Exhibit 4.11  Execution Copy 
   COLLATERAL AGREEMENT  (Interim Notes)  dated as of  December 7, 2009  Among  FIBERTOWER CORPORATION,  the Subsidiaries of FIBERTOWER CORPORATION
from time to time party hereto,   and  WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Collateral Agent   
  THIS COLLATERAL AGREEMENT, AND THE RIGHTS OF
THE PARTIES HEREUNDER, ARE SUBJECT TO THE PROVISIONS OF THE OMNIBUS
INTERCREDITOR AGREEMENT, DATED AS OF DECEMBER 7, 2009, AMONG THE COLLATERAL
AGENT, THE TRUSTEE (AS DEFINED HEREIN) AND THE OTHER CREDITORS PARTY THERETO
FROM TIME TO TIME, AND THE GRANTORS (AS DEFINED HEREIN), AS AMENDED OR
OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE PROVISIONS THEREOF.


TABLE OF CONTENTS  PageARTICLE I Definitions
  
  
  1SECTION 1.01
  Indenture
  
  1ARTICLE II [Reserved]
  
  6ARTICLE III Security Interests in Personal Property
  
  6SECTION 3.01
  Security Interest
  
  6SECTION 3.02
  Representations and Warranties
  
  8SECTION 3.03
  Covenants
  
  10SECTION 3.04
  Other Actions
  
  11SECTION 3.05
  Voting Rights; Dividends and Interest, Etc.
  
  12SECTION 3.06
  Additional Covenants Regarding Patent, Trademark and Copyright
  Collateral
  
  12ARTICLE IV Remedies
  
  
  13SECTION 4.01
  Pledged Collateral
  
  13SECTION 4.02
  Uniform Commercial Code and Other Remedies
  
  14SECTION 4.03
  Application of Proceeds
  
  16SECTION 4.04
  Grant of License to Use Intellectual Property
  
  17SECTION 4.05
  Securities Act, Etc.
  
  17SECTION 4.06
  Intercreditor Agreements.
  
  18SECTION 4.07
  Exercise of Control.
  
  18ARTICLE V [Reserved]
  
  
  18ARTICLE VI Miscellaneous
  
  18SECTION 6.01
  Notices
  
  18  i


Table
of Contents
(Continued)  PageSECTION 6.02
  Survival of Agreement
  
  18SECTION 6.03
  Binding Effect; Several Agreement
  
  19SECTION 6.04
  Successors and Assigns
  
  19SECTION 6.05
  Collateral Agents Fees and Expenses; Indemnification
  
  19SECTION 6.06
  Collateral Agent Appointed Attorney-inFact
  
  19SECTION 6.07
  Applicable Law
  
  20SECTION 6.08
  Waivers; Amendment
  
  20SECTION 6.09
  WAIVER OF JURY TRIAL
  
  21SECTION 6.10
  Severability
  
  21SECTION 6.11
  Counterparts
  
  21SECTION 6.12
  Headings
  
  22SECTION 6.13
  Jurisdiction; Consent to Service of Process
  
  22SECTION 6.14
  Termination or Release
  
  22SECTION 6.15
  FCC Compliance
  
  23SECTION 6.16
  Additional Parties
  
  24SECTION 6.17
  Security Interest and Obligations Absolute
  
  24  SchedulesSchedule I
  
  GuarantorsSchedule II
  
  Equity Interests; Pledged Debt SecuritiesSchedule III
  
  Intellectual PropertySchedule IV
  
  Offices for UCC FilingsSchedule V
  
  UCC InformationSchedule VI
  
  Commercial Tort Claims, Chattel Paper and Instruments  ii


Table
of Contents
(Continued)  Page  ExhibitsExhibit A
  
  Form of SupplementExhibit B-1
  
  Form of Security
  Agreement  PatentsExhibit B-2
  
  Form of Security
  Agreement  TrademarksExhibit B-3
  
  Form of
  Security Agreement  Copyrights  iii


COLLATERAL AGREEMENT dated as of December 7,
2009 (this Agreement), among FIBERTOWER CORPORATION, a Delaware limited
liability company (the Borrower), the subsidiaries of the Borrower
from time to time party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as
collateral agent (in such capacity, the Collateral Agent).  PRELIMINARY STATEMENTS  A.            Reference
is made to the Indenture dated as of December 7, 2009 (as amended,
restated, amended and restated, supplemented or otherwise modified from time to
time, the Indenture), among the Borrower, certain Subsidiaries of the
Borrower party thereto, and Wells Fargo Bank, National Association, as Trustee
(in such capacity, the Trustee), governing those certain 9.00%
Mandatorily Redeemable Convertible Senior Secured Notes Due 2012 (the Notes).  B.            The
Holders (such term and each other capitalized term used but not defined in
these preliminary statements have the meanings given or ascribed to them in Article I)
have agreed to acquire the Notes pursuant to the Exchange Offer (as defined in
the Indenture) or to purchase the Notes, in each case pursuant to, and upon the
terms and conditions specified in, the Indenture and/or the Exchange
Offer.  The Indenture requires, and the
Exchange Offer contemplates, among other things, the execution and delivery of
this Agreement by the Borrower and each Guarantor.  Accordingly, the parties hereto agree as
follows:  ARTICLE I  Definitions  SECTION 1.01             Indenture.  (a) Capitalized terms used in this
Agreement and not otherwise defined herein have the meanings set forth in the
Indenture.  The terms Account, Commercial
Tort Claim, Chattel Paper, Deposit Account, Document, Equipment, General
Intangible, Payment Intangible, Good, Inventory, Letter-of-Credit Right,
Securities Account, Supporting Obligations and Proceeds, and all other
terms defined in the New York UCC (as such term is defined herein) and not
defined in this Agreement have the meanings specified therein.  The term Instrument shall have the meaning
specified in Article 9 of the New York UCC.  (b)           The rules of construction specified in Section 1.04
of the Indenture also apply to this Agreement.  (c)           Other
Defined Terms.As used in
this Agreement, the following terms have the meanings specified below:  Account Debtor means any Person who
is or who may become obligated to any Grantor under, with respect to or on
account of an Account.  After-Acquired Intellectual Property
shall have the meaning assigned to such term in Section 3.06(e).  1


Agreement shall have the meaning
assigned to such term in the preamble.  Bankruptcy Default shall mean an
Event of Default of the type described in Sections 7.01(8) and (9) of
the Indenture.  Borrower shall have the meaning
assigned to such term in the preamble.  Closing Date shall mean the Exchange
Offer Completion Date.  Collateral shall have the meaning
assigned to such term in Section 3.01.  Collateral Agent shall have the
meaning assigned to such term in the preamble.  Copyright License shall mean any
written agreement, now or hereafter in effect, granting any right to any third
person under any Copyright now or hereafter owned by any Grantor or that such
Grantor otherwise has the right to license, or granting any right to any
Grantor under any copyright now or hereafter owned by any third party, and all
rights of such Grantor under any such agreement.  Copyrights shall mean all of the
following now owned or hereafter acquired by any Grantor: (a) all
copyright rights in any work subject to the copyright laws of the United
States, whether as author, assignee, transferee or otherwise, (b) all
registrations and applications for registration of any such copyright in the
United States, including registrations, recordings, supplemental registrations
and pending applications for registration in the United States Copyright Office
(or any successor office), including those listed on Schedule III and (c) all
causes of action arising prior to or after the date hereof for infringement of
any Copyright or unfair competition regarding the same.  Domain Names shall mean all Internet
domain names and associated URL addresses in or to which any Grantor now or
hereafter has any right, title or interest.  Excluded Property shall mean:  (a)           Excluded Assets (only for so long as such assets or rights
constitute Excluded Assets);  (b)           any voting Equity Interests in any Foreign Subsidiary in
excess of 66% of all voting Equity Interests in such Foreign Subsidiary;  (c)           (i) the public interest in the underlying spectrum of
any FCC License and (ii) any FCC License, to the extent, but only to the
extent, that any law, regulation, permit, order, policy, decision or decree of
any governmental authority in effect at the time applicable thereto prohibits
the creation of a security interest therein, provided, however,
that (x) the present and future value to the Grantors of such FCC
Licenses, and the right to receive any payment of money in respect of
(including on account of the transfer, assignment or disposition of) such FCC
Licenses or any present or future value to the Grantors of such FCC Licenses
(including, without limitation, general intangibles in respect of such FCC
Licenses or the value to the Grantors thereof for money due or to become due to
the Grantors or their respective  2


representatives or successors in respect of
any of the foregoing), (y) any Proceeds, products, offspring, accessions,
rents, profits, income or benefits to the Grantors of all FCC Licenses or any
present or future value to the Grantors of all FCC Licenses, and (z) to
the maximum extent not prohibited by law, all rights incident or appurtenant to
the FCC Licenses, shall not constitute Excluded Property, but shall constitute
Collateral hereunder, provided further, however, that in the
event that such law, regulation, permit, order, policy, decision or decree
shall be amended, modified or interpreted to permit (or shall be replaced with
another rule or regulation, or any other law, rule or regulation is
adopted, which would permit) the creation of a security interest in such FCC
License, such FCC License will automatically be deemed to be a part of the
Collateral (and shall cease to be Excluded Property).  Furthermore, no term used in the definition
of Collateral (or any component definition thereof) shall be deemed to include
any Excluded Property.  Federal Securities Laws shall have
the meaning assigned to such term in Section 4.05.  Foreign Subsidiary shall mean (i) a
Subsidiary treated as a corporation for U.S. federal income tax purposes that
is formed or incorporated outside of the United States, (ii) a Subsidiary
substantially all of whose assets consist, directly or indirectly, of
Subsidiaries described in clause (i) of this definition, (iii) an
entity treated as disregarded for U.S. federal income tax purposes that owns
more than 66% of the voting stock of a Subsidiary described in clauses (i) or
(ii) of this definition or (iv) a Subsidiary of any of the foregoing.  Grantors shall mean the Borrower and
the Guarantors.  Indenture shall have the meaning
assigned to such term in the preliminary statement.  Intellectual Property shall mean all
intellectual and similar property of any Grantor of every kind and nature now
owned or hereafter acquired by such Grantor, including inventions, designs,
Patents, Patent Licenses, Copyrights, Copyright Licenses, Trademarks, Trademark
Licenses, trade secrets, confidential or proprietary technical and business
information, know-how, software and databases and all other proprietary
information, including but not limited to Domain Names, and all embodiments or
fixations thereof and related documentation, registrations and franchises, and
all additions, improvements and accessions to, and books and records describing
or used in connection with, any of the foregoing.  Intercreditor Agreement shall mean
that certain Omnibus Intercreditor Agreement, dated as of December 7,
2009, among the Collateral Agent, the Trustee and the other creditors party
thereto from time to time, and the Grantors, as amended or otherwise modified
from time to time in accordance with the provisions thereof.  Investment Property shall mean (a) all
investment property as such term is defined in the New York UCC (other than
Excluded Property) and (b) whether or not constituting investment
property as so defined, all Pledged Debt Securities and Pledged Stock.  Holders shall mean, collectively,
the holders of the Notes.  3


Majority Holders shall mean the
holders of a majority in aggregate principal amount of the Notes outstanding at
any time of determination.  Note Document Obligations shall mean
the unpaid principal of and interest on the Notes and all other Note
Obligations and other obligations and liabilities of the Borrower or any
Guarantor to the Trustee, Collateral Agent, or any Holder, whether direct or
indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, the
Indenture, any other Note Document and whether on account of principal,
interest, reimbursement obligations, fees, indemnities, costs, expenses(including all fees, charges and
disbursements of counsel to the Trustee, Collateral Agent, or any Holder that
are required to be paid pursuant hereto or any other Note Document and
including interest accruing after the maturity of the Notes and interest
accruing after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or like proceeding, relating to the Borrower or
a Guarantor, whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding) or otherwise.  New York UCC shall mean the Uniform
Commercial Code as from time to time in effect in the State of New York.  Notes shall have the meaning
assigned to such term in the preliminary statement.  Obligations shall mean the Note
Obligations and all other Note Document Obligations, whether outstanding on the
date hereof or arising from time to time following the date of this Agreement.  Patent License shall mean any
written agreement, now or hereafter in effect, granting to any third person any
right to make, use or sell any invention on which a Patent, now orhereafter owned by any Grantor or that
any Grantor otherwise has the right to license, is in existence, or granting to
any Grantor any right to make, use or sell any invention on which a patent, now
or hereafter owned by any third person, is in existence, and all rights of any
Grantor under any such agreement.  Patents shall mean all of the
following now owned or hereafter acquired by any Grantor: (a) all letters
patent of the United States, all registrations and recordings thereof, and all
applications for letters patent of the United States, including registrations,
recordings and pending applications in the United States Patent and Trademark
Office (or any successor office), including those listed on Schedule III,
and (b) all reissues, continuations, divisions, continuations-in-part,
renewals or extensions thereof, and the inventions disclosed or claimed
therein, including the right to make, use and/or sell the inventions disclosed
or claimed therein.  Pledged Collateral shall mean (a) the
Pledged Stock, (b) the Pledged Debt Securities, (c) subject to Section 3.05,
all payments of principal or interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of, in exchange for or upon the conversion of, and all other Proceeds
received in respect of, the securities referred to in clauses (a) and (b) above,
(d) subject to Section 3.05, all rights of  4


such Grantor with respect to the securities
and other property referred to in clauses (a), (b) and (c) above and (e) all
Proceeds of any of the foregoing.  Pledged Debt Securities shall mean (a) thedebt securities and
promissory notes held by any Grantor on the date hereof (including all such
debt securities and promissory notes listed opposite the name of such Grantor
on Schedule II), (b) any debt securities or promissory notes in the
future issued to such Grantor and (c) any other instruments evidencing the
debt securities described above, if any.  Pledged Securities shall mean any
promissory notes, stock certificates or other securities now or hereafter
included in the Pledged Collateral, including all certificates, instruments or
other documents representing or evidencing any Pledged Collateral.  Pledged Stock shall mean, (a) to
the extent the same do not constitute Excluded Property, (i) the Equity
Interests owned by any Grantor (including all such Equity Interests listed on Schedule
II) and (ii) any other Equity Interest obtained in the future by such
Grantor and (b) the certificates, if any, representing all such Equity
Interests.  Secured Parties shall mean (a) the
Holders, (b) the Trustee, (c) the Collateral Agent, (d) the
beneficiaries of each indemnification obligation undertaken by any Obligor
under any Note Document and (e) the permitted successors and assigns of
each of the foregoing.  Security Interest shall have the
meaning assigned to such term in Section 3.01(a).  Termination Date shall mean the date
upon which the Notes, together with all interest and other non-contingent
Obligations, have been paid in full in cash.  Trademark License shall mean any
written agreement, now or hereafter in effect, granting to any third person any
right to use any trademark now or hereafter owned by any Grantor or that any
Grantor otherwise has the right to license, or granting to any Grantor any
right to use any trademark now or hereafter owned by any third person, and all
rights of any Grantor under any such agreement.  Trademarks shall mean all of the
following now owned or hereafter acquired by any Grantor: (a) all
trademarks, service marks, trade names, corporate names, company names,
business names, fictitious business names, trade styles, trade dress, logos,
other source or business identifiers, designs and general intangibles of like
nature, now existing or hereafter adopted or acquired, all registrations and
recordings thereof, and all registration and recording applications filed in
connection therewith, including registrations and registration applications in
the United States Patent and Trademark Office (or any successor office), and
all extensions or renewals thereof, including those listed on Schedule III,
(b) all goodwill associated therewith or symbolized thereby, (c) all
other assets, rights and interests that uniquely reflect or embody such
goodwill and (d) all causes of action arising prior to or after the date
hereof for infringement of any trademark or unfair competition regarding the
same.  Trustee shall have the meaning
assigned to such term in the preliminary statements.  5


ARTICLE II  [Reserved]  ARTICLE III  Security Interests in
Personal Property  SECTION 3.01             Security
Interest.  (a) As
security for the payment or performance, as the case may be, in full of the Obligations,
each Grantor hereby assigns and pledges to the Collateral Agent, its successors
and permitted assigns, for the benefit of the Secured Parties, and hereby
grants to the Collateral Agent, its successors and permitted assigns, for the
benefit of the Secured Parties, a security interest and lien (the Security
Interest), in and on all right, title or interest in or to any and all of
the following assets and properties now owned or at any time hereafter acquired
by such Grantor or in which such Grantor now has or at any time in the future
may acquire any right, title or interest (collectively, the Collateral):  (i)            all Accounts;  (ii)           all Commercial Tort Claims set forth on Schedule VI
hereto;  (iii)          all Chattel Paper;  (iv)          all Deposit Accounts;  (v)           all Documents;  (vi)          all Equipment;  (vii)         all FCC Licenses (except solely to the extent prohibited by
applicable law (it being understood and acknowledged that as of the date hereof
applicable law does not permit the grant of a security interest directly in an
FCC License or the public interest in the underlying spectrum)) and (i) the
present and future value to the Grantors of such FCC Licenses, and the right to
receive any payment of money in respect of (including on account of the
transfer, assignment or disposition of) such FCC Licenses or any present or
future value to the Grantors of such FCC Licenses (including, without
limitation, general intangibles in respect of such FCC Licenses or the value to
the Grantors thereof for money due or to become due to the Grantors or their
respective representatives or successors in respect of any of the foregoing), (ii) any
Proceeds, products, offspring, accessions, rents, profits, income or benefits
to the Grantors of all FCC Licenses or any present or future value to the
Grantors of all FCC Licenses, and (iii) to the maximum extent not
prohibited by law, all other rights incident or appurtenant to the FCC
Licenses;  (viii)        all General Intangibles;  (ix)           all Payment Intangibles;  6


(x)            all Goods;  (xi)           all Instruments;  (xii)          all Inventory;  (xiii)         all Investment Property;  (xiv)        all Intellectual Property;  (xv)         all Letter-of-Credit Rights;  (xvi)        all Pledged Collateral;  (xvii)       all books and records pertaining to the
Collateral;  (xviii)      all Supporting Obligations; and  (xix)         to the extent not otherwise included, all Proceeds and
products of any and all of the foregoing.  Notwithstanding the foregoing, the Security
Interest shall not extend to, and the term Collateral (and any component
definition thereof) shall not include, any Excluded Property.  (b)           Each Grantor hereby irrevocably authorizes the Collateral
Agent at any time and from time to time to file in any relevant jurisdiction
and in any relevant office any (i) financing statements with respect to
the Collateral or any part thereof and amendments thereto that (A) indicate
the Collateral as all assets of such Grantor or words of similar effect, and (B) contain
the information required by Article 9 of the Uniform Commercial Code of
each applicable jurisdiction for the filing of any financing statement or
amendment, including whether such Grantor is an organization, the type of
organization and any organizational identification number issued to such
Grantor and (ii) in addition to the foregoing and to the documents
referred to below, all other documents as may be necessary or appropriate for
the purpose of perfecting, confirming, continuing, enforcing or protecting the
Security Interest granted by each Grantor, without the signature of any Grantor
if permitted by applicable law, and naming any Grantor or the Grantors as
debtors and the Collateral Agent as secured party, together with all
information necessary or appropriate to be filed therewith.  Each Grantor agrees to provide such
information to the Collateral Agent promptly upon written request.  The Collateral Agent agrees, upon request by
the Borrower and at its expense, to furnish copies of such filings and other
documents to the Borrower.  (c)           The Collateral Agent is further irrevocably authorized to
file with the United States Patent and Trademark Office or United States
Copyright Office (or any successor office) such documents as may be necessary
for the purpose of perfecting, confirming, continuing, enforcing or protecting
the Security Interest granted by each Grantor, without the signature of any
Grantor, and naming any Grantor or the Grantors as debtors and the Collateral
Agent as secured party.  The Collateral
Agent agrees, upon request by the Borrower and at its expense, to furnish
copies of such filings to the Borrower.  7


(d)           The Security Interest is granted as security only and,
except as otherwise required by applicable law, shall not subject the
Collateral Agent or any other Secured Party to, or in any way alter or modify,
any obligation or liability of any Grantor with respect to or arising out of
the Collateral.  Nothing contained in
this Agreement shall be construed to make the Collateral Agent or any other
Secured Party liable as a shareholder of any corporation, as a member of any
limited liability company or as a partner of any partnership, neither the
Collateral Agent nor any other Secured Party by virtue of this Agreement or
otherwise (except as referred to in the following sentence) shall have any of
the duties, obligations or liabilities of a member of any limited liability
company or as a partner in any partnership. 
The parties hereto expressly agree that, unless the Collateral Agent
shall exercise its rights and remedies and become the owner of Pledged
Collateral consisting of a limited liability company interest or a partnership
interest pursuant hereto, this Agreement shall not be construed as creating a
partnership or joint venture among the Collateral Agent, any other Secured
Party, any Grantor and/or any other Person.  SECTION 3.02Representations
and Warranties.  The Grantors
jointly and severally represent and warrant to the Collateral Agent and the
Secured Parties that:  (a)           Each Grantor has good and valid rights in and title to the
Collateral with respect to which it has purported to grant a Security Interest
hereunder and has full power and authority to grant to the Collateral Agent,
for the benefit of the Secured Parties, the Security Interest in such
Collateral pursuant hereto and to execute, deliver and perform its obligations
in accordance with the terms of this Agreement.  (b)           Uniform Commercial Code financing statements containing a
description of the Collateral have been prepared by the Collateral Agent based
upon the information provided to the Collateral Agent and the Secured Parties
by the Grantors for filing in each governmental office specified onSchedule IVhereof (or
specified by notice from the Borrower to the Collateral Agent after the Closing
Date in the case of filings required by Section 5.20 of the Indenture),
which are all the filings (other than filings required to be made in the United
States Patent and Trademark Office and the United States Copyright Office in
order to perfect the Security Interest in the Collateral consisting of United
States Patents, Trademarks and Copyrights) that are necessary as of the Closing
Date (or after the Closing Date, in the case of filings, recordings or
registrations required by Section 5.20 of the Indenture) to establish a
legal, valid and perfected security interest in favor of the Collateral Agent (for
the benefit of the Secured Parties) in respect of all Collateral in which the
Security Interest may be perfected by filing, recording or registration in the
United States (or any political subdivision thereof).  Each Grantor represents and warrants that, to
the extent the Collateral consists of United States Patents, United States
registered Trademarks and United States registered Copyrights, a fully executed
agreement in the form hereof or, alternatively, each applicable short form
security agreement in the forms attached hereto as Exhibits B-1, B-2 and B-3,
and containing a description of all such Collateral has been or will be
delivered to the Collateral Agent for recording by the United States Patent and
Trademark Office and the United States Copyright Office pursuant to 35 U.S.C.
§261, 15 U.S.C. §1060 or 17 U.S.C. §205 and the regulations thereunder, as
applicable, to establish a legal, valid and perfected security interest in
favor of the Collateral Agent (for the benefit of the Secured Parties) in
respect of all such Collateral.  8


(c)           The Security Interest constitutes (i) a legal and
valid security interest in all Collateral securing the payment and performance
of the Obligations, (ii) subject to the filings described inSection 3.02(b)(i),a perfected
security interest in all Collateral in which a security interest may be
perfected by filing, recording or registering a financing statement or
analogous document in the United States (or any state thereof) pursuant to the
Uniform Commercial Code and (iii) subject to the filings described in Section 3.02(b),
a security interest that shall be perfected in all Collateral in which a
security interest may be perfected upon the receipt and recording of this
Agreement (or the applicable short form security agreement) with the United
States Patent and Trademark Office and the United States Copyright Office, as
applicable, within the three month period (commencing as of the date hereof)
pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the one month period
(commencing as of the date hereof) pursuant to 17 U.S.C. § 205.  The Security Interest is and shall be prior
to any other Lien on any of the Collateral, other than Permitted Senior Liens.  (d)           Schedule II correctly sets forth as of the Closing
Date the percentage of the issued and outstanding shares or units of each class
of the Equity Interests of the issuer thereof represented by the Pledged Stock
and includes all Equity Interests, debt securities and promissory notes
required to be pledged hereunder.  (e)           The Pledged Stock and Pledged Debt Securities have been
duly and validly authorized and issued by the issuers thereof and (i) in
the case of Pledged Stock issued by a corporation, are fully paid and nonassessable
and (ii) in the case of Pledged Debt Securities issued by a Grantor or a
Subsidiary of a Grantor, are legal, valid and binding obligations of the
issuers thereof, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other loss affecting creditors rights generally and general
principles of equity or at law.  (f)            Schedule V correctly sets forth as of the Closing
Date (i) the exact legal name of each Grantor, as such name appears in its
respective certificate or articles of incorporation or formation, (ii) the
jurisdiction of organization of each Grantor, (iii) the mailing address
and, if different, the chief executive office address of each Grantor, (iv) the
organizational identification number, if any, issued by the jurisdiction of
organization of each Grantor, (v) the identity or type of organization of
each Grantor and (vi) the Federal Taxpayer Identification Number, if any,
of each Grantor.  As of the Closing Date,
Schedule V hereto sets forth a list of any other corporate or
organizational names each Grantor has had in the past four months, together
with the date of the relevant change.  As
of the Closing Date, Schedule V hereto sets forth a list of all other
names used by each Grantor, or any other business or organization to which each
Grantor became the successor by merger, consolidation, acquisition or change in
form, nature or jurisdiction of organization or otherwise at any time in the
last four months.  Except as set forth in
Schedule V, as of the Closing Date no Grantor has changed its
jurisdiction of organization at any time during the past four months.  (g)           The Collateral is owned or, in the case of FCC Licenses,
held by the Grantors free and clear of any Lien, except for Permitted Liens.  (h)           Notwithstanding the foregoing or anything else in this
Agreement to the contrary, no representation, warranty or covenant is made with
respect to the creation or perfection of a security interest in Collateral to
the extent such creation or perfection would  9


require (i) any filing other than a
filing in the United States of America, any state thereof and the District of
Columbia, or (ii) other action under the laws of any jurisdiction other
than the United States of America, any state thereof and the District of
Columbia.  (i)            As of the Closing Date, no Grantor holds (i) any
Commercial Tort Claims or (ii) any interest in any Chattel Paper or
Instruments, in each case, in an amount in excess of $250,000 individually,
except as described in Schedule VI hereto.  (j)            Each Grantor represents and warrants that the Trademarks,
Patents and Copyrights listed on Schedule III include all United States
federal registrations and pending applications for Trademarks, Patents and
Copyrights, all as in effect as of the date hereof, that such Grantor owns as
of the date hereof.  SECTION 3.03Covenants.  (a)           Each Grantor shall, at its own expense, take all
commercially reasonable actions necessary to defend its right, interest and
title in and to the Collateral against all persons and to defend the Security
Interest of the Collateral Agent in the Collateral and the priority thereof
against any Lien that does not constitute a Permitted Senior Lien.  (b)           Each Grantor agrees, at its own expense, to execute,
acknowledge, deliver and cause to be duly filed all such further instruments
and other documents and take all actions necessary to obtain, preserve, protect
and perfect the Security Interest and the rights and remedies created hereby,
including the payment of any fees and Taxes required in connection with the
execution and delivery of this Agreement, the granting of the Security Interest
and the filing of any financing or continuation statements or other documents
in connection herewith or therewith, including but not limited to any actions
as the Collateral Agent may from time to time reasonably deem necessary.  (c)           If an Event of Default has occurred and is continuing, at
its option, but only following 5 Business Days written notice to each Grantor
of its intent to do so, the Collateral Agent may discharge past due Taxes,
assessments, charges, fees or Liens at any time levied or placed on the
Collateral that (i) constitute a Permitted Senior Lien or (ii) do not
constitute a Permitted Lien, and may pay for the maintenance and preservation
of the Collateral to the extent any Grantor fails to do so as required by the
Indenture, and each Grantor jointly and severally agrees to reimburse the
Collateral Agent within 10 days after demand for any reasonable payment made or
any reasonable expense incurred by the Collateral Agent pursuant to the
foregoing authorization; provided, however, that nothing in this
paragraph shall be interpreted as excusing any Grantor from the performance of,
or imposing any obligation on the Collateral Agent or any Secured Party to cure
or perform, any covenants or other promises of any Grantor with respect to
Taxes, assessments, charges, fees or Liens and maintenance as set forth herein
or in the other Note Documents.  (d)           Each Grantor shall remain liable to observe and perform
all conditions and obligations to be observed and performed by it under each
contract, agreement or instrument relating to the Collateral, all in accordance
with the terms and conditions thereof.  10


SECTION 3.04Other
Actions.  In order to further
ensure the attachment, perfection and priority of, and the ability of the
Collateral Agent to enforce, the Security Interest in the Collateral, each
Grantor agrees, in each case at such Grantors own expense, to take the
following actions with respect to the following Collateral:  (a)           Instruments
and Tangible Chattel Paper.If any Grantor shall at
any time hold or acquire any Instruments or Tangible Chattel Paper in excess of
$100,000 individually or in the aggregate when considered together with
Instruments or Tangible Chattel Paper, as the case may be, arising from related
transactions, such Grantor shall, within 30 days following such acquisition (or
such longer period as to which the Collateral Agent may consent in writing),
endorse, assign and deliver the same to the Collateral Agent, accompanied by
such undated instruments of endorsement, transfer or assignment duly executed
in blank as the Collateral Agent may from time to time reasonably specify.  (b)           Investment
Property.Subject to the
terms hereof, if any Grantor shall at any time hold or acquire any Certificated
Securities, such Grantor shall, within 30 days following such acquisition (or
such longer period as to which the Collateral Agent may consent in writing),
endorse, assign and deliver the same to the Collateral Agent, accompanied by
such undated instruments of transfer or assignment duly executed in blank as
the Collateral Agent may from time to time reasonably specify.  Each delivery of Pledged Securities shall be
accompanied by a schedule describing the securities, which schedule shall be
attached hereto as Schedule II and made a part hereof and supplement any
prior schedule so delivered; provided that failure to attach any such
schedule hereto shall not affect the validity of such pledge of such Pledged
Securities and shall not in and of itself result in any Default or Event of
Default.  Each certificate representing
an interest in any limited liability company or limited partnership controlled
by any Grantor and pledged under Section 3.01 shall be physically
delivered to the Collateral Agent in accordance with the terms of the Indenture
and endorsed to the Collateral Agent or endorsed in blank.  (c)           Commercial
Tort Claims.If any Grantor shall at any time hold or acquire a
Commercial Tort Claim in excess of $250,000 individually, the Grantor shall,
within 30 days following such acquisition (or such longer period as to which
the Collateral Agent may consent in writing), notify the Collateral Agent
thereof in a writing signed by such Grantor including a summary description of
such claim and grant to the Collateral Agent, for the benefit of the Secured
Parties, in such writing a security interest therein and in the proceeds
thereof, all upon the terms of this Agreement, with such writing to be in form
and substance reasonably satisfactory to the Collateral Agent.  (d)           Security
Interests in Property of Account Debtors.If at any time any Grantor shall take a security interest in
any property of an Account Debtor or any other Person the value of which equals
or exceeds $100,000 to secure payment and performance of an Account, such
Grantor shall promptly assign such security interest to the Collateral Agent
for the benefit of the Secured Parties. 
Such assignment need not be filed of public record unless necessary to
continue the perfected status of the security interest against creditors of and
transferees of the Account Debtor or other Person granting the security
interest.  11


(e)           Securities
Accounts; Deposit Accounts.The
Grantors shall enter into account control agreements governing each Securities
Account and Deposit Account constituting Collateral, granting to the Collateral
Agent Control over such Securities Accounts and Deposit Accounts, such
agreements to be in form and substance reasonably satisfactory to the
Collateral Agent, and the Grantors shall have no Securities Account or Deposit
Account not subject to such an account control agreement, in each case except
for (i) Deposit Accounts and Securities Accounts, the aggregate amount on
deposit in which does not at any time exceed $100,000, and (ii) payroll
and tax withholding accounts maintained as such in the ordinary course of
business.  SECTION 3.05Voting
Rights; Dividends and Interest, Etc. 
Unless and until an Event of Default shall have occurred and be
continuing and the Collateral Agent shall have given the Grantors notice that
it is exercising its rights or remedies under this Agreement:  (a)           Each Grantor shall be entitled to exercise any and all
voting and/or other consensual rights and powers inuring to an owner of the
Pledged Collateral or any part thereof for any purpose consistent with the
terms of this Agreement, the Indenture and the other Note Documents and
applicable law.  (b)           The Collateral Agent shall execute and deliver to each
Grantor, or cause to be executed and delivered to each Grantor, all such
proxies, powers of attorney and other instruments as such Grantor may
reasonably request for the purpose of enabling such Grantor to exercise the
voting and/or consensual rights and powers it is entitled to exercise pursuant
to paragraph (a) above.  (c)           Each Grantor shall be entitled to receive and retain any
and all dividends, interest, principal and other distributions paid on or
distributed in respect of the Pledged Collateral to the extent and only to the
extent that such dividends, interest, principal and other distributions are not
prohibited by, and are otherwise paid or distributed in accordance with, the
terms and conditions of the Indenture, this Agreement (including without
limitation Section 4.01 hereof), the other Note Documents and
applicable law;providedthat any noncash dividends, interest,
principal or other distributions that would constitute Pledged Collateral,
shall be and become part of the Pledged Collateral, and, if received by any
Grantor, shall be held in trust for the benefit of the Collateral Agent and the
Secured Parties and shall be delivered to the Collateral Agent in the same form
as so received (with any necessary endorsement reasonably requested by the
Collateral Agent) within 30 days following the receipt thereof (or such longer
period as to which the Collateral Agent may consent in writing).  SECTION 3.06Additional
Covenants Regarding Patent, Trademark and Copyright Collateral.(a) Each
Grantor agrees that it will not, and will use commercially reasonable efforts
to not permit any of its licensees to, do any act, or omit to do any act,
whereby any Patent that is material to the conduct of such Grantors business
may become invalidated or dedicated to the public.  (b)           Each Grantor (either itself or through its licensees or
its sublicensees) will, for each Trademark material to the conduct of such
Grantors business, use commercially reasonable efforts to maintain such
Trademark in full force free from any claim of abandonment or invalidity for
non-use.  12


(c)           Each Grantor (either itself or through its licensees or
sublicensees) will, for each work covered by a material Copyright, use
commercially reasonable efforts to continue to publish, reproduce, display,
adopt and distribute the work with appropriate copyright notice as necessary to
establish and preserve its rights under applicable copyright laws.  (d)           Each Grantor will take all reasonable and necessary steps
that are consistent with the practice in any proceeding before the United
States Patent and Trademark Office, United States Copyright Office or any
office or agency in any political subdivision of the United States, to maintain
and pursue each material application relating to the Patents, Trademarks and/or
Copyrights (and to obtain the relevant grant or registration) and to maintain
each issued Patent and each registration of the Trademarks and Copyrights that
is material to the conduct of any Grantors business, including timely filings
of applications for renewal, affidavits of use, affidavits of incontestability
and payment of maintenance fees, and, if consistent with good business
judgment, to initiate opposition, interference and cancellation proceedings
against third parties.  (e)           Each Grantor agrees that, should it obtain an ownership or
other interest in any United States federal registrations and pending United
States federal applications for Trademarks, Patents and Copyrights after the
Closing Date (After-Acquired Intellectual Property) (i) the
provisions of this Agreement shall automatically apply thereto, and (ii) any
such After-Acquired Intellectual Property and, in the case of Trademarks, the
goodwill symbolized thereby, shall automatically become part of the Collateral
subject to the terms and conditions of this Agreement.  Within 30 days following such acquisition (or
such longer period as to which the Collateral Agent may consent in writing),
the relevant Grantor shall sign and deliver to the Collateral Agent an
appropriate short form security agreement (of the type described in the last
sentence of Section 3.02(b)) with respect to such After-Acquired
Intellectual Property, to the extent that such After-Acquired Intellectual
Property is not covered by any previous such short form security agreement
signed and delivered by it.  ARTICLE IV  Remedies  SECTION 4.01Pledged
Collateral.  (a) Upon the occurrence and during the
continuance of an Event of Default and with notice to the Borrower, the
Collateral Agent, on behalf of the Secured Parties, shall have the right (in
its sole and absolute discretion) to hold the Pledged Securities in its own
name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the
name of the applicable Grantor, endorsed or assigned in blank or in favor of
the Collateral Agent.  Upon the
occurrence and during the continuance of an Event of Default and with notice to
the relevant Grantor, the Collateral Agent shall at all times have the right to
exchange the certificates representing any Pledged Securities for certificates
of smaller or larger denominations for any purpose consistent with this
Agreement.  (b)           Upon the occurrence and during the continuance of an Event
of Default, after the Collateral Agent shall have notified the Grantors in
writing of the suspension of their rights under paragraph (c) of Section 3.05,
then all rights of any Grantor to dividends, interest, principal or other
distributions that such Grantor is authorized to receive pursuant to paragraph  13


(c) of Section 3.05 shall
cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall have the sole and exclusive right and authority to receive
and retain such dividends, interest, principal or other distributions.  All dividends, interest, principal or other
distributions received by any Grantor contrary to the provisions hereof and of Section 3.05
shall be held in trust for the benefit of the Collateral Agent, shall be
segregated from other property or funds of such Grantor and shall be forthwith
delivered to the Collateral Agent upon demand in the same form as so received
(with any necessary endorsement or instrument of assignment).  Any and all money and other property paid
over to or received by the Collateral Agent pursuant to the provisions of this
paragraph (b) shall be retained by the Collateral Agent in an account
established by the Collateral Agent upon receipt of such money or other
property and shall be applied in accordance with the provisions of Section 4.03.  After all Events of Default have been cured
or waived, the Collateral Agent shall promptly repay to each applicable Grantor
(without interest) all dividends, interest, principal or other distributions
that such Grantor would otherwise be permitted to retain pursuant to the terms
of paragraph (c) of Section 3.05 and that remain in such
account.  (c)           Subject to Section 6.15, upon the occurrence
and during the continuance of an Event of Default and with notice to the
Borrower, all rights of any Grantor to exercise the voting and consensual
rights and powers it is entitled to exercise pursuant to paragraph (a) of Section 3.05,
and the obligations of the Collateral Agent under paragraph (b) of Section 3.05,
shall cease, and all such rights shall thereupon become vested in the
Collateral Agent, which shall have the sole and exclusive right and authority
to exercise such voting and consensual rights and powers and each Grantor
shall, at its sole cost and expense, from time to time execute and deliver to
the Collateral Agent appropriate instruments as the Collateral Agent may
reasonably request in order to permit the Collateral Agent to exercise the
voting and other rights which it may be entitled to exercise and to receive all
distributions which it may be entitled to receive; provided, however,
that, unless otherwise directed by the Majority Holders, the Collateral Agent
shall have the right from time to time following and during the continuance of
an Event of Default and the provision of the notice referred to above to permit
the Grantors to exercise such rights.  To
the extent the notice referred to in the first sentence of this paragraph (c) has
been given, after all Events of Default have been cured or waived, each Grantor
shall have the exclusive right to exercise the voting and/or consensual rights
and powers that such Grantor would otherwise be entitled to exercise pursuant
to the terms of paragraph (a) of Section 3.05, and the
Collateral Agent shall again have the obligations under paragraph (b) of Section 3.05.  (d)           Notwithstanding anything to the contrary contained in this
Section 4.01,if a Bankruptcy Default shall have occurred and be
continuing, the Collateral Agent shall not be required to give any notice
referred to in Section 3.05or this Section 4.01in
order to exercise any of its rights described in said Sections, and the
suspension of the rights of each of the Grantors under said Sections shall be
automatic upon the occurrence of such Bankruptcy Default.  SECTION 4.02Uniform
Commercial Code and Other Remedies. 
Upon the occurrence and during the continuance of an Event of Default,
each Grantor agrees to deliver each item of Collateral to the Collateral Agent
on demand, and it is agreed that the Collateral Agent shall have the right to
take any of or all the following actions at the same or different times: (a) with
respect to any Collateral consisting of Intellectual Property, on demand, to
cause the Security Interest to become an assignment, transfer and conveyance of
any of or all such  14


Collateral
by the applicable Grantor to the Collateral Agent, or to license or sublicense,
whether general, special or otherwise, and whether on an exclusive or
nonexclusive basis, any such Collateral throughout the world on such terms and
conditions and in such manner as the Collateral Agent shall determine (other
than in violation of any then-existing licensing arrangements), (b) with
or without legal process and with or without prior notice or demand for
performance, to take possession of the Collateral without breach of the peace,
and subject to the terms of any related lease agreement, to enter any premises
where the Collateral may be located for the purpose of taking possession of or
removing the Collateral, and (c) generally, to exercise any and all rights
afforded to a secured party under the Uniform Commercial Code of any relevant
jurisdiction or other applicable law. 
Without limiting the generality of the foregoing, upon the occurrence
and during the continuance of an Event of Default, each Grantor agrees that the
Collateral Agent shall have the right, subject to the mandatory requirements of
applicable law, to sell or otherwise dispose of all or any part of the
Collateral at a public or private sale or at any brokers board or on any
securities exchange upon such commercially reasonable terms and conditions as
it may deem advisable, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate. 
The Collateral Agent shall be authorized at any such sale (if it deems
it advisable to do so) to restrict the prospective bidders or purchasers to
persons who will represent and agree that they are purchasing the Collateral
for their own account for investment and not with a view to the distribution or
sale thereof, and upon consummation of any such sale the Collateral Agent shall
have the right to assign, transfer and deliver to the purchaser or purchasers
thereof the Collateral so sold.  Each
such purchaser at any such sale shall hold the property sold absolutely, free
from any claim or right on the part of any Grantor, and each Grantor hereby
waives (to the extent permitted by law) all rights of redemption, stay and
appraisal which such Grantor now has or may at any time in the future have
under any rule of law or statute now existing or hereafter enacted.  The Collateral Agent shall give each applicable
Grantor 10 days written notice (which each Grantor agrees is reasonable notice
within the meaning of Section 9-611 of the New York UCC or its equivalent
in other jurisdictions) of the Collateral Agents intention to make any sale of
Collateral.  Such notice, in the case of
a public sale, shall state the time and place for such sale and, in the case of
a sale at a brokers board or on a securities exchange, shall state the board
or exchange at which such sale is to be made and the day on which the
Collateral, or portion thereof, will first be offered for sale at such board or
exchange.  Any such public sale shall be
held at such time or times and at a time and at such place or places as the
Collateral Agent may fix and state in the notice (if any) of such sale.  At any such sale, the Collateral, or portion
thereof, to be sold may be sold in one lot as an entirety or in separate
parcels, as the Collateral Agent may (in its sole and absolute discretion)
determine.  The Collateral Agent shall
not be obligated to make any sale of any Collateral if it shall determine not
to do so, regardless of the fact that notice of sale of such Collateral shall
have been given.  The Collateral Agent
may, without notice or publication, adjourn any public or private sale or cause
the same to be adjourned from time to time by announcement at the time and
place fixed for sale, and such sale may, without further notice, be made at the
time and place to which the same was so adjourned.  In case any sale of all or any part of the
Collateral is made on credit or for future delivery, the Collateral so sold may
be retained by the Collateral Agent until the sale price is paid by the
purchaser or purchasers thereof, but the Collateral Agent shall not incur any
liability in case any such purchaser or purchasers shall fail to take up and
pay for the Collateral so sold and, in case of any such failure, such
Collateral may be sold again upon like notice. 
At any public (or, to the  15


extent permitted by law,
private) sale made pursuant to this Agreement, any Secured Party may bid for or
purchase, free (to the extent permitted by applicable law) from any right of
redemption, stay, valuation or appraisal on the part of any Grantor (all said
rights being also hereby waived and released to the extent permitted by
applicable law), the Collateral or any part thereof offered for sale and may
make payment on account thereof by using any claim then due and payable to such
Secured Party from any Grantor as a credit against the purchase price, and such
Secured Party may, upon compliance with the terms of sale, hold, retain and
dispose of such property without further accountability to any Grantor
therefor.  For purposes hereof, a bona
fide written agreement to purchase the Collateral or any portion thereof
entered into by the Collateral Agent in good faith shall be treated as a sale
thereof; the Collateral Agent shall be free to carry out such sale pursuant to
such agreement and no Grantor shall be entitled to the return of the Collateral
or any portion thereof subject thereto, notwithstanding the fact that after the
Collateral Agent shall have entered into such an agreement all Events of Default
shall have been remedied and the Obligations paid in full.  As an alternative to exercising the power of
sale herein conferred upon it, the Collateral Agent may proceed by a suit or
suits at law or in equity to foreclose this Agreement and to sell the Collateral
or any portion thereof pursuant to a judgment or decree of a court or courts
having competent jurisdiction or pursuant to a proceeding by a court-appointed
receiver.  Each Grantor irrevocably (until the Termination
Date) makes, constitutes and appoints the Collateral Agent (and all officers,
employees or agents designated by the Collateral Agent) as such Grantors true
and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence
and during the continuance of an Event of Default, of making, settling and
adjusting claims in respect of Collateral under policies of insurance,
endorsing the name of such Grantor on any check, draft, instrument or other
item of payment for the proceeds of such policies of insurance and for making
all determinations and decisions with respect thereto.  In the event that any Grantor at any time or
times shall fail to obtain or maintain any of the policies of insurance
required under the Indenture or to pay any premium in whole or part relating
thereto, the Collateral Agent may, without waiving or releasing any obligation
or liability of any Grantor hereunder or any Default or Event of Default, in
its sole discretion or upon the instruction of the Majority Holders, obtain and
maintain such policies of insurance and pay such premium and take any other
actions with respect thereto as the Collateral Agent or Majority Holders deem
advisable.  All sums disbursed by the
Collateral Agent in connection with this paragraph, including attorneys fees,
court costs, expenses and other charges relating thereto, shall be payable,
upon demand, by the Grantors to the Collateral Agent and shall be additional
Obligations secured hereby.  SECTION 4.03Application
of Proceeds.  If an Event of
Default shall have occurred and be continuing, the Collateral Agent shall remit
the proceeds of any collection, sale, foreclosure or other realization upon any
Collateral to the Trustee to be used by the Trustee to satisfy the Obligations
in accordance with Section 7.10 of the Indenture.  Upon any sale of Collateral by the Collateral
Agent (including pursuant to a power of sale granted by statute or under a
judicial proceeding), the receipt of the Collateral Agent or of the officer
making the sale shall be a sufficient discharge to the purchaser or purchasers
of the  16


Collateral so sold and such purchaser or
purchasers shall not be obligated to see to the application of any part of the
purchase money paid over to the Collateral Agent or such officer or be
answerable in any way for the misapplication thereof.  SECTION 4.04Grant of
License to Use Intellectual Property.  For the purpose of enabling the Collateral
Agent to exercise rights and remedies under this Agreement at such time as the
Collateral Agent shall be lawfully entitled to exercise such rights and
remedies, each Grantor hereby grants to the Collateral Agent an irrevocable
(until the Termination Date), nonexclusive license, subject in all respects to
any existing licenses (exercisable without payment of royalty or other
compensation to the Grantors), to use, license or sublicense any of the
Collateral consisting of Intellectual Property now owned or hereafter acquired
by such Grantor, and wherever the same may be located, and including in such
license access to all media in which any of the licensed items may be recorded
or stored and to all computer software and programs used for the compilation or
printout thereof.  The use of such
license by the Collateral Agent may be exercised, at the option of the
Collateral Agent, only upon the occurrence and during the continuation of an
Event of Default; provided, however, that any license, sublicense
or other transaction entered into by the Collateral Agent in accordance
herewith shall be binding upon each Grantor notwithstanding that such Event of
Default may be subsequently cured or cease to exist.  SECTION 4.05Securities
Act, Etc.  In view of the
position of the Grantors in relation to the Pledged Collateral, or because of
other current or future circumstances, a question may arise under the U.S.
Securities Act of 1933, as now or hereafter in effect, or any similar statute
hereafter enacted analogous in purpose or effect (such Act and any such similar
statute as from time to time in effect being called the Federal Securities
Laws) with respect to any disposition of the Pledged Collateral permitted
hereunder.  Each Grantor understands that
compliance with the Federal Securities Laws might very strictly limit the
course of conduct of the Collateral Agent if the Collateral Agent were to
attempt to dispose of all or any part of the Pledged Collateral, and might also
limit the extent to which or the manner in which any subsequent transferee of
any Pledged Collateral could dispose of the same.  Similarly, there may be other legal
restrictions or limitations affecting the Collateral Agent in any attempt to
dispose of all or part of the Pledged Collateral under applicable blue sky or
other state securities laws or similar laws analogous in purpose or effect.  Each Grantor recognizes that to the extent
such restrictions and limitations apply to any proposed sale of Pledged
Collateral, the Collateral Agent may, with respect to any sale of such Pledged
Collateral, limit the purchasers to those who will agree, among other things,
to acquire such Pledged Collateral for their own account, for investment, and
not with a view to the distribution or resale thereof, Each Grantor
acknowledges and agrees that to the extent such restrictions and limitations
apply to any proposed sale of Pledged Collateral, the Collateral Agent, in its
sole and absolute discretion (a) may proceed to make such a sale whether
or not a registration statement for the purpose of registering such Pledged
Collateral or part thereof shall have been filed under the Federal Securities
Laws and (b) may approach and negotiate with a limited number of potential
purchasers (including a single potential purchaser) to effect such sale.  Each Grantor acknowledges and agrees that any
such sale might result in prices and other terms less favorable to the seller
than if such sale were a public sale without such restrictions.  In the event of any such sale, the Collateral
Agent shall incur no responsibility or liability for selling all or any part of
the Pledged Collateral at a price that the Collateral Agent, in its sole and
absolute discretion, may in good faith deem reasonable  17


under
the circumstances, notwithstanding the possibility that a substantially higher
price might have been realized if the sale were deferred until after
registration as aforesaid or if more than a limited number of purchasers (or a
single purchaser) were approached.  The
provisions of this Section 4.05 will apply notwithstanding the
existence of a public or private market upon which the quotations or sales
prices may exceed substantially the price at which the Collateral Agent sells.  SECTION 4.06Intercreditor
Agreement.  The rights and
remedies of the Collateral Agent and the Trustee, on behalf of the Secured
Parties, under this Agreement shall be subject to the Intercreditor Agreement,
if any, as in effect from time to time. 
In the event of any conflict between the terms of the Intercreditor
Agreement and this Agreement, the terms of the Intercreditor Agreement shall
govern and control.  SECTION 4.07Exercise of
Control.  Unless an Event of
Default shall have occurred and be continuing, the Collateral Agent agrees that
it will not (nor will it direct any agent acting as a trustee or other agent as
secured party pursuant to the Intercreditor Agreement or any control agreement
to) deliver any notice of control or issue any entitlement orders or instructions
over any Account or any other deposit or securities account of any Grantor
subject to a control agreement.  Upon
the cure or written waiver of such Event of Default in accordance with the Note
Documents and provided that no Event of Default then exists, the Collateral
Agent will (or will direct any agent acting as a trustee or other agent as
secured party pursuant to the Intercreditor Agreement or any control agreement
to) deliver a termination of any notice of control previously sent by the
Collateral Agent, and hereby agrees to no longer issue any entitlement orders
or instructions with respect to, any Account or any other deposit or securities
account of such Grantor over which control was previously exercised in respect
of such prior Event of Default.  ARTICLE V  [Reserved]  ARTICLE VI  Miscellaneous  SECTION 6.01Notices.  All communications and notices hereunder
shall (except as otherwise expressly permitted herein) be in writing and given
as provided in Section 14.02 of the Indenture.  All communications and notices hereunder to
any Guarantor shall be given to it in care of the Borrower as provided in Section 14.02
of the Indenture.  SECTION 6.02Survival of
Agreement.  All covenants,
agreements, representations and warranties made by the Borrower and Guarantors
in the Note Documents and in the certificates or other instruments prepared or
delivered in connection with or pursuant to this Agreement or any other Note
Document shall be considered to have been relied upon by the Secured Parties
and shall survive the execution and delivery of the Note Documents and the  18


issuance
of any Notes, regardless of any investigation made by any Holder or on its
behalf and notwithstanding that the Trustee, Collateral Agent or any Holder may
have had notice or knowledge of any Default or incorrect representation or
warranty, and shall continue in full force and effect until the Termination
Date.  SECTION 6.03Binding
Effect; Several Agreement. 
This Agreement shall become effective as to the Borrower or any
Guarantor when a counterpart hereof executed on behalf of the Borrower or such
Guarantor, as applicable, shall have been delivered to the Collateral Agent and
a counterpart hereof shall have been executed on behalf of the Collateral
Agent, and thereafter shall be binding upon the Borrower or such Guarantor, as
applicable, and the Collateral Agent and their respective permitted successors
and assigns, and shall inure to the benefit of the Borrower or such Guarantor,
as applicable, the Collateral Agent and the other Secured Parties and their
respective successors and permitted assigns, except that neither the Borrower
nor any Guarantor shall have the right to assign or transfer its rights or
obligations hereunder or any interest herein or in the Collateral (and any such
assignment or transfer shall be void), except as contemplated or permitted by
this Agreement or the Indenture.  This
Agreement shall be construed as a separate agreement with respect to the Borrower
and each Guarantor and may be amended, modified, supplemented, waived or
released with respect to the Borrower or any Guarantor without the approval of
any other of the Borrower and the Guarantors and without affecting the
obligations of any other of the Borrower and the Guarantors hereunder.  SECTION 6.04Successors
and Assigns.  Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and permitted assigns of such party; and all
covenants, promises and agreements by or on behalf of any Grantor or the
Collateral Agent that are contained in this Agreement shall bind and inure to
the benefit of their respective successors and assigns.  SECTION 6.05Collateral Agents Fees and Expenses; Indemnification.  The parties hereto agree that the Collateral
Agent shall be entitled to reimbursement of its expenses incurred hereunder and
indemnity in connection with the actions taken hereunder.  Each Grantor hereby agrees to indemnify and
hold harmless the Collateral Agent and its directors, officers, employees and
agents against and from any and all claims, actions, liabilities, costs and
expenses of any kind or nature whatsoever (including reasonable fees and
disbursements of counsel) that may be imposed on, incurred by, or asserted
against any of them, in any way relating to or arising out of this Agreement,
any exercise of remedies hereunder or any other action taken or omitted by them
hereunder, except to the extent a court holds in final and nonappealable
judgment that such claims, actions, liabilities, costs and expenses directly
resulted from the gross negligence or willful misconduct of such indemnified
Persons.  The provisions of this Section 6.05
shall survive the Termination Date.  SECTION 6.06Collateral
Agent Appointed Attorney-inFact. 
Each Grantor hereby appoints the Collateral Agent as the
attorney-in-fact of such Grantor for the purpose of, upon the occurrence and
during the continuance of an Event of Default, carrying out the provisions of
this Agreement and taking any action and executing any instrument that the
Collateral Agent may deem necessary or advisable to accomplish the purposes
hereof, which appointment is irrevocable (until the Termination Date) and
coupled with an interest; provided, however, that the Collateral
Agent shall not execute on behalf of Grantors any application or  19


other
instrument to be submitted to the FCC. 
Without limiting the generality of the foregoing, the Collateral Agent
shall have the right, upon the occurrence and during the continuance of an
Event of Default, with full power of substitution either in the Collateral
Agents name or in the name of such Grantor (a) to receive, endorse,
assign and/or deliver any and all notes, acceptances, checks, drafts, money
orders or other evidences of payment relating to the Collateral or any part
thereof; (b) to demand, collect, receive payment of, give receipt for and
give discharges and releases of all or any of the Collateral, (c) to sign
the name of any Grantor on any invoice or bill of lading relating to any of the
Collateral, (d) to send verifications of Accounts to any Account Debtor, (e) to
commence and prosecute any and all suits, actions or proceedings at law or in
equity in any court of competent jurisdiction to collect or otherwise realize
on all or any of the Collateral or to enforce any rights in respect of any
Collateral, (f) to settle, compromise, compound, adjust or defend any
actions, suits or proceedings relating to all or any of the Collateral, (g) to
notify, or to require any Grantor to notify, Account Debtors to make payment
directly to the Collateral Agent, and (h) to use, sell, assign, transfer,
pledge, make any agreement with respect to or otherwise deal with all or any of
the Collateral, and to do all other acts and things necessary to carry out the
purposes of this Agreement in accordance with its terms, as fully and
completely as though the Collateral Agent were the absolute owner of the Collateral
for all purposes; provided, however, that nothing herein
contained shall be construed as requiring or obligating the Collateral Agent to
make any commitment or to make any inquiry as to the nature or sufficiency of
any payment received by the Collateral Agent, or to present or file any claim
or notice, or to take any action with respect to the Collateral or any part
thereof or the moneys due or to become due in respect thereof or any property
covered thereby.  The Collateral Agent
and the Secured Parties shall be accountable only for amounts actually received
as a result of the exercise of the powers granted to them herein, and neither
they nor their officers, directors, employees or agents shall be responsible to
any Grantor for any act or failure to act hereunder, except for their own gross
negligence or willful misconduct as determined by a court in a final and
nonappealable judgment.  The foregoing
powers of attorney being coupled with an interest, are irrevocable until the
Security Interest shall have terminated in accordance with the terms hereof.  SECTION 6.07Applicable
Law.  THE INTERNAL LAW OF THE
STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  SECTION 6.08Waivers;
Amendment.  (a) No
failure or delay by the Collateral Agent, the Trustee or any Holder in
exercising any right or power hereunder or under any other Note Document shall
operate as a waiver hereof or thereof, nor shall any single or partial exercise
of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power. 
The rights and remedies of the Secured Parties hereunder and under the
other Note Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. 
No waiver of any provision of any Note Document or consent to any
departure by the Borrower or any Guarantor therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section 6.08,
and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. 
Without limiting the  20


generality
of the foregoing, the purchase of a Note shall not be construed as a waiver of
any Default, regardless of whether any Secured Party may have had notice or
knowledge of such Default at the time. 
Except as otherwise provided herein, no notice or demand on the Borrower
or any Guarantor in any case shall entitle the Borrower or any Guarantor to any
other or further notice or demand in similar or other circumstances.  (b)           Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Collateral Agent and any of the Borrower and the
Guarantors with respect to which such waiver, amendment or modification is to
apply, subject to any consent required in accordance with Article 10 of
the Indenture.  SECTION 6.09WAIVER OF JURY TRIAL.  EACH PARTY HERETO, AND EACH OTHER SECURED
PARTY, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER NOTE DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER NOTE DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.09.  SECTION 6.10Severability.  In the event any one or more of the
provisions contained in this Agreement or in any other Note Document should be
held invalid, illegal or unenforceable in any respect by any court or
governmental authority of competent jurisdiction (including but not limited to
the FCC), the validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired
thereby (it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). 
The parties shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.  SECTION 6.11Counterparts.  This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original but all of which when taken together
shall constitute a single contract, and shall become effective as provided in Section 6.03.  Delivery of an executed signature page to
this Agreement by facsimile or electronic transmission shall be as effective as
delivery of a manually signed counterpart of this Agreement.  21


SECTION 6.12Headings.  Article and Section headings and
the Table of Contents used herein are for convenience of reference only, are
not part of this Agreement and are not to affect the construction of, or to be
taken into consideration in interpreting, this Agreement.  SECTION 6.13Jurisdiction;
Consent to Service of Process. 
(a) Each of the parties hereto, and the other Secured Parties, by
their acceptance of the benefits of this Agreement hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of any New York State court or Federal court of the United States
of America, in each case, sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to
this Agreement or the other Note Documents, or for recognition or enforcement
of any judgment, and each of the parties hereto and the other Secured Parties,
by their acceptance of the benefits of this Agreement hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the
fullest extent permitted by applicable law, in such Federal court.  Each of the parties hereto and the other
Secured Parties, by their acceptance of the benefits of this Agreement agrees
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.  Nothing in this
Agreement or any other Note Document shall affect any right that any Secured
Party may otherwise have to bring any action or proceeding relating to this
Agreement or the other Note Documents against the Borrower or any Guarantor or
their respective properties in the courts of any jurisdiction.  (b)           Each of the parties hereto and the other Secured Parties,
by their acceptance of the benefits of this Agreement, hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
the other Note Documents in any New York State or Federal court described in
clause (a).  Each of the parties hereto
and the other Secured Parties, by their acceptance of the benefits of this
Agreement hereby irrevocably waives, to the fullest extent permitted by law,
the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.  (c)           Each of the parties hereto and the other Secured Parties,
by their acceptance of the benefits of this Agreement hereby irrevocably
consents to service of process in the manner provided for notices in Section 14.02
of the Indenture.  Nothing in this
Agreement or any other Note Document will affect the right of any party to this
Agreement or any other Secured Party to serve process in any other manner
permitted by law.  SECTION 6.14Termination
or Release.  (a) This
Agreement, the Security Interest, the pledge of the Pledged Collateral and all
other security interests granted hereby shall terminate on the Termination
Date.  (b)           A Guarantor shall automatically be released from its
obligations hereunder and the Security Interests created hereunder in the
Collateral of such Guarantor shall be automatically released upon the
consummation of any transaction permitted by the Indenture as a result of which
such Guarantor ceases to be a Guarantor under the Indenture.  22


(c)           Upon any sale or other transfer by any Grantor of any
Collateral that is permitted under the Indenture to any person that is not the
Borrower or a Grantor, or upon the effectiveness of any written consent to the
release of the Security Interest granted hereby in any Collateral in accordance
with the terms of the Indenture, the Security Interest in such Collateral shall
be automatically released,  (d)           In connection with any termination or release pursuant to
paragraph (a), (b) or (c) above, the Collateral Agent shall promptly
execute and deliver to any Grantor, at such Grantors sole expense, all Uniform
Commercial Code termination statements and similar documents that such Grantor
shall reasonably request to evidence such termination or release.  Any execution and delivery of documents
pursuant to this Section 6.14 shall be without recourse to or
representation or warranty by the Collateral Agent (other than any
representation and warranty that the Collateral Agent has the authority to
execute and deliver such documents) or any Secured Party.  Without limiting the provisions of Section 6.05,
the Borrower shall reimburse the Collateral Agent upon demand for all
reasonable out-of-pocket costs and expenses, including the fees, charges and
expenses of counsel, incurred by it in connection with any action contemplated
by this Section 6.14.  (e)           At any time that the respective Grantor desires that the
Collateral Agent take any action described in preceding paragraph (d) above,
it shall, upon request of the Collateral Agent, deliver to the Collateral Agent
an officers certificate certifying that the release of the respective
Collateral is permitted pursuant to paragraph (a), (b) or (c).  The Collateral Agent shall have no liability
whatsoever to any Secured Party as the result of any release of Collateral by
it as permitted (or which the Collateral Agent in good faith believes to be
permitted) by this Section 6.14.  SECTION 6.15FCC
Compliance.  (a) Notwithstanding
anything to the contrary contained herein or in any other agreement, instrument
or document executed in connection herewith, no party hereto shall take any
actions hereunder that would constitute or result in a transfer of control of
an entity holding any FCC License or an assignment of any FCC License requiring
the prior approval of the FCC without first obtaining such prior approval of
the FCC.  In addition, the parties
acknowledge that the voting rights of the Pledged Stock in such an entity shall
remain with the relevant Grantor thereof even upon the occurrence and during
the continuance of an Event of Default until the FCC shall have given its prior
consent to the exercise of voting rights by a purchaser at a public or private
sale of such Pledged Stock or the exercise of such rights by the Collateral
Agent or by a receiver, trustee, conservator or other agent duly appointed
pursuant to applicable law.  (b)           If an Event of Default shall have occurred and is
continuing, each Grantor shall take any action which the Collateral Agent may
reasonably request in the exercise of its rights and remedies under this
Agreement in order to effectuate any transfer of control of any Grantor or any
assignment of the Collateral to the Collateral Agent or to such one or more
third parties as the Collateral Agent may designate, or to a combination of the
foregoing.  To enforce the provision of
this Section 6.15, the Collateral Agent is empowered to seek from
the FCC and any other governmental authority, to the extent required by
applicable law or government regulation, consent to or approval of any
voluntary or involuntary transfer of control of any entity whose Collateral is
subject to this Agreement or any voluntary or involuntary assignment  23


of the Collateral, in each case for the
purpose of seeking a bona fide purchaser of some or all of the Collateral.  Each Grantor agrees to cooperate with any
such purchaser and with the Collateral Agent in the preparation, execution and
filing of any application and such other forms, and in providing any
information that may be necessary or useful in obtaining the FCCs consent to
the transfer of control or assignment of the Collateral.  Each Grantor hereby irrevocably (x) consents
to any such voluntary or involuntary transfer of control or assignment after
and during the continuation of an Event of Default and, without limiting any
rights of the Collateral Agent under this Agreement, to the Collateral Agents
right to appoint a trustee or receiver to acquire or assume control of the
Collateral, subject only to required judicial, FCC or other consents required
by governmental authorities, in order to effectuate the transactions
contemplated by this Section 6.15 and (y) waives any right
such Grantor may have to object to the appointment of such trustee or receiver,
such Grantor acknowledging that the Collateral Agents uncontested right to
have a trustee or receiver appointed for the foregoing purposes is considered
essential by Holders in connection with the enforcement of their rights and
remedies hereunder and was a material factor in inducing Holders to participate
in the Exchange Offer and/or hold the Notes. 
Such trustee or receiver shall have all the rights and powers as
provided to it by law or court order, or to the Collateral Agent under this
Agreement.  Each Grantor shall cooperate
fully in obtaining the consent of the FCC and the approval or consent of each
other governmental authority required to effectuate the foregoing.  (c)           Without limiting the obligations of any Grantor hereunder
and the rights of the Collateral Agent hereunder in any respect, each Grantor
further agrees that if such Grantor, upon or after the occurrence (and during
the continuance) of an Event of Default, should fail or refuse for any reason
whatsoever, to sign (within five (5) Business Days of a request by
Collateral Agent) any application to the FCC or any other governmental
authority which is necessary or useful for the exercise of any remedy by Collateral
Agent hereunder, such Grantor agrees that such application may be executed on
such Grantors behalf by the clerk or other designee of any court of competent
jurisdiction without notice to such Grantor pursuant to court order.  SECTION 6.16Additional Parties.  Pursuant to Section 5.20 of the
Indenture, each Guarantor that was not in existence or not a Guarantor on the
Closing Date is required to enter into this Agreement as a Grantor within such
periods set forth in the Indenture.  Upon
execution and delivery by the Collateral Agent and such Guarantor of a
supplement in the form of Exhibit A hereto, such Guarantor shall
become a Grantor hereunder with the same force and effect as if originally
named as a Grantor herein.  The execution
and delivery of any such instrument shall not require the consent of the
Borrower or any other Guarantor hereunder. 
The rights and obligations of each Grantor hereunder shall remain in
full force and effect notwithstanding the addition of any new Grantor as a
party to this Agreement.  SECTION 6.17Security
Interest and Obligations Absolute. 
Subject to Section 6.14 hereof, all rights of the Collateral
Agent hereunder, the Security Interest, the grant of a security interest in the
Pledged Collateral and all obligations of each Grantor hereunder shall be
absolute and unconditional irrespective of (a) any lack of validity or
enforceability of the Indenture, any other Note Document, any agreement with
respect to any of the Obligations or any other agreement or instrument relating
to any of the foregoing, (b) any change in the time, manner or place of
payment of, or in any other term of, all or any of the Obligations, or any
other  24


amendment
or waiver of or any consent to any departure from the Indenture, any other Note
Document, or any other agreement or instrument (so long as the same are made in
accordance with the terms of the Indenture), (c) any exchange, release or
non-perfection of any Lien on other collateral, or any release or amendment or
waiver of or consent under or departure from any guarantee, securing or
guaranteeing all or any of the Obligations, (d) any bankruptcy,
insolvency, reorganization, arrangement, readjustment, composition, liquidation
or the like of any other Grantor, (e) any exercise, non-exercise or waiver
of any right, remedy, power or privilege under or in respect hereof, the
Indenture or any other Note Document except as specifically set forth in a
waiver, forbearance, consent or amendment granted pursuant to the provisions of
Section 6.08 hereof, or (f) any other circumstance that might
otherwise constitute a defense available to, or a discharge of, any Grantor in
respect of the Obligations or this Agreement.  [Remainder
of page intentionally left blank]  25


IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the day and year first above written.  FIBERTOWER CORPORATIONBy:
  /s/ Thomas A. ScottName:
  Thomas A. ScottTitle:
  Chief Financial OfficerFIBERTOWER 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 OfficerART LICENSING CORP.By:
  /s/ Thomas A. ScottName:
  Thomas A. ScottTitle:
  Chief Financial OfficerART LEASING, INC.By:
  /s/ Thomas A. ScottName:
  Thomas A. ScottTitle:
  Chief Financial Officer  [SIGNATURE PAGE TO
COLLATERAL AGREEMENT]


TELIGENT SERVICES ACQUISITION, INC.By:
  /s/ Thomas A. ScottName:
  Thomas A. ScottTitle:
  Chief Financial Officer  [SIGNATURE PAGE TO COLLATERAL
AGREEMENT]


WELLS FARGO BANK, NATIONALASSOCIATION, as Collateral AgentBy:
  /s/Patrick T. GiordanoName:
  Patrick T. GiordanoTitle:
  Vice President  [SIGNATURE PAGE TO COLLATERAL AGREEMENT]


Schedule
I to the
Collateral Agreement  SUBSIDIARY GUARANTORS  FiberTower Network Services Corp.  FiberTower Solutions Corporation  ART Licensing Corp.  ART Leasing, Inc.  Teligent Services Acquisition, Inc.


Schedule
II to the
Collateral Agreement  EQUITY
INTERESTS  Issuer
  
  Number of
  Certificate
  
  Registered
  Owner
  
  Number of
  Class of
  Equity Interest
  
  Percentage
  of Equity
  InterestsFiberTower Network
  Services Corp.
  
  001
  
  FiberTower Corporation
  
  1,000
  
  100
  %ART Leasing, Inc.
  
  001
  
  FiberTower Corporation
  
  100
  
  100
  %ART Licensing Corp.
  
  001
  
  FiberTower Corporation
  
  1,000
  
  100
  %FiberTower Solutions
  Corporation
  
  001
  
  FiberTower Corporation
  
  1,000
  
  100
  %Teligent Services
  Acquisition, Inc.
  
  001
  
  FiberTower Corporation
  
  1,000
  
  100
  %  PLEDGED
DEBT SECURITIES  None


Schedule
III to the
Collateral Agreement  COPYRIGHTS
OWNED BY GRANTORS  U.S. Copyright Registrations  None.  PATENTS
OWNED BY GRANTORS  U.S. Patents  None.  TRADEMARKS
OWNED BY GRANTORS  U.S. Trademark Applications  Owner
  
  Application Number
  
  TrademarkFiberTower Solutions
  Corporation
  
  78/752956
  
  MuniFrame


Schedule
IV to the
Collateral Agreement  UCC
FILING OFFICES  Delaware Secretary of State


Schedule
V to the
Collateral Agreement  UCC
INFORMATION  Legal Name
  
  Jurisdiction
  
  Mailing Address
  
  Organizational
  Identification
  Number
  
  Federal Taxpayer
  Identification
  NumberFiberTower Corporation
  
  Delaware
  
  185 Berry St.,
  Suite 4800
  San Francisco, CA 94107
  
  2348373
  
  52-1869023FiberTower Network
  Services Corp.
  
  Delaware
  
  185 Berry St.,
  Suite 4800
  San Francisco, CA 94107
  
  3261371
  
  52-2312256FiberTower Solutions
  Corporation
  
  Delaware
  
  185 Berry St.,
  Suite 4800
  San Francisco, CA 94107
  
  3971695
  
  20-3363366ART Licensing Corp.(1)
  
  Delaware
  
  185 Berry St.,
  Suite 4800
  San Francisco, CA 94107
  
  2492713
  
  52-1933157ART Leasing, Inc.(2)
  
  Delaware
  
  185 Berry St.,
  Suite 4800
  San Francisco, CA 94107
  
  2852604
  
  91-2048517Teligent Acquisition
  Services, Inc.
  
  Delaware
  
  185 Berry St.,
  Suite 4800
  San Francisco, CA 94107
  
  3910608
  
  20-2303658  
 (1) Pending name change to FiberTower
Licensing Corp.  (2) Pending name change to FiberTower
Broadband Corp.  Prior Names:  None


Schedule
VI to the
Collateral Agreement  COMMERCIAL
TORT CLAIMS, CHATTEL PAPER AND INSTRUMENTS  None.


Exhibit A
to the
Collateral Agreement  SUPPLEMENT
NO. [·] (this Supplement)
dated as of [·], to the
Collateral Agreement dated as of December 7, 2009 (the Collateral
Agreement), among FIBERTOWER CORPORATION, a Delaware corporation (the Borrower),
each subsidiary of the Borrower from time to time party thereto (each such
subsidiary of Borrower, a Guarantor and collectively, the Guarantors;
the Guarantors and the Borrower are referred to collectively herein as the Grantors)
and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent (in such
capacity, the Collateral Agent) for the Secured Parties (as defined
therein).  A.Reference is made to the
Indenture dated as of December 7, 2009 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the Indenture),
among the Borrower, certain Subsidiaries of the Borrower party thereto, Wells
Fargo Bank, National Association, as trustee (in such capacity, the Trustee).  B.Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Indenture or the Collateral Agreement, as applicable.  C.The Grantors have entered
into the Collateral Agreement in order to induce the Holders to purchase
Notes.  Section 6.16of the
Collateral Agreement provides that certain additional Restricted Subsidiaries
of the Borrower may become Grantors under the Collateral Agreement by execution
and delivery of an instrument in the form of this Supplement.  The undersigned subsidiary (the New Party)
is executing this Supplement in accordance with the requirements of the
Indenture to become a Grantor under the Collateral Agreement.  Accordingly,
the Collateral Agent and the New Party agree as follows:  SECTION 1.In accordance with Section 6.16of the Collateral Agreement, the New Party by its signature below becomes a
Grantor under the Collateral Agreement with the same force and effect as if
originally named therein as a Grantor and the New Party hereby (a) agrees
to all the terms and provisions of the Collateral Agreement applicable to it as
a Grantor thereunder and (b) represents and warrants that it has become a
Guarantor under the Indenture and that the representations and warranties made
by it as a Grantor under the Collateral Agreement are true and correct in all
material respects on and as of the date hereof (for this purpose, as though
references therein to the Closing Date were to the date hereof).  In furtherance of the foregoing, the New
Party, as security for the payment and performance in full of the Obligations
(as defined in the Collateral Agreement), does hereby create and grant to the
Collateral Agent, its successors and permitted assigns, for the benefit of the
Secured Parties, their successors and permitted assigns, a security interest in
and lien on all of the New Partys right, title and interest in and to the
Collateral (as defined in the Collateral Agreement) of the New Party.  Each reference to a Grantor or a Guarantor
in the Collateral Agreement shall be deemed to include the New Party.  The Collateral Agreement is hereby
incorporated herein by reference.


SECTION 2.The New Party represents and
warrants to the Collateral Agent and the other Secured Parties that this
Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms except as the enforceability thereof may be limited
by bankruptcy, insolvency or other similar laws relating to the enforcement of
creditors rights generally and by general equitable principles.  SECTION 3.This Supplement may be
executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract.  This Supplement shall become effective when
the Collateral Agent shall have received counterparts of this Supplement that,
when taken together, bear the signatures of the New Party and the Collateral
Agent.  Delivery of an executed signature
page to this Supplement by facsimile or electronic transmission shall be
as effective as delivery of a manually signed counterpart of this Supplement.  SECTION 4.The New Party hereby
represents and warrants that (a) set forth on Schedule Iattached
hereto is a true and correct schedule of (i) any and all Equity Interests
and Pledged Debt Securities now owned by the New Party, (ii) any and all
United States federal registrations and pending applications for Trademarks,
Patents and Copyrights now owned by the New Party, (iii) any and all
Commercial Tort Claims of such New Party, and (iv) any and all Instruments
and Chattel Paper held by such New Party meeting the thresholds required by Section 3.04
of the Collateral Agreement, and (b) set forth under its signature hereto,
is the true and correct legal name of the New Party and its jurisdiction of
organization.  SECTION 5.Except as expressly
supplemented hereby, the Collateral Agreement shall remain in full force and
effect.  SECTION 6.THE
INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
SUPPLEMENT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW
TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.  SECTION 7.In case any one or more of
the provisions contained in this Supplement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and in the Collateral Agreement shall not
in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in
and of itself affect the validity of such provision in any other
jurisdiction).  The parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.  SECTION 8.All communications and
notices hereunder shall (except as otherwise expressly permitted by the
Collateral Agreement) be in writing and given as provided in Section 14.02
of the Indenture.  All communications and
notices hereunder to the New Party shall be given to it in care of the Borrower
as provided in Section 14.02 of the Indenture.  36


SECTION 9.The New Party agrees to
reimburse the Collateral Agent for its out-of-pocket expenses in connection
with this Supplement (including reasonable fees and disbursements of counsel),
and to indemnify it, in accordance with Section 6.05 of the Collateral
Agreement.  37


IN
WITNESS WHEREOF, the New Party and the Collateral Agent have duly executed this
Supplement to the Collateral Agreement as of the day and year first above
written.  [NAME
  OF NEW PARTY]By:Name:Title:Address:Legal
  Name:Jurisdiction
  of Formation:WELLS
  FARGO BANK, NATIONAL ASSOCIATION, as Collateral AgentBy:Name:Title:  38


SCHEDULE I  Collateral of the New Party  EQUITY
INTERESTS  Issuer
  
  Number of
  Certificate
  
  Registered
  Owner
  
  Number and
  Class of
  Equity Interest
  
  Percentage
  of Equity
  Interests  PLEDGED
DEBT SECURITIES  Issuer
  
  Principal
  Amount
  
  Date of Note
  
  Maturity Date  INTELLECTUAL
PROPERTY  COMMERCIAL
TORT CLAIMS  INSTRUMENTS  CHATTEL
PAPER


COPYRIGHTS OWNED BY GRANTORS  U.S. Copyright Registrations  Title
  
  Reg. No.
  
  Author  Pending U.S. Copyright Applications for Registration  Title
  
  Author
  
  Class
  
  Date Filed


PATENTS
OWNED BY GRANTORS  U.S. Patents  Patent No.
  
  Issue Date  U.S. Patent Applications  Patent Application No.
  
  Filing Date


TRADEMARKS
OWNED BY GRANTORS  U.S. Trademark Registrations  Mark
  
  Reg. Date
  
  Reg. No.  U.S. Trademark Applications  Mark
  
  Filing Date
  
  Application No.