ESCROW AND SECURITY AGREEMENTEscrow and Security Agreement • November 15th, 2006 • FiberTower CORP • Radiotelephone communications • New York
THIS ESCROW AND SECURITY AGREEMENT (this “Agreement”), dated as of November 9, 2006, is by and among FIBERTOWER CORPORATION, a Delaware corporation (the “Company”), Wells Fargo Bank, National Association, as the trustee under the Indenture (as defined below) (the “Trustee”), and Wells Fargo Bank, National Association, as escrow agent and securities intermediary (in such capacity, together with its successors in such capacity, the “Escrow Agent”). Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Indenture.
PLEDGE AND SECURITY AGREEMENT made byControl Agreement • November 15th, 2006 • FiberTower CORP • Radiotelephone communications • Delaware
This PLEDGE AND SECURITY AGREEMENT, dated as of November 9, 2006 (as amended, amended and restated, supplemented, replaced or otherwise modified from time to time, this “Agreement”), is made by FIBERTOWER CORPORATION, a Delaware corporation (“FiberTower”), FIBERTOWER NETWORK SERVICES CORP., a Delaware corporation (“FNS”), ART LEASING, INC., a Delaware corporation (“Art Leasing”), TELIGENT SERVICES ACQUISITION, INC., a Delaware corporation (“Teligent”), ART LICENSING CORPORATION, a Delaware corporation (“Art Licensing”), and FIBERTOWER SOLUTIONS CORPORATION, a Delaware corporation (“Solutions” and, collectively with FNS, Art Leasing, Teligent, Art Licensing and any other entity that may become a party to the Note Guarantee (as defined below) from time to time, the “Guarantors”, and together with FiberTower and any other entity that may become a party hereto from time to time pursuant to Section 7.15 hereof, the “Grantors”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as collater
FiberTower Corporation PURCHASE AGREEMENTPurchase Agreement • November 15th, 2006 • FiberTower CORP • Radiotelephone communications • New York
FiberTower Corporation, a Delaware corporation (the “Company”), and each of the Guarantors (as hereinafter defined) hereby agree with you as follows:
FiberTower Corporation REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2006 • FiberTower CORP • Radiotelephone communications • New York
FiberTower Corporation, a Delaware corporation (the “Company”), and the Guarantees (as hereinafter defined) propose to issue and sell to the Initial Purchasers (as hereinafter defined), upon the terms set forth in the Purchase Agreement (as hereinafter defined), (i) $350,000,000 aggregate principal amount (each a “Firm Note” and, collectively, the “Firm Notes” and, together with the Guarantees (as defined in the Purchase Agreement) thereon, the “Firm Securities”) of 9.00% Convertible Senior Secured Notes of the Company due 2012 (each a “Note” and, collectively, the “Notes” and, together with the Guarantees thereon, the Securities and (ii) an option to purchase up to $52,500,000 aggregate principal amount of additional Notes (each an “Optional Additional Note” and, collectively, the “Optional Additional Notes” and, together with the Guarantees thereon, the “Optional Additional Securities”). The Firm Notes and, if and to the extent issued, the Optional Additional Notes, are collectively
