Exhibit 4.9  Execution Copy  THIS SUPPLEMENTAL 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 THE TRUSTEE AND THE OTHER CREDITORS PARTY THERETO
FROM TIME TO TIME, AND THE COMPANY AND THE GUARANTORS, AS AMENDED OR OTHERWISE
MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE PROVISIONS THEREOF  
 FIBERTOWER CORPORATION,  as the Company,   the Guarantor parties named
herein   and   WELLS FARGO BANK, NATIONAL
ASSOCIATION,  as the Trustee   FIRST SUPPLEMENTAL INDENTURE  Dated as of December 16, 2009   to   INDENTURE  Dated as of December 7, 2009   9.00% Mandatorily
Redeemable Convertible Senior Secured Notes due 2012


TABLE OF
CONTENTS  PageARTICLE 1 Relation to Indenture; Definitions
  
  1SECTION 1.01. Relation to
  Indenture
  
  1SECTION 1.02. Definitions
  
  1SECTION 1.03. General
  References
  
  1ARTICLE 2 Guarantee
  
  2SECTION 2.01. Agreement to
  Guarantee
  
  2ARTICLE 3 Miscellaneous
  
  2SECTION 3.01. Certain Trustee
  Matters
  
  2SECTION 3.02. Continued Effect
  
  2SECTION 3.03. Governing Law
  
  2SECTION 3.04. Counterparts
  
  2


FIRSTSUPPLEMENTAL
INDENTURE, dated as of December 16, 2009 (this Supplemental Indenture), among FiberTower Corporation, a
Delaware corporation (the Company), FiberTower Spectrum Holdings LLC, a
Delaware limited liability company and an indirect wholly owned subsidiary of
the Company (the New Guarantor), the other Guarantor
parties named on the signature pages hereto (collectively, the Existing Guarantors), and Wells Fargo Bank, National
Association, as trustee under the Indenture referred to below (in such
capacity, the Trustee).  RECITALS  WHEREAS, the Company, the Existing Guarantors and
the Trustee are parties to an Indenture, dated as of December 7, 2009 (the
Original
Indenture), such Original Indenture, as amended and supplemented
from time to time (including without limitation pursuant to this Supplemental
Indenture), being referred to herein as the Indenture;  WHEREAS, the Company is required to cause the New
Guarantor to execute and deliver to the Trustee a supplemental indenture
pursuant to which the New Guarantor shall unconditionally guarantee, on a
senior secured basis, all of the Companys obligations under the Notes pursuant
to a Note Guarantee and on the terms and conditions set forth in the Indenture;  WHEREAS, pursuant to Section 10.01 of the
Indenture, the Trustee, the Company and the Existing Guarantors are authorized
to execute and deliver this Supplemental Indenture; and  WHEREAS, the execution and delivery of this
Supplemental Indenture have been duly authorized by the parties hereto, and all
other acts necessary to make this Supplemental Indenture a valid and binding
supplement to the Indenture effectively amending the Indenture as set forth herein
have been duly taken;  NOW, THEREFORE, in consideration of the premises,
agreements and obligations set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree, for the equal and proportionate benefit of all
Holders of the Notes, as follows:  ARTICLE 1
RELATION TO INDENTURE; DEFINITIONS  SECTION 1.01.Relation
to Indenture.  With respect to the Notes, this Supplemental Indenture constitutes an
integral part of the Indenture.  SECTION 1.02.  Definitions.  For all purposes of this Supplemental Indenture, except as otherwise
expressly provided herein, capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned thereto in the Original
Indenture.  SECTION 1.03.  General References.  All references in this Supplemental Indenture to Articles and Sections,
unless otherwise specified, refer to the corresponding Articles and Sections of
this Supplemental Indenture; and the terms herein, hereof, hereunder and
any other word of similar import refers to this Supplemental Indenture.


ARTICLE 2
GUARANTEE  SECTION 2.01.  Agreement to Guarantee.  The New Guarantor hereby agrees, jointly and severally with the
Existing Guarantors, to unconditionally guarantee, on a senior secured basis,
the Companys obligations under the Notes on the terms and subject to the
conditions set forth in Article 12 of the Indenture, and to be bound by
all other applicable provisions of the Indenture.  From and after the date hereof, the New
Guarantor shall be a Guarantor for all purposes under the Indenture and the
Notes.  ARTICLE 3
MISCELLANEOUS  SECTION 3.01.  Certain Trustee Matters.  The recitals contained herein shall be taken as the statements of the
Company and the Guarantors, and the Trustee assumes no responsibility for their
correctness.  The Trustee makes no representations as to the validity or sufficiency
of this Supplemental Indenture or the proper authorization or due execution
thereof by the Company or the Guarantors.  Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or should be construed to be assumed,
by the Trustee by reason of this Supplemental Indenture.  SECTION 3.02.  Continued Effect.  Except as expressly supplemented and amended by this Supplemental
Indenture, the Original Indenture shall continue in full force and effect in
accordance with the provisions thereof, and the Original Indenture (as supplemented
and amended by this Supplemental Indenture) is in all respects hereby ratified
and confirmed.  This Supplemental
Indenture and all its provisions shall be deemed a part of the Original
Indenture in the manner and to the extent herein and therein provided.  SECTION 3.03.  Governing Law.  This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.  SECTION 3.04.  Counterparts.  This instrument may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.  Delivery of an executed counterpart of a
signature page to this Supplemental Indenture by facsimile or electronic
transmission shall be effective as delivery of a manually signed counterpart of
this Supplemental Indenture.  (Signature Pages Follow)  2


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and delivered, all as of the day and year first
above written.   COMPANY:FIBERTOWER CORPORATIONBy:
  /s/ Thomas A. ScottName:
  Thomas A. ScottTitle: Chief Financial OfficerNEW GUARANTOR:FIBERTOWER SPECTRUM HOLDINGS LLCBy:
  /s/ Thomas A. ScottName:
  Thomas A. ScottTitle: Chief Financial OfficerEXISTING GUARANTORS:FIBERTOWER NETWORK SERVICES CORP.By:
  /s/ Thomas A. ScottName:
  Thomas A. ScottTitle: Chief Financial OfficerFIBERTOWER SOLUTIONS CORPORATIONBy:
  /s/ Thomas A. ScottName:
  Thomas A. ScottTitle: Chief Financial OfficerFIBERTOWER LICENSING CORP.By:
  /s/ Thomas A. ScottName:
  Thomas A. ScottTitle: Chief Financial Officer  SIGNATURE PAGE TO
SUPPLEMENTAL INDENTURE


FIBERTOWER BROADBAND CORP.By:
  /s/ Thomas A. ScottName:
  Thomas A. ScottTitle: Chief Financial OfficerTELIGENT SERVICES ACQUISITION, INC.By:
  /s/ Thomas A. ScottName:
  Thomas A. ScottTitle: Chief Financial OfficerTRUSTEE:WELLS FARGO BANK, NATIONAL ASSOCIATION,as TrusteeBy:
  /s/ Patrick GiordanoAuthorized
  Signatory  SIGNATURE PAGE TO
SUPPLEMENTAL INDENTURE