Exhibit 4.16  Execution Copy  
 COLLATERAL
AGREEMENT  (New
Notes)  dated
as of  December 22,
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
  13ARTICLE IV Remedies
  
  14SECTION 4.01
  Pledged Collateral
  14SECTION 4.02
  Uniform Commercial Code and Other Remedies
  15SECTION 4.03
  Application of Proceeds
  17SECTION 4.04
  Grant of License to Use Intellectual Property
  17SECTION 4.05
  Securities Act, Etc
  17SECTION 4.06
  Intercreditor Agreement
  18SECTION 4.07
  Exercise of Control
  18ARTICLE V [Reserved]
  
  19ARTICLE VI Miscellaneous
  19SECTION 6.01
  Notices
  19  i


Table
of Contents
(Continued)  PageSECTION 6.02
  Survival of Agreement
  19SECTION 6.03
  Binding Effect; Several Agreement
  19SECTION 6.04
  Successors and Assigns
  19SECTION 6.05
  Collateral Agents Fees and Expenses; Indemnification
  20SECTION 6.06
  Collateral Agent Appointed Attorney-inFact
  20SECTION 6.07
  Applicable Law
  21SECTION 6.08
  Waivers; Amendment
  21SECTION 6.09
  WAIVER OF JURY TRIAL
  21SECTION 6.10
  Severability
  22SECTION 6.11
  Counterparts
  22SECTION 6.12
  Headings
  22SECTION 6.13
  Jurisdiction; Consent to Service of Process
  22SECTION 6.14
  Termination or Release
  23SECTION 6.15
  FCC Compliance
  23SECTION 6.16
  Additional Parties
  25SECTION 6.17
  Security Interest and
  Obligations Absolute
  25  Schedules  Schedule 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)  PageExhibitsExhibit 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 22,
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 22, 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% Senior Secured
Notes Due 2016 (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)
are acquiring the Notes pursuant to the Mandatory Redemption, and upon the
terms and conditions specified in the Indenture.  The Indenture requires, and the terms of the
Mandatory Redemption contemplate, 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 1.01Indenture.  (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).  Agreement shall have the meaning assigned
to such term in the preamble.  1


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 Mandatory
Redemption 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
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  2


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(includingall 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 orhereafterowned 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 securitiesand 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 3.01Security
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 IIcorrectly 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 Vcorrectly 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
and without prejudice to clause (f) below, 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.  (f)Equity
Interests in Subsidiaries.The Grantors shall not permit any Equity
Interests in the New License Subsidiary to be or become, at any time, securities
within the meaning of Article 8 of the New York UCC.  Without prejudice to the foregoing, if, at
any time, any Equity Interests in any Subsidiary (to the extent such Equity
Interests constitute Collateral) are or become securities within the meaning
of Article 8 of the New York UCC, such Equity Interests shall be
immediately evidenced by a certificate or certificates and become Certificated
Securities (if not already so evidenced and so constituting Certificated
Securities), and the Grantor or Grantors owning such Equity Interests shall
promptly, and in any event within five (5) Business Days, endorse, assign
and deliver the same to the Collateral Agent (to the extent not previously so
endorsed, assigned and delivered), accompanied by such undated instruments of
transfer or assignment duly executed in blank as the Collateral Agent may from
time to time reasonably specify; and prior to such delivery, each Grantor
having possession of any such Certificated Securities shall hold the same in
trust for the Collateral Agent.  Each
such 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.  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  12


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.  (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  13


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 (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  14


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
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.  15


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 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  16


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 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  17


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 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.  18


ARTICLE V  [Reserved]  ARTICLE VI  Miscellaneous  SECTION 6.01             Notices.  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 6.02             Survival
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 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 6.03             Binding
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 6.04             Successors
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.  19


SECTION 6.05             Collateral 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 6.06             Collateral
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 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  20


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 6.08             Waivers;
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 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.  21


SECTION 6.10             Severability.  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.  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 6.13             Jurisdiction;
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  22


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 6.14             Termination
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.  (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  23


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 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.  24


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 6.17             Security
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 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 OfficerFIBERTOWER LICENSING CORP.By:
  /s/ Thomas A. ScottName:
  Thomas A. ScottTitle:
  Chief Financial OfficerFIBERTOWER BROADBAND CORP.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 OfficerFIBERTOWER SPECTRUM
  HOLDINGS LLCBy:
  /s/ Thomas A. ScottName:
  Thomas A. ScottTitle:
  Chief Financial Officer  [SIGNATURE
PAGE TO COLLATERAL AGREEMENT]


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


Schedule
I to the
Collateral Agreement  SUBSIDIARY GUARANTORS  FiberTower Network Services Corp.  FiberTower Solutions Corporation  FiberTower Licensing Corp.  FiberTower Broadband Corp.  Teligent Services Acquisition, Inc.  FiberTower Spectrum Holdings LLC


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
  %FiberTower Broadband
  Corp.
  
  001
  
  FiberTower Corporation
  
  100
  
  100
  %FiberTower 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
  %FiberTower Spectrum
  Holdings LLC
  
  n/a
  
  FiberTower Licensing Corp.
  
  n/a
  
  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
  
  20-3363366FiberTower Licensing Corp.
  
  Delaware
  
  185 Berry St.,
  Suite 4800
  San Francisco, CA 94107
  
  2492713
  
  52-1933157FiberTower Broadband Corp.
  
  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
  
  20-2303658FiberTower Spectrum
  Holdings LLC
  
  Delaware
  
  185 Berry St.,
  Suite 4800
  San Francisco, CA 94107
  
  4765495
  
  n/a  Prior Names:  ART Licensing Corp.  ART Leasing, Inc.


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 22, 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 22, 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.