Exhibit
4.12  Execution Copy  OMNIBUS
INTERCREDITOR AGREEMENT  This OMNIBUS INTERCREDITOR AGREEMENT, dated
as of December 7, 2009 (as may be amended, modified, supplemented, or
restated from time to time, this Omnibus  Agreement), is entered
into by and among  (a) WELLS FARGO
BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as
trustee pursuant to the Existing Notes Indenture (as hereinafter defined) for
the Existing Notes Noteholders (as hereinafter defined) (in such capacity, together
with its successors and assigns in such capacity, the Existing Notes
Trustee); (b) WELLS FARGO BANK, NATIONAL ASSOCIATION, a national
banking association, in its capacity as collateral agent pursuant to the
Existing Notes Collateral Agreements (as hereinafter defined) for the benefit
of the Existing Notes Trustee and the Existing Notes Noteholders (in such
capacity, together with its successors and assigns in such capacity, the Existing
Notes Collateral Agent); (c) WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association, in its capacity as trustee pursuant to the
Interim Notes Indenture (as hereinafter defined) for the Interim Notes
Noteholders (as hereinafter defined) (in such capacity, together with its
successors and assigns in such capacity, the Interim Notes Trustee); (d) WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its
capacity as collateral agent pursuant to the Interim Notes Collateral
Agreements (as hereinafter defined) for the benefit of the Interim Notes
Trustee and the Interim Notes Noteholders (in such capacity, together with its
successors and assigns in such capacity, the Interim Notes Collateral Agent);
(e) WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association
or such other entity designated to act as trustee pursuant to the New Notes
Indenture (as hereinafter defined) for the New Notes Noteholders (as
hereinafter defined) (in such capacity, together with its successors and
assigns in such capacity, the New Notes Trustee) which shall become a
party to this Omnibus Agreement as of the Transition Effective Date (as
hereinafter defined);  (f) WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association or such other
entity designated to act as collateral agent under the New Notes Indenture for
the benefit of the New Notes Trustee and the New Notes Noteholders (in such
capacity, together with its successors and assigns in such capacity, the New
Notes Collateral Agent) which shall become a party to this Omnibus Agreement
as of the Transition Effective Date (as hereinafter defined); (g) each
additional Person  from time to timeparty hereto acting as authorized representative for the
Additional Secured Parties of the Series of Secured Debt with respect to
which it is acting in such capacity; and (h) FIBERTOWER CORPORATION, a
Delaware corporation (the Company), FIBERTOWER NETWORK SERVICES CORP.,
a Delaware corporation, ART LEASING, INC., a Delaware corporation, TELIGENT
SERVICES ACQUISITION, INC., a Delaware corporation, ART LICENSING CORP., a
Delaware corporation, and FIBERTOWER SOLUTIONS CORPORATION, a Delaware
corporation.  W I T N E S S E T H:  WHEREAS, the Company, the Guarantors named
therein, and the Existing Notes Trustee have entered into the Indenture, dated
as of November 9, 2006, (as such Indenture may be amended, modified,
supplemented, extended, renewed, restated or refinanced, the Existing Notes
Indenture) governing the 9.00% Convertible Senior Secured Notes due
2012 (such notes, the Existing Notes) issued by the Company to the
Existing Notes Noteholders;


WHEREAS, on the date hereof the Company, the
Guarantors named therein (the Guarantors), and the Interim Notes
Trustee have entered into the Indenture, dated as of December 7, 2009, (as
such Indenture may be amended, modified, supplemented, extended, renewed,
restated or refinanced, the Interim Notes Indenture) governing the
9.00% Mandatorily Redeemable Convertible Senior Secured Notes due 2012 (such
notes, including the Initial Notes and any Additional Notes (each as defined in
the Interim Notes Indenture), the Interim Notes) issued by the Company
to the Interim Notes Noteholders (as defined in the Interim ICA defined below);  WHEREAS, after the date hereof the Company
and the Guarantors may, subject to the terms of the Secured Indebtedness
Documents (as defined in the Interim Notes Indenture), and upon the mandatory
redemption of the Interim Notes, enter into an Indenture (as such Indenture may
be amended, modified, supplemented, extended, renewed, restated or refinanced,
the New Notes Indenture and together with the Interim Notes Indenture,
the Indentures) governing certain 9.00% Senior Secured Notes
(such notes, including the Initial Notes and any Additional Notes (each, as
defined in the New Notes Indenture), the New Notes) issued by the
Company to the New Notes Noteholders (as defined in the New ICA defined below);  WHEREAS, after the date hereof, the Company
and the Guarantors named in each Indenture, as applicable, may, subject to the
terms of the Secured Indebtedness Documents as defined in the applicable
Indentures, enter into a Working Capital Facility as defined in the
applicable Indentures (as such agreement may be amended, modified,
supplemented, extended, renewed, restated or refinanced, the Working
Capital Facility Agreement) under agreements evidencing such Working
Capital Facility Indebtedness as defined in the applicable Indentures, which
the Company desires to secure on a senior basis to the Interim Notes Liens (as
defined in the Interim ICA defined below) and the Pari Passu Indebtedness Liens
(as defined in the Interim ICA defined below), and on a partially senior basis
to and partially pari passu basis with the Note Liens (as defined in the New
Notes Indenture), such that the Working Capital Facility Indebtedness as
defined in the applicable Indenture shall be permitted to be secured by the
Working Capital Facility Collateral (as defined in the applicable Indenture) if
(x) the Secured Indebtedness Documents as defined in the applicable
Indenture, do not prohibit such Working Capital Facility Indebtedness from
being secured by the Working Capital Facility Collateral and (y) the
Working Capital Facility Collateral Agent as defined in the applicable
Indenture, for itself and on behalf of the lenders party to such Working
Capital Facility Agreement, executes and delivers a joinder hereto and becomes
a party to this Omnibus Agreement in accordance with Section 2.3
hereof.  WHEREAS, after the date hereof, the Company
may, subject to the terms and conditions of the Secured Indebtedness Documents
(as defined in the Interim Notes Indenture), incur additional indebtedness that
is pari passu with the Interim
Notes Indebtedness (the Pari Passu Indebtedness,
as hereinafter further defined) under agreements evidencing such Pari Passu
Indebtedness, which the Company desires to secure on a pari passu basis with the Interim Notes Liens (as defined in the
Interim ICA defined below), but junior and subordinate to the Working Capital Facility
Liens (as defined in the Interim ICA) and senior to the Existing Notes Liens
(as defined in the Interim ICA defined below). 
Such Pari Passu Indebtedness shall be permitted to be secured by the
Pari Passu Collateral (such term is as defined in the Interim ICA defined
below) if (x) the Secured Indebtedness Documents (as defined in the
Interim Notes Indenture) do  2


not prohibit such Pari Passu
Indebtedness from being secured by the Pari Passu Collateral and (y) the
Pari Passu Collateral Agent (such term is used herein as defined in the Interim
ICA defined below), for itself and on behalf of the Pari Passu Lenders (such
term is used herein as defined in the Interim ICA defined below), executes and
delivers a joinder hereto and becomes a party to this Omnibus Agreement in
accordance with Section 2.3 hereof.  WHEREAS, certain of the Existing Notes
Noteholders have agreed to exchange Existing Notes held by such Existing Notes
Noteholders for the Interim Notes, and in connection therewith Existing Notes
Noteholders of at least a majority in aggregate principal amount of the
Existing Notes outstanding voting as a single class have agreed to enter into
this Omnibus Agreement; and  WHEREAS, it is a condition precedent to the
issuance by the Company of the Interim Notes that the Existing Notes Trustee,
the Existing Notes Collateral Agent, the Interim Notes Trustee, the Interim
Notes Collateral Agent, the Company and the Guarantors enter into this Omnibus
Agreement;  NOW, THEREFORE, in consideration of the
foregoing, the mutual covenants and obligations herein set forth and for other
good and valuable consideration, the adequacy and receipt of which are hereby
acknowledged, and in reliance upon the representations, warranties and
covenants herein contained, the parties hereto, intending to be legally bound,
hereby agree as follows:  Section 1. Definitions.  Unless otherwise specifically stated herein
(including through the Transition Incorporation), any capitalized terms used in
this Omnibus Agreement which are not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Interim Notes Indenture then
in effect, unless and until the occurrence of the Transition Effective Date
(defined below) in which case such defined terms are used herein as defined in
the New Notes Indenture then in effect.  Section 2. Effectiveness.  2.1Initial Effectiveness.  (a)This Omnibus Agreement shall become effective as of the date
first written above (the Initial Effective Date) when each of the
Company, the Guarantors, the Existing Notes Trustee, the Existing Notes
Collateral Agent, the Interim Notes Trustee and the Interim Notes Collateral
Agent shall have executed a counterpart of this Omnibus Agreement and delivered
a copy thereof to the Interim Notes Trustee.  (b)As of the Initial Effective Date, the parties to this
Omnibus Agreement shall enter into the Amended and Restated Intercreditor
Agreement in the form of Exhibit A
attached hereto (the Interim ICA).  2.2Transition Effectiveness.  (a)The Transition Effective Date shall be the first
date on which all of the following conditions have been satisfied:  (x) the occurrence of a Mandatory
Redemption (as  3


defined
in Section 3.11 of the Interim Notes Indenture) and receipt by the Company
of written confirmation from the Interim Notes Trustee that the Interim Notes
Indenture has been discharged in accordance with Section 13.01 thereof, (y) the
initial issuance of any New Notes in accordance with the terms of the New Notes
Indenture, and (z) the execution by the New Notes Trustee and the New
Notes Collateral Agent of a joinder agreement in the form of Exhibit C attached
hereto and their each becoming a party to this Omnibus Agreement as
contemplated by the New Notes Indenture.  (b)Upon the occurrence of the Transition Effective Date,
automatically and without the requirement of any further action on the part of
any party hereto, (x) the Interim ICA shall cease to be in effect and
shall terminate in its entirety (except for those agreements in the Interim ICA
which, by their express terms, survive termination), and (y) all of the
provisions of Exhibit B
attached hereto shall be incorporated herein, and each reference in this
Omnibus Agreement to this Omnibus Agreement, hereunder, hereof or words
of like import referring to this Omnibus Agreement and each reference in the
Existing Notes Indenture, the Interim Notes Indenture, the New Notes Indenture,
the Working Capital Facility Agreement, the documents evidencing or governing
the Pari Passu Indebtedness, and all other related documents and instruments,
to the Intercreditor Agreement (or to the Amended and Restated Intercreditor
Agreement, to the Omnibus Intercreditor Agreement or to a like term in
reference to this Omnibus Agreement), thereunder, thereof or words of like
import referring to this Omnibus Agreement shall mean and be a reference to
this Omnibus Agreement subject to such incorporation of the provisions of Exhibit B
(the Transition Incorporation; this Omnibus Agreement giving effect to
such Transition Incorporation, the New ICA).  This Omnibus Agreement shall continue to be
in full force and effect and binding on all parties hereto through and after
the Transition Effective Date (and, for the avoidance of doubt, from and after
the Transition Effective Date the provisions of Exhibit B as incorporated
herein shall be in full force and effect and binding on all parties hereto).  2.3Effectiveness as to
Additional Parties.  Other than
the parties whose execution and delivery of a counterpart hereof is a condition
to the Initial Effective Date or the Transition Effective Date (which execution
and delivery are contemplated by Sections 2.1 and 2.2), each party hereto
shall, by executing and delivering to the Interim Notes Trustee (prior to the
Transition Effective Date) or to the New Notes Trustee (on or after the
Transition Effective Date) a joinder agreement in substantially the form of Exhibit C attached hereto,
become a party hereto and bound by this Omnibus Agreement.  Each such party becoming a party hereto prior
to the Transition Effective Date shall also execute and deliver a joinder
agreement to, and become a party to and bound by, the Interim ICA.  Section 3. Covenants.  3.1Further Assurances.  (a)The Existing Notes Trustee and the Existing Notes Collateral
Agent each agrees that, at the sole cost and expense of the Company, it shall,
at any time and from time to time upon the request of the Interim Notes Trustee
(prior to the Transition Effective Date) or the New Notes Trustee (on or after
the Transition Effective Date), promptly take such further action and execute
and deliver such additional documents and instruments (including without
limitation  4


a
ratification of its obligations hereunder, and taking any actions pursuant to Section 3.1(b),
and in each case in recordable form, if requested) as the Interim Notes Trustee
or New Notes Trustee may reasonably request to effectuate the terms of this
Omnibus Agreement.  (b)Each party hereto agrees that it shall, at any time and from
time to time upon the request of the Interim Notes Trustee (prior to the
Transition Effective Date) or the New Notes Trustee (on or after the Transition
Effective Date), promptly enter into, and execute and deliver to the Interim
Notes Trustee or the New Notes Trustee, as applicable, a joinder agreement in
the form provided in the Interim ICA (prior to the Transition Effective Date)
or in the form provided in the New ICA (on or after the Transition Effective
Date), and take such further action and execute and deliver such additional
documents and instruments (in recordable form, if requested) as the Interim
Notes Trustee or New Notes Trustee may reasonably request to effectuate the
terms of the Interim ICA or New ICA then in effect.  Each party hereto further agrees that it
shall, at any time and from time to time on or after the Transition Effective Date,
upon the request of the New Notes Trustee (on or after the Transition Effective
Date), promptly enter into, and execute and deliver to the New Notes Trustee a
counterpart of, an intercreditor agreement substantially in the form of Exhibit B,
and take such further action and execute and deliver such additional documents
and instruments (in recordable form, if requested) as the New Notes Trustee may
reasonably request to effectuate the terms of such intercreditor agreement.  Notwithstanding whether any such request is
made or complied with, this Omnibus Agreement shall be effective as to, and
binding upon, all parties hereto.  (c)The Interim Notes Collateral Agent agrees that, upon the
Transition Effective Date, it shall (i) promptly deliver, or cause any
third party holding Collateral (as defined in the Interim Notes Indenture) on
its behalf to deliver, the remainder of the Collateral, if any, in its
possession to the designee of the New Notes Collateral Agent (except as may
otherwise be required by applicable law or court order), and (ii) promptly
take such further action and execute and deliver such additional documents and
instruments (in recordable form, if requested) as the New Notes Trustee may
reasonably request to ensure that the New Notes Collateral Agent has possession
of, or control (as defined in the UCC) over, such of the Collateral as is
necessary or appropriate to effect the purposes of the New Notes Indenture and
the Note Documents (as defined in the New Notes Indenture).  Section 4. Indemnification.   The Company and the Guarantors party hereto,
jointly and severally, hereby agree to indemnify and hold harmless Wells Fargo
Bank, National Association (or such other entity as may be designated as
contemplated by clauses (e) and (f) of the recitals hereto), in its
capacity as Existing Notes Trustee, Existing Note Collateral Agent, Interim
Notes Trustee, Interim Notes Collateral Agent, New Notes Trustee, or New Notes
Collateral Agent, as applicable, and the Pari Passu Collateral Agent and the
Working Capital Facility Collateral Agent, and in each case their respective
directors, officers, employees, agents, successors and assigns, against and
from any and all claims, actions, liabilities, costs and expenses of any kind
or nature whatsoever (including reasonable fees and disbursements of counsel,
costs and expenses of defending themselves against or investigating any claim
or liability and of complying with any process served upon them or any of their
employees, officers or agents in connection with the exercise or performance of
any of their powers or duties under this Omnibus Agreement or any Collateral
Agreement) that may be imposed on, incurred by, or asserted against any of
them, in any way relating to or arising out of this Omnibus Agreement or any  5


Collateral Agreement, any exercise of
remedies hereunder or any other action taken or omitted by them hereunder,
except to the extent a court holds in final and nonappealable judgment that
such claims, actions, liabilities, costs and expenses directly resulted from
the gross negligence or willful misconduct of such indemnified Persons.  The provisions of this Section 4 shall
survive termination of this Omnibus Agreement and the discharge or satisfaction
of any of the Indentures.  Section 5. Governing Law.  This Omnibus Agreement shall be governed by,
and construed and enforced in accordance with, the laws of the State of New
York applicable to contracts made and performed in such state and any applicable
laws of the United States of America.  Section 6. Binding on Successors and Assigns.  This Omnibus Agreement shall be binding upon
the Existing Notes Trustee, the Interim Notes Trustee, the Existing Notes
Collateral Agent, the Interim Notes Collateral Agent, the Holders, each other
party that hereafter joins this Omnibus Agreement (including but not limited to
the New Notes Trustee, the New Notes Collateral Agent, Working Capital Facility
Collateral Agent, the Working Capital Facility Lenders, the Pari Passu
Collateral Agent, the Pari Passu Lenders), and in each case, their respective
permitted successors and assigns.  Section 7. Counterparts.  This Omnibus Agreement may be executed in one
or more counterparts, each of which shall be an original and all of which shall
together constitute one and the same document. 
Delivery of an executed counterpart of this Omnibus Agreement by
facsimile or electronic transmission shall be equally as effective as delivery
of an original executed counterpart of this Omnibus Agreement.  Any party delivering an executed counterpart
of this Omnibus Agreement by facsimile or electronic transmission also shall
deliver an original executed counterpart of this Omnibus Agreement, but the
failure to deliver an original executed counterpart shall not affect the
validity, enforceability, and binding effect of this Omnibus Agreement.  Section 8.
Amendments, Etc..  No amendment,
modification, waiver or termination of any of the provisions of this Omnibus
Agreement shall be deemed to be made or effective unless the same shall be in
writing signed by each of the parties at such time party hereto.  Section 9.
Direction by Majority Holders.  In
accordance with the Interim Notes Indenture, Holders of a majority in principal
amount of the then outstanding Interim Notes may direct the exercise of all
powers and remedies conferred on or available to the Interim Notes Trustee
hereunder (including without limitation the right to make requests on the
Existing Notes Trustee, the Existing Notes Collateral Agent or any other party
hereto, pursuant to Section 3.1 or otherwise).  In accordance with the New Notes Indenture,
Holders of a majority in principal amount of the then outstanding New Notes may
direct the exercise of all powers and remedies conferred on or available to the
New Notes Trustee hereunder (including without limitation the right to make
requests on the Existing Notes Trustee, the Existing Notes Collateral Agent or
any other party hereto, pursuant to Section 3.1 or otherwise).  However, in accordance with the terms of each
Indenture (including, without limitation, Article 7, Article 8, Article 10
and Article 11), the Interim Notes Trustee or the New Notes Trustee, as
the case may be, may refuse to follow any direction that conflicts with law or
the applicable Indenture, this Omnibus Agreement, or the  6


Collateral
Agreements that such Interim Notes Trustee or New Notes Trustee determines may
be unduly prejudicial to the rights of other Holders or that may involve the
Interim Notes Trustee or New Notes Trustee in personal liability or
expense.  In addition, all powers and
remedies conferred on or available to the Interim Notes Trustee or New Notes
Trustee pursuant to Section 3 hereof, constituting rights to make requests
on the Existing Notes Trustee, the Existing Notes Collateral Agent or any other
party hereto, may (without prejudice to the foregoing) be exercised by Holders
of a majority in principal amount of the then outstanding Interim Notes or New
Notes, as applicable, acting directly and not through the Interim Notes Trustee
or New Notes Trustee.  Section 10. MUTUAL WAIVER OF JURY TRIAL.    THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN THE PARTIES ARISING
OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS OMNIBUS AGREEMENT OR THE
TRANSACTIONS RELATED THERETO.  [The remainder of this page has been intentionally left blank.]  7


IN
WITNESS WHEREOF, the parties hereto have executed this Omnibus Agreement
as of the date first written above.   WELLS FARGO BANK, NATIONAL
  ASSOCIATION, as Existing Notes Trustee and Existing Notes Collateral AgentBy:
  /s/
  Patrick T. GiordanoName:
  Patrick T. GiordanoTitle:
  Vice PresidentWELLS FARGO BANK, NATIONAL
  ASSOCIATION, as Interim Notes Trustee and Interim Notes Collateral AgentBy:
  /s/
  Patrick T. GiordanoName:
  Patrick T. GiordanoTitle:
  Vice PresidentFIBERTOWER
  CORPORATIONFIBERTOWER
  NETWORK SERVICES CORP.ART
  LEASING, INC.ART
  LICENSING CORP.TELIGENT
  SERVICES ACQUISITION, INC.FIBERTOWER
  SOLUTIONS CORPORATIONBy:
  /s/
  Thomas A. ScottName:
  Thomas A. ScottTitle:
  Chief Financial OfficerAddress:185
  Berry St., Suite 400San
  Francisco, CA 94107
  Attention: Chief Financial Officer
  Telecopy No.: (415) 659-0007
  Email Address: tscott@fibertower.com


EXHIBIT
A  AMENDED AND
RESTATED INTERCREDITOR AGREEMENT  This AMENDED AND RESTATED INTERCREDITOR
AGREEMENT, dated as of [             ]
[    ], 2009, is entered into by and among (a) WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its
capacity as trustee pursuant to the Existing Notes Indenture (as hereinafter
defined) for the Existing Notes Noteholders (as hereinafter defined) (in such
capacity, together with its successors and assigns in such capacity, the Existing
Notes Trustee); (b) WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association, in its capacity as collateral agent pursuant to
the Existing Notes Collateral Agreements (as hereinafter defined) for the
benefit of the Existing Notes Trustee and the Existing Notes Noteholders (in
such capacity, together with its successors and assigns in such capacity, the Existing
Notes Collateral Agent); (c) WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association, in its capacity as trustee pursuant to the
Interim Notes Indenture (as hereinafter defined) for the Interim Notes
Noteholders (as hereinafter defined) (in such capacity, together with its
successors and assigns in such capacity, the Interim Notes Trustee); (d) WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its
capacity as collateral agent pursuant to the Interim Notes Collateral
Agreements (as hereinafter defined) for the benefit of the Interim Notes
Trustee and the Interim Notes Noteholders (in such capacity, together with its
successors and assigns in such capacity, the Interim Notes Collateral Agent);
(e) each additional AUTHORIZED REPRESENTATIVE from time to timeparty hereto for the Additional Secured Parties of the Series of
Secured Debt with respect to which it is acting in such capacity; and (f) FIBERTOWER
CORPORATION, a Delaware corporation, FIBERTOWER NETWORK SERVICES CORP., a
Delaware corporation, ART LEASING, INC., a Delaware corporation, TELIGENT
SERVICES ACQUISITION, INC., a Delaware corporation, ART LICENSING CORP., a
Delaware corporation, and FIBERTOWER SOLUTIONS CORPORATION, a Delaware
corporation.  W I T N E S S E T H:  WHEREAS, the Company (as hereinafter
defined), the Guarantors (as hereinafter defined) and the Existing Notes
Trustee have entered into the Indenture, dated as of November 9, 2006, (as
such Indenture may be amended, modified, supplemented, extended, renewed,
restated or refinanced, the Existing Notes Indenture) governing the
9.00% Convertible Senior Secured Notes due 2012 (such notes, the Existing
Notes) issued by the Company to the Existing Notes Noteholders;  WHEREAS, on the date hereof the Company, the
Guarantors and the Interim Notes Trustee have entered into the Indenture, dated
as of December 7, 2009, (as such Indenture may be amended, modified,
supplemented, extended, renewed, restated or refinanced, the Interim Notes
Indenture) governing the 9.00% Mandatorily Redeemable Convertible
Senior Secured Notes due 2012 (such notes, including the Initial Interim Notes
and any Additional Interim Notes (each, as defined below), the Interim
Notes) issued by the Company to the Interim Notes Noteholders (as defined
below);


WHEREAS, after the date hereof, the Company
and the Guarantors may, subject to the terms of the Secured Debt Documents
enter into a Working Capital Facility (as defined below) (as such agreement may
be amended, modified, supplemented, extended, renewed, restated or refinanced,
the Working Capital Facility Agreement) under agreements evidencing
such Working Capital Facility Indebtedness, which the Company desires to secure
on a senior basis to the Notes Liens and the Pari Passu Liens.  The Working Capital Facility Indebtedness (as
defined below) shall be permitted to be secured by the Working Capital Facility
Collateral (as defined below) if (x) the Secured Debt Documents do not
prohibit such Working Capital Facility Indebtedness from being secured by the
Working Capital Facility Collateral and (y) the Working Capital Facility
Collateral Agent, for itself and on behalf of the lenders party to such Working
Capital Facility Agreement, execute and deliver a joinder agreement hereto and
become a party to this Agreement pursuant to the requirements of Section 8.7
hereof.  WHEREAS, after the date hereof, the Company
may, subject to the terms and conditions of the Secured Debt Documents, incur
additional indebtedness that is pari
passu with the Interim Notes Indebtedness (the Pari Passu Indebtedness, as hereinafter
further defined) under agreements evidencing such Pari Passu Indebtedness,
which the Company desires to secure on a pari
passu basis with the Interim Notes Liens (but junior and subordinate to
the Working Capital Facility Liens and senior to the Existing Notes
Liens).  Such Pari Passu Indebtedness
shall be permitted to be secured by the Pari Passu Collateral if (x) the
Secured Debt Documents do not prohibit such Pari Passu Indebtedness from being
secured by the Pari Passu Collateral and (y) the Pari Passu Collateral
Agent, for itself and on behalf of the Pari Passu Lenders (as hereinafter
defined) execute and deliver a joinder agreement hereto and become a party to
this Agreement pursuant to the requirements of Section 8.7 hereof.  WHEREAS, certain of the Existing Notes
Noteholders have agreed to exchange Existing Notes held by such Existing Notes
Noteholders for the Initial Interim Notes, and in connection therewith Existing
Notes Noteholders of at least a majority in aggregate principal amount of the
Existing Notes outstanding voting as a single class have agreed to amend and
restate the form of Intercreditor Agreement attached as Exhibit G to the
Existing Notes Indenture in its entirety pursuant to this Agreement; and  WHEREAS, it is a condition precedent to the
issuance by the Company of the Interim Notes that the Existing Notes Trustee,
the Existing Notes Collateral Agent, the Interim Notes Trustee, the Interim
Notes Collateral Agent, the Company and the Guarantors enter into this
Agreement;  NOW, THEREFORE, in consideration of the
foregoing, the mutual covenants and obligations herein set forth and for other
good and valuable consideration, the adequacy and receipt of which are hereby
acknowledged, and in reliance upon the representations, warranties and
covenants herein contained, the parties hereto, intending to be legally bound,
hereby agree as follows:  Section 1. Definitions.  Unless otherwise specifically stated, any
capitalized terms used in this Agreement which are not otherwise defined herein
shall have the respective meanings ascribed to such terms in the Indentures
then in effect or, if the Indentures define the same term differently, in the
Interim Notes Indenture as then in effect. 
As used in this Agreement, the  2


following
terms shall have the following meanings (such meanings to be equally applicable
to both the singular and the plural form of the terms indicated):  Additional Interim Notes means the
aggregate principal amount of Interim Notes (other than the Initial Interim
Notes) issued under the Interim Notes Indenture (i) in lieu of interest
payment on the Initial Interim Notes as permitted by Section 5.09
of the Interim Notes Indenture and paragraph 1. Interest in the form of
Interim Note attached as Exhibit A
thereto or (ii) subject to the satisfaction of all of the covenants in the
Interim Notes Indenture, including, without limitation, Sections 5.09
and 5.12 of the Interim Notes Indenture, in each case in the form of Exhibit A
thereto, as part of the same series as the Initial Interim Notes.  Additional Secured Parties means, with
respect to the Working Capital Facility Indebtedness and the Pari Passu
Indebtedness, the holders of such Indebtedness, any trustee or agent therefor
under any related promissory notes, indentures, collateral documents or other
operative agreements evidencing or governing such Indebtedness, in each case,
as amended, restated, refinanced or otherwise modified from time to time, but
shall not include the Obligors.  Affiliate of any specified Person means any
other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person.  For purposes of this definition, control,
as used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by agreement
or otherwise; provided that beneficial ownership of 10% or more of the Voting
Stock of a Person will be deemed to be control. 
For purposes of this definition, the terms controlling, controlled by
and under common control with have correlative meanings.  Agreement means this Amended and Restated
Intercreditor Agreement, as amended, supplemented or otherwise modified from
time to time in accordance with the terms hereof.  asset means any asset or property (tangible
and intangible).  Asset Sale means in a single transaction or
a series of related transactions:  (i) the
sale, lease, conveyance or other disposition of any assets or rights (including
by way of a sale and leaseback transaction), other than the sale, lease,
conveyance or other disposition of all or substantially all of the assets of
the Company and its Restricted Subsidiaries taken as a whole; and (ii) the
issuance or sale of Equity Interests of any of the Companys Restricted
Subsidiaries or the sale of Equity Interests in any of the Companys
Subsidiaries.  For purposes of this
definition, the term Asset Sale shall not include:  (1)any single transaction or series of related
transactions that involves assets having a Fair Market Value of less than $1.0
million;  (2)a transfer of assets between or among the Company
and its wholly-owned Guarantors;  (3)an issuance of Equity Interests by a Restricted
Subsidiary of the Company to the Company or to a wholly-owned Guarantor;  3


(4)the sale or lease of products, services or accounts
receivable in the ordinary course of business or equipment or other assets
pursuant to a program for the maintenance or upgrading of such equipment or
assets including, without limitation, the disposition of equipment that is worn
out or obsolete; and  (5)the sale or other disposition of cash or Cash Equivalents.  Authorized Representative means (i) in
the case of any Working Capital Facility Obligations, the Working Capital
Facility CollateralAgent on its own behalf and on behalf of the Working Capital
Facility Lenders, (ii) in the case of the Existing Notes Obligations, the
Existing Notes Collateral Agent on its own behalf and on behalf of the Existing
Notes Noteholders, (iii) in the case of the Interim Notes Obligations, the
Interim Notes Collateral Agent on its own behalf and on behalf of the Interim
Notes Noteholders, and (iv) in the case of the Pari Passu Obligations, the
Pari Passu Collateral Agent on its own behalf and on behalf of the Pari Passu
Lenders.  Bankruptcy Code means Title 11 of the
United States Code (11 U.S.C. 101 et seq.), as amended from time to time, and
any successor statute, or if the context so requires, any similar federal or
state law.  Board of Directors means (i) with
respect to a corporation, the board of directors of the corporation or any
committee thereof duly authorized to act on behalf of such board, (ii) with
respect to a partnership, the board of directors of the general partner of the
partnership, (iii) with respect to a limited liability company, the
managing member or members or any controlling committee of managing members
thereof and (iv) with respect to any other Person, the board or committee
of such Person serving a similar function.  Business Day means any day other than a
Saturday, a Sunday or a day on which banking institutions in The City of New
York, New York or San Francisco, California or at a place of payment are
authorized or required by law, regulation or executive order to remain closed.  Capital Lease Obligations means, at the
time any determination is to be made, the amount of the liability in respect of
a capital lease that would at that time be required to be capitalized on a
balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under
such lease prior to the first date upon which such lease may be prepaid by the
lessee without payment of a penalty.  Capital Stock
means:  (1)in the case of a
corporation, corporate stock;  (2)in the case of an association or business entity,
any and all shares, interests, participations, rights or other equivalents
(however designated) of corporate stock;  4


(3)in the case of a partnership or limited liability
company, partnership interests (whether general or limited) or membership
interests, respectively; and  (4)any other interest or participation that confers on
a Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person, but excluding from all of the foregoing
any debt securities convertible into Capital Stock, whether or not such debt
securities include any right of participation in profits, losses or
distribution of assets with Capital Stock.  Cash Equivalents means:  (1)United States dollars;  (2)securities issued or directly and fully guaranteed
or insured by the United States government or any agency or instrumentality of
the United States government (provided that the full faith and credit of the
United States is pledged in support of those securities) having maturities of
not more than twelve months from the date of acquisition;  (3)certificates of deposit and eurodollar time deposits
with maturities of twelve months or less from the date of acquisition, bankers
acceptances with maturities not exceeding twelve months and overnight bank
deposits, in each case, with any domestic commercial bank having capital and
surplus in excess of $500.0 million and a Thomson Bank Watch Rating of B or
better;  (4)repurchase obligations with a term of not more than
seven (7) days for underlying securities of the types described in clauses
(2) and (3) above entered into with any financial institution meeting
the qualifications specified in clause (3) above;  (5)commercial paper having one of the two highest ratings
obtainable from Moodys or Standard & Poors and, in each case,
maturing within twelve months after the date of acquisition; and  (6)money market funds at least 95% of the assets of
which constitute Cash Equivalents of the kinds described in clauses (1) through
(5) of this definition.  Collateral means all collateral of
whatsoever nature purported to be subject to the lien of any of the Secured
Debt Documents.  Collateral Documents means, collectively, (i) the
Working Capital Facility Collateral Documents, (ii) the Notes Collateral
Documents, and (iii) the Pari Passu Collateral Documents.  Company means FiberTower Corporation, and
its successors and assigns, including, without limitation, any receiver,
trustee or debtor-in-possession on behalf of such person or on behalf of any
successor or assign.  Comparable Noteholder Collateral Document
means, in relation to any Shared Collateral subject to any Working Capital
Facility Security Document, that Noteholder Collateral  5


Document which creates a
security interest in the same Collateral, granted by the same Obligor or
Obligors.  Comparable Pari Passu Collateral Document
means, in relation to any Shared Collateral that is also Pari Passu Collateral,
subject to any Working Capital Facility Security Document, that Pari Passu
Collateral Document which creates a security interest in the same Collateral,
granted by the same Obligor or Obligors.  Controlling Collateral Agent means, with
respect to any Shared Collateral, (i) from and after the incurrence of the
Working Capital Facility Obligations until the Discharge of Working Capital
Facility Obligations, the Working Capital Facility Collateral Agent, and (ii) until
the Discharge of Interim Notes Obligations, provided that no Working Capital
Facility Obligations are outstanding, the Primary Notes Collateral Agent.  Controlling Secured Parties means, with
respect to any Shared Collateral, the Secured Parties whose Authorized
Representative is the Controlling Collateral Agent for such Shared Collateral.  Discharge of Interim Notes Obligations
means the occurrence of all of the following:  (1)payment in full in cash of the principal of and
interest and premium (if any) on all Interim Notes Indebtedness; and  (2)payment in full in cash of all other Interim Notes
Obligations that are outstanding and unpaid at the time the Interim Notes
Indebtedness is paid in full in cash (other than any obligations for taxes,
costs, indemnifications, reimbursements, damages and other liabilities in
respect of which no claim or demand for payment has been made at such time); or  (3)mandatory redemption of the Interim Notes shall have
occurred in accordance with the Interim Notes Indenture which results in a
satisfaction and discharge of the Interim Notes Indenture, provided that the Transition
Effective Date and Transition Incorporation, each as defined in the Omnibus
Intercreditor Agreement between the parties hereto to which this Agreement is
attached as Exhibit A, shall have occurred and the New ICA, as so
defined, shall be effective.  Discharge of Working Capital Facility
Obligations means the occurrence of all of the following:  (1)termination or expiration of all commitments to
extend credit that would constitute Working Capital Facility Indebtedness;  (2)payment in full in cash of the principal of and
interest and premium (if any) on all Working Capital Facility Indebtedness
(other than any undrawn letters of credit);  (3)cash collateralization (at the lower of (i) 110%
of the aggregate undrawn amount and (ii) the percentage of the aggregate
undrawn amount required for release of  6


Liens under the terms of the
applicable Working Capital Facility Document), expiration, termination or
return to the issuing bank of all outstanding letters of credit constituting
Working Capital Facility Indebtedness; and  (4)payment in full in cash of all other Working Capital
Facility Obligations that are outstanding and unpaid at the time the Working
Capital Facility Obligations are paid in full in cash (other than any
obligations for taxes, costs, indemnifications, reimbursements, damages and
other liabilities in respect of which no claim or demand for payment has been made
at such time).  Disqualified Stock means any Capital Stock
that, by its terms (or by the terms of any security into which it is
convertible, or for which it is exchangeable, in each case, at the option of
the holder of the Capital Stock), or upon the happening of any event, matures
or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable at the option of the holder of the Capital Stock, in
whole or in part, on or prior to the date that is ninety-one (91) days after
the date on which the Notes mature. 
Notwithstanding the preceding sentence, any Capital Stock that would
constitute Disqualified Stock solely because the holders of the Capital Stock
have the right to require the Company to repurchase such Capital Stock upon the
occurrence of a change of control or an asset sale will not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption does not violate any of the Indentures
then in effect.  Enforcement Action means the commencement
of any judicial or nonjudicial enforcement, collection, execution, levy or
foreclosure action or proceeding with respect to, or seeking to have a trustee,
receiver, liquidator or similar official appointed for or over, attempting any
action to take possession of, or otherwise exercising any enforcement right,
remedy or power with respect to, or otherwise taking any action to enforce its security
interest in or realize upon, or take any other enforcement action available to
it in respect of, any Shared Collateral (including with respect to any
intercreditor agreement with respect to any Shared Collateral), whether under
any Collateral Document, applicable law or otherwise, other than as permitted
in Section 3.1(b).  Equally and Ratably means, in reference to
sharing Liens or Proceeds thereof with respect to Shared Collateral as between
the Senior Subordinated Secured Parties, that such Liens or proceeds will be
allocated and distributed to the Primary Notes Collateral Agent (for the
account of the Interim Notes Noteholders) and the Pari Passu Collateral Agent
(for the account of the Pari Passu Lenders), ratably in proportion to
outstanding Obligations in respect of the Interim Notes Indebtedness and Pari
Passu Indebtedness, as applicable, when the allocation or distribution is made.  Equity Interests means Capital Stock and
all warrants, options or other rights to acquire Capital Stock (but excluding
any debt security that is convertible into, or exchangeable for, Capital
Stock).  Existing Notes shall have the meaning set
forth in the recitals hereto.  7


Existing Notes Collateral means all of the
assets of any Obligor (other than the Capital Stock or assets of Guarantors
that hold the Companys 24 GHz or 39 GHz FCC Licenses), whether real, personal
or mixed, with respect to which a Lien is granted as security for any Existing
Notes Obligations.  Existing Notes Collateral Agreement means
the Pledge and Security Agreement, dated as of November 9, 2006, among the
Obligors party thereto and the Existing Notes Collateral Agent, as the same may
be amended, modified, supplemented, extended, renewed, or restated from time to
time.  Existing Notes Collateral Documents means
this Agreement, the Existing Notes Collateral Agreement, the Existing Notes
Mortgages, and any other document or instrument executed and delivered at any
time pursuant to any Existing Notes Document or otherwise, pursuant to which a
Lien is granted by an Obligor to secure any Existing Notes Obligations or under
which rights or remedies with respect to any such Lien are governed, as the
same may be amended, modified, supplemented, extended, renewed, or restated
from time to time.  Existing Notes Documents means the Existing
Notes Indenture, the Existing Notes, the Existing Notes Guarantees, the
Existing Notes Collateral Documents and any other agreements governing,
securing or relating to any Existing Notes Obligations.  Existing Notes Guarantee means the
guarantee by each Guarantor of the Companys payment obligations under the
Existing Notes Indenture.  Existing Notes Indebtedness means the
$293,796,440 aggregate principal amount of Existing Notes issued under the
Existing Notes Indenture and outstanding on the date hereof.  Existing Notes Indenture shall have the
meaning set forth in the recitals hereto.  Existing Notes Lien means a Lien granted by
an Existing Notes Collateral Document to the Existing Notes Collateral Agent
(or any other holder, or representative of holders, of Existing Notes
Obligations), at any time, upon any assets of the Company or any Guarantor to
secure Existing Notes Obligations.  Existing Notes Mortgages means a collective
reference to each mortgage, deed of trust and any other document or instrument
under which any Lien on real property owned or leased by any Obligor is granted
to secure any Existing Notes Obligations or under which rights or remedies with
respect to any such Liens are governed, as the same may be amended, modified,
supplemented, extended, renewed, or restated from time to time.  Existing Notes Noteholders means the
Persons holding Existing Notes Indebtedness.  Existing Notes Obligations means Existing
Notes Indebtedness and all other Obligations in respect thereof.  Fair Market Value means the value that
would be paid by a willing buyer to an unaffiliated willing seller in a
transaction not involving distress or necessity of either party,  8


determined in good faith by
the Board of Directors of the Company (unless otherwise provided in the
Indentures then in effect), evidenced by a resolution delivered to the Trustee.  FCC means the U.S. Federal Communications
Commission and any successor agency that is responsible for regulating the U.S.
telecommunications industry.  FCC License means any authorization,
license or permit issued by the FCC, together with any extensions or renewals
thereof.  GAAP means generally accepted accounting
principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a
significant segment of the accounting profession, which are in effect from time
to time.  Guarantor means each Domestic Restricted
Subsidiary of the Company on the date hereof, and each other Domestic
Restricted Subsidiary of the Company that executes a Note Guarantee in
accordance with the provisions of the Indentures then in effect, in each case,
together with their respective successors and assigns, unless and until the
Note Guarantee of such Person has been released in accordance with the
provisions of the Indentures then in effect.  Hedging Obligations means, with respect to
any Person, the obligations of such Person, incurred in the ordinary course of
business to protect against interest rate and foreign currency exchange rate
fluctuations, under:  (1)interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements;  (2)other agreements or arrangements designed to manage
interest rates or interest rate risk; and  (3)other agreements or arrangements designed to protect
such Person against fluctuations in currency exchange rates or commodity
prices.  Indentures means, collectively, (i) the
Existing Notes Indenture, and (ii) the Interim Notes Indenture.  Initial Interim Notes means $266,791,438
aggregate principal amount of Interim Notes issued under the Interim Notes
Indenture on December 7, 2009.  Insolvency Proceeding means, as to any
Person, any of the following: (a) any case or proceeding with respect to
such Person under the Bankruptcy Code or any other federal or state bankruptcy,
insolvency, reorganization, arrangement, composition or readjustment of the
obligations and Indebtedness of such Person; (b) any proceeding seeking
the appointment of any trustee, receiver, liquidator, custodian or other
insolvency official with similar powers with respect to such Person or any of
its assets; (c) any proceeding for liquidation, dissolution or other
winding up of the business of such Person; or (d) any assignment for the
benefit of creditors or any marshaling of assets of such Person.  9


Interim Notes shall have the meaning set
forth in the recitals hereto.  Interim Notes Collateral means all of the
assets of any Obligor, whether real, personal or mixed, with respect to which a
Lien is granted as security for any Interim Notes Obligations.  Interim Notes Collateral Agreement means
the Collateral Agreement, dated as of December 7, 2009, among the Obligors
party thereto and the Interim Notes Collateral Agent, as the same may be
amended, modified, supplemented, extended, renewed, or restated from time to
time.  Interim Notes Collateral Documents means
this Agreement, the Interim Notes Collateral Agreement, the Interim Notes
Mortgages, and any other document or instrument executed and delivered at any
time pursuant to any Interim Notes Document or otherwise, pursuant to which a
Lien is granted by an Obligor to secure any Interim Notes Obligations or under
which rights or remedies with respect to any such Lien are governed, as the
same may be amended, modified, supplemented, extended, renewed, or restated
from time to time.  Interim Notes Documents means the Interim
Notes Indenture, the Interim Notes, the Interim Notes Guarantees, the Interim
Notes Collateral Documents, the Interim Notes Registration Rights Agreement and
any other agreements governing, securing or relating to any Interim Notes
Obligations.  Interim Notes Guarantee means the guarantee
by each Guarantor of the Companys payment obligations under the Interim Notes
Indenture.  Interim Notes Indebtedness means (1) the
Initial Interim Notes and the Interim Notes Guarantees issued on December 7,
2009, and (2) any Additional Interim Notes and Interim Notes Guarantees
thereon issued pursuant to the Indenture.  Interim Notes Indenture shall have the
meaning set forth in the recitals hereto.  Interim Notes Lien means a Lien granted by
an Interim Notes Collateral Document to the Interim Notes Collateral Agent (or
any other holder, or representative of holders, of Interim Notes Obligations),
at any time, upon any assets of the Company or any Guarantor to secure Interim
Notes Obligations.  Interim Notes Mortgages means a collective
reference to each mortgage, deed of trust and any other document or instrument
under which any Lien on real property owned or leased by any Obligor is granted
to secure any Interim Notes Obligations or under which rights or remedies with
respect to any such Liens are governed, as the same may be amended, modified,
supplemented, extended, renewed, or restated from time to time.  Interim Notes Noteholders means the Persons
holding Interim Notes Indebtedness.  Interim Notes Obligations means Interim
Notes Indebtedness and all other Obligations in respect thereof.  10


Interim Notes Registration Rights Agreement
means the registration rights agreement, to be dated as of the date of the
mandatory redemption of the Interim Notes, among the Company, the Guarantors
and the initial purchasers of the Interim Notes identified therein, as such
agreement may be amended, modified or supplemented from time to time in
accordance with its terms.  Junior Secured Parties means, collectively,
(i) the Existing Notes Collateral Agent and the Existing Notes
Noteholders, (ii) the Senior Subordinated Secured Parties, and (iii) each
other Person that from time to time holds any Existing Notes Indebtedness,
Interim Notes Indebtedness or Pari Passu Indebtedness.  At all times, the Existing Notes Collateral
Agent and the Existing Notes Noteholders shall, in relationship to the Interim
Notes Collateral Agent and the Interim Notes Noteholders, constitute Junior
Secured Parties for all purposes of this Agreement.  Lien means, with respect to any asset, any
mortgage, lien, pledge, charge, security interest or encumbrance of any kind in
respect of such asset, whether or not filed, recorded or otherwise perfected
under applicable law, including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to
sell or give a security interest in and any filing of or agreement to give any
financing statement under the UCC (or equivalent statutes) of any jurisdiction.  Liquidated Damages means all liquidated
damages then owing pursuant to the Interim Notes Registration Rights Agreement.  Moodys means Moodys Investors Service, Inc.  Net Proceeds means the aggregate cash
proceeds received by the Company or any of its Restricted Subsidiaries in
respect of any Asset Sale (including, without limitation, any cash received
upon the sale or other disposition of any non-cash consideration received in
any Asset Sale), net of (1) the direct costs relating to such Asset Sale,
including, without limitation, legal, accounting and investment banking fees,
sales commissions, relocation expenses incurred as a result of the Asset Sale,
and taxes paid or payable as a result of the Asset Sale after taking into
account any available tax credits or deductions and any tax sharing
arrangements, (2) amounts required to be applied to the repayment of
Indebtedness, other than Indebtedness under a Working Capital Facility, secured
by a Lien on the asset or assets that were the subject of such Asset Sale, and (3) any
reserve for adjustment in respect of the sale price of such asset or assets
established in accordance with GAAP.  Non-Controlling Secured Parties means,
with respect to any Shared Collateral, the Secured Parties that are not
Controlling Secured Parties with respect to such Shared Collateral.  Noteholders means, collectively, (i) the
Existing Notes Noteholders, and (ii) the Interim Notes Noteholders.  Notes Collateral Agent means Wells Fargo
Bank, National Association, in its capacity as Collateral Agent under the Notes
Collateral Documents, together with any successors in such capacity.  11


Notes Collateral Documents means,
collectively, (i) the Existing Notes Collateral Documents, and (ii) the
Interim Notes Collateral Documents.  Notes Documents means, collectively, (i) the
Existing Notes Documents, and (ii) the Interim Notes Documents.  Notes Indebtedness means, collectively, (i) the
Existing Notes Indebtedness, and (ii) the Interim Notes Indebtedness.  Notes Obligations means, collectively, Obligations
in respect of (i) the Existing Notes Indebtedness, and (ii) Interim
Notes Indebtedness.  Obligations means (1) with respect to
Existing Notes Indebtedness, any principal, premium, if any, accrued and unpaid
interest, monetary penalty, or damages, due by the Company or any Guarantor
under the terms of the Existing Notes or the Existing Notes Indenture, (2) with
respect to Interim Notes Indebtedness, any principal, premium, if any, accrued
and unpaid interest, including Liquidated Damages, if any, or monetary penalty,
or damages, due by the Company or any Guarantor under the terms of the Interim
Notes or the Interim Notes Indenture, (3) with respect to Working Capital
Facility Indebtedness, any principal (including reimbursement obligations with
respect to letters of credit whether or not drawn), interest (including, to the
extent legally permitted, all interest accrued thereon after the commencement
of any insolvency or liquidation proceeding at the rate, including any
applicable post-default rate, specified in the Working Capital Facility
Documents, even if such interest is not enforceable, allowable or allowed as a
claim in such proceeding), premium (if any), fees, indemnifications,
reimbursements, expenses and other liabilities payable by the Company or any
guarantor of the Working Capital Facility Indebtedness and (4) with
respect to Pari Passu Indebtedness, any principal (including reimbursement
obligations with respect to letters of credit whether or not drawn), interest
(including, to the extent legally permitted, all interest accrued thereon after
the commencement of any insolvency or liquidation proceeding at the rate,
including any applicable post-default rate, specified in the Pari Passu
Indebtedness Documents, even if such interest is not enforceable, allowable or
allowed as a claim in such proceeding), premium (if any), fees,
indemnifications, reimbursements, expenses and other liabilities payable by the
Company or any guarantor of the Pari Passu Indebtedness.  Obligor means the Company and any
Guarantor.  Officer means, with respect to any Person,
the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary
or any Vice-President of such Person.  Officers Certificate means a certificate
signed on behalf of the Company by an Officer of the Company, who must be the
Chief Executive Officer, the Chief Financial Officer, the Treasurer or the
Chief Accounting Officer of the Company.  Pari Passu Collateral means all of the
assets of any Obligor (other than the Capital Stock or assets of Guarantors
that hold the Companys 24 GHz or 39 GHz FCC Licenses),  12


whether real, personal or
mixed, with respect to which a Lien is granted as security for any Pari Passu
Obligations.  Pari Passu Collateral Agent means, at any
time, the Person serving at such time as the Collateral Agent under the
agreement governing any Pari Passu Indebtedness or any other representative
then most recently designated in accordance with the applicable provisions of
any such agreement, together with its successors in such capacity.  Pari Passu Collateral Documents means this
Agreement and any other document or instrument executed and delivered at any
time pursuant to any Pari Passu Indebtedness Document or otherwise, pursuant to
which a Lien is granted by an Obligor to secure any Pari Passu Obligations or
under which rights or remedies with respect to any such Lien are governed, as
the same may be amended, modified, supplemented, extended, renewed, or restated
from time to time.  Pari Passu Indebtedness means Indebtedness
permitted by clause (2) of the second paragraph of Section 5.09
of the Interim Notes Indenture.  Pari Passu Indebtedness Cap means the
principal amount outstanding under any Pari Passu Indebtedness in an aggregate
principal amount not to exceed $250.0 million.  Pari Passu Indebtedness Documents means the
Pari Passu Collateral Documents, and any other documents, instruments and
agreements executed by or on behalf of any Obligor which is or becomes a party
to any Pari Passu Indebtedness Document and delivered to or for the Pari Passu Collateral
Agent, securing or relating to any Pari Passu Obligations, and any other
transaction contemplated by the Pari Passu Indebtedness Documents, all as
amended, restated, supplemented or modified from time to time.  Pari Passu Lenders means the Persons
holding Pari Passu Indebtedness, including, without limitation, the Pari Passu
Collateral Agent.  Pari Passu Lien means a Lien granted to the
Pari Passu Collateral Agent (or any other holder, or representative of holders,
of Pari Passu Indebtedness), at any time, upon any assets of the Company or any
Guarantor to secure the Pari Passu Obligations.  Pari Passu Obligations means the Pari Passu
Indebtedness and all other Obligations in respect Pari Passu Indebtedness.  Person or person means any individual,
corporation, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, limited liability company or government or
other entity.  Primary Notes Collateral Agent means the
Interim Notes Collateral Agent, together with any successors in such capacity.  Proceeds shall have the meaning set forth
in Section 4.1.  13


Qualified Indemnification Claim means any
claim for indemnification which the Working Capital Facility Collateral Agent
or any Working Capital Facility Lender has against any Obligor pursuant to the
indemnification obligations of the Company and the other Obligors under the
Working Capital Facility Documents as set forth in the Indemnification Claim
Notice (as defined below); provided, that (a) within five (5) Business
Days following delivery by the Notes Collateral Agent or the Pari Passu
Collateral Agent, as applicable, of an Exercise Notice (as defined herein), the
Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, is
provided with (i) a reasonably detailed description of such claim,
including the approximate amount (if any) of such claim, if known (the Indemnification
Claim Notice), and (ii) copies of all correspondence, if any, with
any Obligor in respect of such claim, or notices, if any, delivered to any
Obligor in respect of such claim, and (b) promptly following a request
therefor by the Notes Collateral Agent or Pari Passu Collateral Agent, as
applicable, on or after the date on which the Exercise Notice is delivered by
the Notes Collateral Agent or Pari Passu Collateral Agent, as applicable,
deliver such other information as may be reasonably requested by the Notes
Collateral Agent or Pari Passu Collateral Agent, as applicable, in respect of
such claim to the extent that the Working Capital Facility Collateral Agent or
any Working Capital Facility Lender has such information in its actual
possession or control.  refinance means to refinance, repay,
prepay, replace, renew or refund.  Required Noteholders means, as applicable, (i) in
the case of the Existing Notes Indenture, the holders of an aggregate principal
amount of all Existing Notes Indebtedness (or portion thereof) then outstanding
required to approve any amendment or modification of the Existing Notes
Documents, or any termination or waiver of any provision of the Existing Notes
Documents, or any consent or departure by any of the Obligors therefrom, and (ii) in
the case of the Interim Notes Indenture, the holders of an aggregate principal
amount of all Interim Notes Indebtedness (or portion thereof) then outstanding
required to approve any amendment or modification of the Interim Notes
Documents, or any termination or waiver of any provision of the Interim Notes
Documents, or any consent or departure by any of the Obligors therefrom.  For purposes of this definition, Notes
Indebtedness registered in the name of, or beneficially owned by, any Obligor
or any of its Affiliates will be deemed not to be outstanding.  Required Pari Passu Lenders means, as
applicable, the holders of an aggregate principal amount of all Pari Passu
Indebtedness then outstanding required to approve any amendment or modification
of a Pari Passu Indebtedness Document, or any termination or waiver of any
provision of a Pari Passu Indebtedness Document, or any consent or departure by
any of the Obligors therefrom. For purposes of this definition, Pari Passu
Indebtedness registered in the name of, or beneficially owned by, any Obligor
or any of its Affiliates will be deemed not to be outstanding.  Required Working Capital Facility Lenders
means, as applicable, those Working Capital Facility Lenders required under the
terms of the Working Capital Facility Documents to approve any amendment or modification
of a Working Capital Facility Document, or any termination or waiver of any
provision of a Working Capital Facility Document, or any consent or departure
by any of the Obligors therefrom.  14


Restricted Subsidiary of any Person means
any Subsidiary of such Person which at the time of determination is not an
Unrestricted Subsidiary.  Secured Debt Documents means, collectively,
the Notes Documents, the Working Capital Facility Documents and any Pari Passu
Indebtedness Documents.  Secured Parties means, collectively, (i) the
Working Capital Facility Collateral Agent and the Working Capital Facility
Lenders, (ii) the Existing Notes Collateral Agent, the Existing Notes
Trustee, and the Existing Notes Noteholders, (iii) the Interim Notes
Collateral Agent, the Interim Notes Trustee and the Interim Notes Noteholders,
and (iv) the Pari Passu Collateral Agent and the Pari Passu Lenders.  Senior Indebtedness means, collectively, (i) Working
Capital Facility Indebtedness, (ii) the Interim Notes Indebtedness, and (iii) the
Pari Passu Indebtedness.  Senior Subordinated Secured Parties means,
collectively, (i) the Interim Notes Collateral Agent and the Interim Notes
Noteholders, (ii) the Pari Passu Collateral Agent and the Pari Passu
Lenders, and (iii) each other Person that from time to time holds such
Obligations.  Series of Secured Debt means,
severally, each of Working Capital Facility Indebtedness, Notes Indebtedness
and the Pari Passu Indebtedness.  Shared Collateral means Collateral that
secures each of the Working Capital Facility Obligations, the Notes Obligations
and any Pari Passu Obligations, provided that the Shared Collateral with
respect to Existing Notes Indebtedness and Pari Passu Indebtedness shall not
include the assets and Capital Stock of Guarantors that hold the Companys 24
GHz or 39 GHz FCC Licenses.  Standard & Poors means Standard &
Poors Corporation.  Subsidiary means, with respect to any
specified Person:  (1)any corporation, association or other business
entity of which more than 50% of the total voting power of shares of Capital
Stock entitled (without regard to the occurrence of any contingency and after
giving effect to any voting agreement or stockholders agreement that
effectively transfers voting power) to vote in the election of directors,
managers or trustees of the corporation, association or other business entity
is at the time owned or controlled, directly or indirectly, by that Person or
one or more of the other Subsidiaries of that Person (or a combination
thereof); and  (2)any partnership (a) the sole general partner or
the managing general partner of which is such Person or a subsidiary of such
Person or (b) the only general partners of which are such Person or of one
or more Subsidiaries of such Person (or any combination thereof).  Trustee shall include, in addition to the
Existing Notes Trustee and Interim Notes Trustee referred to in the recitals
hereto, the then acting collateral agent under the Indentures then in effect
and any successor thereto exercising substantially the same rights and powers,
or if  15


there is no acting
collateral agent under the Indentures then in effect, the Noteholders holding a
majority in principal amount of Notes Indebtedness then outstanding.  UCC means the Uniform Commercial Code as in
effect in the State of New York or any other applicable jurisdiction  Unrestricted Subsidiary means any
Subsidiary of the Company that is designated by the Board of Directors of the
Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of
Directors, but only to the extent such Subsidiary:  (1)has no Indebtedness other than Non-Recourse
Indebtedness;  (2)except as permitted by Section 5.11 to
the Indentures, is not a party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of the Company
unless the terms of any such agreement, contract, arrangement or understanding
are no less favorable to the Company or such Restricted Subsidiary other than
those that might be obtained at the time from Persons who are not Affiliates of
the Company or any Restricted Subsidiary;  (3)is a Person with respect to which neither the Company
nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to
subscribe for additional Equity Interests or (B) to maintain or preserve
such Persons financial condition or to cause such Person to achieve any
specified levels of operating results; and  (4)has not guaranteed or otherwise directly or
indirectly provided credit support for any Indebtedness of the Company or any
of its Restricted Subsidiaries.  Voting Stock of any specified Person as of
any date means the Capital Stock of such Person that is at the time entitled to
vote in the election of the Board of Directors of such Person.  Working Capital Facility has the meaning
assigned to such term in the Interim Notes Indenture.  Working Capital Facility Collateral means
all of the assets of any Obligor, whether real, personal or mixed, with respect
to which a Lien is granted as security for any Working Capital Facility
Obligations.  Working Capital Facility Collateral Agent
means, at any time, the Person serving at such time as the Collateral Agent
under the Working Capital Facility or any other representative then most
recently designated in accordance with the applicable provisions of the Working
Capital Facility, together with its successors in such capacity.  Working Capital Facility Debt Cap means the
principal amount outstanding under the Working Capital Facility in an aggregate
principal amount not to exceed 110% of the amount at any one time outstanding
under clause (1) of Section 5.09 of the Interim Notes Indenture
(with letters of credit being deemed to have a principal amount equal to the
maximum potential liability of the Company thereunder) not to exceed
$50,00,000, less the aggregate amount of all Net Proceeds of Asset Sales
applied by the Company to repay any Indebtedness under the  16


Working Capital Facility and
effect a corresponding permanent commitment reduction thereunder pursuant to Section 5.10
of the Interim Notes Indenture.  Working Capital Facility Documents means
the Working Capital Facility, the Working Capital Facility Security Documents,
and all agreements governing or relating to any Working Capital Facility
Obligations.  Working Capital Facility
Indebtedness means:  (1)Indebtedness of the Company,
the Guarantors and the guarantors under the Working Capital Facility Agreement
that was permitted to be incurred and secured under each applicable Secured
Debt Document (or as to which the lenders under the Working Capital Facility
Agreement obtained an Officers Certificate at the time of incurrence to the
effect that such Indebtedness was permitted to be incurred and secured by all
applicable Secured Debt Documents); and  (2)Hedging Obligations incurred to hedge or manage
interest rate risk with respect to Working Capital Facility Indebtedness; provided,
that:  (a)such Hedging Obligations are
secured by a Working Capital Facility Lien on all of the assets that secure
Indebtedness under the Working Capital Facility Agreement; and  (b)such Working Capital
Facility Lien is senior to or on a parity with the Working Capital Facility
Liens securing Indebtedness under the Working Capital Facility Agreement.  Working Capital Facility Lenders means the
Persons holding Working Capital Facility Indebtedness.  Working Capital Facility Lien means a Lien
granted by a Working Capital Facility Security Document to the Working Capital
Facility Collateral Agent (or any Working Capital Facility Lender or other
representative of the Working Capital Facility Lenders), at any time, upon any
assets of the Company, any Guarantor or any guarantor under the Working Capital
Facility Agreement to secure Working Capital Facility Obligations.  Working Capital Facility Obligations means
the Working Capital Facility Indebtedness and all other Obligations in respect
of Working Capital Facility Indebtedness.  Working Capital Facility Security Documents
means this Agreement and all security agreements, pledge agreements, collateral
assignments, mortgages, deeds of trust, collateral agency agreements, control
agreements or other grants or transfers for security executed and delivered by
the Company or any Guarantor creating (or purporting to create) a Working
Capital Facility Lien upon collateral in favor of the Working Capital Facility
Collateral Agent, in each case, as amended, modified, renewed, restated or
replaced, in whole or in part, from time to time, in accordance with its terms.  17


Section 2. Lien
Priorities.  2.1Acknowledgment of Liens.  (a)The Existing Notes Collateral Agent hereby acknowledges that
(i) the Interim Notes Collateral Agent, acting for and on behalf of the
Interim Notes Trustee and the Interim Notes Noteholders, has been granted Liens
upon the Interim Notes Collateral pursuant to the Interim Notes Collateral
Documents to secure the Interim Notes Obligations, (ii) to the extent any
Working Capital Facility Indebtedness is outstanding, the Working Capital
Facility Collateral Agent, acting for and on behalf of Working Capital Facility
Lenders, shall be granted Liens upon the Working Capital Facility Collateral
pursuant to the Working Capital Facility Documents to secure the Working
Capital Facility Obligations (subject to the principal amount thereof not
exceeding the Working Capital Facility Debt Cap) and (iii) to the extent
any Pari Passu Indebtedness is outstanding, the Pari Passu Collateral Agent,
acting for and on behalf of the Pari Passu Lenders, has been granted Liens upon
the Pari Passu Collateral pursuant to the Pari Passu Indebtedness Documents to
secure the Pari Passu Obligations (subject to the principal amount thereof not
exceeding the Pari Passu Indebtedness Cap).  (b)The Interim Notes Collateral Agent hereby acknowledges that (i) the
Existing Notes Collateral Agent, acting for and on behalf of the Existing Notes
Trustee and the Existing Notes Noteholders, has been granted Liens upon the
Existing Notes Collateral pursuant to the Existing Notes Collateral Documents
to secure the Existing Notes Obligations, (ii) to the extent any Working
Capital Facility Indebtedness is outstanding, the Working Capital Facility
Collateral Agent, acting for and on behalf of Working Capital Facility Lenders,
has been granted Liens upon the Working Capital Facility Collateral pursuant to
the Working Capital Facility Documents to secure the Working Capital Facility
Obligations (subject to the principal amount thereof not exceeding the Working
Capital Facility Debt Cap) and (iii) to the extent any Pari Passu Indebtedness
is outstanding, the Pari Passu Collateral Agent, acting for and on behalf of
the Pari Passu Lenders, has been granted Liens upon the Pari Passu Collateral
pursuant to the Pari Passu Indebtedness Documents to secure the Pari Passu
Obligations (subject to the principal amount thereof not exceeding the Pari
Passu Indebtedness Cap).  2.2Subordination.  Notwithstanding the order or time of
attachment, or the order, time or manner of perfection, or the order or time of
filing or recordation of any document or instrument, or other method of
perfecting a Lien in favor of the Working Capital Facility Collateral Agent or
any Working Capital Facility Lender, the Existing Notes Collateral Agent or any
Existing Notes Noteholder, the Interim Notes Collateral Agent or any Interim
Notes Noteholder, the Pari Passu Collateral Agent or any holder of any Pari
Passu Indebtedness, in each case in any Shared Collateral, and notwithstanding
any conflicting provisions, terms or conditions of the UCC or any other
applicable law or the Existing Notes Documents, the Interim Notes Documents,
the Pari Passu Indebtedness Documents or the Working Capital Facility Documents
or any other circumstance whatsoever, each of the Authorized Representatives
hereby agree that:  (a)any Lien on the Working Capital Facility Collateral securing
any or all of the Working Capital Facility Obligations (subject to the
principal amount thereof not exceeding the Working Capital Facility Debt Cap)
now or hereafter held by the Working Capital Facility  18


Collateral
Agent shall be senior and prior to any Lien on the Shared Collateral securing
any or all of the Existing Notes Obligations, the Interim Notes Obligations or
the Pari Passu Obligations, whether or not any such Liens securing any of the
Working Capital Facility Obligations are subordinated to any Lien securing any
other obligation of the Company or any Guarantor, in each case, on the terms
and in the manner set forth in this Agreement;  (b)any Lien on the Shared Collateral securing any or all of the
Interim Notes Obligations or the Pari Passu Obligations now or hereafter held
by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent,
respectively, shall be senior and prior to any Lien on the Shared Collateral
securing any or all of the Existing Notes Obligations, whether or not any such
Liens securing any of the Interim Notes Obligations and the Pari Passu
Obligations are subordinated to any Lien securing any other obligation of the Company
or any Guarantor, in each case, on the terms and in the manner set forth in
this Agreement;  (c)any Lien on the Shared Collateral now or hereafter held by
the Existing Notes Collateral Agent, the Interim Notes Collateral Agent or the
Pari Passu Collateral Agent, regardless of how acquired, shall be junior and
subordinate in all respects to all Liens on the Shared Collateral securing any
or all of the Working Capital Facility Obligations (subject to the principal
amount thereof not exceeding the Working Capital Facility Debt Cap); and  (d)any Lien on the Shared Collateral now or hereafter held by
the Existing Notes Collateral Agent, regardless of how acquired, shall be
junior and subordinate in all respects to all Liens on the Shared Collateral
securing any or all of the Interim Notes Obligations and the Pari Passu
Obligations.  2.3Pari Passu Liens.  Notwithstanding the order or time of
attachment, or the order, time or manner of perfection, or the order or time of
filing or recordation of any document or instrument, or other method of
perfecting a Lien in favor of the Interim Notes Collateral Agent or the Pari
Passu Collateral Agent in the Shared Collateral , and notwithstanding any
conflicting provisions, terms or conditions of the UCC or any other applicable
law or the Interim Notes Documents or the Pari Passu Indebtedness Documents or
any other circumstance whatsoever, the Interim Notes Collateral Agent (on
behalf of itself and the Interim Notes Noteholders) and the Pari Passu
Collateral Agent (on behalf of itself and the Pari Passu Lenders) each hereby
agree that any Lien on the Shared Collateral securing any or all of the Pari
Passu Obligations (subject to the principal amount thereof not exceeding the
Pari Passu Indebtedness Cap) now or hereafter held by the Pari Passu Collateral
Agent or any Pari Passu Lender and securing any or all of the Interim Notes
Obligations now or hereafter held by the Interim Notes Collateral Agent or any
Interim Notes Noteholder, will to be pari passu to one another, in each case,
regardless of the time or order of attachment or perfection, and otherwise on
the terms and in the manner set forth in this Agreement.  2.4Prohibition on Contesting
Liens.  Each of the Authorized
Representatives (for itself and on behalf of each other Secured Party of the Series of
Secured Debt with respect to which it is acting in such capacity) agrees that
it shall not (and hereby waives any right to) contest or support any other
Person in contesting, in any proceeding (including, without limitation, any
Insolvency Proceeding), the priority, validity or enforceability of a Lien held
by, or purported to be granted to, (i) the Working Capital Facility
Collateral Agent or any of the Working Capital Facility Lenders in any of the  19


Working Capital Facility
Collateral, (ii) the Interim Notes Collateral Agent or any of the Interim
Notes Noteholders in any of the Interim Notes Collateral, (iii) the Pari
Passu Collateral Agent or any of the Pari Passu Lenders in any of the Pari
Passu Collateral, or (iv) the Existing Notes Collateral Agent or any of
the Existing Notes Noteholders in any of the Existing Notes Collateral.  2.5No New Liens.  (a)After the incurrence of the Working Capital Facility
Obligations and until the Discharge of Working Capital Facility Obligations, (i) the
Existing Notes Collateral Agent agrees, for itself and on behalf of each
Existing Notes Noteholder, that the Existing Notes Collateral Agent and each
Existing Notes Noteholder shall not demand or receive any Lien upon any assets
or properties of any Obligor unless the Working Capital Facility Collateral
Agent has been granted a Lien on such assets or properties which is senior and
prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) the
Interim Notes Collateral Agent agrees, for itself and on behalf of each Interim
Notes Noteholder, that the Interim Notes Collateral Agent and each Interim
Notes Noteholder shall not demand or receive any Lien upon any assets or
properties of any Obligor unless the Working Capital Facility Collateral Agent
has been granted a Lien on such assets or properties which is senior and prior
to the Liens thereon of the Interim Notes Collateral Agent; (iii) the Pari
Passu Collateral Agent agrees, for itself and on behalf of each Pari Passu
Lender, that the Pari Passu Collateral Agent and each Pari Passu Lender shall
not demand or receive any Lien upon any assets or properties of any Obligor
unless the Working Capital Facility Collateral Agent has been granted a Lien on
such assets or properties which is senior and prior to the Liens thereon of the
Pari Passu Collateral Agent and the Pari Passu Lenders; and (iv) the
parties hereto agree that, to the extent that the foregoing provisions of this Section 2.5(a) are
not complied with for any reason, after the date hereof, any amounts received
by or distributed to the Existing Notes Collateral Agent and/or the Existing
Notes Noteholders, the Interim Notes Collateral Agent and/or the Interim Notes
Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lenders,
or any of them pursuant to or as a result of Liens granted in contravention of
this Section 2.5(a) shall be subject to Section 4.1.  (b)Until the Discharge of Interim Notes Obligations, (i) the
Existing Notes Collateral Agent agrees, for itself and on behalf of each
Existing Notes Noteholder, that the Existing Notes Collateral Agent and each
Existing Notes Noteholder shall not demand or receive any Lien upon any assets
or properties of any Obligor unless the Interim Notes Collateral Agent has been
granted a Lien for the benefit of itself and the Interim Notes Noteholders on
such assets or properties which is senior and prior to the Liens thereon of the
Existing Notes Collateral Agent and the Existing Notes Noteholders; (ii) 
the Pari Passu Collateral Agent agrees, for itself and on behalf of each Pari
Passu Lender, that the Pari Passu Collateral Agent and each Pari Passu Lender
shall not demand or receive any Lien upon any assets or properties of any
Obligor unless the Interim Notes Collateral Agent has been granted a Lien on
such assets or properties which is pari passu in rank with the Liens thereon of
the Pari Passu Collateral Agent and the Pari Passu Lenders; and (iii) the
parties hereto agree that, to the extent that the foregoing provisions of this Section 2.5(b) are
not complied with for any reason, after the date hereof, any amounts received
by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes
Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lenders,
or any of them pursuant to or as a result of Liens granted in contravention of
this Section 2.5(b) shall be subject to Section 4.1.  20


Section 3. Enforcement.  3.1Exercise of Remedies.  (a)With respect to any Shared Collateral, subject to the
provisions of Section 3.1(b), (i) only the Controlling Collateral
Agent shall act or refrain from acting with respect to any Enforcement Action against
the Shared Collateral (including with respect to any intercreditor agreement
with respect to any Shared Collateral) and shall have the right to instruct the
Authorized Representatives of the Non-Controlling Secured Parties to act or
refrain from acting with respect to any Enforcement Action against the Shared
Collateral, (ii) the Authorized Representatives of the Non-Controlling
Secured Parties shall follow all instructions with respect Enforcement Actions
against such Shared Collateral (including with respect to any intercreditor
agreement with respect to any Shared Collateral) from any representative of the
Controlling Collateral Agent (and shall not comply with instructions with
respect to Enforcement Actions against such Shared Collateral from any other
Secured Party (other than the Controlling Collateral Agent)) and (iii) no
Authorized Representative of any Non-Controlling Secured Party or other Secured
Party (other than the Controlling Collateral Agent) shall, or shall have the
right to, take any Enforcement Action against any Shared Collateral, it being
agreed that only the Controlling Collateral Agent shall be entitled to take any
such Enforcement Action with respect to Shared Collateral.  Notwithstanding the equal priority of the
Liens, the Controlling Collateral Agent may deal with the Shared Collateral
without regard to the equal priority Lien of the Non-Controlling Secured
Parties on such Collateral.  No
Authorized Representative of any Non-Controlling Secured Party nor any
Non-Controlling Secured Party will contest, protest or object to any
Enforcement Action brought by the Controlling Collateral Agent or Controlling
Secured Party, or any other exercise by the Controlling Collateral Agent or
Controlling Secured Party of any rights and remedies relating to the Shared
Collateral, in each case above in compliance with applicable law and this
Agreement, or support any other Person in so contesting, protesting or
objecting.  The foregoing shall not be
construed to limit the rights and priorities of any Secured Party, the
Controlling Collateral Agent or any Authorized Representative with respect to
any collateral not constituting Shared Collateral.  No Authorized Representative of any
Non-Controlling Secured Party will commence, or join with any Person (other
than the Controlling Collateral Agent upon the request thereof) in commencing
any Insolvency Proceeding against any Obligor or any Enforcement Action with
respect to any Lien held by it on the Shared Collateral.  (b)Notwithstanding the foregoing, however, any Authorized
Representative may:  (i)file a claim or statement of
interest with respect to its Obligations in any Insolvency Proceeding commenced
by or against one or more Obligors;  (ii)take any action (not adverse
to the priority status of the Liens on the Shared Collateral or the rights of
the Controlling Collateral Agent to exercise remedies in respect thereof) in
order to create, perfect, preserve or protect its Lien on the Shared
Collateral;  (iii)file any necessary
responsive or defensive pleadings in opposition to any motion, claim, adversary
proceeding or other pleading made by any person objecting to or  21


otherwise seeking the
disallowance of the claims of the Controlling Collateral Agent or of any other
Secured Parties including any claims secured by the Collateral, if any, in each
case in accordance with the terms of this Agreement;  (iv)vote on any plan of
reorganization, file any proof of claim, make other filings and make any
arguments and motions that are, in each case, in accordance with the terms of
this Agreement, with respect to the Obligations and the Shared Collateral; or  (v)exercise any of its rights
or remedies with respect to the Collateral or commence an Insolvency Proceeding
against any Obligor after the termination of the 180-day period specified in Section 3.1(e) to
the extent permitted by Section 3.1(e).  (c)Subject to Section 3.1(e) below, in
exercising rights and remedies with respect to the Shared Collateral, the
Controlling Collateral Agent may enforce the provisions of the Collateral
Documents and exercise remedies thereunder, all in such order and in such
manner as it may determine in the exercise of its sole discretion.  Such exercise and enforcement shall include,
without limitation, the rights of an agent appointed by it to sell or otherwise
dispose of Shared Collateral upon foreclosure, to incur expenses in connection
with such sale or disposition, and to exercise all the rights and remedies of a
secured party under the UCC of any applicable jurisdiction and of a secured
creditor under the Bankruptcy Code or similar laws of any applicable
jurisdiction.  Without limiting the
generality of the foregoing, except as expressly provided above in Sections
3.1(b) or in Section 6.4(b), the sole right of the
Non-Controlling Secured Parties is to hold a Lien on the Shared Collateral
pursuant to the applicable Collateral Documents for the period and to the
extent granted therein and to receive a share of the proceeds thereof, if any,
pursuant to Section 4.1.  (d)Subject to Section 3.1(e) below, each of
the Non-Controlling Secured Parties hereby waives any and all rights it may
have as a junior lien creditor or otherwise to object to the manner in which
the Controlling Collateral Agent seeks to enforce or collect any Obligations or
any Liens granted in any of the Shared Collateral, to the extent such
enforcement or collection is in accordance with applicable law and not
inconsistent with this Agreement.  (e)Notwithstanding anything to the contrary set forth herein,
in the event of the failure of the Company to make any payment in respect of (i) any
Notes Indebtedness in accordance with the terms of the Notes Documents or upon
the occurrence of any other Event of Default under any of the  Notes Documents and for so long as such Event
of Default under any of  the Notes
Documents is continuing, subject at all times to the provisions of Sections
2.2 and 4.1 hereof, or (ii) the Pari Passu Indebtedness in
accordance with the terms of the Pari Passu Indebtedness Documents or upon the
occurrence of any other Event of Default under the Pari Passu Indebtedness
Documents and for so long as such Event of Default under the Pari Passu
Indebtedness Documents is continuing, subject at all times to the provisions of
Sections 2.2 and 4.1 hereof, in each case, commencing one hundred
eighty (180) days after the receipt by the Working Capital Facility Collateral
Agent of the declaration by the Trustee or the Existing Notes Collateral Agent
or the Interim Notes Collateral Agent, on the one hand, or Pari Passu
Collateral Agent, on the other hand, of such Event of Default under any of  the Notes Documents or Pari Passu
Indebtedness Documents, as applicable, and of the written demand by the Trustee
or the Existing Notes Collateral Agent or the Interim Notes Collateral Agent,
on the one hand, or the  22


Pari
Passu Collateral Agent, on the other hand, to the Company for the accelerated
payment of any or all Notes Obligations or Pari Passu Obligations, as
applicable (unless any Obligor is subject to an Insolvency Proceeding by reason
of which such declaration and the making of such demand is stayed, in which
case, commencing on the date of the commencement of such Insolvency
Proceeding), the Trustee or the Existing Notes Collateral Agent (except as
prohibited by any other provision of this Agreement, including paragraph (f) below)
or the Interim Notes Collateral Agent, on the one hand, or the Pari Passu
Collateral Agent, on the other hand, may take any action described in Section 3.1(a) above
with respect to its Liens on the Shared Collateral but only so long as the
Working Capital Facility Collateral Agent is not already diligently pursuing
the exercise of its enforcement rights or remedies against, or diligently
attempting to vacate any stay of enforcement of its Liens on, all or any
material portion of the Shared Collateral, in the case of the Existing Notes
Collateral Agent or the Interim Notes Collateral Agent and the Existing Notes
Noteholders or Interim Notes Noteholders, as applicable, and the Pari Passu
Collateral, in the case of the Pari Passu Collateral Agent and the Pari Passu
Lenders (including, without limitation, any of the following: subject to
applicable laws, the solicitation of bids from third parties to conduct the
liquidation of all or any material portion of the Shared Collateral, the
engagement or retention of sales brokers, marketing agents, investment bankers,
accountants, auctioneers or other third parties for the purpose of valuing,
marketing, promoting and selling a material portion of the Shared Collateral,
the notification of account debtors to make payments to the Working Capital
Facility Collateral Agent or its agent, any action to take possession of all or
any material portion of the Shared Collateral or commencement of any legal
proceedings or actions against or with respect to all or any material portion
of the Shared Collateral).  (f)Notwithstanding anything to the contrary set forth herein,
in the event of the failure of the Company to make any payment in respect of (i) the
Existing Notes Indebtedness in accordance with the terms of the Existing Notes
Documents or upon the occurrence of any other Event of Default under the
Existing Notes Documents and for so long as such Event of Default under the
Notes Documents is continuing, subject at all times to the provisions of Sections
2.2 and 4.1 hereof, or (ii) the Pari Passu Indebtedness in
accordance with the terms of the Pari Passu Indebtedness Documents or upon the
occurrence of any other Event of Default under the Pari Passu Indebtedness
Documents and for so long as such Event of Default under the Pari Passu
Indebtedness Documents is continuing, subject at all times to the provisions of
Sections 2.2 and 4.1 hereof, in each case, commencing one hundred
eighty (180) days after the later of (i) the Discharge of Working Capital
Facility Obligations (if any) and (ii) receipt by the Interim Notes
Collateral Agent of the declaration by the Existing Notes Trustee or the
Existing Notes Collateral Agent, on the one hand, or Pari Passu Collateral
Agent, on the other hand, of such Event of Default under the Existing Notes
Documents or Pari Passu Indebtedness Documents, as applicable, and of the
written demand by the Existing Notes Trustee or the Existing Notes Collateral
Agent, on the one hand, or the Pari Passu Collateral Agent, on the other hand,
to the Company for the accelerated payment of all Existing Notes Obligations or
Pari Passu Obligations, as applicable (unless any Obligor is subject to an
Insolvency Proceeding by reason of which such declaration and the making of
such demand is stayed, in which case, commencing on the date of the
commencement of such Insolvency Proceeding), the Existing Notes Trustee or the
Existing Notes Collateral Agent, on the one hand, or the Pari Passu Collateral
Agent, on the other hand, may take any action described in Section 3.1(a) above
with respect to its Liens on the Collateral but only so long as the Interim
Notes Collateral Agent is not  23


already
diligently pursuing the exercise of its enforcement rights or remedies against,
or diligently attempting to vacate any stay of enforcement of its Liens on, all
or any material portion of the Shared Collateral, in the case of the Existing
Notes Collateral Agent and the Existing Notes Noteholders, and the Pari Passu
Collateral, in the case of the Pari Passu Collateral Agent and the Pari Passu
Lenders (including, without limitation, any of the following: subject to
applicable laws, the solicitation of bids from third parties to conduct the
liquidation of all or any material portion of the Shared Collateral, the
engagement or retention of sales brokers, marketing agents, investment bankers,
accountants, auctioneers or other third parties for the purpose of valuing,
marketing, promoting and selling a material portion of the Shared Collateral,
the notification of account debtors to make payments to the Interim Notes Collateral
Agent or its agent, any action to take possession of all or any material
portion of the Shared Collateral or commencement of any legal proceedings or
actions against or with respect to all or any material portion of the Shared
Collateral).  Section 4. Payments.  4.1Application of Proceeds and
Payments Over.  Each
Authorized Representative on its own behalf and on behalf of each other Secured
Party of the Series of Secured Debt with respect to which it is acting in
such capacity (and each such Secured Party by its acceptance of the benefits of
the Secured Debt Documents) hereby agrees that if it shall obtain possession of
any Shared Collateral or shall realize any proceeds or payment in respect of
any such Shared Collateral pursuant to any Collateral Document or by the
exercise of any rights available to it under applicable law or in any
Insolvency Proceedings or through any other exercise of remedies or the taking
of any other Enforcement Action, then it shall hold such Shared Collateral,
proceeds or payment in trust for the other Secured Parties and promptly
transfer such Shared Collateral, proceeds or payment, as the case may be, to
the Controlling Collateral Agent, and any proceeds or payment (collectively, Proceeds),
shall be applied in the following order:  (a)FIRST, to the fees and expenses of, and reimbursements and
indemnification owed to, the Controlling Collateral Agent under this Agreement
and under the Secured Debt Documents to which it is a party that are unpaid as
of the applicable date of receipt of such Proceeds, and to any Secured Party
which has theretofore advanced or paid any such fees and expenses of, and
reimbursements and indemnification owed to, the Controlling Collateral Agent in
an amount equal to the amount thereof so advanced or paid by such Secured
Party;  (b)SECOND, to the fees and expenses of, and reimbursements and
indemnification that do not relate to the Collateral or the exercise of rights
and remedies with respect to thereto (which would be the subject of clause
FIRST above) owed to the Working Capital Facility Collateral Agent pursuant to
the Working Capital Facility Agreement;  (c)THIRD to the fees and expenses of, and reimbursements and
indemnification that do not relate to the Collateral or the exercise of rights
and remedies with respect to thereto (which would be the subject of clause
FIRST above) owed to the Notes Collateral Agent pursuant to the Notes Documents
and the Pari Passu Collateral Agent pursuant to the Pari Passu Indebtedness
Documents, Equally and Ratably,  24


(d)FOURTH, to the payment in cash of the Working Capital
Facility Obligations then due and owing;  (e)FIFTH, to the payment in cash of the Interim Notes
Obligations then due and owing and any Pari Passu Obligations then due and
owing, Equally and Ratably (after giving effect to any payments previously made
under this Section),  (f)SIXTH, to the payment in cash of the Existing Notes
Obligations then due and owing, and  (g)SEVENTH, to the Company and the Guarantors or their
successors or assigns, as their interests may appear, or to whosoever may be
lawfully entitled to receive the same or as a court of competent jurisdiction
may direct.  Section 5. Other
Agreements.  5.1Releases.  (a)If, in connection with the exercise of the Controlling
Collateral Agents remedies in respect of the Shared Collateral provided for in
Section 3.1, or, during the continuance any matured event of
default under the Working Capital Facility Documents, in connection with a
Disposition in lieu of foreclosure or other exercise of remedies on any of
Shared Collateral by any Obligor at the written direction, or with the
approval, of the Controlling Collateral Agent or the Controlling Collateral
Agent for itself or on behalf of any of the Controlling Secured Parties, the
Controlling Collateral Agent releases any of its Liens on any part of the
Shared Collateral, then all Liens on such Shared Collateral in favor of any
Secured Party (other than any such Liens on Proceeds, which shall continue
notwithstanding such release) shall be automatically, unconditionally and
simultaneously released, provided that the Proceeds of such Shared Collateral
are applied to repay the Obligations in accordance with Section 4.1.  (b)If in connection with any sale, lease, exchange, transfer or
other disposition of any Shared Collateral (collectively, a Disposition)
permitted under the terms of each of the Working Capital Facility Documents,
the Notes Documents and the Pari Passu Indebtedness Documents (other than in
connection with the exercise of the Controlling Collateral Agents remedies or
any other Enforcement Action in respect of the Shared Collateral provided for
in Section 3.1), the Controlling Collateral Agent, for itself or on
behalf of any of the Controlling Secured Parties, releases its Liens on any of
the Shared Collateral, other than in connection with, or in anticipation of,
the Discharge of Working Capital Facility Obligations, then the Existing Notes
Liens, the Interim Notes Liens and the Pari Passu Liens on such Shared
Collateral shall be automatically, unconditionally and simultaneously released;
provided, that the Existing Notes Liens and Interim Notes Liens
upon the Shared Collateral securing the Notes Obligations shall not be released
if the Disposition is subject to Section 6.01 of the Interim Notes
Indenture.  (c)If (i) the Required Working Capital Facility Lenders,
the Required Noteholders under the Notes Documents and the Required Pari Passu
Lenders under the Pari Passu Indebtedness Documents consent to a release of any
or all of the Shared Collateral, and (ii) the Company delivers an Officers
Certificate to the Working Capital Facility Collateral Agent,  25


the
Notes Collateral Agent and the Pari Passu Collateral Agent certifying that all
such necessary consents have been obtained, the Working Capital Facility
Collateral Agent, for itself and for the benefit of the Working Capital
Facility Lenders, the Notes Collateral Agent, for itself and for the benefit of
the Noteholders, and the Pari Passu Collateral Agent, for itself and for the
benefit of the Pari Passu Lenders, shall unconditionally and simultaneously
release their Liens on such Shared Collateral.  (d)If the guarantee of the Notes Indebtedness by a Guarantor is
released in accordance with the Notes Documents, the Liens on the Shared
Collateral securing such guarantee of such Guarantor shall be automatically,
unconditionally and simultaneously released.  (e)If the guarantee of the Working Capital Facility
Indebtedness by a Guarantor is released in accordance with the Working Capital
Facility Documents, the Working Capital Facility Liens on the Shared Collateral
of such Guarantor shall be automatically, unconditionally and simultaneously
released.  (f)If the guarantee of the Pari Passu Indebtedness by a
Guarantor is released in accordance with the Pari Passu Indebtedness Documents,
the Pari Passu Liens on the Shared Collateral of such Guarantor shall be
automatically, unconditionally and simultaneously released.  provided, that, in each case, the
Controlling Collateral Agent and each Trustee have received all documentation,
if any, that may be required by the Trust Indenture Act in connection
therewith.  In connection with any
release of Collateral as provided for above, the Controlling Collateral Agent
will promptly execute any release documentation with respect thereto reasonably
requested by the Company.  (g)Each of the Authorized Representatives hereby irrevocably
constitutes and appoints the Controlling Collateral Agent and any officer or
agent of the Controlling Collateral Agent, with full power of substitution, as
its true and lawful attorney-in-fact with full irrevocable power and authority
in the place and stead of such Authorized Representative, or in the Controlling
Collateral Agents name, from time to time in the Controlling Collateral Agents
discretion, for the purpose of carrying out the terms of this Section 5.1,
to take any and all appropriate action and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of
this Section 5.1, including, without limitation, any financing
statement amendments, endorsements or other instruments or transfer or release.  This power is coupled with an interest and
shall be irrevocable.  5.2Insurance.  The Controlling Collateral Agent shall have
the sole and exclusive right, subject to the rights of the Company under the
relevant Collateral Documents, to adjust settlement for any insurance policy
covering any Shared Collateral in the event of any loss thereunder and to
approve any award granted in any condemnation or similar proceeding affecting
any Shared Collateral.  All proceeds of
any such policy and any such award shall be paid to the Controlling Collateral
Agent for distribution in accordance with Section 4.1.  If any Secured Party shall, at any time,
receive any proceeds of any such insurance policy or any such award in
contravention of this Agreement, it shall pay such proceeds over to the
Controlling Collateral Agent in accordance with the terms of Section 4.1.  26


5.3Amendments to Documents.  (a)           The Working Capital Facility
Documents, the Existing Notes Documents, the Interim Notes Documents and the
Pari Passu Indebtedness Documents may be amended, supplemented or otherwise
modified in accordance with their terms and the Working Capital Facility
Indebtedness, the Existing Notes Indebtedness, the Interim Notes Indebtedness
and the Pari Passu Indebtedness may be refinanced, in each case, without notice
to, or the consent of any of the parties hereto, all without affecting the lien
subordination or other provisions of this Agreement; provided, that
the holders of such refinancing debt bind themselves in a writing addressed to
each of the parties hereto to the terms of this Agreement, and provided,
that no such amendment, supplement, modification or refinancing shall
result in the Working Capital Facility Indebtedness exceeding, or being
permitted to exceed, the Working Capital Facility Debt Cap.  (b)The Company and the Existing Notes Collateral Agent agree
that each Existing Notes Collateral Document shall include the following
caption (appropriately modified to conform to definitions applicable thereto):  THIS [AGREEMENT][INDENTURE]
AND THE RIGHTS OF THE PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE
OMNIBUS INTERCREDITOR AGREEMENT DATED AS OF DECEMBER 7, 2009, BETWEEN [               ]
AND THE OTHER CREDITORS PARTY THERETO FROM TIME TO TIME, AND THE [COMPANY AND
THE GUARANTORS][COMPANY AND THE OTHER [GRANTORS][OBLIGORS]], AS AMENDED OR
OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE PROVISIONS THEREOF.  (c)The Company, the Notes Collateral Agent and the Pari Passu
Collateral Agent each agrees that each Notes Collateral Document and Pari Passu
Collateral Document shall include the following caption (appropriately modified
to conform to definitions applicable thereto):  THIS [AGREEMENT][INDENTURE]
AND THE RIGHTS OF THE PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE
OMNIBUS INTERCREDITOR AGREEMENT DATED AS OF DECEMBER 7, 2009, BETWEEN [               ]
AND THE OTHER CREDITORS PARTY THERETO FROM TIME TO TIME, AND THE [COMPANY AND
THE GUARANTORS][COMPANY AND THE OTHER [GRANTORS][OBLIGORS]], AS AMENDED OR
OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE PROVISIONS THEREOF.  provided, however, that if
the jurisdiction in which any such Notes Collateral Document or Pari Passu Collateral
Document will be filed prohibits the inclusion of the language in clause (b) or
(c) above or would prevent a document containing such language from being
recorded, the Working Capital Facility Collateral Agent, the Notes Collateral
Agent and, if applicable, the Pari Passu Collateral Agent, agree, prior to such
Notes Collateral Document or Pari Passu Collateral Document being entered into,
to negotiate in good faith replacement language stating that the Liens granted
under such Notes Collateral Document or Pari Passu Collateral Document is
subject to the provisions of this Agreement.  27


(d)The Company, the Notes Collateral Agent and the Pari Passu
Collateral Agent each agrees that each indenture or other primary debt document
governing the Notes Indebtedness and Pari Passu Indebtedness shall include the
following language (appropriately modified to conform to definitions applicable
thereto):  The
[Lenders][Holders][other applicable term], [by their acceptance of the
[Notes]][by their execution and delivery hereof], hereby irrevocably authorize
and direct the [Agent][Trustee][other applicable term]  to enter into the Omnibus Intercreditor
Agreement [as defined herein] on behalf of the [Agent][Trustee][other
applicable term] and the 
[Lenders][Holders][other applicable term], and agree to be bound by the
provisions thereof as if they were direct signatories thereof, and to take all
actions required to be taken by them in accordance with the provisions thereof,
and to otherwise comply therewith, and irrevocably authorize and direct the
[Agent][Trustee][other applicable term] to take all actions on its or the
[Lenders][Holders][other applicable term] behalf as are necessary to comply
with the provisions thereof.The rights and remedies of
the [Agent][Trustee][other applicable term], on behalf of the
[Lenders][Holders][other applicable term], under this [Agreement][Indenture]
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][Indenture], the terms of the Omnibus Intercreditor Agreement shall
govern and control.  5.4Rights as Unsecured
Creditors.  Except as
otherwise expressly prohibited in this Agreement, each Junior Secured Party may
exercise rights and remedies as an unsecured creditor against any Obligor in
accordance with the terms of the Notes Documents or Pari Passu Indebtedness
Documents, as applicable, and applicable law. 
For the avoidance of doubt, nothing in this Agreement shall prohibit the
receipt by a Junior Secured Party of the required payments of interest on and
principal of the Notes or Pari Passu Obligations, as applicable, so long as
such receipt is not the direct or indirect result of the taking by the Notes
Collateral Agent or any Noteholder, on the one hand, or the Pari Passu
Collateral Agent or any Pari Passu Lender, on the other hand, of any
Enforcement Action in respect of any Lien held by any of them in contravention
of this Agreement.  In the event that a
Junior Secured Party becomes a judgment lien creditor in respect of any Shared
Collateral as a result of its enforcement of its rights as an unsecured
creditor, the judgment lien held by such Junior Secured Party shall be deemed
part of the Obligations held by such Junior Secured Party and shall be
subordinated to the Liens securing the other Obligations held by the other
Junior Secured Parties to the extent provided in this Agreement.  5.5Bailee for Perfection.  (a)           The Controlling Collateral Agent
agrees to hold all of the Shared Collateral in its possession or control (or in
the possession or control of its agents or bailees) as agent for perfection and
bailee for the benefit of and on behalf of the Working Capital FacilityCollateralAgent, the Notes Collateral Agent and the Pari Passu Collateral Agent solely
for the purpose of perfecting the security interest granted in such Shared
Collateral pursuant to the Working Capital Facility Collateral Documents, Notes
Collateral Documents and the Pari Passu Collateral Documents (such provision
being intended, among other things, to satisfy the  28


requirements
of Sections 8-301(a)(2) and 9-313(c) of the UCC),
subject to the terms and conditions of this Section 5.5.  (b)The Controlling Collateral Agent shall not have any
obligation whatsoever to any Junior Secured Party to assure that the Shared
Collateral in the Controlling Collateral Agents possession or control is
genuine or owned by any Obligor or to preserve rights or benefits of any Person
except as expressly set forth in this Section 5.5.  The duties or responsibilities of the
Controlling Collateral Agent under this Section 5.5 shall be limited
solely to holding the Shared Collateral in its possession or control as agent
for perfection and bailee for the Existing Notes Collateral Agent and the
Interim Notes Collateral Agent and the Pari Passu Collateral Agent, as
applicable, for purposes of perfecting the Lien held by the Existing Notes
Collateral Agent and  the Interim Notes
Collateral Agent and the Pari Passu Collateral Agent, as applicable, and to
using the same degree of care with respect to such Shared Collateral as the
Controlling Collateral Agent uses for similar property pledged to it as
collateral for indebtedness generally. 
The Controlling Collateral Agent shall not be liable to any Junior
Secured Party for any action taken or omitted by it hereunder or in connection
herewith, except to the extent of the Controlling Collateral Agents own gross
negligence or willful misconduct as determined by a final non-appealable order
of a court of competent jurisdiction.  (c)The Controlling Collateral Agent shall not have, by reason
of any document, a fiduciary relationship in respect of any Junior Secured
Party.  (d)If (i) the Controlling Collateral Agent is the Working
Capital Facility Collateral Agent, and if any Notes Obligations remain
outstanding upon the Discharge of Working Capital Facility Obligations, the
Working Capital Facility Collateral Agent shall deliver to the Primary Notes
Collateral Agent as successor Controlling Collateral Agent the Shared
Collateral in its possession or control (or in the possession or control of its
agents or bailees) together with any necessary or reasonably requested
endorsements (or otherwise allow the Primary Notes Collateral Agent to obtain
control of such Shared Collateral), or as a court of competent jurisdiction may
otherwise direct, or (ii) the Controlling Collateral Agent is the Primary
Notes Collateral Agent, and if any Pari Passu Indebtedness remains outstanding
upon the Discharge of Interim Notes Obligations, the Primary Notes Collateral
Agent shall deliver to Pari Passu Collateral Agent the Shared Collateral in its
possession or control (or in the possession or control of its agents or
bailees) together with any necessary or reasonably requested endorsements (or
otherwise allow the Pari Passu Collateral Agent to obtain control of such
Shared Collateral), or as a court of competent jurisdiction may otherwise
direct.  The successor Controlling
Collateral Agent agrees to hold any Shared Collateral so received from the
former Controlling Collateral Agent in its possession or control as bailee for
the remaining Authorized Representatives, and to use the same degree of care
with respect to such Shared Collateral as the successor Controlling Collateral
Agent uses for similar property pledged to it as collateral for indebtedness
generally.  5.6Purchase Option.  (a)Upon the occurrence and during the continuance of an Event
of Default or an event of default under the Working Capital Facility Documents
that is not cured or waived within thirty (30) days, the Interim Notes Collateral
Agent on behalf of the Interim Notes  29


Noteholders,
and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after
written demand by the Trustee or the Interim Notes Collateral Agent, on the one
hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company
for the accelerated payment of all Interim Notes Obligations or Pari Passu
Obligations, as applicable, shall have the option at any time upon five (5) Business
Days prior written notice to the Working Capital Facility Collateral Agent to
elect to purchase a portion of the Working Capital Facility Indebtedness from
the Working Capital Facility Lenders, ratably in proportion to the outstanding
Obligations of each outstanding Series of Secured Debt (in each case, the Purchasable
Portion).  Such notice (an Exercise
Notice) from the Interim Notes Collateral Agent or Pari Passu Collateral
Agent, as applicable, to the Working Capital Facility Collateral Agent shall be
irrevocable; provided, that the Interim Notes Collateral Agent or
Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days
following receipt of the information required to be delivered pursuant to
clauses (a) and (b) of the definition of Qualified Indemnification
Claim to revoke such election to purchase such portion of the Working Capital
Facility Indebtedness; provided, further, that such revocation is in
writing duly signed by the Interim Notes Collateral Agent or Pari Passu
Collateral Agent, as applicable, and is received by the Working Capital
Facility Collateral Agent prior to the expiration of such ten-day period.  Neither the Existing Notes Collateral Agent
nor any Existing Notes Noteholder shall have any rights under this Section 5.6.  (b)On the date specified by the Interim Notes Collateral Agent
or Pari Passu Collateral Agent in its respective Exercise Notice (which shall
not be less than five (5) Business Days, nor more than the later of (i) thirty
(30) days after the receipt by the Working Capital Facility Collateral Agent of
the Exercise Notice, and (ii) ten (10) days after receipt by the
Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable,
of the information required to be delivered pursuant to clauses (a) and (b) of
the definition of Qualified Indemnification Claim (the later of such dates,
the Outside Closing Date)), the Working Capital Facility Collateral
Agent and Working Capital Facility Lenders shall sell to the Interim Notes
Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes
Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the
Working Capital Facility Collateral Agent and Working Capital Facility Lenders,
the respective Purchasable Portion; provided, that (A) the
Working Capital Facility Collateral Agent and Working Capital Facility Lenders
shall retain all rights to be indemnified or held harmless by any Obligor in
accordance with the terms of the Working Capital Facility Documents as to
actions or events that occurred or did not occur prior to the closing of the of
the sale of the Working Capital Facility Indebtedness to the Interim Notes
Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain
any rights to the security therefor, and (B) nothing contained in clause (A) above
shall restrict or limit the indemnification rights of any Trustee, the Interim
Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu
Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital
Facility Documents assumed as a result of the purchase of the Working Capital
Facility Indebtedness.  The Working
Capital Facility Collateral Agent hereby represents and warrants that, as of
the date it becomes a party to this Agreement, no approval of any court or
other regulatory or governmental authority is required for such sale.  (c)Upon the date of such purchase and sale, the Interim Notes
Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay
to the Working Capital Facility Collateral Agent, for the benefit of Working
Capital Facility Lenders, as the purchase price therefore, the full amount of
the respective Purchasable Portion of all the Working Capital  30


Facility
Indebtedness then outstanding and unpaid (including principal, interest, fees
and expenses, including reasonable attorneys fees and legal expenses but
excluding any early termination fee or prepayment penalty or premium payable
pursuant to the Working Capital Facility Agreement or any other Working Capital
Facility Document), (ii) furnish cash collateral to the Working Capital
Facility Collateral Agent in such amounts as the Working Capital Facility
Collateral Agent determines is reasonably necessary to secure the Working
Capital Facility Collateral Agent and Working Capital Facility Lenders in
connection with any issued and outstanding letters of credit provided by the
Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or
letters of credit that the Working Capital Facility Collateral Agent has
arranged to be provided by third parties pursuant to the financing arrangements
under the Working Capital Facility Documents of the Working Capital Facility
Collateral Agent and Working Capital Facility Lenders with the Company or any
Obligor) to the Company or any Obligor (but not in any event in an amount
greater than 110% of the aggregate undrawn face amount of such letters of
credit), (iii) agree to reimburse the Working Capital Facility Collateral
Agent and Working Capital Facility Lenders for any checks or other payments
provisionally credited to the Working Capital Facility Indebtedness, and/or as
to which the Working Capital Facility Collateral Agent or Working Capital Facility
Lenders has not yet received final payment and (iv) agree to reimburse the
Working Capital Facility Collateral Agent and Working Capital Facility Lenders
in respect of Qualified Indemnification Claims which in fact result in any
loss, cost, damage or expense (including reasonable attorneys fees and legal
expenses) to the Working Capital Facility Collateral Agent and Working Capital
Facility Lenders; provided, that (A) in no event will the
Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand,
or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand,
have any liability for such amounts in excess of the cash proceeds of Shared
Collateral received by the Interim Notes Collateral Agent or the Pari Passu
Collateral Agent, as applicable, net of (1) the reasonable costs of
collection (including reasonable attorneys fees and legal expenses) incurred
by or on behalf of the Working Capital Facility Collateral Agent or the Working
Capital Facility Lenders in respect of such Shared Collateral and (2) any
amounts that are required to be turned over to the Working Capital Facility
Collateral Agent or the Working Capital Facility Lenders under this Agreement,
including pursuant to Section 6.6, (B) in no event shall the
Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one
hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other
hand, have any such liability for or in respect of any indemnification claims
(other than the Qualified Indemnification Claims), (C) in no event shall
the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any
such liability for any such losses, costs, damages or expenses to the extent
caused by or resulting from the gross negligence or willful misconduct of the
Working Capital Facility Collateral Agent, as determined by a final
non-appealable order of a court of competent jurisdiction, and (D) any
amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu
Collateral Agent pursuant to this clause (c)(iv) shall constitute Working
Capital Facility Obligations.  Such
purchase price and cash collateral shall be remitted by wire transfer in
federal funds to such bank account of the Working Capital Facility Collateral
Agent in New York, New York, as the Working Capital Facility Collateral Agent
may designate in writing to the Interim Notes Collateral Agent and Pari Passu
Collateral Agent for such purpose not less than three (3) Business Days
prior to the date on which such amounts are to be so remitted.  Interest shall be calculated to but excluding
the Business Day on which such purchase and sale shall occur if the amounts so
paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral
Agent, as applicable, to the bank account  31


designated
by the Working Capital Facility Collateral Agent are received in such bank
account prior to 1:00 p.m. (New York City time) and interest shall be
calculated to and including such Business Day if the amounts so paid by the
Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as
applicable, to the bank account designated by the Working Capital Facility
Collateral Agent are received in such bank account later than 1:00 p.m.
(New York City time).  (d)           Such purchase shall be expressly made
without representation or warranty of any kind by the Working Capital Facility
Collateral Agent and Working Capital Facility Lenders as to the Working Capital
Facility Indebtedness or otherwise and without recourse to the Working Capital
Facility Collateral Agent or Working Capital Facility Lenders, except that the
Working Capital Facility Collateral Agent and Working Capital Facility Lenders
shall represent and warrant: (i) the amount of the Working Capital
Facility Indebtedness being purchased, (ii) that the Working Capital
Facility Collateral Agent and Working Capital Facility Lenders own the Working
Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the
Working Capital Facility Collateral Agent and Working Capital Facility Lenders
have the right to assign the Working Capital Facility Indebtedness and the
assignment is duly authorized.  (e)           The Working Capital Facility
Collateral Agent agrees that it shall give the Interim Notes Collateral Agent
and the Pari Passu Collateral Agent five (5) Business Days prior written
notice of its intention to commence the exercise of any enforcement right or
remedy against the Shared Collateral.  In
the event that during such five Business Day period, the Interim Notes
Collateral Agent and the Pari Passu Collateral Agent shall send to the Working
Capital Facility Collateral Agent the irrevocable notice of the Interim Notes
Collateral Agents and the Pari Passu Collateral Agents intention to exercise
the purchase option given by the Working Capital Facility Collateral Agent to
the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6,
the Working Capital Facility Collateral Agent shall not commence any
foreclosure or other action to sell or otherwise realize upon the Shared
Collateral or immediately desist from taking any further action; provided,
that the purchase and sale with respect to the Working Capital Facility
Indebtedness provided for herein shall have closed by the Outside Closing Date
and the Working Capital Facility Collateral Agent shall have received payment
in full of the Working Capital Facility Indebtedness as provided for herein on
or before the Outside Closing Date. 
Nothing contained in this Section 5.6(e) shall restrict
or prohibit the Working Capital Facility Collateral Agent from taking action to
the extent that the Working Capital Facility Collateral Agent, in its good
faith judgment, deems such action to be necessary to preserve or protect the
Shared Collateral.  5.7           Escrow.  In
connection with the issuance of any Series of Secured Debt, any Obligor
may enter into an escrow agreement (each, an Escrow Agreement) with an
escrow agent (each, an Escrow Agent), which may be the Primary Notes
Collateral Agent, the Working Capital Facility Collateral Agent or any Pari
Passu Collateral Agent pursuant to which such Obligor may deposit with such
Escrow Agent, from the proceeds of such Series of Secured Debt, an amount
equal to that amount of interest payments on the Series of Secured Debt
specified in the applicable Working Capital Facility Security Document, Notes
Collateral Document or Pari Passu Collateral Document (the Escrowed
Interest) and may grant a security interest to the applicable Escrow Agent
in such Escrowed Interest to secure all Obligations under such Series of
Secured Debt.  Notwithstanding anything
to the contrary set forth in this Agreement, the Escrowed Interest (and any
earnings thereon) for a Series of Secured Debt shall  32


not secure any Series of
Secured Debt other than the Obligations under the Series of Secured Debt
to which it is pledged and shall be applied to payment of the Series of
Secured Debt it secures in accordance with the terms of the respective Escrow
Agreement and the other Working Capital Facility Documents, Notes Documents or
Pari Passu Indebtedness Documents, as applicable.  5.8           Collateral Shared Equally and Ratably Among Senior
Subordinated Secured Parties.  Unless
otherwise agreed in writing by the Interim Notes Collateral Agent, the Working
Capital Facility Collateral Agent and the Pari Passu Collateral Agent, the
Secured Parties hereby agree that the payment and satisfaction of all of the
Senior Indebtedness will be secured Equally and Ratably by the security
interests in the Shared Collateral established in favor of the Interim Notes
Collateral Agent (for itself and for the benefit of the Interim Notes
Noteholders) and the Pari Passu Collateral Agent (for itself and for the
benefit of the Pari Passu Lenders).  It
is understood and agreed that nothing in this Section 5.8 is
intended to alter the priorities among the Secured Parties and the Working
Capital Facility Collateral Agent and Working Capital Facility Lenders as
provided in Section 2 hereof.  5.9           Voting. 
Following the Discharge of Working Capital Facility Obligations, in
connection with any decision by the Senior Subordinated Secured Parties under
this Agreement, the votes of each Series of Senior Subordinated Secured
Debt entitled to vote thereon shall be cast in the manner provided by, and in
accordance with the decision of the holders of such Series of Senior
Subordinated Secured Debt made pursuant to the terms of the corresponding
Secured Debt Documents.  5.10         Intercreditor Decisions.  (a)           No amendment or supplement to any
Notes Documents or Pari Passu Indebtedness Document that changes the date,
amount or method of calculation of the payment of principal of, or interest or
premium (if any) on the Notes Indebtedness or the Pari Passu Indebtedness, in
an a way that adversely affects the rights of any holder of Notes Indebtedness
or the Pari Passu Indebtedness, will become effective without the consent of
the Interim Notes Collateral Agent and Pari Passu Collateral Agent.  (b)           The Interim Notes Collateral Agent
and the Interim Notes Noteholders, on the one hand, and the Pari Passu
Collateral Agent and the Pari Passu Lenders, on the other hand, may, at any
time and from time to time, without the consent of or notice to any Junior
Secured Party and without impairing or releasing the obligations of any person
under this Agreement, (i) amend any agreement related solely to such Series of
Secured Debt in accordance with the terms thereof, (ii) release anyone
liable in any manner under or in respect of the obligations owing in connection
with such Series of Secured Debt (but only in respect of such
obligations), and (iii) waive any provisions of any agreement related
solely to such Series of Secured Debt.  Section 6. Insolvency
Proceedings.  6.1           Insolvency Proceedings Generally.  This Agreement shall be applicable both
before and after the filing of any petition by or against any Obligor under the
Bankruptcy Code or the commencement of any other Insolvency Proceedings and all
converted or succeeding  33


cases in respect thereof,
and all references herein to any Obligor shall be deemed to apply to the
trustee for any Obligor and any Obligor as debtor-in-possession.  The relative rights of the Working Capital
Facility Collateral Agent, the Interim Notes Collateral Agent, the Pari Passu
Collateral Agent and the Existing Notes Collateral Agent in or to any distributions
from or in respect of any Shared Collateral or proceeds of Collateral shall
continue after the filing of such petition on the same basis as prior to the
date of the petition, subject to any court order approving the financing of, or
use of cash collateral by, any Obligor as debtor-in-possession.  This Agreement shall constitute a subordination
agreement for the purposes of Section 510(a) of the Bankruptcy Code
and shall be enforceable in any Insolvency Proceeding in accordance with its
terms.  6.2           Financing Issues.  (a)            From the incurrence of the Working
Capital Facility Obligations until the Discharge of Working Capital Facility
Obligations, if any Obligor shall be subject to any Insolvency Proceeding and
the Working Capital Facility Collateral Agent or any Working Capital Facility Lender
shall desire (i) to permit the use of Cash Collateral (as such term is
defined in Section 363(a) of the Bankruptcy Code) constituting
Shared Collateral or (ii) to permit any Obligor to obtain financing under Section 364
of the Bankruptcy Code (DIP Financing), then the Notes Collateral
Agent, on behalf of itself and the Noteholders, and the Pari Passu Collateral
Agent, on behalf of the Pari Passu Lenders, will raise no objection to such
Cash Collateral use or DIP Financing (provided that such DIP Financing is on
terms and conditions no less favorable to the Company and its subsidiaries than
any other debtor in possession financing available to the Company in the
market) and to the extent the Liens securing the Working Capital Facility
Obligations (subject to the principal amount thereof not exceeding the Working
Capital Facility Debt Cap) are subordinated to or pari passu with such DIP
Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will
subordinate their respective Liens on the Shared Collateral to the Liens
securing such DIP Financing (and all obligations relating thereto) in the same
priorities and to the same extent as provided herein with respect to the
Working Capital Facility and will not request adequate protection or any other
relief in connection therewith (except, as expressly agreed by the Working
Capital Facility Collateral Agent or to the extent permitted by this Section 6.2
or by Section 6.4(b)); provided, that (i) the
aggregate principal amount of the DIP Financing plus the aggregate outstanding
principal amount of Working Capital Facility Indebtedness plus the aggregate
face amount of any letters of credit issued and not reimbursed under the
Working Capital Facility Agreement does not exceed the Working Capital Facility
Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the
Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to
object to any ancillary agreements or arrangements regarding Cash Collateral
use or the DIP Financing that are materially prejudicial to their interests.  (b)            
From the incurrence of the Interim Notes Obligations until the Discharge
of Interim Notes Obligations, if any Obligor shall be subject to any Insolvency
Proceeding and the Interim Notes Collateral Agent or any Interim Notes
Noteholder shall desire (i) to permit the use of Cash Collateral (as
such term is defined in Section 363(a) of the Bankruptcy Code)
constituting Shared Collateral or (ii) to permit any Obligor to obtain DIP
Financing, then the Existing Notes Collateral Agent, on behalf of itself and
the Existing Notes Noteholders, and the Pari Passu Collateral Agent, on behalf
of the Pari Passu Lenders, will raise no objection to such Cash Collateral use
or DIP Financing and to the extent the Liens securing the Interim Notes
Obligations are subordinated to or pari passu with such DIP Financing, the
Existing Notes  34


Collateral
Agent and the Pari Passu Collateral Agent will subordinate their respective
Liens on the Shared Collateral to the Liens securing such DIP Financing (and
all obligations relating thereto) and will not request adequate protection or
any other relief in connection therewith (except, as expressly agreed by the
Interim Notes Collateral Agent or to the extent permitted by this Section 6.2
or by Section 6.4(b).  6.3           Relief from the Automatic Stay. Each of the Notes
Collateral Agent (on behalf of itself and the Noteholders) and the Pari Passu
Collateral Agent (on behalf of the Pari Passu Lenders) agree that, from the
incurrence of the Working Capital Facility Obligations until the Discharge of
Working Capital Facility Obligations, none of them shall seek relief from the
automatic stay or any other stay in any Insolvency Proceeding in respect of the
Shared Collateral, without the prior written consent of the Working Capital
Facility Collateral Agent and the Required Working Capital Facility
Lenders.  Until the Discharge of Interim
Notes Obligations, each of the Existing Notes Collateral Agent (on behalf of
itself and the Existing Notes Noteholders) and the Pari Passu Collateral Agent
(on behalf of the Pari Passu Lenders) agree that none of them shall seek relief
from the automatic stay or any other stay in any Insolvency Proceeding in
respect of the Shared Collateral, without the prior written consent of the
Required Noteholders under the Interim Notes Indenture and the Required Working
Capital Facility Lenders.  6.4           Adequate Protection.  (a)           Subject to Section 6.2,
each of the Notes Collateral Agent (on behalf of itself and the Noteholders)
and the Pari Passu Collateral Agent (on behalf of the Pari Passu Lenders),
agree that none of them shall contest (or support any other Person contesting):  (i)            any request by the Working Capital Facility
Collateral Agent or the Working Capital Facility Lenders for adequate
protection; or  (ii)           any objection by the Working Capital
Facility Collateral Agent or the Working Capital Facility Lenders to any
motion, relief, action or proceeding based on the Working Capital Facility
Collateral Agent or the Working Capital Facility Lenders claiming a lack of
adequate protection.  Subject to Section 6.2,
each of the Existing Notes Collateral Agent (on behalf of itself and the
Existing Notes Noteholders) and the Pari Passu Collateral Agent (on behalf of
the Pari Passu Lenders), agree that none of them shall contest (or support any
other Person contesting):  (iii)          any request by the Interim Notes
Collateral Agent or the Interim Notes Noteholders for adequate protection; or  (iv)          any objection by the Interim Notes
Collateral Agent or the Interim Notes Noteholders to any motion, relief, action
or proceeding based on the Interim Notes Collateral Agent or the Interim Notes
Noteholders claiming a lack of adequate protection.  (b)           Notwithstanding the foregoing
provisions in this Section 6.4, in any Insolvency Proceeding:  35


(i)            if the Working Capital Facility
Collateral Agent or the Working Capital Facility Lenders (or any subset
thereof) are granted adequate protection in the form of additional collateral
in connection with any Cash Collateral use or DIP Financing, then the Interim
Notes Collateral Agent (on behalf of itself or any of the Interim Notes
Noteholders) and the Pari Passu Collateral Agent (on behalf of itself or any of
the Pari Passu Lenders) may seek or request adequate protection in the form of
a Lien on such additional collateral, which Lien will be subordinated to the
Liens securing the Working Capital Facility Obligations (subject to the
principal amount thereof not exceeding the Working Capital Facility Debt Cap)
and such Cash Collateral use or DIP Financing (and all obligations relating
thereto) on the same basis as the other Interim Note Liens or Pari Passu Liens,
as applicable, are so subordinated to the Working Capital Facility Obligations
(subject to the principal amount thereof not exceeding the Working Capital
Facility Debt Cap) under this Agreement; and  (ii)           in the event the Interim Notes Collateral
Agent (on behalf of itself or any of the Interim Notes Noteholders) or the Pari
Passu Collateral Agent (on behalf of itself or any of the Pari Passu Lenders)
seeks or requests adequate protection in respect of any Interim Notes
Obligations or Pari Passu Obligations, as applicable, and such adequate
protection is granted in the form of additional collateral, then the Interim
Notes Collateral Agent (on behalf of itself or any of the Interim Notes
Noteholders) or the Pari Passu Collateral Agent (on behalf of itself or any of
the Pari Passu Lenders), as applicable, agrees that the Working Capital
Facility Collateral Agent (if Working Capital Facility Obligations are then
outstanding) shall also be granted a senior Lien on such additional collateral
as security for the Working Capital Facility Obligations (subject to the
principal amount thereof not exceeding the Working Capital Facility Debt Cap)
and for any Cash Collateral use or DIP Financing provided by the Working
Capital Facility Lenders and that any Note Lien on such additional collateral
shall be subordinated to the Lien on such collateral securing the Working
Capital Facility Obligations (subject to the principal amount thereof not
exceeding the Working Capital Facility Debt Cap) and any such DIP Financing
provided by the Working Capital Facility Lenders (and all obligations relating
thereto) and to any other Liens granted to the Working Capital Facility Lenders
as adequate protection on the same basis as the other Note Liens or other Pari
Passu Liens, as applicable, are so subordinated to such Working Capital
Facility Obligations (subject to the principal amount thereof not exceeding the
Working Capital Facility Debt Cap) under this Agreement.  Except as otherwise expressly set forth in Section 6.2
or Section 6.8 or in connection with the exercise of remedies with
respect to the Shared Collateral, nothing herein shall limit the rights of any
Junior Secured Party (other than the Existing Notes Collateral Agent and the
Existing Notes Noteholders) from seeking adequate protection with respect to
their rights in the Shared Collateral in any Insolvency Proceeding (including
adequate protection in the form of a cash payment, periodic cash payments or
otherwise) and the Working Capital Facility Collateral Agent and the Working
Capital Facility Lenders agree that none of them will contest (or support any
other person contesting) any such request for adequate protection that complies
with and seeks relief not prohibited by the provisions of this Section 6.  Until the Discharge of Working Capital
Facility Obligations and the Discharge of Interim Notes Obligations, none of
the Existing Notes Collateral Agent and the Existing Notes Noteholders or their
Authorized Representatives shall seek or obtain or permit to be granted
adequate protection with respect to their rights in the Shared Collateral in
any Insolvency Proceeding (including adequate protection in the form of a lien
on additional collateral, cash payment, periodic cash payments or otherwise).  36


6.5           No Waiver. 
Subject to Sections 3.1(a), (e) and Section 6.4(b)(ii),
nothing contained herein shall prohibit or in any way limit the Working Capital
Facility Collateral Agent or any Working Capital Facility Lender from objecting
in any Insolvency Proceeding or otherwise to any action taken by any Junior
Secured Party, including, without limitation, action by a Junior Secured Party
seeking adequate protection with respect to its rights in the Shared Collateral
in any Insolvency Proceeding (including adequate protection in the form of a
cash payment, periodic cash payments or otherwise) or asserting any of its
rights and remedies under the Notes Documents or Pari Passu Indebtedness
Documents, as applicable, or otherwise. 
Subject to Sections 3.1(a), (e) and Section 6.4(b)(ii),
nothing contained herein shall prohibit or in any way limit the Interim Notes
Collateral Agent or any Interim Notes Noteholder from objecting in any
Insolvency Proceeding or otherwise to any action taken by any Junior Secured
Party, including, without limitation, action by a Junior Secured Party seeking
adequate protection with respect to its rights in the Shared Collateral in any
Insolvency Proceeding (including adequate protection in the form of a cash
payment, periodic cash payments or otherwise) or asserting any of its rights
and remedies under the Notes Documents or Pari Passu Indebtedness Documents, as
applicable, or otherwise.  6.6           Avoidance Recoveries.  If the Working Capital Facility Collateral
Agent or any Working Capital Facility Lender; or Notes Collateral Agent or any
Noteholder; or Pari Passu Collateral Agent or any Pari Passu Lender is required
in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the
estate of any Obligor any amount (a Recovery), then the relevant
Working Capital Facility Indebtedness, Notes Indebtedness, or Pari Passu
Indebtedness shall be reinstated from and after the Notice Delivery Date to the
extent of such Recovery and the Working Capital Facility Collateral Agent or
any Working Capital Facility Lender, or Notes Collateral Agent or any
Noteholder, or Pari Passu Collateral Agent or any Pari Passu Lender shall be
entitled to all of the rights and remedies with respect to such Recovery under
the Working Capital Facility Documents, relevant Notes Documents, Pari Passu
Indebtedness Documents or otherwise that it would have had if it had not
received the payment that formed the basis for such Recovery.  If this Agreement shall have been terminated
prior to such Recovery, this Agreement shall be reinstated in full force and
effect from and after the date (the Notice Delivery Date) on which the
Working Capital Facility Collateral Agent or any Working Capital Facility
Lender, or Notes Collateral Agent or any Noteholder, or Pari Passu Collateral
Agent or any Pari Passu Lender delivers a written notice to the Notes
Collateral Agent and the Pari Passu Collateral Agent or Working Capital
Facility Collateral Agent, as the case may be, advising the Notes Collateral
Agent and the Pari Passu Collateral Agent or the Working Capital Facility
Collateral Agent, as the case may be, of such Recovery, and such prior
termination shall not diminish, release, discharge, impair or otherwise affect
the obligations of the parties hereto from and after the Notice Delivery Date.  6.7           Reorganization Securities.  If, in any Insolvency Proceeding, debt
obligations of the reorganized debtor secured by Liens upon any assets of the
reorganized debtor are distributed pursuant to a plan of reorganization or
similar dispositive restructuring plan, on account of the Working Capital
Facility Obligations, the Notes Obligations and the Pari Passu Obligations,
then, to the extent the debt obligations distributed on account of the Working
Capital Facility Obligations (subject to the principal amount thereof not
exceeding the Working Capital Facility  37


Debt Cap), the Notes
Obligations and the Pari Passu Obligations are secured by Liens on the same
assets, the provisions of this Agreement will survive the distribution of such
debt obligations pursuant to such plan and will apply with like effect to the
Liens securing such debt obligations. 
If, in any Insolvency Proceeding, debt obligations of the reorganized
debtor secured by Liens upon any assets of the reorganized debtor are
distributed pursuant to a plan of reorganization or similar dispositive
restructuring plan, on account of the Interim Notes Obligations, the Existing
Notes Obligations and the Pari Passu Obligations, then, to the extent the debt
obligations distributed on account of the Interim Notes Obligations, the
Existing Notes Obligations and the Pari Passu Obligations are secured by Liens
on the same assets, the provisions of this Agreement will survive the
distribution of such debt obligations pursuant to such plan and will apply with
like effect to the Liens securing such debt obligations.  Notwithstanding the foregoing, if any
Existing Notes Noteholder shall receive in respect of their Lien on any Shared
Collateral any debt or equity securities that are issued by a reorganized
debtor pursuant to a plan of reorganization or similar dispositive
restructuring plan in connection with an Insolvency Proceeding, then unless
such distribution is made under a plan that is consented to by the affirmative
vote of the class composed of the secured claims of Interim Notes Noteholders,
all such debt or equity securities so received shall be paid or delivered
directly to the Controlling Collateral Agent (to be held and/or applied by the
Controlling Collateral Agent in accordance with the terms of Section 4.1
hereof).  6.8           Asset Sales in Bankruptcy.  Each of the Notes Collateral Agent (for
itself and each of the Noteholders) and the Pari Passu Collateral Agent (for
itself and each of the Pari Passu Lenders) agree that none of them shall object
to or oppose a sale or other disposition of any Collateral free and clear of
security interests, liens or other claims under Section 363 of the
Bankruptcy Code if Working Capital Facility Indebtedness is outstanding and the
Working Capital Facility Collateral Agent has consented to such sale or
disposition of such assets, and such motion does not impair the rights of the
Noteholders or the Pari Passu Lenders under Section 363(k) of
the Bankruptcy Code; provided, that the Working Capital Facility
Debt Cap shall be reduced by an amount equal to the net cash proceeds of such
sale or other disposition which are used to pay the principal or face amount of
the Working Capital Facility Indebtedness. 
Each of the Existing Notes Collateral Agent (for itself and each of the
Existing Notes Noteholders) and the Pari Passu Collateral Agent (for itself and
each of the Pari Passu Lenders) agrees that none of them shall (i) object
to or oppose a sale or other disposition of any Collateral free and clear of
security interests, liens or other claims under Section 363 of the
Bankruptcy Code if the Primary Notes Collateral Agent has consented to such
sale or disposition of such assets, or (ii) credit bid for any assets that
are subject to any Disposition in any Insolvency Proceeding in accordance with Section 363(k) of
the Bankruptcy Code or otherwise.  6.9           Separate Grants of Security and Separate Classification.  Each Secured Party acknowledges and agrees
that (a) the grants of Liens pursuant to the Working Capital Facility
Documents and the Interim Notes Documents and the Pari Passu Indebtedness
Documents and the Existing Notes Documents constitute four separate and
distinct grants of Liens and (b) because of their differing rights in the
Collateral, the secured claims in respect of the Working Capital Facility
Indebtedness, the Interim Notes Indebtedness, the Pari Passu Indebtedness and
the Existing Notes Indebtedness are fundamentally different and must be
separately classified in any plan of reorganization proposed or adopted in an
Insolvency Proceeding, and none of them shall seek in any Insolvency Proceeding
to have the Working  38


Capital Facility Indebtedness, on one hand,
the Interim Notes Indebtedness, on another hand, the Pari Passu Indebtedness,
on another hand, or the Existing Notes Indebtedness, on another hand, on any of
them, be treated as part of the same class of creditors or shall oppose any
pleading or motion to have the Working Capital Facility Indebtedness, on one
hand, the Interim Notes Indebtedness, on another hand, the Pari Passu
Indebtedness, on another hand, or the Existing Notes Indebtedness, on another
hand, and each of them, to be treated as separate classes of creditors.  Notwithstanding the foregoing, if it is held
that the secured claims of the Working Capital Facility Indebtedness, the
Interim Notes Indebtedness, the Pari Passu Indebtedness and/or the Existing Notes
Indebtedness in respect of the Collateral constitute only one secured claim
(rather than separate classes of secured claims as provided herein), then the
Secured Parties hereby acknowledge and agree that all distributions on
Collateral securing the applicable components of such secured claim shall be
made as if there were separate classes of secured claims against the Company
and the other Obligors in respect of such Collateral, all in accordance with
the priority set forth in Section 4.1 hereof.  Section 7. Reliance;
Waivers: etc.  7.1           Reliance.  (a)           The consent by the Working Capital
Facility Lenders to the Lien on the Shared Collateral granted to the Notes
Collateral Agent on behalf of the Noteholders, and to the Pari Passu Collateral
Agent on behalf of the Pari Passu Lenders, and all loans and other extensions
of credit made or deemed made on and after the date hereof by the Working
Capital Facility Collateral Agent or any of the Working Capital Facility
Lenders to the Obligors, shall be deemed to have been given and made in
reliance upon this Agreement.  Each of
the Existing Notes Collateral Agent (on behalf of itself and the Existing Notes
Noteholders), the Interim Notes Collateral Agent (on behalf of itself and the
Interim Notes Noteholders) and the Pari Passu Collateral Agent (on behalf of
itself and the Pari Passu Lenders) acknowledge that it and the relevant
Noteholders and Pari Passu Lenders, as applicable, have, independently and
without reliance on the Working Capital Facility Collateral Agent or any
Working Capital Facility Lender, and based on documents and information deemed
by them appropriate, made their own credit analysis and decision to enter into
the Indentures or acquire the Interim Notes Indebtedness or the Existing Notes
Indebtedness or the Pari Passu Indebtedness Documents, as applicable, and to
enter into this Agreement and the transactions contemplated hereby and thereby,
and they will continue to make their own credit decision in taking or not
taking any action under the Interim Notes Documents, the Existing Notes
Documents or the Pari Passu Indebtedness Documents, as applicable, or this
Agreement.  The consent by the Interim
Notes Noteholders and the Interim Notes Collateral Agent to the Lien on the
Shared Collateral granted to the Working Capital Facility Collateral Agent on
behalf of the Working Capital Facility Lenders, to the Existing Notes
Collateral Agent on behalf of the Existing Notes Noteholders, and to the Pari
Passu Collateral Agent on behalf of the Pari Passu Lenders, and all loans and
other extensions of credit made or deemed made before, on and after the date
hereof by the Interim Notes Collateral Agent or any of the Interim Notes
Noteholders to the Obligors, and all Interim Notes acquired, shall be deemed to
have been given and made, or acquired, as applicable, in reliance upon this
Agreement.  Each of the Existing Notes
Collateral Agent (on behalf of itself and the Existing Notes Noteholders), the
Working Capital Facility Collateral Agent (on behalf of itself and the Working
Capital Facility Lenders) and the Pari Passu Collateral Agent (on behalf of
itself and the Pari Passu Lenders) acknowledge that it and the relevant
Noteholders and Working Capital Facility Lenders and Pari Passu Lenders, as
applicable, have, independently and without  39


reliance
on the Interim Notes Collateral Agent, the Interim Notes Trustee, or any
Interim Notes Noteholder, and based on documents and information deemed by them
appropriate, made their own credit analysis and decision to enter into the
Existing Notes Documents, the Working Capital Facility Documents or the Pari
Passu Indebtedness Documents, as applicable, this Agreement and the
transactions contemplated hereby and thereby, and they will continue to make
their own credit decision in taking or not taking any action under the Existing
Notes Documents, the Working Capital Facility Documents or the Pari Passu
Indebtedness Documents, as applicable, or this Agreement.  (b)           The Senior Subordinated Secured
Parties hereby acknowledge, confirm and agree that, for the purposes of
determining the Working Capital Facility Debt Cap, the Working Capital Facility
Collateral Agent and the Working Capital Facility Lenders shall be entitled to
conclusively rely, and shall be fully protected in conclusively relying, upon,
without further inquiry, each certificate duly executed by the president, the
chief executive officer, the chief financial officer, the treasurer, or the
principal accounting officer of the Company in the form established by the
Working Capital Facility Agreement certifying that such principal or face
amount of Working Capital Facility Indebtedness is, at the time of its
incurrence, not greater than the Working Capital Facility Debt Cap, taking into
account the principal or face amount of any other Working Capital Facility
Indebtedness that will remain outstanding immediately following the incurrence
of such additional Working Capital Facility Indebtedness.  Such certificate shall be addressed to and
delivered to the Notes Collateral Agent substantially concurrently with the
delivery of such certificate to the Working Capital Facility Collateral Agent
and/or the Working Capital Facility Lenders; provided, that the
Working Capital Facility Collateral Agents and Working Capital Facility
Lenders ability to rely on such certificate shall not be conditioned on the
receipt of such certificate by the Notes Collateral Agent or the Pari Passu
Collateral Agent.  (c)           The Working Capital Facility Collateral
Agent, the Working Capital Facility Lenders, the Notes Collateral Agent and the
Noteholders hereby acknowledge, confirm and agree that, for the purposes of
determining the Pari Passu Indebtedness Cap, the Pari Passu Collateral Agent
and the Pari Passu Lenders shall be entitled to conclusively rely, and shall be
fully protected in conclusively relying, upon, without further inquiry, each
certificate duly executed by the president, the chief executive officer, the
chief financial officer, the treasurer, or the principal accounting officer of
the Company in the form established by the applicable Pari Passi Indebtedness
Document certifying that such principal or face amount of Pari Passu
Indebtedness is, at the time of its incurrence, not greater than the Pari Passu
Indebtedness Cap, taking into account the principal or face amount of any other
Pari Passu Indebtedness that will remain outstanding immediately following the
incurrence of such additional Pari Passu Indebtedness.  Such certificate shall be addressed to and
delivered to the Notes Collateral Agent and the Working Capital Facility
Collateral Agent substantially concurrently with the delivery of such
certificate to the Pari Passu Collateral Agent and/or the Pari Passu Lenders; provided,
that the Pari Passu Collateral Agents and Pari Passu Lenders ability
to rely on such certificate shall not be conditioned on the receipt of such
certificate by the Notes Collateral Agent or the Working Capital Facility
Collateral Agent.  7.2           No Warranties or Liability.  Each of the Notes Collateral Agent (on behalf
of itself and the Noteholders) and the Pari Passu Collateral Agent (on behalf
of itself and the Pari Passu Lenders) acknowledges and agrees that neither the
Working Capital Facility Collateral Agent nor  40


any Working Capital Facility
Lender has made any express or implied representation or warranty, including,
without limitation, with respect to the execution, validity, legality,
completeness, collectibility, or enforceability of any of the Working Capital
Facility Obligations or the Working Capital Facility Documents.  The Working Capital Facility Collateral Agent
and the Working Capital Facility Lenders will be entitled to manage and
supervise their respective loans and extensions of credit to the Company in
accordance with law and as they may otherwise, in their sole discretion, deem
appropriate, and the Working Capital Facility Collateral Agent and the Working
Capital Facility  Lenders may manage
their loans and extensions of credit without regard to any rights or interests
that any of the Senior Subordinated Secured Parties have in the Shared
Collateral or otherwise, except as otherwise expressly provided in this
Agreement.  Neither the Working Capital
Facility Collateral Agent nor any Working Capital Facility Lender shall have
any duty to any of the Senior Subordinated Secured Parties to act or refrain
from acting in a manner which allows, or results in, the occurrence or
continuance of an event of default or default under any agreements with any
Obligor (including, without limitation, the Notes Documents and the Pari Passu
Indebtedness Documents), regardless of any knowledge thereof which they may
have or be charged with.  Each of the Working Capital Facility
Collateral Agent (on behalf of itself and the Working Capital Facility Lenders,
the Existing Notes Collateral Agent (on behalf of itself and the Existing Notes
Noteholders) and the Pari Passu Collateral Agent (on behalf of itself and the
Pari Passu Lenders) acknowledges and agrees that neither the Interim Notes
Trustee, Interim Notes Collateral Agent nor any Interim Notes Noteholder has
made any express or implied representation or warranty, including, without
limitation, with respect to the execution, validity, legality, completeness,
collectability, or enforceability of any of the Interim Notes Obligations or
the Interim Notes Documents or any other Obligations or Secured Debt Documents
or this Agreement.  The Interim Notes
Trustee, Interim Notes Collateral Agent and the Interim Notes Noteholders will
be entitled to manage and supervise their respective loans and extensions of
credit to the Company in accordance with law and as they may otherwise, in
their sole discretion, deem appropriate, and the Interim Notes Trustee, Interim
Notes Collateral Agent and the Interim Notes Noteholders may manage their loans
and extensions of credit without regard to any rights or interests that any of
the other Secured Parties have in the Shared Collateral or otherwise, except as
otherwise expressly provided in this Agreement. 
Neither the Interim Notes Trustee, Interim Notes Collateral Agent nor
any of the Interim Notes Noteholders shall have any duty to any other Secured
Parties to act or refrain from acting in a manner which allows, or results in,
the occurrence or continuance of an event of default or default under any
agreements with any Obligor (including, without limitation, the Working Capital
Facility Documents, the Notes Documents and the Pari Passu Indebtedness
Documents), regardless of any knowledge thereof which they may have or be
charged with.  7.3           No Waiver of Lien Priorities;
Effectiveness as to Certain Persons.  (a)           No right of the Working Capital
Facility Lenders, the Working Capital Facility Collateral Agent, the Interim
Notes Collateral Agent or the Interim Notes Noteholders, or any of them, to
enforce any provision of this Agreement shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of any Obligor
or by any act or failure to act by any Working Capital Facility Lender or the
Working Capital Facility Collateral Agent or the Interim Notes Collateral Agent
or the Interim Notes Noteholders, as applicable, or by any noncompliance by any
Person with the terms, provisions and covenants of this Agreement, any of the Working
Capital Facility  41


Documents,
any of the Notes Documents or any of the Pari Passu Indebtedness Documents,
regardless of any knowledge thereof which the Working Capital Facility
Collateral Agent or the Working Capital Facility Lenders, or the Interim Notes
Collateral Agent or the Interim Notes Noteholders, or any of them, may have or
be otherwise charged with.  Except during
any period in which Working Capital Facility Documents are in effect and the
Working Capital Facility Lenders have any obligation to extend or maintain
credit thereunder or Working Capital Facility Indebtedness is outstanding
thereunder, the provisions of this Agreement in favor of the Working Capital
Facility Collateral Agent and the Working Capital Facility Lenders, or relating
to the Working Capital Facility Indebtedness or any Working Capital Facility
Documents, or any Liens thereunder or Collateral therefor, shall not be
effective, and the Interim Notes Collateral Agent shall constitute the
Controlling Collateral Agent for all purposes hereof, and the Interim Notes
Noteholders and the Interim Notes Collateral Agent shall not constitute Junior
Secured Parties hereunder and shall instead constitute Controlling Secured Parties
hereunder.  Except during
any period in which Pari Passu Indebtedness Documents are in effect and the
Pari Passu Lenders have any obligation to extend or maintain credit thereunder
or Pari Passu Indebtedness is outstanding thereunder, the provisions of this
Agreement in favor of the Pari Passu Collateral Agent and the Pari Passu
Lenders, or relating to the Pari Passu Indebtedness or any Pari Passu
Documents, or any Liens thereunder or Collateral therefor, shall not be
effective.  (b)           Without in any way limiting the
generality of the foregoing paragraph (but subject to the rights of the
Obligors under the Working Capital Facility Documents and subject to the
provisions of Section 5.3(a)), the Working Capital Facility
Lenders, the Working Capital Facility Collateral Agent or any of one or more of
them may, at any time and from time to time, without the consent of, or notice
to, any Junior Secured Party, without incurring any liabilities to any Junior
Secured Party and without impairing or releasing the lien priorities and other
benefits provided in this Agreement (even if any right of subrogation or other
right or remedy of any Junior Secured Party is affected, impaired or
extinguished thereby) do any one or more of the following:  (i)            change the manner, place or terms of
payment or change or extend the time of payment of, or renew, exchange, amend,
increase or alter, the terms of any of the Working Capital Facility
Indebtedness or any Lien in any Working Capital Facility Collateral or guaranty
thereof or any liability of any Obligor or any other Person to any of the
Working Capital Facility Lenders or the Working Capital Facility Collateral
Agent (including, without limitation, any increase in or extension of any of
the Working Capital Facility Indebtedness, without any restriction as to the
amount, tenor or terms of any such increase or extension, subject to the
principal amount thereof not exceeding the Working Capital Facility Debt Cap)
or otherwise amend, renew, exchange, extend, modify or supplement in any manner
any of the Working Capital Facility Documents;  (ii)           sell, exchange, release, surrender,
realize upon, enforce or otherwise deal with in any manner and in any order any
part of the Working Capital Facility Collateral or any liability of any Obligor
or any other Person to any of the Working Capital  42


Facility Lenders or the
Working Capital Facility Collateral Agent, or any liability incurred directly
or indirectly in respect thereof;  (iii)          settle or compromise any Working
Capital Facility Obligations or any other liability of any Obligor or any other
Person or any Lien therefor or any liability incurred directly or indirectly in
respect thereof and apply any sums by whomsoever paid and however realized to
any liability (including, without limitation, any of the Working Capital
Facility Indebtedness) in any manner or order; and  (iv)          exercise or delay in or refrain from
exercising any right or remedy against any Obligor or any other Person or any
Working Capital Facility Collateral or any Lien therefor, elect any remedy and
otherwise deal freely with any Obligor or any other Person or any Working
Capital Facility Collateral or any Lien therefor.  Without in
any way limiting the generality of the foregoing paragraphs (but subject to the
rights of the Obligors under the Interim Notes Documents and subject to the
provisions of Section 5.3(a)), the Interim Notes Noteholders, the
Interim Notes Trustee, the Interim Notes Collateral Agent or any of one or more
of them may, at any time and from time to time, without the consent of, or
notice to, any Working Capital Facility Lender or the Working Capital Facility
Collateral Agent or any other Secured Party, without incurring any liabilities
to any other Secured Party and without impairing or releasing the lien
priorities and other benefits provided in this Agreement (even if any right of
subrogation or other right or remedy of any other Secured Party is affected,
impaired or extinguished thereby) do any one or more of the following:  (i)            change the manner, place or terms of
payment or change or extend the time of payment of, or renew, exchange, amend,
increase or alter, the terms of any of the Interim Notes Obligations or any
Lien in any Collateral or guaranty thereof or any liability of any Obligor or
any other Person to any of the Interim Notes Noteholders, the Interim Notes
Collateral Agent or any of one or more of them (including, without limitation,
any increase in or extension of any of the Interim Notes Obligations, without
any restriction as to the amount, tenor or terms of any such increase or
extension, or otherwise amend, renew, exchange, extend, modify or supplement in
any manner any of the Interim Notes Obligations or the Interim Notes Documents;  (ii)           except as otherwise expressly
provided herein, sell, exchange, release, surrender, realize upon, enforce or
otherwise deal with in any manner and in any order any part of the Collateral
or any liability of any Obligor or any other Person to any of the Interim Notes
Noteholders, the Interim Notes Collateral Agent or any of one or more of them,
or any liability incurred directly or indirectly in respect thereof;  (iii)          settle or compromise any Interim Notes
Obligations or any other liability of any Obligor or any other Person or any
Lien therefor or any liability incurred directly or indirectly in respect
thereof and apply any sums by whomsoever paid and however realized to any
liability (including, without limitation, any of the Interim Notes Obligations)
in any manner or order (subject in the case of Proceeds of Shared Collateral,
to the provisions of this Agreement); and  43


(iv)          exercise or delay in or refrain from
exercising any right or remedy against any Obligor or any other Person or any
Collateral or any Lien therefor, elect any remedy and otherwise deal freely
with any Obligor or any other Person or any Collateral or any Lien therefore
(subject in the case of Proceeds of Shared Collateral, to the provisions of
this Agreement).  (c)           Each of the Notes Collateral Agent
(on behalf of itself and the Noteholders) and the Pari Passu Collateral Agent
(on behalf of itself and the Pari Passu Lenders) also agrees that the Working
Capital Facility Lenders and the Working Capital Facility Collateral Agent
shall have no liability to the Notes Collateral Agent or any Noteholder, on the
one hand, and the Pari Passu Collateral Agent or any Pari Passu Lender, on the
other hand, and each of the Notes Collateral Agent (on behalf of itself and the
Noteholders) and the Pari Passu Collateral Agent (on behalf of itself and the
Pari Passu Lenders), hereby waives any claim against any Working Capital
Facility Lender or the Working Capital Facility Collateral Agent, arising out
of any and all actions which any of the Working Capital Facility Lenders or the
Working Capital Facility Collateral Agent may take or permit or omit to take
(if not in violation of the provisions of this Agreement or applicable law )
with respect to: (i) any of the Working Capital Facility Documents, (ii) the
collection of any of the Working Capital Facility Obligations or (iii) the
foreclosure upon, or sale, liquidation or other disposition of, any of the
Working Capital Facility Collateral in accordance with this Agreement and
applicable law.  Each of the Notes
Collateral Agent (on behalf of itself and the Noteholders) and the Pari Passu
Collateral Agent (on behalf of itself and the Pari Passu Lenders), agrees that
the Working Capital Facility Lenders and the Working Capital Facility
Collateral Agent has no duty to them in respect of the maintenance or
preservation of the Working Capital Facility Collateral, the Working Capital
Facility Obligations or otherwise except as expressly set forth herein.  Each of the
Working Capital Facility Collateral Agent (on behalf of itself and the Working
Capital Facility Lenders), the Existing Notes Collateral Agent (on behalf of
itself and the Existing Notes Noteholders) and the Pari Passu Collateral Agent
(on behalf of itself and the Pari Passu Lenders) also agrees that the Interim
Notes Noteholders and the Interim Notes Collateral Agent shall have no
liability to the Working Capital Facility Collateral Agent or any Working
Capital Facility Lender, on one hand, the Existing Notes Collateral Agent or
any Existing Notes Noteholder, on another hand, and the Pari Passu Collateral
Agent or any Pari Passu Lender, on another hand, and each of the Working
Capital Facility Collateral Agent (on behalf of itself and the Working Capital
Facility Lenders), the Existing Notes Collateral Agent (on behalf of itself and
the Existing Notes Noteholders) and the Pari Passu Collateral Agent (on behalf
of itself and the Pari Passu Lenders), hereby waives any claim against any
Interim Notes Noteholders and the Interim Notes Collateral Agent or the Interim
Notes Trustee, arising out of any and all actions which any of the Interim
Notes Noteholders and the Interim Notes Collateral Agent may take or permit or
omit to take (if not in violation of the provisions of this Agreement or
applicable law) with respect to: (i) any of the Interim Notes Documents, (ii) the
collection of any of the Interim Notes 
Obligations or (iii) the foreclosure upon, or sale, liquidation or
other disposition of, any of the Collateral in accordance with this Agreement
and applicable law.  Each of the Working
Capital Facility Collateral Agent (on behalf of itself and the Working Capital
Facility Lenders), the Existing Notes Collateral Agent (on behalf of itself and
the Existing Notes Noteholders) and the Pari Passu Collateral Agent (on behalf
of itself and the Pari Passu Lenders), agrees that the Interim Notes
Noteholders and the Interim Notes Collateral Agent has no duty to  44


them in respect of the
maintenance or preservation of the Collateral, the Interim Notes Obligations or
otherwise except as expressly set forth herein.  (d)           Each of the Notes Collateral Agent
(on behalf of itself and the Noteholders) and the Pari Passu Collateral Agent
(on behalf of itself and the Pari Passu Lenders) agrees not to assert and
hereby waives, to the fullest extent permitted by law, any right to demand,
request, plead or otherwise assert or otherwise claim the benefit of, any
marshalling, appraisal, valuation or other similar right that may otherwise be
available under applicable law or any other similar rights a junior secured
creditor may have under applicable law.  7.4           Obligations Unconditional.  All rights, interests, agreements and
obligations of the Working Capital Facility Collateral Agent and the Working
Capital Facility Lenders, the Existing Notes Collateral Agent and the Existing
Notes Noteholders, the Interim Notes Collateral Agent and the Interim Notes
Noteholders,  and the Pari Passu
Collateral Agent and the Pari Passu Lenders, respectively, hereunder shall
remain in full force and effect irrespective of:  (a)           any lack of validity or
enforceability of any Working Capital Facility Document, any Notes Documents or
any Pari Passu Indebtedness Document;  (b)           any change in the time, manner or
place of payment of, or in any other terms of, all or any of the Working
Capital Facility Obligations, Notes Obligations or Pari Passu Obligations, or
any amendment or waiver or other modification (including, without limitation,
any increase in the amount thereof, whether by course of conduct or otherwise)
of the terms of (i) the Working Capital Facility Agreement or any other
Working Capital Facility Document, (ii) the Indentures or any other Notes
Documents, or (iii) any Pari Passu Indebtedness Document;  (c)           any amendment, waiver or other
modification, whether in writing or by course of conduct or otherwise, of all
or any of the Working Capital Facility Obligations, Notes Obligations or Pari
Passu Obligations, any Secured Debt Documents, or any guarantee of any of the
foregoing;  (d)           the commencement of any Insolvency
Proceeding in respect of any Obligor; or  (e)           any other circumstances which
otherwise might constitute a defense available to, or a discharge of, any
Obligor in respect of any of the Working Capital Facility Obligations, the
Interim Notes Obligations, the Pari Passu Indebtedness or the Existing Notes
Obligations, or of any Junior Secured Party in respect of this Agreement.  (f)            Nothing in this Section 7.4
shall be construed as a consent or waiver by the Working Capital Facility
Collateral Agent or any Working Capital Facility Lender to any action by the
Notes Collateral Agent or the Noteholders or under any of the Notes Documents,
or any action by the Pari Passu Collateral Agent and the Pari Passu Lenders
under any of the Pari Passu Indebtedness Documents, that is not otherwise
permitted under the Working Capital Facility Documents.  Nothing in this Section 7.4 shall
be construed as a consent or waiver by the Interim Notes Collateral Agent or
any Interim Notes Noteholder to any action by the Working Capital Facility
Collateral Agent or any Working Capital Facility Lender or under any of the
Working Capital Facility Documents, or any action by the Existing Notes
Collateral Agent or the  45


Existing
Notes Noteholders or under any of the Existing Notes Documents, or any action
by the Pari Passu Collateral Agent and the Pari Passu Lenders under any of the
Pari Passu Indebtedness Documents, that is not otherwise permitted under the
Interim Notes Documents.  Section 8. Miscellaneous.  8.1           Conflicts. 
In the event of any conflict between the provisions of this Agreement
and the provisions of any of the Working Capital Facility Documents, any of the
Notes Documents or the Pari Passu Indebtedness Documents, the provisions of
this Agreement shall govern.  In the
event of any conflict between any instruction, request or direction given by
the Controlling Collateral Agent to any Trustee or any Junior Secured Party
pursuant to, and in accordance with, this Agreement and any instruction,
request or direction given by any Working Capital Facility Lender or the
Interim Notes Collateral Agent (unless it is acting as the Controlling
Collateral Agent) or the Existing Notes Collateral Agent or Pari Passu
Collateral Agent or any Interim Notes Noteholder or Pari Passu Lender or
Existing Notes Noteholder to any Trustee or any Junior Secured Party pursuant
to, and in accordance with, this Agreement, the instruction, request or
direction given by the Controlling Collateral Agent shall govern.  8.2           Continuing Nature of this Agreement.  This Agreement shall continue to be effective
until only one Series of Secured Debt remains outstanding.  This is a continuing agreement of lien
subordination, and the Working Capital Facility Collateral Agent and Working
Capital Facility Lenders may continue, at any time and without notice to any
Junior Secured Party, to extend credit and other financial accommodations and
lend monies to or for the benefit of the Obligors in reliance on this
Agreement.  Each of the Working Capital
Facility Collateral Agent, on behalf of itself and, to the extent permitted by
applicable law, the Working Capital Facility Lenders, the Notes Collateral
Agent, on behalf of itself and, to the extent permitted by applicable law, the
Noteholders, and the Pari Passu Collateral Agent, on behalf of itself and, to
the extent permitted by applicable law, the Pari Passu Lenders, hereby waives
any right it may have under applicable law to revoke this Agreement or any of
the provisions of this Agreement.  The
terms of this Agreement shall survive, and shall continue in full force and
effect, in any Insolvency Proceeding.  8.3           Amendments; Waivers.  No amendment, modification or waiver of any
of the provisions of this Agreement shall be deemed to be made unless the same
shall be in writing signed by the Existing Notes Collateral Agent, the Interim
Notes Collateral Agent, the Pari Passu Collateral Agent (if any Pari Passu
Indebtedness shall be outstanding) (and with respect to any such waiver,
amendment or modification which by the terms of this Agreement requires the
Companys consent or which increases the obligations or reduces the rights of the
Company or any Guarantor, with the consent of the Company) and the Working
Capital Facility Collateral Agent (if any Working Capital Facility Obligations
shall be outstanding) and each waiver, if any, shall be a waiver only with
respect to the specific instance involved and shall in no way impair the rights
of the parties making such waiver or the obligations of the other parties to
such party in any other respect or at any other time.  Except as expressly provided herein, the
Company and any other Obligor shall not have any right to amend, modify or
waive any provision of this Agreement, nor shall any consent or signed writing
be required of any of them to effect any amendment, modification or waiver of
any provision of this Agreement.  46


8.4           Information Concerning Financial Condition of the
Company and its Subsidiaries.  The
Working Capital Facility Collateral Agent and the Working Capital Facility
Lenders, in the first instance, the Notes Collateral Agent and the Noteholders,
in the second instance, and the Pari Passu Collateral Agent and the Pari Passu
Lenders, in the third instance, shall each be responsible for keeping
themselves informed of (a) the financial condition of the Company and its
subsidiaries and all Obligors in respect of the Working Capital Facility
Obligations or the Notes Obligations or the Pari Passu Obligations, as the case
may be, and (b) all other circumstances bearing upon the risk of
nonpayment of the Working Capital Facility Obligations, the Notes Obligations
or the Pari Passu Obligations.  The
Working Capital Facility Collateral Agent and the Working Capital Facility
Lenders and the Interim Notes Collateral Agent and the Interim Notes Noteholders
each shall have no duty to advise any other Secured Party of information known
to it or them regarding such condition or any such circumstances or
otherwise.  In the event the Working
Capital Facility Collateral Agent or any of the Working Capital Facility
Lenders, or the Interim Notes Collateral Agent or any of the Interim Notes
Noteholders, in each case in its or their sole discretion, undertakes at any
time or from time to time to provide any such information to any other Secured
Party, it or they shall be under no obligation (i) to provide any
additional information or to provide any such information on any subsequent
occasion, (ii) to undertake any investigation or (iii) to disclose
any information which, pursuant to accepted or reasonable commercial finance
practices, such party wishes to maintain confidential, so long as the failure
to disclose such information will not render information which was disclosed
materially misleading.  None of the
Senior Subordinated Secured Parties shall have a duty to advise the Working
Capital Facility Collateral Agent or any Working Capital Facility Lender or any
other Secured Party of information known to it or them regarding such condition
or any such circumstances or otherwise. 
In the event any Junior Secured Party, in its or their sole discretion,
undertakes at any time or from time to time to provide any such information to
the Working Capital Facility Collateral Agent or any Working Capital Facility
Lender, it or they shall be under no obligation (i) to provide any
additional information or to provide any such information on any subsequent
occasion, (ii) to undertake any investigation or (iii) to disclose
any information which, pursuant to accepted or reasonable commercial finance
practices, such party wishes to maintain confidential, so long as the failure
to disclose such information will not render information which was disclosed
materially misleading.  8.5           Application of Payments.  As among the Working Capital Facility
Collateral Agent and the Working Capital Facility Lenders, in the first instance,
and the Notes Collateral Agent and the Noteholders, in the second instance, and
the Pari Passu Collateral Agent and the Pari Passu Lenders, in the third
instance, all payments received by the Working Capital Facility Collateral
Agent or the Working Capital Facility Lenders may be applied, reversed and
reapplied, in whole or in part, to such part of the Working Capital Facility
Indebtedness (subject to the principal amount thereof not exceeding the Working
Capital Facility Debt Cap) as the Working Capital Facility Collateral Agent
and/or the Working Capital Facility Lenders, in their sole discretion, deem
appropriate.  As among the Working
Capital Facility Collateral Agent and the Working Capital Facility Lenders, in
the first instance, and the Interim Notes Collateral Agent, the Interim Notes
Trustee, and the Interim Notes Noteholders, in the second instance, and the
Existing Notes Collateral Agent and the Existing Notes Noteholders, in the
third instance, and the Pari Passu Collateral Agent and the Pari Passu Lenders,
in the fourth instance, all payments received by the Interim Notes Collateral
Agent or the Interim Notes Noteholders may  47


be applied, reversed and
reapplied, in whole or in part, to such part of the Interim Notes
Obligations  as the Interim Notes
Collateral Agent and/or the Interim Notes Noteholders, in their sole
discretion, deem appropriate.  The Notes
Collateral Agent (on behalf of itself and the Noteholders) and the Pari Passu
Collateral Agent (on behalf of itself and the Pari Passu Lenders) assents to
any extension or postponement of the time of payment of the Working Capital
Facility Indebtedness or any part thereof and to any other indulgence with
respect thereto, to any substitution, exchange or release of any Shared
Collateral which may at any time secure any part of the Working Capital
Facility Obligations and to the addition or release of any other Person
primarily or secondarily liable therefor. 
The Working Capital Facility Collateral Agent (on behalf of itself and
the Working Capital Facility Lenders) and the Existing Notes Collateral Agent
(on behalf of itself and the Existing Notes Noteholders) and the Pari Passu
Collateral Agent (on behalf of itself and the Pari Passu Lenders) assents to
any extension or postponement of the time of payment of the Interim Notes
Obligations or any part thereof and to any other indulgence with respect
thereto, to any substitution, exchange or release of any Shared Collateral
which may at any time secure any part of the Existing Notes Obligations and to
the addition or release of any other Person primarily or secondarily liable
therefor.  8.6           Notices.  All
notices to the Existing Notes Noteholders, the Interim Notes Noteholders, the
Pari Passu Lenders and the Working Capital Facility Lenders permitted or
required under this Agreement may be sent to the Existing Notes Collateral
Agent, the Interim Notes Collateral Agent, the Pari Passu Collateral Agent and
the Working Capital Facility Collateral Agent, respectively.  Unless otherwise specifically provided
herein, any notice or other communication herein required or permitted to be
given shall be in writing and may be personally served, telecopied,
electronically mailed or sent by courier service or U.S. mail and shall be
deemed to have been given when delivered in person or by courier service, upon
receipt of a telecopy or electronic mail or four (4) Business Days after
deposit in the U.S. mail (registered or certified, with postage prepaid and
properly addressed).  For the purposes
hereof, the addresses of the parties hereto shall be as set forth below each
partys name on the signature pages hereto, or, as to each party, at such
other address as may be designated by such party in a written notice to all of
the other parties.  8.7           Joinder of Additional Secured
Parties.  (a)           The Pari Passu Collateral Agent and
the Pari Passu Lenders may, upon compliance with the relevant provisions of the
Secured Debt Documents, become parties hereto by executing and delivering to
the Controlling Collateral Agent and the Interim Notes Collateral Agent (a) a
joinder agreement in the form attached hereto as Exhibit A (Joinder
Agreement) and (b) copy of the agreements evidencing such Pari Passu
Indebtedness to which such Person is a party. 
Upon the execution and delivery of any such copy of this Agreement by
any such Person, such Person, shall, upon delivery thereof to the Controlling
Collateral Agent and the Interim Notes Collateral Agent, thereafter become a
party to this Agreement.  (b)           The Working Capital Facility
Collateral Agent may, upon compliance with the relevant provisions of the
Secured Debt Documents, become a party hereto by executing and delivering to
the Controlling Collateral Agent and the Interim Notes Collateral Agent (a) the
Joinder Agreement, and (b) a copy of the agreements evidencing such
Working Capital Facility Indebtedness to which such Person is a party.  Upon the execution and delivery of any such
copy of this Agreement by any such Person, such Person, shall, upon delivery
thereof to the  48


Controlling
Collateral Agent and the Interim Notes Collateral Agent, thereafter become a
party to this Agreement.  8.8           Further Assurances.  (a)           The
Working Capital Facility Collateral Agent (on behalf of itself and the Working
Capital Facility Lenders), the Existing Notes Collateral Agent (on behalf of
itself and the Existing Notes Noteholders), the Interim Notes Collateral Agent
(on behalf of itself and the Interim Notes Noteholders), the Pari Passu
Collateral Agent (on behalf of itself and the Pari Passu Lenders) and the
Company, agree that each of them shall take such further action and shall
execute and deliver such additional documents and instruments (in recordable
form, if requested) as the Working Capital Facility Collateral Agent, the
Existing Notes Collateral Agent, the Interim Notes Collateral Agent, or the
Pari Passu Collateral Agent may reasonably request to effectuate the terms of
and the Lien priorities contemplated by this Agreement.  8.9           Governing Law. 
This Agreement has been delivered and accepted at and shall be deemed to
have been made at New York, New York and shall be governed by and construed and
enforced in accordance with the laws of the State of New York.  8.10         Binding on Successors and Assigns.  This Agreement shall be binding upon the
Working Capital Facility Collateral Agent, the Working Capital Facility
Lenders, the Existing Notes Trustee, the Interim Notes Trustee, the Existing
Notes Collateral Agent, the Interim Notes Collateral Agent, the Noteholders,
the Pari Passu Collateral Agent, the Pari Passu Lenders, and their respective
permitted successors and assigns.  8.11         Specific Performance. 
Each of the Working Capital Facility Collateral Agent and the Working
Capital Facility Lenders, in the first instance, the Interim Notes Collateral
Agent and the Interim Notes Noteholders, in the second instance, and the Pari
Passu Collateral Agent and the Pari Passu Lenders, in the third instance, may
demand specific performance of this Agreement. 
The Working Capital Facility Collateral Agent (on behalf of itself and
the Working Capital Facility Lenders), the Existing Notes Collateral Agent (on
behalf of itself and the Existing Notes Noteholders), the Interim Notes
Collateral Agent (on behalf of itself and the Interim Notes Noteholders), and
the Pari Passu Collateral Agent (on behalf of itself and the Pari Passu
Lenders) hereby irrevocably waive any defense based on the adequacy of a remedy
at law and any other defense which might be asserted to bar the remedy of
specific performance in any action which may be brought by the Interim Notes
Collateral Agent or the Interim Notes Noteholders, the Working Capital Facility
Collateral Agent or the Working Capital Facility Lenders, or the Pari Passu
Collateral Agent or the Pari Passu Lenders, as the case may be.  8.12         Section Titles; Time Periods; Capacities.  The section titles contained in this
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of this Agreement.  In the computation of time periods, unless
otherwise specified, the word from means from and including and each of the
words to and until means to but excluding and the word through means to
and including.  All references to the
Company or any Guarantor shall include the Company or such Guarantor as an
obligor under the Working Capital Facility Documents, any of the Notes
Documents or the Pari Passu Indebtedness Documents, regardless of its capacity
as a Company or guarantor thereunder.  49


8.13         Counterparts. 
This Agreement may be executed in one or more counterparts, each of
which shall be an original and all of which shall together constitute one and
the same document.  Delivery of an
executed counterpart of this Agreement by facsimile or electronic transmission
shall be equally as effective as delivery of an original executed counterpart of
this Agreement.  Any party delivering an
executed counterpart of this Agreement by facsimile or electronic transmission
also shall deliver an original executed counterpart of this Agreement, but the
failure to deliver an original executed counterpart shall not affect the
validity, enforceability, and binding effect of this Agreement.  8.14         Authorization. 
By its signature, each Person executing this Agreement on behalf of a
party hereto represents and warrants to the other parties hereto that it is
duly authorized to execute this Agreement and to bind the Persons for which it
acts as Authorized Representative to the terms and conditions hereof.  8.15         No Third Party Beneficiaries.  This Agreement and the rights and benefits
hereof shall inure to the benefit of each of the parties hereto and its respective
successors and assigns and shall inure to the benefit of each of the Working
Capital Facility Lenders, the Noteholders and the Pari Passu Lenders.  Nothing in this Agreement shall impair, as
between the Obligors and the Working Capital Facility Collateral Agent and the
Working Capital Facility Lenders, or as between the Obligors and the Trustee,
the Notes Collateral Agent and the Noteholders, or as between the Obligors and
the Pari Passu Collateral Agent and the Pari Passu Lenders, the obligations of
the Obligors to pay principal, interest, fees and other amounts as provided in
the Working Capital Facility Documents, the Notes Documents and the Pari Passu
Indebtedness Documents, respectively.  8.16         Subrogation. 
With respect to the value of any payments or distributions in cash or
other assets that any of the Noteholders or the Notes Collateral Agent, on the
one hand, or any of the Pari Passu Lenders or the Pari Passu Collateral Agent,
on the other hand, pays over to the Working Capital Facility Collateral Agent
or the Working Capital Facility Lenders under the terms of this Agreement
(including, without limitation, any payments pursuant to Section 5.6(b)),
the Noteholders and the Notes Collateral Agent, on the one hand, and the Pari
Passu Lenders and the Pari Passu Collateral Agent, on the other hand, shall be
subrogated to the rights of the Working Capital Facility Collateral Agent and
the Working Capital Facility Lenders; provided, that the Notes
Collateral Agent (on behalf of itself and the Noteholders) and the Pari Passu
Collateral Agent (on behalf of itself and the Pari Passu Lenders) hereby agrees
not to assert or enforce all such rights of subrogation it may acquire as a
result of any payment hereunder until the Discharge of Working Capital Facility
Obligations.  With respect to the value
of any payments or distributions in cash or other assets that any of the
Existing Notes Noteholders or the Existing Notes Collateral Agent, on the one
hand, or any of the Pari Passu Lenders or the Pari Passu Collateral Agent, on
the other hand, pays over to the Interim 
Notes Collateral Agent or the Interim Notes Noteholders under the terms
of this Agreement (including, without limitation, any payments pursuant to Section 5.6(b)),
the Existing Notes Noteholders and the Existing Notes Collateral Agent, on the
one hand, and the Pari Passu Lenders and the Pari Passu Collateral Agent, on
the other hand, shall be subrogated to the rights of the Interim  Notes Collateral Agent and the Interim Notes
Noteholders; provided, that the Existing Notes Collateral Agent
(on behalf of itself and the Existing Notes Noteholders) and the Pari Passu
Collateral Agent (on behalf of itself and the Pari Passu Lenders) hereby agrees
not to assert or enforce all such rights of  50


subrogation it may acquire
as a result of any payment hereunder until the Discharge of Interim Notes
Obligations.  The Company acknowledges
and agrees that the value of any payments or distributions in cash, property or
other assets received by the Notes Collateral Agent, the Noteholders, the Pari
Passu Collateral Agent or the Pari Passu Lenders that are paid over to the
Working Capital Facility Collateral Agent or the Working Capital Facility
Lenders or the Interim Notes Collateral Agent or the Interim Notes Noteholders
pursuant to this Agreement shall not reduce any of the relevant Notes
Indebtedness or the Pari Passu Indebtedness, as applicable.  8.17         Certain Regulatory Requirements.  Notwithstanding any provision to the contrary
in this Agreement, no party to this Agreement will take any action hereunder in
contravention of Section 6.15 of the Interim Notes Collateral
Agreement.  [The remainder of this page has been intentionally left blank.]  51


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.   WELLS
  FARGO BANK, NATIONAL ASSOCIATION, as Existing Notes Trustee and Existing
  Notes Collateral AgentBy:Name:Title:WELLS
  FARGO BANK, NATIONAL ASSOCIATION, as Interim Notes Trustee and Interim Notes
  Collateral AgentBy:Name:Title:  52


OBLIGOR
ACKNOWLEDGMENT  Each of the undersigned hereby acknowledges
and agrees to the foregoing terms and provisions.  By its signature below, the undersigned
agrees that it will, together with its successors and assigns, be bound by the
provisions of the within and foregoing Intercreditor Agreement.  Each of the undersigned agrees that the
Controlling Collateral Agent possessing or controlling Shared Collateral does
so as bailee and agent for perfection (such bailment and agency for perfection
being intended, among other things, to satisfy the requirements of Sections
8-301(a)(2) and 9-313(c) of the UCC) for the other Secured
Parties, to the extent each has a Lien on such Shared Collateral, and is hereby
authorized to and may turn over such Shared Collateral to the Interim Notes
Collateral Agent or, after the Discharge of Interim Note Obligations, the Pari
Passu Collateral Agent, in accordance with the foregoing Intercreditor
Agreement, after the Discharge of Working Capital Facility Obligations.  Each of the undersigned acknowledges and
agrees that: (i) although it may sign this Obligor Acknowledgment to the
Intercreditor Agreement it is not a party thereto and does not and will not
receive any right, benefit, priority or interest under or because of the
existence of the foregoing Intercreditor Agreement and (ii) it will
execute and deliver such additional documents and take such additional action
as may be necessary or desirable in the reasonable opinion of the Working
Capital Facility Collateral Agent, the Notes Collateral Agent or the Pari Passu
Collateral Agent to effectuate the provisions and purposes of the foregoing
Intercreditor Agreement.  FIBERTOWER
  CORPORATIONFIBERTOWER
  NETWORK SERVICES CORP.ART
  LEASING, INC.ART
  LICENSING CORP.TELIGENT
  SERVICES ACQUISITION, INC.FIBERTOWER
  SOLUTIONS CORPORATIONBy:Name:Title:Address:[
  
  ][
  
  ]Attention:
  [
  
  ]Telecopy
  No.: [
  
  ]email address: [
  
  ]  53


Exhibit A [FORM OF
JOINDER AGREEMENT]  JOINDER AGREEMENT, dated as of [                              
         ,              ],
to the AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of [                ]
[        ], 2009 (as amended, restated
or otherwise modified from time to time, the Intercreditor Agreement),
among  (a) WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association, in its capacity as
trustee pursuant to the Existing Notes Indenture (as hereinafter defined) for
the Existing Notes Noteholders (as hereinafter defined) (in such capacity,
together with its successors and assigns in such capacity, the Existing
Notes Trustee); (b) WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association, in its capacity as collateral agent pursuant to
the Existing Notes Collateral Agreements (as hereinafter defined) for the
benefit of the Existing Notes Trustee and the Existing Notes Noteholders (in
such capacity, together with its successors and assigns in such capacity, the Existing
Notes Collateral Agent); (c) WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association, in its capacity as trustee pursuant to the
Interim Notes Indenture (as hereinafter defined) for the Interim Notes
Noteholders (as hereinafter defined) (in such capacity, together with its
successors and assigns in such capacity, the Interim Notes Trustee); (d) WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its
capacity as collateral agent pursuant to the Interim Notes Collateral
Agreements (as hereinafter defined) for the benefit of the Interim Notes Trustee
and the Interim Notes Noteholders (in such capacity, together with its
successors and assigns in such capacity, the Interim Notes Collateral Agent);
(e) each additional AUTHORIZED REPRESENTATIVE from time to timeparty hereto for the Additional Secured Parties of the Series of
Secured Debt with respect to which it is acting in such capacity; and (f) FIBERTOWER
CORPORATION, a Delaware corporation, FIBERTOWER NETWORK SERVICES CORP., a
Delaware corporation, ART LEASING, INC., a Delaware corporation, TELIGENT
SERVICES ACQUISITION, INC., a Delaware corporation, ART LICENSING CORP., a
Delaware corporation, and FIBERTOWER SOLUTIONS CORPORATION, a Delaware
corporation.  A.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Intercreditor Agreement.  B.  As a condition to the ability of the Company
to incur Working Capital Facility Indebtedness or Pari Passu Indebtedness and
to secure such indebtedness with a Lien on the Shared Collateral, in each case
under and pursuant to the Intercreditor Agreement, the Working Capital Facility
Collateral Agent and the Pari Passu Collateral Agent, as the case may be, is
required to become an Authorized Representative under, and is required to
become subject to and bound by, the Intercreditor Agreement.  Section 8.7 of the Intercreditor
Agreement provides that such Persons may become an Authorized Representative
under, and become subject to and bound by, the Intercreditor Agreement,
pursuant to the execution and delivery by such Person of a joinder agreement in
the form of this Joinder Agreement.  The
undersigned is executing this Joinder Agreement in accordance with the
requirements of the applicable Secured Debt Documents.  SECTION 1.  Accordingly, the undersigned (the Additional
Authorized Representative) by its signature below becomes an Authorized
Representative under, and the  A-1


related Additional Secured
Parties become subject to and bound by, the Intercreditor Agreement with the
same force and effect as if the Additional Authorized Representative had
originally been named therein as an Authorized Representative, and the
Additional Authorized Representative, on behalf of itself and such Additional
Secured Parties, hereby agrees to all the terms and provisions of the
Intercreditor Agreement applicable to it as an Authorized Representative in
respect of such Obligations and the Additional Secured Parties that it
represents as Secured Parties.  The
Intercreditor Agreement is hereby incorporated herein by reference.  SECTION 2.  [The undersigned Additional Authorized
Representative hereby acknowledges that (i) the Notes Collateral Agent,
acting for and on behalf of the Noteholders, has been granted Liens upon the
Noteholder Collateral pursuant to the Notes Documents to secure the Notes
Obligations and (ii) to the extent any Pari Passu Indebtedness is
outstanding, the Pari Passu Collateral Agent, acting for and on behalf of the
Pari Passu Lenders, has been granted Liens upon the Pari Passu Collateral
pursuant to the Pari Passu Indebtedness Documents to secure the Pari Passu
Obligations (subject to the principal amount thereof not exceeding the Pari
Passu Indebtedness Cap)(1)] [The undersigned Additional Authorized
Representative hereby acknowledges that (i) to the extent any Working
Capital Facility Indebtedness is outstanding, the Working Capital Facility
Collateral Agent, acting for and on behalf of Working Capital Facility Lenders,
has been granted Liens upon the Working Capital Facility Collateral pursuant to
the Working Capital Facility Documents to secure the Working Capital Facility
Obligations (subject to the principal amount thereof not exceeding the Working
Capital Facility Debt Cap) and (ii) the Notes Collateral Agent, acting for
and on behalf of the Noteholders, has been granted Liens upon the Noteholder
Collateral pursuant to the Notes Documents to secure the Notes Obligations.(2)]  SECTION 3.  The undersigned Additional Authorized
Representative represents and warrants to the Controlling Agent and the other
Secured Parties that (i) it has full power and authority to enter into
this Joinder Agreement, in its capacity as [agent] [trustee], (ii) this
Joinder Agreement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with the terms of such Agreement and (iii) the applicable
Secured Debt Documents provide that, upon the Additional Authorized
Representatives entry into this Agreement, the Additional Secured Parties that
it represents, will be subject to and bound by
the provisions of the Intercreditor Agreement as Secured Parties.  SECTION 4.  This Joinder Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute a single contract.  This Joinder Agreement shall become effective
when the Controlling Collateral Agent shall have received a counterpart of this
Joinder Agreement that bears the signature of the undersigned Additional
Authorized Representative.  Delivery of
an executed signature page to this Joinder Agreement by facsimile
transmission shall be effective as delivery of a manually signed counterpart of
this Joinder Agreement.  SECTION 5.  Except as expressly supplemented hereby, the
Intercreditor Agreement shall remain in full force and effect.  
 (1) Include for Joinder
Agreement executed by Working Capital Facility Collateral Agent.  (2) Include for Joinder
Agreement executed by Pari Passu Collateral Agent.  A-2


SECTION 6.  THIS JOINDER AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  [Signature
on following page]  A-3


IN WITNESS WHEREOF, the undersigned
Additional Authorized Representative and the Controlling Agent have duly
executed this Joinder Agreement as of the day and year first above written.   [NAME
  OF ADDITIONAL AUTHORIZED REPRESENTATIVE], as [            ]
  for the holders of [                    ],By:Name:Title:
  
  Authorized SignatoryAddress
  for notices:Attention
  of:Telecopy:ACKNOWLEDGED
  AND AGREED:[NAME
  OF CONTROLLING COLLATERAL AGENT],as
  Controlling Collateral Agent,By:Name:Title:         Authorized
  SignatoryAddress
  for notices:Attention
  of:Telecopy:  A-4


EXHIBIT B  AMENDED AND
RESTATED INTERCREDITOR AGREEMENT  This
AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of [           ]
[    ], 20[    ], is entered into,
pursuant to and in accordance with the terms of the Omnibus Intercreditor
Agreement, by and among (a) [WELLS FARGO BANK, NATIONAL ASSOCIATION]
[substitute any successor, as applicable], a national banking association, in
its capacity as trustee pursuant to the Existing Notes Indenture (as
hereinafter defined) for the Existing Notes Noteholders (as hereinafter
defined) (in such capacity, together with its successors and assigns in such
capacity, the Existing Notes Trustee); (b) [WELLS FARGO BANK,
NATIONAL ASSOCIATION] [substitute any successor, as applicable], a national
banking association, in its capacity as collateral agent pursuant to the
Existing Notes Collateral Agreements (as hereinafter defined) for the benefit
of the Existing Notes Trustee and the Existing Notes Noteholders (in such
capacity, together with its successors and assigns in such capacity, the Existing
Notes Collateral Agent); (c) [WELLS FARGO BANK, NATIONAL ASSOCIATION]
[substitute any successor, as applicable], a national banking association, in
its capacity as trustee pursuant to the New Notes Indenture (as hereinafter
defined) for the New Notes Noteholders (as hereinafter defined) (in such
capacity, together with its successors and assigns in such capacity, the New
Notes Trustee); (d) [WELLS FARGO BANK, NATIONAL ASSOCIATION]
[substitute any successor, as applicable], a national banking association, in
its capacity as collateral agent pursuant to the New Notes Collateral
Agreements (as hereinafter defined) for the benefit of the Interim Notes
Trustee and the Interim Notes Noteholders (in such capacity, together with its
successors and assigns in such capacity, the New Notes Collateral Agent);
(e) at such time, if any, as the Revolving Credit Agreement is entered
into and becomes effective and designated as such for purposes hereof, the
Revolving Agent; and (f) FIBERTOWER CORPORATION, a Delaware corporation
(the Borrower or the Company), FIBERTOWER NETWORK SERVICES
CORP., a Delaware corporation, ART LEASING, INC., a Delaware corporation,
TELIGENT SERVICES ACQUISITION, INC., a Delaware corporation, ART LICENSING CORP.,
a Delaware corporation, and FIBERTOWER SOLUTIONS CORPORATION, a Delaware
corporation.  W I T N E S
S E T H:  WHEREAS,
the Company (as hereinafter defined), the other Obligors (as hereinafter
defined) and the Existing Notes Trustee and Existing Notes Collateral Agent
have entered into the Indenture, dated as of November 9, 2006, (as such
Indenture may be amended, modified, supplemented, extended, renewed, restated
or refinanced, the Existing Notes Indenture) governing the
9.00% Convertible Senior Secured Notes due 2012 (such notes, the Existing
Notes) issued by the Company to the Existing Notes Noteholders;  WHEREAS,
prior to the date hereof the Company, the other Obligors and Wells Fargo Bank,
National Association, as Interim Notes Agent, have entered into (i) an
Amended and Restated Intercreditor Agreement (the Interim Notes
Intercreditor Agreement) pursuant to the terms of the Omnibus
Intercreditor Agreement (as defined below) and (ii) the Interim Notes
Indenture governing the Interim Notes issued by the Company to the Interim
Notes Noteholders (as defined in the Interim Notes Intercreditor Agreement);


WHEREAS,
the Interim Notes have, concurrently with the effectiveness of this Agreement,
been mandatorily redeemed in accordance with the provisions thereof, and the
Interim Notes Obligations have been satisfied and the New Notes have been
issued as partial consideration for such Mandatory Redemption and, together
with other consideration, in exchange for the Interim Notes, and pursuant to
the provisions of the Omnibus Intercreditor Agreement, dated as of December        ,
2009, among the Company, the other Obligors, the Interim Notes Agent, the
Existing Notes Agent and the New Notes Agent and the other creditors, if any,
party thereto (as amended, modified, supplemented, extended, renewed or
restated in accordance with the term thereof, the Omnibus Intercreditor
Agreement), this Agreement has become effective upon effectiveness of the
New Notes Indenture and issuance of the New Notes pursuant thereto in
connection with such Mandatory Redemption;  WHEREAS,
the Company and the other Obligors [has entered][may enter] into a Revolving
Credit Agreement which the Company desires to secure, all in a manner
consistent with the provisions and priorities set forth herein, that provides
for extensions of credit not to exceed the Maximum Revolving Credit Principal
Amount.  WHEREAS,
it is a condition precedent to the issuance by the Company of the New Notes
upon consummation of the Mandatory Redemption that the Existing Notes Agent, on
behalf of itself and the Existing Notes Creditors, the New Notes Agent, on
behalf of itself and the Term Loan Creditors, the Company and the other
Obligors enter into this Agreement;  WHEREAS,
the Existing Notes Agent, on behalf of itself and the Existing Notes Creditors,
the Term Loan Agent, on behalf of itself and the Term Loan Creditors, and, at
such time as the Revolving Credit Agreement may become effective and the
Revolving Agent becomes a party hereto, the Revolving Agent, on behalf of
itself and the Revolving Creditors, wish to set forth their agreement as to
certain of their respective rights and obligations with respect to the assets
and properties of the Company and the other Obligors and their understanding
relative to their respective positions in certain assets and properties of the
Company and the other Obligors.  NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the Existing Notes Agent, on behalf of itself and the Existing Notes
Creditors, the Term Loan Agent, on behalf of itself and the Term Loan
Creditors, and, at such time as the Revolving Credit Agreement may become
effective and the Revolving Agent becomes a party hereto, the Revolving Agent,
on behalf of itself and the Revolving Creditors, and the Obligors party hereto,
hereby agree as follows:  Section 1.
Definitions.  1.1           General Terms.  As used in this Agreement, the following
terms (including those in the preamble and recitals hereto) shall have the
respective meanings indicated below, such meanings to be applicable equally to
both the singular and the plural forms of the terms defined:  Access Period means, with respect to each
parcel or item of Term Loan Priority Collateral, the period, that begins on the
fifth Business Day after which both of the following  6


have
occurred: (a) the Revolving Agent has commenced an Enforcement Action and (b) the
Revolving Agent or any other Revolving Creditor initially has actual access,
whether or not utilized, to such parcel or item of Term Loan Priority
Collateral for the purpose of taking physical possession of, removing or
otherwise controlling, or using in any manner, Revolving Credit Priority
Collateral located at such parcel or item of Term Loan Priority Collateral (the
Initial Access Date), and ends
on the earliest of (i) the day that is 180 days after the Initial Access
Date plus such number of days, if any, after the Initial Access Date that it is
stayed or otherwise prohibited by law or court order from exercising remedies
with respect to the associated Revolving Credit Priority Collateral, (ii) the
date on which all or substantially all of the Revolving Credit Priority
Collateral associated with such parcel or item of Term Loan Priority Collateral
is sold, removed, collected or liquidated, (iii) the Revolving Credit
Termination Date and (iv) the date on which the Event of Default which
resulted in commencement of the applicable Enforcement Action against such
Revolving Credit Priority Collateral has been cured or waived in writing.  Accountshall
have the meaning set forth in the Uniform Commercial Code as in effect in the
State of New York from time to time, including all rights to payment for goods
sold or leased, or for services rendered.  Affiliate means with respect to any
Person, another Person that directly or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with
the Person specified.  As used herein, Control means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by
contract or otherwise.  Controlling and Controlled have correlative meanings.  Agreement means this Amended and Restated
Intercreditor Agreement..  Bank Product Obligations means, with
respect to any Obligor, any obligations of such Obligor owed to any Revolving
Creditor (or any of its Affiliates) in respect of any of the following
products, services or facilities extended to any Obligor by a Revolving Lender
or any of its Affiliates: (a) any services provided from time to time by
any Revolving Lender or any of its Affiliates to any Obligor in connection with
operating, collections, payroll, trust, or other depository or disbursement
accounts, including automated clearinghouse, e-payable, electronic funds
transfer, wire transfer, controlled disbursement, overdraft, depository,
information reporting, lockbox and stop payment services; (b) products
under an agreement relating to any swap, cap, floor, collar, option, forward,
cross right or obligation, or combination thereof or similar transaction, with
respect to interest rate, foreign exchange, currency, or commodity risk; (c) commercial
credit card and merchant card services; and (d) banking products or
services as may be requested by any Obligor, other than Letters of Credit.  Bankruptcy Code means the provisions of
Title 11 of the United States Code, 11 U.S.C. §§101 et seq.  Bankruptcy Law means the Bankruptcy Code
and any other federal, state or foreign bankruptcy, insolvency, receivership or
similar law.  7


Borrower has the meaning set forth in the
preamble hereto.  Business Day means any day of the year
that is not a Saturday, a Sunday or a day on which banks are required or
authorized to close in New York City or Chicago, Illinois.  Cash Proceedsshall mean all proceeds of any Collateral consisting of cash,
checks and other near-cash items.  Chattel Papershall mean all chattel paper as defined in Article 9
of the Uniform Commercial Code as in effect in the State of New York from time
to time, including, without limitation, electronic chattel paper or tangible
chattel paper, as each term is defined in the Uniform Commercial Code as in
effect in the State of New York from time to time.  Collateral means all assets and properties
of any kind whatsoever, real or personal, tangible or intangible and wherever
located, of any Obligor, whether now owned or hereafter acquired, upon which a
Lien (including, without limitation, any Liens granted in any Insolvency
Proceeding) is now or hereafter granted or purported to be granted in favor of
a Secured Creditor, as security for all or any part of the Obligations,
provided that as to the Existing Notes Creditors, Collateral shall be limited
to assets and properties in which the Existing Notes Creditors have a Lien
pursuant to the Existing Notes Documents as in effect on the date hereof, and
only the Proceeds thereof, and shall not include any other assets and
properties, or Proceeds thereof, on which the Revolving Creditors or Term Loan
Creditors may from time to time have a Lien to secure their Obligations, and
nothing in this Agreement shall be read to provide that the Existing Notes
Creditors have any right to acquire, or that any Obligor has any obligation to
provide to any Existing Notes Creditor, any Lien on any assets and properties
on which they do not have a Lien pursuant to the Existing Notes Documents as in
effect on the date hereof, or Proceeds thereof, or to permit the granting of a
Lien in favor of any Existing Notes Creditor on any assets or properties where
prohibited by Section 2.4(d) hereof.  Company has the meaning set forth in the
preamble hereto.  Debt Action means (a) the filing of a
lawsuit by any Secured Creditor solely to collect the Obligations owed to such
Secured Creditor and not to exercise secured creditor remedies in respect of
the Collateral, (b) the demand by any Secured Creditor for accelerated
payment of any and all of the Obligations owed to such Secured Creditor, (c) the
filingof any notice of claim and
the voting of any such claim in any Insolvency Proceeding involving an Obligor
in a manner not prohibited by, and not inconsistent with, the terms of Section 6,
(d) the filing of any motion in any Insolvency Proceeding permitted by,
and not inconsistent with, the terms of Section 6 or (e) the
filing of any defensive pleading in any Insolvency Proceeding not inconsistent
with the terms of this Agreement.  DIP Financing has the meaning set forth in
Section 6.1.  Disposition means any sale, lease,
license, exchange, transfer or other disposition, and Dispose and Disposed of shall have correlative meanings.  Distribution means, with respect to any
indebtedness or obligation of a Person, (a) any payment or distribution by
or on behalf of such Person (or any guarantor or surety  8


thereon)
of cash, securities or other property, by setoff or otherwise, on account of
such indebtedness or obligation or (b) any redemption, purchase or other
acquisition of such indebtedness or obligation by such Person (or any guarantor
or surety thereon).  Enforcement Action means (a) the
exercise of any enforcement remedies under any Obligation Document, the UCC or
other applicable law in respect of the Collateral by the applicable Secured
Creditor, (b) any action by any Secured Creditor to foreclose on the Lien
of such Person in any Collateral, (c) any action by any Secured Creditor
to take possession of, or sell or otherwise realize upon, or to exercise any
other enforcement rights or remedies with respect to, any Collateral, including
any Disposition after the occurrence of an Event of Default of any Collateral
by an Obligor with the consent of, or at the direction of, a Secured Creditor,
including, without limitation, by notification of account debtors, (d) the
taking of any other actions by a Secured Creditor against any Collateral,
including the taking of control or possession of, or the exercise of any right
of setoff with respect to, any Collateral and including the exercise of any
voting rights relating to any capital stock composing a portion of the
Collateral and/or (e) the commencement by any Secured Creditor of any
legal proceedings or actions against or with respect to any Obligor or any of
such Obligors property or assets or any Collateral to facilitate any of the
actions described in clauses (a), (b), (c), (d) and (e) above,
including the commencement of any Insolvency Proceeding; provided that
this definition shall not include any Debt Action.  Event of Default means each Event of
Default or similar term, as such term is defined in any Term Loan Credit
Document or any Revolving Credit Document.  Excess Revolving Credit Obligationsmeans, as of any date of determination,
the sum of (a) the portion of the principal amount of the loans
outstanding under the Revolving Credit Documents and the undrawn amount of all
outstanding Letters of Credit (disregarding for purposes of this calculation
Letters of Credit to the extent cash collateralized in accordance with the
Revolving Credit Agreement) and, without duplication of reimbursement
obligations having been refinanced with proceeds of loans, the unreimbursed
amount of all Letters of Credit as of such date that is in excess of the
Maximum Revolving Credit Principal Amount as of such date plus (b) without
duplication, the portion of accrued and unpaid interest and fees on account of
such portion of the loans and Letters of Credit described in clause (a) of
this definition; provided, however, that any interest accruing
on, or fees or reimbursement obligations in respect of, out of pocket fees
(including legal fees and disbursements) or other expenses of the Revolving
Agent or other Revolving Creditors that are reimbursable by the Obligors under
the terms of the Revolving Credit Documents and that accrue, or are incurred,
after the occurrence of an Insolvency Proceeding or after the date when
Revolving Agent or the Term Loan Agent, as applicable, commences Enforcement
Action with respect to any of the Collateral shall not constitute Excess
Revolving Credit Obligations, regardless of whether any such amounts are added
to the principal balance of the loans pursuant to the terms of the Revolving
Credit Documents.  Any DIP Financing by
the Revolving Creditors within the limits of Section 6.1(a)(iii)(A) shall
not constitute Excess Revolving Credit Obligations.  Excess Term Obligations means, as of any
date of determination, the sum of (a) the portion of the principal amount
of the loans outstanding under the Term Loan Credit Documents as of such date
that is in excess of the Maximum Term Loan Principal Amount as  9


such
date plus (b) without duplication, the portion of accrued and unpaid
interest on account of such portion of the loans described in clause (a) of
this definition; provided, however, that any interest accruing
on, or reimbursement obligations in respect of, out of pocket fees (including
legal fees and disbursements) or other expenses of the Term Loan Agent or other
Term Loan Creditors that are reimbursable by the Obligors under the terms of
the Term Loan Credit Documents and that accrue, or are incurred, after the
occurrence of an Insolvency Proceeding or after the date when Revolving Agent
or the Term Loan Agent, as applicable, commences Enforcement Action with
respect to any of the Collateral shall not constitute Excess Term Obligations,
regardless of whether any such amounts are added to the principal balance of
the loans pursuant to the terms of the Term Loan Credit Documents. Any DIP
Financing by the Term Loan Creditors within the limits of Section 6.1(b)(iii)(A) shall
not constitute Excess Term Obligations.  Exigent Circumstances means (a) a
fraud has been committed by any Obligor in connection with the Revolving Credit
Obligations or Term Loan Obligations, as applicable, including any withholding
of collections of Accounts or other Proceeds or any other property in violation
of the terms of the Revolving Credit Documents or Term Loan Credit Documents,
as applicable, or (b) an event or circumstance that in the judgment of the
Revolving Agent materially and imminently threatens the value of, or ability of
the Revolving Agent to realize upon, its Priority Collateral, or, in the
judgment of the Term Loan Agent materially and imminently threatens the value
of, or ability to realize upon, its Priority Collateral.  Existing Notes means the notes issued and
outstanding from time to time under the Existing Notes Indenture.  Existing Notes Agent means, collectively,
the Existing Notes Trustee and/or Existing Notes Collateral Agent under the
Existing Notes Indenture and the other Existing Notes Documents.  Existing Notes Creditors means , at any
time, the Existing Notes Agent, the Holders (as defined in the Existing Notes
Indenture), any other administrative agent under the Existing Notes Indenture
and any other Existing Notes Documents, any collateral agent under the Existing
Notes Indenture and any other Existing Notes Documents, each lender or other
creditor under the Existing Notes Indenture and any other Existing Notes
Documents, each holder of any Hedging Obligations that at the time of the
incurrence of such Hedging Obligations is a lender or other creditor under the
Term Loan Credit Agreement or an Affiliate thereof and is a secured party under
any Existing Notes Document, the beneficiaries of each indemnification
obligation undertaken by any Obligor under any Existing Notes Document, and
each other holder of, or obligee in respect of, any Existing Notes Obligations,
in each case to the extent designated as a secured party under any Existing
Notes Document outstanding at such time.  Existing Notes Documents means the
Existing Notes Indenture and the Existing Notes, and the Escrow Agreement,
the Note Guarantees, the Collateral Agreements and the other Notes
Documents, each as defined in the Existing Notes Indenture as in effect on [             ]
[      ], 20[    ].  10


Existing Notes Indenture means the
Indenture, dated as of November 9, 2006, between the Company and the other
Obligors, and Wells Fargo Bank, National Association, as trustee and collateral
agent, relating to the Companys 9.00% Convertible Senior Secured Notes due
2012.  Existing Notes Noteholders means the
holders from time to time of the Existing Notes issued and outstanding from
time to time under the Existing Notes Indenture.  Existing Notes Obligations means the
Existing Notes and all other Note Obligations (as defined in the Existing
Notes Indenture) owing or outstanding from time to time under the Existing
Notes Indenture and the other Existing Notes Documents.  Existing Notes Refinancing Conditions
means that the following conditions must be met with respect to any applicable
amendment, restatement, supplement, modification, substitution, Refinancing,
renewal or replacement of the Existing Notes Documents: (i) it has a final
maturity no sooner than, and a weighted average life (measured as of the date
of such amendment, restatement, supplement, modification, substitution,
Refinancing, renewal or replacement) no less than that applicable to the
Existing Notes Obligations on the date hereof; (ii) in the case of any
secured Refinancing, substantially concurrently with the entry into definitive
documentation evidencing such indebtedness, the lenders thereunder shall enter
into an intercreditor agreement on terms no less favorable to the Revolving
Creditors and the Term Loan Creditors than this Agreement or execute an
Intercreditor Agreement Joinder, (iii) Liens on no categories of
Collateral not subject to the Liens securing the Existing Notes Obligations on
the date hereof are granted to secure it; and (iii) no additional Person
is obligated on such indebtedness that is not obligated on the Existing Notes
Obligations on the date hereof, and (iv) it shall contain no
representations, warranties, covenants or events of default not contained in
the Existing Notes Indenture on the date hereof after giving effect to the
amendment thereof deleting such provisions on or about the date hereof, unless
consented to by the Revolving Agent and the Term Loan Agent at the direction of
the majority holders of the Revolving Credit Obligations and the Term Loan
Obligations, respectively, but in no event shall any representations,
warranties, covenants or events of default contained in the Existing Notes
Documents (with such consent as aforesaid) be (x) more restrictive in any
respect on any Obligor than the least restrictive analogous provisions in the
Revolving Credit Documents and the Term Loan Credit Documents or (y) address
substantive restrictions or other matters not contained in both the Revolving
Credit Documents and the Term Loan Credit Documents.  Existing Notes Secured Claim means any
portion of the Existing Notes Obligations.  General Intangibles(i) shall mean all general
intangibles as defined in Article 9 of the UCC, including payment
intangibles also as defined in Article 9 of the Uniform Commercial Code
as in effect in the State of New York from time to time and (ii) shall
include, without limitation, all interest rate or currency protection or
hedging arrangements, all tax refunds and all licenses, permits, concessions
and authorizations, (in each case, regardless of whether characterized as
general intangibles under the Uniform Commercial Code as in effect in the State
of New York from time to time).  11


Hedging Obligations means, with respect to
any Obligor, any obligations of such Obligor under an agreement relating to any
non-speculative, ordinary course of business swap, cap, floor, collar, option,
forward, cross right or obligation, or combination thereof or similar
transaction, with respect to interest rate, foreign exchange, currency or
commodity risk.  Insolvency Proceeding means any of the following:
(a) any case or proceeding with respect to any Obligor under the
Bankruptcy Code or any other federal or state bankruptcy, insolvency,
reorganization or other law affecting creditors rights or any other or similar
proceedings seeking any stay, reorganization, arrangement, composition or
readjustment of the obligations and indebtedness of such Obligor, in each case,
whether or not voluntary, (b) any proceeding seeking the appointment of
any trustee, receiver, liquidator, custodian or other insolvency official with
similar powers with respect to any Obligor or any of its assets in each case,
whether or not voluntary, (c) any proceeding for liquidation, dissolution
or other winding up of the business of the Company or any other Obligor whether
or not voluntary and whether or not involving bankruptcy or insolvency, that,
in the case of an Obligor other than the Company, is not permitted under the
Revolving Credit Documents and the Term Loan Credit Documents or (d) any
assignment for the benefit of creditors or any marshalling of assets of any
Obligor.  Intercreditor Agreement Joinder means an
agreement substantially in the form of Exhibit A.  Interim Notes means the notes issued and
outstanding under the Interim Notes Indenture.  Interim Notes Agent means the trustee
and/or collateral agent under the Interim Notes Indenture and the other Interim
Notes Documents.  Interim Notes Indenture means the
Indenture, dated as of December 7, 2009, between the Company and the other
Obligors, and Wells Fargo Bank, National Association, as trustee and collateral
agent, relating to the Companys 9.00% Mandatorily Redeemable Convertible
Senior Secured Notes due 2012.  Interim Notes Documents means the Interim
Notes Indenture and the Interim Notes, and the Escrow Agreement, the Note
Guarantees, the Collateral Agreements and the other Notes Documents, each
as defined in the Interim Notes Indenture.  Interim Notes Obligations means the
Interim Notes and all other Note Obligations (as defined in the Interim Notes
Indenture) owing or outstanding from time to time under the Interim Notes
Indenture and the other Interim Notes Documents.  Inventoryshall mean: (i) all inventory as defined in the Uniform
Commercial Code as in effect in the State of New York from time to time and (ii) all
goods held for sale or lease or to be furnished under contracts of service or
so leased or furnished, all raw materials, work in process, finished goods, and
materials used or consumed in the manufacture, packing, shipping, advertising,
selling, leasing, furnishing or production of such inventory or otherwise used
or consumed inanyObligors business; all goods in which anyObligor has an interest in mass or a joint
or other interest or right of any kind; and all such goods that are  12


returned
to or repossessed by any Obligor, and all accessions thereto and products
thereof (in each case, regardless of whether characterized as inventory under
the Uniform Commercial Code as in effect in the State of New York from time to
time).  Inventory shall include each item
of property that at any time is or at any time was part of the rental fleet,
whether classified as inventory, rental equipment or fixed asset on the
financial statements of the Company.  Junior Adequate Protection Liens has the
meaning set forth in Section 6.2.  Junior Lien Default Notice means a notice
by the Term Loan Agent to the Revolving Agent or by the Revolving Agent to the
Term Loan Agent, indicating that an Event of Default under the Term Loan Credit
Documents or Revolving Credit Documents, respectively, has occurred and that
the Term Loan Agent or Revolving Agent, as the case may be, intends to take
Enforcement Action against Collateral (other than Collateral that as to such
Secured Creditor, is Priority Collateral).  Junior Documents means (i) as to the
Revolving Credit Priority Collateral, the Term Loan Credit Documents, (ii) as
to the Term Loan Priority Collateral, the Revolving Credit Documents, and (iii) as
to all Collateral, at all times prior to Payment in Full of the Term Loan
Obligations and the Revolving Credit Obligations, the Existing Notes Documents.  Junior Obligations means (i) as to
the Term Loan Priority Collateral, the Revolving Credit Obligations, (ii) as
to the Revolving Credit Priority Collateral, the Term Loan Obligations, and (iii) as
to all Collateral, at all times prior to Payment in Full of the Term Loan
Obligations and the Revolving Credit Obligations, the Existing Notes Obligations.
Junior Obligations also means as to Term Loan Priority Collateral, any Excess
Term Obligations, and as to any Revolving Credit Priority Collateral, any
Excess Revolving Credit Obligations.  Junior Secured Creditor means, as to the
Term Loan Priority Collateral, the Revolving Agent acting on behalf of itself
and the Revolving Creditors, and as to the Revolving Credit Priority
Collateral, the Term Loan Agent acting on behalf of itself and the Term Loan
Creditors, and as to all Collateral, at all times prior to Payment in Full of
the Term Loan Obligations and the Revolving Credit Obligations, the Existing
Notes Creditors.  Junior Secured Creditor
also means the Revolving Agent acting on behalf of itself and the Revolving
Creditors as to its Lien on Revolving Credit Priority Collateral to the extent
securing Excess Revolving Credit Obligations and the Term Loan Agent acting on
behalf of itself and the Term Loan Creditors as to its Lien on Term Loan
Priority Collateral to the extent securing Excess Term Obligations.  L/C Issuer means any bank or financial
institution that issues, arranges or provides credit support for a Letter of
Credit issued or deemed issued pursuant to the Revolving Credit Agreement.  Letters of Credit means any standby or documentary
letter of credit issued or arranged by L/C Issuer for the account of Borrower,
or any indemnity, guarantee, exposure transmittal memorandum or similar form of
credit support issued or arranged by Revolving Agent or L/C Issuer for the
benefit of Borrower.  13


Lien means any mortgage, deed of trust,
pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance,
easement, lien (statutory or otherwise), security interest or other security
arrangement and any other preference, priority or preferential arrangement of
any kind or nature whatsoever, including any conditional sale contract or other
title retention arrangement, the interest of a lessor under a capital lease and
any synthetic or other financing lease having substantially the same economic
effect as any of the foregoing.  Mandatory Redemption means Mandatory
Redemption, as defined in the New Notes Indenture.  Mandatory Redemption Date means Mandatory
Redemption Date, as defined in the New Notes Indenture.  Maximum Revolving Credit Principal Amount
means, as of any date of determination, (a) $20,000,000, minus (b) permanent reductions of
revolving loan commitments under the Revolving Credit Documents after the date
hereof that are accompanied by principal payments outstanding under such
commitments (other than those made in connection with a Refinancing permitted
under Section 4.2), plus(c) accrued and unpaid interest and fees (excluding any portion of
interest and fees referred to in clause (b) of the definition of Excess
Revolving Credit Obligations), and costs, expenses, indemnities, and other
amounts (other than principal, unless constituting amounts of interest and fees
that are added to principal) payable pursuant to the terms of the Revolving
Credit Documents, whether or not, in the case of interest or fees, the same are
added to the principal amount of the Revolving Credit Obligations and including
the same as would accrue and become due but for the commencement of an
Insolvency Proceeding, whether or not allowed in any such Insolvency
Proceeding, plus(d) advances
(whether or not added to the principal of the revolving loan) made by the
Revolving Lenders or the Revolving Agent in order to protect, preserve or
enhance the value of any Revolving Credit Priority Collateral or to pay amounts
that the Borrower is obligated to pay under the Revolving Credit Documents to
protect the Collateral, plus
(e) Bank Product Obligations, plus
(f) Hedging Obligations to a Revolving Creditor.  Maximum Term Loan Principal Amount means,
as of any date of determination, (a) $                      ,
minus (b) the sum of
all principal payments of the term loans constituting Term Loan Obligations
(including voluntary and mandatory prepayments) after the date hereof, but
excluding prepayments resulting from any Refinancing permitted under Section 4.1,
plus(c) accrued and
unpaid interest and fees (excluding any portion of interest and fees referred
to in clause (b) of the definition of Excess Term Obligations) and costs,
expenses, indemnities, and other amounts (other than principal, unless
constituting amounts of interest and fees that are added to principal) payable
pursuant to the terms of the Term Loan Credit Documents, whether or not, in the
case of interest or fees, the same are added to the principal amount of the
Term Loan Obligations and including the same as would accrue and become due but
for the commencement of an Insolvency Proceeding, whether or not allowed in any
such Insolvency Proceeding, plus(d) advances (whether or not added to the principal of the term loans)
made by the Term Lenders or the Term Loan Agent in order to protect, preserve
or enhance the value of any Term Loan Priority Collateral or to pay amounts
that any Obligor is  14


obligated
to pay under the Term Credit Documents to protect the Collateral, plus (e) all Term Loan Hedging
Obligations not included in clause (a).(3)  New License Subsidiary has the meaning
specified therefor in the New Notes Indenture.  New Notes means the notes issued and
outstanding from time to time under the New Notes Indenture, including any
notes issued in lieu of interest and in respect of capitalized, or pay in
kind, interest accruing on any such notes outstanding from time to time in
accordance with the New Notes Indenture.  New Notes Agent means the New Notes
Trustee and/or New Notes Collateral Agent under the New Notes Indenture and the
other New Notes Documents.  New Notes Indenture means the Indenture,
dated as of [                    ],
20[   ], between the Company and the other Obligors, and Wells
Fargo Bank, National Association, as trustee and collateral agent, relating to
the Companys 9.00% Senior Secured Notes due 20[   ], to be
substantially in the form of Exhibit [   ] hereto.  New Notes Documents means the New Notes
Indenture and the New Notes, and the Escrow Agreement, the Note Guarantees,
the Collateral Agreements and the other Notes Documents, each as defined in
the New Notes Indenture.  New Notes Obligations means the New Notes
and all other Note Obligations (as defined in the New Notes Indenture) owing
or outstanding from time to time under the New Notes Indenture and the other
New Notes Documents.  New Notes Noteholders means the holders
from time to time of the New Notes issued and outstanding from time to time
under the New Notes Indenture.  Non-Priority Collateral means (i) as
to the Term Loan Creditors, the Revolving Credit Priority Collateral, (ii) as
to the Revolving Creditors, the Term Loan Priority Collateral, and (iii) as
to the Existing Notes Creditors, any and all Collateral.  Non-Priority Collateral shall also mean, as
to the Term Loan Creditors, the Term Loan Priority Collateral to the extent
securing Excess Term Obligations, and as to the Revolving Creditors, the
Revolving Credit Priority Collateral to the extent securing the Excess
Revolving Credit Obligations.  Obligation Documents means the Revolving
Credit Documents and the Term Loan Credit Documents and the Existing Notes
Documents, or any of them.  Obligations means the Term Loan
Obligations and the Revolving Credit Obligations and the Existing Notes
Obligations, or any of them.  Obligor means the Company and each other
Person liable on or in respect of any Obligations, or that has granted a Lien
on any property or assets as Collateral, together with  15


such
Persons successors and assigns, including a receiver, trustee or debtor-in-possession
on behalf of such Person.  Paid in Full or Payment in Full means, with respect to any
Obligations, that: (a) all of such Obligations (other than contingent
indemnification obligations for which no underlying claim has been asserted) have
been paid, performed or discharged in full (with all such Obligations
consisting of monetary or payment obligations having been paid in full in
cash), (b) no Person has any further right to obtain any loans, letters of
credit, bankers acceptances, or other extensions of credit under the Revolving
Credit Agreement or the other Revolving Credit Documents in the case of
Revolving Credit Obligations or the Term Loan Credit Agreement or the other
Term Loan Credit Documents in the case of the Term Loan Obligations and all
commitments to extend credit under such applicable agreements shall have
terminated, (c) any and all letters of credit, bankers acceptances or
similar instruments issued under such documents have been cancelled and
returned (or backed by stand-by guarantees or letters of credit in form and
substance reasonably acceptable to (and from financial institutions
satisfactory to) Revolving Agent or Term Loan Agent, as applicable, or cash
collateralized at the amounts required to obtain a release of liens under the
terms of the applicable Revolving Credit Documents) in accordance with the
terms of such documents, and (d) any costs, expenses and indemnification
obligations not yet due and payable but with respect to which a claim has been
threatened or asserted in writing under any Obligation Document, are backed by
a letter of credit or cash collateral in an amount and on terms reasonably
satisfactory to the Term Loan Agent or Revolving Agent, as applicable.  Payment Rights means any right of any Obligor
to the payment of money arising from the Disposition of any Inventory or
rendition of services, whether such right to payment constitutes an Account or
Payment Intangible or is evidenced by or consists of a Document, Instrument,
Chattel Paper, Letter-of-Credit Right or Supporting Obligation.  Permitted Collateral Sale means (i) any
Disposition of Priority Collateral (other than after the occurrence and during
the continuance of an Insolvency Proceeding by or against the relevant Obligor
and other than in connection with an Enforcement Action or a Disposition
described in clause (ii) below) so long as such Disposition is permitted
under the Priority Documents as in effect on the date hereof and by the Junior
Documents as in effect on the date hereof (other than, in the case of the New
Notes Indenture, pursuant to Section 6.01 thereof); and (ii) any
Disposition of Priority Collateral (other than in an Insolvency Proceeding by
or against the relevant Obligor) permitted under the applicable Priority Documents
as in effect on the date hereof, but not permitted under the applicable Junior
Document, in connection with an Enforcement Action against such Priority
Collateral by the relevant Priority Secured Creditor or a Disposition by the
relevant Obligor during the continuation of an Event of Default under the
Priority Documents with the written permission of the Priority Secured
Creditor; provided, that, in each case above, the Liens of the Junior
Secured Creditors in such Priority Collateral shall continue as to the Proceeds
thereof and such Proceeds received are applied as provided in Section 3.8
hereof.  Person means an individual, partnership,
corporation (including a business trust and a public benefit corporation),
joint stock company, estate, association, firm, enterprise, trust,  16


limited
liability company, unincorporated association, joint venture, governmental
authority or any other entity or regulatory body.  Primary Junior Secured Creditor means a
Junior Secured Creditor of the type described in the first sentence of the definition
of Junior Secured Creditor.  Primary Priority Secured Creditor means a
Priority Secured Creditor of the type described in the first sentence of the
definition of Priority Secured Creditor.  Priority Claim Avoidance has the meaning
set forth in Section 6.4.  Priority Collateral means, as to the Term
Loan Creditors, the Term Loan Priority Collateral, and, as to the Revolving
Creditors, the Revolving Credit Priority Collateral, and, as to the Existing
Notes Creditors, none of the Collateral. 
Priority Collateral also means, as to any Revolving Creditors, the Term
Loan Priority Collateral to the extent securing Excess Term Obligations and as
to any Term Loan Creditors, the Revolving Credit Priority Collateral to the
extent securing Excess Revolving Credit Obligations; provided that the
right of the Term Loan Creditors to take any Enforcement Action with respect to
their Non-Priority Collateral, and the right of the Revolving Creditors to take
any Enforcement Action with respect to their Non-Priority Collateral, and the
right of the Existing Notes Creditors to take any Enforcement Action with
respect to their Non-Priority Collateral shall in each case be subject to the
provisions of Section 3.  Priority Documents means, as to the
Revolving Credit Priority Collateral, the Revolving Credit Documents and as to
the Term Loan Priority Collateral, the Term Loan Credit Documents.  The Existing Notes Documents shall not
constitute Priority Documents for any purpose of this Agreement. at any time
prior to the Payment in Full of all Term Loan Obligations and all Revolving
Credit Obligations, and all Revolving Credit Documents and Term Loan Credit
Documents shall both constitute Priority Documents as they relate to the
Existing Notes Documents, the Existing Notes Obligations or the Existing Notes
Creditors, or any Liens in favor of the Existing Notes Creditors, for all
purposes of this Agreement.  Priority Obligations means, as to the Term
Loan Priority Collateral, the Term Loan Obligations and as to the Revolving
Credit Priority Collateral, the Revolving Credit Obligations.  The Existing Notes Obligations shall not
constitute Priority Obligations for any purpose of this Agreement at any time
prior to the Payment in Full of all Term Loan Obligations and all Revolving
Credit Obligations, and all Revolving Credit Obligations and Term Loan
Obligations shall both constitute Priority Obligations as they relate to the
Existing Notes Obligations or the Existing Notes Creditors, or any Liens in
favor of the Existing Notes Creditors, for all purposes of this Agreement.  Priority Secured Creditor means, as to the
Term Loan Priority Collateral, the Term Loan Agent, and as to the Revolving
Credit Priority Collateral, the Revolving Agent.  The Existing Notes Creditors shall not
constitute Priority Secured Creditors for any purpose of this Agreement at any
time prior to the Payment in Full of all Term Loan Obligations and all
Revolving Credit Obligations, and the Term Loan Agent and the Revolving Agent
shall both constitute Priority Security Creditors as they relate to the
Existing Notes Obligations or the  17


Existing
Notes Creditors, or any Liens in favor of the Existing Notes Creditors, for all
purposes of this Agreement.  Priority
Secured Creditor also means, as to Term Loan Priority Collateral, to the extent
securing Excess Term Obligations, the Revolving Agent, and as to Revolving
Credit Priority Collateral, to the extent securing Excess Revolving Credit
Obligations, the Term Loan Agent.  A
Persons rights as a Priority Secured Creditor described in the second sentence
of this definition shall be limited as set forth in the definition of Secondary
Priority Secured Creditor and the other applicable provisions hereof.  Proceedsof Collateral shall mean: (i) all proceeds, as defined in Article 9
of the Uniform Commercial Code as in effect in the State of New York from time
to time, (ii) payments or distributions made with respect to such
Collateral and (iii) whatever is receivable or received when such
Collateral or proceeds thereof is sold, leased, licensed, exchanged, collected
or otherwise disposed of, whether such disposition is voluntary or
involuntary.  Proceeds shall not include,
as to any Existing Notes Creditor, Proceeds of any Collateral on which the
Existing Notes Creditor do not have a valid and perfected Lien, or on which
they may acquire a Lien in violation of the provisions hereof, including Section 2.4(d) hereof  Refinance, Refinancings and Refinanced
means, in respect of any Obligations, to issue other indebtedness in exchange
or replacement for or the proceeds of which are used to repay such Obligations,
in whole or in part.  Release Documents has the meaning set
forth in Section 2.6.  Release Event means the taking of any
Enforcement Action by a Secured Creditor against all or any portion of
Collateral that is Priority Collateral as to such Secured Creditor (including a
Disposition conducted by any Obligor with the express written consent of such
Secured Creditor during the continuance of an Event of Default under the
relevant Priority Documents) or, after the occurrence and during the
continuance of an Insolvency Proceeding by or against any Obligor, the entry of
an order of the Bankruptcy Court pursuant to Section 363 or 1129 of the
Bankruptcy Code (or similar Bankruptcy Law) authorizing the sale of all or any
portion of such Collateral with the support of such Secured Creditor; provided,
that, upon any such sale, the Liens of the Junior Secured Creditors in the
Collateral shall continue as to the Proceeds thereof, and, subject to any
necessary approvals of any applicable Bankruptcy Court, such Proceeds received
are applied as provided in Section 3.8 hereof, .  Revolver Cash Collateral has the meaning
set forth in Section 6.1.  Revolver Purchase Option Closing Date has
the meaning set forth in Section 5.1.  Revolving Agent means the collateral agent
(or the administrative agent acting as collateral agent) under any Revolving
Credit Agreement, and its successors and assigns in such capacity and, from and
after the execution of a Revolving Credit Substitute Facility, one or more
other agents, collateral agents, trustees or similar contractual
representatives for one or more holders of indebtedness or other Obligations
evidenced thereunder or governed thereby and  18


its
successors and assigns in such capacity, but in no event shall any Obligor or
Affiliate thereof be, or appoint, the Revolving Agent.  Revolving Agents Purchase Notice has the
meaning set forth in Section 5.2.  Revolving Credit Agreement means (a) the
initial Revolving Credit Agreement, if any, entered into by the Company,
designated as the Revolving Credit Agreement for purposes of this Agreement
by written notice from the Company to the Term Loan Agent, and permitted to be
entered into under the terms of the Term Loan Credit Agreement then in effect,
and otherwise complying with the provisions hereof and (i) providing for
Liens on no categories of Collateral not subject to the Liens securing the Term
Loan Obligations are granted to secure it unless such categories of Collateral
also secure the Term Loan Obligations; (ii) providing that no additional
Person is obligated on the indebtedness under such Revolving Credit Agreement
unless such additional Person also is or becomes a pari passu obligor on the
Term Loan Obligations; (iii) not including any limitations on the ability
of the Company and the other Obligors to make payments under any Term Loan
Credit Document, (iv) not providing for aggregate extensions of credit
thereunder at any time that exceed the Maximum Revolving Credit Principal
Amount and (v) being subject to the condition that no Default or Event
of Default (as defined in the Term Loan Credit Agreement as then in effect)
exists, and (b) each Revolving Credit Substitute Facility, if any, in each
case as amended, restated, supplemented, replaced, substituted or Refinanced in
accordance with the terms of this Agreement and permitted to be entered into
under the terms of the Term Loan Credit Agreement then in effect, and otherwise
complying with the provisions hereof and providing for extensions of credit not
exceeding the Maximum Revolving Credit Principal Amount, provided, however,
that in each case in clause (a) and (b) above, (x) the Revolving
Agent thereunder shall have duly executed and delivered to each other party
hereto a signed counterpart of this Agreement and shall be irrevocably and
validly entitled under the terms of such Revolving Credit Agreement to bind the
Revolving Creditors to all of the terms and conditions hereof by such execution
and delivery and (y) in no event shall any Obligor or Affiliate thereof be
permitted to be a Revolving Creditor thereunder.  Revolving Credit Documents means the
Revolving Credit Agreement, if any, all other agreements, documents and
instruments at any time executed and/or delivered by the Company or any other
Person with, to or in favor of the Revolving Agent or any Revolving Creditor in
connection therewith or related thereto, if any, including such documents
evidencing successive Refinancings of the Revolving Credit Obligations, if any,
in each case, as amended, amended and restated, supplemented, modified,
replaced, substituted or renewed from time to time in accordance with the terms
of this Agreement (provided that the aggregate extensions of credit thereunder
at any time shall not exceed the Maximum Revolving Credit Principal Amount).  Revolving Credit Obligations means all Obligations
as defined in the Revolving Credit Agreement, if any, provided that the
aggregate extensions of credit thereunder at any time shall not exceed the
Maximum Revolving Credit Principal Amount, and including without limitation all
Banking Product Obligations and Hedging Obligations, all obligations to post
cash collateral in respect of Letters of Credit or indemnities in respect
thereof, and all other obligations, liabilities and indebtedness of every kind,
nature and description owing by the  19


Company
to the Revolving Agent and the other Revolving Creditors evidenced by or
arising under one or more of the Revolving Credit Documents (including the
Revolving Loans and letter of credit obligations), whether direct or indirect,
absolute or contingent, joint or several, due or not due, primary or secondary,
liquidated or unliquidated, including principal, interest, charges, fees,
costs, indemnities and reasonable expenses, however evidenced, whether as
principal, surety, endorser, guarantor or otherwise, whether now existing or
hereafter arising, whether arising before, during or after the initial or any
renewal term of the Revolving Credit Agreement and whether arising before,
during or after the commencement of any Insolvency Proceeding with respect to
the Company (and including the payment of interest, fees, costs and other
charges (including default rate interest) which would accrue and become due but
for the commencement of such Insolvency Proceeding, but in the case of default
rate interest and other amounts accruing or payable in excess of basic contract
rates specified in the Revolving Credit Documents, only to the extent such
amounts are allowed in any such Insolvency Proceeding), exclusive of the Excess
Revolving Credit Obligations, which Excess Revolving Credit Obligations, if
any, shall be excluded from (and shall not constitute) Revolving Credit
Obligations solely for purposes of this Agreement.  Revolving Credit Obligations Purchaser has
the meaning set forth in Section 5.1.  Revolving Credit Priority Collateral
means, all present and future right, title and interest of the Company and each
other Obligor in and to the following, whether now owned or hereafter acquired,
existing or arising, and wherever located:  (a)           all Accounts and Payment Rights (and
all Instruments, Chattel Paper, Letter-of-Credit Rights, Supporting
Obligations, and Documents evidencing the obligation of any account debtor to
pay any obligation that constitutes an Account or Payment Right);  (b)           to the extent not otherwise included
above, all Payment Intangibles, Instruments, Chattel Paper, Investment Property
and Documents, in each case in this clause (b) evidencing, derived from,
constituting or relating to the property described in clause (a) above or
Proceeds or products thereof;  (c)           Money (other than identifiable
Proceeds of Term Loan Priority Collateral), Deposit Accounts (except for
identifiable Proceeds of Term Loan Priority Collateral contained therein, and
other than the Term Loan Priority Collateral Account (other than identifiable
Proceeds of Revolving Credit Priority Collateral contained therein)),
Securities Accounts containing Proceeds of property described in clause (a) or
(b) above (except for identifiable Proceeds of Term Loan Priority
Collateral contained therein) and all lock-boxes at any bank containing
Proceeds of property described in clause (a) or (b) above (except for
identifiable Proceeds of Term Loan Priority Collateral contained therein, and
other than the Term Loan Priority Collateral Account (other than identifiable
Proceeds of Revolving Credit Priority Collateral contained therein)),
including, except as otherwise provided herein, Proceeds of property described
in clause (a) or (b) above consisting of Money and Certificated
Securities, Uncertificated Securities, Securities Entitlements and Investment
Property or other assets credited to or deposited in any such Deposit Account
or Securities Account (including Proceeds of property described in clause (a) or
(b) above constituting cash, cash equivalents, marketable  20


securities
and other funds held in or on deposit in any such Deposit Account or Securities
Account), but excluding in each case above the Term Loan Priority Collateral
Account (other than identifiable Proceeds of Revolving Credit Priority
Collateral contained therein) and identifiable Proceeds of Term Loan Priority
Collateral;  (d)           books, Records, documents, ledger
cards, computer programs, software and other property, in each case, to the
extent related to any of the foregoing; and  (e)           all Proceeds of any of the Revolving
Credit Priority Collateral described in clauses (a) through (d) above,
in any form (including any insurance proceeds in respect of any or all of the
foregoing).  Without
limitation of the foregoing, property of a type described in any one or more of
the foregoing clauses (a) through (e) and acquired by an Obligor, or
created, after the commencement of an Insolvency Proceeding with respect to
such Obligor, and which, but for the application of Section 552 of the
Bankruptcy Code, would constitute Collateral, shall, for the purposes of this
Agreement, nonetheless constitute Revolving Credit Priority Collateral.  Revolving Credit Refinancing Conditions
means that the following conditions must be met with respect to any applicable
amendment, restatement, supplement, modification, substitution, Refinancing,
renewal or replacement of the Revolving Credit Documents: with respect to any
such amendment, restatement, supplement, modification, substitution,
Refinancing, renewal or replacement: (i) in the case of any secured
Refinancing, substantially concurrently with the entry into of definitive
documentation evidencing such indebtedness, the lenders thereunder shall enter
into an intercreditor agreement on terms no less favorable to the Term Loan
Creditors than this Agreement or execute an Intercreditor Agreement Joinder, (ii) Liens
on no categories of Collateral not subject to the Liens securing the Term Loan
Obligations are granted to secure it unless such categories of Collateral also
secure the Term Loan Obligations; (iii) no additional Person is obligated
on such indebtedness unless such additional Person also is or becomes an
obligor on the Term Loan Obligations; (iv) it does not include any
limitations on the ability of the Company to make payments under any Term Loan
Credit Document, (iv) it does not provide for aggregate extensions of
credit thereunder at any time that exceed the Maximum Revolving Credit
Principal Amount and (vi) in the case of a Refinancing, immediately after
giving effect to such Refinancing, no Default or Event of Default (as
defined in the Term Loan Credit Agreement as then in effect) exists.  Revolving Credit Secured Claim means any
portion of the Revolving Credit Obligations.  Revolving Credit Substitute Facility means
any facility that Refinances the Revolving Credit Agreement then in existence
pursuant to Section 4.2.  For the
avoidance of doubt, no Revolving Credit Substitute Facility shall be required
to be a revolving or asset-based loan facility and may be a facility evidenced
or governed by a credit agreement, loan agreement, note agreement, promissory
note, indenture or any other agreement or instrument; provided that any
such Revolving Credit Substitute Facility shall be subject to the terms of this
Agreement for all purposes set forth herein (including the Lien priorities as
set forth herein as of the date hereof  21


and
provided that such facility does not provide for aggregate extensions of credit
thereunder at any time that exceed the Maximum Revolving Credit Principal
Amount ).  Revolving Credit Termination Date means
the date on which all Revolving Credit Obligations have been Paid in Full.  Revolving Creditors means , at any time,
if any, the Revolving Agent, the Revolving Lenders, the administrative agent
under the Revolving Credit Agreement, the collateral Agent under the Revolving
Credit Agreement, each lender, issuing bank and swingline lender under the
Revolving Credit Agreement, each holder of any Hedging Obligations and Banking
Product Obligations that at the time of the incurrence of such Hedging
Obligations or Banking Product Obligations is a lender under the Revolving
Credit Agreement or an Affiliate thereof and is a secured party under any
Revolving Credit Document, the beneficiaries of each indemnification obligation
undertaken by any Obligor under any Revolving Credit Document, each other
Person that provides letters of credit, guarantees or other credit support
related thereto under any Revolving Credit Document and each other holder of,
or obligee in respect of, any Revolving Credit Obligations (including pursuant
to an Revolving Credit Substitute Facility), in each case to the extent
designated as a secured party under any Revolving Credit Document outstanding
at such time, but in no event shall any Obligor or Affiliate thereof be or
become a Revolving Creditor.  Revolving Lenders means the lenders from
time to time party from time to time to a Revolving Credit Agreement, if any,
but in no event shall any Obligor or Affiliate thereof be or become a Revolving
Lender.  Revolving Loans means the loans, if any,
outstanding under the Revolving Credit Documents from time to time.  Secondary Junior Secured Creditor means a
Junior Secured Creditor of the type described in the second sentence of the
definition of Junior Secured Creditor.  Secondary Priority Secured Creditor means
a Priority Secured Creditor of the type described in the second sentence of the
definition of Priority Secured Creditor. 
As more fully set forth in Section 2.1, (i) the Term
Loan Agent in its capacity as Secondary Priority Secured Creditor shall not
take any Enforcement Action or actions hereunder with respect to the Revolving
Credit Priority Collateral prior to the Revolving Credit Termination Date; and (ii) the
Revolving Agent in its capacity as Secondary Priority Secured Creditor shall
not take any Enforcement Action or other action hereunder with respect to the
Term Loan Priority Collateral prior to the Term Loan Termination Date.  Secured Creditors means the Term Loan
Creditors and the Revolving Creditors and the Existing Notes Creditors, or any
of them.  Senior Adequate Protection Liens has the
meaning set forth in Section 6.2.  Standstill Period means the period
commencing on the date of an Event of Default and ending upon the date which is
the earlier of (a) 180 days after the later of (i) the date the
Junior Secured Creditor has declared an Event of Default under its Obligation
Documents  22


and
has accelerated its Junior Obligations and (ii) the date that the Priority
Secured Creditor has received a Junior Lien Default Notice with respect to such
Event of Default stating that the Junior Obligations have been declared due and
payable and (b) the date on which the Priority Obligations of such
Priority Secured Creditor have been Paid in Full; provided that (i) in
the event that as of any day during such 180days,
no Event of Default in respect of the Junior Obligations is continuing, then
the Standstill Period shall be deemed not to have commenced and (ii) the
180 day period specified above shall be tolled during any period an Insolvency
Proceeding has occurred and is continuing.  Term Lenders means the Lenders or Term
Lenders or Holders or Noteholders (or comparable term) under and as
defined in any Term Loan Credit Agreement.  Term Loan means each term loan or other
loan or extension of credit made or outstanding under the Term Loan Credit
Documents from time to time.  Term Loan Agent means (i) so long as
New Notes Obligations are outstanding under the New Notes Documents, the New
Notes Agent, (ii) and after all New Notes Obligations have been Paid in
Full, and so long as Term Loan Obligations are outstanding under any Term Loan
Substitute Facility or the agreements and other documents securing,
guaranteeing, evidencing, governing or otherwise relating to the foregoing, in
each case, as amended, amended and restated, supplemented, modified, replaced,
substituted or renewed from time to time in accordance with the terms of this
Agreement, one or more other agents, collateral agents, trustees or similar
contractual representatives for one or more holders of indebtedness or other
Term Loan Obligations outstanding thereunder or in respect thereof from time to
time.  Term Loan Agents Purchase Notice has the
meaning set forth in Section 5.1.  Term Loan Credit  Agreement means (a) the New Notes Indenture and (b) upon
Payment in Full of the New Notes Obligations outstanding under the New Notes
Indenture, the credit agreement, loan agreement, note agreement, promissory note,
indenture or any other agreement or instrument primarily evidencing or
governing each Term Loan Credit Substitute Facility, in each case as the same
may from time to time be amended, amended and restated, supplemented, modified,
replaced, substituted, renewed or Refinanced in accordance with the terms of
this Agreement.  Term Loan Credit Documents means the Term
Loan Credit Agreement, all New Notes Documents, and all other agreements,
documents and instruments at any time executed and/or delivered by any Obligor
or any other Person with, to or in favor of the Term Loan Agent or any other
Term Loan Creditor in connection therewith or related thereto, including such
documents evidencing successive Refinancings of the Term Loan Obligations, and
any Term Loan Credit Substitute Facility, and all agreements and other
documents securing, guaranteeing, evidencing, governing or otherwise relating
to any of the foregoing, in each case, as amended, amended and restated,
supplemented, modified, replaced, substituted or renewed from time to time in
accordance with the terms of this Agreement.  Term Loan Credit Substitute Facility means
any facility that Refinances the Term Loan Credit Agreement then in existence
pursuant to Section 4.1.  For
the avoidance of  23


doubt,
the Term Loan Credit Substitute Facility may be a facility evidenced or
governed by a credit agreement, loan agreement, note agreement, promissory
note, indenture or any other agreement or instrument; provided that any
such Term Loan Substitute Facility shall be subject to the terms of this
Agreement for all purposes set forth herein (including the Lien priorities as
set forth herein as of the date hereof).  Term Loan Creditors means , at any time,
the Term Loan Agent, the Term Lenders, the administrative agent under the Term
Loan Credit Agreement and any other Term Loan Credit Documents, the collateral
agent under the Term Loan Credit Agreement and any other Term Loan Credit
Documents, each lender, noteholder or other creditor under the Term Loan Credit
Agreement, each holder of any Term Loan Hedging Obligations that at the time of
the incurrence of such Hedging Obligations is a lender or noteholder under the
Term Loan Credit Agreement or an Affiliate thereof and is a secured party under
any Term Loan Credit Document, the beneficiaries of each indemnification
obligation undertaken by any Obligor under any Term Loan Credit Document, and
each other holder of, or obligee in respect of, any Term Loan Obligations
(including pursuant to a Term Loan Credit Substitute Facility), in each case to
the extent designated as a secured party under any Term Loan Credit Document
outstanding at such time.  Term Loan Hedging Obligation means any
Hedging Obligations owed by the Borrower to the Term Loan Creditors or any of
their Affiliates pursuant to agreements entered into in connection with any
Term Loan Credit Agreement.  Term Loan Obligations means all
obligations, liabilities and indebtedness of every kind, nature and description
owing by the Company and each other Obligor under the Term Loan Credit
Documents, whether direct or indirect, absolute or contingent, joint or
several, due or not due, primary or secondary, liquidated or unliquidated,
including principal, interest, charges, fees, costs, indemnities and reasonable
expenses, however evidenced, and whether as principal, surety, endorser,
guarantor or otherwise, whether now existing or hereafter arising, whether
arising before, during or after the initial or any renewal term of the Term
Loan Credit Agreement and whether arising before, during or after the
commencement of any Insolvency Proceeding with respect to the Company or any
other Obligor (as such term is defined in the Term Loan Credit Agreement) (and
including the payment of any interest, fees, costs and other charges (including
default rate interest) which would accrue and become due but for the
commencement of such Insolvency Proceeding, but in the case of default rate
interest and other amounts accruing or payable in excess of basic contract
rates specified in the Term Loan Credit Documents, only to the extent such
amounts are allowed in any such Insolvency Proceeding), exclusive of the Excess
Term Obligations, which Excess Term Obligations shall be excluded from (and
shall not constitute) Term Loan Obligations solely for purposes of this
Agreement.  Term Loan Priority Collateral means all
Collateral other than Revolving Credit Priority Collateral.  Without limitation of the foregoing, property
not of a type described in the definition of Revolving Credit Priority
Collateral, and acquired by an Obligor, or created, after the commencement of
an Insolvency Proceeding with respect to such Obligor, and which, but for the
application of Section 552 of the Bankruptcy Code, would constitute
Collateral, shall, for the purposes of this Agreement, nonetheless constitute Term
Loan Priority Collateral. Notwithstanding the foregoing, in no event shall
property that is otherwise Term  24


Loan
Priority Collateral constitute Revolving Credit Priority Collateral due to the
fact that it was acquired by the Company or any other Obligor with the Proceeds
of Revolving Credit Priority Collateral.  Term Loan Priority Collateral Account
means any deposit account established or maintained by an Obligor or the Term
Loan Agent or any representative of either of the foregoing for the sole
purpose of holding the identifiable Proceeds of any Disposition of Term Loan
Priority Collateral that are required to be held in such account or accounts
pursuant to the terms of any Term Loan Credit Document as in effect on the date
hereof (or any comparable provision of any successor Term Loan Credit
Document).  Term Loan Purchase Option Closing Date has
the meaning set forth in Section 5.2.  Term Loan Refinancing Conditions means
that the following conditions must be met with respect to any applicable
amendment, restatement, supplement, modification, substitution, Refinancing,
renewal or replacement of the Term Loan Credit Documents if a Revolving Credit
Agreement then exists and the Revolving Agent is a party hereto: (i) it
has a final maturity no sooner than (unless such final maturity is more than
six months after the stated final maturity of the Revolving Credit Obligations
as in effect on the date hereof) and a weighted average life (measured as of
the date of such amendment, restatement, supplement, modification,
substitution, Refinancing, renewal or replacement) no less than that applicable
to the Term Loan Obligations on the date hereof; (ii) in the case of any
secured Refinancing, substantially concurrently with the entry into definitive
documentation evidencing such indebtedness, the lenders thereunder shall enter
into an intercreditor agreement on terms no less favorable to the Revolving
Creditors than this Agreement or execute an Intercreditor Agreement Joinder, (ii) Liens
on no categories of Collateral not subject to the Liens securing the Revolving
Credit Obligations are granted to secure it unless such categories of
Collateral also secure the Revolving Credit Obligations; and (iii) no
additional Person is obligated on such indebtedness unless such additional
Person also is or becomes an obligor on the Revolving Credit Obligations.  Term Loan Secured Claim means any portion
of the Term Loan Obligations.  Term Loan  Termination
Date means the date on which all Term Loan Obligations have been
Paid in Full (but shall not be deemed to occur if a Refinancing of any then
existing Term Loan Obligations occurs or a Term Loan Credit Substitute Facility
is entered into in connection with the repayment and Refinancing of any then
existing Term Loan Obligations).  Term Obligations  Purchaser has the meaning set forth in Section 5.1.  UCC means the Uniform Commercial Code of
any applicable jurisdiction and, if the applicable jurisdiction shall not have
any Uniform Commercial Code, the Uniform Commercial Code as in effect in the
State of New York.  UCC Notice has the meaning set forth in Section 3.2.  The
terms Certificated Security, Commodity Account, Deposit Account, Document, Equipment, Goods,
Healthcare Insurance Receivable,
Instrument,  25


Investment Property, Letter-of-Credit Right, Money, Payment
Intangible, Records,
Securities Account, Securities Entitlements, Supporting Obligations and Uncertificated Securities have the
meanings ascribed to them in the Uniform Commercial Code as in effect in the
State of New York from time to time.  1.2           Certain Matters of Construction.  The words hereof, herein and hereunder
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement and
section references are to this Agreement unless otherwise specified.  For purposes of this Agreement, the following
additional rules of construction shall apply: (a) wherever from the
context it appears appropriate, each term stated in either the singular or
plural shall include the singular and the plural, and pronouns stated in the
masculine, feminine or neuter gender shall include the masculine, the feminine
and the neuter, (b) the term including shall not be limiting or
exclusive, unless specifically indicated to the contrary, (c) all
references to statutes and related regulations shall include any amendments of
same and any successor statutes and regulations, (d) unless otherwise
specified, all references to any instruments or agreements, including
references to any of this Agreement and the Obligation Documents, shall include
any and all amendments or other modifications thereto and any and all
extensions or renewals thereof, and refinancings and replacements thereof, in
each case, made in accordance with the terms thereof and hereof, and (e) the
terms property and asset or properties and assets shall have the same
meaning.  Section 2.
Security Interests; Priorities.  2.1           Priorities.  (a)           Each Secured Creditor hereby
acknowledges that other Secured Creditors have been, or may in the future be,
granted Liens upon the Collateral to secure their respective Obligations and
hereby consent to such grant.  (b)           (i) The Liens of the Term Loan
Agent, the Term Loan Creditors and any agent, representative or trustee
representative acting on behalf of the Term Loan Agent or Term Loan Creditors
on the Term Loan Priority Collateral to the extent securing (or purporting to
secure) the Term Loan Obligations are and shall be senior in right, priority,
operation and effect to the Liens of (x) the Revolving Agent, the
Revolving Creditors and any agent, representative or trustee acting on behalf
of the Revolving Agent or Revolving Creditors on the Term Loan Priority
Collateral and (y) the Existing Notes Agent, the Existing Notes Creditors
and any agent, representative or trustee acting on behalf of the Existing Notes
Agent or Existing Notes Creditors on the Term Loan Priority Collateral and (ii) such
Liens of (x) the Revolving Agent, the Revolving Creditors and any agent,
representative or trustee acting on behalf of the Revolving Agent or Revolving
Creditors, if any, on the Term Loan Priority Collateral and (y) the
Existing Notes Agent, the Existing Notes Creditors and any agent,
representative or trustee acting on behalf of the Existing Notes Agent or
Existing Notes Creditors, in each case above, on the Term Loan Priority
Collateral, in each case above, are and shall be junior and subordinate in
right, priority, operation and effect to the Liens of the Term Loan Agent, the
Term Loan Creditors and any agent, representative or trustee representative
acting on behalf of the Term Loan Agent or Term Loan Creditors in the Term Loan
Priority Collateral to the extent securing (or purporting to secure) the Term
Loan Obligations.  The Liens of the Term
Loan Agent, the Term Loan Creditors  26


and any agent,
representative or trustee representative acting on behalf of the Term Loan
Agent or Term Loan Creditors on the Term Loan Priority Collateral, to the
extent securing (or purporting to secure) Excess Term Obligations, shall be
junior and subordinate to the Liens, if any, of the Revolving Agent, the
Revolving Creditors and any agent, representative or trustee acting on behalf
of the Revolving Agent or Revolving Creditors on the Term Loan Priority
Collateral, to the extent securing Revolving Credit Obligations. The Liens of
the Term Loan Agent, Term Loan Creditors and any agent, representative or
trustee acting on behalf of the Term Loan Agent or Term Loan Creditors on the
Revolving Credit Priority Collateral, to the extent securing (or purporting to
secure) the Term Loan Obligations, shall be senior to the Liens, if any, of the
Revolving Agent, the Revolving Creditors and any agent, representative or
trustee acting on behalf of the Revolving Agent or Revolving Creditors in the
Revolving Priority Collateral, to the extent securing (or purporting to secure)
Excess Revolving Credit Obligations.  The
Liens of the Term Loan Agent, the Term Loan Creditors and any agent,
representative or trustee representative acting on behalf of the Term Loan
Agent or Term Loan Creditors on the Revolving Credit Priority Collateral to the
extent securing (or purporting to secure) the Term Loan Obligations are and
shall be senior in right, priority, operation and effect to the Liens of  the Existing Notes Agent, the Existing Notes
Creditors and any agent, representative or trustee acting on behalf of the
Existing Notes Agent or Existing Notes Creditors on the Revolving Credit
Priority Collateral and such Liens of 
the Existing Notes Agent, the Existing Notes Creditors and any agent,
representative or trustee acting on behalf of the Existing Notes Agent or
Existing Notes Creditors on the Revolving Credit Priority Collateral, in each
case above, are and shall be junior and subordinate in right, priority,
operation and effect to the Liens of the Term Loan Agent, the Term Loan
Creditors and any agent, representative or trustee representative acting on
behalf of the Term Loan Agent or Term Loan Creditors in the Revolving Credit
Priority Collateral to the extent securing (or purporting to secure) the Term
Loan Obligations.  (c)           (i) The Liens, if any, of the
Revolving Agent, the Revolving Creditors and any agent, representative or
trustee acting on behalf of the Revolving Agent or Revolving Creditors on the
Revolving Credit Priority Collateral to the extent securing Revolving Credit
Obligations shall be senior in right, priority, operation and effect to the
Liens of (x) the Term Loan Agent, Term Loan Creditors and any agent,
representative or trustee acting on behalf of the term Loan Agent or Term Loan
Creditors on the Revolving Credit Priority Collateral and (y) the Existing
Notes Agent, the Existing Notes Creditors and any agent, representative or
trustee acting on behalf of the Existing Notes Agent or Existing Notes
Creditors on the Revolving Credit Priority Collateral and (ii) such Liens
of (x) the Term Loan Agent, Term Loan Creditors and any agent,
representative or trustee acting on behalf of the Term Loan Agent or Term Loan
Creditors and (y) the Existing Notes Agent, the Existing Notes Creditors
and any agent, representative or trustee acting on behalf of the Existing Notes
Agent or Existing Notes Creditors, in each case above, on the Revolving Credit
Priority Collateral, in each case above, are and shall be junior and subordinate
in right, priority, operation and effect to the Liens, if any, of the Revolving
Agent, the Revolving Creditors and any agent, representative or trustee acting
on behalf of the Revolving Agent or Revolving Creditors in the Revolving Credit
Priority Collateral to the extent securing (or purporting to secure) Revolving
Credit Obligations.  The Liens, if any,
of the Revolving Agent, the Revolving Creditors and any Agent, representative
or trustee acting on behalf of the Revolving Agent or Revolving Creditors on
the Revolving Credit Priority  27


Collateral, to the
extent securing (or purporting to secure) Excess Revolving Credit Obligations,
shall be junior and subordinate to the Liens of the Term Loan Agent, Term Loan
Creditors and any agent, representative or trustee acting on behalf of the Term
Loan Agent or Term Loan Creditors on the Revolving Credit Priority Collateral,
to the extent securing (or purporting to secure) Term Loan Obligations. The
Liens, if any, of the Revolving Agent, the Revolving Creditors and any agent,
representative or trustee acting on behalf of the Revolving Agent or Revolving
Creditors on the Term Loan Priority Collateral, to the extent securing (or
purporting to secure) the Revolving Credit Obligations, shall be senior to the
Liens of the Term Loan Agent, Term Loan Creditors and any agent, representative
or trustee acting on behalf of the Term Loan Agent or Term Loan Creditors in
the Term Loan Priority Collateral, to the extent securing (or purporting to
secure) Excess Term Obligations.  The
Liens, if any, of the Revolving Agent, the Revolving Creditors and any agent,
representative or trustee representative acting on behalf of the Revolving
Agent or Revolving Creditors on the Term Loan Priority Collateral to the extent
securing (or purporting to secure) the Revolving Credit Obligations are and
shall be senior in right, priority, operation and effect to the Liens of  the Existing Notes Agent, the Existing Notes
Creditors and any agent, representative or trustee acting on behalf of the
Existing Notes Agent or Existing Notes Creditors on the Term Loan Priority
Collateral and such Liens of  the
Existing Notes Agent, the Existing Notes Creditors and any agent,
representative or trustee acting on behalf of the Existing Notes Agent or
Existing Notes Creditors on the Term Loan Priority Collateral, in each case
above, are and shall be junior and subordinate in right, priority, operation
and effect to the Liens, if any, of the Revolving Agent, the Revolving
Creditors and any agent, representative or trustee representative acting on
behalf of the Revolving Agent or Revolving Creditors in the Term Loan Priority
Collateral to the extent securing (or purporting to secure) the Revolving
Credit Obligations.  (d)           The priorities of the Liens provided
in this Section 2.1 shall not be altered or otherwise affected by
any amendment, modification, supplement, extension, renewal, restatement,
replacement or Refinancing of any of the Obligations, by any action or inaction
which any of the Secured Creditors may take or fail to take in respect of any
Collateral or, except as expressly contemplated hereby, by the release of any
Collateral or the release of any of the guarantees of any of the Obligations.  (e)           All rights, powers and priorities of
the Term Loan Agent as a Primary Priority Secured Creditor are senior and
superior to the rights, powers and priorities of the Revolving Agent as a
Secondary Priority Secured Creditor, and all rights, powers and priorities of
the Term Loan Agent and the other Term Loan Creditors as secured creditors in
respect of the Collateral are senior and superior to all rights, however
arising, of the Existing Notes Creditors as secured creditors in respect of the
Collateral.  The Revolving Agent as a
Secondary Priority Secured Creditor shall exercise no rights, powers or
remedies as a Priority Secured Creditor so long as the Term Loan Obligations
have not been Paid in Full (without prejudice to its rights as a Junior Secured
Creditor under Section 3).  The
Existing Notes Creditors shall exercise no rights, powers or remedies as
secured parties in respect of the Collateral so long as the Term Loan
Obligations have not been Paid in Full. 
If at any time no Revolving Credit Agreement shall be in effect, the
Term Loan Agent shall be entitled to act a Primary Priority Secured Creditor in
respect  28


of the Term Loan
Priority Collateral and the Revolving Credit Priority Collateral for all
purposes of this Agreement.  (f)            All rights, powers and priorities of
the Revolving Agent as a Primary Priority Secured Creditor are senior and
superior to the rights, powers and priorities of the Term Loan Agent as a
Secondary Priority Secured Creditor, and all rights, powers and priorities of
the Revolving Agent and the other Revolving Creditors as secured creditors in
respect of the Collateral are senior and superior to all rights, however
arising, of the Existing Notes Creditors as secured creditors in respect of the
Collateral. The Term Loan Agent as a Secondary Priority Secured Creditor shall
exercise no rights, powers or remedies as a Priority Secured Creditor so long
as the Revolving Credit Obligations have not been Paid in Full (without
prejudice to its rights as a Junior Secured Creditor under Section 3).  The Existing Notes Creditors shall exercise
no rights, powers or remedies as secured parties in respect of the Collateral
so long as the Revolving Credit Obligations have not been Paid in Full.  (g)           All rights, powers and priorities of
the Term Loan Agent as a Primary Junior Secured Creditor are senior and
superior to the rights, powers and priorities of the Revolving Agent as a
Secondary Junior Secured Creditor.  The
Revolving Agent as a Secondary Junior Secured Creditor shall exercise no
rights, powers or remedies as a Junior Secured Creditor so long as the Term
Loan Obligations have not been Paid in Full, but at all times the Revolving
Agent as a Secondary Junior Secured Creditor shall have the obligations and
responsibilities of a Junior Secured Creditor.  (h)           All rights, powers and priorities of
the Revolving Agent as a Primary Junior Secured Creditor are senior and
superior to the rights, powers and priorities of the Term Loan Agent as a
Secondary Junior Secured Creditor.  The
Term Loan Agent as a Secondary Junior Secured Creditor shall exercise no
rights, powers or remedies as a Junior Secured Creditor so long as the
Revolving Credit Obligations have not been Paid in Full, but at all times the
Term Loan Agent as a Secondary Junior Secured Creditor shall have the
obligations and responsibilities of a Junior Secured Creditor.  2.2No Alteration of Priority.The priorities set forth in this Agreement in
respect of Collateral are applicable irrespective of the order, time, method or
manner of the creation, attachment, or perfection, or the order or time of
filing or recordation of any document or instrument, or other method of
perfecting a Lien in favor of each Secured Creditor in any Collateral, and
notwithstanding any conflicting terms or conditions that may be contained in
any of the Obligation Documents, any provision of any agreement, document,
instrument or applicable law and notwithstanding any subsequent failure to
maintain perfection of the Lien in favor of the applicable Secured Creditor,
provided that there has been an initial valid perfection of the Lien in such
Collateral as to the relevant Secured Creditor under applicable law.  The parties hereto acknowledge and agree that
it is their intention that the Collateral securing the Revolving Credit
Obligations and the Collateral securing the Term Loan Obligations as of the
date hereof be identical in all material respects (except with respect to
priorities as set forth in Section 2.1 hereof) and, in furtherance of such
intent, the parties hereto agree:  (a) to
cooperate in good faith in order to determine, upon any request by the
Revolving Agent or the Term Loan Agent, the specific assets included in the
Collateral securing their respective Obligations, the steps taken to perfect
the Liens thereon and the identity of the respective parties obligated under  29


any Obligation
Document, and (b) any Lien obtained by any Secured Creditor in respect of
any judgment obtained in respect of any obligations shall be subject in all
respects to the terms of this Agreement. 
The parties hereto further acknowledge and agree that it is their
intention that the Collateral securing the Revolving Credit Obligations and the
Collateral securing the Term Loan Obligations include at all times all of the
Collateral securing the Existing Notes Obligations (subject to the priorities
as set forth in Section 2.1 hereof) and, in furtherance of such intent,
the Existing Notes Creditors agree:  (a) to
cooperate in good faith in order to determine, upon any request by the
Revolving Agent or the Term Loan Agent, the specific assets included in the
Collateral securing the Existing Notes Obligations, the steps taken to perfect
the Liens thereon and the identity of the respective parties obligated under
any Obligation Document and (b) any Lien obtained by any Existing Notes
Creditor in respect of any judgment obtained in respect of any obligations
shall be subject in all respects to the terms of this Agreement..  The parties hereto further acknowledge and
agree that it is not their intention that the Collateral securing the Existing
Notes Obligations include all Collateral securing the Revolving Credit Obligations
and the Term Loan Obligations, and that there may be Collateral securing the
Revolving Credit Obligations and the Term Loan Obligations that does not
secure  the Existing Notes Obligations ,
including without limitation as contemplated by Section  2.4(d)  2.3Perfection; Contesting Liens.Each Secured Creditor shall be solely
responsible for creating, perfecting and maintaining the perfection of its Lien
in the Collateral in which such Secured Creditor has been or is intended to be
granted a Lien, provided that pursuant to the Existing Notes Documents and New
Notes Documents, the Obligors party to such agreements have agreed to be solely
responsible for creating, perfecting and maintaining Liens in the Collateral
which secure the Existing Note Obligations or New Notes Obligations, as the
case may be.  The foregoing provisions of
this Agreement are intended solely to govern the respective Lien priorities as
among the Secured Creditors in respect of Collateral and shall not impose on
any Secured Creditor any obligations in respect of the Disposition of Proceeds
or any Collateral that would conflict with prior perfected claims therein in
favor of any other Person or any order or decree of any court or governmental
authority or any applicable law.  Each
Secured Creditor agrees that it will not (a) institute, join in or support
any contest of the validity, perfection, priority or enforceability of the
Liens granted to, or purported to be granted to, any other Secured Creditor in
the Collateral (or any property purported to be included in the Collateral),
including, without limitation, any equity interests in, or any assets of, any
New License Subsidiary or any proceeds thereof, or the enforceability of the
Term Loan Obligations or the Revolving Credit Obligations (provided that
nothing in this Agreement shall be construed to prevent or impair the rights of
the Term Loan Agent or the Revolving Agent to enforce this Agreement); or (b) prior
to payment in full of the Term Loan Obligations, assert any right as an
unsecured creditor or, in the case of the Existing Notes Creditors, a secured
creditor, in, to or under any equity interests in, or any assets of, any New
License Subsidiary or any proceeds thereof.  2.4           Limitation on New Liens.  (a)           The parties hereto acknowledge that,
as of the date hereof, (i) the Liens of the Term Loan Agent under the Term
Loan Credit Documents do not encumber any assets of any Obligor which assets
are not subject to a Lien of the Revolving Agent under the Revolving Credit
Documents (unless as of the date hereof there are no Revolving Credit Documents
in effect) and (ii) the Liens of the Revolving Agent under the Revolving
Credit Documents, if any,  30


do not encumber any
assets of any Obligor which assets are not subject to a Lien of the Term Loan
Agent under the Term Loan Credit Documents and (iii) the Liens of the
Existing Notes Creditors under the Existing Notes Documents do not encumber any
assets of any Obligor which assets are not subject to a Lien of the Term Loan
Agent under the Term Loan Credit Documents and a Lien of the Revolving Agent
under the Revolving Credit Documents (unless as of the date hereof there are no
Revolving Credit Documents in effect).  (b)           During any period when Revolving
Credit Obligations are outstanding and until such Revolving Credit Obligations
have been Paid in Full, no Term Loan Creditor shall acquire after the initial
closing date under the Term Loan Credit Agreement any Lien on any assets of any
Obligor securing any Term Loan Obligation which assets are not also subject to
the Lien, if any shall then exist, of the Revolving Agent under the Revolving
Credit Documents, unless the Revolving Agent shall be notified thereof and
shall have had an opportunity to create a Lien thereon comparable to the Lien
thereon in favor of the Term Loan Creditors, provided that, notwithstanding the
foregoing, if the Revolving Agent shall have had an opportunity to create such
a comparable Lien and shall have failed to do so beyond 30 days after the later
of (x) the date it receives notice thereof and (y) the date it has
the opportunity to create such comparable Lien, the Term Loan Creditors shall
nevertheless be entitled to create and maintain such Lien on such assets though
they are not also subject to the Lien of the Revolving Agent under the
Revolving Credit Documents.  Such Liens,
if created in favor of the Term Loan Agent or Term Loan Creditors and the
Revolving Agent or Revolving Creditors shall be subject to the Lien priorities
set forth herein.  If any Term Loan
Creditor shall acquire or hold any Lien on any assets of any Obligor securing
any Term Loan Obligation which assets are not also subject to the Lien of the
Revolving Agent under the Revolving Credit Documents (other than by reason of
the failure of the Revolving Agent or the other Revolving Creditors to obtain
such a Lien as contemplated by the first sentence hereof), subject to the Lien
priorities set forth herein, then the Term Loan Agent (or the relevant Term
Loan Creditor) shall, without the need for any further consent of any other
Term Loan Creditor and notwithstanding anything to the contrary in any other
Term Loan Credit Document be deemed to also hold and have held, and the
applicable Obligors hereby grant in favor of the Revolving Agent for the
benefit of the Revolving Creditors as security for the Revolving Credit
Obligations, such a comparable Lien for the benefit of the Revolving Agent as
security for the Revolving Credit Obligations (subject to the Lien priorities
set forth herein and other terms hereof) and the Company shall promptly notify
the Revolving Agent in writing of the existence of such Lien.  (c)           Until the Term Loan Obligations have
been Paid in Full, no Revolving Creditor shall acquire after the initial
closing date under the Revolving Credit Agreement any Lien on any assets of any
Obligor securing any Revolving Credit Obligation which assets are not also
subject to the Lien of the Term Loan Agent under the Term Loan Credit
Documents, unless the Term Loan Agent shall be notified thereof and shall have
had an opportunity to create a Lien thereon comparable to the Lien thereon in
favor of the Revolving Loan Creditors, provided that, notwithstanding the
foregoing, if the Term Loan Agent shall have had an opportunity to create such a
comparable Lien and shall have failed to do so beyond 30 days after the later
of (x) the date it receives notice thereof and (y) the date it has
the opportunity to create such comparable Lien, the Revolving Loan Creditors
shall nevertheless be entitled to create and maintain such Lien on such assets
though they are not also subject to the Lien of the Term Loan Agent under the
Term Loan Credit Documents.  Such Liens,
if created in favor of the Term Loan Agent or  31


Term Loan Creditors
and the Revolving Agent or Revolving Creditors shall be subject to the Lien
priorities set forth herein.  If any
Revolving Creditor shall acquire or hold any Lien on any assets of any Obligor
securing any Revolving Credit Obligation which assets are not also subject to
the Lien of the Term Loan Agent under the Term Loan Credit Documents (other
than by reason of the failure of the Term Loan Agent or the other Term Loan
Creditors to obtain such a Lien as contemplated by the first sentence hereof),
subject to the Lien priorities set forth herein, then the Revolving Agent (or
the relevant Revolving Creditor) shall, without the need for any further
consent of any other Revolving Creditor and notwithstanding anything to the
contrary in any other Revolving Credit Document be deemed to also hold and have
held, and the applicable Obligors hereby grant in favor of the Term Loan Agent
for the benefit of the Term Loan Creditors as security for the Term Loan
Obligations, such a comparable Lien for the benefit of the Term Loan Agent as
security for the Term Loan Obligations (subject to the Lien priorities set
forth herein and other terms hereof) and the Company shall promptly notify the
Term Loan Agent in writing of the existence of such Lien.  (d)           No Existing Notes Creditor shall,
after the date hereof, acquire any Lien on (i) any assets of any Obligor
that do not at such time secure the Term Loan Obligations and, if then
outstanding, the Revolving Credit Obligations, or (ii) any equity
interests in, or any assets of, any New License Subsidiary or any proceeds
thereof.  2.5           Proceeds of Collateral.  Subject to the proviso to the first sentence
of Section 6.5, any Non-Priority Collateral or Proceeds thereof received
by any Secured Creditor including, without limitation, any such Non-Priority
Collateral constituting Proceeds, or any payment or Distribution, that may be
received by any Secured Creditor (a) in connection with the exercise of
any right or remedy (including any right of setoff) with respect to
Non-Priority Collateral, (b) in connection with any insurance policy claim
or any condemnation award (or deed in lieu of condemnation) as to Non-Priority
Collateral, (c) from the collection or other Disposition of, or
realization on, Non-Priority Collateral, whether or not pursuant to an
Insolvency Proceeding or (d) in violation of this Agreement, shall be
segregated and held in trust and promptly paid over to the Priority Secured
Creditor, in the same form as received, with any necessary endorsements, and
each Junior Secured Creditor hereby authorizes the Priority Secured Creditor to
make any such endorsements as agent for such Junior Secured Creditor (which
authorization, being coupled with an interest, is irrevocable).  In furtherance of the foregoing, any
Collateral or Proceeds thereof received by any Existing Notes Creditor
including, without limitation, any such Collateral constituting Proceeds, or
any payment or Distribution, that may be received by any Existing Notes
Creditor (a) in connection with the exercise of any right or remedy
(including any right of setoff) with respect to any Collateral, (b) in
connection with any insurance policy claim or any condemnation award (or deed
in lieu of condemnation) as to any Collateral, (c) from the collection or
other Disposition of, or realization on, any Collateral, whether or not
pursuant to an Insolvency Proceeding or (d) in violation of this
Agreement, shall be segregated and held in trust and promptly paid over to the
Priority Secured Creditor, in the same form as received, with any necessary
endorsements, and each Existing Notes Creditor hereby authorizes the Priority
Secured Creditor to make any such endorsements as agent for such Existing Notes
Creditor (which authorization, being coupled with an interest, is
irrevocable).  The Term Loan Agent, on
behalf of itself and the Term Loan Creditors, and the Existing Notes Agent, on
behalf of itself and the Existing Notes Creditors, each acknowledges and agrees
that the Revolving Credit Agreement includes a revolving commitment and that in
the ordinary  32


course of business
Revolving Agent will apply Proceeds of Revolving Credit Priority Collateral in
accordance with the terms thereof (which may not permanently reduce such
revolving commitment) and may make advances thereunder from time to time, and
may apply Proceeds of Term Loan Priority Collateral not required pursuant to
the provisions of the Term Loan Credit Documents as in effect on the date
hereof or this Agreement to be paid over to the Term Loan Agent or Term Loan
Creditors to repay Revolving Credit Obligations in the ordinary course.  The Existing Notes Agent, on behalf of itself
and the Existing Notes Creditors, acknowledges and agrees that the Revolving
Credit Agreement includes a revolving commitment and that in the ordinary
course of business Revolving Agent will apply Proceeds of Revolving Credit
Priority Collateral in accordance with the terms thereof (which may not
permanently reduce such revolving commitment) and may make advances thereunder
from time to time, and may apply Proceeds of Term Loan Priority Collateral not
required pursuant to the provisions of the Term Loan Credit Documents as in
effect on the date hereof or this Agreement to be paid over to the Term Loan
Agent or Term Loan Creditors to repay Revolving Credit Obligations in the
ordinary course.  The Revolving Agent, on
behalf of itself and the Revolving Creditors, acknowledges and agrees that the
Term Loan Credit Agreement contains provisions requiring prepayment of the Term
Loan Obligations and that the Obligors may continue to make such prepayments of
Term Loan Obligations notwithstanding any provision to the contrary in the
Revolving Credit Agreement or other Revolving Credit Documents.  The Existing Notes Agent, on behalf of itself
and the Existing Notes Creditors, acknowledges and agrees that Collateral and
Proceeds thereof may be applied to repayment or prepayment of the Revolving
Credit Obligations and Term Loan Obligations in accordance with the provisions
thereof, and prior to payment of the Existing Notes Obligations notwithstanding
any contrary provision in any Existing Notes Document.  2.6           Release of Collateral Upon
Permitted Collateral Sale.  Each
Junior Secured Creditor shall at any time in connection with any Permitted
Collateral Sale of Collateral that, as to such Junior Secured Creditor, is
Non-Priority Collateral and that is made free and clear of the Liens of the
Priority Secured Creditors (such Lien continuing as to Proceeds):  (a) upon the request of the Priority
Secured Creditor as to such Collateral subject to such Permitted Collateral
Sale, release or otherwise terminate its Liens on such Collateral (provided
that such Lien shall continue as to Proceeds thereof), (b) promptly
deliver such terminations of financing statements, partial lien releases,
mortgage satisfactions and discharges, endorsements, assignments or other
instruments of transfer, termination or release (collectively, Release Documents) and take such further
actions as the Priority Secured Creditor shall reasonably require in order to
release and/or terminate such Junior Secured Creditors Liens on such
Collateral subject to such Permitted Collateral Sale (but not the Proceeds of
such Collateral), and (c) be deemed to have consented under the applicable
Obligation Documents to such Permitted Collateral Sale free and clear of the
Junior Secured Creditors security interest (it being understood that the
Junior Secured Creditor shall still, subject to the terms of this Agreement,
have a security interest with respect to the Proceeds of such Collateral) and
to have waived the provisions of the applicable Obligation Documents to the
extent necessary to permit such transaction.  2.7Release of Collateral Upon Release Event.The Junior Secured Creditor
shall, at any time in connection with a Release Event with respect to any
Collateral that, as to such Junior Secured Creditor, is Non-Priority
Collateral:  (a) upon the request of
the Priority Secured Creditor with respect to such Collateral subject to such
Release Event (which request  33


will specify the
principal proposed terms of the sale and the type and amount of consideration
expected to be received in connection therewith), release or otherwise
terminate its Liens on such Collateral (provided that such Lien shall continue
as to Proceeds thereof), to the extent the Disposition of such Collateral is
either by (i) the Priority Secured Creditor or its agents or representatives
or (ii) any Obligor with the consent of the Priority Secured Creditor, (b) be
deemed to have consented under the applicable Obligation Documents to such
Disposition free and clear of the Junior Secured Creditors Liens (it being
understood that the Junior Secured Creditor shall still, subject to the terms
of this Agreement, have a security interest with respect to the Proceeds of
such Collateral) and to have waived the provisions of the applicable Obligation
Documents to the extent necessary to permit such transaction and (c) deliver
such Release Documents and take such further actions as Priority Secured
Creditor may reasonably require in connection therewith; provided that such
release by the Junior Secured Creditor shall not extend to, or otherwise affect
any of the rights of the Junior Secured Creditor to, the Proceeds from any such
Disposition of such Collateral subject to the provisions hereof.  2.8           Power of Attorney.  As to any Collateral that, as to any Junior
Secured Creditor, is Non-Priority Collateral, such Junior Secured Creditor
hereby irrevocably constitutes and appoints the Priority Secured Creditor as to
such Collateral and any officer of such Priority Secured Creditor, with full
power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of the Junior Secured
Creditor and in the name of the Junior Secured Creditor or in such Priority
Secured Creditor own name, from time to time in such Priority Secured Creditor discretion,
for the purpose of carrying out the terms of Sections 2.6 and 2.7 hereof, to
take any and all appropriate action and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of
such Sections, including any Release Documents, and, in addition, to take any
and all other appropriate and commercially reasonable action for the purpose of
carrying out the terms of such Sections, all subject to the limitations set
forth therein, such power of attorney being coupled with an interest and
irrevocable until the Term Loan Termination Date, if the Junior Secured
Creditor is the Revolving Agent, or the Revolving Credit Termination Date, if
the Junior Secured Creditor is the Term Loan Agent.  The Junior Secured Creditor hereby ratifies
all that said attorneys shall lawfully do or cause to be done pursuant to the
power of attorney granted in this Section 2.8 if done in accordance with
the provisions hereof.  No Person to whom
this power of attorney is presented, as authority for the Priority Secured
Creditor to take any action or actions contemplated hereby, shall be required
to inquire into or seek confirmation from any Junior Secured Creditor as to the
authority of the Priority Secured Creditor to take any action described herein,
or as to the existence of or fulfillment of any condition to this power of
attorney, which is intended to grant to the Priority Secured Creditor the
authority to take and perform the actions contemplated herein.  The Junior Secured Creditor irrevocably
waives any right to commence any suit or action, in law or equity, against any
Person that acts in reliance upon or acknowledges the authority granted under
this power of attorney.  2.9           Waiver.  Each Secured Creditor (a) subject to the
requirement that the Company shall be required to designate by written notice
to the Term Loan Agent any Revolving Credit Agreement for purposes hereof, as
contemplated hereby, waives any and all notice from any Secured Creditor of the
creation, renewal, extension or accrual of any of the Obligations under the
Obligation Documents and notice of or proof of reliance by the Secured
Creditors upon this Agreement and protest, demand for payment or notice except
to the extent otherwise  34


specified herein and (b) acknowledges
and agrees that the other Secured Creditors have relied upon the Lien priority
and other provisions hereof in entering into the Obligation Documents and in
making funds available to the Company, subject to the provisions hereof.  2.10         Notice of Interest In Collateral.  This Agreement, and the execution and
delivery by any party hereto to the other parties hereto, is intended, in part,
to constitute an authenticated notification of a claim by each Secured Creditor
to the other Secured Creditors of an interest in the Collateral in accordance
with the provisions of Sections 9-611 and 9-621 of the UCC.  Section 3. Enforcement
of Security.  3.1           No Duties of Priority Secured
Creditor.  Each Junior Secured
Creditor acknowledges and agrees that the Priority Secured Creditor shall not
have any duties or other obligations to such Junior Secured Creditor with
respect to any Priority Collateral, other than to transfer to such Junior
Secured Creditor (other than any Existing Notes Creditor, until such time as
all Revolving Credit Obligations and all Term Loan Obligations shall have been
Paid in Full) any remaining Collateral that constitutes Non-Priority Collateral
and any Proceeds of the sale or other disposition of any such Collateral that
constitutes Non-Priority Collateral remaining in its possession following the
Payment in Full of the associated Priority Obligations, or in the case of the
Existing Notes Creditors as Junior Secured Creditors, all Priority Obligations,
in each case without representation or warranty on the part of the Priority
Secured Creditor.  In furtherance of the
foregoing, each Junior Secured Creditor acknowledges and agrees that until the
Payment in Full of the associated Priority Obligations secured by any
Collateral on which such Junior Secured Creditor holds a Lien, the Priority
Secured Creditor shall be entitled, for the benefit of the holders of such
Priority Obligations, to sell, transfer or otherwise dispose of or deal with such
Collateral, as provided in the Priority Documents but in no event inconsistent
with the other provisions of this Agreement, without regard to any junior Lien
or any rights to which the holders of the Junior Obligations would otherwise be
entitled as a result of such Lien, except as otherwise provided herein.  Without limiting the foregoing, each Junior
Secured Creditor agrees that the Priority Secured Creditor shall not have any
duty or obligation first to sell, dispose of or otherwise liquidate all or any
portion of such Priority Collateral (or any other collateral securing the
Priority Obligations), in any manner that would maximize the return to such
Junior Secured Creditor, notwithstanding that the order and timing of any such
realization, sale, disposition or liquidation may affect the amount of proceeds
actually received by such Junior Secured Creditor from such realization, sale,
disposition or liquidation.  Following
the Payment in Full of the associated Priority Obligations, or in the case of
the Existing Notes Creditors as Junior Secured Creditor, all Priority
Obligations, the Junior Secured Creditor may, subject to any other agreements
binding on such Junior Secured Creditor, assert their rights under the New York
UCC or otherwise to any Proceeds remaining following a sale, disposition or
other liquidation of Collateral by, or on behalf of, the Priority Secured
Creditor or the Junior Secured Creditor. 
Each Junior Secured Creditor waives any claim such Junior Secured
Creditor may now or hereafter have against the Priority Secured Creditor
arising out of any actions that the Priority Secured Creditor takes or omits to
take (including actions with respect to the creation, perfection or
continuation of Liens on any Collateral, actions with respect to the
foreclosure upon, sale, release or depreciation of, or failure to realize upon,
any of the Collateral, and actions with respect to the collection of any claim
for all or any part of the Priority Obligations from any account debtor,  35


guarantor or any
other party) in accordance with this Agreement and the Priority Documents, or
arising out of the collection of the Priority Obligations or the valuation,
use, protection or release of any security for the Priority Obligations if
effected in accordance with this Agreement and the Priority Documents.  3.2           Management of Collateral.  Subject to the other terms and conditions of
this Agreement, each Priority Secured Creditor shall have the exclusive right
to manage, perform and enforce the terms of the applicable Obligation Documents
with respect to its Priority Collateral, to exercise and enforce all privileges
and rights thereunder according to its sole discretion and the exercise of its
sole business judgment, including the exclusive right to take or retake control
or possession of such Priority Collateral and to hold, prepare for sale,
process, Dispose of, or liquidate such Priority Collateral and to incur
expenses in connection with such Disposition and to exercise all the rights and
remedies of a secured lender under the UCC of any applicable jurisdiction.  In conducting any public or private sale
under the UCC of its Priority Collateral, the Priority Secured Creditor shall
give the Junior Secured Creditor such notice (a UCC Notice) of such sale as may be required by the applicable
UCC; provided, however, that 10 days notice shall be deemed to be commercially
reasonable notice.  Except as
specifically provided in this Section 3.2 or Section 3.4 below,
notwithstanding any rights or remedies available to a Junior Secured Creditor
under any of the applicable Obligation Documents, applicable law or otherwise,
no Junior Secured Creditor shall, directly or indirectly, take any Enforcement
Action with respect to Collateral that, as to such Junior Secured Creditor, is
Non-Priority Collateral; provided that, subject at all times to the provisions
of Section 2, upon the expiration of the applicable Standstill Period, a
Junior Secured Creditor (other than any Existing Notes Creditor) may take any
Enforcement Action as to such Collateral (provided that it gives the Priority
Secured Creditor at least 10 Business Days written notice prior to taking such
Enforcement Action); provided, further, that notwithstanding the expiration of
the Standstill Period or anything herein to the contrary, in no event shall any
Junior Secured Creditor take any Enforcement Action or exercise or continue to
exercise any such rights or remedies, or commence or petition for any such
action or proceeding (including any foreclosure action or proceeding or any
Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an
Insolvency Proceeding occurs and is continuing or (ii) the Priority
Secured Creditor shall have commenced the enforcement or exercise of any rights
or remedies with respect to more than a de minimis portion of such Non-Priority
Collateral, or with respect to any of such Non-Priority Collateral as to which
the Junior Secured Creditor has commenced an Enforcement Action, as applicable,
or commenced any such action or proceeding (including, without limitation, any
of the following (if undertaken and pursued to consummate a Disposition of such
Collateral within a commercially reasonable time): the solicitation of bids
from third parties to conduct the liquidation of all or any material portion of
such Collateral, the engagement or retention of sales brokers, marketing
agents, investment bankers, accountants, auctioneers or other third parties for
the purpose of valuing, marketing, promoting or selling all or any material
portion of such Collateral, the notification of account debtors to make
payments to the Priority Secured Creditor or its agents, the initiation of any
action to take possession of all or any material portion of such Collateral or
the commencement of any legal proceedings or actions against or with respect to
the foreclosure and sale of all or any material portion of such Collateral), or
the diligent attempt in good faith to vacate any stay prohibiting an Enforcement
Action with respect to all or any material portion of such Collateral or
diligently attempting in good faith to vacate any stay prohibiting an
Enforcement Action.  36


3.3           Notices of Default.  Each Secured Creditor shall give to the other
Secured Creditors prior to or substantially concurrently with the giving
thereof to any Obligor (a) a copy of any written notice by any Secured
Creditor of an Event of Default under any of its Obligation Documents or a
written notice of demand for payment from any Obligor and (b) a copy of
any written notice sent by such Secured Creditor to any Obligor stating such
Secured Creditors intention to exercise any material enforcement rights or
remedies against such Obligor, including written notice pertaining to any
foreclosure on all or any material part of its Priority Collateral or other
judicial or non-judicial remedy in respect thereof, and any legal process
served or filed in connection therewith; provided that the failure of any
Secured Creditor to give such required notice shall not result in any liability
to such Secured Creditor or affect the enforceability of any provision of this
Agreement, including the relative priorities of the Liens of the Secured
Creditors as provided herein, and shall not affect the validity or
effectiveness of any such notice as against the Company or any other Obligor;
provided, further, that the foregoing shall not in any way impair any claims
that any Secured Creditor may have against any other Secured Creditor as a
result of any failure of any Secured Creditor to provide a UCC Notice in
accordance with the provisions of this Agreement and applicable law (including
without limitation any liability that any Secured Creditor may have to any
other Secured Creditor as a result of any such failure).  3.4           Permitted Actions; Restricted
Prepayments.  Section 3.2 shall
not be construed to limit or impair in any way the right of:  (i) any Secured Creditor (other than any
Existing Notes Creditor) to bid for or purchase Collateral at any private or
judicial foreclosure upon such Collateral initiated by any Secured Creditor, (ii) any
Secured Creditor to join (but not control) any foreclosure or other judicial
lien enforcement proceeding with respect to the Collateral initiated by another
Secured Creditor for the sole purpose of protecting such Secured Creditors
Lien on the Collateral, so long as it does not delay or interfere with the
exercise by such other Secured Creditor of its rights under this Agreement, the
Obligation Documents and under applicable law and (iii) the Junior Secured
Creditor to exercise any rights expressly granted to them under this Agreement,
subject to the provisions hereof, and to receive any remaining proceeds of
Collateral that as to such Junior Secured Creditor is Non-Priority Collateral
after the Priority Obligations have been Paid in Full.  No Existing Notes Creditor shall exercise any
right to credit bid its Existing Notes Obligations, or claims in respect
thereof, at any private or judicial foreclosure upon such Collateral initiated
by any Secured Creditor.  3.5           Collateral InPossession.  (a)           Each of the Revolving Agent and the
Term Loan Agent and the Existing Notes Agent hereby acknowledges that, to the
extent that it holds, or a third party holds on its behalf, physical possession
of or has control (as defined in the UCC) over Collateral for purposes of
perfecting its Lien therein, such possession or control is also for the benefit
of, and the Revolving Agent and the Term Loan Agent, or such third party on its
behalf, as applicable, will be deemed to be holding such Collateral as agent
for, the Term Loan Agent and the other Term Loan Creditors or the Revolving
Agent and the other Revolving Creditors and the Existing Notes Agent and the
other Existing Notes Creditors, as applicable, as agent and bailee for
perfection, solely to the extent required to perfect their security interests
in such Collateral.  Nothing in the
preceding sentence shall be construed to impose any duty on the Revolving Agent
or the Term Loan Agent or Existing Notes Agent (or any third party acting on
either such  37


Persons behalf) with respect
to such Collateral or provide the Term Loan Agent, any other Term Loan
Creditor, the Revolving Agent or any other Revolving Creditor, or the Existing
Notes Agent or any other Existing Notes Creditor, as applicable, with any
rights with respect to such Collateral beyond those specified in this
Agreement, the Revolving Credit Documents and the Term Loan Credit Documents
and the Existing Notes Documents, as applicable.  Promptly following the Term Loan Termination
Date or Revolving Credit Termination Date, as the case may be, the Term Loan
Agent or the Revolving Agent, as the case may be, shall, upon the request of
the Revolving Agent or the Term Loan Agent, as the case may be, deliver, or
cause any third party holding such Collateral on its behalf to deliver, the
remainder of the Collateral, if any, in its possession to the designee of the
requesting Secured Creditor (except as may otherwise be required by applicable
law or court order).  Promptly following
the later of the Term Loan Termination Date and the Revolving Credit Termination
Date, the Term Loan Agent or the Revolving Agent, as the case may be, shall,
upon the request of the Existing Notes Agent, deliver, or cause any third party
holding such Collateral on its behalf to deliver, the remainder of the
Collateral, if any, in its possession to the designee of the Existing Notes
Creditor (except as may otherwise be required by applicable law or court
order).  (b)           It is understood and agreed that this
Section 3.5 is intended solely to assure continuous perfection of
the Liens granted under the applicable Obligation Documents, and nothing in
this Section 3.5 shall be deemed or construed as altering the
priorities or obligations set forth elsewhere in this Agreement.  The duties of each party under this Section 3.5
shall be mechanical and administrative in nature, and no party shall have, or
be deemed to have, by reason of this Agreement or otherwise a fiduciary
relationship in respect of the other party.  3.6           Waiver of Marshalling and Similar
Rights.  Each Secured Creditor, to
the fullest extent permitted by applicable law, waives as to each other Secured
Creditor any requirement regarding, and agrees not to demand, request, plead or
otherwise claim the benefit of, any marshalling, appraisement, valuation or
other similar right that may otherwise be available under applicable law.  3.7           Insurance and Condemnation Awards.  So long as the Term Loan Termination Date has
not occurred, the Term Loan Agent, and so long as the Revolving Credit
Termination Date has not occurred, the Revolving Agent, shall have the
exclusive right, subject to the rights of the Company under the applicable
Obligation Documents, to settle and adjust claims in respect of its Priority
Collateral under policies of insurance and to approve any award granted in any
condemnation or similar proceeding, or any deed in lieu of condemnation, in
respect of its Priority Collateral. 
After the occurrence of the Term Loan Termination Date, the Revolving
Agent, and after the occurrence of the Revolving Credit Termination Date, the Term
Loan Agent, shall have the exclusive right, subject to the rights of the
Company under the applicable Obligation Documents, to settle and adjust claims
in respect of its Non-Priority Collateral under policies of insurance and to
approve any award granted in condemnation or similar proceeding, or any deed in
lieu of condemnation, in respect of its Non-Priority Collateral.  Prior the later of the Term Loan Termination
Date and the Revolving Credit Termination Date, the Existing Loan Creditors
shall have no right to settle or adjust claims in respect of its Non-Priority
Collateral under policies of insurance or to approve any award granted in
condemnation or similar proceeding, or any deed in lieu of condemnation, in
respect of its Non-Priority Collateral.  38


3.8           Application of Proceeds of
Priority Collateral.  (a) 
Notwithstanding the Lien priorities established pursuant hereto as between the
Revolving Creditors and the Term Loan Creditors, the parties hereto agree that
the Proceeds of Term Loan Priority Collateral shall be distributed to
satisfaction of the Term Loan Obligations and the Revolving Credit Obligations
until Paid in Full, according to the priority of application set forth below:  (i)            FIRST,
to the fees and expenses of, and reimbursements and indemnification owed to,
the Term Loan Agent under this Agreement and under the Term Loan Credit
Documents to which it is a party that are unpaid as of the applicable date of
receipt of such Proceeds, and to any Secured Creditor that has theretofore
advanced or paid any such fees and expenses of, and reimbursements and
indemnification owed to, the Term Loan Agent in respect of the Term Loan
Priority Collateral, in an amount equal to the amount thereof so advanced or
paid by such Secured Creditor,  (ii)           SECOND,
to the pro rata payment of the
then unpaid Term Loan Obligations and Revolving Credit Obligations (pro rata based on the aggregate
outstanding amount thereof as of the date of payment after giving pro forma
effect to any substantially simultaneous application of Proceeds of Revolving
Credit Priority Collateral to satisfaction of the Revolving Credit
Obligations), until Paid in Full,  (iii)          THIRD,
to the payment of the Existing Notes Obligations then due and owing, and  (iv)          FOURTH,
to the Company and the other Obligors or their successors or assigns, as their
interests may appear, or to whosoever may be lawfully entitled to receive the
same or as a court of competent jurisdiction may direct.  (b) 
In accordance with the Lien priorities established pursuant hereto as between
the Revolving Creditors, the Term Loan Creditors and the Existing Notes
Creditors, the parties hereto agree that the Proceeds of Revolving Credit
Priority Collateral shall be distributed to satisfaction of the Revolving
Credit Obligations, the Term Loan Obligations and the Existing Notes
Obligations until Paid in Full, according to the priority of application set
forth below:  FIRST, to the fees and expenses of, and reimbursements
and indemnification owed to, the Revolving Agent under this Agreement and under
the Revolving Credit Documents to which it is a party that are unpaid as of the
applicable date of receipt of such Proceeds, and to any Secured Creditor that
has theretofore advanced or paid any such fees and expenses of, and
reimbursements and indemnification owed to, the Revolving Agent in respect of
the Revolving Credit Priority Collateral, in an amount equal to the amount
thereof so advanced or paid by such Secured Creditor,  (v)           SECOND,
to the payment of the then unpaid Revolving Credit Obligations (after giving
pro forma effect to any substantially simultaneous application of Proceeds of
Term Loan Priority Collateral to satisfaction of the Revolving Credit
Obligations), until Paid in Full,  39


(vi)          THIRD,
to the payment of the then unpaid Term Loan Obligations, until Paid in Full,  (vii)         FOURTH,
to the payment of the Existing Notes Obligations then due and owing, and  (viii)        FIFTH,
to the Company and the other Obligors or their successors or assigns, as their
interests may appear, or to whosoever may be lawfully entitled to receive the
same or as a court of competent jurisdiction may direct.  Section 4. Covenants  4.1           Amendment of Term Loan Credit
Documents.  The Term Loan Creditors
may at any time and from time to time and without consent of or notice to the
Revolving Agent or any other Revolving Creditor or the Existing Notes Agent or
any other Existing Notes Creditor, without incurring any liability to the
Revolving Agent or any other Revolving Creditor or the Existing Notes Agent or
any other Existing Notes Creditor, and without impairing or releasing any
rights or obligations hereunder or otherwise, amend, restate, supplement, modify,
substitute, Refinance, renew or replace any or all of the Term Loan Credit
Documents; provided, however, that Term Loan Creditors agree, solely for the
benefit of the Revolving Agent and the other Revolving Creditors and not for
the benefit of the Existing Notes Creditors, that they shall not amend,
restate, supplement, modify, substitute, Refinance, renew or replace any or all
of the Term Loan Credit Documents in any manner that would violate the Term
Loan Refinancing Conditions and shall not impose any mandatory prepayments not
in existence in the Term Loan Credit Documents as in effect on the date hereof.  4.2           Amendments to Revolving Credit
Documents.  The Revolving Creditors
may at any time and from time to time and without consent of or notice to any
Term Loan Creditor, without incurring any liability to the Term Loan Agent or
any other Term Loan Creditor and without impairing or releasing any rights or
obligations hereunder or otherwise, amend, restate, supplement, modify,
substitute, Refinance, renew or replace any or all of the Revolving Credit
Documents; provided, however, that the Revolving Creditors agree, solely for
the benefit of the Term Loan Agent and the other Term Loan Creditors and not
for the benefit of the Existing Notes Creditors, that they shall not amend,
restate, supplement, modify, substitute, Refinance, renew or replace any or all
of the Revolving Credit Documents in any manner that would violate the
Revolving Credit Refinancing Conditions.  4.3           Amendments to Existing Notes
Documents.  The Existing Notes
Creditors may at any time and from time to time and without consent of or
notice to any Term Loan Creditor or Revolving Creditor, without incurring any
liability to the Term Loan Agent or any other Term Loan Creditor or the
Revolving Agent or any other Revolving Creditor and without impairing or
releasing any rights or obligations hereunder or otherwise, amend, restate,
supplement, modify, substitute, Refinance, renew or replace any or all of the
Existing Notes Documents; provided, however, that Existing Notes Creditors
shall not amend, restate, supplement, modify, substitute, Refinance, renew or
replace any or all of the Existing Notes Documents in any manner that would
violate the Existing Notes Refinancing Conditions.  40


4.4           Enforcement Actions by Junior
Secured Creditors.  Each Junior
Secured Creditor shall give the Priority Secured Creditor at least 10 Business
Days written notice prior to taking any Enforcement Action as to any Collateral
that, as to such Junior Secured Creditor, is Non-Priority Collateral, which
notice may be given during the pendency of any Standstill Period.  Notwithstanding the foregoing, the Existing
Notes Creditors shall not take any Enforcement Action as to any Collateral
prior to Payment in Full of all Revolving Credit Obligations and all Term Loan
Obligations.  4.5           Legend; Authority.  Term Loan Agent and Revolving Agent and
Existing Notes Agent agree to cause Term Loan Credit Agreement, the Revolving
Credit Agreement and the Existing Notes Indenture, respectively, and each
related mortgage and each other security document, to contain the following
legend:  THIS
[AGREEMENT][INDENTURE] AND THE RIGHTS OF THE PARTIES HEREUNDER ARE SUBJECT TO
THE PROVISIONS OF THE OMNIBUS INTERCREDITOR AGREEMENT DATED AS OF [                                    ],
20[    ], BETWEEN [                      ]
AND THE OTHER CREDITORS PARTY THERETO FROM TIME TO TIME, AND THE [COMPANY AND
THE GUARANTORS][COMPANY AND THE OTHER [GRANTORS][OBLIGORS]], AS AMENDED OR
OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE PROVISIONS THEREOF.  Notwithstanding the
foregoing, if the jurisdiction in which any of the foregoing documents will be
filed prohibits the inclusion of any language above or would prevent a document
containing any such language from being recorded, the parties hereto, agree,
prior to such document being entered into, to negotiate in good faith
replacement language stating that the Liens granted under such document are subject
to the provisions of this Agreement.  Term Loan Agent and
Revolving Agent and Existing Notes Agent agree to cause the Term Loan Credit
Agreement, the Revolving Credit Agreement and the Existing Notes Indenture,
respectively, to contain the following provision:  The
[Lenders][Holders][other applicable term], [by their acceptance of the
[Notes]][by their execution and delivery hereof], hereby irrevocably authorize
and direct the [Agent][Trustee][other applicable term]  to enter into the Omnibus Intercreditor
Agreement [as defined herein] on behalf of the [Agent][Trustee][other
applicable term] and the 
[Lenders][Holders][other applicable term], and agree to be bound by the
provisions thereof as if they were direct signatories thereof, and to take all actions
required to be taken by them in accordance with the provisions thereof, and to
otherwise comply therewith, and irrevocably authorize and direct the
[Agent][Trustee][other applicable term] to take all actions on its or the
[Lenders][Holders][other applicable term] behalf as are necessary to comply
with the provisions thereof.  The rights
and remedies of the [Agent][Trustee][other applicable term], on behalf of the
[Lenders][Holders][other applicable term], under this [Agreement][Indenture]
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][Indenture], the terms of the Omnibus Intercreditor Agreement shall
govern and control.  41


Section 5. Purchase
Options  5.1           Term
Loan Agent Purchase Option.  (a)           Purchase Notice.  The Term Loan Creditors, acting through the
Term Loan Agent as a single group, shall have the option to purchase from the
Revolving Agent all but not less than all of the Revolving Credit Obligations
at any time following the (i) acceleration of the Revolving Credit
Obligations or termination of the commitment thereunder, (ii) the first
commencement of an Enforcement Action by Revolving Agent with respect to a
material portion of the Revolving Credit Priority Collateral or (iii) the
commencement of any Insolvency Proceeding. 
The Revolving Agent shall promptly deliver to the Term Loan Agent notice
of the first to occur of the events described in clauses (i), (ii) or (iii) of
this paragraph (a).  The Term Loan Agent
(on behalf of the exercising Term Loan Creditors (the Revolving Credit Obligations Purchaser))
shall exercise this option by giving written notice (the Term Loan  Agents
Purchase Notice) of its election to the Revolving Agent within ten (10) Business
Days following the delivery to the Term Loan Agent of such notice.  The Term Loan Agents Purchase Notice, once
delivered, shall be irrevocable and shall not be subject to withdrawal or
rescission.  (b)           Purchase Option Closing.  On the date specified by Term Loan Agent in
the Term Loan Agents Purchase Notice (which shall not be less than 3 Business
Days nor more than 15 Business Days after delivery to the Revolving Agent of
the Term Loan Agents Purchase Notice) (the Revolver
Purchase Option Closing Date),
Revolving Creditors shall sell to Revolving Credit Obligations Purchaser and
the Revolving Credit Obligations Purchaser shall purchase from Revolving
Creditors the Revolving Credit Obligations, without recourse, representation or
warranty(except as set forth in Section 5.1(e) below).  (c)           Purchase Price.  Such purchase and sale shall be made by
execution and delivery by the applicable parties of an assignment agreement in
form and substance reasonably satisfactory to all such parties.  On the Revolving Purchase Option Closing
Date, the Revolving Credit Obligations Purchasershall (i) pay to the Revolving Agent as the purchase
price an amount equal to 100% of the Revolving Credit Obligations outstanding
on the date of payment to Revolving Agent (including, without limitation, all
unpaid interest, fees and any other charges accruing after the commencement of
a bankruptcy, insolvency or liquidation proceeding, to the extent such amounts
are allowed or are recoverable pursuant to Section 506 of the Bankruptcy
Code or otherwise) other than Revolving Credit Obligations cash collateralized
in accordance with clause (ii) below, then outstanding and unpaid, (ii) furnish
cash collateral to Revolving Agent in such amounts as Revolving Agent
determines is reasonably necessary to secure Revolving Agent in connection with
any issued and outstanding Letters of Credit constituting Revolving Credit
Obligations (but not in any event in an amount greater than 105% of the
aggregate undrawn amount of such Letters of Credit) and any costs, expenses and
indemnification obligations not yet due and payable but with respect to which a
claim has been threatened or asserted in writing under any Obligation Document,
(iii) agree to reimburse Revolving Creditors for any loss, cost, damage or
expense (including reasonable attorneys fees and legal expenses) in connection
with any commissions, fees, costs or expenses related to any issued and
outstanding letters of credit and any checks or other payments provisionally
credited to the Revolving Credit Obligations, and/or as to which Revolving
Creditors have not yet received final payment and (iv) assume any then
existing loan commitment thereunder. The  42


purchase price shall be
remitted by wire transfer or immediately available funds to such bank account
of the Revolving Agent as the Revolving Agent may designate in writing to Term
Loan Agent for such purpose.  Interest
shall be calculated to but excluding the Business Day on which such purchase
and sale shall occur if the amounts so paid by the Revolving Credit Obligations
Purchaser to the bank account designated by the Revolving Agent are received in
such bank account prior to 2:00 p.m. New York time.  Subject to the provisions of Section 5.1(d),
following the consummation of such purchase, the Revolving Credit Obligations
Purchaser shall be entitled to all rights and benefits under the Revolving
Credit Documents to which the Revolving Creditors were entitled immediately
prior to consummation of such purchase, including the right to receive fee
income, expense reimbursement and indemnification.  All cash collateral and other amounts
delivered or paid pursuant to clause (ii) of the preceding sentence in
excess of amounts finally determined to be necessary to satisfy all
reimbursements, costs, expenses and indemnification obligations owing in
respect of items referred to in such clause (ii) shall be repaid to the
Revolving Credit Obligations Purchaser for distribution pro rata to the Persons
who paid such amounts to the Revolving Agent pursuant to such clause (ii).  (d)           Survival of Indemnification
Rights; Excess Revolving Credit Obligations.  Notwithstanding the foregoing provisions of
this Section 5.1, (i) no sale of the Revolving Credit
Obligations shall terminate or impair any Obligors obligations to indemnify
the Revolving Creditors pursuant to the Revolving Credit Documents, all of
which indemnity obligations shall survive any such sale or assignment as an
unsecured obligation of such Obligor; (ii) as between any Obligor and the
Revolving Creditors, no such indemnification obligations shall be amended or
modified without the Revolving Agents prior written consent; and (iii) Revolving
Creditors shall retain all rights under the Revolving Credit Documents with
respect to Excess Revolving Credit Obligations, but shall have no right to
exercise any such rights until all Revolving Credit Obligations and Term Loan
Obligations have been Paid in Full, unless the Term Loan Agent shall otherwise
agree and any such exercise must otherwise comply with the terms of this
Agreement.  (e)           Representations and Warranties.  Such purchase and sale shall be expressly
made with the following representations and warranties by the Revolving
Creditors:  (i)  the amount of the
Revolving Credit Obligations being purchased (including the principal of and
accrued and unpaid interest on and fees, including breakage fees and other
charges in connection with, such Revolving Credit Obligations), and the extent
of any existing loan commitment thereunder, (ii) that the Revolving
Creditors own the Revolving Credit Obligations being purchased free and clear
of any liens granted by the Revolving Creditors or Revolving Agent, and (iii) the
Revolving Creditors have the full right and power to assign the Revolving
Credit Obligations being purchased and such assignment has been duly authorized
by all necessary action by Revolving Agent.  (f)            Early Termination Fee.  If any early termination fee, prepayment
premium, yield maintenance or similar fee is provided for under the Revolving
Credit Documents at the time of the purchase and sale under this Section 5.1
but is not yet due and payable under the Revolving Credit Documents and
otherwise due as part of the purchase price under Section 5.1(c),
Term Loan Creditors agree not to modify or reduce such fee and, if such fee
becomes due and payable within 90 days after such purchase and sale, Term Loan
Creditors shall remit such fee to Revolving Agent as and when such fee is paid
by Company or such other Obligors.  43


5.2           Revolving
Agent Purchase Option  (a)           Purchase Notice.  Revolving Creditors shall have the option to
purchase from the Term Loan Creditors all but not less than all of the Term
Loan Obligations at any time following (i) Term Loan Agent or Term Loan
Creditors have accelerated the maturity of all or a material portion of the
Term Loan Obligations, (ii) the commencement of an Enforcement Action by
Term Loan Agent with respect to a material portion of the Term Loan Priority
Collateral, (iii) the commencement of any Insolvency Proceeding, or (iv) the
extension of the final maturity date of the Term Loan Obligations.  The Term Loan Agent shall promptly deliver to
the Revolving Agent notice of the first to occur of the events described in
clauses (i), (ii), (iii) or (iv) of this paragraph (a). Revolving
Agent (on behalf of the exercising Revolving Creditors (the Term  Obligations
Purchaser)) shall exercise this option by giving written notice
(the Revolving Agents  Purchase Notice) of its election to Term
Loan Agent within ten (10) Business Days following the delivery of such notice.  The Revolving Agents Purchase Notice, once
delivered, shall be irrevocable and shall not be subject to withdrawal or
rescission.  (b)           Purchase Option Closing.  On the date specified by Revolving Agent in
the Purchase Notice (which shall not be less than 3 Business Days nor more than
15 Business Days after delivery to the Term Loan Agent of the Revolving Agents
Purchase Notice) (the Term Loan Purchase
Option Closing Date), Term Loan Creditors shall sell to the Term
Obligations Purchaser, and Term Obligations Purchaser shall purchase from Term
Loan Creditors the Term Loan Obligations, without recourse, representation or
warranty(except as set forth in Section 5.2(e) below).  (c)           Purchase Price.  Such purchase and sale shall be made by
execution and delivery by the applicable parties of an assignment agreement in
form and substance reasonably satisfactory to all such parties.  On the Term Loan Purchase Option Closing
Date, the Term Obligations Purchaser shall (i) pay to the Term Loan Agent,
for the benefit of the Term Loan Creditors, as the purchase price an amount
equal to 100% of the Term Loan Obligations outstanding on the date of payment
to Term Loan Agent (including, without limitation, all unpaid interest, fees
and any other charges accruing after the commencement of a bankruptcy,
insolvency or liquidation proceeding, to the extent such amounts are allowed or
are recoverable pursuant to Section 506 of the Bankruptcy Code or
otherwise) other than Term Loan Obligations cash collateralized in accordance
with clause (ii) below, then outstanding and unpaid and (ii) furnish
cash collateral to Term Loan Agent in such amounts as Term Loan Agent
determines is reasonably necessary to secure Term Loan Agent in connection with
any Term Loan Hedging Obligation and any costs, expenses and indemnification
obligations not yet due and payable but with respect to which a claim has been
threatened or asserted in writing under any Obligation Document. The purchase
price shall be remitted by wire transfer or immediately available funds to such
bank account of the Term Loan Agent, for the benefit of the Term Loan
Creditors, as Term Loan Agent may designate in writing to Revolving Agent for
such purpose.  Interest shall be
calculated to but excluding the Business Day on which such purchase and sale
shall occur if the amounts so paid by the Term Obligations Purchaser to the
bank account designated by Term Loan Agent are received in such bank account
prior to 2:00 p.m. New York time. 
Subject to the provisions of Section 5.2(d), following the
consummation of such purchase, the Term Obligations Purchaser shall be entitled
to all rights and benefits under the Term Loan Credit Documents to which the
Term Loan Creditors were entitled immediately prior to consummation  44


of such purchase, including
the right to receive fee income, expense reimbursement and
indemnification.  All cash collateral and
other amounts delivered or paid pursuant to clause (ii) of the preceding
sentence in excess of amounts finally determined to be necessary to satisfy all
reimbursements, costs, expenses and indemnification obligations owing in
respect of items referred to in such clause (ii) shall be repaid to the
Term Obligations Purchaser for distribution pro rata to the Persons who paid
such amounts to the Term Loan Agent pursuant to such clause (ii).  (d)           Survival of Indemnification
Rights; Excess Term Loan Obligations. 
Notwithstanding the foregoing provisions of this Section 5.2,
(i) no sale of the Term Loan Obligations shall terminate or impair any
Obligors obligations to indemnify the Term Loan Creditors pursuant to the Term
Loan Credit Documents, all of which indemnity obligations shall survive any
such sale or assignment as an unsecured obligation of such Obligor; (ii) as
between any Obligor and the Term Loan Creditors, no such indemnification
obligations shall be amended or modified without Term Loan Creditors prior
written consent;and (iii) Term
Loan Creditors shall retain all rights under the Term Loan Credit Documents
with respect to Excess Term Obligations but shall have no right to exercise any
such rights until all Term Loan Obligations and Revolving Credit Obligations
have been Paid in Full, unless Revolving Agent shall otherwise agree, and any
such exercise must otherwise comply with the terms of this Agreement.  (e)           Representations and Warranties.  Such purchase and sale shall be made without
representation or warranty of any kind by Term Loan Creditors and without
recourse to Revolving Agent, except for the following representations and
warranties by the Term Loan Creditors:  (i) 
the amount of the Term Loan Obligations being purchased (including the
principal of and accrued and unpaid interest on and fees, including other
charges in connection with, such Term Loan Obligations), and the extent of any
existing loan commitment thereunder, (ii) that the Term Loan Creditors own
the Term Loan Obligations being purchased free and clear of any liens granted
by the Term Loan Creditors or Term Loan Agent, and (iii) each of the Term
Loan Creditors has the full right and power to assign the Term Loan Obligations
being purchased and such assignment has been duly authorized by all necessary
action by the Term Loan Creditors.  (f)            Early Termination Fee.  If any early termination fee, prepayment
premium, yield maintenance or similar fee is provided for under the Term Loan
Credit Documents at the time of the purchase and sale under this Section 5.2
but is not yet due and payable under the Term Loan Credit Documents and
otherwise due as part of the purchase price under Section 5.2(c),
the Revolving Creditors agree not to modify or reduce such fee and, if such fee
becomes due and payable within 90 days after such purchase and sale, Revolving
Creditors shall remit such fee to the Term Loan Agent as and when such fee is
paid by Company or such other Obligors.  5.3           Existing Notes Purchase Option.  Existing Notes Creditors shall not have any
option to purchase from the Term Loan Creditors or the Revolving Creditors any
of the Term Loan Obligations or the Revolving Credit Obligations, respectively,
at any time.  45


Section 6. Bankruptcy
Matters.  6.1           Post
Petition Financing; Cash Collateral.  (a)           If any Obligor or Obligors shall
become subject to Insolvency Proceedings and such Obligor or Obligors as
debtor(s)-in-possession (or a trustee appointed on behalf of such Obligor or
Obligors) shall move for approval of financing (DIP Financing) to be provided by one or more of the Revolving
Creditors (or to be provided by another person or group with the consent of the
Revolving Agent) under the Bankruptcy Code (Revolving
Creditor DIP Financing) or the use of cash collateral that is
Revolving Credit Priority Collateral (Revolver
Cash Collateral) with the consent (or non-objection) of the
Revolving Creditors under the Bankruptcy Code, and the Revolving Agent on
behalf of the Revolving Creditors consents (or does not object) to such use of
Revolver Cash Collateral or Revolving Creditor DIP Financing, then subject to Section 6.2,
the Term Loan Creditors and the Existing NotesCreditorsagree as
follows:  (i)            adequate
notice to Term Loan Creditors and the Existing NotesCreditorsfor such Revolving Creditor
DIP Financing or use of Revolver Cash Collateral shall be deemed to have been
given to the Term Loan Creditors and the Existing NotesCreditorsif the Term Loan Agent and
the Existing Notes Agent, as applicable, receives at least 5 Business Days
notice in advance of the hearing to approve such Revolving Creditor DIP
Financing or Revolver Cash Collateral on an interim basis and at least 15 days
in advance of the hearing to approve such Revolving Creditor DIP Financing or
use of Revolver Cash Collateral on a final basis,  (ii)           subject
to the satisfaction of the conditions in clause (iii)(A), (B) and (C) below,
such Revolving Creditor DIP Financing (and any Revolving Credit Obligations
which arose prior to the Insolvency Proceeding) may be secured by Liens on all
or a part of the Revolving Credit Priority Collateral which shall be superior
in priority to the Liens on the Revolving Credit Priority Collateral held by
any other Person (or pari passuin
priority with the Liens of the Revolving Creditors in the Revolving Credit
Priority Collateral securing the Revolving Credit Obligations and senior to the
Liens on the Revolving Credit Priority Collateral of any other Person), and  (iii)          so
long as (A) the aggregate principal amount of loans and letter of credit
obligations outstanding under any such Revolving Creditor DIP Financing,
together with the outstanding principal amount of the pre-petition Revolving
Credit Obligations, does not exceed the Maximum Revolving Credit Principal
Amount plus $3,000,000,(B) the
Term Loan Creditors and the Existing NotesCreditorsretain a Lien on
the Revolving Credit Priority Collateral (including proceeds thereof arising
after the commencement of such proceeding) with the same priority as existed
prior to the commencement of the case under the Bankruptcy Code or similar
Bankruptcy Law (junior in priority as to Revolving Credit Priority Collateral
securing such Revolving Creditor DIP Financing and junior in priority as to
Revolving Credit Priority Collateral securing the Revolving Credit Obligations,
including Senior Adequate Protection Liens and junior to any carve-out agreed
to by the Revolving Agent or other Revolving Creditors (and in the case of the
Existing Notes Creditors junior in priority as to  46


Revolving
Credit Priority Collateral to the Liens thereon securing the Term Loan
Obligations)) and (C) the Term Loan Creditors and the Existing NotesCreditorsreceive a replacement Lien
on post-petition assets, with the same priority as existed prior to the
commencement of the case under the Bankruptcy Code or similar Bankruptcy Law
(junior in priority to the Liens securing such Revolving Creditor DIP
Financing, to any such carve-out and to the existing Liens in favor of the
Revolving Agent on the Revolving Credit Priority Collateral, and in the case of
the Existing Notes Creditors junior in priority to the Liens on the Revolving
Credit Priority Collateral securing the Term Loan Obligations),  (A)the Term Loan Creditors and
the Existing NotesCreditorswill not
request or accept adequate protection or any other relief in connection with
the use of such Revolver Cash Collateral or the Liens on Revolving Credit
Priority Collateral securing such Revolving Creditor DIP Financing except as
set forth in Section 6.2 below,  (B)the Term Loan Creditors and
the Existing NotesCreditorswill
subordinate (and will be deemed hereunder to have subordinated) their Liens in
their Non-Priority Collateral (X) to the Liens securing such Revolving
Creditor DIP Financing on the same terms (but on a basis junior to the Liens in
Priority Collateral of the Revolving Creditors and, in the case of the Existing
Loan Creditors, to the Liens of the Term Loan Creditors in such Revolving
Credit Priority Collateral) as the Liens of the Revolving Creditors in their
Priority Collateral are subordinated thereto (and, in the case of the Existing
Loan Creditors, to the Liens of the Term Loan Creditors in such Revolving
Credit Priority Collateral) (except that if the Liens securing such Revolving
Creditor DIP Financing are to be pari passu
in priority with the Liens of the Revolving Creditors in the Revolving Credit
Priority Collateral securing the Revolving Credit Obligations, the Term Loan
Creditors and the Existing NotesCreditorsshall nonetheless
subordinate their Liens in such Non-Priority Collateral to such Liens  (and, in the case of the Existing Loan
Creditors, to the Liens of the Term Loan Creditors in such Revolving Credit
Priority Collateral) and such subordination will not alter in any manner the
terms of this Agreement), (Y) to any Senior Adequate Protection Liens or replacement
Liens granted to the Revolving Creditors (and, in the case of the Existing
Loan Creditors, to any Senior Adequate Protection Liens or replacement Liens granted
to the Term Loan Creditors) as adequate protection of their interests in their
Priority Collateral (or, in the case of the Term Loan Creditors in relation to
the Existing Notes Creditors, as adequate protection of the Term Loan Creditors
interests in any Collateral), and (Z) to any carve-out in an aggregate
amount agreed to by the Revolving Agent or the other Revolving Creditors , provided
that such carve-out shall be applied to the Revolving Credit Priority
Collateral, whether such Collateral existed before or after the petition date,
and  (C)the Term Loan Creditors and
the Existing Notes Creditors (X) shall not contest or oppose in any
manner, any Revolving Creditor DIP Financing, or any Revolver Cash Collateral
use or any adequate protection  47


provided
to the Revolving Creditors as adequate protection of their interests in their
Priority Collateral, (Y) shall be deemed to have waived any objections to
such adequate protection, Revolving Creditor DIP Financing or Revolver Cash
Collateral use,including, without
limitation, any objection alleging Obligors failure to provide adequate
protection of the interests of the Term Loan Creditors or the Existing Notes
Creditors and (Z) shall be deemed to have consented to the carve-out and
to the subordination of the Liens of the Term Loan Agent and the Existing Notes
Agent in the Revolving Credit Priority Collateral that secures the Revolving
Credit DIP Financing, in each case pursuant to clause (2) above.  (b)If any Obligor or Obligors shall become subject to
Insolvency Proceedings and such Obligor or Obligors as debtor(s)-in-possession
(or a trustee appointed on behalf of such Obligor or Obligors) shall move for
approval of DIP Financing to be provided by one or more of theTerm LoanCreditors or by a third party under the Bankruptcy Code(Term LoanCreditor DIP Financing)
or the use of cash collateral that isTerm LoanPriority
Collateral (Term LoanCash Collateral)
with the consent (or non-objection) of theTerm LoanCreditors
under the Bankruptcy Code, and the Term Loan Agent on behalf of the Term Loan
Creditors consents (or does not object) to such use of the Term Loan Cash
Collateral or Term Loan Creditor DIP Financing, thensubject to Section 6.2,the Revolving Creditors and the Existing Notes Creditors
agree as follows:  (i)adequate notice to Revolving
Creditors and the Existing Notes Creditors for such Term Loan Creditor DIP
Financing or use ofTerm LoanCash Collateral
shall be deemed to have been given to the Revolving Creditors and the Existing
Notes Creditors if the Revolving Agent and the and the Existing Notes Agent
receives notice at least 5 Business Days in advance of the hearing to approve
suchTerm LoanCreditor DIP Financing orTerm LoanCash Collateral on an interim basis and at least 15
days in advance of the hearing to approve suchTerm
LoanCreditor DIP Financing or use ofTerm
LoanCash Collateral on a final basis,  (ii)subject to the satisfaction
of the conditions in clause (iii)(A), (B) and (C) below, suchTerm LoanCreditor DIP Financing (and anyTerm LoanObligations which arose prior to the Insolvency
Proceeding) may be secured by Liens on all or a part of theTerm LoanPriority Collateral which shall be superior in priority
to the Liens on theTerm LoanPriority
Collateral held by any other Person (or pari passu in
priority with the Liens of the Term Loan Priority Collateral securing the Term
Loan Liens and senior to the Liens of any other Person), and  (iii)so long as (A) the
aggregate principal amount of loans and letter of credit accommodations
outstanding under any suchTerm LoanCreditor DIP
Financing, together with the outstanding principal amount of the pre-petitionTerm LoanObligations, does not exceed the MaximumTerm LoanPrincipal Amount plus $20,000,000,(B) the Revolving Creditors and the
Existing Notes Creditors retain a Lien on theTerm
LoanPriority Collateral (including proceeds thereof arising after the
commencement of such proceeding) with the same priority as existed prior to the
commencement of the case under the Bankruptcy Code or similar Bankruptcy Law  48


(junior
in priority as toTerm LoanPriority
Collateral securing suchTerm Loan
CreditorDIP Financing orTerm LoanObligations,
including Senior Adequate Protection Liens and junior to any carve-out agreed
to by theTerm LoanAgent or otherTerm LoanCreditors (and in the case of the Existing Notes
Creditors junior in priority as to Term Loan Priority Collateral to the Liens
thereon securing the Revolving Credit Obligations)) and (C) the Revolving
Creditors and the Existing NotesCreditorsreceive a
replacement Lien on post-petition assets, with the same priority as existed
prior to the commencement of the case under the Bankruptcy Code or similar
Bankruptcy Law (junior in priority to the Liens securing suchTerm LoanCreditor DIP Financing, to any such carve-out and
to the existing Liens in favor of theTerm
LoanAgent on theTerm LoanPriority
Collateral (and in the case of the Existing Notes Creditors junior in priority
to the Liens on the Term Loan Priority Collateral securing the Revolving Credit
Obligations)),  (A)the Revolving Creditors and
the Existing NotesCreditorswill not
request or accept adequate protection or any other relief in connection with
the use of suchTerm LoanCash Collateral
or the Liens onTerm LoanPriority
Collateral securing suchTerm LoanCreditor DIP
Financing except as set forth in Section 6.2 below,  (B)the Revolving Creditors and
the Existing NotesCreditorswill
subordinate (and will be deemed hereunder to have subordinated) their Liens in
their Non-Priority Collateral (X) to the Liens securing suchTerm LoanCreditor DIP Financing on the same terms (but on a
basis junior to the Liens in Priority Collateral of theTerm LoanCreditors and, in the case of the Existing Loan
Creditors, to the Liens of the Revolving Creditors in such Term Loan Priority
Collateral) as the Liens of theTerm
LoanCreditors in their Priority Collateral are subordinated thereto (and,
in the case of the Existing Loan Creditors, to the Liens of the Revolving
Creditors in such Term Loan Priority Collateral)(except that if the Liens
securing such Term Loan Creditor DIP Financing are to be pari passu in priority with the Liens of
the Term Loan  Creditors in the Term Loan
Priority Collateral securing the Term Loan Obligations, the Revolving Creditors
and the Existing Notes Creditors shall nonetheless subordinate their Liens in
such Non-Priority Collateral to such Liens 
(and, in the case of the Existing Loan Creditors, to the Liens of the
Revolving Creditors in such Term Loan Priority Collateral) and such
subordination will not alter in any manner the terms of this Agreement), (Y) to
any Senior Adequate Protection Liens or  replacement
Liens granted to theTerm LoanCreditors as
adequate protection of their interests in their Priority Collateral (or, in the
case of the Revolving Creditors in relation to the Existing Notes Creditors, as
adequate protection of the Revolving Creditors interests in any Collateral),
and (Z) to any carve-out agreed to by theTerm
LoanAgent or the otherTerm LoanCreditors, provided
that such carve-out shall be applied to the Term Loan Priority Collateral,
whether such Collateral existed before or after the petition date, and  (C)the Revolving Creditors (X) shall
not contest or oppose in any manner anyTerm
LoanCreditor DIP Financing, or anyTerm
LoanCash Collateral use or any adequate protection provided to theTerm LoanCreditors as  49


adequate
protection of their interests in their Priority Collateral, (Y) shall be
deemed to have waived any objections to such adequate protection,Term LoanCreditor DIP Financing orTerm LoanCash Collateral use,including,
without limitation, any objection alleging Obligors failure to provide adequate
protection of the interests of the Revolving Creditorsor the Existing
Notes Creditorsand (Z) shall be
deemed to have consented to the carve-out and to the subordination of the Liens
of the Revolving Agentand the Existing Notes Agentin the Term Loan Priority Collateral that secures the Term Loan
Creditor DIP Financing, in each case pursuant to clause (2) above.  (c)The Term Loan Creditors shall not, directly or indirectly,
offer to provide, support any other Person in providing, provide or seek to
provide DIP Financing secured by Liens equal or senior to the Liens on the
Revolving Credit Priority Collateral securing the Revolving Credit Obligations,
without the prior written consent of the Revolving Agent.  In no event will any of the Term Loan
Creditors seek to obtain a priming Lien on any of the Revolving Credit Priority
Collateral and nothing contained herein shall be deemed to be a consent by
Revolving Creditors to any adequate protection payments using Revolving Credit
Priority Collateral. The Revolving Creditors shall not, directly or indirectly,
offer to provide, support any other Person in providing, provide or seek to
provide DIP Financing secured by Liens equal to or senior to the Liens on the
Term Loan Priority Collateral securing the Term Loan Obligations, without the
written consent of the Term Loan Agent. 
In no event will any of the Revolving Creditors seek to obtain a priming
Lien on any of the Term Loan Priority Collateral and nothing contained herein
shall be deemed to be a consent by Term Loan Creditors to any adequate
protection payments using Term Loan Priority Collateral.  The Existing Notes Creditors shall not,
directly or indirectly, offer to provide, support any other Person in
providing, provide or seek to provide DIP Financing secured by Liens equal or
senior to the Liens on any Collateral securing the Revolving Credit Obligations
or the Term Loan Obligations,  In no
event will any of the Existing Notes Creditors seek to obtain a priming Lien on
any of the Collateral and nothing contained herein shall be deemed to be a
consent by Term Loan Creditors or the Revolving Creditors to any adequate
protection payments in favor of the Existing Notes Creditors, or in respect of
their Liens on any Collateral, using any of the Collateral.  6.2Adequate Protection.Notwithstanding the foregoing provisions in
this Section 6, in any Insolvency Proceeding, if any Priority Secured
Creditor (or any subset thereof) is granted adequate protection in respect of
its interests in its Priority Collateral (a Senior
Adequate Protection Lien) in the form of a replacement Lien, the
Junior Secured Creditors (other than any Existing Notes Creditors) may seek
(and the Priority Secured Creditors may not oppose) adequate protection of the
interests of the Junior Secured Creditors in such Priority Collateral in the
form of (i) a replacement Lien on the additional collateral subject to the
Senior Adequate Protection Liens (the Junior Adequate Protection
Liens), which Junior Adequate Protection Liens, if granted, will be
subordinate to all Liens (other than Liens (including Senior Adequate
Protection Liens) on Collateral that, as to such Junior Secured Creditor, is
its Priority Collateral, in which the Liens of the Junior Secured Creditor
shall remain senior, and, for clarity, other than any Liens securing the
Existing Notes Obligations) securing the Priority Obligations (including, without
limitation, the Senior Adequate Protection Liens and any carve-out agreed to
by the Priority Secured Creditors and any Liens securing debtor-in-possession
financing (whether or not constituting DIP Financing)) on the same basis as the
other Liens of the Junior  50


Secured Creditor on the Priority Secured Creditors Priority Collateral
securing the Junior Obligations are so subordinated under this Agreement
(provided that any failure of the Term Loan Creditors or Revolving Creditors to
obtain such Junior Adequate Protection Liens shall not impair or otherwise
affect the agreements, undertakings and consents of the Term Loan Creditors or
Revolving Creditors pursuant to Section 6.1) and (ii) superpriority
claims under Section 507(b) of the Bankruptcy Code junior in all
respects to the superpriority claims granted under Section 507(b) of
the Bankruptcy Code to the Priority Secured Creditors on account of any of the
Priority Obligations or granted under Section 364(c)(1) of the
Bankruptcy Code with respect to any debtor-in-possession financing (whether or
not constituting DIP Financing) or use of its cash collateral (e.g. Revolver
Cash Collateral or Term Loan Cash Collateral, as applicable); provided that the
inability of the Junior Secured Creditors to receive a Lien on actions under
Chapter 5 of the Bankruptcy Code or proceeds thereof shall not affect the
agreements and waivers set forth in this Section 6.2.  No Existing Notes Creditors shall seek any
Junior Adequate Protection Liens or other adequate protection or replacement
liens, or any superpriority claims under Section 507(b) of the
Bankruptcy Code, in respect of the interests of the Existing Notes Creditors in
any Collateral  6.3Sale of
Collateral; Waivers.  (a)In
any Insolvency Proceeding, the Junior Secured Creditors agree that they will
not object to or oppose a Disposition of any Collateral that, as to such Junior
Secured Creditor, is Non-Priority Collateral, free and clear of Liens or other
claims under Section 363 of the Bankruptcy Code or any other provision of
the Bankruptcy Code, if the Priority Secured Creditors with respect to such
Collateral have consented to such Disposition.No Junior Secured Creditor shallinitiate or prosecute or join with any
other Person to initiate or prosecute any claim, action or other proceeding,
take any position at any hearing or proceeding of any nature, or otherwise take
any action whatsoever including, without limitation, (i) challenging the
enforceability, validity, priority (on terms inconsistent with this Agreement)
or perfected status of any Liens on any Collateral securing the Priority
Obligations of the Priority Secured Creditors under the applicable Obligation
Documents, (ii) asserting any claims which the Company or any other
Obligor may hold with respect to the Priority Secured Creditors, or (iii) determination of any other
Secured Creditor in respect of any Priority Collateral or the value of any
claims of such parties under Section 506(a) of the Bankruptcy Code or
otherwise.  No Secured Creditor will
assert a claim that challenges the perfection or validity of a Lien or
Obligations of another Secured Creditor that is based on allegations (x) of
fraudulent conveyance, unlawful payment of distributions to equity holders or
other like allegations, or (y) that could be asserted with comparable
merit against Liens, interests or rights of the Person asserting the claim.  (b)Notwithstanding any other provision in this Agreement, any
Secured Creditor (other than any Existing Notes Creditor) may credit bid for
any assets that are subject to any Disposition in any Insolvency Proceeding in
accordance with Section 363(k) of the Bankruptcy Code; provided,
that (i) unless, prior to or in connection with a successful credit bid,
the Revolving Credit Obligations are Paid In Full, no Term Loan Creditor may
credit bid on any Revolving Credit Priority Collateral and (ii) unless,
prior to or in connection with a successful credit bid, the Term Loan
Obligations are Paid In Full, no Revolving Creditor may credit bid on any Term
Loan Priority Collateral .  No Existing
Notes Creditor may credit bid for any assets  51


that are subject to any Disposition in
any Insolvency Proceeding in accordance with Section 363(k) of the
Bankruptcy Code or otherwise.  6.4Invalidated
Payments.To the
extent that any Secured Creditor receives payments on its Priority Obligations
or Proceeds of Priority Collateral for application to its Priority Obligations
which are subsequently invalidated, declared to be fraudulent or preferential,
set aside and/or required to be repaid to a trustee, receiver or any other
party under any Bankruptcy Law, common law, equitable cause or otherwise (and
whether as a result of any demand, settlement, litigation or otherwise) (each a
Priority Claim Avoidance), then to the
extent of such payment or Proceeds received, such Priority Obligations, or part
thereof, intended to be satisfied by such payment or Proceeds shall be revived
and continue in full force and effect as if such payments or Proceeds had not
been received by such Priority Secured Creditors, and this Agreement, if
theretofore terminated, shall be reinstated in full force and effect as of the
date of such Priority Claim Avoidance, and such prior termination shall not
diminish, release, discharge, impair or otherwise affect the Lien priorities
and the relative rights and obligations of the Priority Secured Creditors and
the Junior Secured Creditors provided for herein with respect to any event
occurring on or after the date of such Priority Claim Avoidance.  The Junior Secured Creditors further agree
that none of them shall be entitled to benefit from any avoidance action
affecting or otherwise relating to any distribution or allocation made in
accordance with this Agreement, whether by preference or otherwise, it being
understood and agreed that the benefit of such avoidance action otherwise
allocable to them shall instead be allocated and turned over for application in
accordance with the priorities set forth in this Agreement.  6.5Payments.Nothing in this Agreement prohibits or limits
the right of a Junior Secured Creditor (other than any Existing Notes Creditor)
to receive and retain any debt or equity securities that are issued by a
reorganized debtor in respect of its Lien in its Non-Priority Collateral
pursuant to a plan of reorganization or similar dispositive restructuring plan
in connection with an Insolvency Proceeding, provided that any debt securities
received by a Junior Secured Creditor to the extent on account of its Junior
Obligations in respect of its Non-Priority Collateral that constitutes a secured
claim within the meaning of Section 506(b) of the Bankruptcy Code
will be paid over or otherwise transferred to the Priority Secured Creditor for
application in accordance with Section 2.5, unless such distribution is (x) made
under a plan that is consented to by the affirmative vote of all classes composed
of the secured claims of Priority Secured Creditors or (y) is of debt
securities that (A) are secured by a Lien on assets of the reorganized
debtor which assets are, as to such Junior Secured Creditor in its capacity as
Priority Secured Creditor hereunder, of the same character as its Priority Collateral
hereunder, and (B) if secured by assets that are of the same character as
its Non-Priority Collateral hereunder, such assets referred to in this clause (B) also
secure debt securities distributed to the Priority Secured Creditor in respect
of its Lien on such Collateral that is its Priority Collateral, and such Lien
of the Junior Secured Creditor referred to in this clause (B) is junior in
priority to the Lien of the Priority Secured Creditor in such assets to the
same extent as the Lien on its Non-Priority Collateral is junior to the Lien
thereon of the Priority Secured Creditor as provided herein, and in such case
the provisions of the next sentence shall govern.  If, in an Insolvency Proceeding, debt securities
of the reorganized debtor secured by Liens upon any property of the reorganized
debtor are distributed pursuant to a plan of reorganization or similar dispositive
restructuring plan, both on account of the Priority Secured Creditors Liens in
their Priority Collateral and on account of Junior Secured Creditors Liens in
such Collateral, then, to the extent the debt  52


securities distributed on account of the Priority Secured Creditors
Liens in their Priority Collateral and on account of the Junior Secured
Creditors Liens in such Collateral are secured by Liens upon the same
property, the provisions of this Agreement will survive the distribution of
such debt securities pursuant to such plan and will apply with like effect to
the Liens securing such debt securities. 
Notwithstanding the foregoing, if any Existing Notes Creditor shall
receive in respect of their Lien on any Collateral any debt or equity
securities that are issued by a reorganized debtor pursuant to a plan of
reorganization or similar dispositive restructuring plan in connection with an
Insolvency Proceeding, then unless such distribution is made under a plan that
is consented to by the affirmative vote of all classes composed of the secured
claims of Priority Secured Creditors, all such debt or equity securities so
received shall be paid or delivered directly to Priority Secured Creditors (to
be held and/or applied by the Priority Secured Creditors in accordance with the
terms of Section 3.8 hereof)  In the event of any Insolvency Proceeding,
except as otherwise provided above, all Proceeds of Priority Collateral
(including, without limitation, any Distribution which would otherwise, but for
the terms hereof, be payable or deliverable in respect of the Junior
Obligations as to such Priority Collateral) shall be paid or delivered directly
to Priority Secured Creditor (to be held and/or applied by the Priority Secured
Creditor in accordance with the terms of the applicable Obligation Documents)
until all Priority Obligations are Paid In Full before any of the same shall be
made to one or more of the Junior Secured Creditors on account of any Junior
Obligations, and each Junior Secured Creditor irrevocably authorizes, empowers
and directs any debtor, debtor in possession, receiver, trustee, liquidator,
custodian, conservator or other Person having authority, to pay or otherwise
deliver all such Distributions in respect of its Junior Obligations to the
Priority Secured Creditor.  Each Junior
Secured Creditor also irrevocably authorizes and empowers the Priority Secured
Creditors, in the name of each Junior Secured Creditor, to demand, sue for,
collect and receive any and all such Distributions in respect of any Junior
Obligations to which the Priority Secured Creditors are entitled hereunder.  6.6Separate Grants
of Security and Separate Classification.Each Secured Creditor acknowledges and agrees
that (a) the grants of Liens pursuant to the Term Loan Credit Documents
and the Revolving Credit Documents and the Existing Notes Documents constitute
three separate and distinct grants of Liens and (b) because of their
differing rights in the Collateral, the Revolving Credit Secured Claims, the
Term Loan Secured Claims and the Existing Notes Secured Claims are
fundamentally different and must be separately classified in any plan of
reorganization proposed or adopted in an Insolvency Proceeding.  No Term Loan Creditor shall seek in any
Insolvency Proceeding to be treated as part of the same class of creditors as
the Revolving Creditors or the Existing Notes Creditors or shall oppose any
pleading or motion for the Revolving Creditors, the Existing Notes Creditors
and the Term Loan Creditors to be treated as separate classes of
creditors.  No Revolving Creditor shall
seek in any Insolvency Proceeding to be treated as part of the same class of
creditors as the Term Loan Creditors or the Existing Notes Creditors or shall
oppose any pleading or motion for the Revolving Creditors, the Existing Notes
Creditors  and the Term Loan Creditors to
be treated as separate classes of creditors. 
No Existing Notes Creditor shall seek in any Insolvency Proceeding to be
treated as part of the same class of creditors as the Revolving Creditors or
the Term Loan Creditors or shall oppose any pleading or motion for the
Revolving Creditors, the Existing Notes Creditors and the Term Loan Creditors
to be treated as separate classes of creditors. 
Notwithstanding the foregoing, if it is held that the Revolving Credit
Secured Claims and/or the Existing Notes  53


Secured Claims and/or the Term Loan Secured Claims in respect of the
Collateral constitute only one secured claim (rather than separate classes of
secured claims), then the Secured Creditors hereby acknowledge and agree that
all distributions shall be made as if there were separate classes of secured
claims against the Company and the other Obligors in respect of the Collateral,
with the effect being that, to the extent that the aggregate value of the
Priority Collateral exceeds the amount of the Priority Obligations, the
Priority Secured Creditors as to such Priority Collateral shall be entitled to
receive to the extent of such excess, in addition to amounts distributed to
them in respect of principal, pre-petition interest and other claims, all
amounts owing in respect of post-petition interest, and fees, costs and charges
incurred subsequent to the commencement of the applicable Insolvency Proceeding
to the extent constituting Revolving Credit Obligations or Term Loan Obligations,
as applicable, in accordance with the other provisions hereof before any
distribution from such Priority Collateral is made in respect of any of the
claims held by the Junior Secured Creditors as to such Collateral.  6.7Rights as
Unsecured Lenders; Release of Lien in Non-Priority Collateral.In any Insolvency Proceeding, to the extent
not prohibited by this Agreement, each Secured Creditor may take any action,
file any pleading, appear in any proceeding and exercise rights and remedies
that could be taken by any unsecured creditor, in its capacity as such.  6.8Relief From the
Automatic Stay.Until the
Priority Obligations have been Paid in Full, the Junior Secured Creditor agrees
that it shall not, without the prior written consent of the Priority Secured
Creditor, seek or request relief from or modification of the automatic stay or
any other stay in any Insolvency Proceeding in respect of any part of the
Priority Collateral or any Proceeds thereof; provided, that, in the event the
Priority Secured Creditor seeks or requests relief from or modification of the
automatic stay or any other stay in any Insolvency Proceeding in respect of its
Priority Collateral, the Priority Secured Creditor agrees that the Junior
Secured Creditor may seek or request similar relief to that sought by the
Priority Secured Creditor, so that the Junior Secured Creditor may seek to
exercise its rights and remedies under the Junior Documents and against such
Collateral and Proceeds thereof subject to the provisions of this Agreement.  6.9Effect of
Agreement in Bankruptcy.This
Agreement shall be applicable both before and after the filing of any petition
by or against any Obligor under the Bankruptcy Code or any other Insolvency
Proceeding and all converted or succeeding cases in respect thereof, and all
references herein to any Obligor shall be deemed to apply to any trustee for
such Obligor and such Obligor as a debtor-in-possession.  The relative rights of the Term Loan Creditors
and the Revolving Creditors and the Existing Notes Creditors in respect of any
Collateral or Proceeds thereof shall continue after the filing of such petition
on the same basis as prior to the date of such filing.  This Agreement shall constitute a subordination
agreement for the purposes of Section 510(a) of the Bankruptcy Code
and shall be enforceable in any Insolvency Proceeding in accordance with its
terms.  Section 7. Representations and
Warranties.  The Revolving Agent and the Term Loan Agent
and the Existing Notes Agent each represent and warrant to the other parties
hereto that it is authorized under the Revolving  54


Credit Agreement and the
Term Loan Credit Agreement and the Existing Notes Indenture, as the case may
be, to enter into this Agreement.  Section 8. Miscellaneous.  8.1Termination.Subject to Section 6.4 and subject to Section 3.8,
(i) this Agreement shall terminate as to the Revolving Creditors (except
for their obligations and agreements under Section 2, Section 3.5, Section 3.8,
and Section 8, which shall continue in full force and effect) and be of no
further force and effect with respect to or for the benefit of the Revolving
Creditors (except as aforesaid) upon Payment in Full of the Revolving Credit
Obligations, and (ii) this Agreement shall terminate as to the Term Loan
Creditors (except for their obligations and agreements under Section 2, Section 3.5,
Section 3.8, Section 8, which shall continue in full force and
effect) and be of no further force and effect with respect to or for the
benefit of the Term Loan Creditors (except as aforesaid) upon Payment in Full
of the Term Loan Obligations.  8.2Successors and
Assigns; No Third Party Beneficiaries.  (a)This Agreement shall be binding upon each Secured Creditor
and its respective successors and assigns and shall inure to the benefit of
each Secured Creditor and its respective successors, participants and
assigns.  Except solely to the extent of
the Obligors rights to consent pursuant to and subject to the conditions in Section 8.7(b),
no other Person shall have or be entitled to assert rights or benefits
hereunder.  (b)Each Secured Creditor reserves the right to grant
participations in, or otherwise sell, assign, transfer or negotiate all or any
part of, or any interest in, their respective Obligations; provided that
no Secured Creditor shall be obligated to give any notices to or otherwise in
any manner deal directly with any participant in the Obligations and no
participant shall be entitled to any rights or benefits under this Agreement,
except through the Secured Creditor with which it is a participant.  (c)In connection with any participation or other transfer or
assignment, a Secured Creditor (i) may, subject to its respective
Obligation Documents, disclose to such assignee, participant or other
transferee or assignee all documents and information which such Secured
Creditor now or hereafter may have relating to any Obligor or the Collateral
and (ii) shall disclose to such participant or other transferee or assignee
the existence and terms and conditions of this Agreement.  8.3Notices.All notices and other communications provided
for hereunder shall be in writing and shall be sent by registered mail, return
receipt requested, sent by overnight courier, telecopied or sent by PDF or
other readable electronic means, delivered, as follows:  55


(a)
  if to the Term Loan Agent,
  to it at the following address:Attention:Re: FiberTowerFax:(     )Email:with a copy to:Gibson, Dunn &
  Crutcher LLP200 Park Avenue, 48th
  FloorNew York, New York
  10066-0193Attn: Robert L. CunninghamRe:  FiberTowerFax: (212) 351-25208Email:
  Rcunningham@GibsonDunn.com(b)
  if to the Revolving Agent,
  to it at the following address:,RE: FiberTowerAttention:Fax:  (     )Email:With a copy to:RE: FiberTowerAttention:Fax:  (     )Email:   56


(c)
  if to the Existing Notes
  Agent, to it at the following address:,RE: FiberTowerAttention:Fax:(     )Email:With a copy to:RE: FiberTowerAttention:Fax:(     )Email:(d)
  If to any Obligor, to it at the following address:c/o FiberTower CorporationAttention:Fax:with a copy to:RE:Attention:Fax:(     )Email:  or, as to each party, at such other address as shall be
designated by such party in a written notice to the other parties complying as
to delivery with the terms of this Section 8.3.  All such notices and other communications
shall be effective (i) if sent by registered mail, return receipt requested,
when received or 3 Business Days after mailing, whichever first occurs, (ii) if
telecopied or sent by other electronic means, when transmitted and a
confirmation is received, provided the same is on a Business Day and, if
not, on the next Business Day or (iii) if delivered by messenger or
overnight courier, upon delivery, provided
the same is on a Business Day and, if not, on the next Business Day.  57


8.4Counterparts.This Agreement may be executed by the parties
hereto in several counterparts, and each such counterpart shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement.  A signed counterpart (or
signature page) of this Agreement delivered by facsimile, PDF or other
electronic means shall be effective for all purposes as a manually signed
original thereof whether or not an original executed counterpart thereof is
delivered, and each party hereto shall promptly on request by any other party
hereto deliver a manually signed original executed counterpart to each such
requesting party.  8.5GOVERNING LAW;
CONSENT TO JURISDICTION AND VENUE.THIS AGREEMENT AND THE OBLIGATIONS ARISING
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
SUCH STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.  EACH OF THE PARTIES HERETO HEREBY CONSENTS
AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK SHALL
HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES AMONG THE
PARTIES HERETO PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR
RELATING TO THIS AGREEMENT; PROVIDED THAT THE PARTIES HERETO ACKNOWLEDGE THAT
ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE OF NEW YORK, NEW YORK.  EACH OF
THE PARTIES HERETO EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE
PARTIES HERETO HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON
LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.  8.6MUTUAL WAIVER
OF JURY TRIAL.THE PARTIES
HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING
BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, BETWEEN THE PARTIES ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH,
THIS AGREEMENT OR THE TRANSACTIONS RELATED THERETO.  8.7Amendments.  (a)No amendment or waiver of any provision of this Agreement,
and no consent to any departure by any Person from the terms hereof, shall in
any event be effective unless it is in writing and (i) insofar as it
relates to any rights or obligations of the Term Loan Agent and Revolving Agent
as between themselves, signed by the Term Loan Agent and the Revolving Agent,
and (ii) insofar as it relates to any rights or obligations of the
Existing Notes Creditors, signed by the Existing Notes Agent, the Term Loan
Agent and the Revolving Agent.  (b)No Obligor shall have any right to consent to or approve any
amendment, modification or waiver of any provision of this Agreement.  58


8.8No Waiver.No failure or delay on the part of any
Secured Creditor in exercising any power or right under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power or right preclude any other or further exercise thereof or the
exercise of any other power or right.  8.9Severability.  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 of this Agreement or affecting the
validity or enforceability of such provisions in any other jurisdiction.  8.10Further
Assurances.Each party
hereto agrees to cooperate fully with each other party hereto to effectuate the
intent and provisions of this Agreement and, from time to time, to execute and
deliver any and all other agreements, documents or instruments, and to take
such other actions, as may be reasonably necessary or desirable to effectuate
the intent and provisions of this Agreement.  8.11Headings.The section headings contained in this
Agreement are and shall be without meaning or content whatsoever and are not
part of this Agreement.  8.12Credit
Analysis.The Secured
Creditors (other than any Person acting as a trustee or collateral agent) shall
each be responsible for keeping themselves informed of (a) the financial
condition of the Obligors and all other all endorsers, obligors and/or
guarantors of the  Obligations and (b) all
other circumstances bearing upon the risk of nonpayment of the
Obligations.  No Secured Creditor shall
have any duty to advise any other Secured Creditor of information known to it
regarding such condition or any such other circumstances.  No Secured Creditor assumes any liability to
any other Secured Creditor or to any other Person with respect to:  (i) the financial or other condition of
Obligors under any instruments of guarantee with respect to the Obligations, (ii) the
enforceability, validity, value or collectibility of the Obligations, any
Collateral therefor or any guarantee or security which may have been granted in
connection with any of the Obligations or (iii) any Obligors title or
right to transfer any Collateral or security.  8.13Waiver of
Claims.To the maximum extent permitted
by law, each party hereto waives any claim it might have against any Secured
Creditor with respect to, or arising out of, any action or failure to act or
any error of judgment or negligence, mistake or oversight whatsoever on the
part of any other party hereto or their respective directors, officers,
employees or agents with respect to any exercise of rights or remedies under
the Obligation Documents or any transaction relating to the Collateral in accordance
with this Agreement.  None of the Secured
Creditors, nor any of their respective directors, officers, employees or agents
shall be liable for failure to demand, collect or realize upon any of the
Collateral or for any delay in doing so or, except as specifically provided
herein, shall be under any obligation to Dispose of any Collateral upon the
request of any Obligor or any Secured Creditor or any other Person or to take
any other action whatsoever with regard to any Collateral or any part thereof.  8.14Conflicts.In the event of any conflict between the
provisions of this Agreement and the provisions of the Obligation Documents,
the provisions of this Agreement shall govern.  59


8.15Specific Performance.Each of the Term Loan Agent and the Revolving
Agent and the Existing Notes Agent may demand specific performance of this
Agreement and, on behalf of itself and the respective other Secured Creditors,
hereby irrevocably waives any defense based on the adequacy of a remedy at law
and any other defense that might be asserted to bar the remedy of specific
performance in any action which may be brought by the respective Secured
Creditors.  8.16Provisions
Solely to Define Relative Rights.The provisions of this Agreement are and are
intended solely for the purpose of defining the relative rights of the Secured
Creditors.  None of the Obligors or any
other creditor thereof shall have any rights hereunder, and none of the
Obligors may rely on the terms hereof. 
Nothing in this Agreement is intended to or shall impair the obligations
of Obligors under the Obligations Documents.  8.17Lien Priority
Provisions; Subrogation.This
Agreement and the rights and benefits hereunder shall inure solely to the benefit
of the Term Loan Agent, the Term Loan Creditors and the Revolving Agent and the
Revolving Creditors and the Existing Notes Agent and the Existing Notes
Creditors and their respective successors and permitted assigns and no other
Person (including the Obligors or any trustee, receiver, debtor in possession
or bankruptcy estate in a bankruptcy or like proceeding) shall have or be
entitled to assert rights or benefits hereunder.  Each Junior Secured Creditor hereby agrees
that until the Term Loan Termination Date, if the Junior Secured Creditor is
the Revolving Agent, or the Revolving Credit Termination Date, if the Junior
Secured Creditor is the Term Loan Agent, it will not assert any rights of
subrogation it or they may acquire as a result of any payment hereunder.  Each Existing Notes Creditor hereby agrees
that until the later of the Term Loan Termination Date and Revolving Credit
Termination Date, it will not assert any rights of subrogation it or they may
acquire as a result of any payment hereunder. 
Nothing contained in this Agreement is intended to or shall impair the
obligation of any Obligor to pay the Obligations as and when the same shall
become due and payable in accordance with their respective terms.  8.18Entire
Agreement.This
Agreement and the Obligation Documents embody the entire agreement of the
Obligors, the Term Loan Agent, the Term Loan Creditors, the Revolving Agent,
the Revolving Creditors and the Existing Notes Agent and the Existing Notes
Creditors with respect to the subject matter hereof and thereof and supersede
all prior agreements and understandings relating to the subject matter hereof
and thereof and any draft agreements, negotiations and/or discussions involving
any Obligor and any of the Term Loan Agent, the Term Loan Creditors, the
Revolving Agent, the Revolving Creditors and the Existing Notes Agent and the
Existing Notes Creditors relating to the subject matter hereof.  8.19Indemnification.The Existing Notes Agent, the New Notes
Agent, the Term Loan Agent and each other Secured Creditor shall be entitled to
reimbursement of their respective expenses incurred hereunder and indemnity in
connection with the actions taken by any of them hereunder.  The Obligors, jointly and severally, hereby
agree to indemnify and hold harmless the Existing Notes Agent, the New Notes
Agent, the Term Loan Agent, and each other Secured Creditor and their
respective directors, officers, employees, agents, successors and assigns,
against and from any and all claims, actions, liabilities, costs and expenses
of any kind or nature whatsoever (including reasonable fees and disbursements
of counsel) that may be imposed on, incurred by, or asserted against any of
them, in any way relating to or arising out of  60


this Agreement, any exercise of remedies hereunder or any other action
taken or omitted by them hereunder, except to the extent a court holds in a
final and nonappealable judgment that such claims, actions, liabilities, costs,
and expenses directly resulted from the gross negligence or willful misconduct
of such indemnified Person.  The
provisions of this Section shall survive Payment in Full of the Existing
Notes Obligations, the New Notes Obligations, and the Term Loan Obligations,
the discharge or satisfaction of the Existing Notes Indenture and the New Notes
Indenture, and the termination of this Agreement.  8.20Obligations
Unconditional.All rights,
interests, agreements and obligations hereunder of the Priority Secured
Creditors in respect of any Collateral and the Junior Secured Creditors in
respect of such Collateral shall remain in full force and effect regardless of:  (a)any lack of validity or enforceability of any Priority
Document or any Junior Document and regardless of whether the Liens of the
Priority Secured Creditor are not perfected or are voidable for any reason;  (b)any change in the time, manner or place of payment of, or in
any other terms of, all or any of the Senior Obligations or Junior Obligations,
or any amendment or waiver or other modification (including any increase in the
amount thereof), whether by course or conduct or otherwise, of the terms of any
Priority Document or any Junior Document to the extent not inconsistent with
the provisions hereof;  (c)any lack of perfection of any Lien on any Collateral or
except as expressly provided herein, any exchange or release of Collateral, or
any amendment, waiver or other modification, whether in writing or by course of
conduct or otherwise, of all or any of the Senor Obligations or Junior
Obligations or any guarantee thereof; or  (d)the commencement of any Insolvency Proceeding in respect of
any Obligor.  [THE REMAINDER OF THIS PAGE
IS INTENTIONALLY LEFT BLANK]  61


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their respective officers thereunto duly
authorized as of the day and year first above written.  ,as Term Loan AgentBy:Name:Title:.,as Revolving AgentBy:Name:Title:.,as Existing Notes AgentBy:Name:Title:  Signature
Page to Amended and Restated Intercreditor Agreement


Each of the undersigned hereby acknowledges and
agrees to the foregoing terms and provisions.  COMPANY
AND OTHER OBLIGORS:  FIBERTOWER CORPORATIONBy:Name:Title:FIBERTOWER NETWORK SERVICES CORP.By:Name:Title:ART LEASING, INC.By:Name:Title:TELIGENT SERVICES
  ACQUISITION, INC.By:Name:Title:ART LICENSING CORP.By:Name:Title:FIBERTOWER SOLUTIONS
  CORPORATIONBy:Name:Title:  Signature
Page to Amended and Restated Intercreditor Agreement