Exhibit 4.7  Execution Copy  FIRST
AMENDMENT TO PLEDGE AND SECURITY AGREEMENT  FIRST AMENDMENT TO PLEDGE
AND SECURITY AGREEMENT (this Amendment), dated as of December 7,
2009, among FiberTower Corporation, a Delaware corporation (the Issuer),
FIBERTOWER NETWORK SERVICES CORP., a Delaware corporation (FNS), ART
LEASING, INC., a Delaware corporation (Art Leasing), TELIGENT SERVICES
ACQUISITION, INC., a Delaware corporation (Teligent), ART LICENSING
CORP., a Delaware corporation (Art Licensing), and FIBERTOWER
SOLUTIONS CORPORATION, a Delaware corporation (Solutions and,
collectively with FNS, Art Leasing, Teligent, Art Licensing, the Guarantors,
and together with the Issuer, the Grantors), and  Wells Fargo Bank, National Association, as
collateral agent under the Security Agreement (as defined below) for and on
behalf of the Secured Parties (as defined in the Security Agreement) (together
with its successors and assigns in such capacity, the Collateral Agent).  WITNESSETH:  WHEREAS, the Issuer, the
Guarantors and Wells Fargo Bank, National Association, in its capacity as
trustee on behalf of the holders of the notes issued from time to time
thereunder (the Holders), have entered into that certain Indenture,
dated as of November 9, 2006 (as amended, amended and restated,
supplemented, replaced or otherwise modified from time to time, the Indenture)
providing for the issuance of the Issuers 9.00% Convertible Senior Secured
Notes due 2012 (the Notes);  WHEREAS, the Grantors have granted
to the Collateral Agent, for the benefit of the Secured Parties (as defined in
the Security Agreement), as collateral security for the payment in full of the
Notes and the other Secured Obligations (as defined in the Security Agreement)
a security interest in the Collateral (as defined in the Security Agreement)
pursuant to that certain Pledge and Security Agreement, dated as of November 9,
2006 (as amended, amended and restated, supplemented, replaced or otherwise
modified from time to time, the Security Agreement), among the
Grantors in favor of the Collateral Agent;  WHEREAS, certain of the
Holders have agreed to exchange Notes held by such Holders for the Issuers 9.00%
Mandatorily Redeemable Convertible Senior Secured Notes due 2012, and in connection
therewith Holders of at least a majority in aggregate principal amount of the
Notes outstanding voting as a single class have agreed to amend the Security
Agreement as set forth herein; and  WHEREAS, the Grantors and
the Collateral Agent wish to amend the Security Agreement as set forth below.  NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:  Section 1.               Amendments to Security Agreement.  (a)           The first page of the Security
Agreement, the first page of Exhibit B-1 to the Security Agreement,
the first page of Exhibit B-2 to the Security Agreement, the first page of
Exhibit C to the Security Agreement, the first page of Exhibit D
to the Security Agreement and


the
first page of Exhibit E to the Security Agreement are hereby amended
by inserting the following legend at the top thereof:  THIS
AGREEMENT, AND THE RIGHTS OF THE PARTIES HEREUNDER, ARE SUBJECT TO THE PROVISIONS
OF THE OMNIBUS INTERCREDITOR AGREEMENT, DATED AS OF DECEMBER 7, 2009, AMONG THE
COLLATERAL AGENT AND THE OTHER CREDITORS PARTY THERETO FROM TIME TO TIME, AND
THE ISSUER AND THE OTHER GRANTORS, AS AMENDED OR OTHERWISE MODIFIED FROM TIME
TO TIME IN ACCORDANCE WITH THE PROVISIONS THEREOF.  (b)           The fourth WHEREAS clause set forth
in the preambles of the Security Agreement is hereby amended in its entirety to
read as follows:  WHEREAS, the lien and security
interest granted to the Collateral Agent pursuant to this Agreement and the exercise
of any right or remedy by the Collateral Agent hereunder shall be subject to
the provisions of the Intercreditor Agreement (to the extent the Intercreditor
Agreement has been entered into in accordance with the Indenture and otherwise
has not been terminated in accordance with its terms);  (c)           The definition of Excluded Assets
set forth in Section 1.1 of the Security Agreement is hereby amended by (i) deleting
the word and immediately before clause (6) of said definition, (ii) deleting
the period at the end of said definition and inserting the punctuation and word
; and in lieu thereof, and (iii) inserting a new clause (7) at the
end of said definition reading as follows:  (7) any
right, title or interest of any Grantor (whether direct or indirect) in the New
License Subsidiary.  (d)           The definition of Intercreditor
Agreement set forth in Section 1.1 of the Security Agreement is amended
in its entirety to reads as follows:  Intercreditor Agreement means
the Omnibus Intercreditor Agreement, dated as of December 7, 2009, among the
Collateral Agent and the other creditors party thereto from time to time, and
the Issuer and the other Grantors, as amended or otherwise modified from time
to time in accordance with the provisions thereof.  (e)           Section 1.1 of the Security
Agreement shall be amended by inserting the following defined term in the
appropriate alphabetical location:  New License Subsidiary means FiberTower
Spectrum Holdings LLC, a Delaware limited liability company, and a Subsidiary
of FiberTower and to which FiberTower has transferred (or is obligated to
transfer) FiberTowers FCC Licenses.  (f)            Section 2.3 of the Security
Agreement shall be amended by deleting the last sentence of said Section and
inserting the following in lieu thereof:  Notwithstanding
anything herein to the contrary, as long as any obligations remain outstanding
in respect of any Senior Indebtedness (as defined in the Intercreditor  2


Agreement)
or any Pari Passu Indebtedness, the requirements under this Agreement to
deliver Collateral to the Collateral Agent or register the Collateral Agent as
the registered owner of any Collateral shall be deemed satisfied by delivery of
such Collateral to, or the registration of such Collateral in the name of, the
Controlling Agent (as defined in the Intercreditor Agreement).  (g)           Section 
7.19 of the Security Agreement is hereby amended in its entirety to read as
follows:  SECTION 7.19  Intercreditor Agreement.  The rights and remedies of the Collateral
Agent and the Trustee, on behalf of the Secured Parties, under this Agreement
shall be subject to the Omnibus Intercreditor Agreement, as in effect from time
to time.  In the event of any conflict
between the terms of the Omnibus Intercreditor Agreement and this Agreement,
the terms of the Omnibus Intercreditor Agreement shall govern and control.  (h)           Exhibit B-1
to the Security Agreement is hereby amended by deleting Section 6 thereof
and inserting the following in lieu thereof:  SECTION 6. 
Intercreditor Agreement. 
The rights and remedies of the Collateral Agent and the Trustee, on
behalf of the Secured Parties, under this Agreement shall be subject to the Omnibus
Intercreditor Agreement, as in effect from time to time.  In the event of any conflict between the
terms of the Omnibus Intercreditor Agreement and this Agreement, the terms of
the Omnibus Intercreditor Agreement shall govern and control.  (i)            Exhibit B-2
to the Security Agreement is hereby amended by deleting Section 6 thereof
and inserting the following in lieu thereof:  SECTION 6. 
Intercreditor Agreement. 
The rights and remedies of the Collateral Agent and the Trustee, on
behalf of the Secured Parties, under this Agreement shall be subject to the Omnibus
Intercreditor Agreement, as in effect from time to time.  In the event of any conflict between the
terms of the Omnibus Intercreditor Agreement and this Agreement, the terms of
the Omnibus Intercreditor Agreement shall govern and control.  (j)            Exhibit C
to the Security Agreement is hereby amended by deleting Section 15 thereof
and inserting the following in lieu thereof:  SECTION 15. 
Intercreditor Agreement. 
The rights and remedies of the Collateral Agent and the Trustee (as
defined in the Security Agreement), on behalf of the Secured Parties (as
defined in the Security Agreement), under this Agreement shall be subject to
the Omnibus Intercreditor Agreement referred to above, as in effect from time
to time.  In the event of any conflict
between the terms of such Omnibus Intercreditor Agreement and this Agreement,
the terms of such Omnibus Intercreditor Agreement shall govern and control.  (k)           Exhibit D
to the Security Agreement is hereby amended by deleting Section 17 thereof
and inserting the following in lieu thereof:  SECTION 17. 
Intercreditor Agreement. 
The rights and remedies of the Collateral Agent and the Trustee (as
defined in the Security Agreement), on behalf of the Secured Parties (as
defined in the Security Agreement), under this Agreement shall be subject to
the Omnibus Intercreditor Agreement referred to above, as in effect from time  3


to
time.  In the event of any conflict
between the terms of such Omnibus Intercreditor Agreement and this Agreement,
the terms of such Omnibus Intercreditor Agreement shall govern and control.  (l)            Exhibit E
to the Security Agreement is hereby amended by deleting Section 15 thereof
and inserting the following in lieu thereof:  SECTION 15.  Intercreditor Agreement.  The rights and remedies of the Collateral
Agent and the Trustee (as defined in the Security Agreement), on behalf of the
Secured Parties (as defined in the Security Agreement), under this Agreement
shall be subject to the Omnibus Intercreditor Agreement referred to above, as
in effect from time to time.  In the
event of any conflict between the terms of such Omnibus Intercreditor Agreement
and this Agreement, the terms of such Omnibus Intercreditor Agreement shall
govern and control.  Section 2.               Miscellaneous.  (a)           The Grantors each hereby ratifies and
affirms its obligations under, and acknowledges, renews and extends its
continued liability under, the Security Agreement and agrees that the Security Agreement
remains in full force and effect, except as expressly amended hereby,
notwithstanding the amendments contained herein.  (b)           This Amendment 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 together shall constitute one and the same instrument.  Delivery of this Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.  (c)           This Amendment shall become effective
on the date when the Grantors and the Collateral Agent shall have executed and
delivered a copy hereof (whether the same or different copies).  (d)           THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.  *                    *                    *  4


IN WITNESS WHEREOF, each of
the undersigned parties hereto has caused a counterpart of this Amendment to be
duly executed and delivered as of the date first above written.  FIBERTOWER
  CORPORATION,a
  Delaware corporation, as a GrantorBy:
  /s/
  Thomas A. ScottName:
  Thomas
  A. ScottTitle:
  Chief
  Financial OfficerFIBERTOWER
  NETWORK SERVICES CORP.,a
  Delaware corporation, as a GrantorBy:
  /s/
  Thomas A. ScottName:
  Thomas
  A. ScottTitle:
  Chief
  Financial OfficerFIBERTOWER
  SOLUTIONS CORPORATION,a
  Delaware corporation, as a GrantorBy:
  /s/
  Thomas A. ScottName:
  Thomas
  A. ScottTitle:
  Chief
  Financial OfficerART
  LEASING, INC.,a
  Delaware corporation, as a GrantorBy:
  /s/
  Thomas A. ScottName:
  Thomas
  A. ScottTitle:
  Chief
  Financial Officer  [Signature Page to First
Amendment to Pledge and Security Agreement]


ART
  LICENSING CORP.,a
  Delaware corporation, as a GrantorBy:
  /s/
  Thomas A. ScottName:
  Thomas
  A. ScottTitle:
  Chief
  Financial OfficerTELIGENT
  SERVICES ACQUISITION, INC.,a
  Delaware corporation, as a GrantorBy:
  /s/
  Thomas A. ScottName:
  Thomas
  A. ScottTitle:
  Chief
  Financial OfficerWELLS
  FARGO BANK, NATIONALASSOCIATION,
  as Collateral AgentBy:
  /s/Patrick T. GiordanoName:
  Patrick
  T. GiordanoTitle:
  Vice
  President  [Signature Page to First Amendment to Pledge and Security Agreement]