Exhibit 4.13  Execution Copy  AMENDED AND
RESTATED INTERCREDITOR AGREEMENT  This AMENDED AND RESTATED INTERCREDITOR
AGREEMENT, dated as of December 7, 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:  2


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 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


(3)           an
issuance of Equity Interests by a Restricted Subsidiary of the Company to the
Company or to a wholly-owned Guarantor;  (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.  4


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;  (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.  5


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 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;  6


(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 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.  7


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.  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.  8


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, 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  9


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.  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.  10


Interim Notes Noteholders means the Persons
holding Interim Notes Indebtedness.  Interim Notes Obligations means Interim
Notes Indebtedness and all other Obligations in respect thereof.  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.  11


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.  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.  12


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), 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.  2.1           Acknowledgment 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).  2.2           Subordination. 
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.  2.3           Pari 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.  2.4           Prohibition 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  19


Working Capital Facility
Lenders in any of the 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.  2.5           No 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.  3.1           Exercise 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.  4.1           Application 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.  5.1           Releases.  (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.  5.2           Insurance. 
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


5.3           Amendments 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.  5.4           Rights 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.  5.5           Bailee 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 Facility Collateral Agent, 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.  5.6           Purchase 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 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  38


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 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  39


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
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.  40


7.2No 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 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.  7.3No 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  41


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 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;  42


(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
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  43


or order (subject in the
case of Proceeds of Shared Collateral, to the provisions of this Agreement);
and  (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  44


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 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.  7.4Obligations
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  45


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 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.  8.1Conflicts.  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.  8.2Continuing
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.  8.3Amendments;
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  46


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.  8.4Information
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.  8.5Application 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  47


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 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.  8.6Notices.  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.  8.7Joinder 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.  48


(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 Controlling Collateral Agent
and the Interim Notes Collateral Agent, thereafter become a party to this
Agreement.  8.8Further
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.  8.9Governing 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.  8.10Binding 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.  8.11Specific
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.  8.12Section 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  49


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.  8.13Counterparts.  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.  8.14Authorization.  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.  8.15No 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.  8.16Subrogation.  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  50


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 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.  8.17Certain
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:
  /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 President  Amended
and Restated Intercreditor Agreement


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:
  /s/
  Thomas A. ScottName:
  Thomas A. ScottTitle:
  Chief Financial OfficerAddress:185
  Berry St., Suite 4800San
  Francisco, CA 94107Attention:
  Chief Financial OfficerTelecopy
  No.: (415) 659-0007email
  address: tscott@fibertower.com  Amended
and Restated Intercreditor Agreement


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