales on the market price of the Pledged Collateral.  Collateral
Agent or any other Secured Party or any of their respective Affiliates may be
the purchaser of any or all of the Pledged Collateral at any such sale and
shall be entitled, for the purpose of bidding and making settlement or payment
of the purchase price for all or any portion of the Pledged Collateral sold at
such sale, to use and apply any of the Secured Obligations owed to such Person
as a credit on account of the purchase price of any Pledged Collateral payable
by such Person at such sale.  Each purchaser at any such sale shall acquire the
property sold absolutely free from any claim or right on the part of the
Pledgor, and Pledgor hereby waives (to the fullest extent permitted by law) all
rights of redemption, stay and/or appraisal which it now has or may at any time
in the future have under any rule of law or statute now existing or hereafter
enacted.  The Pledgor acknowledges and agrees that, to the extent notice of
sale shall be required by law, five (5) days' notice to such Pledgor of the
time and place of any public sale or the time after which any private sale is
to be made shall constitute reasonable notification.  No notification need be
given to the Pledgor if it has signed, after the occurrence of an Event of
Default, a statement renouncing or modifying any right to notification of sale
or other intended disposition.  Collateral Agent shall not be obligated to make
any sale of Pledged Collateral regardless of notice of sale having been given.
Collateral Agent may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor,  and such sale may, without
further notice, be made at the time and place to which it was so adjourned.
The Pledgor hereby waives any claims against Collateral Agent arising by reason
of the fact that the price at which any Pledged Collateral may have been sold
at such a private sale was less than the price which might have been obtained
at a public sale, even if Collateral Agent accepts the first offer received and
does not offer such Pledged Collateral to more than one offeree.
Notwithstanding any provision of this subsection 10(a) to the contrary, in the
event of a private or public sale of the Pledged Collateral, prior to the
consummation of the sale, to the extent required under the Communications Act
of 1934, as amended, or any successor statute or law (the "Communications
Act"), the prior consent of the FCC pursuant to the
<PAGE>   208
Communications Act and the rules and regulations of the FCC will be obtained.

          The Pledgor recognizes that, by reason of certain prohibitions
contained in the Securities Act of 1933, as amended (the "Securities Act"), and
applicable state securities laws, Collateral Agent may be compelled, with
respect to any sale of all or any part of the Pledged Collateral, to limit
purchasers to Persons who will agree, among other things, to acquire the
Pledged Collateral for their own account, for investment and not with a view to
the distribution or resale thereof.  The Pledgor acknowledges that any such
private sales may be at prices and on terms less favorable to Collateral Agent
than those obtainable through a public sale without such restrictions
(including, without limitation, a public offering made pursuant to a
registration statement under the Securities Act), and, notwithstanding such
circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially reasonable manner and that Collateral Agent shall have
no obligation to engage in public sales and no obligation to delay the sale of
any Pledged Collateral for the period of time necessary to permit the issuer
thereof to register it for a form of public sale requiring registration under
the Securities Act or under applicable state securities laws, even if such
issuer would agree to do so.

          Notwithstanding the foregoing and to the extent commercially
reasonable, each Pledgor shall, upon the occurrence and during the continuance
of an Event of Default, at the request of Collateral Agent, for the benefit of
Collateral Agent, cause any registration, qualification under or compliance
with any federal or state securities law or laws to be effected with respect to
all or any part of the Pledged  Collateral as soon as practicable and at such
Pledgor's sole cost and expense.  The Pledgor will use its best efforts to
cause such registration to be effected (and be kept effective) and will use its
best efforts to cause such qualification and compliance to be effected (and be
kept effective) as may be so requested and as would permit or facilitate the
sale and distribution of such Pledged Collateral, including, without
limitation, registration under the Securities Act (or any similar statute then
in effect), appropriate qualifications under applicable blue sky or other state
securities laws and appropriate compliance with any other government
requirements.  The Pledgor will cause Collateral Agent to be kept advised in
writing as to the progress of each such registration, qualification or
compliance and as to the completion thereof, will furnish to Collateral Agent
such number of prospectuses, offering circulars or other documents incident
thereto as Collateral Agent from time to time may request, and will indemnify
and
<PAGE>   209
will cause the issuer of the Pledged Collateral to indemnify Collateral Agent
and all others participating in the distribution of such Pledged Collateral
against all claims, losses, damages and liabilities caused by any untrue
statement (or alleged untrue statement) of a material fact contained therein
(or in any related registration statement, notification or the like) or by any
omission (or alleged omission) to state therein (or in any related registration
statement, notification or the like) a material fact required to be stated
therein or necessary to make the statements therein not misleading.

          If Collateral Agent determines to exercise its right to sell any or
all of the Pledged Collateral, upon written request, each Pledgor shall from
time to time furnish to Collateral Agent all such information as Collateral
Agent may request in order to determine the number of securities included in
the Pledged Collateral which may be sold by Collateral Agent as exempt
transactions under the Securities Act and the rules of the Securities and
Exchange Commission thereunder, as the same are from time to time in effect.

          The Pledgor recognizes, by reason of certain prohibitions contained
in laws, rules, regulations or orders of any foreign Governmental Authority,
Collateral Agent may be compelled, with respect to any sale of all or any part
of the Pledged Collateral, to limit purchasers to those who meet the
requirements of such foreign Governmental Authority.  The Pledgor acknowledges
that any such sales may be at prices and on terms less favorable to Collateral
Agent than those obtainable through a public sale without such restrictions,
and, notwithstanding such circumstances, agrees that any such restricted sale
shall be deemed to have been made in a commercially reasonable manner and that
Collateral Agent shall have no obligation to engage in public sales.

          In addition to any of the other rights and remedies hereunder,
Collateral Agent shall have the right to institute a proceeding seeking
specific performance in connection with any of the agreements or obligations
hereunder.

          Without limiting the generality of the provisions in Section 15
hereof, Pledgor hereby constitutes and appoints Collateral Agent, with full
power of substitution, its true and lawful attorney-in-fact, in its name, place
and stead to take any action upon the occurrence and during the continuance of
an Event of Default required to reflect the foreclosure sale of the Pledged
Collateral or the exercise of any remedy hereunder.  The foregoing grant of
authority is a power of attorney coupled with an interest and such
<PAGE>   210
appointment shall be irrevocable for the term of this Agreement.

          Application of Proceeds.  All Distributions held from time to time by
Collateral Agent and all cash proceeds received by Collateral Agent in respect
of any sale of, collection from, or other realization upon all or any part of
the Pledged Collateral pursuant to the exercise by Collateral Agent of its
remedies as a secured creditor as provided in Section 10 hereof shall be
applied, together with any other sums then held by Collateral Agent pursuant to
this Agreement, promptly by Collateral Agent as follows:

         First, to the payment of all reasonable costs and expenses, fees,
    commissions and taxes of such sale, collection or other realization,
    including, without limitation, reasonable compensation to Collateral Agent
    and its agents and counsel, and all reasonable expenses, liabilities and
    advances made or incurred by Collateral Agent in connection therewith,
    together with interest on each such amount at the highest rate then in
    effect under the Credit Agreement from and after the date such amount is
    due, owing or unpaid until paid in full;

         Second, to the payment of all other reasonable costs and expenses of
    such sale, collection or other realization, including, without limitation,
    reasonable compensation to the Banks and their agents and counsel and all
    reasonable expenses, liabilities and advances made or  incurred by the
    Banks in connection therewith, together with interest on each such amount
    at the highest rate then in effect under the Credit Agreement from and
    after the date such amount is due, owing or unpaid until paid in full;

         Third, to the indefeasible payment in full in cash of interest and all
    amounts other than principal under the Credit Agreement at any time and
    from time to time owing by the Pledgor under or in connection with the
    Credit Agreement, ratably according to the unpaid amounts thereof, without
    preference or priority of any kind among amounts so due and payable,
    together with interest on each such amount at the highest rate then in
    effect under the Credit Agreement from and after the date such amount is
    due, owing or unpaid until paid in full;

         Fourth, to the indefeasible payment in full in cash of principal at
    any time and from time to time owing by
<PAGE>   211
    the Pledgor under or in connection with the Credit Agreement, ratably
    according to the unpaid amounts thereof, without preference or priority of
    any kind, among amounts of principal so due and payable, together with
    interest on each such amount at the highest rate then in effect under the
    Credit Agreement from and after the date such amount is due, owing or
    unpaid until paid in full; and

         Fifth, to the applicable Pledgor, or its successors or assigns or to
    whomsoever may be lawfully entitled to receive the same or as a court of
    competent jurisdiction may direct, of any surplus then remaining from such
    proceeds.

          Expenses.  The Pledgor will upon demand pay to Collateral Agent the
amount of any and all expenses, including the reasonable fees and expenses of
its counsel and the fees and expenses of any experts and agents, which
Collateral Agent may incur in connection with (i) the collection of the Secured
Obligations, (ii) the enforcement and administration of this Agreement, (iii)
the custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Pledged Collateral, (iv) the exercise or
enforcement of any of the rights of Collateral Agent or any Secured Party
hereunder or (v) the failure by the Pledgor to perform or observe any of the
provisions hereof.  All amounts payable by the Pledgor under this Section 12
shall be due upon demand and shall be part of the Secured Obligations.  The
Pledgor's  obligations under this Section 12 shall survive the termination of
this Agreement and the discharge of such Pledgor's other obligations hereunder.

          No Waiver; Cumulative Remedies.

          No failure on the part of Collateral Agent to exercise, no course of
dealing with respect to, and no delay on the part of Collateral Agent in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right, power or
remedy hereunder preclude any other or further exercise thereof or the exercise
of any other right, power or remedy.  The remedies herein provided are
cumulative and are not exclusive of any remedies provided by law.

          In the event Collateral Agent shall have instituted any proceeding to
enforce any right, power or remedy under this instrument by foreclosure, sale,
entry or otherwise, and
<PAGE>   212
such proceeding shall have been discontinued or abandoned for any reason or
shall have been determined adversely to Collateral Agent, then and in every
such case, each Pledgor, Collateral Agent and each holder of any of the Secured
Obligations shall be restored to their respective former positions and rights
hereunder with respect to the Pledged Collateral, and all rights, remedies and
powers of Collateral Agent and the Secured Parties shall continue as if no such
proceeding had been instituted.

          Collateral Agent.  Collateral Agent has been appointed as collateral
agent pursuant to the Credit Agreement.  The actions of Collateral Agent
hereunder are subject to the provisions of the Credit Agreement.  Collateral
Agent shall have the right hereunder to make demands, to give notices, to
exercise or refrain from exercising any rights, and to take or refrain from
taking action (including, without limitation, the release or substitution of
Pledged Collateral), in accordance with this Agreement and the Credit
Agreement.  Collateral Agent may resign and a successor Collateral Agent may be
appointed in the manner provided in the Credit Agreement; provided, however,
that at the time of appointment of a successor Collateral Agent, if Collateral
Agent, through its possession, control, or ownership of Pledged Collateral or
otherwise, holds, owns, or controls any Governmental License issued by the FCC
such that the FCC must consent to the appointment of a successor Collateral
Agent, until the FCC has consented to the appointment of a successor Collateral
Agent the Collateral  Agent shall retain control over such Pledged Collateral
or Government Licenses.  Upon the acceptance of any appointment as Collateral
Agent by a successor Collateral Agent, that successor Collateral Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Collateral Agent under this Agreement, and the
retiring Collateral Agent shall thereupon be discharged from its duties and
obligations under this Agreement.  After any retiring Collateral Agent's
resignation, the provisions of this Agreement shall inure to its benefit as to
any actions taken or omitted to be taken by it under this Agreement while it
was Collateral Agent.

          Collateral Agent May Perform; Collateral Agent Appointed
Attorney-in-Fact.  If the Pledgor shall fail to do any act or thing that it has
covenanted to do hereunder or any warranty on the part of such Pledgor
contained herein shall be breached, Collateral Agent or any Secured Party may
(but shall not be obligated to), subject to the provisions of Section 29 of
this Agreement, do the same or cause it to be done or remedy any such breach,
and may expend funds for such purpose.  Any and all amounts so expended by
Collateral Agent
<PAGE>   213
or such Secured Party shall be paid by such Pledgor promptly upon demand
therefor, with interest at the highest rate then in effect under the Credit
Agreement during the period from and including the date on which such funds
were so expended to the date of repayment.  The Pledgor's obligations under
this Section 15 shall survive the termination of this Agreement and the
discharge of such Pledgor's other obligations under this Agreement, the Credit
Agreement and any other Credit Document.  The Pledgor hereby appoints
Collateral Agent its attorney-in-fact with an interest, with full authority in
the place and stead of such Pledgor and in the name of such Pledgor, or
otherwise, from time to time in Collateral Agent's discretion to take any
action and to execute any instrument consistent with the terms of this
Agreement and the other Credit Documents which the Collateral Agent may deem
necessary or advisable to accomplish the purposes of this Agreement except that
with respect to any FCC applications or filings or other action subject to FCC
rules, regulations and policies, Collateral Agent shall serve as
attorney-in-fact only to the extent permitted under the Communications Act and
FCC rules, regulations and policies.  The foregoing grant of authority is a
power of attorney coupled with an interest and such appointment shall be
irrevocable for the term of this Agreement.  The Pledgor hereby ratifies all
that such attorney shall lawfully do or cause to be done by virtue hereof.

          Indemnity.

          Indemnity.  The Pledgor agrees to indemnify, pay and hold harmless
Collateral Agent and each of the Secured Parties and the officers, directors,
employees, agents and affiliates of Collateral Agent and each of the Secured
Parties (collectively called the "Indemnitees") from and against any and all
other liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, claims, costs (including, without limitation, settlement costs),
expenses or disbursements of any kind or nature whatsoever (including, without
limitation, the reasonable fees and disbursements of counsel for such
Indemnitees in connection with any investigative, administrative or judicial
proceeding commenced or threatened, whether or not such Indemnitee shall be
designated a party thereto), which may be imposed on, incurred by, or asserted
against that Indemnitee, in any manner relating to or arising out of this
Agreement or any other Credit Document (including, without limitation, any
misrepresentation by the Pledgor in this Agreement or any other Credit
Document) (the "indemnified liabilities"); provided that the Pledgors shall not
have any obligation to an Indemnitee hereunder with respect to indemnified
liabilities if it has been determined by a final decision (after all appeals
and the expiration of time to appeal) by a
<PAGE>   214
court of competent jurisdiction that such indemnified liability arose from the
gross negligence or willful misconduct of that Indemnitee.  To the extent that
the undertaking to indemnify, pay and hold harmless set forth in the preceding
sentence may be unenforceable because it is violative of any law or public
policy, each Pledgor shall contribute the maximum portion which it is permitted
to pay and satisfy under applicable law, to the payment and satisfaction of all
indemnified liabilities incurred by the Indemnitees or any of them.

          Survival.  The obligations of each Pledgor contained in this Section
16 shall survive the termination of this Agreement and the discharge of each
Pledgor's other obligations under this Agreement and under the other Credit
Documents.

          Reimbursement.  Any amounts paid by any Indemnitee as to which such
Indemnitee has the right to reimbursement shall constitute Secured Obligations
secured by the Pledged Collateral.

          Modification in Writing.  No amendment, modification, supplement,
termination or waiver of or to any provision of this Agreement, nor consent to
any departure by the Pledgor therefrom, shall be effective unless the same
shall be done in accordance with the terms of the Credit Agreement and unless
in writing and signed by Collateral Agent and Pledgor.  Any amendment,
modification or supplement of or to any provision of this Agreement, any waiver
of any provision of this Agreement, and any consent to any departure by the
Pledgor from the terms of any provision of this Agreement, shall be effective
only in the specific instance and for the specific purpose for which made or
given.  Except where notice is specifically required by this Agreement or any
other Credit Document, no notice to or demand on the Pledgor in any case shall
entitle any such Pledgor to any other or further notice or demand in similar or
other circumstances.

          Termination; Release.  When all the Secured Obligations have been
indefeasibly paid in full and the Commitments of the Banks to make any Loan
under the Credit Agreement shall have expired, this Agreement shall terminate.
Upon termination of this Agreement or any release of Pledged Collateral in
accordance with the provisions of the Credit Agreement, Collateral Agent shall,
upon the request and at the sole cost and expense of the applicable Pledgor,
forthwith assign, transfer and deliver to such Pledgor, against receipt and
without recourse to or warranty by
<PAGE>   215
Collateral Agent, such of the Pledged Collateral to be released (in the case of
a release) as may be in the possession of Collateral Agent and as shall not
have been sold or otherwise applied pursuant to the terms hereof, on the order
of and at the sole cost and expense of such Pledgor, and proper instruments
(including UCC termination statements on Form UCC-3) acknowledging the
termination of this Agreement or the release of such Pledged Collateral, as the
case may be.

          Notices.  Unless otherwise provided herein or in the Credit
Agreement, any notice or other communication herein required or permitted to be
given shall be given in the manner set forth in the Credit Agreement; provided
that notices to Collateral Agent shall not be effective until received by
Collateral Agent.

          Continuing Security Interest; Assignment.  This Agreement shall
create a continuing security interest in the Pledged Collateral and shall (i)
be binding upon each Pledgor, its respective successors and assigns, and  (ii)
inure, together with the rights and remedies of Collateral Agent hereunder, to
the benefit of Collateral Agent and the other Secured Parties and each of their
respective successors, transferees and assigns; no other Persons (including,
without limitation, any other creditor of the Pledgor) shall have any interest
herein or any right or benefit with respect hereto.  Without that limiting the
generality of the foregoing clause (ii), any Bank may assign or otherwise
transfer any indebtedness held by it secured by this Agreement to any other
Person, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to such Bank, herein or otherwise, subject
however, to the provisions of the Credit Agreement.

          GOVERNING LAW; TERMS.  THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT TO THE EXTENT
THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PLEDGED COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK.

          CONSENT TO JURISDICTION AND SERVICE OF PROCESS.  ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST THE PLEDGOR WITH RESPECT TO THIS AGREEMENT MAY BE
BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF
NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT THE PLEDGOR ACCEPTS
FOR ITSELF AND IN CONNECTION WITH ITS
<PAGE>   216
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY IN CONNECTION WITH THIS AGREEMENT.  THE PLEDGOR DESIGNATES AND APPOINTS
CT CORPORATION SYSTEM, WITH AN ADDRESS AT 1633 BROADWAY, NEW YORK, NEW YORK
10019, AND SUCH OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY THE PLEDGOR
IRREVOCABLY AGREEING IN WRITING TO SO SERVE, AS ITS AGENT TO RECEIVE ON ITS
BEHALF, SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH
SERVICE BEING HEREBY ACKNOWLEDGED BY THE PLEDGOR TO BE EFFECTIVE AND BINDING
SERVICE IN EVERY RESPECT.  A COPY OF SUCH PROCESS SO SERVED SHALL BE MAILED BY
REGISTERED MAIL TO THE PLEDGOR AT ITS ADDRESS PROVIDED FOR IN SECTION 19 HEREOF
EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL
SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.  IF ANY AGENT
APPOINTED BY THE PLEDGOR REFUSES TO RECEIVE AND FORWARD SUCH SERVICE, THE
PLEDGOR HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT
NOTICE.  NOTHING HEREIN SHALL  AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF COLLATERAL AGENT TO BRING
PROCEEDINGS AGAINST PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION.

          Severability of Provisions.  Any provision of this Agreement 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.

          Execution in Counterparts.  This Agreement and any amendments,
waivers, consents or supplements hereto may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original, but all
such counterparts together shall constitute one and the same agreement.

          Headings.  The Section headings used in this Agreement are for
convenience of reference only and shall not affect the construction of this
Agreement.

          Obligations Absolute.  All obligations of the Pledgor hereunder shall
absolute and unconditional irrespective of:
<PAGE>   217
         any bankruptcy, insolvency, reorganization, arrangement, readjustment,
    composition, liquidation or the like of the Pledgor or any other Credit
    Party;

         any lack of validity or enforceability of the Credit Agreement or any
    other Credit Document or any other agreement or instrument relating
    thereto;

         any change in the time, manner or place of payment of, or in any other
    term of, all or any of the Secured Obligations, or any other amendment or
    waiver of or any consent to any departure from the Credit Agreement, any
    other Credit Document or any other agreement or instrument relating
    thereto;

         any exchange, release or non-perfection of any other collateral, or
    any release or amendment or waiver of  or consent to any departure from any
    guarantee, for all or any of the Secured Obligations;

         any exercise or non-exercise, or any waiver of any right, remedy,
    power or privilege under or in respect of this Agreement, or any other
    Credit Document except as specifically set forth in a waiver granted
    pursuant to the provisions of Section 17 hereof; or

         any other circumstances which might otherwise constitute a defense
    available to, or a discharge of, any other Pledgor.

          Collateral Agent's Right to Sever Indebtedness.

          The Pledgor acknowledges that (i) the Pledged Collateral does not
constitute the sole source of security for the payment and performance of the
Secured Obligations and that the Secured Obligations are also secured by other
types of property of such Pledgor and its Affiliates in other jurisdictions
(all such property, collectively, the "Collateral"), (ii) the number of such
jurisdictions and the nature of the transaction of which this instrument is a
part are such that it would have been impracticable for the parties to allocate
to each item of Collateral a specific loan amount and to execute in respect of
such item a separate credit agreement, and (iii) each Pledgor intends that
Collateral Agent have the same rights with respect to the Pledged Collateral,
in any judicial proceeding relating to the exercise of any right or remedy
hereunder or otherwise,
<PAGE>   218
that Collateral Agent would have had if each item of collateral had been
pledged or encumbered pursuant to a separate credit agreement and security
instrument.  In furtherance of such intent, each Pledgor agrees to the greatest
extent permitted by law that Collateral Agent may at any time by notice (an
"Allocation Notice") to the Pledgor allocate a portion of the Secured
Obligations (the "Allocated Indebtedness") to the Pledged Collateral of such
Pledgor and sever from the remaining Secured Obligations the Allocated
Indebtedness.  From and after the giving of an Allocation Notice with respect
to the Pledged Collateral, the Secured Obligations hereunder shall be limited
to the extent set forth in the Allocation Notice and (as so limited) shall, for
all purposes, be construed as a separate credit obligation of each Pledgor
unrelated to the other transactions contemplated by the Credit Agreement or any
other Credit Document or any document related to either thereof.  To the extent
that the proceeds of any  judicial proceeding relating to the exercise of any
right or remedy hereunder of the Pledged Collateral shall exceed the Allocated
Indebtedness, such proceeds shall belong to such Pledgor and shall not be
available hereunder to satisfy any Secured Obligations of such Pledgor other
than the Allocated Indebtedness.  In any action or proceeding to exercise any
right or remedy under this Agreement which is commenced after the giving by
Collateral Agent of an Allocation Notice, the Allocation Notice shall be
conclusive proof of the limits of the Secured Obligations hereby secured, and
the Pledgor may introduce, by way of defense or counterclaim, evidence thereof
in any such action or proceeding.  Notwithstanding any provision of this
Section 27, the proceeds received by Collateral Agent pursuant to this
Agreement shall be applied by Collateral Agent in accordance with the
provisions of Section 11 hereof.

          The Pledgor hereby waives to the greatest extent permitted under law
the right to a discharge of any of the Secured Obligations under any statute or
rule of law now or hereafter in effect which provides that the exercise of any
particular right or remedy as provided for herein (by judicial proceedings or
otherwise) constitutes the exclusive means for satisfaction of the Secured
Obligations or which makes unavailable any further judgment or any other right
or remedy provided for herein because Collateral Agent elected to proceed with
the exercise of such initial right or remedy or because of any failure by
Collateral Agent to comply with laws that prescribe conditions to the
entitlement to such subsequent judgment or the availability of such subsequent
right or remedy.  In the event that, notwithstanding the foregoing waiver, any
court shall for any reason hold that such subsequent judgment or action is not
available to Collateral Agent, no Pledgor shall (i) introduce in any other
jurisdiction any judgment so holding as a defense to enforcement against such
Pledgor of any remedy in the Credit
<PAGE>   219
Agreement or executed in connection with the Credit Agreement or (ii) seek to
have such judgment recognized or entered in any other jurisdiction, and any
such judgment shall in all events be limited in application only to the state
or jurisdiction where rendered and only with respect to the collateral referred
to in such judgment.

          In the event any instrument in addition to the Allocation Notice is
necessary to effectuate the provisions of this Section 27, including, without
limitation, any amendment to this Agreement, any substitute promissory note or
affidavit or certificate of any kind, Collateral Agent may execute and deliver
such instrument as the attorney-in-fact of the Pledgor.

          Notwithstanding anything set forth herein to the contrary, the
provisions of this Section 27 shall be effective only to the maximum extent
permitted by law.

          Future Advances.  This Agreement shall secure the payment of any
amounts advanced from time to time pursuant to the Credit Agreement.

          Facilitating Governmental Approvals; Specific Performance.

          In connection with the exercise by Collateral Agent of its rights
under this Agreement relating to the disposition of the Pledged Collateral as
it may affect the control of any Governmental License issued by the FCC or any
other authorizations, agreements, permits, licenses, and franchises of the
Pledgor, it may be necessary to obtain the prior consent or approval of the FCC
or other Governmental Authority to the exercise of Collateral Agent's rights
with respect to the Pledged Collateral.  To the extent that any such consent or
approval is required for any action that Collateral Agent may take under this
Agreement with respect to the Pledged Collateral, receipt of such FCC or
Governmental Authority approval shall be a condition precedent to Collateral
Agent's exercise of such rights.  In furtherance of the first sentence of this
Section, the Pledgor hereby agrees, at its own cost, to use its best efforts to
take any and all actions which Collateral Agent may request in order to obtain
such consents or approvals or any other governmental authorization as may be
necessary to enable Collateral Agent to exercise and enjoy the full rights and
benefits granted to it under this Agreement, the Credit Agreement, or any other
Credit Document, including, without limitation, the preparation, execution,
delivery or filing on
<PAGE>   220
the Pledgor's behalf and in such Pledgor's name, or in such other name as may
be appropriate or required, or causing to be prepared, executed, delivered or
filed, all applications, certificates, filings, instruments, information,
reports and other documents (including, without limitation, any application for
any assignment or transfer of control or ownership).

         The Pledgor hereby acknowledges that a breach of any of its respective
obligations contained in this Agreement will cause irreparable injury to
Collateral Agent, and that such a breach would not be adequately compensable in
damages, and therefore Pledgors agree that their obligations under this
Agreement shall be specifically enforceable.
<PAGE>   221
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the date first above written.

                                        AMERICAN TELECASTING, INC.,
                                          as Pledgor


                                        By: /s/ AMERICAN TELECASTING, INC. 
                                            -----------------------------------
                                            Name:
                                            Title:


                                        BANQUE INDOSUEZ, NEW YORK BRANCH,
                                          as Collateral Agent



                                        By: /s/ BARQUE INDOSUEZ 
                                            -----------------------------------
                                            Name:
                                            Title:



                                        By:  
                                            -----------------------------------
                                            Name:
                                            Title:

                                        Notice Address:
                                        Banque Indosuez, New York Branch
                                        1211 Avenue of the Americas
                                        New York, N.Y.  10036
                                        Attention:  Michael Arougheti
<PAGE>   222

                          SECURITIES PLEDGE AGREEMENT

         This SECURITIES PLEDGE AGREEMENT (the "Agreement"), dated as of
February 26, 1997, made by AMERICAN TELECASTING OF GREEN BAY, INC., a Delaware
corporation having an office at 5575 Tech Center Drive, Suite 300, Colorado
Springs, Colorado 80919 (the "Pledgor"), in favor of BANQUE INDOSUEZ, NEW YORK
BRANCH, having an office at 1211 Avenue of the Americas, New York, New York
10036, as pledgee, assignee and secured party, in its capacity as collateral
agent (in such capacities and together with any successors in such capacities,
the "Collateral Agent") for the lending institutions (the "Banks") under the
Credit Agreement (as hereinafter defined).

                               R E C I T A L S :

         A.  Pursuant to a certain credit agreement, dated as of the date
hereof (as amended, amended and restated, supplemented or otherwise modified
from time to time, the "Credit Agreement"; unless otherwise defined herein,
capitalized terms used herein have the meanings assigned to them in the Credit
Agreement), among American Telecasting, Inc. ("ATel"), the Banks and Banque
Indosuez, New York Branch, as Agent for the Banks, the Banks have agreed to
make to or for the account of ATel certain Loans up to an aggregate principal
amount of $17,000,000.

         B.  The Pledgor is the legal and beneficial owner of the Pledged
Collateral (as hereinafter defined) pledged by it.

         C.  It is a condition precedent to the obligations of the Banks to
make the Loans under the Credit Agreement that the Pledgor execute and deliver
the applicable Credit Documents, including this Agreement.

         D.  The Pledgor has executed and delivered to Collateral Agent a
certain guarantee instrument (the "Guarantee") pursuant to which, among other
things, the Pledgor has guaranteed the obligations of ATel under the

<PAGE>   223

Credit Agreement, and the Pledgor desires that its obligations under such
Guarantee be secured hereunder.

         E.  This Agreement is given by the Pledgor in favor of Collateral
Agent for its benefit and the benefit of the Banks and the Agent (collectively,
the "Secured Parties") to secure the payment and performance of all of the
Secured Obligations (as defined in Section 2).

                              A G R E E M E N T :

         NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Pledgor and Collateral Agent hereby agree as follows:

         Section 1.  Pledge.  As collateral security for the payment and
performance when due of all the Secured Obligations, the Pledgor hereby
pledges, assigns, transfers and grants to Collateral Agent for the benefit of
the Secured Parties, a continuing first priority security interest in and to
all of the right, title and interest of the Pledgor in and to the following
property, whether now existing or hereafter acquired, (collectively, the
"Pledged Collateral"):

         (a) the issued and outstanding shares of capital stock described on
    Schedule I hereto ("the Pledged Shares"), including the certificates
    representing the Pledged Shares and any interest of the Pledgor in the
    entries on the books of any financial intermediary pertaining to the
    Pledged Shares;

         (b) all additional shares of capital stock of any issuer of the
    Pledged Shares from time to time acquired by the Pledgor in any manner
    (which securities shall be deemed to be part of the Pledged Shares) and the
    certificates representing such additional securities and any interest of
    the Pledgor in the entries on the books of any financial intermediary
    pertaining to such additional securities;

<PAGE>   224

         (c) all intercompany notes described on Schedule II hereto (the
    "Intercompany Notes") now owned or held by Pledgor and from time to time
    acquired by Pledgor in any way, and all certificates or instruments
    evidencing such Intercompany Notes and all proceeds thereof, all accessions
    thereto and substitutions therefor;

         (d) all dividends, cash, options, warrants, rights, instruments,
    distributions, returns of capital, income, profits and other property,
    interests or proceeds from time to time received, receivable or otherwise
    distributed to the Pledgor in respect of or in exchange for any or all of
    the Pledged Shares (collectively, "Distributions"); and

         (e) all Proceeds (as defined under the Uniform Commercial Code as in
    effect in any relevant jurisdiction (the "UCC") or under other relevant
    law) of any of the foregoing, and in any event, including, without
    limitation, any and all (i) proceeds of any insurance (except payments made
    to a Person which is not a party to this Agreement), indemnity, warranty or
    guarantee payable to Collateral Agent or to the Pledgor from time to time
    with respect to any of its respective Pledged Collateral, (ii) payments (in
    any form whatsoever) made or due and payable to the Pledgor from time to
    time in connection with any requisition, confiscation, condemnation,
    seizure or forfeiture Collateral of all or any part of its respective
    Pledged Collateral by any Governmental Authority (or any person acting
    under color of a Governmental Authority), (iii) instruments representing
    obligations to pay amounts in respect of Pledged Shares, (iv) products of
    the Pledged Collateral and (v) other amounts from time to time paid or
    payable under or in connection with any of the Pledged Collateral.

         Section 2.  Secured Obligations.  This Agreement secures, and the
Pledged Collateral is collateral security for, the payment and performance in
full when due, whether at stated maturity, by acceleration or otherwise
(including, without limitation, the payment of interest and other amounts which
would accrue and become due but for the filing of a petition in bankruptcy or
the operation of the automatic stay under Section 362(a) of the Bankruptcy
Code, 11 U.S.C.  Section

<PAGE>   225

362(a)) of (i) all Obligations of the Pledgor now existing or hereafter arising
under or in respect of the Guarantee (including, without limitation, the
Pledgor's obligations to pay principal, interest and all other charges, fees,
expenses, commissions, reimbursements, premiums, indemnities and other payments
related to or in respect of the obligations contained in the Guarantee), (ii)
all Obligations of the Pledgor now existing or hereafter arising under or in
respect of the Credit Agreement (including, without limitation, the obligations
of the Pledgor to pay principal, interest and all other reasonable charges,
fees, expenses, commissions, reimbursements, premiums, indemnities and other
payments related to or in respect of the Obligations contained in the Credit
Agreement), and (iii) without duplication of the amounts described in clauses
(i) and (ii), all Obligations of the Pledgor now existing or hereafter arising
under or in respect of this Agreement or any other Security Document,
including, without limitation, with respect to all reasonable charges, fees,
expenses, commissions,  reimbursements, premiums, indemnities and other
payments related to or in respect of the obligations contained in this
Agreement (the obligations described in clauses (i), (ii) and (iii),
collectively, the "Secured Obligations").

         Section 3.  No Release.  Subject to Section 18 of this Agreement,
nothing set forth in this Agreement shall relieve the Pledgor from the
performance of any term, covenant, condition on the Pledgor's part to be
performed or observed under or in respect of any of the Pledged Collateral or
from any liability to the Person under or in respect of any of the Pledged
Collateral or shall impose any obligation on Collateral Agent or any Secured
Party to perform or observe any such term, covenant, condition or agreement on
the Pledgor's part to be so performed or observed or shall impose any liability
on Collateral Agent or any Secured Party for any act or omission on the part of
the Pledgor relating thereto or for any breach of any representation or
warranty on the part of the Pledgor contained in this Agreement, or any other
Credit Document or under or in respect of the Pledged Collateral or made in
connection herewith or therewith.  Subject to Section 18 of this Agreement, the
obligations of the Pledgor contained in this Section 3 shall survive the
termination of this Agreement and the discharge of the Pledgors' other
obligations under this Agreement and the other Credit Documents.

<PAGE>   226

         Section 4.  Delivery of Pledged Collateral.

         (a) All certificates, agreements or instruments representing or
evidencing the Pledged Collateral, to the extent not previously delivered to
Collateral Agent, shall immediately upon receipt thereof by the Pledgor be
delivered to and held by or on behalf of Collateral Agent pursuant hereto.  All
Pledged Collateral shall be in suitable form for transfer by delivery or shall
be accompanied by duly executed instruments of transfer or assignment in blank
(with signatures appropriately guaranteed), all in form and substance
satisfactory to Collateral Agent.  Subject to the provisions of Section 29 of
this Agreement, Collateral Agent shall have the right, at any time upon the
occurrence and during the continuance of an Event of Default, to endorse,
assign or otherwise transfer to or to register in the name of Collateral Agent
or any of its nominees any or all of the Pledged Collateral.  Collateral Agent
shall provide the Pledgor with notice of any endorsement, assignment or other
transfer made pursuant to the preceding sentence.  In addition, upon the
occurrence and during the continuance of an Event of Default, Collateral Agent
shall have the right at any  time to exchange certificates representing or
evidencing Pledged Collateral for certificates of smaller or larger
denominations.

         (b) If an issuer of Pledged Shares is incorporated in a jurisdiction
which does not permit the use of certificates to evidence equity ownership,
then the Pledgor shall, to the extent permitted by applicable law, record such
pledge on the stock register of such issuer, execute any customary stock pledge
forms or other documents necessary or appropriate to complete the pledge and
give Collateral Agent the right to transfer the Pledged Shares under the terms
hereof and provide to Collateral Agent an opinion of counsel, in form and
substance satisfactory to Collateral Agent, confirming such pledge.

         (c) Notwithstanding any provision of this Section 4 to the contrary,
if the exercise of any rights provided in this Section 4 or Section 10 relates
to the ownership or control of any radio, television or other license, permit,
certificate or approval granted or issued by the FCC or any other Governmental
Authority (including, without limitation, any multichannel or single channel
multipoint distribution

<PAGE>   227

service, local multipoint distribution service, operational-fixed microwave
service, cable television relay service station, business radio, instructional
television fixed service, earth station or experimental licenses or permits
issued by the FCC) (each, a "Governmental License") held by the Pledgor or a
subsidiary of the Pledgor and it may be necessary to obtain the consent or
approval of the FCC prior to the exercise of such rights, the provisions of
Section 29 of this Agreement shall apply.

         Section 5.  Supplements, Further Assurances.

         (a) The Pledgor agrees that at any time and from time to time, at the
sole cost and expense of such Pledgor, the Pledgor shall promptly execute and
deliver all further instruments and documents, including, without limitation,
supplemental or additional UCC-1 financing statements, and take all further
action that may be necessary or that Collateral Agent may reasonably request,
in order to perfect and protect the pledge, security interest and Lien granted
or purported to be granted hereby or to enable Collateral Agent to exercise and
enforce its rights and remedies hereunder with respect to any Pledged
Collateral.

         (b) The Pledgor shall, upon obtaining any Pledged Shares of any Person
promptly (and in any event within three Business Days) deliver to Collateral
Agent a pledge amendment, duly executed by the Pledgor, in substantially the
form of Exhibit 1 hereto (the "Pledge Amendment"), in respect of the additional
Pledged Shares which are to be pledged pursuant to this Agreement, and
confirming the attachment of the Lien hereby created on and in respect of such
Pledged Collateral.  The Pledgor hereby authorizes Collateral Agent to attach
each Pledge Amendment to this Agreement and agrees that all Pledged Shares
listed on any Pledge Amendment delivered to Collateral Agent shall for all
purposes hereunder be considered Pledged Collateral.

         Section 6.  Representations, Warranties and Covenants.  The Pledgor
represents, warrants and covenants as follows (as to itself only):

<PAGE>   228

         (a) No Liens.  The Pledgor is, and at the time of any delivery of any
    Pledged Collateral to Collateral Agent pursuant to Section 4 of this
    Agreement will be, the sole legal and beneficial owner of the Pledged
    Collateral pledged by it pursuant to this Agreement.  All Pledged
    Collateral is on the date, and will be, so owned by the Pledgor, as
    applicable, free and clear of any Lien except for the Lien created by this
    Agreement.

         (b) Authorization, Enforceability.  The Pledgor has the requisite
    corporate power, authority and legal right to pledge and grant a security
    interest in all of the Pledged Collateral pledged by it pursuant to this
    Agreement, and this Agreement constitutes the legal, valid and binding
    obligation of the Pledgor, enforceable against the Pledgor in accordance
    with its terms.

         (c) No Consents, etc.  No consent of any party (including, without
    limitation, any stockholders or creditors of the Pledgor) and no consent,
    authorization, approval, or other action by, and no notice to or filing
    with, any Governmental Authority or regulatory body or other Person is
    required either (x) for the pledge by the Pledgor of the Pledged Collateral
    pledged by it pursuant to this Agreement or for the execution, delivery or
    performance of this Agreement by the Pledgor, or (y) for the exercise by
    Collateral Agent of the voting or other rights provided for in this
    Agreement, or (z) for the exercise by Collateral Agent of the remedies in
    respect of the Pledged Collateral pursuant to this Agreement; provided,
    however, that under the Communications Act and the rules and regulations of
    the FCC, FCC consent may be required prior to the transfer of control or
    assignment of any Governmental License issued by the FCC, or the exercise
    of any voting rights or management over the Pledgor or an issuer of Pledged
    Shares to the extent it holds, owns or controls any Governmental License
    issued by the FCC.

         (d) Due Authorization and Issuance.  All of the Pledged Shares have
    been, and to the extent hereafter issued will be upon such issuance, duly
    authorized and validly issued and fully paid and nonassessable.

<PAGE>   229

         (e) Chief Executive Office.  The Pledgor's chief executive office is
    located at 5575 Tech Center Drive, Suite 300, Colorado Springs, Colorado
    80919.  Pledgor shall not move its chief executive office except to such
    new location as Pledgor may establish in accordance with the last sentence
    of this Section 6(e).  Pledgor shall not establish a new location for its
    chief executive office nor shall it change its name until (i) it shall have
    given Collateral Agent not less than 45 days' prior written notice of its
    intention so to do, clearly describing such new location or name and
    providing such other information in connection therewith as Collateral
    Agent or any Secured Party may request, and (ii) with respect to such new
    location or name, Pledgor shall have taken all action satisfactory to
    Collateral Agent and the Secured Parties to maintain the perfection and
    priority of the security interest of Collateral Agent for the benefit of
    the Secured Parties in the Pledged Collateral intended to be granted
    hereby.

         (f) Delivery of Pledged Collateral; Filings.  The Pledgor has
    delivered to Collateral Agent all certificates representing the Pledged
    Shares and Intercompany Notes and has caused to be filed with the Secretary
    of State of the State of New York, the State of incorporation of the
    Pledgor and the State of Colorado, which is the State of the chief
    executive office of the Pledgor, UCC-1 financing statements evidencing the
    Lien created by this Agreement, and such delivery, filing and pledge of the
    Pledged Collateral pursuant to this Agreement creates a valid and perfected
    first priority security interest in the Pledged Collateral securing the
    payment of the Secured Obligations pursuant to the UCC, including, without
    limitation, the  UCC as in effect in the States of New York, the State of
    incorporation of the Pledgor and the State of Colorado, which is the State
    of the chief executive office of the Pledgor.

         (g) Pledged Collateral.  All information set forth herein, including
    the Schedules annexed hereto, and all information contained in any
    documents, schedules and lists heretofore delivered to any Secured Party in
    connection with this Agreement, in each case, relating to the Pledged
    Collateral is accurate and complete in all respects.

<PAGE>   230

         (h) No Violations, etc.  The pledge of the Pledged Collateral pursuant
    to this Agreement does not violate Regulation G, T, U or X of the Federal
    Reserve Board.

         (i) Ownership of Pledged Collateral.  Except as otherwise permitted by
    the Credit Agreement, the Pledgor at all times will be the sole beneficial
    owner of the Pledged Collateral pledged by it pursuant to this Agreement.

         (j) No Options, Warrants, etc.  Except as disclosed in the Credit
    Agreement, there are no options, warrants, calls, rights, commitments or
    agreements of any character to which the Pledgor is a party or by which it
    is bound obligating the Pledgor to issue, deliver or sell or cause to be
    issued, delivered or sold, additional securities of any issuer of the
    Pledged Shares or obligating any issuer of the Pledged Shares to grant,
    extend or enter into any such option, warrant, call, right, commitment or
    agreement.  There are no voting trusts or other agreements or
    understandings to which the Pledgor or any issuer of the Pledged Shares is
    a party with respect to the voting of the securities of any issuer of the
    Pledged Shares.

         (k) Endorsement, Assignment or Pledge of Instruments.  None of the
    Pledged Collateral is, as of the date of this Agreement, and as to Pledged
    Collateral which arises from time to time after such date will be,
    evidenced by any instrument, note or chattel paper, except such as have
    been or will be endorsed, assigned or pledged and delivered to Collateral
    Agent by Pledgors simultaneously with the creation thereof.

         (l) Systems.  The Pledged Shares include the Pledgor's interest in
    each Credit Party operating Systems or holding System Agreements.

         Section 7.  Voting Rights; Distributions; etc.

         (a) So long as no Event of Default shall have occurred and be
continuing:

<PAGE>   231

         (i) The Pledgor shall be entitled to exercise any and all voting and
    other consensual rights pertaining to the Pledged Shares pledged by it
    pursuant to this Agreement or any part thereof for any purpose not
    inconsistent with the terms or purpose of this Agreement or any of the
    other Credit Documents and each Pledgor shall not in any event exercise
    such rights in any manner which may have an adverse effect on the value of
    its respective Pledged Collateral or the security intended to be provided
    by this Agreement.

         (ii)    Subject to the terms of the Credit Agreement, each Pledgor
    shall be entitled to receive and retain, and to utilize free and clear of
    the Lien of this Agreement, any and all Distributions, but only if and to
    the extent made in accordance with the provisions of the Credit Agreement;
    provided, however, that any and all such Distributions consisting of rights
    or interests in the form of securities shall be, and shall be forthwith
    delivered to Collateral Agent to hold as Pledged Collateral and shall, if
    received by the Pledgor, be received in trust for the benefit of Collateral
    Agent, be segregated from the other property or funds of such Pledgor, and
    be forthwith delivered to Collateral Agent as Pledged Collateral in the
    same form as so received (with any necessary endorsement).

         (iii)   Collateral Agent shall be deemed without further action or
    formality to have granted to each Pledgor all necessary consents relating
    to voting rights and shall, if necessary, upon written request of the
    Pledgor and at such Pledgor's sole cost and expense, from time to time
    execute and deliver (or cause to be executed and delivered) to such Pledgor
    all such instruments as such Pledgor may reasonably request in order to
    permit such Pledgor to exercise the voting and other rights which it is
    entitled to exercise pursuant to Section 7(a)(i) hereof and to receive the
    Distributions which it is authorized to receive and retain pursuant to
    Section 7(a)(ii) hereof.

         (b) Upon the occurrence and during the continuance of an Event of
Default:

<PAGE>   232

         (i) All rights of the Pledgor to exercise the voting and other
    consensual rights it would otherwise be entitled to exercise pursuant to
    Section 7(a)(i) hereof without any action or the giving of any notice shall
    cease, and all such rights shall thereupon become vested in Collateral
    Agent, which shall thereupon have the sole right to exercise such voting
    and other consensual rights; provided, however, to the extent the Pledgor
    or an issuer of Pledged Shares hold, own or control any Governmental
    License issued by the FCC, if and to the extent required under the
    Communications Act or the FCC's rules, until the FCC has consented to a
    transfer of control or assignment of Pledgor, an issuer of Pledged Shares,
    or such Governmental License issued by the FCC, Pledgor shall continue to
    exercise the voting and other consensual rights.

         (ii)    All rights of the Pledgor to receive Distributions which it
    would otherwise be authorized to receive and retain pursuant to Section
    7(a)(ii) hereof shall cease and all such rights shall thereupon become
    vested in Collateral Agent, which shall thereupon have the sole right to
    receive and hold as Pledged Collateral such Distributions.

         (iii)   Subject to any necessary prior or subsequent FCC approval,
    Collateral Agent shall be entitled to the appointment, as a matter of right
    and without giving notice to the Pledgor, of a receiver with respect to the
    Pledged Collateral, without regard to the adequacy or inadequacy of any
    Pledged Collateral for the Secured Obligations or the solvency or
    insolvency of any person or entity then legally or equitably liable for the
    Secured Obligations or any portion thereof, and each Pledgor does hereby
    irrevocably consent to such appointment.  Any such receiver shall have all
    the usual qualifications, powers and duties of receivers in similar cases,
    including the full power to conduct the business of the Pledgors.

         (c) The Pledgor shall, at such Pledgor's sole cost and expense, from
time to time execute and deliver to Collateral Agent and any other Person
directed by Collateral Agent,  appropriate instruments as Collateral Agent may
request in order to permit Collateral Agent to exercise the

<PAGE>   233

voting and other rights which it may be entitled to exercise pursuant to
Section 7(b)(i) hereof and to receive all Distributions which it may be
entitled to receive under Section 7(b)(ii) hereof.

         (d) All Distributions which are received by the Pledgor contrary to
the provisions of Section 7(b)(ii) hereof shall be received in trust for the
benefit of Collateral Agent, shall be segregated from other funds of such
Pledgor and shall immediately be paid over to Collateral Agent as Pledged
Collateral in the same form as so received (with any necessary endorsement).

         Section 8.  Transfers and Other Liens; Additional Shares; Principal
Office.

         (a) The Pledgor shall not (i) sell, convey, assign or otherwise
dispose of, or grant any option, right or warrant with respect to, any of the
Pledged Collateral pledged by it pursuant to this Agreement, (ii) create or
permit to exist any Lien upon or with respect to any Pledged Collateral pledged
by it pursuant to this Agreement other than the Lien granted to Collateral
Agent under this Agreement, or (iii) permit any issuer of the Pledged Shares to
merge, consolidate or change its legal form unless a majority of the
outstanding capital stock of the surviving or resulting corporation is, upon
such merger or consolidation, pledged to Collateral Agent pursuant to a pledge
agreement in form and substance, satisfactory to Collateral Agent, and no cash,
securities or other property is distributed in respect of the outstanding
shares of any other constituent corporation.

         (b) The Pledgor shall (i) cause each issuer of the Pledged Shares not
to issue any stock or other securities in addition to or in substitution for
the Pledged Shares issued by such issuer, except to such Pledgor and (ii)
pledge hereunder, immediately upon its acquisition (directly or indirectly)
thereof, any and all additional shares of capital stock or other equity
securities of any issuer of the Pledged Shares which are required to be pledged
hereunder.

<PAGE>   234

         Section 9.  Reasonable Care.  Collateral Agent shall be deemed to have
exercised reasonable care in the custody and preservation of the Pledged
Collateral in its possession if such Pledged Collateral is accorded treatment
substantially equivalent to that which Collateral Agent, in its individual
capacity, accords its own property consisting of similar instruments or
interests, it being understood that neither the Collateral Agent nor any of the
Secured Parties shall have responsibility for (i) ascertaining or taking action
with respect to calls, conversions, exchanges, maturities, tenders or other
matters relating to any Pledged Collateral, whether or not Collateral Agent or
any other Secured Party has or is deemed to have knowledge of such matters, or
(ii) taking any necessary steps to preserve rights against any Person with
respect to any Pledged Collateral.

         Section 10. Remedies Upon Default; Decisions Relating to Exercise of
Remedies.

         (a)If any Event of Default shall have occurred and be continuing,
subject to the provisions of Section 29 of this Agreement, Collateral Agent
shall have the right, in addition to other rights and remedies provided for
herein or otherwise available to it to be exercised from time to time, (i) to
retain and apply the Distributions to the Secured Obligations as provided in
Section 11 hereof, and (ii) to exercise all the rights and remedies of a
secured party on default under the UCC, and Collateral Agent may also in its
sole discretion, without notice except as specified below, sell the Pledged
Collateral or any part thereof (including, without limitation, any partial
interest in the Pledged Shares) in one or more parcels at public or private
sale, at any exchange, broker's board or at any of Collateral Agent's offices
or elsewhere, for cash, on credit or for future delivery, and at such price or
prices and upon such other terms as Collateral Agent may deem commercially
reasonable, irrespective of the impact of any such sales on the market price of
the Pledged Collateral.  Collateral Agent or any other Secured Party or any of
their respective Affiliates may be the purchaser of any or all of the Pledged
Collateral at any such sale and shall be entitled, for the purpose of bidding
and making settlement or payment of the purchase price for all or any portion
of the Pledged Collateral sold at such sale, to use and apply any of the
Secured Obligations owed to such Person as a credit on account of the purchase

<PAGE>   235

price of any Pledged Collateral payable by such Person at such sale.  Each
purchaser at any such sale shall acquire the property sold absolutely free from
any claim or right on the part of the Pledgor, and Pledgor hereby waives (to
the fullest extent permitted by law) all rights of redemption, stay and/or
appraisal which it now has or may at any time in the future have under any rule
of law or statute now existing or hereafter enacted.  The Pledgor acknowledges
and agrees that, to the extent notice of sale  shall be required by law, five
(5) days' notice to such Pledgor of the time and place of any public sale or
the time after which any private sale is to be made shall constitute reasonable
notification.  No notification need be given to the Pledgor if it has signed,
after the occurrence of an Event of Default, a statement renouncing or
modifying any right to notification of sale or other intended disposition.
Collateral Agent shall not be obligated to make any sale of Pledged Collateral
regardless of notice of sale having been given.  Collateral Agent may adjourn
any public or private sale from time to time by announcement at the time and
place fixed therefor, and such sale may, without further notice, be made at the
time and place to which it was so adjourned.  The Pledgor hereby waives any
claims against Collateral Agent arising by reason of the fact that the price at
which any Pledged Collateral may have been sold at such a private sale was less
than the price which might have been obtained at a public sale, even if
Collateral Agent accepts the first offer received and does not offer such
Pledged Collateral to more than one offeree.  Notwithstanding any provision of
this subsection 10(a) to the contrary, in the event of a private or public sale
of the Pledged Collateral, prior to the consummation of the sale, to the extent
required under the Communications Act of 1934, as amended, or any successor
statute or law (the "Communications Act"), the prior consent of the FCC
pursuant to the Communications Act and the rules and regulations of the FCC
will be obtained.

         (b) The Pledgor recognizes that, by reason of certain prohibitions
contained in the Securities Act of 1933, as amended (the "Securities Act"), and
applicable state securities laws, Collateral Agent may be compelled, with
respect to any sale of all or any part of the Pledged Collateral, to limit
purchasers to Persons who will agree, among other things, to acquire the
Pledged Collateral for their own account, for investment and not with a view to
the distribution or resale thereof.  The Pledgor acknowledges that any such
private sales may be at prices and on terms

<PAGE>   236

less favorable to Collateral Agent than those obtainable through a public sale
without such restrictions (including, without limitation, a public offering
made pursuant to a registration statement under the Securities Act), and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner and that
Collateral Agent shall have no obligation to engage in public sales and no
obligation to delay the sale of any Pledged Collateral for the period of time
necessary to permit the issuer thereof to register it for a form of public sale
requiring registration under the Securities Act or under applicable state
securities laws, even if such issuer would agree to do so.

         (c) Notwithstanding the foregoing and to the extent commercially
reasonable, each Pledgor shall, upon the occurrence and during the continuance
of an Event of Default, at the request of Collateral Agent, for the benefit of
Collateral Agent, cause any registration, qualification under or compliance
with any federal or state securities law or laws to be effected with respect to
all or any part of the Pledged Collateral as soon as practicable and at such
Pledgor's sole cost and expense.  The Pledgor will use its best efforts to
cause such registration to be effected (and be kept effective) and will use its
best efforts to cause such qualification and compliance to be effected (and be
kept effective) as may be so requested and as would permit or facilitate the
sale and distribution of such Pledged Collateral, including, without
limitation, registration under the Securities Act (or any similar statute then
in effect), appropriate qualifications under applicable blue sky or other state
securities laws and appropriate compliance with any other government
requirements.  The Pledgor will cause Collateral Agent to be kept advised in
writing as to the progress of each such registration, qualification or
compliance and as to the completion thereof, will furnish to Collateral Agent
such number of prospectuses, offering circulars or other documents incident
thereto as Collateral Agent from time to time may request, and will indemnify
and will cause the issuer of the Pledged Collateral to indemnify Collateral
Agent and all others participating in the distribution of such Pledged
Collateral against all claims, losses, damages and liabilities caused by any
untrue statement (or alleged untrue statement) of a material fact contained
therein (or in any related registration

<PAGE>   237

statement, notification or the like) or by any omission (or alleged omission)
to state therein (or in any related registration statement, notification or the
like) a material fact required to be stated therein or necessary to make the
statements therein not misleading.

         (d) If Collateral Agent determines to exercise its right to sell any
or all of the Pledged Collateral, upon written request, each Pledgor shall from
time to time furnish to Collateral Agent all such information as Collateral
Agent may request in order to determine the number of securities included in
the Pledged Collateral which may be sold by Collateral Agent as exempt
transactions under the Securities Act and the rules  of the Securities and
Exchange Commission thereunder, as the same are from time to time in effect.

         (e) The Pledgor recognizes that, by reason of certain prohibitions
contained in laws, rules, regulations or orders of any foreign Governmental
Authority, Collateral Agent may be compelled, with respect to any sale of all
or any part of the Pledged Collateral, to limit purchasers to those who meet
the requirements of such foreign Governmental Authority.  The Pledgor
acknowledges that any such sales may be at prices and on terms less favorable
to Collateral Agent than those obtainable through a public sale without such
restrictions, and, notwithstanding such circumstances, agrees that any such
restricted sale shall be deemed to have been made in a commercially reasonable
manner and that Collateral Agent shall have no obligation to engage in public
sales.

         (f) In addition to any of the other rights and remedies hereunder,
Collateral Agent shall have the right to institute a proceeding seeking
specific performance in connection with any of the agreements or obligations
hereunder.

         (g) Without limiting the generality of the provisions in Section 15
hereof, Pledgor hereby constitutes and appoints Collateral Agent, with full
power of substitution, its true and lawful attorney-in-fact, in its name, place
and stead to take any action upon the occurrence and during the continuance of
an Event of Default required to reflect the foreclosure sale of the Pledged
Collateral or the exercise of any remedy hereunder.  The foregoing grant of
authority is a power of attorney coupled with an interest and

<PAGE>   238

such appointment shall be irrevocable for the term of this Agreement.

         Section 11. Application of Proceeds.  All Distributions held from time
to time by Collateral Agent and all cash proceeds received by Collateral Agent
in respect of any sale of, collection from, or other realization upon all or
any part of the Pledged Collateral pursuant to the exercise by Collateral Agent
of its remedies as a secured creditor as provided in Section 10 hereof shall be
applied, together with any other sums then held by Collateral Agent pursuant to
this Agreement, promptly by Collateral Agent as follows:

         First, to the payment of all reasonable costs and expenses, fees,
    commissions and taxes of such sale, collection or other realization,
    including, without limitation, reasonable compensation to Collateral Agent
    and its agents and counsel, and all reasonable expenses, liabilities and
    advances made or incurred by Collateral Agent in connection therewith,
    together with interest on each such amount at the highest rate then in
    effect under the Credit Agreement from and after the date such amount is
    due, owing or unpaid until paid in full;

         Second, to the payment of all other reasonable costs and expenses of
    such sale, collection or other realization, including, without limitation,
    reasonable compensation to the Banks and their agents and counsel and all
    reasonable expenses, liabilities and advances made or incurred by the Banks
    in connection therewith, together with interest on each such amount at the
    highest rate then in effect under the Credit Agreement from and after the
    date such amount is due, owing or unpaid until paid in full;

         Third, to the indefeasible payment in full in cash of interest and all
    amounts other than principal under the Credit Agreement at any time and
    from time to time owing by the Pledgor under or in connection with the
    Credit Agreement, ratably according to the unpaid amounts thereof, without
    preference or priority of any kind among amounts so due and payable,
    together with

<PAGE>   239

    interest on each such amount at the highest rate then in effect under the
    Credit Agreement from and after the date such amount is due, owing or
    unpaid until paid in full;

         Fourth, to the indefeasible payment in full in cash of principal at
    any time and from time to time owing by the Pledgor under or in connection
    with the Credit Agreement, ratably according to the unpaid amounts thereof,
    without preference or priority of any kind, among amounts of principal so
    due and payable, together with interest on each such amount at the highest
    rate then in effect under the Credit Agreement from and after the date such
    amount is due, owing or unpaid until paid in full; and

         Fifth, to the applicable Pledgor, or its successors or assigns or to
    whomsoever may be lawfully entitled to receive the same or as a court of
    competent jurisdiction may direct, of any surplus then remaining from such
    proceeds.

         Section 12. Expenses.  The Pledgor will upon demand pay to Collateral
Agent the amount of any and all expenses, including the reasonable fees and
expenses of its counsel and the fees and expenses of any experts and agents,
which Collateral Agent may incur in connection with (i) the collection of the
Secured Obligations, (ii) the enforcement and administration of this Agreement,
(iii) the custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Pledged Collateral, (iv) the exercise or
enforcement of any of the rights of Collateral Agent or any Secured Party
hereunder or (v) the failure by the Pledgor to perform or observe any of the
provisions hereof.  All amounts payable by the Pledgor under this Section 12
shall be due upon demand and shall be part of the Secured Obligations.  The
Pledgor's obligations under this Section 12 shall survive the termination of
this Agreement and the discharge of such Pledgor's other obligations hereunder.

         Section 13. No Waiver; Cumulative Remedies.

<PAGE>   240

         (a) No failure on the part of Collateral Agent to exercise, no course
of dealing with respect to, and no delay on the part of Collateral Agent in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right, power or
remedy hereunder preclude any other or further exercise thereof or the exercise
of any other right, power or remedy.  The remedies herein provided are
cumulative and are not exclusive of any remedies provided by law.

         (b) In the event Collateral Agent shall have instituted any proceeding
to enforce any right, power or remedy under this instrument by foreclosure,
sale, entry or otherwise, and such proceeding shall have been discontinued or
abandoned for any reason or shall have been determined adversely to Collateral
Agent, then and in every such case, each Pledgor, Collateral Agent and each
holder of any of the Secured Obligations shall be restored to their respective
former positions and rights hereunder with respect to the Pledged Collateral,
and all rights, remedies and powers of Collateral Agent and the Secured Parties
shall continue as if no such proceeding had been instituted.

         Section 14. Collateral Agent.  Collateral Agent has been appointed as
collateral agent pursuant to the Credit Agreement.  The actions of Collateral
Agent hereunder are subject to the provisions of the Credit Agreement.
Collateral Agent shall have the right hereunder to make demands, to give
notices, to exercise or refrain from exercising any rights, and  to take or
refrain from taking action (including, without limitation, the release or
substitution of Pledged Collateral), in accordance with this Agreement and the
Credit Agreement.  Collateral Agent may resign and a successor Collateral Agent
may be appointed in the manner provided in the Credit Agreement; provided,
however, that at the time of appointment of a successor Collateral Agent, if
Collateral Agent, through its possession, control, or ownership of Pledged
Collateral or otherwise, holds, owns, or controls any Governmental License
issued by the FCC such that the FCC must consent to the appointment of a
successor Collateral Agent, until the FCC has consented to the appointment of a
successor Collateral Agent the Collateral Agent shall retain control over such
Pledged Collateral or Government Licenses.  Upon the acceptance of any
appointment as Collateral Agent by a successor Collateral Agent, that successor
Collateral Agent

<PAGE>   241

shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Collateral Agent under this Agreement,
and the retiring Collateral Agent shall thereupon be discharged from its duties
and obligations under this Agreement. After any retiring Collateral Agent's
resignation, the provisions of this Agreement shall inure to its benefit as to
any actions taken or omitted to be taken by it under this Agreement while it
was Collateral Agent.

         Section 15. Collateral Agent May Perform; Collateral Agent Appointed
Attorney-in-Fact.  If the Pledgor shall fail to do any act or thing that it has
covenanted to do hereunder or any warranty on the part of such Pledgor
contained herein shall be breached, Collateral Agent or any Secured Party may
(but shall not be obligated to), subject to the provisions of Section 29 of
this Agreement, do the same or cause it to be done or remedy any such breach,
and may expend funds for such purpose.  Any and all amounts so expended by
Collateral Agent or such Secured Party shall be paid by such Pledgor promptly
upon demand therefor, with interest at the highest rate then in effect under
the Credit Agreement during the period from and including the date on which
such funds were so expended to the date of repayment.  The Pledgor's
obligations under this Section 15 shall survive the termination of this
Agreement and the discharge of such Pledgor's other obligations under this
Agreement, the Credit Agreement and any other Credit Document.  The Pledgor
hereby appoints Collateral Agent its attorney-in-fact with an interest, with
full authority in the place and stead of such Pledgor and in the name of such
Pledgor, or otherwise, from time to time in Collateral Agent's discretion to
take any action and to execute any instrument consistent with the terms  of
this Agreement and the other Credit Documents which the Collateral Agent may
deem necessary or advisable to accomplish the purposes of this Agreement except
that with respect to any FCC applications or filings or other action subject to
FCC rules, regulations and policies, Collateral Agent shall serve as
attorney-in-fact only to the extent permitted under the Communications Act and
FCC rules, regulations and policies.  The foregoing grant of authority is a
power of attorney coupled with an interest and such appointment shall be
irrevocable for the term of this Agreement.  The Pledgor hereby ratifies all
that such attorney shall lawfully do or cause to be done by virtue hereof.

<PAGE>   242

         Section 16. Indemnity.

         (a) Indemnity.  The Pledgor agrees to indemnify, pay and hold harmless
Collateral Agent and each of the Secured Parties and the officers, directors,
employees, agents and affiliates of Collateral Agent and each of the Secured
Parties (collectively called the "Indemnitees") from and against any and all
other liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, claims, costs (including, without limitation, settlement costs),
expenses or disbursements of any kind or nature whatsoever (including, without
limitation, the reasonable fees and disbursements of counsel for such
Indemnitees in connection with any investigative, administrative or judicial
proceeding commenced or threatened, whether or not such Indemnitee shall be
designated a party thereto), which may be imposed on, incurred by, or asserted
against that Indemnitee, in any manner relating to or arising out of this
Agreement or any other Credit Document (including, without limitation, any
misrepresentation by the Pledgor in this Agreement or any other Credit
Document) (the "indemnified liabilities"); provided that the Pledgors shall not
have any obligation to an Indemnitee hereunder with respect to indemnified
liabilities if it has been determined by a final decision (after all appeals
and the expiration of time to appeal) by a court of competent jurisdiction that
such indemnified liability arose from the gross negligence or willful
misconduct of that Indemnitee.  To the extent that the undertaking to
indemnify, pay and hold harmless set forth in the preceding sentence may be
unenforceable because it is violative of any law or public policy, each Pledgor
shall contribute the maximum portion which it is permitted to pay and satisfy
under applicable law, to the payment and satisfaction of all indemnified
liabilities incurred by the Indemnitees or any of them.

         (b) Survival.  The obligations of each Pledgor contained in this
Section 16 shall survive the termination of this Agreement and the discharge of
each Pledgor's other obligations under this Agreement and under the other
Credit Documents.

         (c) Reimbursement.  Any amounts paid by any Indemnitee as to which
such Indemnitee has the right to

<PAGE>   243

reimbursement shall constitute Secured Obligations secured by the Pledged
Collateral.

         Section 17. Modification in Writing.  No amendment, modification,
supplement, termination or waiver of or to any provision of this Agreement, nor
consent to any departure by the Pledgor therefrom, shall be effective unless
the same shall be done in accordance with the terms of the Credit Agreement and
unless in writing and signed by Collateral Agent and Pledgor.  Any amendment,
modification or supplement of or to any provision of this Agreement, any waiver
of any provision of this Agreement, and any consent to any departure by the
Pledgor from the terms of any provision of this Agreement, shall be effective
only in the specific instance and for the specific purpose for which made or
given.  Except where notice is specifically required by this Agreement or any
other Credit Document, no notice to or demand on the Pledgor in any case shall
entitle any such Pledgor to any other or further notice or demand in similar or
other circumstances.

         Section 18. Termination; Release.  When all the Secured Obligations
have been indefeasibly paid in full and the Commitments of the Banks to make
any Loan under the Credit Agreement shall have expired, this Agreement shall
terminate.  Upon termination of this Agreement or any release of Pledged
Collateral in accordance with the provisions of the Credit Agreement,
Collateral Agent shall, upon the request and at the sole cost and expense of
the applicable Pledgor, forthwith assign, transfer and deliver to such Pledgor,
against receipt and without recourse to or warranty by Collateral Agent, such
of the Pledged Collateral to be released (in the case of a release) as may be
in the possession of Collateral Agent and as shall not have been sold or
otherwise applied pursuant to the terms hereof, on the order of and at the sole
cost and expense of such Pledgor, and proper instruments (including UCC
termination statements on Form UCC-3) acknowledging the termination of this
Agreement or the release of such Pledged Collateral, as the case may be.

         Section 19. Notices.  Unless otherwise provided herein or in the
Credit Agreement, any notice or other communication herein required or
permitted to be given shall be given in the manner set forth in the Credit
Agreement;

<PAGE>   244

provided that notices to Collateral Agent shall not be effective until received
by Collateral Agent.

         Section 20. Continuing Security Interest; Assignment.  This Agreement
shall create a continuing security interest in the Pledged Collateral and shall
(i) be binding upon each Pledgor, its respective successors and assigns, and
(ii) inure, together with the rights and remedies of Collateral Agent
hereunder, to the benefit of Collateral Agent and the other Secured Parties and
each of their respective successors, transferees and assigns; no other Persons
(including, without limitation, any other creditor of the Pledgor) shall have
any interest herein or any right or benefit with respect hereto.  Without
limiting the generality of the foregoing clause (ii), any Bank may assign or
otherwise transfer any indebtedness held by it secured by this Agreement to any
other Person, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to such Bank, herein or otherwise, subject
however, to the provisions of the Credit Agreement.

         Section 21. GOVERNING LAW; TERMS.  THIS AGREEMENT SHALL BE GOVERNED
BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT TO
THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER,
OR REMEDIES HEREUNDER, IN RESPECT OF ANY PLEDGED COLLATERAL ARE GOVERNED BY THE
LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

         Section 22. CONSENT TO JURISDICTION AND SERVICE OF PROCESS.  ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST THE PLEDGOR WITH RESPECT TO THIS AGREEMENT
MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE
STATE OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT THE PLEDGOR
ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH THIS AGREEMENT.  THE PLEDGOR DESIGNATES AND APPOINTS AMERICAN TELECASTING,
INC., WITH AN ADDRESS AT 5575 TECH CENTER DRIVE, SUITE 300, COLORADO SPRINGS,
COLORADO 80919, AND SUCH OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY THE
PLEDGOR IRREVOCABLY  AGREEING IN WRITING TO SO SERVE, AS ITS AGENT TO RECEIVE
ON ITS BEHALF, SERVICE OF ALL PROCESS IN ANY

<PAGE>   245

SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY
THE PLEDGOR TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.  A COPY OF
SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PLEDGOR AT ITS
ADDRESS PROVIDED FOR IN SECTION 19 HEREOF EXCEPT THAT UNLESS OTHERWISE PROVIDED
BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY
OF SERVICE OF PROCESS.  IF ANY AGENT APPOINTED BY THE PLEDGOR REFUSES TO
RECEIVE AND FORWARD SUCH SERVICE, THE PLEDGOR HEREBY AGREES THAT SERVICE UPON
IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE.  NOTHING HEREIN SHALL AFFECT THE
RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE
RIGHT OF COLLATERAL AGENT TO BRING PROCEEDINGS AGAINST PLEDGOR IN THE COURTS OF
ANY OTHER JURISDICTION.

         Section 23. Severability of Provisions.  Any provision of this
Agreement 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.

         Section 24. Execution in Counterparts.  This Agreement and any
amendments, waivers, consents or supplements hereto may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original, but all such counterparts together shall constitute one and the
same agreement.

         Section 25. Headings.  The Section headings used in this Agreement are
for convenience of reference only and shall not affect the construction of this
Agreement.

         Section 26. Obligations Absolute.  All obligations of the Pledgor
hereunder shall be absolute and unconditional irrespective of:

         (i) any bankruptcy, insolvency, reorganization, arrangement,
    readjustment, composition, liquidation or the like of the Pledgor or any
    other Credit Party;

<PAGE>   246

         (ii)    any lack of validity or enforceability of the Credit
    Agreement, the Guarantee or any other Credit Document or any other
    agreement or instrument relating thereto;

         (iii)   any change in the time, manner or place of payment of, or in
    any other term of, all or any of the Secured Obligations, or any other
    amendment or waiver of or any consent to any departure from the Credit
    Agreement, the Guarantee, any other Credit Document or any other agreement
    or instrument relating thereto;

         (iv)    any exchange, release or non-perfection of any other
    collateral, or any release or amendment or waiver of or consent to any
    departure from any guarantee, for all or any of the Secured Obligations;

         (v)     any exercise or non-exercise, or any waiver of any right,
    remedy, power or privilege under or in respect of this Agreement, the
    Guarantee or any other Credit Document except as specifically set forth in
    a waiver granted pursuant to the provisions of Section 17 hereof; or

         (vi)    any other circumstances which might otherwise constitute a
    defense available to, or a discharge of, any other Pledgor.

         Section 27. Collateral Agent's Right to Sever Indebtedness.

         (a) The Pledgor acknowledges that (i) the Pledged Collateral does not
constitute the sole source of security for the payment and performance of the
Secured Obligations and that the Secured Obligations are also secured by other
types of property of such Pledgor and its Affiliates in other jurisdictions
(all such property, collectively, the " "), (ii) the number of such
jurisdictions and the nature of the transaction of which this instrument is a
part are such that it would have been impracticable for the parties to allocate
to each item of Collateral a specific loan amount and to

<PAGE>   247

execute in respect of such item a separate credit agreement, and (iii) each
Pledgor intends that Collateral Agent have the same rights with respect to the
Pledged Collateral, in any judicial proceeding relating to the exercise of any
right or remedy hereunder or otherwise, that Collateral Agent would have had if
each item of collateral had been pledged or encumbered pursuant to a separate
credit agreement and security instrument.  In furtherance of such intent, each
Pledgor agrees to the greatest extent permitted by law that Collateral Agent
may at any time  by notice (an "Allocation Notice") to the Pledgor allocate a
portion of the Secured Obligations (the "Allocated Indebtedness") to the
Pledged Collateral of such Pledgor and sever from the remaining Secured
Obligations the Allocated Indebtedness.  From and after the giving of an
Allocation Notice with respect to the Pledged Collateral, the Secured
Obligations hereunder shall be limited to the extent set forth in the
Allocation Notice and (as so limited) shall, for all purposes, be construed as
a separate credit obligation of each Pledgor unrelated to the other
transactions contemplated by the Credit Agreement or any other Credit Document
or any document related to either thereof.  To the extent that the proceeds of
any judicial proceeding relating to the exercise of any right or remedy
hereunder of the Pledged Collateral shall exceed the Allocated Indebtedness,
such proceeds shall belong to such Pledgor and shall not be available hereunder
to satisfy any Secured Obligations of such Pledgor other than the Allocated
Indebtedness.  In any action or proceeding to exercise any right or remedy
under this Agreement which is commenced after the giving by Collateral Agent of
an Allocation Notice, the Allocation Notice shall be conclusive proof of the
limits of the Secured Obligations hereby secured, and the Pledgor may
introduce, by way of defense or counterclaim, evidence thereof in any such
action or proceeding.  Notwithstanding any provision of this Section 27, the
proceeds received by Collateral Agent pursuant to this Agreement shall be
applied by Collateral Agent in accordance with the provisions of Section 11
hereof.

         (b) The Pledgor hereby waives to the greatest extent permitted under
law the right to a discharge of any of the Secured Obligations under any
statute or rule of law now or hereafter in effect which provides that the
exercise of any particular right or

<PAGE>   248

remedy as provided for herein (by judicial proceedings or otherwise)
constitutes the exclusive means for satisfaction of the Secured Obligations or
which makes unavailable any further judgment or any other right or remedy
provided for herein because Collateral Agent elected to proceed with the
exercise of such initial right or remedy or because of any failure by
Collateral Agent to comply with laws that prescribe conditions to the
entitlement to such subsequent judgment or the availability of such subsequent
right or remedy.  In the event that, notwithstanding the foregoing waiver, any
court shall for any reason hold that such subsequent judgment or action is not
available to Collateral Agent, no Pledgor shall (i) introduce in any other
jurisdiction any judgment so holding as a defense to enforcement against such
Pledgor of any remedy in the Credit Agreement, the Guarantee or any other
agreement  or instrument executed in connection with the Credit Agreement or
(ii) seek to have such judgment recognized or entered in any other
jurisdiction, and any such judgment shall in all events be limited in
application only to the state or jurisdiction where rendered and only with
respect to the collateral referred to in such judgment.

         (c) In the event any instrument in addition to the Allocation Notice
is necessary to effectuate the provisions of this Section 27, including,
without limitation, any amendment to this Agreement, any substitute promissory
note or affidavit or certificate of any kind, Collateral Agent may execute and
deliver such instrument as the attorney-in-fact of the Pledgor.

         (d) Notwithstanding anything set forth herein to the contrary, the
provisions of this Section 27 shall be effective only to the maximum extent
permitted by law.

         Section 28. Future Advances.  This Agreement shall secure the payment
of any amounts advanced from time to time pursuant to the Credit Agreement.

         Section 29. Facilitating Governmental Approvals; Specific Performance.

         (a) In connection with the exercise by Collateral Agent of its rights
under this Agreement relating to the disposition of the Pledged Collateral as
it may affect the control of any Governmental License issued by the FCC or any
other authorizations, agreements, permits, licenses, and

<PAGE>   249

franchises of the Pledgor, it may be necessary to obtain the prior consent or
approval of the FCC or other Governmental Authority to the exercise of
Collateral Agent's rights with respect to the Pledged Collateral.  To the
extent that any such consent or approval is required for any action that
Collateral Agent may take under this Agreement with respect to the Pledged
Collateral, receipt of such FCC or Governmental Authority approval shall be a
condition precedent to Collateral Agent's exercise of such rights.  In
furtherance of the first sentence of this Section, the Pledgor hereby agrees,
at its own cost, to use its best efforts to take any and all actions which
Collateral Agent may request in order to obtain such consents or approvals or
any other governmental authorization as may be necessary to enable Collateral
Agent to exercise and enjoy the full rights and benefits granted to it under
this Agreement, the Credit Agreement, or any other Credit Document, including,
without limitation, the preparation, execution, delivery or filing on  the
Pledgor's behalf and in such Pledgor's name, or in such other name as may be
appropriate or required, or causing to be prepared, executed, delivered or
filed, all applications, certificates, filings, instruments, information,
reports and other documents (including, without limitation, any application for
any assignment or transfer of control or ownership).

         (b) The Pledgor hereby acknowledges that a breach of any of its
respective obligations contained in this Agreement will cause irreparable
injury to Collateral Agent, and that such a breach would not be adequately
compensable in damages, and therefore Pledgors agree that their obligations
under this Agreement shall be specifically enforceable.

<PAGE>   250

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the date first above written.

                                AMERICAN TELECASTING OF GREEN BAY, INC.,
                                as Pledgor
                                        
                                By: /s/ AMERICAN TELECASTING OF GREEN
                                        BAY, INC.
                                    -----------------------------------
                                    Name:
                                    Title:
                                
                                BANQUE INDOSUEZ, NEW YORK BRANCH,
                                  as Collateral Agent
                                
                                By: /s/ BANQUE INDOSUEZ
                                    -----------------------------------
                                    Name:
                                    Title:
                                
                                By:
                                    -----------------------------------
                                    Name:
                                    Title:
                                
                                Notice Address:

                                Banque Indosuez, New York Branch
                                1211 Avenue of the Americas
                                New York, N.Y.  10036
                                Attention:  Michael Arougheti

<PAGE>   251

                                  SCHEDULE I

                                Pledged Shares

<PAGE>   252


<TABLE>
<CAPTION>
                                                                     PERCENTAGE OF
                                                                     ALL CAPITAL OR
                                                                     OTHER EQUITY
           CLASS OF      PAR        CERTIFICATE       NUMBER         INTERESTS OF
ISSUER     SECURITY      VALUE         NO(S)          OF SHARES      ISSUER
------     --------      -----      ------------      ---------      -------------
<S>        <C>           <C>        <C>               <C>            <C>
</TABLE>                                        

<PAGE>   253

                                 SCHEDULE II

                              Intercompany Notes

<TABLE>
<CAPTION>
             PRINCIPAL        DATE OF       INTEREST       MATURITY
ISSUER       AMOUNT           ISSUANCE      RATE           DATE    
------       ---------        --------      --------       --------
<S>          <C>              <C>           <C>            <C>
</TABLE>

<PAGE>   254

                                   EXHIBIT 1

                                PLEDGE AMENDMENT

         This Pledge Amendment, dated      , 199 , is delivered pursuant to
Section 5 of the Agreement referred to below.  The undersigned hereby agrees
that this Pledge Amendment may be attached to the Securities Pledge Agreement,
dated as of February 24, 1997, made by the undersigned (as defined in the
Securities Pledge Agreement), in favor of Banque Indosuez, New York Branch, as
Collateral Agent (the "Agreement"; capitalized terms used herein and not
defined have the meanings ascribed to them in the Credit Agreement) and that
the Pledged Shares listed on this Pledge Amendment shall be deemed to be and
shall become part of the Pledged Collateral and shall secure all Secured
Obligations.

                                        ---------------------------------------

                                        By:
                                            -----------------------------------
                                            Title:

<PAGE>   255

                                  SCHEDULE I

                                Pledged Shares


<TABLE>
<CAPTION>
                                                                     PERCENTAGE OF
                                                                     ALL CAPITAL OR
                                                                     OTHER EQUITY
           CLASS OF      PAR        CERTIFICATE       NUMBER         INTERESTS OF
ISSUER     SECURITY      VALUE         NO(S)          OF SHARES      ISSUER
------     --------      -----      ------------      ---------      -------------
<S>        <C>           <C>        <C>               <C>            <C>

</TABLE>



<PAGE>   256

                                 SCHEDULE II

                              Intercompany Notes



<TABLE>
<CAPTION>
             PRINCIPAL        DATE OF       INTEREST       MATURITY
ISSUER       AMOUNT           ISSUANCE      RATE           DATE    
------       ---------        --------      --------       --------
<S>          <C>              <C>           <C>            <C>
</TABLE>




<PAGE>   257

                                      -1-

                           GENERAL SECURITY AGREEMENT

         GENERAL SECURITY AGREEMENT (the "Agreement"), dated as of February 26,
1997, made by each of the subsidiaries party hereto (collectively, the
"Pledgors"), in favor of BANQUE INDOSUEZ, NEW YORK BRANCH, having an office at
1211 Avenue of the Americas, 7th Floor, New York, New York 10036, as pledgee,
assignee and secured party, in its capacity as collateral agent (in such
capacities and together with any successors in such capacity, "Collateral
Agent") for the lending institutions (the "Banks") from time to time party to
the Credit Agreement (as hereinafter defined).

                               R E C I T A L S :

         A.  Pursuant to a certain credit agreement, dated as of the date
hereof (as amended, amended and restated, supplemented or otherwise modified
from time to time, the "Credit Agreement"; capitalized terms used herein and
not defined shall have the meanings assigned to them in the Credit Agreement),
among American Telecasting, Inc. ("ATel"), the Banks and Banque Indosuez, New
York Branch, as Agent for the Banks, the Banks have agreed to make to or for
the account of ATel Loans up to an aggregate principal amount of $17,000,000.

         B.  Pledgors are the legal and beneficial owners of the Pledged
Collateral (as hereinafter defined).

         C.  Pledgors have executed and delivered to Collateral Agent a certain
guarantee instrument (the "Guarantee") pursuant to which, among other things,
Pledgors have guaranteed the obligations of ATel under the Credit Agreement,
and Pledgors desire that their obligations under such Guarantee be secured
hereunder.

         D.  It is a condition to the obligations of the Banks to make the
Loans under the Credit Agreement that Pledgors execute and deliver the
applicable Credit Documents, including this Agreement.





______________________________________
Footnote continued from previous page.

<PAGE>   258

                                      -2-

         E.  This Agreement is given by Pledgors in favor of Collateral Agent
for its benefit and the benefit of the Banks and the Agent (collectively, the
"Secured Parties") to secure the payment and performance of all of the Secured
Obligations (as defined in Section 2).

                              A G R E E M E N T :

         NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Pledgors and Collateral Agent hereby agree as follows:

         Pledge.  As collateral security for the payment and performance when
due of all the Secured Obligations, Pledgors hereby pledge, assign, transfer
and grant to Collateral Agent for its benefit and the benefit of the Secured
Parties, a continuing first priority security interest (except as set forth on
Schedule A hereto) in and to all of the right, title and interest of Pledgors
in, to and under the following property, whether now existing or hereafter
acquired (collectively, the "Pledged Collateral"):

         each and every Receivable (as hereinafter defined);

         all Inventory (as hereinafter defined);

         all books, records, ledgers, print-outs, file materials and other
    papers containing information relating to Receivables and any account
    debtors in respect thereof, together with all Contracts (as hereinafter
    defined);

         all Equipment (as hereinafter defined); provided, however, that the
    security interest granted hereby in respect of any transmission and
    reception equipment utilized to transmit on ITFS frequencies shall be
    subject and subordinate to the terms of the System Agreements and the
    rights of the licensees of the ITFS frequencies under the System
    Agreements;





______________________________________
Footnote continued from previous page.

<PAGE>   259

                                      -3-

         all Intangibles (as hereinafter defined);

         all Insurance Policies (as hereinafter defined);

         all Pension Plan Reversions (as hereinafter defined);

         all Governmental Licenses, but only as and to the extent permitted by
    applicable law and administrative rules and regulations (including the
    rules and regulations promulgated by the FCC);

         all System Agreements (other than channel lease agreements), but only
    as and to the extent permitted by applicable law and administrative rules
    and regulations (including the rules and regulations promulgated by the
    FCC);

         any and all property of every name and nature which from time to time
    after the date hereof, by delivery or by writing of any kind for the
    purposes hereof, shall have been conveyed, mortgaged, pledged, assigned or
    transferred by Pledgors or by anyone on a Pledgor's behalf or with its
    consent to Collateral Agent for the benefit of the Secured Parties, which
    is hereby authorized to receive at any and all times any such property, as
    and for additional security for the payment of the Secured Obligations and
    to hold and apply such property subject to and in accordance with this
    Agreement; including, without limitation, all monies due and to become due
    to Pledgors in connection with any of the foregoing and all rights,
    remedies, powers, privileges and claims of Pledgors under or in connection
    therewith;

         all Documents (as hereinafter defined);

         all Instruments (as hereinafter defined); and





______________________________________
Footnote continued from previous page.

<PAGE>   260

                                      -4-

         all Proceeds (as hereinafter defined) of any and all of the foregoing.

         Secured Obligations.  This Agreement secures, and the Pledged
Collateral is collateral security for, the payment and performance in full when
due, whether at stated maturity, by acceleration or otherwise (including,
without limitation, the payment of interest and other amounts which would
accrue and become due but for the filing of a petition in bankruptcy or the
operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11
U.S.C. Section 362(a)), of (i) all Obligations of Pledgors now existing or
hereafter arising under or in respect of the Guarantee (including, without
limitation, Pledgors' obligations to pay principal, interest and all other
charges, fees, expenses, commissions, reimbursements, premiums, indemnities and
other payments related to or in respect of the obligations contained in the
Guarantee), (ii) all Obligations of the Pledgors now existing or hereafter
arising under or in respect of the Credit Agreement (including, without
limitation, the obligations of Pledgors to pay principal, interest and all
other reasonable charges, fees, expenses, commissions, reimbursements,
premiums, indemnities and other payments related to or in respect of the
Obligations contained in the Credit Agreement) and (iii) without duplication of
the amounts described in clauses (i) and (ii), all obligations of Pledgors now
existing or hereafter arising under or in respect of this Agreement or any
other Security Document, including, without limitation, all reasonable charges,
fees, expenses, commissions, reimbursements, premiums, indemnities and other
payments related to or in respect of the obligations contained in this
Agreement or in any other Security Document, in each case whether in the
regular course of business or otherwise (the obligations described in clauses
(i), (ii) and (iii), collectively, the "Secured Obligations").

         No Release.  Nothing set forth in this Agreement shall relieve
Pledgors from the performance of any term, covenant, condition or agreement on
Pledgors' part to be performed or observed under or in respect of any of the
Pledged Collateral or from any liability to any Person under or in respect of
any of the Pledged Collateral or shall impose any obligation on Collateral
Agent or any Secured Party to perform or observe any such term, covenant,
condition or agreement on Pledgors' part to be so performed or observed or
shall impose





______________________________________
Footnote continued from previous page.

<PAGE>   261

                                      -5-

any liability on Collateral Agent or any Secured Party for any act or omission
on the part of Pledgors relating thereto or for any breach of any
representation or warranty on the part of Pledgors contained in this Agreement
or any other Credit Document, or under or in respect of the Pledged Collateral
or made in connection herewith or therewith.  The obligations of Pledgors
contained in this Section 3 shall survive the termination of this Agreement and
the discharge of Pledgors' other obligations under this Agreement or the other
Credit Documents.

         Supplements by Collateral Agent.  Pledgors hereby authorize Collateral
Agent, without relieving Pledgors of any obligations hereunder, to file
financing statements, continuation statements, amendments thereto and other
documents relative to all or any part thereof, without the signature of
Pledgors where permitted by law, and Pledgors agree to do such further acts and
things, and to execute and deliver to Collateral Agent such additional
assignments, agreements, powers and instruments, as Collateral Agent may deem
necessary or appropriate, wherever required or permitted by law in order to
perfect and preserve the rights and interests granted to Collateral Agent
hereunder or to carry into effect the purposes of this Agreement or better to
assure and confirm unto Collateral Agent its respective rights, powers and
remedies hereunder.  All of the foregoing shall be at the sole cost and expense
of Pledgors.

         Representations, Warranties and Covenants.  Pledgors represent,
warrant and covenant as follows:

         Necessary Filings.  Upon the filing of financing statements and
    acceptance thereof in the appropriate offices under the UCC, the security
    interest granted to Collateral Agent for the benefit of the Secured Parties
    pursuant to this Agreement in and to the Pledged Collateral will constitute
    a perfected security interest therein, superior and prior to the rights of
    all other Persons therein and subject to no Liens other than the Liens
    identified on Schedule A relating to the items of Pledged Collateral
    identified on such schedule (collectively, "Prior Liens").





______________________________________
Footnote continued from previous page.

<PAGE>   262

                                      -6-

         No Liens.  Pledgors are as of the date hereof, and, as to Pledged
    Collateral acquired by them from time to time after the date hereof,
    Pledgors will be, the owner of all Pledged Collateral free from any Lien or
    other right, title or interest of any Person other than (i) Prior Liens,
    (ii) the Lien and security interest created by this Agreement, (iii) Liens
    of the type described in clauses (a), (b), (c), (d), (i) and (j) of the
    definition of Permitted Encumbrances and (iv) Liens for taxes being
    contested in accordance with the Credit Agreement, and Pledgors shall
    defend the Pledged Collateral against all claims and demands of all Persons
    at any time claiming any interest therein adverse to Collateral Agent or
    any Secured Party.

         Other Financing Statements.  There is no financing statement (or
    similar statement or instrument of registration under the law of any
    jurisdiction) covering or purporting to cover any interest of any kind in
    the Pledged Collateral other than financing statements relating to (i)
    Prior Liens, (ii) this Agreement and (iii) Liens of the type described in
    clauses (a), (b), (c), (d), (i) and (j) of the definition of Permitted
    Encumbrances and so long as any of the Secured Obligations remain unpaid or
    the Commitments of the Banks to make any Loan shall not have expired or
    been sooner terminated, Pledgors shall not execute, authorize or permit to
    be filed in any public office any financing statement (or similar statement
    or instrument of registration under the law of any jurisdiction) or
    statements relating to the Pledged Collateral, except, in each case,
    financing statements filed or to be filed in respect of and covering the
    security interests granted by Pledgors pursuant to this Agreement,
    financing statements relating to Prior Liens and financing statements
    relating to Liens of the type described in clauses (a), (b), (c), (d) and
    (i) of the definition of Permitted Encumbrances.

         Chief Executive Office; Records.  The chief executive office of each
    of Pledgors is located at 5575 Tech Center Drive, Suite 300, Colorado
    Springs, CO 80919.  Each Pledgor shall not move its chief executive office
    except to such new location as it may establish in accordance with the last
    sentence of this Section 5(d).  All tangible





______________________________________
Footnote continued from previous page.

<PAGE>   263

                                      -7-

    evidence of all Receivables, Pension Plan Reversions, Contracts,
    Intangibles, Insurance Policies, System Agreements and Governmental
    Licenses of each Pledgor and the only original books of account and records
    of each Pledgor relating thereto are, and will continue to be, kept at such
    chief executive office, or at such new location for such chief executive
    office as each Pledgor may establish in accordance with the last sentence
    of this Section 5(d).  All Receivables, Pension Plan Reversions, Contracts,
    Intangibles, Insurance Policies, System Agreements and Governmental
    Licenses of each Pledgor are, and will continue to be, controlled and
    monitored (including, without limitation, for general accounting purposes)
    from such chief executive office location shown above, or such new location
    as a Pledgor may establish in accordance with the last sentence of this
    Section 5(d).  Pledgors shall not establish a new location for their chief
    executive office nor change their name until (i) it shall have given
    Collateral Agent not less than 45 days' prior written notice of its
    intention so to do, clearly describing such new location or name and
    providing such other information in connection therewith as Collateral
    Agent or any Secured Party may request, and (ii) with respect to such new
    location or name, Pledgors shall have taken all action satisfactory to
    Collateral Agent and the Secured Parties to maintain the perfection and
    priority of the security interest of Collateral Agent for the benefit of
    the Secured Parties in the Pledged Collateral intended to be granted
    hereby, including, without limitation, obtaining waivers of landlord's or
    warehouseman's liens with respect to such new location, if applicable.

         Location of Inventory.  All Inventory held on the date hereof by each
    Pledgor is located at one of the locations shown with respect to each such
    Pledgor on Schedule B hereto, except for Inventory in transit in the
    ordinary course of business to or from one or more of such locations or
    such inventory located at the premises of subscribers in the ordinary
    course of business.  All Inventory now held or subsequently acquired shall
    be kept at one of the locations shown on Schedule B hereto with respect to
    each Pledgor, except for Inventory in transit in the ordinary course of
    business to or from one or more of such locations or such Inventory located
    at the premises of subscribers in the ordinary course of





______________________________________
Footnote continued from previous page.

<PAGE>   264

                                      -8-

    business, or at such new location as a Pledgor may establish if (i) such
    Pledgor shall have given to Collateral Agent reasonable prior written
    notice of its intention so to do, clearly describing such new location and
    providing such other information in connection therewith as Collateral
    Agent or any Secured Party may request, and (ii) with respect to such new
    location, Pledgors shall have taken all action satisfactory to Collateral
    Agent and the Secured Parties to maintain the perfection and priority of
    the security interest in the Pledged Collateral intended to be granted
    hereby, including, without limitation, obtaining waivers of landlord's or
    warehouseman's liens with respect to such new location, if applicable.

         Location of Equipment.  All Equipment held on the date hereof by each
    Pledgor is located at one of the locations shown with respect to each such
    Pledgor on Schedule C hereto.  All Equipment now held or subsequently
    acquired by Pledgors shall be kept at one of the locations shown on
    Schedule C hereto with respect to each Pledgor except for such Equipment
    located at the premises of subscribers in the ordinary course of business,
    or such new location as a Pledgor may establish if (i) such Pledgor shall
    have given to Collateral Agent reasonable prior written notice of its
    intention so to do, clearly describing such new location and providing such
    other information in connection therewith as Collateral Agent or any
    Secured Party may request, and (ii) with respect to such new location,
    Pledgors shall have taken all action satisfactory to Collateral Agent and
    the Secured Parties to maintain the perfection and priority of the security
    interest of Collateral Agent for the benefit of the Secured Parties in the
    Pledged Collateral intended to be granted hereby, including, without
    limitation, obtaining waivers of landlord's or warehouseman's liens with
    respect to such new location, if applicable.

         Authorization, Enforceability.  Pledgors have the requisite corporate
    power, authority and legal right to pledge and grant a security interest in
    all the Pledged Collateral pursuant to this Agreement, and this Agreement
    constitutes the legal, valid and binding obligation of Pledgors,
    enforceable against Pledgors in accordance with





______________________________________
Footnote continued from previous page.

<PAGE>   265

                                      -9-

    its terms except as such enforceability may be limited by bankruptcy,
    insolvency, reorganization, moratorium or similar laws relating to or
    limiting creditors' rights generally or by equitable principles relating to
    enforceability.

         No Consents, etc.  Except as set forth in Part_B of Schedule D hereto,
    no consent of any party (including, without limitation, stockholders or
    creditors of Pledgors or any account debtor under a Receivable) and, except
    as provided in Section 30 of this Agreement, no consent, authorization,
    approval, license or other action by, and no notice to or filing with, any
    Governmental Authority or regulatory body or other Person is required for
    (x) the pledge by Pledgors of the Pledged Collateral pursuant to this
    Agreement or for the execution, delivery or performance of this Agreement
    by Pledgors, (y) the exercise by Collateral Agent of the rights provided
    for in this Agreement, or (z) the exercise by Collateral Agent of the
    remedies in respect of the Pledged Collateral pursuant to this Agreement
    other than internal consents of the Collateral Agent.

         Pledged Collateral.  All information set forth herein, including the
    Schedules annexed hereto, and all information contained in any documents,
    schedules and lists heretofore delivered to any Secured Party in connection
    with this Agreement, in each case, relating to the Pledged Collateral is
    accurate and complete in all material respects.

         System Agreements.  The System Agreements listed on Schedule D hereto
    are all of the System Agreements the Pledgors and ATel have entered into
    with respect to Pledgors' and ATel's operation or planned development of
    their System in effect on the date hereof.  Such System Agreements have
    been delivered to the Banks and are true and correct copies thereof.
    Except as to matters which would not, individually or in the aggregate,
    materially diminish the value of any Market, the System Agreements are in
    full force and effect, have not been amended or modified except as
    disclosed on Schedule D hereto, have not been assigned by any Pledgor, and
    no Pledgor has sent





______________________________________
Footnote continued from previous page.

<PAGE>   266

                                      -10-

    or received any notice of default thereunder and to the best knowledge of
    Pledgors no event has occurred as of the date hereof which with the passage
    of time or the giving of notice, or both, would constitute a default
    thereunder as of the date hereof.  Each Pledgor shall perform and observe
    (except as otherwise provided by law) each term and provision of each
    System Agreement and maintain each System Agreement in full force and
    effect except in the ordinary course of business consistent with past
    practice and to the extent such actions would not have a Material Adverse
    Effect.

         No Amendments.  Except as permitted by Section 6.10 of the Credit
    Agreement, each Pledgor agrees that no amendment or modification of any
    material term of any System Agreement shall be effective without the prior
    written consent of Collateral Agent.  Each Pledgor further agrees that, so
    long as this Agreement is in effect, such Pledgor will not terminate any
    System Agreement and will not assign, sell, pledge, mortgage or otherwise
    transfer or encumber its interest in any System Agreement except in the
    ordinary course of business consistent with past practice and to the extent
    such actions would not have a Material Adverse Effect.

         No Defaults.  Neither the execution nor the delivery of this Agreement
    constitutes the basis for a default under any System Agreement.

         Notices.  Each Pledgor shall notify Collateral Agent in the event it
    receives any material notice or communication with respect to any System
    Agreement, including, without limitation, notices of default, and shall
    promptly forward copies of any such communications to Collateral Agent.

         Default Under System Agreements.  To the extent permitted under the
    terms of any System Agreement and the terms of the written consent of the
    lessor under any such System Agreement, in the event of a default by any
    Pledgor under any System Agreement, the lessor under such agreement shall
    permit Collateral Agent to cure such





______________________________________
Footnote continued from previous page.

<PAGE>   267

                                      -11-

    default and thereafter perform any of such Pledgor's obligations under such
    System Agreement, and such performance by Collateral Agent will not
    constitute a default under such System Agreement.

         Governmental Licenses.  Except as to matters which would not,
    individually or in the aggregate, materially diminish the value of any
    Market, the Governmental Licenses listed on Schedule E hereto are all of
    the Governmental Licenses each Pledgor holds, leases or subleases in
    connection with the operation of its System on the date hereof.  All such
    Governmental Licenses are validly existing and in full force and effect
    under the Communications Act and any other statutes, laws, and regulations
    pursuant to which the Governmental Licenses have been issued, including the
    rules and regulations of the FCC.  There is not now pending, or to the
    knowledge of any Pledgor is there threatened, any action by or before any
    governmental agency or entity, including the FCC, to revoke or materially
    and adversely modify any of such Governmental Licenses issued to such
    Pledgor, and such Pledgor is in substantial compliance with said
    Governmental Licenses.  There are not, or to the knowledge of any Pledgor
    threatened, any notice of violation, notice of apparent liability or of
    forfeiture or material complaint against such Pledgor in connection with
    the System, except as incurred in the ordinary course of business and would
    not have a Material Adverse Effect.

         Special Provisions Concerning Receivables.

         Special Representations and Warranties.  As of the time when each of
    its Receivables arises, each Pledgor shall be deemed to have represented
    and warranted that such Receivable and all records, papers and documents
    relating thereto to such Pledgor's knowledge (i) are genuine and correct
    and in all respects what they purport to be, (ii) represent the legal,
    valid and binding obligation of the account debtor, evidencing indebtedness
    unpaid and owed by such account debtor, arising out of the performance of
    labor or services or the sale or lease and delivery of the merchandise
    listed therein or out of an advance or a loan, (iii) will, in the case of a





______________________________________
Footnote continued from previous page.

<PAGE>   268

                                      -12-

    Receivable, except for the original or duplicate original invoice sent to a
    purchaser evidencing such purchaser's account, be the only original
    writings evidencing and embodying such obligation of the account debtor
    named therein, (iv) constitute and evidence true and valid obligations,
    enforceable in accordance with their respective terms, not subject to any
    defenses, set-offs or counterclaims except with respect to refunds, returns
    and allowances in the ordinary course of business, or stamp or other taxes,
    and (v) are in compliance and conform with all applicable federal, state
    and local laws and applicable laws of any relevant foreign jurisdiction.

         Maintenance of Records.  Pledgors shall keep and maintain at their own
    cost and expense complete records of each Receivable, in a manner
    consistent with prudent business practice, including, without limitation,
    records of all payments received, all credits granted thereon, all
    merchandise returned and all other documentation relating thereto, and
    Pledgors shall make the same available to Collateral Agent or any Secured
    Party for inspection upon reasonable prior notice to such Pledgors, at such
    times during normal business hours as Collateral Agent or an Secured Party
    may request.  Pledgors shall, at Pledgors' sole cost and expense, upon
    Collateral Agent's demand made at any time after the occurrence of an Event
    of Default, deliver all tangible evidence of Receivables, including,
    without limitation, all documents evidencing Receivables and any books and
    records relating thereto to Collateral Agent or to its representatives
    (copies of which evidence and books and records may be retained by
    Pledgors).  Upon the occurrence of an Event of Default, Collateral Agent
    may transfer a full and complete copy of each Pledgor's books, records,
    credit information, reports, memoranda and all other writings relating to
    the Receivables to and for the use by any Person that has acquired or is
    contemplating acquisition of an interest in the Receivables or Collateral
    Agent's security interest therein without the consent of such Pledgor;
    provided that, to the extent any such document is subject to a
    confidentiality agreement, Collateral Agent shall not transfer such
    document unless such Person executes a confidentiality agreement in a form
    satisfactory to the Collateral Agent.





______________________________________
Footnote continued from previous page.

<PAGE>   269

                                      -13-

         Legend.  Pledgors shall legend, at the request of Collateral Agent
    made at any time after the occurrence of an Event of Default and in form
    and manner satisfactory to Collateral Agent, the Receivables and other
    books, records and documents of Pledgors evidencing or pertaining to the
    Receivables with an appropriate reference to the fact that the Receivables
    have been assigned to Collateral Agent for the benefit of the Secured
    Parties and that Collateral Agent has a security interest therein.

         Modification of Terms, etc.  Pledgors shall not rescind or cancel any
    indebtedness evidenced by any Receivable or modify any term thereof or make
    any adjustment with respect thereto except in the ordinary course of
    business consistent with past business practice, or extend or renew any
    such indebtedness except in the ordinary course of business consistent with
    past business practice or compromise or settle any material dispute, claim,
    suit or legal proceeding relating thereto or sell any Receivable or
    interest therein without the prior written consent of Collateral Agent.
    Pledgors shall timely fulfill all material obligations on their part to be
    fulfilled under or in connection with the Receivables.

         Collection.  Pledgors shall cause to be collected from the account
    debtor of each of the Receivables, as and when due (including, without
    limitation, Receivables that are delinquent, such Receivables to be
    collected in accordance with generally accepted commercial collection
    procedures), any and all amounts owing under or on account of such
    Receivable, and apply forthwith upon receipt thereof all such amounts as
    are so collected to the outstanding balance of such Receivable, except that
    Pledgors may, with respect to a Receivable, allow in the ordinary course of
    business (i) a refund or credit due as a result of returned or damaged or
    defective merchandise and (ii) such extensions of time to pay amounts due
    in respect of Receivables and such other modifications of payment terms or
    settlements in respect of Receivables as shall be commercially reasonable
    in the circumstances, all in accordance with Pledgors' ordinary course of
    business consistent with their collection practices as in effect from time
    to time.  The costs and expenses (including, without limitation, attorneys'
    fees) of collection, in any





______________________________________
Footnote continued from previous page.

<PAGE>   270

                                      -14-

    case, whether incurred by Pledgors, Collateral Agent or any Secured Party,
    shall be paid by Pledgors.

         Instruments.  Pledgors shall deliver to Collateral Agent, within five
    days after receipt thereof by Pledgors, any Instrument evidencing
    Receivables which is in the principal amount of $25,000 or more.  Any
    Instrument delivered to Collateral Agent pursuant to this Section 6(f)
    shall be appropriately endorsed (if applicable) to the order of Collateral
    Agent, as agent for the Secured Parties, and shall be held by Collateral
    Agent as further security hereunder.

         Cash Collateral.  Upon the occurrence of an Event of Default, if
    Collateral Agent so directs, Pledgors shall cause all payments on account
    of the Receivables to be held by Collateral Agent as cash collateral, upon
    acceleration or otherwise.  Without notice to or assent by Pledgors,
    Collateral Agent may apply any or all amounts then or thereafter held as
    cash collateral in the manner provided in Section 11.  The costs and
    expenses (including, without limitation, reasonable attorneys' fees) of
    collection, whether incurred by Collateral Agent or any Secured Party,
    shall be paid by Pledgors.

         Provisions Concerning All Pledged Collateral.

         Protection of Collateral Agent's Security.  Pledgors shall not take
    any action that impairs the rights of Collateral Agent or any Secured Party
    in the Pledged Collateral.  Pledgors shall at all times keep the Inventory
    and Equipment insured, at Pledgors' own expense, to Collateral Agent's
    reasonable satisfaction against fire, theft and all other risks to which
    the Pledged Collateral may be subject, in such amounts and with such
    deductibles as would be maintained by operators of businesses similar to
    the business of Pledgors or as Collateral Agent may otherwise reasonably
    require.  Each policy or certificate with respect to such insurance shall
    be endorsed to Collateral Agent's satisfaction for the benefit of
    Collateral Agent (including, without limitation, by naming Collateral Agent
    as an additional





______________________________________
Footnote continued from previous page.

<PAGE>   271

                                      -15-

    named insured and sole loss payee as Collateral Agent may request) and such
    policy or certificate shall be delivered to Collateral Agent.  Each such
    policy or certificate shall state that such policy cannot be cancelled
    without 30 days' prior written notice to Collateral Agent.  At least 30
    days prior to the expiration of any such policy of insurance, Pledgors
    shall deliver to Collateral Agent an extension or renewal policy or an
    insurance certificate evidencing renewal or extension of such policy.  If
    Pledgors shall fail to insure such Pledged Collateral to Collateral Agent's
    reasonable satisfaction, Collateral Agent shall have the right (but shall
    be under no obligation) to advance funds to procure or renew or extend such
    insurance and Pledgors agree to reimburse Collateral Agent for all costs
    and expenses thereof, with interest on all such funds from the date
    advanced until paid in full at the highest rate then in effect under the
    Credit Agreement.

         Insurance Proceeds.  Upon the occurrence and during the continuance of
    an Event of Default, Collateral Agent shall have the option to apply any
    proceeds of insurance received by it pursuant to this Agreement toward the
    payment of the Secured Obligations in accordance with Section 11 hereof or
    to continue to hold such proceeds as additional collateral to secure the
    performance by each Pledgor of the Secured Obligations.  So long as no
    Event of Default shall have occurred and be continuing, each Pledgor shall
    have the option (i) to direct Collateral Agent to apply any proceeds of
    insurance received by it toward payment of the Secured Obligations in
    accordance with Section 11 hereof or (ii) to elect, by delivery of written
    notice to Collateral Agent, to apply the proceeds of such insurance to the
    repair or replacement of the item or items of Pledged Collateral in respect
    of which such proceeds were received.  In the event that any Pledgor elects
    to apply such proceeds to the repair or replacement of any item of Pledged
    Collateral pursuant to clause (ii) of the preceding sentence, Collateral
    Agent shall release such proceeds as soon as practicable following its
    receipt of such Pledgor's written notice of such election.  Such Pledgor
    shall upon its receipt of such proceeds promptly commence and diligently
    continue to perform such repair or promptly effect such replacement.





______________________________________
Footnote continued from previous page.

<PAGE>   272

                                      -16-

         Maintenance of Equipment.  Each Pledgor shall cause the Equipment to
    be operated in compliance with all applicable FCC requirements and
    maintained and preserved in the same condition, repair and working order as
    when new, ordinary wear and tear excepted, and to the extent consistent
    with current business practice in accordance with any manufacturer's
    manual, and shall forthwith, or in the case of any loss or damage which
    (individually or in the aggregate) exceeds $100,000 to any of the Equipment
    (of which prompt notice shall be given to Collateral Agent) as quickly as
    commercially practicable after the occurrence thereof, make or cause to be
    made all repairs, replacements and other improvements in connection
    therewith which are necessary or desirable to such end.

         Payment of Taxes; Claims.  Pledgors shall pay promptly when due all
    property and other taxes, assessments and governmental charges or levies
    imposed upon, and all claims (including claims for labor, materials and
    supplies) against, the Pledged Collateral including all fees assessed or
    imposed by the FCC; provided, that, no such tax, assessment, charge, levy
    or claim shall be required to be paid to the extent that it is being
    diligently contested in good faith and by appropriate proceedings.
    Notwithstanding the foregoing, Pledgors may at their own expense contest
    the amount or applicability of any of the obligations described in the
    preceding sentence by appropriate legal or administrative proceedings,
    prosecution of which operates to prevent the collection thereof and the
    sale or forfeiture of the Pledged Collateral or any part thereof to satisfy
    the same; provided, however, that in connection with such contest, Pledgors
    shall have made provision for the payment of such contested amount on
    Pledgors' books if and to the extent required by generally accepted
    accounting principles.

         Further Actions.  Pledgors shall, at their sole cost and expense,
    make, execute, endorse, acknowledge, file or refile and/or deliver to
    Collateral Agent from time to time such lists, descriptions and
    designations of the Pledged Collateral, copies of warehouse receipts,
    receipts in the nature of warehouse receipts, bills of lading, documents of
    title, vouchers, invoices, schedules,





______________________________________
Footnote continued from previous page.

<PAGE>   273

                                      -17-

    confirmatory assignments, supplements, additional security agreements,
    conveyances, financing statements, transfer endorsements, powers of
    attorney, certificates, reports and other assurances or instruments and
    take such further steps relating to the Pledged Collateral and other
    property or rights covered by the security interest hereby granted, which
    Collateral Agent deems reasonably appropriate or advisable to exercise and
    enforce its rights and remedies hereunder with respect to any Pledged
    Collateral and to perfect, preserve or protect the security interest in the
    Pledged Collateral created and granted by this Agreement.

         Financing Statements.  Pledgors shall sign and deliver to Collateral
    Agent such financing and continuation statements, in form acceptable to
    Collateral Agent, as may from time to time be required to continue and
    maintain a valid, enforceable, first priority security interest in the
    Pledged Collateral as are to the extent provided herein and the other
    rights, as against third parties, provided hereby, all in accordance with
    the UCC as enacted in any and all relevant jurisdictions or any other
    relevant law.  Pledgors shall pay any applicable filing fees and other
    expenses related to the filing of such financing and continuation
    statements.  Pledgors authorize Collateral Agent to file any such financing
    or continuation statements without the signature of Pledgors where
    permitted by law.

         Warehouse Receipts Non-Negotiable.  If any warehouse receipt or
    receipt in the nature of a warehouse receipt is issued with respect to any
    of the Inventory, Pledgors shall not permit such warehouse receipt or
    receipt in the nature thereof to be "negotiable" (as such term is used in
    Section 7-104 of the UCC or under other relevant law).

         Transfers and Other Liens.  Pledgors shall not (a) sell, convey,
assign or otherwise dispose of, or grant any option with respect to, any of the
Pledged Collateral except as permitted by the Credit Agreement or (b) create or
permit to exist any Lien upon or with respect to any of the Pledged Collateral
other than (i) Prior Liens, (ii) the Lien and security interest granted to
Collateral Agent under this





______________________________________
Footnote continued from previous page.

<PAGE>   274

                                      -18-

Agreement, (iii) Liens of the type described in clauses (a), (b), (c), (d), (i)
and (j) of the definition of Permitted Encumbrances and (iv) Liens for taxes
being contested in accordance with the Credit Agreement.

         Reasonable Care.  Collateral Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged Collateral in
its possession if such Pledged Collateral is accorded treatment substantially
equivalent to that which Collateral Agent, in its individual capacity, accords
its own property, it being understood that Collateral Agent shall not have
responsibility for taking any necessary steps to preserve rights against any
Person with respect to any Pledged Collateral.

         Remedies upon Default; Obtaining the Pledged Collateral upon Event of
Default.  (a)  Subject to any necessary prior or subsequent FCC approval, if an
Event of Default shall have occurred, then and in every such case, Collateral
Agent may:

         Personally, or by agents or attorneys, immediately take possession of
    the Pledged Collateral or any part thereof, from Pledgors or any other
    Person who then has possession of any part thereof with or without notice
    or process of law, and for that purpose may enter upon Pledgors' premises
    where any of the Pledged Collateral is located and remove such Pledged
    Collateral and use in connection with such removal any and all services,
    supplies, aids and other facilities of Pledgors.

         Instruct the obligor or obligors on any agreement, instrument or other
    obligation (including, without limitation, the Receivables, the Contracts
    and the System Agreements) constituting the Pledged Collateral to make any
    payment required by the terms of such instrument or agreement directly to
    Collateral Agent; provided, however, that in the event that any such
    payments are made directly to Pledgors, prior to receipt by any such
    obligor of such instruction, Pledgors shall segregate all amounts received
    pursuant thereto in a separate account and pay the same promptly to
    Collateral Agent.





______________________________________
Footnote continued from previous page.

<PAGE>   275

                                      -19-

         Sell, assign or otherwise liquidate, or direct Pledgors to sell,
    assign or otherwise liquidate, any or all investments made in whole or in
    part with the Pledged Collateral or any part thereof, and take possession
    of the proceeds of any such sale, assignment or liquidation.

         Take possession of the Pledged Collateral or any part thereof, by
    directing Pledgors in writing to deliver the same to Collateral Agent at
    any place or places so designated by Collateral Agent, in which event
    Pledgors shall at their own expense:  (A) forthwith cause the same to be
    moved to the place or places designated by Collateral Agent and there
    delivered to Collateral Agent; (B) store and keep any Pledged Collateral so
    delivered to Collateral Agent at such place or places pending further
    action by Collateral Agent; and (C) while the Pledged Collateral shall be
    so stored and kept, provide such security and maintenance services as shall
    be necessary to protect the same and to preserve and maintain them in good
    condition.  Pledgors' obligation to deliver the Pledged Collateral is of
    the essence of this Agreement.  Upon application to a court of equity
    having jurisdiction, Collateral Agent shall be entitled to a decree
    requiring specific performance by Pledgors of such obligation.

         Collateral Agent shall be entitled to the appointment, as a matter of
    right and without giving notice to any Pledgor, of a receiver with respect
    to the Pledged Collateral, without regard to the adequacy or inadequacy of
    any Pledged Collateral for the Secured Obligations or the solvency or
    insolvency of any Person or entity then legally or equitably liable for the
    Secured Obligations or any portion thereof, and each Pledgor does hereby
    irrevocably consent to such appointment.  Any such receiver shall have all
    the usual qualifications, powers and duties of receivers in similar cases,
    including the full power to conduct the business of such Pledgor.

         Subject to the provisions of Section 30 of this Agreement, Collateral
    Agent may assume the rights and obligations under any System Agreement, and
    in connection therewith request that any Pledgor or its subsidiaries
    immediately take all steps and actions necessary for the





______________________________________
Footnote continued from previous page.

<PAGE>   276

                                      -20-

    assignment of such System Agreements to Collateral Agent, and such Pledgor
    or its subsidiaries shall immediately take all such steps and actions
    necessary for the effective assignment of such System Agreements to
    Collateral Agent, including, without limitation, the execution of an
    assignment of lease and obtaining the consent of any Persons which is or
    may be required for the assignment of such System Agreements to Collateral
    Agent.  Collateral Agent shall have the right to seek specific performance
    of Pledgors' obligations under this Section 10 in accordance with Section
    30 of this Agreement.

         Remedies; Disposition of the Pledged Collateral.  (i) Upon the
    occurrence of an Event of Default, Collateral Agent may from time to time,
    subject to any necessary prior or subsequent FCC approval, exercise in
    respect of the Pledged Collateral, in addition to other rights and remedies
    provided for herein or otherwise available to it, all the rights and
    remedies of a secured party on default under the UCC, and Collateral Agent
    may also in its sole discretion, without notice except as specified below,
    sell the Pledged Collateral or any part thereof in one or more parcels at
    public or private sale, at any exchange, broker's board or at any of
    Collateral Agent's offices or elsewhere, for cash, on credit or for future
    delivery, and at such price or prices and upon such other terms as
    Collateral Agent may deem commercially reasonable.  Collateral Agent or any
    other Secured Party or any of their respective Affiliates may be the
    purchaser of any or all of the Pledged Collateral at any such sale and
    shall be entitled, for the purpose of bidding and making settlement or
    payment of the purchase price for all or any portion of the Pledged
    Collateral sold at such sale, to use and apply any of the Secured
    Obligations owed to such Person as a credit on account of the purchase
    price of any Pledged Collateral payable by such Person at such sale.  Each
    purchaser at any such sale shall acquire the property sold absolutely free
    from any claim or right on the part of Pledgors, and Pledgors hereby waive,
    to the fullest extent permitted by law, all rights of redemption, stay
    and/or appraisal which it now has or may at any time in the future have
    under any rule of law or statute now existing or hereafter enacted.
    Collateral Agent shall not be obligated to make any sale of Pledged
    Collateral regardless of notice of sale having been given.





______________________________________
Footnote continued from previous page.

<PAGE>   277

                                      -21-

    Collateral Agent may adjourn any public or private sale from time to time
    by announcement at the time and place fixed therefor, and such sale may,
    without further notice, be made at the time and place to which it was so
    adjourned.  Pledgors hereby waive, to the fullest extent permitted by law,
    any claims against Collateral Agent arising by reason of the fact that the
    price at which any Pledged Collateral may have been sold at such a private
    sale was less than the price which might have been obtained at a public
    sale, even if Collateral Agent accepts the first offer received and does
    not offer such Pledged Collateral to more than one offeree.

         (ii)    Pledgors acknowledge and agree that, to the extent notice of
sale shall be required by law, five days' notice to Pledgors of the time and
place of any public sale or of the time after which any private sale or other
intended disposition is to take place shall be commercially reasonable
notification of such matters.  No notification need be given to Pledgors if it
has signed, after the occurrence of an Event of Default, a statement renouncing
or modifying any right to notification of sale or other intended disposition.

         Waiver of Notice and Claims.  Pledgors hereby waive, to the fullest
    extent permitted by applicable law, notice or judicial hearing in
    connection with Collateral Agent's taking possession or Collateral Agent's
    disposition of any of the Pledged Collateral, including, without
    limitation, any and all prior notice and hearing for any prejudgment remedy
    or remedies and any such right which Pledgors would otherwise have under
    law, and Pledgors hereby further waive, to the fullest extent permitted by
    applicable law:  (i) all damages occasioned by such taking of possession;
    (ii) all other requirements as to the time, place and terms of sale or
    other requirements with respect to the enforcement of Collateral Agent's
    rights hereunder; and (iii) all rights of redemption, appraisal, valuation,
    stay, extension or moratorium now or hereafter in force under any
    applicable law.  Collateral Agent shall not be liable for any incorrect or
    improper payment made pursuant to this Section 10 in the absence of gross
    negligence or willful misconduct.  Any sale of, or the grant of options to
    purchase, or any other realization upon, any Pledged Collateral shall
    operate to divest all right, title, interest, claim and demand, either at
    law or in equity, of Pledgors therein and thereto, and shall be a perpetual
    bar





______________________________________
Footnote continued from previous page.

<PAGE>   278

                                      -22-

    both at law and in equity against Pledgors and against any and all Persons
    claiming or attempting to claim the Pledged Collateral so sold, optioned or
    realized upon, or any part thereof, from, through or under Pledgors.

         Certain Sales of Pledged Collateral.  Pledgors recognize that, by
    reason of certain prohibitions contained in law, rules, regulations or
    orders of any foreign Governmental Authority, Collateral Agent may be
    compelled, with respect to any sale of all or any part of the Pledged
    Collateral, to limit purchasers to those who meet the requirements of such
    foreign Governmental Authority.  Pledgors acknowledge that any such sales
    may be at prices and on terms less favorable to Collateral Agent than those
    obtainable through a public sale without such restrictions, and,
    notwithstanding such circumstances, agrees that any such restricted sale
    shall be deemed to have been made in a commercially reasonable manner.

         Application of Proceeds.  The proceeds received by Collateral Agent in
respect of any sale of, collection from or other realization upon all or any
part of the Pledged Collateral pursuant to the exercise by Collateral Agent of
its remedies as a secured creditor as provided in Section 10 hereof shall be
applied, together with any other sums then held by Collateral Agent pursuant to
this Agreement, promptly by Collateral Agent as follows:

         First, to the payment of all reasonable costs and expenses, fees,
    commissions and taxes of such sale, collection or other realization,
    including, without limitation, reasonable compensation to Collateral Agent
    and its agents and counsel, and all reasonable expenses, liabilities and
    advances made or incurred by Collateral Agent in connection therewith,
    together with interest on each such amount at the highest rate then in
    effect under the Credit Agreement from and after the date such amount is
    due, owing or unpaid until paid in full;

         Second, to the payment of all other costs and expenses of such sale,
    collection or other realization,





______________________________________
Footnote continued from previous page.

<PAGE>   279

                                      -23-

    including, without limitation, compensation to the Banks and their agents
    and counsel and all reasonable expenses, liabilities and advances made or
    incurred by the Banks in connection therewith, together with interest on
    each such amount at the highest rate then in effect under the Credit
    Agreement from and after the date such amount is due, owing or unpaid until
    paid in full;

         Third, to the indefeasible payment in full in cash of interest and all
    amounts other than principal under the Credit Agreement at any time and
    from time to time owing by Pledgors under or in connection with the Credit
    Agreement, ratably according to the unpaid amounts thereof, without
    preference or priority of any kind among amounts so due and payable,
    together with interest on each such amount at the highest rate then in
    effect under the Credit Agreement from and after the date such amount is
    due, owing or unpaid until paid in full;

         Fourth, to the indefeasible payment in full in cash of principal at
    any time and from time to time owing by Pledgors under or in connection
    with the Credit Agreement, ratably according to the unpaid amounts thereof,
    without preference or priority of any kind, among amounts of principal so
    due and payable, together with interest on each such amount at the highest
    rate then in effect under the Credit Agreement from and after the date such
    amount is due, owing or unpaid until paid in full; and

         Fifth, to the Pledgors, or their respective successors or assigns, or
    to whomsoever may be lawfully entitled to receive the same or as a court of
    competent jurisdiction may direct, of any surplus then remaining from such
    proceeds.

         Expenses.  Pledgors will upon demand pay to Collateral Agent the
amount of any and all reasonable expenses, including the reasonable fees and
expenses of its counsel and the reasonable fees and expenses of any experts and
agents which Collateral Agent may incur in connection with (i) the collection
of the Secured Obligations, (ii) the enforcement and administration of this
Agreement, (iii) the custody or





______________________________________
Footnote continued from previous page.

<PAGE>   280

                                      -24-

preservation of, or the sale of, collection from, or other realization upon,
any of the Pledged Collateral, (iv) the exercise or enforcement of any of the
rights of Collateral Agent or any Secured Party hereunder or (v) the failure by
Pledgors to perform or observe any of the provisions hereof.  All amounts
payable by Pledgors under this Section 12 shall be due upon demand and shall be
part of the Secured Obligations.  Pledgors' obligations under this Section 12
shall survive the termination of this Agreement and the discharge of Pledgors'
other obligations hereunder.

         No Waiver; Cumulative Remedies.  (a) No failure on the part of
Collateral Agent to exercise, no course of dealing with respect to, and no
delay on the part of Collateral Agent in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right, power or remedy hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies herein provided are cumulative and are not exclusive of any
remedies provided by law.

         (b) In the event Collateral Agent shall have instituted any proceeding
to enforce any right, power or remedy under this Agreement by foreclosure,
sale, entry or otherwise, and such proceeding shall have been discontinued or
abandoned for any reason or shall have been determined adversely to Collateral
Agent, then and in every such case, Pledgors, Collateral Agent and each Secured
Party shall be restored to their respective former positions and rights
hereunder with respect to the Pledged Collateral, and all rights, remedies and
powers of Collateral Agent and the Secured Parties shall continue as if no such
proceeding had been instituted.

         Collateral Agent.  Collateral Agent has been appointed as collateral
agent pursuant to the Credit Agreement.  The actions of Collateral Agent
hereunder are subject to the provisions of the Credit Agreement.  Collateral
Agent shall have the right hereunder to make demands, to give notices, to
exercise or refrain from exercising any rights, and to take or refrain from
taking action (including, without limitation, the release or substitution of
Pledged Collateral), in accordance with this Agreement and the Credit
Agreement.  Collateral Agent





______________________________________
Footnote continued from previous page.

<PAGE>   281

                                      -25-

may resign and a successor Collateral Agent may be appointed in the manner
provided in the Credit Agreement; provided, however, that at the time of
appointment of a successor Collateral Agent, if Collateral Agent, through its
possession, control, or ownership of Pledged Collateral or otherwise, holds,
owns, or controls any Governmental License issued by the FCC such that the FCC
must consent to the appointment of a successor Collateral Agent, until the FCC
has consented to the appointment of a successor Collateral Agent the Collateral
Agent shall retain control over such Pledged Collateral or Government Licenses.
Upon the acceptance of any appointment as Collateral Agent by a successor
Collateral Agent, that successor Collateral Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Collateral Agent under this Agreement, and the retiring Collateral
Agent shall thereupon be discharged from its duties and obligations under this
Agreement.  After any retiring Collateral Agent's resignation, the provisions
of this Agreement shall inure to its benefit as to any actions taken or omitted
to be taken by it under this Agreement while it was Collateral Agent.

         Collateral Agent May Perform; Collateral Agent Appointed
Attorney-in-Fact.  If Pledgors shall fail to do any act or thing that they have
covenanted to do hereunder or if any warranty on the part of Pledgors contained
herein shall be breached, Collateral Agent or any Secured Party may (but shall
not be obligated to), subject to Section 30 of this Agreement, do the same or
cause it to be done or remedy any such breach, and may expend funds for such
purpose.  Any and all reasonable amounts so expended by Collateral Agent or
such Secured Party shall be paid by Pledgors promptly upon demand therefor,
with interest at the highest rate then in effect under the Credit Agreement
during the period from and including the date on which such funds were so
expended to the date of repayment.  Pledgors' obligations under this Section 15
shall survive the termination of this Agreement and the discharge of Pledgors'
other obligations under this Agreement, the Credit Agreement and the other
Credit Documents.  Pledgors hereby appoint Collateral Agent their
attorney-in-fact, with full authority in the place and stead of Pledgors and in
the name of Pledgors, or otherwise, from time to time in Collateral Agent's
discretion to take any action and to execute any instrument consistent with the
terms of this Agreement and the other Credit Documents which Collateral Agent
may deem necessary or advisable to





______________________________________
Footnote continued from previous page.

<PAGE>   282

                                      -26-

accomplish the purposes of this Agreement, except that with respect to any FCC
applications or filings or other actions subject to FCC rules, regulations or
policy, Collateral Agent shall serve as attorney-in-fact only to the extent
permitted under the Communications Act and FCC rules, regulations and policies.
The foregoing grant of authority is a power of attorney coupled with an
interest and such appointment shall be irrevocable for the term of this
Agreement.  Pledgors hereby ratify all that such attorney shall lawfully do or
cause to be done by virtue hereof.

         Indemnity.

         Indemnity.  Pledgors agree to indemnify, pay and hold harmless
    Collateral Agent and each of the Secured Parties and the officers,
    directors, employees, agents and Affiliates of Collateral Agent and each of
    the Secured Parties (collectively, the "Indemnitees") from and against any
    and all other liabilities, obligations, losses, damages, penalties,
    actions, judgments, suits, claims, costs (including, without limitation,
    settlement costs), expenses or disbursements of any kind or nature
    whatsoever (including, without limitation, the fees and disbursements of
    counsel for such Indemnitees in connection with any investigative,
    administrative or judicial proceeding commenced or threatened, whether or
    not such Indemnitee shall be designated a party thereto), which may be
    imposed on, incurred by, or asserted against that Indemnitee, in any manner
    relating to or arising out of this Agreement or any other Credit Document
    (including, without limitation, any misrepresentation by Pledgors in this
    Agreement or any other Credit Document) (the "indemnified liabilities");
    provided that Pledgors shall have no obligation to an Indemnitee hereunder
    with respect to indemnified liabilities if it has been determined by a
    final decision (after all appeals and the expiration of time to appeal) of
    a court of competent jurisdiction that such indemnified liability arose
    from the gross negligence or willful misconduct of that Indemnitee.  To the
    extent that the undertaking to indemnify, pay and hold harmless set forth
    in the preceding sentence may be unenforceable because it is violative of
    any law or public policy, Pledgors shall contribute the maximum portion
    which it is permitted to pay and satisfy under applicable law, to the
    payment and





______________________________________
Footnote continued from previous page.

<PAGE>   283

                                      -27-

    satisfaction of all indemnified liabilities incurred by the Indemnitees or
    any of them.

         Survival.  The obligations of Pledgors contained in this Section 16
    shall survive the termination of this Agreement and the discharge of
    Pledgors' other obligations under this Agreement and under the other Credit
    Documents.

         Reimbursement.  Any amounts paid by any Indemnitee as to which such
    Indemnitee has the right to reimbursement shall constitute Secured
    Obligations secured by the Pledged Collateral.

         Modification in Writing.  No amendment, modification, supplement,
termination or waiver of or to any provision of this Agreement, nor consent to
any departure by Pledgors therefrom, shall be effective unless the same shall
be made in accordance with the terms of the Credit Agreement and unless in
writing and signed by Collateral Agent and Pledgors.  Any amendment,
modification or supplement of or to any provision of this Agreement, any waiver
of any provision of this Agreement and any consent to any departure by Pledgors
from the terms of any provision of this Agreement shall be effective only in
the specific instance and for the specific purpose for which made or given.
Except where notice is specifically required by this Agreement or any other
Credit Document, no notice to or demand on Pledgors in any case shall entitle
Pledgors to any other or further notice or demand in similar or other
circumstances.

         Termination; Release.  When all the Secured Obligations have been paid
in full and the Commitments of the Banks to make any Loan shall have expired or
been sooner terminated, this Agreement shall terminate.  Upon termination of
this Agreement or any release of Pledged Collateral in accordance with the
provisions of the Credit Agreement, Collateral Agent shall, upon the request
and at the sole cost and expense of Pledgors, forthwith assign, transfer and
deliver to Pledgors, against receipt and without recourse to or warranty by
Collateral Agent, such of the Pledged Collateral to be released (in the case of
a release) as may be in possession of Collateral Agent and as shall not have
been sold or otherwise applied pursuant to the terms hereof, and, with





______________________________________
Footnote continued from previous page.

<PAGE>   284

                                      -28-

respect to any other Pledged Collateral, proper instruments (including UCC
termination statements on Form UCC-3) acknowledging the termination of this
Agreement or the release of such Pledged Collateral, as the case may be.

         Definitions.  The following terms shall have the following meanings.
All such definitions shall be equally applicable to the singular and plural
forms of the terms defined.

         "Communications Act" shall mean the Communications Act of 1934, as
amended, or any successor statute or law.

         "Contracts" shall mean all right, title and interest of Pledgors in,
to and under, or derived from, any and all sale, service, performance and
equipment lease contracts, agreements and grants (whether written or oral),
channel lease agreements, and any other contract (whether written or oral)
between Pledgors and third parties other than Excluded Contracts.

         "Documents" shall have the meaning assigned to that term under the
UCC.

         "Equipment" shall mean "equipment", as such term is defined in the
UCC, and, in any event shall include, without limitation, all equipment used in
connection with any single or multichannel multipoint distribution service,
instructional television fixed service or operational-fixed microwave service
or other audio and video, including television, reception and distribution
systems or franchises either presently or hereafter owned or operated by any
Pledgor, all machinery, equipment, office machinery, furniture, conveyors,
tools, materials, storage and handling equipment, automotive equipment, cameras
and other studio equipment, amplifiers, transmitters, converters and similar
equipment, cables, antennae, earth stations, connections, transmitting towers
and associated equipment, reception, processing and distribution equipment,
interconnection and control equipment, cable television and electronic data
communications equipment, recreational equipment, and related goods and
equipment,





______________________________________
Footnote continued from previous page.

<PAGE>   285

                                      -29-

meters, oscilloscopes, test sets, electrical power equipment, security systems
equipment, coaxial cable systems (or parts thereof) and microwave relay systems
for the transmission and distribution of electromagnetic signals, including but
not limited to all trunk, feeder and drop and coaxial cables and all electronic
equipment, amplifiers, house drops, head ends, converters, repeaters, power
supplies, batteries, controls, fittings, splitters and directional couplers
incorporated therein or attached thereto, and all other equipment of every kind
and nature, wherever situated, and owned by any Pledgor or in which any Pledgor
may have any interest (to the extent of such interest), all modifications,
alterations, repairs, substitutions, additions and accessions thereto, all
replacements and all parts therefor, and together with all substitutes for any
of the foregoing.

         "Excluded Contracts" shall mean contracts which prohibit the
assignment, transfer or the grant of a security interest therein or which
terminate upon any such assignment, transfer or grant; provided that each
channel lease agreement which prohibits such assignment, transfer or grant
shall be deemed a "Contract" hereunder on the date any Pledgor receives a
consent to such assignment, transfer or the grant of a security interest
therein.

         "FCC" shall mean the Federal Communications Commission or any
governmental body or agency succeeding to the functions thereof.

         "Governmental Authority" means any federal, state, local, foreign or
other governmental or administrative (including self-regulatory) body,
instrumentality, department or agency or any court, tribunal, administrative
hearing body, arbitration panel, commission or other similar dispute-resolving
body including, without limitation, those governing the regulation and
protection of the environment.

         "Governmental Licenses" shall mean any radio, television or other
license, permit, certificate or approval granted or issued by the FCC or any
other Governmental Authority (including, without limitation, any single or
multichannel multipoint distribution service, operational-fixed





______________________________________
Footnote continued from previous page.

<PAGE>   286

                                      -30-

microwave service, local multipoint distribution service, instructional
television fixed service, cable antenna relay service, or experimental licenses
or permits issued by the FCC) described in Schedule E hereto or hereafter
acquired in connection with the System.

         "Instrument" shall have the meaning assigned that term under the UCC.

         "Insurance Policies" shall mean all insurance policies held by
Pledgors or naming any Pledgor as insured, additional insured or loss payee
(including, without limitation, casualty insurance, liability insurance,
property insurance and business interruption insurance) and all such insurance
policies entered into after the date hereof other than insurance policies (or
certificates of insurance evidencing such insurance policies) relating to
health and welfare insurance and life insurance policies in which any Pledgor
is not named as beneficiary (i.e., insurance policies that are not "Key Man"
insurance policies).

         "Intangibles" shall mean "general intangibles", as such term is
defined in the UCC, and, in any event shall include, without limitation, all
manuals, blueprints, know-how, warranties and records in connection with the
Equipment; all documents of title or documents representing the Inventory and
all records, files and writings with respect thereto; any and all other rights,
claims and causes of action of Pledgors against any other Person and the
benefits of any and all collateral or other security given by any other Person
in connection therewith, including, without limitation, all rights under any
Contracts other than Excluded Contracts; all information, customer lists,
identification of suppliers, data, plans, blueprints, specification designs,
drawings, recorded knowledge, surveys, engineering reports, test reports,
manuals, materials, standards, processing standards, performance standards,
catalogs, research data, computer and automatic machinery software and
programs, and the like pertaining to operations by Pledgors; all information
relating to sales of products now or hereafter manufactured, distributed or
franchised by Pledgors; all accounting information pertaining to Pledgors'
operations or any of the Equipment, Inventory, Receivables or Intangibles and
all media in which or on which





______________________________________
Footnote continued from previous page.

<PAGE>   287

                                      -31-

any of the information or knowledge or data or records relating to such
operations or any of the Equipment, Inventory, Receivables, Contracts or
Intangibles may be recorded or stored and all computer programs used for the
compilation or printout of such information, knowledge, records or data; all
rights and goodwill of Pledgors; all licenses, consents, permits, variances,
certifications and approvals of governmental agencies now or hereafter held by
Pledgors pertaining to operations now or hereafter conducted by Pledgors or
assets now or hereafter held by Pledgors; all causes of action, claims and
warranties now or hereafter owned or acquired by Pledgors; and any other
property consisting of a general intangible under the UCC applicable in such
other location where Pledgors maintain its records relating to such property.

         "Inventory" shall mean, all "inventory", as such term is defined in
the UCC, and, in any event, shall include, without limitation, wherever
located, and whether now existing or hereafter acquired, all raw materials,
work in process, returned goods, finished goods, samples and consigned goods to
the extent of the consignee's interest therein, materials and supplies of any
kind or nature which are or might be used in connection with the manufacture,
printing, publication, packing, shipping, advertising, selling or finishing of
any such goods, and all other products, goods, materials and supplies.

         "Pension Plan Reversions" shall mean Pledgors' right to receive the
surplus funds, if any, which are payable to Pledgors following the termination
of any employee pension plan and the satisfaction of all liabilities of
participants and beneficiaries under such plan in accordance with applicable
law.

         "Proceeds" shall mean all "proceeds", as such term is defined in the
UCC or under other relevant law, and, in any event, shall include, without
limitation, any and all (i) proceeds of any insurance (except payments made to
a Person which is not a party to this Agreement), indemnity, warranty or
guaranty payable to Collateral Agent or to Pledgors from time to time with
respect to any of the Pledged Collateral, (ii) payments (in any form
whatsoever) made or due and payable to Pledgors from time to time in connection
with any





______________________________________
Footnote continued from previous page.

<PAGE>   288

                                      -32-

requisition, confiscation, condemnation, seizure or forfeiture of all or any
part of the Pledged Collateral by any Governmental Authority (or any person
acting on behalf of a Governmental Authority), (iii) instruments representing
obligations to pay amounts in respect of Equipment, Intangibles, Inventory or
Receivables, (iv) products of the Pledged Collateral and (v) other amounts from
time to time paid or payable under or in connection with any of the Pledged
Collateral.

         "Receivables" shall mean all "accounts," as such term is defined in
the UCC, and in any event shall include, without limitation, all of Pledgors'
rights to payment for goods sold or leased or services performed by Pledgors or
any other party, whether now in existence or arising from time to time
hereafter, and all rights evidenced by an account, contract other than Excluded
Contracts, security agreement, chattel paper, or other evidence of indebtedness
or security together with (i) all security pledged, assigned, hypothecated or
granted to or held by Pledgors to secure the foregoing, (ii) general
intangibles arising out of Pledgors' rights in any goods, the sale of which
gave rise thereto, (iii) all guarantees, endorsements and indemnifications on,
or of, any of the foregoing, (iv) all powers of attorney for the execution of
any evidence of indebtedness or security or other writing in connection
therewith, and (v) all evidences of the filing of financing statements and
other statements and the registration of other instruments in connection
therewith and amendments thereto, notices to other creditors or secured
parties, and certificates from filing or other registration officers.

         "System" shall mean, collectively, the MDS, MMDS, ITFS, and other
similar television distribution and reception systems (including any non-video
service provided over such facilities) constructed and operated, or to be
constructed and operated by the Credit Parties to provide a wireless cable
service pursuant to the System Agreements and all rights incident or
appurtenant to such System Agreements.

         "System Agreements" shall mean, collectively, all material
instruments, leases, licenses, permits and agreements of the Credit Parties,
whether now existing, or hereafter





______________________________________
Footnote continued from previous page.

<PAGE>   289

                                      -33-

acquired or obtained, relating to the construction and operation of the System.

         "UCC" means the Uniform Commercial Code as in effect in any relevant
jurisdiction.

         Notices.  Unless otherwise provided herein or in the Credit Agreement,
any notice or other communication herein required or permitted to be given
shall be given in the manner set forth in the Credit Agreement, as to either
party, addressed to it at the address set forth in the Credit Agreement or at
such other address as shall be designated by such party in a written notice to
the other party complying as to delivery with the terms of this Section 20;
provided that notices to Collateral Agent shall not be effective until received
by Collateral Agent.

         Continuing Security Interest; Assignment.  This Agreement shall create
a continuing security interest in the Pledged Collateral and shall (i) be
binding upon Pledgors, their successors and assigns and (ii) inure, together
with the rights and remedies of Collateral Agent hereunder, to the benefit of
Collateral Agent and the other Secured Parties and each of their respective
successors, transferees and assigns; no other Persons (including, without
limitation, any other creditor of Pledgors) shall have any interest herein or
any right or benefit with respect hereto.  Without limiting the generality of
the foregoing clause (ii), any Bank may assign or otherwise transfer any
indebtedness held by it secured by this Agreement to any other Person, and such
other Person shall thereupon become vested with all the benefits in respect
thereof granted to such Bank, herein or otherwise, subject however, to the
provisions of the Credit Agreement.

         GOVERNING LAW; TERMS.  THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT TO THE EXTENT
THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR PROPERTY ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK.





______________________________________
Footnote continued from previous page.

<PAGE>   290

                                      -34-

         CONSENT TO JURISDICTION AND SERVICE OF PROCESS.  ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST PLEDGORS WITH RESPECT TO THIS AGREEMENT MAY BE
BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF
NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT PLEDGORS ACCEPT FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY,
THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES
TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT.
PLEDGORS DESIGNATE AND APPOINT AMERICAN TELECASTING, INC., WITH AN ADDRESS AT
5575 TECH CENTER DRIVE, SUITE 300, COLORADO SPRINGS, COLORADO 80919 AND SUCH
OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY PLEDGORS IRREVOCABLY AGREEING IN
WRITING TO SO SERVE, AS THEIR AGENT TO RECEIVE ON THEIR BEHALF, SERVICE OF ALL
PROCESS IN ANY SUCH PROCEEDING, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY
PLEDGORS TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.  A COPY OF SUCH
PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO PLEDGORS AT THEIR
ADDRESSES PROVIDED FOR IN THE CREDIT AGREEMENT EXCEPT THAT UNLESS OTHERWISE
PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE
VALIDITY OF SERVICE OF PROCESS.  IF ANY AGENT APPOINTED BY PLEDGORS REFUSES TO
ACCEPT SERVICE, PLEDGORS HEREBY AGREE THAT SERVICE UPON THEM BY MAIL SHALL
CONSTITUTE SUFFICIENT NOTICE.  NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF
COLLATERAL AGENT TO BRING PROCEEDINGS AGAINST PLEDGORS IN THE COURTS OF ANY
OTHER JURISDICTION.

         Severability of Provisions.  Any provision of this Agreement 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.

         Execution in Counterparts.  This Agreement and any amendments,
waivers, consents or supplements hereto may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original, but all
such counterparts together shall constitute one and the same agreement.





______________________________________
Footnote continued from previous page.

<PAGE>   291

                                      -35-

         Headings.  The Section headings used in this Agreement are for
convenience of reference only and shall not affect the construction of this
Agreement.

         Obligations Absolute.  All obligations of Pledgors hereunder shall be
absolute and unconditional irrespective of:

         any bankruptcy, insolvency, reorganization, arrangement, readjustment,
    composition, liquidation or the like of either of any Pledgor or any other
    Credit Party;

         any lack of validity or enforceability of the Credit Agreement, the
    Guarantee or any other Credit Document, or any other agreement or
    instrument relating thereto;

          any change in the time, manner or place of payment of, or in any
    other term of, all or any of the Secured Obligations, or any other
    amendment or waiver of or any consent to any departure from the Credit
    Agreement, the Guarantee or any other Credit Document, or any other
    agreement or instrument relating thereto;

         any exchange, release or non-perfection of any other collateral, or
    any release or amendment or waiver of or consent to any departure from any
    guarantee, for all or any of the Secured Obligations;

         any exercise or non-exercise, or any waiver of any right, remedy,
    power or privilege under or in respect of this Agreement, the Guarantee or
    any other Credit Document except as specifically set forth in a waiver
    granted pursuant to the provisions of Section 17 hereof; or

         any other circumstances which might otherwise constitute a defense
    available to, or a discharge of, Pledgors.





______________________________________
Footnote continued from previous page.

<PAGE>   292

                                      -36-

         Collateral Agent's Right to Sever Indebtedness.  (a)  Pledgors
acknowledge that (i) the Pledged Collateral does not constitute the sole source
of security for the payment and performance of the Secured Obligations and that
the Secured Obligations are also secured by other types of property of Pledgors
and their Affiliates in other jurisdictions (all such property, collectively,
the "Collateral"), (ii) the number of such jurisdictions and the nature of the
transaction of which this instrument is a part are such that it would have been
impracticable for the parties to allocate to each item of Collateral a specific
loan amount and to execute in respect of such item a separate credit agreement,
and (iii) Pledgors intend that Collateral Agent have the same rights with
respect to the Pledged Collateral, in any judicial proceeding relating to the
exercise of any right or remedy hereunder or otherwise, that Collateral Agent
would have had if each item of Collateral had been pledged or encumbered
pursuant to a separate credit agreement and security instrument.  In
furtherance of such intent, Pledgors agree to the greatest extent permitted by
law that Collateral Agent may at any time by notice (an "Allocation Notice") to
Pledgors allocate a portion of the Secured Obligations (the "Allocated
Indebtedness") to all or a specified portion of the Pledged Collateral and
sever from the remaining Secured Obligations the Allocated Indebtedness.  From
and after the giving of an Allocation Notice with respect to any of the Pledged
Collateral, the Secured Obligations hereunder shall be limited to the extent
set forth in the Allocation Notice and (as so limited) shall, for all purposes,
be construed as a separate credit obligation of Pledgors unrelated to the other
transactions contemplated by the Credit Agreement, any other Credit Document or
any document related to any thereof.  To the extent that the proceeds of any
judicial proceeding relating to the exercise of any right or remedy hereunder
of the Pledged Collateral shall exceed the Allocated Indebtedness, such
proceeds shall belong to Pledgors and shall not be available hereunder to
satisfy any Secured Obligations of Pledgors other than the Allocated
Indebtedness.  In any action or proceeding to exercise any right or remedy
under this Agreement which is commenced after the giving by Collateral Agent of
an Allocation Notice, the Allocation Notice shall be conclusive proof of the
limits of the Secured Obligations hereby secured, and Pledgors may introduce,
by way of defense or counterclaim, evidence thereof in any such action or
proceeding.  Notwithstanding any provision of this Section 28, the proceeds
received by Collateral Agent pursuant to this





______________________________________
Footnote continued from previous page.

<PAGE>   293

                                      -37-

Agreement shall be applied by Collateral Agent in accordance with the
provisions of Section 11 hereof.

         (b) Pledgors hereby waive to the greatest extent permitted under law
the right to a discharge of any of the Secured Obligations under any statute or
rule of law now or hereafter in effect which provides that the exercise of any
particular right or remedy as provided for herein (by judicial proceedings or
otherwise) constitutes the exclusive means for satisfaction of the Secured
Obligations or which makes unavailable any further judgment or any other right
or remedy provided for herein because Collateral Agent elected to proceed with
the exercise of such initial right or remedy or because of any failure by
Collateral Agent to comply with laws that prescribe conditions to the
entitlement to such subsequent judgment or the availability of such subsequent
right or remedy.  In the event that, notwithstanding the foregoing waiver, any
court shall for any reason hold that such subsequent judgment or action is not
available to Collateral Agent, Pledgors shall not (i) introduce in any other
jurisdiction any judgment so holding as a defense to enforcement against
Pledgors of any remedy in the Credit Agreement or any other Credit Document or
(ii) seek to have such judgment recognized or entered in any other
jurisdiction, and any such judgment shall in all events be limited in
application only to the state or jurisdiction where rendered and only with
respect to the collateral referred to in such judgment.

         (c) In the event any instrument in addition to the Allocation Notice
is necessary to effectuate the provisions of this Section 28, including,
without limitation, any amendment to this Agreement, any substitute promissory
note or affidavit or certificate of any kind, Collateral Agent may execute and
deliver such instrument as the attorney-in-fact of Pledgors.  Such power of
attorney is coupled with an interest and is irrevocable.

         (d) Notwithstanding anything set forth herein to the contrary, the
provisions of this Section 28 shall be effective only to the maximum extent
permitted by law.





______________________________________
Footnote continued from previous page.

<PAGE>   294

                                      -38-

         Future Advances.  This Agreement shall secure the payment of any
amounts advanced from time to time pursuant to the Credit Agreement.

         Facilitating Governmental Approvals; Specific Performance.  (a)  In
connection with the exercise by Collateral Agent of its rights under this
Agreement relating to the disposition of or operation of the Pledged Collateral
under any licenses issued by the FCC or any other authorizations, agreements,
permits, licenses, and franchises of any Pledgor, it may be necessary to obtain
the prior consent or approval of the FCC or other governmental authority to the
exercise of rights with respect to the Pledged Collateral.  To the extent that
any such consent or approval is required for any action that Collateral Agent
may take under this Agreement with respect to the Pledged Collateral, receipt
of such FCC or governmental authority approval shall be a condition precedent
to Collateral Agent's exercise of such rights.  In furtherance of the first
sentence of this Section, each Pledgor hereby agrees, at its own cost, to use
its best efforts to take any and all actions which Collateral Agent may request
in order to obtain such consents or approvals or any other governmental
authorization as may be necessary to enable Collateral Agent to exercise and
enjoy the full rights and benefits granted to it under this Agreement, the
Credit Agreement, or any other Credit Document, including, without limitation,
the preparation, execution, delivery or filing on any Pledgor's behalf and in
any Pledgor's name, or in such other name as may be appropriate or required, or
causing to be prepared, executed, delivered or filed, all applications,
certificates, filings, instruments, information, reports and other documents
(including, without limitation, any application for any assignment or transfer
of control of ownership).

         (b) Each Pledgor hereby acknowledges that a breach of any of its
obligations contained in this Agreement will cause irreparable injury to
Collateral Agent, and that such a breach would not be adequately compensable in
damages, and therefore each Pledgor agrees that its obligations under this
Agreement shall be specifically enforceable.

         Non-Disturbance.  To the extent required to obtain a security interest
under any Contract in the event of a





______________________________________
Footnote continued from previous page.

<PAGE>   295

                                      -39-

foreclosure or other action taken pursuant to such security interest the rights
of the counterparty under such Contract will continue in full force and effect
so long as the counterparty is not in default thereunder.





______________________________________
Footnote continued from previous page.

<PAGE>   296

                                      -40-

         IN WITNESS WHEREOF, Pledgors and Collateral Agent have caused this
Agreement to be duly executed and delivered by their duly authorized officers
as of the date first above written.

                            AMERICAN TELECASTING DEVELOPMENT INC.

                            
                            By: /s/ AMERICAN TELECASTING DEVELOPMENT INC.
                               -----------------------------------
                                Name:
                                Title:
                            
                            
                            AMERICAN TELECASTING OF ANCHORAGE, INC.
                            
                            
                            By: /s/ AMERICAN TELECASTING OF ANCHORAGE, INC.
                                -----------------------------------
                                Name:
                                Title:

                            
                            AMERICAN TELECASTING OF BEND, INC.
                            

                            By: /s/ AMERICAN TELECASTING OF BEND, INC.
                                -----------------------------------
                                Name:
                                Title:
                            
                            
                            
                            AMERICAN TELECASTING OF BILLINGS, INC.
                            

                            By: /s/ AMERICAN TELECASTING OF BILLINGS, INC.
                                -----------------------------------
                                Name:
                                Title:



______________________________________
Footnote continued from previous page.

<PAGE>   297

                                     -41-
                                            Title:



                                        AMERICAN TELECASTING OF BISMARK, INC.
                                        

                                        By: /s/ AMERICAN TELECASTING OF
                                                BISMARK, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF CENTRAL 
                                          FLORIDA, INC.
                                        
                                        

                                        By: /s/ AMERICAN TELECASTING OF CENTRAL
                                                FLORIDA, INC.
                                            -----------------------------------
                                            Name:

                                            Title:

                                        
                                        AMERICAN TELECASTING OF CINCINNATI, INC.
                                        

                                        By: /s/ AMERICAN TELECASTING OF 
                                                CINCINNATI, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        AMERICAN TELECASTING OF COLORADO 
                                          SPRINGS, INC.
                                        
                                        By: /s/ AMERICAN TELECASTING OF 
                                                COLORADO SPRINGS, INC.
                                            -----------------------------------
                                            Name:
                                            Title:

                                        
                                        
                                        



______________________________________
Footnote continued from previous page.

<PAGE>   298

                                     -42-

                                        
                                        
                                        AMERICAN TELECASTING OF COLUMBUS, INC.
                                        

                                        By: /s/ AMERICAN TELECASTING OF 
                                                COLUMBUS, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF DENVER, INC.
                                        
                                        By: /s/ AMERICAN TELECASTING OF 
                                                DENVER, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF FORT COLLINS, 
                                           INC.
                                        
                                        
                                        By: /s/ AMERICAN TELECASTING OF FORT
                                                COLLINS, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        





______________________________________
Footnote continued from previous page.

<PAGE>   299

                                     -43-


                           AMERICAN TELECASTING OF FORT MYERS, INC.


                           By: /s/ AMERICAN TELECASTING OF FORT MYERS, INC.
                               -----------------------------------------------
                               Name:
                               Title:
                           
                           AMERICAN TELECASTING OF GREEN BAY, INC.


                           By: /s/ AMERICAN TELECASTING OF GREEN BAY, INC.
                               -----------------------------------------------
                               Name:
                               Title:
                           
                           
                           AMERICAN TELECASTING OF HAWAII, INC.

                           By: /s/ AMERICAN TELECASTING OF HAWAII, INC.  
                               -----------------------------------------------
                               Name:
                               Title:
                           
                           
                           AMERICAN TELECASTING OF JACKSON, INC.
                           
                           
                           By: /s/ AMERICAN TELECASTING OF JACKSON, INC.
                               -----------------------------------------------
                               Name:
                               Title:

                           
                           AMERICAN TELECASTING OF JACKSONVILLE,
                             INC.
                           

                           By: /s/ AMERICAN TELECASTING OF JACKSONVILLE, INC.
                               -----------------------------------------------
                               Name:
                               Title:
                           
                           
                                        
                                        



______________________________________
Footnote continued from previous page.

<PAGE>   300

                                     -44-
                            AMERICAN TELECASTING OF LANSING, INC.


                            By: /s/ AMERICAN TELECASTING OF LANSING, INC.
                                ---------------------------------------------
                                Name:
                                Title:

                            
                            AMERICAN TELECASTING OF LINCOLN, INC.
                            
                            
                            By: /s/ AMERICAN TELECASTING OF LINCOLN, INC.
                                ---------------------------------------------
                                Name:
                                Title:


                            AMERICAN TELECASTING OF LITTLE ROCK, 
                              INC.
                            
                            
                            By: /s/ AMERICAN TELECASTING OF LITTLE ROCK, INC.
                                ---------------------------------------------
                                Name:
                                Title:
                            
                            
                            AMERICAN TELECASTING OF LOUISVILLE, INC.
                            
                            
                            
                            By: /s/ AMERICAN TELECASTING OF LOUISVILLE, INC.
                                ---------------------------------------------
                                Name:
                                Title:

                            
                            AMERICAN TELECASTING OF MEDFORD, INC.
                            
                            
                            
                            By: /s/ AMERICAN TELECASTING OF MEDFORD, INC.
                                ---------------------------------------------
                                Name:
                                Title:
                                        
                                        
                                        
                                        

______________________________________
Footnote continued from previous page.


<PAGE>   301

                                     -45-

                              AMERICAN TELECASTING OF MICHIANA, INC.
                              
                              
                              By: /s/ AMERICAN TELECASTING OF MICHIANA, INC.
                                  --------------------------------------------
                                  Name:
                                  Title:
                              
                              
                              AMERICAN TELECASTING OF MINNESOTA, INC.


                              By: /s/ AMERICAN TELECASTING OF MINNESOTA, INC.
                                  --------------------------------------------
                                  Name:
                                  Title:
                              
                              
                              AMERICAN TELECASTING OF MONTEREY, INC.

                              
                              By: /s/ AMERICAN TELECASTING OF MONTEREY, INC.
                                  --------------------------------------------
                                  Name:
                                  Title:
                              
                              
                              AMERICAN TELECASTING OF NEBRASKA, INC.
                              
                              
                              By: /s/ AMERICAN TELECASTING OF NEBRASKA, INC.
                                  --------------------------------------------
                                  Name:
                                  Title:
                                        
                                        



______________________________________
Footnote continued from previous page.

<PAGE>   302

                                     -46-
                                        
                                        
                                        AMERICAN TELECASTING OF NORTH DAKOTA, 
                                          INC.


                                        By: /s/ AMERICAN TELECASTING OF NORTH
                                                DAKOTA, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        
                                        AMERICAN TELECASTING OF OKLAHOMA, INC.
                                        
                                        
                                        By: /s/ AMERICAN TELECASTING OF 
                                                OKLAHOMA, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        

                                        AMERICAN TELECASTING OF PORTLAND, INC.
                                        
                                        
                                        By: /s/ AMERICAN TELECASTING OF 
                                                PORTLAND, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        
                                        AMERICAN TELECASTING OF RAPID CITY INC.
                                        
                                        
                                        By: /s/ AMERICAN TELECASTING OF RAPID
                                                CITY, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        



______________________________________
Footnote continued from previous page.

<PAGE>   303

                                     -47-

                                        
                                        AMERICAN TELECASTING OF REDDING, INC.
                                        

                                        By: /s/ AMERICAN TELECASTING OF 
                                                REDDING, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF ROCKFORD, INC.
                                        
                                        
                                        By: /s/ AMERICAN TELECASTING OF 
                                                ROCKFORD, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF SALEM/EUGENE, 
                                          INC.
                                        
                                        
                                        By: /s/ AMERICAN TELECASTING OF 
                                                SALEM/EUGENE, INC.
                                            -----------------------------------
                                        
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF SANTA BARBARA,
                                          INC.
                                        
                                        
                                        By: /s/ AMERICAN TELECASTING OF SANTA
                                                BARBARA, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF SANTA ROSA, INC.
                                        
                                        
                                        By: /s/ AMERICAN TELECASTING OF SANTA
                                                ROSA, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        



______________________________________
Footnote continued from previous page.

<PAGE>   304

                                     -48-



                                        
                                        AMERICAN TELECASTING OF SARASOTA, INC.
                                        
                                        
                                        By: /s/ AMERICAN TELECASTING OF 
                                                SARASOTA, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF SHERIDAN, INC.
                                        
                                        
                                        By: /s/ AMERICAN TELECASTING OF 
                                                SHERIDAN, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF SIOUX VALLEY, 
                                          INC.
                                        
                                        
                                        By: /s/ AMERICAN TELECASTING OF SIOUX
                                                VALLEY, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF SOUTH DAKOTA, 
                                          INC.
                                        
                                        
                                        By: /s/ AMERICAN TELECASTING OF SOUTH
                                                DAKOTA, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        



______________________________________
Footnote continued from previous page.

<PAGE>   305

                                      -49-

                                        AMERICAN TELECASTING OF TOLEDO, INC.


                                        By: /s/ AMERICAN TELECASTING OF 
                                                TOLEDO, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        
                                        AMERICAN TELECASTING OF YOUNGSTOWN, INC.
                                        
                                        
                                        By: /s/ AMERICAN TELECASTING OF 
                                                YOUNGSTOWN, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        
                                        
                                        AMERICAN TELECASTING OF YUBA CITY, INC.
                                        
                                        
                                        By: /s/ AMERICAN TELECASTING OF 
                                                YUBA CITY, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        

                                        BANQUE INDOSUEZ, NEW YORK BRANCH as
                                          Collateral Agent
                                        
                                        
                                        By: /s/ BANQUE INDOSUEZ
                                            -----------------------------------
                                            Name:
                                            Title:



                                        By:
                                            -----------------------------------
                                            Name:
                                            Title:



<PAGE>   306

______________________________________


                        REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of
February 26, 1997, is made and entered into by and among AMERICAN TELECASTING,
INC., a Delaware corporation (the "Company"), and the holders (collectively,
together with their assigns, the "Holders") of the Warrants (as defined
herein).

         WHEREAS, concurrently with the issuance of the Warrants the Company is
entering into this Agreement to define the rights which exist among the
Holders, on the one hand, and the Company, on the other, with respect to the
registration of the Common Stock (as defined herein) into which the Warrants
are exercisable;

         NOW, THEREFORE, in consideration of the mutual premises, agreements
and covenants hereinafter set forth, the parties hereto agree as follows:

                                   ARTICLE

                                 Definitions

         For purposes of this Agreement, the following terms shall have the
following respective meanings (each such meaning to be equally applicable to
the singular and plural forms thereof):

         "Agreement" means this Registration Rights Agreement.

         "Commission" shall mean the Securities and Exchange Commission, and
    any other similar or successor agency of the federal government at the time
    administering the Securities Act or the Securities Exchange Act.





______________________________________
Footnote continued from previous page.

<PAGE>   307

______________________________________


         "Common Stock" means the Company's voting Common Stock, par value
    $0.01 per share, and any stock into which such Common Stock may hereafter
    be changed or for which such Common Stock may be exchanged after giving
    effect to the terms of such change or exchange (by way of reorganization,
    recapitalization, merger, consolidation or otherwise) and shall also
    include any Common Stock of the Company hereafter authorized which has
    ordinary voting power for the election of directors and any capital stock
    of the Company of any other class hereafter authorized which is not
    preferred as to dividends or distribution of assets in liquidation over any
    other class of capital stock of the  Company or which has ordinary voting
    power for the election of directors of the Company.

         "Company" has the meaning assigned such term in the preamble hereto.

         "Holders" has the meaning assigned such term in the preamble hereto.

         "Holders of Registrable Securities" shall mean a person who owns
    Registrable Securities or has the right to acquire such Registrable
    Securities, whether or not such acquisition has actually been effected and
    disregarding any legal restrictions upon the exercise of such right.

         "NASD" means the National Association of Securities Dealers, Inc.

         "Prospectus" means the prospectus included in any Registration
    Statement, as amended or supplemented by any prospectus supplement with
    respect to the terms of the offering, registering for sale any of the
    Registrable Securities and all other amendments and supplements to the
    Prospectus, including post-effective amendments, and all material
    incorporated by reference in such Prospectus.

         "Registrable Securities" means any Common Stock which may be acquired
    upon the exercise of the Warrants in accordance with their terms; provided,
    that any security's





______________________________________
Footnote continued from previous page.

<PAGE>   308


______________________________________


    status as a Registrable Security shall cease when the registration rights
    with respect to such security shall have terminated pursuant to Section
    2.6.

         "Registration Statement" means any registration statement of the
    Company which registers for sale any of the Registrable Securities pursuant
    to the provisions of this Agreement, including the Prospectus, amendments
    and supplements to such Registration Statement, including post-effective
    amendments, all exhibits and all material incorporated by reference in such
    Registration Statement.

         "Requisite Holders" means the holders, at any time, of the outstanding
    Warrants representing more than 50% of the aggregate of Registrable
    Securities at the time outstanding.

         "Rule 144" means Rule 144 under the Securities Act, as such Rule may
    be amended from time to time, or any similar rule or regulation hereafter
    adopted by the Commission.

         "Securities Act" shall mean the Securities Act of 1933, as amended, or
    any similar federal statute, and the rules and regulations of the
    Commission thereunder, all as the same shall be in effect at the time.

         "Securities Exchange Act" shall mean the Securities Exchange Act of
    1934, as amended, or any similar federal statute, and the rules and
    regulations of the Commission thereunder, all as the same shall be in
    effect at the time.

         "Warrants" means the warrants to purchase an aggregate of 141,667
    shares of Common Stock issued by the Company to the Holders.

                                   ARTICLE

                                       



______________________________________
Footnote continued from previous page.

<PAGE>   309

______________________________________


                             Registration Rights

         SECTION ..    Registration on Demand

         2.1.1  Demand.  At any time following six months from the date the
Warrants become exercisable, upon the written request (the "Demand") of the
Requisite Holders (the "Demand Holders") that the Company effect the
registration under the Securities Act of the number of Registrable Securities
specified by the Demand Holders, the Company shall, subject to the provisions
hereof, use its best efforts to effect, as soon as practicable and in any event
within 60 days after the Demand is received from the Demand Holders, the
registration under the Securities Act of the Registrable Securities which the
Company has been so requested to register by the Demand Holders.

         2.1.2  Shelf Registration.  At any time that the Company is eligible
to use a short-form registration statement for registering securities for sale
to the public at large, the Demand Holders may, at their  option, request (the
"Shelf Demand") that any registration statement effected pursuant to a Demand
be effected on a delayed or continuous basis, pursuant to Rule 415 under the
Securities Act (the "Shelf Registration").  The Company agrees to keep
effective such registration statement (the "Shelf Registration Statement")
until the  earlier of (i) such date as of which all the Registrable Securities
under the Shelf Registration Statement have been disposed of in the manner
described in such registration statement, and (ii) 180 days after the date on
which such Shelf Registration Statement is declared effective.

         2.1.3  Registration Statement Form.  Registrations under this Section
2.1 shall be on such appropriate registration form of the Commission as shall
be selected by the





______________________________________
Footnote continued from previous page.

<PAGE>   310

______________________________________


Company.  The Company shall include in any such registration statement all
information which, in the opinion of counsel to the Company, is required to be
included.

         2.1.4  Effective Registration Statement.  A registration requested
pursuant to this Section 2.1 shall not be deemed to have been effected (i)
unless a registration statement with respect thereto has become effective, (ii)
if after it has become effective, such registration is interfered with by any
stop order, injunction or other order or requirement of the Commission or other
governmental agency or court for any reason not attributable to the Holders and
has not thereafter become effective, or (iii) if the conditions to closing
specified in the underwriting agreement, if any, entered into in connection
with such registration are not satisfied or waived, other than by reason of a
failure on the part of the Holders or (iv) if a Shelf Registration Statement,
if such registration statement has not been kept effective until the earlier of
(a) such date as of which all of the Registrable Securities under such Shelf
Registration Statement have been disposed of in the manner described in such
registration statement and (b) 180 days after the date on which such Shelf
Registration Statement is declared effective.

         2.1.5  Limitations on Registration on Demand, Shelf Registrations.
The Company shall not be required to prepare and file a registration statement
pursuant to this Section 2.1 which would become effective within 120 days
following the effective date of a registration statement (other than pursuant
to registrations on Form S-4 or Form S-8 or any successor form or other forms
not available for registering securities for sale to the public at large) filed
by the Company with the Commission pertaining to an underwritten public
offering of convertible debt securities or equity securities for cash for the
account of the Company or another holder of securities of the Company, and in
such case the Holders are afforded the opportunity to include Registrable
Securities in such registration pursuant to Section 2.2.  Notwithstanding
anything in this  Section 2.1 to the contrary, in no event shall the Company be
required to effect in the aggregate, more than one registration pursuant to
this Section 2.1.

         2.1.6  Holders' Ability to Withdraw Registration Statement.  The
Holders of a majority of the Registrable





______________________________________
Footnote continued from previous page.

<PAGE>   311

______________________________________


Securities to be included in such registration shall have the right to request
that the Company not have a registration statement filed pursuant to a Demand
declared effective.  If the Demand Holders elect to pay or reimburse the
Company for the Company's out-of-pocket expenses incurred in connection with
such registration, such withdrawn registration statement shall not be counted
for purposes of the requests for registration to which such Demanding Holder is
entitled pursuant to Section 2.1.5 hereof.

         2.1.7  Selection of Underwriter.  If a registration under this Section
2.1 is an underwritten offering, the Holders of a majority of the Registrable
Securities to be included in such registration shall select a managing
underwriter or underwriters of recognized national standing reasonably
acceptable to the Company to administer the offering.

         2.1.8  Registration of Other Securities.  A registration statement
filed pursuant to the request of the Demand Holders may, subject to the
provisions of Section 2.5 hereof, include (i) Registrable Securities of Holders
not making a demand pursuant to this Section 2.1 and (ii) other securities of
the Company with respect to which registration rights have been granted and may
include securities of the Company being sold for the account of the Company.

         2.1.9  Suspension.  The Company may delay, suspend or withdraw the
registration of the Registrable Securities required pursuant to this Section
2.1 or the preparation or furnishing of a supplemental or amended prospectus
pursuant to Section 2.3(i) for a period not exceeding 90 days if the Company
shall in good faith determine that any such registration would require the
Company to include disclosure that would reasonably be expected to have a
detrimental effect on any proposal, negotiations or plan by the Company or any
of its subsidiaries to engage in any acquisition or disposition of assets or
any merger, consolidation, tender offer, reorganization or similar transaction,
or any other material corporate event contemplated by the Company.  In
addition, the Company shall not be required to register Registrable Securities
on a date on which, under the general rules and regulations of the  Commission
as advised by counsel, the inclusion therein, by incorporation or by reference,
of financial statements of the Company contained in the annual or





______________________________________
Footnote continued from previous page.

<PAGE>   312

______________________________________


quarterly report of the Company most recently filed with the Commission would
not be permitted, provided that this exception shall not permit delay or
suspension of registration beyond the filing of the next required annual or
quarterly filing under the Securities Exchange Act.

         SECTION ..  Incidental Registration.  If the Company, at any time or
any one or more occasions after the date of this Agreement, proposes to
register (other than pursuant to Section 2.1) any of its equity securities
under the Securities Act for sale to the public, whether for its own account or
for the account of other security holders or both (other than pursuant to
registrations on Form S-4 or Form S-8 or any successor form or other forms not
available for registering securities for sale to the public at large), the
Company shall give not less than 30 days' nor more than 90 days' prior written
notice to each Holder of Registrable Securities of its intention to do so.
Upon the written request of any Holder of Registrable Securities given within
20 days after receipt of such notice from the Company, the Company will use its
best efforts to cause the Registrable Securities requested to be registered to
be so registered under the Securities Act.  A request pursuant to this Section
2.2 shall state the number of Registrable Securities requested to be registered
and the intended method of distribution thereof.  In connection with any
registration subject to this Section 2.2, the Holders shall enter into such
underwriting, lock-up and other agreements, and shall execute and complete such
questionnaires and other documents, as are customary in a secondary offering.
The Company shall have the right to terminate or withdraw any registration
initiated by it under this Section 2.2 prior to the effectiveness of such
registration whether or not any Holder has elected to include any securities in
such registration.  Notwithstanding any other provision of this Agreement, if
the representative of the underwriters advises the Company in writing that
marketing factors require a limitation on the number of shares to be
underwritten, the number of shares to be included in the underwriting or
registration shall be allocated as set forth in Section 2.5 hereof.

         No registration effected under this Section 2.2 shall relieve the
Company of its obligation to effect the registration required under Section
2.1.





______________________________________
Footnote continued from previous page.

<PAGE>   313

______________________________________


         SECTION ..  Registration Procedures.  In connection with the
registration of any Registrable Securities, the Company shall effect such
registrations to permit the sale of such Registrable Securities in accordance
with the intended method or methods of disposition thereof, and pursuant
thereto the Company shall as expeditiously as possible:

         ()    prepare and file with the Commission within the time limits
    prescribed herein a Registration Statement with respect to such securities
    and use its best efforts to cause such Registration Statement to become
    effective and remain effective as provided herein;

         ()    prepare and file with the Commission such amendments and
    post-effective amendments to each Registration Statement as may be
    necessary and use its best efforts to keep such Registration Statement
    continuously effective; cause the related Prospectus to be supplemented by
    any required Prospectus supplement, and as so supplemented to be filed
    pursuant to Rule 424 (or any similar provisions then in force) under the
    Securities Act; and comply with the provisions of the Securities Act, the
    Securities Exchange Act and the rules and regulations of the Commission
    promulgated thereunder applicable to it with respect to the disposition of
    all securities covered by such Registration Statement as so amended or in
    such Prospectus as so supplemented; the Company shall not be deemed to have
    used its best efforts to keep a registration statement effective during a
    period if it voluntarily takes any action that results in participating
    Holders not being able to sell such Registrable Securities during such
    period, unless such action (i) is required under applicable law or (ii) is
    determined in good faith by the Board of Directors of the Company to be in
    the Company's best interest;

         ()    notify the Holders of Registrable Securities and underwriters,
    if any, promptly (but in any event within two business days), and confirm
    such notice in writing, (i) when a Prospectus or any Prospectus supplement
    or post-effective amendment has been filed, and, with respect to a
    Registration Statement or any post-effective amendment, when the same has
    become effective, (ii) of the issuance (or, to the Company's best
    knowledge, the threat





______________________________________
Footnote continued from previous page.

<PAGE>   314

______________________________________


    or contemplation) by the Commission of any stop order suspending the
    effectiveness of such Registration Statement or of any order preventing or
    suspending the use of any  preliminary prospectus or the initiation of any
    proceedings for that purpose, and (iii) of the receipt by the Company of
    any notification with respect to the suspension of the qualification or
    exemption from qualification of a Registration Statement or any of the
    Registrable Securities for offer or sale in any jurisdiction, or the
    initiation or threatening of any proceeding for such purpose;

         ()    use every reasonable effort to prevent the issuance of any order
    suspending the effectiveness of a Registration Statement or of any order
    preventing or suspending the use of a Prospectus or suspending the
    qualification (or exemption from qualification) of any of the Registrable
    Securities for sale in any jurisdiction, and, if any such order is issued,
    to obtain the withdrawal of any such order at the earliest possible moment;

         ()    furnish to each seller and to each duly authorized broker or
    underwriter of each seller such number of authorized copies of a
    prospectus, including copies of a preliminary Prospectus, in conformity
    with the requirements of the Securities Act, and such other customary
    documents as such seller, broker or underwriter may reasonably request in
    order to facilitate the public sale or other disposition of the Registrable
    Securities owned by such seller;

         ()    use its best efforts to register or qualify (and to keep each
    such registration and qualification effective, including through new
    filings, renewals or amendments, during the period such registration
    statement is required to be kept effective) the securities covered by such
    Registration Statement under such securities or blue sky laws of such
    jurisdictions as each seller shall reasonably request, and do any and all
    other reasonable acts and things which may be necessary under such
    securities or blue sky laws to enable such seller to consummate the public
    sale or other disposition in such jurisdictions of the Registrable
    Securities to be sold by such seller, except that the Company shall not for
    any





______________________________________
Footnote continued from previous page.

<PAGE>   315

______________________________________


    such purpose be required to qualify to do business as a foreign
    corporation, or to consent to the jurisdiction of any court or subject
    itself to suit in any jurisdiction wherein it is not qualified;

         ()    before filing the Registration Statement or Prospectus or
    amendments or supplements thereto, furnish to counsel for the Holders of
    Registrable Securities included in such Registration Statement copies of
    all such documents proposed to be filed, all of which shall be subject to
    the review and comment of such counsel in the exercise of their reasonable
    judgment;

         ()    use its best efforts to cause such Registrable Securities
    covered by such Registration Statement to be registered with or approved by
    such other governmental agencies or authorities exercising jurisdiction
    over the Company as may be necessary to enable the seller or sellers
    thereof to consummate the disposition of such Registrable Securities;

         ()    notify each seller of any such Registrable Securities covered by
    such Registration Statement, at any time when a Prospectus relating thereto
    is required to be delivered under the Securities Act, of the Company's
    becoming aware that the Prospectus included in such Registration Statement,
    as then in effect, includes an untrue statement of a material fact or omits
    to state any material fact required to be stated therein or necessary to
    make the statements therein, in the light of the circumstances under which
    they were made, not misleading, and, at the written request of any such
    seller, promptly prepare and furnish to such seller and each underwriter a
    reasonable number of copies of a Prospectus supplemented or amended
    (whereupon all previous versions of the Prospectus shall not be used by
    such seller or underwriter and shall be promptly returned to the Company or
    destroyed) so that, as thereafter delivered to the purchasers of such
    Registrable Securities, such Prospectus shall not include an untrue
    statement of a material fact or omit to state a material fact required to
    be stated therein or necessary to make the statements therein, in the light
    of the circumstances under which they were made, not misleading;





______________________________________
Footnote continued from previous page.

<PAGE>   316

______________________________________


         ()    comply with all applicable rules and regulations of the
    Commission, and make generally available to its security holders, as soon
    as reasonably practicable, an earnings statement covering the period of at
    least twelve consecutive months beginning with the first day of the
    Company's first calendar quarter after the effective date of the
    Registration Statement, which earnings statement shall satisfy the
    provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

         ()    use its best efforts to cause all such Registrable Securities
    covered by such Registration Statement to be listed or quoted on the
    principal securities exchange (including NASDAQ) on which similar
    securities issued by the Company are then listed or quoted, if the listing
    or quoting of such Registrable Securities is then permitted under the rules
    of such exchange;

         ()    provide a transfer agent and registrar for all such Registrable
    Securities covered by such Registration Statement not later than the
    effective date of such Registration Statement;

         ()    cooperate with the selling holders of Registrable Securities and
    the underwriters, if any, to facilitate the timely preparation and delivery
    of certificates representing Registrable Securities to be sold, which
    certificates shall not bear any restrictive legends; and enable such
    Registrable Securities to be in such denominations and registered in such
    names as the underwriters, if any, or holders may reasonably request at
    least two business days prior to any sale of Registrable Securities in a
    firm commitment underwritten public offering, or at least ten business days
    prior to any other such sale;

         ()    enter into such reasonable and customary agreements (including
    an underwriting agreement in customary form) and take such other reasonable
    and customary actions as the Requisite Holders shall reasonably request in
    order to expedite or facilitate the





______________________________________
Footnote continued from previous page.

<PAGE>   317

______________________________________


    registration and disposition of such Registrable Securities;

         ()    obtain an opinion from the Company's counsel and a "cold
    comfort" letter from the Company's independent public accountants in
    customary form and covering such matters as are customarily covered by such
    opinions and "cold comfort" letters;

         ()    upon execution and delivery of such confidentiality agreements
    as the Company shall reasonably request (which agreement shall not restrict
    any such person's obligations under applicable securities laws), make
    available for inspection by any seller of such Registrable Securities
    covered by such Registration Statement, by any underwriter participating in
    any disposition to be effected pursuant to such Registration Statement and
    by any attorney, accountant or other agent retained by any  such seller or
    any such underwriter, pertinent financial and other records, pertinent
    corporate documents and properties of the Company, and cause the Company's
    officers, directors and employees to supply all information reasonably
    requested by any such seller, underwriter, attorney, accountant or agent in
    connection with such Registration Statement, all as necessary to conduct a
    reasonable investigation within the meaning of Section 11 of the Securities
    Act; and

         ()    permit any Holder of Registrable Securities which Holder, in the
    sole reasonable judgment of such Holder, exercised in good faith, might be
    deemed to be a controlling person of the Company to participate through
    counsel in the preparation of such Registration Statement and, if
    specifically requested by such counsel, in discussions between the Company
    and the Commission or its staff with respect to such Registration
    Statement, to require the insertion therein of material, furnished in
    writing, which in the written opinion of such counsel is necessary to
    include in order to avoid a likelihood of potential liability for any such
    Holder of Registrable Securities or such counsel.





______________________________________
Footnote continued from previous page.

<PAGE>   318

______________________________________


         If any such Registration Statement refers to any Holder by name or
otherwise as the holder of any securities of the Company, then such Holder
shall have the right to require (i) the insertion therein of language, in form
and substance satisfactory to such Holder, to the effect that the holding by
such Holder of such securities is not to be construed as a recommendation by
such Holder of the investment quality of the Company's securities covered
thereby and that such holding does not imply that such Holder will assist in
meeting any future financial requirements of the Company, or (ii) in the event
that such reference to such Holder by name or otherwise is not in the judgment
of the Company, as advised by counsel, required by the Securities Act or any
similar federal statute or any state "blue sky" or securities law then in
force, the deletion of the reference to such Holder.

         SECTION ..  Expenses.  All expenses incurred in effecting the
registrations (whether or not such registrations are consummated) provided for
in this Article II, including without limitation all registration and filing
fees, printing expenses, fees and disbursements of counsel for the Company,
expenses of any audits incident to or required by any such registration
(including the costs of any comfort letter) and  expenses of complying with the
securities or blue sky laws of any jurisdictions pursuant to Subsection 2.3(f)
hereof, the costs and expenses associated with the filing required to be made
by the NASD (including, if applicable, the fees and expenses of any "qualified
independent underwriter" and its counsel as may be required by the rules and
regulations of the NASD, provided such fees and expenses are not paid by the
underwriter), transfer taxes, fees of transfer agents and registrars, costs of
insurance (but excluding underwriting discounts and commissions to the extent
they relate to Registrable Securities), duplicating fees, delivery expenses,
expenses incurred with the listing of the securities on any securities
exchange, shall be paid by the Company, and the Company shall pay all
reasonable fees and disbursements of one counsel for the Holders of Registrable
Securities for the performance of the normal and customary functions of counsel
for selling shareholders in each such registration.

         SECTION ..  Marketing Restrictions.  If (i) any Holder of Registrable
Securities requests registration of Registrable Securities under Section 2.1 or
2.2, (ii) the offering proposed to be made is to be an underwritten public





______________________________________
Footnote continued from previous page.

<PAGE>   319

______________________________________


offering and (iii) the managing underwriters of such public offering furnish a
written opinion that the total amount of securities to be included in such
offering would exceed the maximum amount of securities (the "Maximum Amount")
(as specified in such opinion) which can be marketed at a price reasonably
related to the then current market value of such securities and without
materially and adversely affecting such offering, then the rights of the
Company, the Holders of Registrable Securities and the holders of other
securities having the right to include such securities in such registration to
participate in such offering shall be as follows:

         If such registration shall have been proposed by the Company, (i) the
    Company shall be entitled to participate in such registration first; (ii)
    then Holders of Registrable Securities under this Agreement shall be
    entitled to participate in such registration (pro rata based on the number
    of Registrable Securities or shares of Common Stock, respectively, held by
    each) and (iii) other security holders of the Company shall be entitled to
    participate in such registration (pro rata based on the number of
    securities held by each security holder and in accordance with the relative
    priorities, if any, as shall exist among them).  If such registration shall
    have been requested by the Demand Holders of Registrable Securities
    pursuant to  Section 2.1 hereof, (i) the Holders of Registrable Securities
    shall be entitled to participate in such registration (pro rata based on
    the number of Registrable Securities held by each) first; and (ii) then the
    Company and other security holders of the Company entitled to participate
    will be entitled to participate in such registration (with the holders of
    such securities being entitled to participate in accordance with the
    relative priorities, if any, as shall exist among them), in each case with
    further pro rata allocations to the extent any such person has requested
    registration of fewer securities than such person is entitled to have
    registered so that the number of securities to be included in such
    registration will not exceed the Maximum Amount.  If such registration
    shall have been requested by the holders of other securities pursuant to a
    right granted by the Company to request such registration, (i) the holders
    requesting such registration shall be entitled to participate in such
    registration (with such holders being entitled to participate in accordance
    with the relative





______________________________________
Footnote continued from previous page.

<PAGE>   320

______________________________________


    priorities, if any, as shall exist among them); (ii) then the Holders of
    Registrable Securities shall be entitled to participate in accordance with
    the number of shares held by them (pro rata based on the number of
    Registrable Securities or shares of Common Stock, respectively, held by
    each); and (iii) then the Company and other security holders of the Company
    entitled to participate will be entitled to participate in such
    registration (with the holders of such securities being entitled to
    participate in accordance with the relative priorities, if any, as shall
    exist among them), in each case with further pro rata allocations to the
    extent any such person has requested registration of fewer securities than
    such person is entitled to have registered so that the number of securities
    to be included in such registration will not exceed the Maximum Amount;

and no securities (issued or unissued) other than those registered and included
in the underwritten offering shall be offered for sale or other disposition in
a transaction which would require registration under the Securities Act (but
excluding any issuance of shares pursuant to registrations on Form S-4 or Form
S-8 or any successor form or other forms not available for registering capital
stock for sale to the public at large) until the expiration of 90 days after
the effective date of the Registration Statement in which Registrable
Securities were included pursuant to Section 2.2 or such shorter period as may
be acceptable to the Company and the Holders of a  majority of the Registrable
Securities who may be participating in such offering.

         SECTION ..  Termination of Rights.  Notwithstanding the foregoing
provisions of this Article II, the rights to registration shall terminate as to
any particular Registrable Securities when (a) a Registration Statement
covering such Registrable Securities has been declared effective and such
Registrable Securities have been disposed of in accordance with such effective
Registration Statement, (b) written opinion(s), to the effect that such
Registrable Securities may be sold without registration under the Securities
Act or applicable state law and without restriction as to the volume and timing
of such sale, shall have been received from counsel for the Company reasonably
acceptable to the Holders of a majority of such Registrable Securities, (c) the
Warrants expire unexercised or are otherwise terminated or (d) such Registrable





______________________________________
Footnote continued from previous page.

<PAGE>   321

______________________________________


Securities have been sold through a broker, dealer or underwriter in a public
distribution or a public securities transaction in which the transferee
receives a certificate without a restrictive legend.

         SECTION ..  Rule 144.  The Company shall file the reports required to
be filed by it under the Securities Act and the Securities Exchange Act and the
rules and regulations promulgated thereunder (or, if the Company is not
required to file such reports, it will, upon the written request of any Holder
of Registrable Securities as soon as practicable, make publicly available other
information so long as such information is necessary to permit sales under Rule
144), and will take such further actions as any Holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemption provided by Rule 144.
Upon the request of any Holder of Registrable Securities, the Company shall
deliver to such Holder a written statement as to whether it has complied with
such requirements.

         SECTION ..  Indemnification.  ()     In the event of any registration
of any Registrable Securities under the Securities Act pursuant to this
Agreement, the Company will, and hereby does, indemnify and hold harmless, to
the fullest extent permitted by law, the seller of any Registrable Securities
covered by such Registration Statement, its directors and officers or general
and limited partners (and the directors and officers thereof) (each, a
"Person"), each person who participates as an underwriter or qualified
independent underwriter/pricer  ("independent underwriter"), if any, in the
offering or sale of such securities, each officer, director or partner of such
underwriter or independent underwriter, and each other Person, if any, who
controls such seller or any such underwriter within the meaning of the
Securities Act, against any and all losses, claims, damages or liabilities,
joint or several, and expenses (including fees of counsel and any amounts paid
in any settlement approved by the Company (which such approval shall not be
unreasonably withheld or delayed)) to which such seller, any such director or
officer or general or limited partner or any such underwriter or independent
underwriter, such officer, director or partner of such underwriter or
independent underwriter or controlling person may become subject under the
Securities Act, common law or





______________________________________
Footnote continued from previous page.

<PAGE>   322

______________________________________


otherwise, insofar as such losses, claims, damages or liabilities (or
actions or proceedings, whether commenced or threatened, in respect thereof),
or expenses arise out of or are based upon (i) any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement
under which such securities were registered under the Securities Act or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, (ii)
any untrue statement or alleged untrue statement of a material fact contained
in any preliminary, final or summary Prospectus (together with the documents
incorporated by reference or filed with the Commission) and any amendment
thereof or supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading or (iii) any violation by the Company of any federal
or state rule or regulation applicable to the Company and relating to action
required of or inaction by the Company in connection with any such
registration, and the Company will reimburse as incurred such seller and each
such director, officer, general or limited partner, underwriter, independent
underwriter, director, or officer or partner of such underwriter or independent
underwriter and controlling person for any legal or any other expenses incurred
by any of them in connection with investigating or defending any such loss,
claim, liability, action or proceeding; provided, that the Company shall not be
liable to any such seller or any such director, officer, general or limited
partner, underwriter, independent underwriter, director or officer or partner
of such underwriter or independent underwriter or controlling person in any
such case to the extent that any such loss, claim, damage, liability (or action
or proceeding, whether commenced or threatened, in  respect thereof) or expense
arises out of or is based upon (i) any untrue statement or alleged untrue
statement or omission or alleged omission made in such Registration Statement
or amendment thereof or supplement thereto or in any such preliminary, final or
summary Prospectus in reliance upon and in conformity with information
furnished to the Company in writing by or on behalf of any such seller or any
such director, officer, general or limited partner, underwriter, independent
underwriter, director or officer or partner of such underwriter or independent
underwriter or controlling person, expressly for use in the preparation thereof
or (ii) the failure of any such seller or any such director, officer, general
or limited partner, underwriter, independent





______________________________________
Footnote continued from previous page.

<PAGE>   323

______________________________________


underwriter or controlling person, to comply with any legal requirement
applicable to him to deliver a copy of a Prospectus or any supplements or
amendments thereto after the Company has made such documents available to such
Persons.  Such indemnity and reimbursement of expenses shall remain in full
force and effect following the transfer of such securities by such seller.

         ()    The Company, as a condition to including any Registrable
Securities in any Registration Statement filed in accordance with this
Agreement, shall have received an undertaking reasonably satisfactory to it
from the prospective seller of such Registrable Securities and any underwriter
or independent underwriter, to indemnify and hold harmless (in the same manner
and to the same extent as set forth in paragraph (a) of this Section 2.8) the
Company and its directors and officers and all other prospective sellers and
their directors, officers, general and limited partners and respective
controlling Persons (within the meaning of the Securities Act) with respect to
any statement or alleged statement in or omission or alleged omission from such
Registration Statement, any preliminary, final or summary Prospectus contained
therein, or any amendment or supplement thereto, if such statement or alleged
statement or omission or information has been furnished in writing to the
Company or its representative by or on behalf of such seller or underwriter
expressly for use in the preparation of such Registration Statement,
preliminary, final or summary Prospectus or amendment or supplement; provided,
however, that the aggregate amount which any such seller or prospective seller
shall be required to pay pursuant to such undertaking shall be limited to the
amount of the net proceeds received by such Person upon the sale of the
Registrable Securities pursuant to the Registration Statement giving rise to
such claim.  Such indemnity shall remain in full force and effect following the
transfer of such securities by such seller.

         ()    As soon as possible after receipt by an indemnified party
hereunder of written notice of the commencement of any action or proceeding
with respect to which a claim for indemnification may be made pursuant to this
Section 2.8, such indemnified party will, if a claim in respect thereof is to
be made against an indemnifying party, give written notice to the latter of the
commencement of such action; provided, that the failure of any indemnified
party to





______________________________________
Footnote continued from previous page.

<PAGE>   324

______________________________________


give notice as provided herein shall not relieve the indemnifying party of its
obligations under the preceding paragraphs of this Section 2.8, except to the
extent that the indemnifying party is actually prejudiced by such failure to
give notice.  If any such claim or action shall be brought against an
indemnified party, and it shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein, and, to the extent
that it wishes, jointly with any other similarly notified indemnifying party,
to assume the defense thereof with counsel reasonably satisfactory to the
indemnified party; provided, that the indemnifying party shall not be entitled
to so participate or so assume the defense if, in the indemnified party's
reasonable judgment, a conflict of interest between the indemnified party and
the indemnifying party exists or may exist in respect of such claim.  After
notice from the indemnifying party to such indemnified party of its election to
assume the defense of such claim or action, the indemnifying party shall not be
liable to the indemnified party under this Section 2.8 for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof unless the indemnifying party has failed to assume the defense
of such claim or to employ counsel reasonably satisfactory to such indemnified
party; provided that the indemnified parties shall have the right to employ one
counsel (in each case together with appropriate local counsel) (such counsel to
be selected by the Holders of a majority of the Registrable Securities included
in such registration) to represent such indemnified parties if, in such
indemnified parties' reasonable judgment, a conflict of interest between the
indemnified parties and the indemnifying parties exists or may exist in respect
of such claim, and in that event the fees and expenses of such separate counsel
shall be paid as incurred by the indemnifying party; and provided, further that
if, in the reasonable judgment of any of the indemnified parties, a conflict of
interest between such indemnified parties, and any other indemnified parties
exists in respect of such claim, such indemnified parties shall be entitled to
additional counsel or counsels and the indemnifying party shall be obligated to
pay the fees and expenses of such additional counsel or counsels.   No
indemnifying party will consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving
by the claimants or plaintiffs to such indemnified party of an unconditional
release from all liability in respect to such claim or litigation.  No
indemnifying party will be liable





______________________________________
Footnote continued from previous page.

<PAGE>   325

______________________________________


for any settlement effected without its prior written consent, which consent
will not be unreasonably withheld or delayed.

         ()    Indemnification similar to that specified in the preceding
paragraphs of this Section 2.8 (with appropriate modifications) shall be given
by the Company and each seller of Registrable Securities with respect to any
required registration or other qualification of securities under any state
securities and "blue sky" laws.

         ()    If the indemnification provided for in this Section 2.8 is
unavailable or insufficient to hold harmless an indemnified party under Section
2.8(a) or (b) of this Agreement, then each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of the
losses, claims, damages or liabilities referred to in Section 2.8(a) or (b) in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and the indemnified party on the other hand
in connection with statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations.  The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or other omission or alleged omission to state a material fact relates to
information supplied by the indemnifying party or the indemnified party and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statements or omission.  The parties hereto
agree that it would not be just and equitable if contributions pursuant to this
Section 2.8(e) were to be determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable
considerations referred to in the first sentence of this Section 2.8(e).  The
amount paid by an indemnified party as a result of the losses, claims, damages
or liabilities referred to in the first sentence of this Section 2.8(e) shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim (which shall be limited as provided in Section 2.8(c) if the indemnifying
party has assumed the defense of any such action in  accordance with the
provisions thereof) which is the subject of this Section 2.8(e).  No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any





______________________________________
Footnote continued from previous page.

<PAGE>   326

______________________________________


person who was not guilty of such fraudulent misrepresentation.  Promptly after
receipt by an indemnified party under this Section 2.8(e) of notice of the
commencement of any action against such party in respect of which a claim for
contribution may be made against an indemnifying party under this Section
2.8(e), such indemnified party shall notify the indemnifying party in writing
of the commencement thereof if the notice specified in Section 2.8(c) has not
been given with respect to such action; provided that the omission so to notify
the indemnifying party shall not relieve the indemnifying party from any
liability which it may have to any indemnified party otherwise under this
Section 2.8(e), except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice.  Notwithstanding anything in this
Section 2.8(e) to the contrary, no indemnifying party (other than the Company)
shall be required pursuant to this Section 2.8(e) to contribute any amount in
excess of the proceeds received by such indemnifying party from the sale of
Registrable Securities in the offering to which the losses, claims, damages or
liabilities of the indemnified parties relate.

         ()    The provisions of this Section 2.8 shall be in addition to any
other rights to indemnification or contribution which any indemnified party may
have pursuant to law or contract and shall remain in full force and effect
following the transfer of the Registrable Securities by any such party.

                                   ARTICLE

                           Changes in Common Stock

         If, and as often as, there is any change in the Common Stock by way of
a combination or reclassification, or through a merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate
adjustment shall be made in the provisions hereof so that the rights and
privileges granted hereby shall continue with respect to the Registrable
Securities as so changed.





______________________________________
Footnote continued from previous page.

<PAGE>   327

______________________________________


                                   ARTICLE

                Representations and Warranties of the Company

         The Company represents and warrants to the Holders of the Registrable
Securities as of the date of this Agreement as follows:

         ()    Due Authorization.  The execution, delivery and performance of
    this Agreement by the Company has been duly authorized by all requisite
    action.

         ()    Binding Obligation.  This Agreement has been duly executed and
    delivered by the Company and constitutes the legal, valid and binding
    obligation of the Company, except as such enforceability may be limited by
    bankruptcy, insolvency, reorganization, moratorium or similar laws relating
    to or limiting creditors' rights generally or by equitable principles
    relating to enforceability.

         ()    No Violation.  The execution, delivery and performance of this
    Agreement, and the consummation of the transactions contemplated herein, by
    the Company does not violate any provision of law, any order of any court
    or other agency of government, any organizational document of the Company
    or any provision of any material indenture, agreement or other instrument
    to which the Company or any of its properties or assets is bound, or
    conflict with, result in a breach of or constitute (with due notice or
    lapse of time or both) a default under any such indenture, agreement or
    other instrument or result in the creation or imposition of any lien,
    charge or encumbrance of any nature whatsoever upon any of the properties
    or assets of the Company which violation, conflict, breach or default or
    lien, charge, restriction or encumbrance would have a material adverse
    effect on the business, condition (financial or otherwise) of the Company
    taken as a whole.





______________________________________
Footnote continued from previous page.

<PAGE>   328

______________________________________


         ()    Government Action.  No action has been taken and no statute,
    rule or regulation or order has been enacted, no injunction, restraining
    order or order of any nature has been issued by a federal or state court of
    competent jurisdiction and no action, suit or proceeding is pending against
    or affecting or threatened against, the Company before any court or
    arbitrator or any governmental body, agency or official which, if adversely
    determined, would in any manner draw into question the validity of this
    Agreement.  Other than filings required with the Commission and under state
    securities laws, no action or approval by, or filing or registration with,
    any court or governmental agency or body is required for the consummation
    of the transactions contemplated by this Agreement by the Company.

                                   ARTICLE

                            Benefits of Agreement

         The obligations of the Company under this Agreement shall inure to the
benefit of, and be enforceable by, the initial Holders and their successors and
permitted assigns without any further action on the part of any party hereto.

                                   ARTICLE

                                Miscellaneous

         SECTION ..  Notices.  All notices, requests, consents and other
communications provided for herein shall be in writing and shall be effective
upon delivery in person, faxed





______________________________________
Footnote continued from previous page.

<PAGE>   329

______________________________________


or telecopied, or mailed by certified or registered mail, return receipt
requested, postage pre-paid, addressed as follows:

         ()      if to the Company, 5575 Tech Center Drive, Suite 300, Colorado
    Springs, CO 80919, Attention: President; with a copy to Skadden, Arps,
    Slate, Meagher & Flom LLP, 919 Third Avenue, New York, NY 10022, Attention:
    Randall Doud, Esq. and McDermott, Will & Emery, 1850 K Street, N.W., Suite
    450, Washington, D.C. 20006-2296, Attention:  Robert Jensen, Esq.;

         ()      if to an initial Holder of Registrable Securities, at such
    address as may have been furnished to the Company in writing by such
    Holder;

or, in any case, at such other address or addresses as shall have been
furnished in writing to the Company (in the case of a holder of Registrable
Securities) or to the Holders of Registrable Securities (in the case of the
Company) in accordance with the provisions of this paragraph.

         SECTION ..  Waivers; Amendments.  No failure or delay of any Holder of
Registrable Securities or the Company in exercising any power or right
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power.  The rights and remedies
of such Holder and the Company are cumulative and not exclusive of any rights
or remedies which it would otherwise have.  The provisions of this Agreement
may be amended, modified or waived with (and only with) the written consent of
the Company and a majority of the Holders of Registrable Securities outstanding
(exclusive of Registrable Securities then owned by the Company or any
subsidiary thereof).  No notice or demand on the Company in any case shall
entitle the Company to any other or further notice or demand in similar or
other circumstances.

         SECTION ..  Governing Law.  This Agreement shall be construed in
accordance with and governed by the laws of the





______________________________________
Footnote continued from previous page.

<PAGE>   330

______________________________________


State of New York without regard to principles of conflicts of law.

         SECTION ..  Survival of Agreements; Representations and Warranties,
etc.  All warranties, representations and covenants made by the Company herein
or in any certificate or other instrument delivered by it or on its behalf in
connection with this Agreement shall be considered to have been relied upon by
the Holders of Registrable Securities and shall continue in full force and
effect so long as this Agreement is in effect regardless of any investigation
made by such Holders.  All statements in any such certificate or other
instrument shall constitute representations and warranties hereunder.

         SECTION ..  Covenants to Bind Successors and Assigns.  All the
covenants, stipulations, promises and agreements in this Agreement contained by
or on behalf of the parties hereto shall bind their successors and assigns,
whether so expressed or not.

         SECTION ..  Severability.  In case any one or more of the provisions
contained in this Agreement shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired
thereby.  The parties shall endeavor in good faith negotiations to replace the
invalid, illegal or unenforceable provisions  with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

         SECTION ..  Section Headings.  The section headings used herein are
for convenience of reference only, are not part of this Agreement and are not
to affect the construction of or be taken into consideration in interpreting
this Agreement.

         SECTION ..  Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.





______________________________________
Footnote continued from previous page.

<PAGE>   331

______________________________________


         SECTION ..  Termination.  The obligations of the Company to register
the Registrable Securities hereunder shall terminate in accordance with the
terms of this Agreement.

         SECTION ..  Complete Agreement.  This document and the documents
referred to herein contain the complete agreement between the parties and
supersede any prior understandings, agreements or representations by or between
the parties, written or oral, which may have related to the subject matter
hereof in any way, and any other agreements or understandings as to securities
registration or similar rights among the parties hereto are hereby terminated.

         SECTION ..  No More Favorable Agreements.  The Company has not
previously, and will not hereafter, enter into any agreement with respect to
its securities with any person which grants such person rights that are, taken
as a whole, more favorable than the rights granted to the Holders in this
Agreement.

         SECTION ..  Submission to Jurisdiction; Venue.  ()        Any legal
action or proceeding with respect to this Agreement may be brought in the
courts of the State of New York or of the United States for the Southern
District of New York, and, by execution and delivery of this Agreement, the
Company hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the non-exclusive jurisdiction of the aforesaid
courts.  The Company further irrevocably consents to the service of process out
of any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
CT Corporation Systems at its address at 1633 Broadway, New York, New York
10019, such service to become  effective 30 days after such mailing.  Nothing
herein shall affect the right of any Holder to serve process in any other
manner permitted by law or to commence legal proceedings or otherwise proceed
against the Company in any other jurisdiction.

         ()    The Company hereby irrevocably waives any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Agreement brought in the





______________________________________
Footnote continued from previous page.

<PAGE>   332

______________________________________


courts referred to in clause (a) above and hereby further irrevocably waives
and agrees not to plead or claim in any such court that any such action or
proceeding brought in any such court has been brought in an inconvenient forum.





______________________________________
Footnote continued from previous page.

<PAGE>   333

______________________________________


         IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement as of the date first set forth above.

                                        AMERICAN TELECASTING, INC.
                                        

                                        By: /s/ AMERICAN TELECASTING, INC.
                                            -----------------------------------
                                            Name:
                                            Title:
                                        

HOLDERS:

INDOSUEZ CM II, INC.

By: /s/ INDOSUEZ CM II, INC.
    ----------------------------

By: 
    ----------------------------





______________________________________
Footnote continued from previous page.

<PAGE>   334
___________________________________________


                                                              EXHIBIT C-2 TO THE
                                                                CREDIT AGREEMENT

                          SECURITIES PLEDGE AGREEMENT

         This SECURITIES PLEDGE AGREEMENT (the "Agreement"), dated as of
February 26, 1997, made by AMERICAN TELECASTING, INC., a Delaware corporation
having an office at 5575 Tech Center Drive, Suite 300, Colorado Springs, CO
80919 (the "Pledgor"), in favor of BANQUE INDOSUEZ, NEW YORK BRANCH, having an
office at 1211 Avenue of the Americas, New York, New York 10036, as pledgee,
assignee and secured party, in its capacity as collateral agent (in such
capacities and together with any successors in such capacities, the "Collateral
Agent") for the lending institutions (the "Banks") under the Credit Agreement
(as hereinafter defined).

                               R E C I T A L S :

         A.  Pursuant to a certain credit agreement, dated as of the date
hereof (as amended, amended and restated, supplemented or otherwise modified
from time to time, the "Credit Agreement"; unless otherwise defined herein,
capitalized terms used herein have the meanings assigned to them in the Credit
Agreement), among the Pledgor, the Banks and Banque Indosuez, New York Branch,
as Agent for the Banks, the Banks have agreed to make to or for the account of
the Pledgor certain Loans up to an aggregate principal amount of $17,000,000.

         B.  The Pledgor is the legal and beneficial owner of the Pledged
Collateral (as hereinafter defined) pledged by it.

         C.  It is a condition precedent to the obligations of the Banks to
make the Loans under the Credit Agreement that the Pledgor execute and deliver
the applicable Credit Documents, including this Agreement.




___________________________________________
Footnote continued from previous page.
<PAGE>   335
___________________________________________



         D.  This Agreement is given by the Pledgor in favor of Collateral
Agent for its benefit and the benefit of the Banks and the Agent (collectively,
the "Secured Parties") to secure the payment and performance of all of the
Secured Obligations (as defined in Section 2).

                              A G R E E M E N T :

         NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt   and sufficiency of which are
hereby acknowledged, the Pledgor and Collateral Agent hereby agree as follows:

         Pledge.  As collateral security for the payment and performance when
due of all the Secured Obligations, the Pledgor hereby pledges, assigns,
transfers and grants to Collateral Agent for the benefit of the Secured
Parties, a continuing first priority security interest in and to all of the
right, title and interest of the Pledgor in and to the following property,
whether now existing or hereafter acquired, (collectively, the "Pledged
Collateral"):

         the issued and outstanding shares of capital stock described on
    Schedule I hereto ("the Pledged Shares"), including the certificates
    representing the Pledged Shares and any interest of the Pledgor in the
    entries on the books of any financial intermediary pertaining to the
    Pledged Shares;

         all additional shares of capital stock of any issuer of the Pledged
    Shares from time to time acquired by the Pledgor in any manner (which
    securities shall be deemed to be part of the Pledged Shares) and the
    certificates representing such additional securities and any interest of
    the Pledgor in the entries on the books of any financial intermediary
    pertaining to such additional securities;

         all intercompany notes described on Schedule II hereto (the
    "Intercompany Notes") now owned or held by





___________________________________________
Footnote continued from previous page.
<PAGE>   336
___________________________________________


    Pledgor and from time to time acquired by Pledgor in any way, and all
    certificates or instruments evidencing such Intercompany Notes and all
    proceeds thereof, all accessions thereto and substitutions therefor;

         all dividends, cash, options, warrants, rights, instruments,
    distributions, returns of capital, income, profits and other property,
    interests or proceeds from time to time received, receivable or otherwise
    distributed to the Pledgor in respect of or in exchange for any or all of
    the Pledged Shares (collectively, "Distributions"); and

         all Proceeds (as defined under the Uniform Commercial Code as in
    effect in any relevant jurisdiction (the "UCC") or under other relevant
    law) of any of the foregoing, and in any event, including, without
    limitation, any and all (i) proceeds of any insurance (except  payments
    made to a Person which is not a party to this Agreement), indemnity,
    warranty or guarantee payable to Collateral Agent or to the Pledgor from
    time to time with respect to any of its respective Pledged Collateral, (ii)
    payments (in any form whatsoever) made or due and payable to the Pledgor
    from time to time in connection with any requisition, confiscation,
    condemnation, seizure or forfeiture of all or any part of its respective
    Pledged Collateral by any Governmental Authority (or any person acting
    under color of a Governmental Authority), (iii) instruments representing
    obligations to pay amounts in respect of Pledged Shares, (iv) products of
    the Pledged Collateral and (v) other amounts from time to time paid or
    payable under or in connection with any of the Pledged Collateral.

         Secured Obligations.  This Agreement secures, and the Pledged
Collateral is collateral security for, the payment and performance in full when
due, whether at stated maturity, by acceleration or otherwise (including,
without limitation, the payment of interest and other amounts which would
accrue and become due but for the filing of a petition in bankruptcy or the
operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11
U.S.C. Section 362(a)) of (i) all Obligations of the Pledgor now existing or
hereafter arising under or in respect of the Credit Agreement (including,
without limitation, the obligations of the Pledgor to pay principal, interest
and all other reasonable charges, fees, expenses, commissions,
<PAGE>   337
__________________________________________


reimbursements, premiums, indemnities and other payments related to or in
respect of the Obligations contained in the Credit Agreement), and (ii) without
duplication of the amounts described in clause (i), all Obligations of the
Pledgor now existing or hereafter arising under or in respect of this Agreement
or any other Security Document, including, without limitation, with respect to
all reasonable charges, fees, expenses, commissions, reimbursements, premiums,
indemnities and other payments related to or in respect of the obligations
contained in this Agreement (the obligations described in clauses (i) and (ii),
collectively, the "Secured Obligations").

         No Release.  Subject to Section 18 of this Agreement, nothing set
forth in this Agreement shall relieve the Pledgor from the performance of any
term, covenant, condition on the Pledgor's part to be performed or observed
under or in respect of any of the Pledged Collateral or from any liability to
the Person under or in respect of any of the Pledged Collateral or shall impose
any obligation on Collateral Agent or any Secured Party to perform or observe
any such term, covenant, condition or agreement on the Pledgor's part to be so
performed or observed or shall impose any liability on Collateral Agent or any
Secured Party for any act or omission on the part of the Pledgor relating
thereto or for any breach of any representation or warranty on the part of the
Pledgor contained in this Agreement, or any other Credit Document or under or
in respect of the Pledged Collateral or made in connection herewith or
therewith.  Subject to Section 18 of this Agreement, the obligations of the
Pledgor contained in this Section 3 shall survive the termination of this
Agreement and the discharge of the Pledgors' other obligations under this
Agreement and the other Credit Documents.

         Delivery of Pledged Collateral.

         All certificates, agreements or instruments representing or evidencing
the Pledged Collateral, to the extent not previously delivered to Collateral
Agent, shall immediately upon receipt thereof by the Pledgor be delivered to
and held by or on behalf of Collateral Agent pursuant hereto.  All Pledged
Collateral shall be in suitable form for transfer by delivery or shall be
accompanied by duly executed instruments of transfer or assignment in blank
(with signatures appropriately guaranteed), all in form and substance




___________________________________________
Footnote continued from previous page.
<PAGE>   338
___________________________________________


satisfactory to Collateral Agent.  Subject to the provisions of Section 29 of
this Agreement, Collateral Agent shall have the right, at any time upon the
occurrence and during the continuance of an Event of Default, to endorse,
assign or otherwise transfer to or to register in the name of Collateral Agent
or any of its nominees any or all of the Pledged Collateral.  Collateral Agent
shall provide the Pledgor with notice of any endorsement, assignment or other
transfer made pursuant to the preceding sentence.  In addition, upon the
occurrence and during the continuance of an Event of Default, Collateral Agent
shall have the right at any time to exchange certificates representing or
evidencing Pledged Collateral for certificates of smaller or larger
denominations.

         If an issuer of Pledged Shares is incorporated in a jurisdiction which
does not permit the use of certificates to evidence equity ownership, then the
Pledgor shall, to the extent permitted by applicable law, record such pledge on
the stock register of such issuer, execute any customary stock pledge forms or
other documents necessary or appropriate to complete the pledge and give
Collateral Agent the right to  transfer the Pledged Shares under the terms
hereof and provide to Collateral Agent an opinion of counsel, in form and
substance satisfactory to Collateral Agent, confirming such pledge.

         Notwithstanding any provision of this Section 4 to the contrary, if
the exercise of any rights provided in this Section 4 or Section 10 relates to
the ownership or control of any radio, television or other license, permit,
certificate or approval granted or issued by the FCC or any other Governmental
Authority (including, without limitation, any multichannel or single channel
multipoint distribution service, local multipoint distribution service,
operational-fixed microwave service, cable television relay service station,
business radio, instructional television fixed service, earth station or
experimental licenses or permits issued by the FCC) (each, a "Governmental
License") held by the Pledgor or a subsidiary of the Pledgor and it may be
necessary to obtain the consent or approval of the FCC prior to the exercise of
such rights, the provisions of Section 29 of this Agreement shall apply.

         Supplements, Further Assurances.



___________________________________________
Footnote continued from previous page.
<PAGE>   339
___________________________________________




         The Pledgor agrees that at any time and from time to time, at the sole
cost and expense of such Pledgor, the Pledgor shall promptly execute and
deliver all further instruments and documents, including, without limitation,
supplemental or additional UCC-1 financing statements, and take all further
action that may be necessary or that Collateral Agent may reasonably request,
in order to perfect and protect the pledge, security interest and Lien granted
or purported to be granted hereby or to enable Collateral Agent to exercise and
enforce its rights and remedies hereunder with respect to any Pledged
Collateral.

         The Pledgor shall, upon obtaining any Pledged Shares of any Person
promptly (and in any event within three Business Days) deliver to Collateral
Agent a pledge amendment, duly executed by the Pledgor, in substantially the
form of Exhibit 1 hereto (the "Pledge Amendment"), in respect of the additional
Pledged Shares which are to be pledged pursuant to this Agreement, and
confirming the attachment of the Lien hereby created on and in respect of such
Pledged Collateral.  The Pledgor hereby authorizes Collateral Agent to attach
each Pledge Amendment to this Agreement and agrees that all Pledged Shares
listed on any Pledge Amendment delivered to Collateral  Agent shall for all
purposes hereunder be considered Pledged Collateral.

         Representations, Warranties and Covenants.  The Pledgor represents,
warrants and covenants as follows (as to itself only):

         No Liens.  The Pledgor is, and at the time of any delivery of any
    Pledged Collateral to Collateral Agent pursuant to Section 4 of this
    Agreement will be, the sole legal and beneficial owner of the Pledged
    Collateral pledged by it pursuant to this Agreement.  All Pledged
    Collateral is on the date hereof, and will be, so owned by the Pledgor, as
    applicable, free and clear of any Lien except for the Lien created by this
    Agreement.

         Authorization, Enforceability.  The Pledgor has the requisite
    corporate power, authority and legal right to pledge and grant a security
    interest in all of the Pledged Collateral pledged by it pursuant to this
    Agreement, and





___________________________________________
Footnote continued from previous page.
<PAGE>   340
___________________________________________



    this Agreement constitutes the legal, valid and binding obligation of the
    Pledgor, enforceable against the Pledgor in accordance with its terms.

         No Consents, etc.  No consent of any party (including, without
    limitation, any stockholders or creditors of the Pledgor) and no consent,
    authorization, approval, or other action by, and no notice to or filing
    with, any Governmental Authority or regulatory body or other Person is
    required either (x) for the pledge by the Pledgor of the Pledged Collateral
    pledged by it pursuant to this Agreement or for the execution, delivery or
    performance of this Agreement by the Pledgor, or (y) for the exercise by
    Collateral Agent of the voting or other rights provided for in this
    Agreement, or (z) for the exercise by Collateral Agent of the remedies in
    respect of the Pledged Collateral pursuant to this Agreement; provided,
    however, that under the Communications Act and the rules and regulations of
    the FCC, FCC consent may be required prior to the transfer of control or
    assignment of any Governmental License issued by the FCC, or the exercise
    of any voting rights or management over the Pledgor or an issuer of Pledged
    Shares to the extent it holds, owns or controls any Governmental License
    issued by the FCC.

         Due Authorization and Issuance.  All of the Pledged Shares have been,
    and to the extent hereafter  issued will be upon such issuance, duly
    authorized and validly issued and fully paid and nonassessable.

         Chief Executive Office.  The Pledgor's chief executive office is
    located at 5575 Tech Center Drive, Suite 300, Colorado Springs, Colorado
    80919.  Pledgor shall not move its chief executive office except to such
    new location as Pledgor may establish in accordance with the last sentence
    of this Section 6(e).  Pledgor shall not establish a new location for its
    chief executive office nor shall it change its name until (i) it shall have
    given Collateral Agent not less than 45 days' prior written notice of its
    intention so to do, clearly describing such new location or name and
    providing such other information in connection therewith as Collateral
    Agent or any Secured Party may request, and (ii) with respect to such new





___________________________________________
Footnote continued from previous page.
<PAGE>   341
___________________________________________




    location or name, Pledgor shall have taken all action satisfactory to
    Collateral Agent and the Secured Parties to maintain the perfection and
    priority of the security interest of Collateral Agent for the benefit of
    the Secured Parties in the Pledged Collateral intended to be granted
    hereby.

         Delivery of Pledged Collateral; Filings.  The Pledgor has delivered to
    Collateral Agent all certificates representing the Pledged Shares and
    Intercompany Notes and has caused to be filed with the Secretary of State
    of the State of New York, the State of incorporation of the Pledgor and the
    State of Colorado, which is the State of the chief executive office of the
    Pledgor, UCC-1 financing statements evidencing the Lien created by this
    Agreement, and such delivery, filing and pledge of the Pledged Collateral
    pursuant to this Agreement creates a valid and perfected first priority
    security interest in the Pledged Collateral securing the payment of the
    Secured Obligations pursuant to the UCC, including, without limitation, the
    UCC as in effect in the States of New York, the State of incorporation of
    the Pledgor and the State of Colorado, which is the State of the chief
    executive office of the Pledgor.

         Pledged Collateral.  All information set forth herein, including the
    Schedules annexed hereto, and all information contained in any documents,
    schedules and lists heretofore delivered to any Secured Party in connection
    with this Agreement, in each case, relating to the  Pledged Collateral is
    accurate and complete in all respects.

         No Violations, etc.  The pledge of the Pledged Collateral pursuant to
    this Agreement does not violate Regulation G, T, U or X of the Federal
    Reserve Board.

         Ownership of Pledged Collateral.  Except as otherwise permitted by the
    Credit Agreement, the Pledgor at all times will be the sole beneficial
    owner of the Pledged Collateral pledged by it pursuant to this Agreement.





___________________________________________
Footnote continued from previous page.
<PAGE>   342
___________________________________________



         No Options, Warrants, etc.  Except as disclosed in the Credit
    Agreement, there are no options, warrants, calls, rights, commitments or
    agreements of any character to which the Pledgor is a party or by which it
    is bound obligating the Pledgor to issue, deliver or sell or cause to be
    issued, delivered or sold, additional securities of any issuer of the
    Pledged Shares or obligating any issuer of the Pledged Shares to grant,
    extend or enter into any such option, warrant, call, right, commitment or
    agreement.  There are no voting trusts or other agreements or
    understandings to which the Pledgor or any issuer of the Pledged Shares is
    a party with respect to the voting of the securities of any issuer of the
    Pledged Shares.

         Endorsement, Assignment or Pledge of Instruments.  None of the Pledged
    Collateral is, as of the date of this Agreement, and as to Pledged
    Collateral which arises from time to time after such date will be,
    evidenced by any instrument, note or chattel paper, except such as have
    been or will be endorsed, assigned or pledged and delivered to Collateral
    Agent by Pledgors simultaneously with the creation thereof.

         Systems.  The Pledged Shares include the Pledgor's interest in each
    Credit Party operating Systems or holding System Agreements.

         Voting Rights; Distributions; etc.

         So long as no Event of Default shall have occurred and be continuing:

         (i)  The Pledgor shall be entitled to exercise any and all voting and
              other consensual rights pertaining to  the Pledged Shares pledged
              by it pursuant to this Agreement or any part thereof for any
              purpose not inconsistent with the terms or purpose of this
              Agreement or any of the other Credit Documents and each Pledgor
              shall not in any event exercise such rights in any manner which
              may have an adverse effect on the value of its respective Pledged
              Collateral or the





___________________________________________
Footnote continued from previous page.
<PAGE>   343
___________________________________________




               security intended to be provided by this Agreement.

         (ii)  Subject to the terms of the Credit Agreement, each Pledgor shall
               be entitled to receive and retain, and to utilize free and clear
               of the Lien of this Agreement, any and all Distributions, but
               only if and to the extent made in accordance with the provisions
               of the Credit Agreement; provided, however, that any and all
               such Distributions consisting of rights or interests in the form
               of securities shall be, and shall be forthwith delivered to
               Collateral Agent to hold as Pledged Collateral and shall, if
               received by the Pledgor, be received in trust for the benefit of
               Collateral Agent, be segregated from the other property or funds
               of such Pledgor, and be forthwith delivered to Collateral Agent
               as Pledged Collateral in the same form as so received (with any
               necessary endorsement).

         (iii) Collateral Agent shall be deemed without further action or
               formality to have granted to each Pledgor all necessary consents
               relating to voting rights and shall, if necessary, upon written
               request of the Pledgor and at such Pledgor's sole cost and
               expense, from time to time execute and deliver (or cause to be
               executed and delivered) to such Pledgor all such instruments as
               such Pledgor may reasonably request in order to permit such
               Pledgor to exercise the voting and other rights which it is
               entitled to exercise pursuant to Section 7(a)(i) hereof and to
               receive the Distributions which it is authorized to receive and
               retain pursuant to Section 7(a)(ii) hereof.

         (b) Upon the occurrence and during the continuance of an Event of
Default: 




___________________________________________
Footnote continued from previous page.
<PAGE>   344
___________________________________________



         (i) All rights of the Pledgor to exercise the voting and other
             consensual rights it would otherwise be entitled to exercise
             pursuant to Section 7(a)(i) hereof without any action or the
             giving of any notice shall cease, and all such rights shall
             thereupon become vested in Collateral Agent, which shall thereupon
             have the sole right to  exercise such voting and other consensual
             rights; provided, however, to the extent the Pledgor or an issuer
             of Pledged Shares hold, own or control any Governmental License
             issued by the FCC, if and to the extent required under the
             Communications Act or the FCC's rules, until the FCC has consented
             to a transfer of control or assignment of Pledgor, an issuer of
             Pledged Shares, or such Governmental License issued by the FCC,
             Pledgor shall continue to exercise the voting and other consensual
             rights.

        (ii) All rights of the Pledgor to receive Distributions which it
             would otherwise be authorized to receive and retain pursuant to
             Section 7(a)(ii) hereof shall cease and all such rights shall
             thereupon become vested in Collateral Agent, which shall thereupon
             have the sole right to receive and hold as Pledged Collateral such
             Distributions.

       (iii) Subject to any necessary prior or subsequent FCC approval,
             Collateral Agent shall be entitled to the appointment, as a matter
             of right and without giving notice to the Pledgor, of a receiver
             with respect to the Pledged Collateral, without regard to the
             adequacy or inadequacy of any Pledged Collateral for the Secured
             Obligations or the solvency or insolvency of any person or entity
             then legally or equitably liable for the Secured Obligations or
             any portion thereof, and each Pledgor does hereby irrevocably
             consent to such appointment.  Any such receiver shall have all the
             usual qualifications, powers and duties of receivers in similar
             cases, including the full power to conduct the business of the
             Pledgors.

       (c) The Pledgor shall, at such Pledgor's sole cost and expense, from
time to time execute and deliver to Collateral Agent and any other Person
directed by Collateral



___________________________________________
Footnote continued from previous page.
<PAGE>   345
___________________________________________



Agent, appropriate instruments as Collateral Agent may request in order to
permit Collateral Agent to exercise the voting and other rights which it may be
entitled to exercise pursuant to Section 7(b)(i) hereof and to receive all
Distributions which it may be entitled to receive under Section 7(b)(ii)
hereof.

         (d) All Distributions which are received by the Pledgor contrary to
the provisions of Section 7(b)(ii) hereof shall be received in trust for the
benefit of Collateral Agent, shall be segregated from other funds of such
Pledgor and shall immediately be paid over to Collateral Agent as Pledged
Collateral in the same form as so received (with any necessary endorsement).

         Transfers and Other Liens; Additional Shares; Principal Office.

         The Pledgor shall not (i) sell, convey, assign or otherwise dispose
of, or grant any option, right or warrant with respect to, any of the Pledged
Collateral pledged by it pursuant to this Agreement, (ii) create or permit to
exist any Lien upon or with respect to any Pledged Collateral pledged by it
pursuant to this Agreement other than the Lien granted to Collateral Agent
under this Agreement, or (iii) permit any issuer of the Pledged Shares to
merge, consolidate or change its legal form unless a majority of the
outstanding capital stock of the surviving or resulting corporation is, upon
such merger or consolidation, pledged to Collateral Agent pursuant to a pledge
agreement in form and substance, satisfactory to Collateral Agent, and no cash,
securities or other property is distributed in respect of the outstanding
shares of any other constituent corporation.

         The Pledgor shall (i) cause each issuer of the Pledged Shares not to
issue any stock or other securities in addition to or in substitution for the
Pledged Shares issued by such issuer, except to such Pledgor and (ii) pledge
hereunder, immediately upon its acquisition (directly or indirectly) thereof,
any and all additional shares of capital stock or other equity securities of
any issuer of the Pledged Shares which are required to be pledged hereunder.





___________________________________________
Footnote continued from previous page.
<PAGE>   346
___________________________________________



         Reasonable Care.  Collateral Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged Collateral in
its possession if such Pledged Collateral is accorded treatment substantially
equivalent to that which Collateral Agent, in its individual capacity, accords
its own property consisting of similar instruments or interests, it being
understood that neither the Collateral Agent nor any of the Secured Parties
shall have responsibility for (i) ascertaining or taking action with respect to
calls, conversions, exchanges, maturities, tenders or other matters relating to
any Pledged Collateral, whether or not Collateral Agent or any other Secured
Party has or is deemed to have knowledge of such matters, or (ii) taking any
necessary steps to preserve rights against any Person with respect to any
Pledged Collateral.

         Remedies Upon Default; Decisions Relating to Exercise of Remedies.

If any Event of Default shall have occurred and be continuing, subject to the
provisions of Section 29 of this Agreement, Collateral Agent shall have the
right, in addition to other rights and remedies provided for herein or
otherwise available to it to be exercised from time to time, (i) to retain and
apply the Distributions to the Secured Obligations as provided in Section 11
hereof, and (ii) to exercise all the rights and remedies of a secured party on
default under the UCC, and Collateral Agent may also in its sole discretion,
without notice except as specified below, sell the Pledged Collateral or any
part thereof (including, without limitation, any partial interest in the
Pledged Shares) in one or more parcels at public or private sale, at any
exchange, broker's board or at any of Collateral Agent's offices or elsewhere,
for cash, on credit or for future delivery, and at such price or prices and
upon such other terms as Collateral Agent may deem commercially reasonable,
irrespective of the impact of any such sales on the market price of the Pledged
Collateral.  Collateral Agent or any other Secured Party or any of their
respective Affiliates may be the purchaser of any or all of the Pledged
Collateral at any such sale and shall be entitled, for the purpose of bidding
and making settlement or payment of the purchase price for all or any portion
of the Pledged Collateral sold at such sale, to use and apply any of the
Secured Obligations owed to such Person as a credit on account of the purchase
price of any Pledged Collateral payable by such Person 





___________________________________________
Footnote continued from previous page.
<PAGE>   347
___________________________________________


at such sale.  Each purchaser at any such sale shall acquire the property sold
absolutely free from any claim or right on the part of the Pledgor, and Pledgor
hereby waives (to the fullest extent permitted by law) all rights of
redemption, stay and/or appraisal which it now has or may at any time in the
future have under any rule of law or statute now existing or hereafter enacted. 
The Pledgor acknowledges and agrees that, to the extent notice of sale shall be
required by law, five (5) days' notice to such Pledgor of the time and place of
any public sale or the time after which any private sale is to be made shall
constitute reasonable notification.  No notification need be given to the
Pledgor if it has signed, after the occurrence of an Event of Default, a
statement renouncing or modifying any right to notification of sale or other
intended disposition.  Collateral Agent shall not be obligated to make any sale
of Pledged Collateral regardless of notice of sale having been given.
Collateral Agent may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor,  and such sale may, without
further notice, be made at the time and place to which it was so adjourned. The
Pledgor hereby waives any claims against Collateral Agent arising by reason of
the fact that the price at which any Pledged Collateral may have been sold at
such a private sale was less than the price which might have been obtained at a
public sale, even if Collateral Agent accepts the first offer received and does
not offer such Pledged Collateral to more than one offeree. Notwithstanding any
provision of this subsection 10(a) to the contrary, in the event of a private
or public sale of the Pledged Collateral, prior to the consummation of the
sale, to the extent required under the Communications Act of 1934, as amended,
or any successor statute or law (the "Communications Act"), the prior consent
of the FCC pursuant to the Communications Act and the rules and regulations of
the FCC will be obtained.

         The Pledgor recognizes that, by reason of certain prohibitions
contained in the Securities Act of 1933, as amended (the "Securities Act"), and
applicable state securities laws, Collateral Agent may be compelled, with
respect to any sale of all or any part of the Pledged Collateral, to limit
purchasers to Persons who will agree, among other things, to acquire the
Pledged Collateral for their own account, for investment and not with a view to
the distribution or resale thereof.  The Pledgor acknowledges that any such
private sales may be at prices and on terms less favorable to Collateral Agent
than those obtainable through a public sale without such





___________________________________________
Footnote continued from previous page.
<PAGE>   348
___________________________________________



restrictions (including, without limitation, a public offering made pursuant to
a registration statement under the Securities Act), and, notwithstanding such
circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially reasonable manner and that Collateral Agent shall have
no obligation to engage in public sales and no obligation to delay the sale of
any Pledged Collateral for the period of time necessary to permit the issuer
thereof to register it for a form of public sale requiring registration under
the Securities Act or under applicable state securities laws, even if such
issuer would agree to do so.

         Notwithstanding the foregoing and to the extent commercially
reasonable, each Pledgor shall, upon the occurrence and during the continuance
of an Event of Default, at the request of Collateral Agent, for the benefit of
Collateral Agent, cause any registration, qualification under or compliance
with any federal or state securities law or laws to be effected with respect to
all or any part of the Pledged  Collateral as soon as practicable and at such
Pledgor's sole cost and expense.  The Pledgor will use its best efforts to
cause such registration to be effected (and be kept effective) and will use its
best efforts to cause such qualification and compliance to be effected (and be
kept effective) as may be so requested and as would permit or facilitate the
sale and distribution of such Pledged Collateral, including, without
limitation, registration under the Securities Act (or any similar statute then
in effect), appropriate qualifications under applicable blue sky or other state
securities laws and appropriate compliance with any other government
requirements.  The Pledgor will cause Collateral Agent to be kept advised in
writing as to the progress of each such registration, qualification or
compliance and as to the completion thereof, will furnish to Collateral Agent
such number of prospectuses, offering circulars or other documents incident
thereto as Collateral Agent from time to time may request, and will indemnify
and will cause the issuer of the Pledged Collateral to indemnify Collateral
Agent and all others participating in the distribution of such Pledged
Collateral against all claims, losses, damages and liabilities caused by any
untrue statement (or alleged untrue statement) of a material fact contained
therein (or in any related registration statement, notification or the like) or
by any omission (or alleged omission) to state therein (or in any related
registration statement, notification or the like) a material fact required to
be stated therein or necessary to make the statements therein not misleading.





___________________________________________
Footnote continued from previous page.
<PAGE>   349
___________________________________________


         If Collateral Agent determines to exercise its right to sell any or
all of the Pledged Collateral, upon written request, each Pledgor shall from
time to time furnish to Collateral Agent all such information as Collateral
Agent may request in order to determine the number of securities included in
the Pledged Collateral which may be sold by Collateral Agent as exempt
transactions under the Securities Act and the rules of the Securities and
Exchange Commission thereunder, as the same are from time to time in effect.

         The Pledgor recognizes that, by reason of certain prohibitions
contained in laws, rules, regulations or orders of any foreign Governmental
Authority, Collateral Agent may be compelled, with respect to any sale of all
or any part of the Pledged Collateral, to limit purchasers to those who meet
the requirements of such foreign Governmental Authority.  The Pledgor
acknowledges that any such sales may be at prices and on terms less favorable
to Collateral Agent than those obtainable through a public sale without such
restrictions,  and, notwithstanding such circumstances, agrees that any such
restricted sale shall be deemed to have been made in a commercially reasonable
manner and that Collateral Agent shall have no obligation to engage in public
sales.

         In addition to any of the other rights and remedies hereunder,
Collateral Agent shall have the right to institute a proceeding seeking
specific performance in connection with any of the agreements or obligations
hereunder.

         Without limiting the generality of the provisions in Section 15
hereof, Pledgor hereby constitutes and appoints Collateral Agent, with full
power of substitution, its true and lawful attorney-in-fact, in its name, place
and stead to take any action upon the occurrence and during the continuance of
an Event of Default required to reflect the foreclosure sale of the Pledged
Collateral or the exercise of any remedy hereunder.  The foregoing grant of
authority is a power of attorney coupled with an interest and such appointment
shall be irrevocable for the term of this Agreement.

         Application of Proceeds.  All Distributions held from time to time by
Collateral Agent and all cash proceeds received by Collateral Agent in respect
of any sale of, collection from,





___________________________________________
Footnote continued from previous page.
<PAGE>   350
___________________________________________


or other realization upon all or any part of the Pledged Collateral pursuant to
the exercise by Collateral Agent of its remedies as a secured creditor as
provided in Section 10 hereof shall be applied, together with any other sums
then held by Collateral Agent pursuant to this Agreement, promptly by
Collateral Agent as follows:

         First, to the payment of all reasonable costs and expenses, fees,
    commissions and taxes of such sale, collection or other realization,
    including, without limitation, reasonable compensation to Collateral Agent
    and its agents and counsel, and all reasonable expenses, liabilities and
    advances made or incurred by Collateral Agent in connection therewith,
    together with interest on each such amount at the highest rate then in
    effect under the Credit Agreement from and after the date such amount is
    due, owing or unpaid until paid in full;

         Second, to the payment of all other reasonable costs and expenses of
    such sale, collection or other realization, including, without limitation,
    reasonable compensation to the Banks and their agents and counsel and all
    reasonable expenses, liabilities and advances made or  incurred by the
    Banks in connection therewith, together with interest on each such amount
    at the highest rate then in effect under the Credit Agreement from and
    after the date such amount is due, owing or unpaid until paid in full;

         Third, to the indefeasible payment in full in cash of interest and all
    amounts other than principal under the Credit Agreement at any time and
    from time to time owing by the Pledgor under or in connection with the
    Credit Agreement, ratably according to the unpaid amounts thereof, without
    preference or priority of any kind among amounts so due and payable,
    together with interest on each such amount at the highest rate then in
    effect under the Credit Agreement from and after the date such amount is
    due, owing or unpaid until paid in full;

         Fourth, to the indefeasible payment in full in cash of principal at
    any time and from time to time owing by the Pledgor under or in connection
    with the Credit



___________________________________________
Footnote continued from previous page.
<PAGE>   351
___________________________________________


    Agreement, ratably according to the unpaid amounts thereof, without
    preference or priority of any kind, among amounts of principal so due and
    payable, together with interest on each such amount at the highest rate
    then in effect under the Credit Agreement from and after the date such
    amount is due, owing or unpaid until paid in full; and

         Fifth, to the applicable Pledgor, or its successors or assigns or to
    whomsoever may be lawfully entitled to receive the same or as a court of
    competent jurisdiction may direct, of any surplus then remaining from such
    proceeds.

         Expenses.  The Pledgor will upon demand pay to Collateral Agent the
amount of any and all expenses, including the reasonable fees and expenses of
its counsel and the fees and expenses of any experts and agents, which
Collateral Agent may incur in connection with (i) the collection of the Secured
Obligations, (ii) the enforcement and administration of this Agreement, (iii)
the custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Pledged Collateral, (iv) the exercise or
enforcement of any of the rights of Collateral Agent or any Secured Party
hereunder or (v) the failure by the Pledgor to perform or observe any of the
provisions hereof.  All amounts payable by the Pledgor under this Section 12
shall be due upon demand and shall be part of the Secured Obligations.  The
Pledgor's  obligations under this Section 12 shall survive the termination of
this Agreement and the discharge of such Pledgor's other obligations hereunder.

         No Waiver; Cumulative Remedies.

         No failure on the part of Collateral Agent to exercise, no course of
dealing with respect to, and no delay on the part of Collateral Agent in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right, power or
remedy hereunder preclude any other or further exercise thereof or the exercise
of any other right, power or remedy.  The remedies herein provided are
cumulative and are not exclusive of any remedies provided by law.





___________________________________________
Footnote continued from previous page.
<PAGE>   352
___________________________________________


         In the event Collateral Agent shall have instituted any proceeding to
enforce any right, power or remedy under this instrument by foreclosure, sale,
entry or otherwise, and such proceeding shall have been discontinued or
abandoned for any reason or shall have been determined adversely to Collateral
Agent, then and in every such case, each Pledgor, Collateral Agent and each
holder of any of the Secured Obligations shall be restored to their respective
former positions and rights hereunder with respect to the Pledged Collateral,
and all rights, remedies and powers of Collateral Agent and the Secured Parties
shall continue as if no such proceeding had been instituted.

         Collateral Agent.  Collateral Agent has been appointed as collateral
agent pursuant to the Credit Agreement.  The actions of Collateral Agent
hereunder are subject to the provisions of the Credit Agreement.  Collateral
Agent shall have the right hereunder to make demands, to give notices, to
exercise or refrain from exercising any rights, and to take or refrain from
taking action (including, without limitation, the release or substitution of
Pledged Collateral), in accordance with this Agreement and the Credit
Agreement.  Collateral Agent may resign and a successor Collateral Agent may be
appointed in the manner provided in the Credit Agreement; provided, however,
that at the time of appointment of a successor Collateral Agent, if Collateral
Agent, through its possession, control, or ownership of Pledged Collateral or
otherwise, holds, owns, or controls any Governmental License issued by the FCC
such that the FCC must consent to the appointment of a successor Collateral
Agent, until the FCC has consented to the appointment of a successor Collateral
Agent the Collateral  Agent shall retain control over such Pledged Collateral
or Government Licenses.  Upon the acceptance of any appointment as Collateral
Agent by a successor Collateral Agent, that successor Collateral Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Collateral Agent under this Agreement, and the
retiring Collateral Agent shall thereupon be discharged from its duties and
obligations under this Agreement.  After any retiring Collateral Agent's
resignation, the provisions of this Agreement shall inure to its benefit as to
any actions taken or omitted to be taken by it under this Agreement while it
was Collateral Agent.





___________________________________________
Footnote continued from previous page.
<PAGE>   353
___________________________________________


         Collateral Agent May Perform; Collateral Agent Appointed
Attorney-in-Fact.  If the Pledgor shall fail to do any act or thing that it has
covenanted to do hereunder or any warranty on the part of such Pledgor
contained herein shall be breached, Collateral Agent or any Secured Party may
(but shall not be obligated to), subject to the provisions of Section 29 of
this Agreement, do the same or cause it to be done or remedy any such breach,
and may expend funds for such purpose.  Any and all amounts so expended by
Collateral Agent or such Secured Party shall be paid by such Pledgor promptly
upon demand therefor, with interest at the highest rate then in effect under
the Credit Agreement during the period from and including the date on which
such funds were so expended to the date of repayment.  The Pledgor's
obligations under this Section 15 shall survive the termination of this
Agreement and the discharge of such Pledgor's other obligations under this
Agreement, the Credit Agreement and any other Credit Document.  The Pledgor
hereby appoints Collateral Agent its attorney-in-fact with an interest, with
full authority in the place and stead of such Pledgor and in the name of such
Pledgor, or otherwise, from time to time in Collateral Agent's discretion to
take any action and to execute any instrument consistent with the terms of this
Agreement and the other Credit Documents which the Collateral Agent may deem
necessary or advisable to accomplish the purposes of this Agreement except that
with respect to any FCC applications or filings or other action subject to FCC
rules, regulations and policies, Collateral Agent shall serve as
attorney-in-fact only to the extent permitted under the Communications Act and
FCC rules, regulations and policies.  The foregoing grant of authority is a
power of attorney coupled with an interest and such appointment shall be
irrevocable for the term of this Agreement.  The Pledgor hereby ratifies all
that such attorney shall lawfully do or cause to be done by virtue hereof.

         Indemnity.

         Indemnity.  The Pledgor agrees to indemnify, pay and hold harmless
Collateral Agent and each of the Secured Parties and the officers, directors,
employees, agents and affiliates of Collateral Agent and each of the Secured
Parties (collectively called the "Indemnitees") from and against any and all
other liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, claims, costs (including, without limitation, settlement costs),
expenses or





___________________________________________
Footnote continued from previous page.
<PAGE>   354
___________________________________________


disbursements of any kind or nature whatsoever (including, without limitation,
the reasonable fees and disbursements of counsel for such Indemnitees in
connection with any investigative, administrative or judicial proceeding
commenced or threatened, whether or not such Indemnitee shall be designated a
party thereto), which may be imposed on, incurred by, or asserted against that
Indemnitee, in any manner relating to or arising out of this Agreement or any
other Credit Document (including, without limitation, any misrepresentation by
the Pledgor in this Agreement or any other Credit Document) (the "indemnified
liabilities"); provided that the Pledgors shall not have any obligation to an
Indemnitee hereunder with respect to indemnified liabilities if it has been
determined by a final decision (after all appeals and the expiration of time to
appeal) by a court of competent jurisdiction that such indemnified liability
arose from the gross negligence or willful misconduct of that Indemnitee.  To
the extent that the undertaking to indemnify, pay and hold harmless set forth
in the preceding sentence may be unenforceable because it is violative of any
law or public policy, each Pledgor shall contribute the maximum portion which
it is permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all indemnified liabilities incurred by the Indemnitees or any
of them.

         Survival.  The obligations of each Pledgor contained in this Section
16 shall survive the termination of this Agreement and the discharge of each
Pledgor's other obligations under this Agreement and under the other Credit
Documents.

         Reimbursement.  Any amounts paid by any Indemnitee as to which such
Indemnitee has the right to reimbursement shall constitute Secured Obligations
secured by the Pledged Collateral.

         Modification in Writing.  No amendment, modification, supplement,
termination or waiver of or to any provision of this Agreement, nor consent to
any departure by the Pledgor therefrom, shall be effective unless the same
shall be done in accordance with the terms of the Credit Agreement and unless
in writing and signed by Collateral Agent and Pledgor.  Any amendment,
modification or supplement of or to any provision of this Agreement, any waiver
of any provision of this Agreement, and any consent to any departure by the
Pledgor from the terms





___________________________________________
Footnote continued from previous page.
<PAGE>   355
___________________________________________


of any provision of this Agreement, shall be effective only in the specific
instance and for the specific purpose for which made or given.  Except where
notice is specifically required by this Agreement or any other Credit Document,
no notice to or demand on the Pledgor in any case shall entitle any such
Pledgor to any other or further notice or demand in similar or other
circumstances.

         Termination; Release.  When all the Secured Obligations have been
indefeasibly paid in full and the Commitments of the Banks to make any Loan
under the Credit Agreement shall have expired, this Agreement shall terminate.
Upon termination of this Agreement or any release of Pledged Collateral in
accordance with the provisions of the Credit Agreement, Collateral Agent shall,
upon the request and at the sole cost and expense of the applicable Pledgor,
forthwith assign, transfer and deliver to such Pledgor, against receipt and
without recourse to or warranty by Collateral Agent, such of the Pledged
Collateral to be released (in the case of a release) as may be in the
possession of Collateral Agent and as shall not have been sold or otherwise
applied pursuant to the terms hereof, on the order of and at the sole cost and
expense of such Pledgor, and proper instruments (including UCC termination
statements on Form UCC-3) acknowledging the termination of this Agreement or
the release of such Pledged Collateral, as the case may be.

         Notices.  Unless otherwise provided herein or in the Credit Agreement,
any notice or other communication herein required or permitted to be given
shall be given in the manner set forth in the Credit Agreement; provided that
notices to Collateral Agent shall not be effective until received by Collateral
Agent.

         Continuing Security Interest; Assignment.  This Agreement shall create
a continuing security interest in the Pledged Collateral and shall (i) be
binding upon each Pledgor, its respective successors and assigns, and  (ii)
inure, together with the rights and remedies of Collateral Agent hereunder, to
the benefit of Collateral Agent and the other Secured Parties and each of their
respective successors, transferees and assigns; no other Persons (including,
without limitation, any other creditor of the Pledgor) shall have any interest
herein or any right or benefit with respect hereto.





___________________________________________
Footnote continued from previous page.
<PAGE>   356
___________________________________________


Without limiting the generality of the foregoing clause (ii), any Bank may
assign or otherwise transfer any indebtedness held by it secured by this
Agreement to any other Person, and such other Person shall thereupon become
vested with all the benefits in respect thereof granted to such Bank, herein or
otherwise, subject however, to the provisions of the Credit Agreement.

         GOVERNING LAW; TERMS.  THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT TO THE EXTENT
THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PLEDGED COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK.

         CONSENT TO JURISDICTION AND SERVICE OF PROCESS.  ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST THE PLEDGOR WITH RESPECT TO THIS AGREEMENT MAY BE
BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF
NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT THE PLEDGOR ACCEPTS
FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH THIS AGREEMENT.  THE PLEDGOR DESIGNATES AND APPOINTS CT CORPORATION
SYSTEM, WITH AN ADDRESS AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, AND SUCH
OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY THE PLEDGOR IRREVOCABLY AGREEING
IN WRITING TO SO SERVE, AS ITS AGENT TO RECEIVE ON ITS BEHALF, SERVICE OF ALL
PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY
ACKNOWLEDGED BY THE PLEDGOR TO BE EFFECTIVE AND BINDING SERVICE IN EVERY
RESPECT.  A COPY OF SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL
TO THE PLEDGOR AT ITS ADDRESS PROVIDED FOR IN SECTION 19 HEREOF EXCEPT THAT
UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY
SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.  IF ANY AGENT APPOINTED BY
THE PLEDGOR REFUSES TO RECEIVE AND FORWARD SUCH SERVICE, THE PLEDGOR HEREBY
AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE.
NOTHING HEREIN SHALL  AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF COLLATERAL AGENT TO BRING
PROCEEDINGS AGAINST PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION.





___________________________________________
Footnote continued from previous page.
<PAGE>   357
___________________________________________


         Severability of Provisions.  Any provision of this Agreement 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.

         Execution in Counterparts.  This Agreement and any amendments,
waivers, consents or supplements hereto may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original, but all
such counterparts together shall constitute one and the same agreement.

         Headings.  The Section headings used in this Agreement are for
convenience of reference only and shall not affect the construction of this
Agreement.

         Obligations Absolute.  All obligations of the Pledgor hereunder shall
be absolute and unconditional irrespective of:

         any bankruptcy, insolvency, reorganization, arrangement, readjustment,
    composition, liquidation or the like of the Pledgor or any other Credit
    Party;

         any lack of validity or enforceability of the Credit Agreement or any
    other Credit Document or any other agreement or instrument relating
    thereto;

         any change in the time, manner or place of payment of, or in any other
    term of, all or any of the Secured Obligations, or any other amendment or
    waiver of or any consent to any departure from the Credit Agreement, any
    other Credit Document or any other agreement or instrument relating
    thereto;

         any exchange, release or non-perfection of any other collateral, or
    any release or amendment or waiver of or





___________________________________________
Footnote continued from previous page.
<PAGE>   358
___________________________________________

    consent to any departure from any guarantee, for all or any of the Secured
    Obligations;

         any exercise or non-exercise, or any waiver of any right, remedy,
    power or privilege under or in respect of this Agreement, or any other
    Credit Document except as specifically set forth in a waiver granted
    pursuant to the provisions of Section 17 hereof; or

         any other circumstances which might otherwise constitute a defense
    available to, or a discharge of, any other Pledgor.

         Collateral Agent's Right to Sever Indebtedness.

         The Pledgor acknowledges that (i) the Pledged Collateral does not
constitute the sole source of security for the payment and performance of the
Secured Obligations and that the Secured Obligations are also secured by other
types of property of such Pledgor and its Affiliates in other jurisdictions
(all such property, collectively, the "Collateral"), (ii) the number of such
jurisdictions and the nature of the transaction of which this instrument is a
part are such that it would have been impracticable for the parties to allocate
to each item of Collateral a specific loan amount and to execute in respect of
such item a separate credit agreement, and (iii) each Pledgor intends that
Collateral Agent have the same rights with respect to the Pledged Collateral,
in any judicial proceeding relating to the exercise of any right or remedy
hereunder or otherwise, that Collateral Agent would have had if each item of
collateral had been pledged or encumbered pursuant to a separate credit
agreement and security instrument.  In furtherance of such intent, each Pledgor
agrees to the greatest extent permitted by law that Collateral Agent may at any
time by notice (an "Allocation Notice") to the Pledgor allocate a portion of
the Secured Obligations (the "Allocated Indebtedness") to the Pledged
Collateral of such Pledgor and sever from the remaining Secured Obligations the
Allocated Indebtedness.  From and after the giving of an Allocation Notice with
respect to the Pledged Collateral, the Secured Obligations hereunder shall be
limited to the extent set forth in the Allocation Notice and (as so limited)
shall, for all purposes, be construed as a separate credit obligation




___________________________________________
Footnote continued from previous page.
<PAGE>   359
___________________________________________


of each Pledgor unrelated to the other transactions contemplated by the Credit
Agreement or any other Credit Document or any document related to either
thereof.  To the extent that the proceeds of any  judicial proceeding relating
to the exercise of any right or remedy hereunder of the Pledged Collateral
shall exceed the Allocated Indebtedness, such proceeds shall belong to such
Pledgor and shall not be available hereunder to satisfy any Secured Obligations
of such Pledgor other than the Allocated Indebtedness.  In any action or
proceeding to exercise any right or remedy under this Agreement which is
commenced after the giving by Collateral Agent of an Allocation Notice, the
Allocation Notice shall be conclusive proof of the limits of the Secured
Obligations hereby secured, and the Pledgor may introduce, by way of defense or
counterclaim, evidence thereof in any such action or proceeding.
Notwithstanding any provision of this Section 27, the proceeds received by
Collateral Agent pursuant to this Agreement shall be applied by Collateral
Agent in accordance with the provisions of Section 11 hereof.

         The Pledgor hereby waives to the greatest extent permitted under law
the right to a discharge of any of the Secured Obligations under any statute or
rule of law now or hereafter in effect which provides that the exercise of any
particular right or remedy as provided for herein (by judicial proceedings or
otherwise) constitutes the exclusive means for satisfaction of the Secured
Obligations or which makes unavailable any further judgment or any other right
or remedy provided for herein because Collateral Agent elected to proceed with
the exercise of such initial right or remedy or because of any failure by
Collateral Agent to comply with laws that prescribe conditions to the
entitlement to such subsequent judgment or the availability of such subsequent
right or remedy.  In the event that, notwithstanding the foregoing waiver, any
court shall for any reason hold that such subsequent judgment or action is not
available to Collateral Agent, no Pledgor shall (i) introduce in any other
jurisdiction any judgment so holding as a defense to enforcement against such
Pledgor of any remedy in the Credit Agreement or executed in connection with
the Credit Agreement or (ii) seek to have such judgment recognized or entered
in any other jurisdiction, and any such judgment shall in all events be limited
in application only to the state or jurisdiction where rendered and only with
respect to the collateral referred to in such judgment.





___________________________________________
Footnote continued from previous page.
<PAGE>   360
___________________________________________



         In the event any instrument in addition to the Allocation Notice is
necessary to effectuate the provisions of this Section 27, including, without
limitation, any amendment to this Agreement, any substitute promissory note or
affidavit or certificate of any kind, Collateral Agent may execute and deliver
such instrument as the attorney-in-fact of the Pledgor.

         Notwithstanding anything set forth herein to the contrary, the
provisions of this Section 27 shall be effective only to the maximum extent
permitted by law.

         Future Advances.  This Agreement shall secure the payment of any
amounts advanced from time to time pursuant to the Credit Agreement.

         Facilitating Governmental Approvals; Specific Performance.

         In connection with the exercise by Collateral Agent of its rights
under this Agreement relating to the disposition of the Pledged Collateral as
it may affect the control of any Governmental License issued by the FCC or any
other authorizations, agreements, permits, licenses, and franchises of the
Pledgor, it may be necessary to obtain the prior consent or approval of the FCC
or other Governmental Authority to the exercise of Collateral Agent's rights
with respect to the Pledged Collateral.  To the extent that any such consent or
approval is required for any action that Collateral Agent may take under this
Agreement with respect to the Pledged Collateral, receipt of such FCC or
Governmental Authority approval shall be a condition precedent to Collateral
Agent's exercise of such rights.  In furtherance of the first sentence of this
Section, the Pledgor hereby agrees, at its own cost, to use its best efforts to
take any and all actions which Collateral Agent may request in order to obtain
such consents or approvals or any other governmental authorization as may be
necessary to enable Collateral Agent to exercise and enjoy the full rights and
benefits granted to it under this Agreement, the Credit Agreement, or any other
Credit Document, including, without limitation, the preparation, execution,
delivery or filing on the Pledgor's behalf and in such Pledgor's name, or in
such other name as may be appropriate or required, or causing to be prepared,
executed, delivered or filed, all




___________________________________________
Footnote continued from previous page.
<PAGE>   361
___________________________________________


applications, certificates, filings, instruments, information, reports and
other documents (including, without limitation, any application for any
assignment or transfer of control or ownership).

         The Pledgor hereby acknowledges that a breach of any of its respective
obligations contained in this Agreement will cause irreparable injury to
Collateral Agent, and that such a breach would not be adequately compensable in
damages, and therefore Pledgors agree that their obligations under this
Agreement shall be specifically enforceable.





___________________________________________
Footnote continued from previous page.
<PAGE>   362
___________________________________________



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the date first above written.

                                        AMERICAN TELECASTING, INC., as Pledgor





                                        By: /s/ AMERICAN TELECASTING, INC.
                                            -----------------------------------
                                            Name:
                                            Title:


                                        BANQUE INDOSUEZ, NEW YORK BRANCH, 
                                          as Collateral Agent


                                        By: /s/ BANQUE INDOSUEZ
                                            -----------------------------------
                                            Name:
                                            Title:


                                        By:  
                                            -----------------------------------
                                            Name:
                                            Title:


                                        Notice Address:

                                        Banque Indosuez, New York Branch
                                        1211 Avenue of the Americas
                                        New York, N.Y.  10036
                                        Attention:  Michael Arougheti


___________________________________________
Footnote continued from previous page.
<PAGE>   363
                                                              EXHIBIT D-1 TO THE
                                                          ALIGN CREDIT AGREEMENT

                          FORM OF NOTICE OF ASSIGNMENT

                                                                          [DATE]

Banque Indosuez, New York Branch, as Agent
1211 Avenue of the Americas
7th Floor
New York, New York  10036

Attention:

    Re:  Credit Agreement dated as of February __, 1997 among American
         Telecasting, Inc., the lending institutions listed therein (the
         "Banks") and Banque Indosuez, New York Branch as Agent and Collateral
         Agent for the Banks.

    Reference is made to the above-referenced Credit Agreement (herein the
"Credit Agreement"); all terms defined in the Credit Agreement shall have the
same meanings when used herein.

    ________________ ("Assignor") has sold to ________________ ("Assignee") an
assignment in the aggregate amount of $_________ representing an assignment of
the total Commitment as set forth on Annex I].

    The Assignee hereby elects to become party to, and be bound by each of the
provisions of, the Credit Agreement as a "Bank," as defined in the Credit
Agreement, with a Commitment as set forth in clause 2 above.

    Assignee hereby confirms, as to itself, that (i) it has received a copy of
the Credit Agreement and such other information that it has deemed appropriate
to make its own credit analysis and decision to purchase its assignment, (ii)
will independently and without reliance upon the Agent or




______________________________________
Footnote continued from previous page.
<PAGE>   364

______________________________________



any other Bank and based on such documents and other information as it deems
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement, (iii) it has purchased its
assignment without recourse or warranty to the Agent or any of the other Banks
and that all such Persons have made no representations or warranties, and have
no responsibility, to the Assignee with respect  to any representation or
warranty in the Credit Documents, or the legality, enforceability or
sufficiency of any thereof, the  financial condition of any of the Borrower or
any of the Guarantors or the performance or non-performance by the Borrower or
any of the Guarantors of any of their respective obligations or duties under
the Credit Documents, and (iv) effective on the Assignment Effective Date (as
defined in the Assignment and Assumption Agreement) Assignor shall be released
from all of its obligations under the Credit Agreement as relating to
Assignee's Share (as defined in the Assignment and Assumption Agreement)
pursuant to the terms of the Credit Agreement.

    The Assignee's address for purposes of notices under the Credit Agreement
is listed on Annex I hereto.

    The recordation fee referred to in Section 10.04(b)(A) of the Credit
Agreement is delivered herewith to the Agent.

                                        Very truly yours,
                                        
                                        [NAME OF ASSIGNOR]
                                        
                                        By:
                                            -----------------------------------
                                        
                                        [NAME OF ASSIGNEE]
                                        
                                        By:
                                            -----------------------------------

ACCEPTED AND ACKNOWLEDGED:

BANQUE INDOSUEZ,
NEW YORK BRANCH




______________________________________
Footnote continued from previous page.

<PAGE>   365

______________________________________




By:
    -----------------------------
Date:
      ---------------------------





______________________________________
Footnote continued from previous page.