Unassociated Document


    Exhibit
      10.4

    


    
      
        

        

      

      


    

    


     

    MOBILE
      SATELLITE VENTURES LP

    and

    MSV
      FINANCE CO.,

    as
      Issuers,


     

     

    the
      GUARANTORS named herein

     

    and

     

            ,
      as Trustee

    _____________________

     

    INDENTURE

     

    Dated
      as of January 6, 2009

    _____________________

     

     

    16.0%
      Senior Notes due 2013

     

    
      


      
        

        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    TABLE
      OF CONTENTS 

     

    
      	 	 	
              Page

            
	 	 	 
	
              ARTICLE
                I

            
	
              DEFINITIONS
                AND INCORPORATION BY REFERENCE

            
	
              Section
                1.01

            	
              Definitions

            	
               1

            
	
              Section
                1.02

            	
              Other
                Definitions

            	
              26

            
	
              Section
                1.03

            	
              Incorporation
                by Reference of Trust Indenture Act

            	
              27

            
	
              Section
                1.04

            	
              Rules
                of Construction

            	
              27

            
	 
              	 
              	 
              
	
              ARTICLE
                II

            
	
              THE
                NOTES

            
	
              Section
                2.01

            	
              Form
                and Dating

            	
              28

            
	
              Section
                2.02

            	
              Execution
                and Authentication

            	
              29

            
	
              Section
                2.03

            	
              Registrar
                and Paying Agent

            	
              30

            
	
              Section
                2.04

            	
              Paying
                Agent to Hold Money in Trust

            	
              30

            
	
              Section
                2.05

            	
              Holder
                Lists

            	
              30

            
	
              Section
                2.06

            	
              Transfer
                and Exchange

            	
              31

            
	
              Section
                2.07

            	
              Replacement
                Notes

            	
              41

            
	
              Section
                2.08

            	
              Outstanding
                Notes

            	
              41

            
	
              Section
                2.09

            	
              Temporary
                Notes

            	
              42

            
	
              Section
                2.10

            	
              Cancellation

            	
              42

            
	
              Section
                2.11

            	
              Defaulted
                Interest

            	
              42

            
	
              Section
                2.12

            	
              Deposit
                of Moneys

            	
              42

            
	
              Section
                2.13

            	
              CUSIP
                Number

            	
              43

            
	 
              	 
              	 
              
	
              ARTICLE
                III

            
	
              REDEMPTION

            
	 
              	 
              	 
              
	
              Section
                3.01

            	
              Notices
                to Trustee

            	
              43

            
	
              Section
                3.02

            	
              Selection
                by Trustee of Notes to Be Redeemed

            	
              43

            
	
              Section
                3.03

            	
              Notice
                of Redemption

            	
              43

            
	
              Section
                3.04

            	
              Effect
                of Notice of Redemption

            	
              44

            
	
              Section
                3.05

            	
              Deposit
                of Redemption Price

            	
              44

            
	
              Section
                3.06

            	
              Notes
                Redeemed in Part

            	
              45

            
	 
              	 
              	 
              
	
              ARTICLE
                IV

            
	
              COVENANTS

            
	 
              	 
              	 
              
	
              Section
                4.01

            	
              Payment
                of Notes

            	
              45

            
	
              Section
                4.02

            	
              SEC
                Reports

            	
              45

            
	
              Section
                4.03

            	
              Waiver
                of Stay, Extension or Usury Laws

            	
              46

            
	
              Section
                4.04

            	
              Compliance
                Certificate

            	
              47

            


    

     

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

    
 

    
      	 	 	Page
	 	 	 
	
              Section
                4.05

            	
              Taxes

            	
              47

            
	
              Section
                4.06

            	
              Limitation
                on Indebtedness

            	
              47

            
	
              Section
                4.07

            	
              Limitation
                on Issuance or Sale of Capital Stock of Restricted
                Entities

            	
              51

            
	
              Section
                4.08

            	
              Limitation
                on Restricted Payments

            	
              51

            
	
              Section
                4.09

            	
              Limitation
                on Liens

            	
              55

            
	
              Section
                4.10

            	
              Limitation
                on Sale of Assets and Subsidiary Stock

            	
              56

            
	
              Section
                4.11

            	
              Limitation
                on Transactions with Affiliates

            	
              59

            
	
              Section
                4.12

            	
              Future
                Guarantors

            	
              60

            
	
              Section
                4.13

            	
              Limitation
                on Restrictions on Distributions from Restricted Subsidiaries and
                Restricted Entities

            	
              60

            
	
              Section
                4.14

            	
              Payments
                for Consent

            	
              62

            
	
              Section
                4.15

            	
              Corporate
                Existence

            	
              62

            
	
              Section
                4.16

            	
              Change
                of Control

            	
              62

            
	
              Section
                4.17

            	
              Maintenance
                of Office or Agency

            	
              63

            
	
              Section
                4.18

            	
              Maintenance
                of Insurance

            	
              64

            
	
              Section
                4.19

            	
              Limitation
                on Business Activities of Finance Co.

            	
              64

            
	
              Section
                4.20

            	
              Certain
                Matters in Connection with Licenses

            	
              65

            
	
              Section
                4.21

            	
              Limitation
                on Line of Business

            	
              65

            
	
              Section
                4.22

            	
              Calculation
                of Original Issue Discount

            	
              65

            
	
              Section
                4.23

            	
              Reimbursement
                Offer

            	
              65

            
	 
              	 
              	 
              
	
              ARTICLE
                V

            
	
              SUCCESSOR
                CORPORATION

            
	 
              	 
              	 
              
	
              Section
                5.01

            	
              Limitation
                on Consolidation, Merger and Sale of Property

            	
              66

            
	
              Section
                5.02

            	
              Substitution
                of Company

            	
              68

            
	 
              	 
              	 
              
	
              ARTICLE
                VI

            
	
              DEFAULTS
                AND REMEDIES

            
	 
              	 
              	 
              
	
              Section
                6.01

            	
              Events
                of Default

            	
              69

            
	
              Section
                6.02

            	
              Acceleration

            	
              70

            
	
              Section
                6.03

            	
              Other
                Remedies

            	
              71

            
	
              Section
                6.04

            	
              Waiver
                of Past Defaults and Events of Default

            	
              71

            
	
              Section
                6.05

            	
              Control
                by Majority

            	
              71

            
	
              Section
                6.06

            	
              Limitation
                on Suits

            	
              71

            
	
              Section
                6.07

            	
              Rights
                of Holders to Receive Payment

            	
              72

            
	
              Section
                6.08

            	
              Collection
                Suit by Trustee

            	
              72

            
	
              Section
                6.09

            	
              Trustee
                May File Proofs of Claim

            	
              72

            
	
              Section
                6.10

            	
              Priorities

            	
              73

            
	
              Section
                6.11

            	
              Undertaking
                for Costs

            	
              73

            
	 
              	 
              	 
              
	
              ARTICLE
                VII

            
	
              TRUSTEE

            
	 
              	 
              	 
              
	
              Section
                7.01

            	
              Duties
                of Trustee

            	
              73

            
	
              Section
                7.02

            	
              Rights
                of Trustee

            	
              74

            
	
              Section
                7.03

            	
              Individual
                Rights of Trustee

            	
              76

            


    

     

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

    
 

    
      	 	 	Page
	 	 	 
	
              Section
                7.04

            	
              Trustee’s
                Disclaimer

            	
              76

            
	
              Section
                7.05

            	
              Notice
                of Defaults

            	
              76

            
	
              Section
                7.06

            	
              Reports
                by Trustee to Holders

            	
              76

            
	
              Section
                7.07

            	
              Compensation
                and Indemnity

            	
              77

            
	
              Section
                7.08

            	
              Replacement
                of Trustee

            	
              78

            
	
              Section
                7.09

            	
              Successor
                Trustee by Consolidation, Merger or Conversion

            	
              78

            
	
              Section
                7.10

            	
              Eligibility;
                Disqualification

            	
              79

            
	
              Section
                7.11

            	
              Preferential
                Collection of Claims Against Company

            	
              79

            
	
              Section
                7.12

            	
              Paying
                Agents

            	
              79

            
	 
              	 
              	 
              
	
              ARTICLE
                VIII

            
	
              AMENDMENTS,
                SUPPLEMENTS AND WAIVERS

            
	 
              	 
              	 
              
	
              Section
                8.01

            	
              Without
                Consent of Holders

            	
              79

            
	
              Section
                8.02

            	
              With
                Consent of Holders

            	
              81

            
	
              Section
                8.03

            	
              Revocation
                and Effect of Consents

            	
              82

            
	
              Section
                8.04

            	
              Notation
                on or Exchange of Notes

            	
              82

            
	
              Section
                8.05

            	
              Trustee
                to Sign Amendments, etc.

            	
              82

            
	 
              
	
              ARTICLE
                IX

            
	
              DISCHARGE
                OF INDENTURE; DEFEASANCE

            
	 
              
	
              Section
                9.01

            	
              Discharge
                of Indenture

            	
              83

            
	
              Section
                9.02

            	
              Legal
                Defeasance

            	
              84

            
	
              Section
                9.03

            	
              Covenant
                Defeasance

            	
              84

            
	
              Section
                9.04

            	
              Conditions
                to Defeasance or Covenant Defeasance

            	
              84

            
	
              Section
                9.05

            	
              Deposited
                Money and U.S. Government Obligations to Be Held in Trust; Other
                Miscellaneous Provisions

            	
              85

            
	
              Section
                9.06

            	
              Reinstatement

            	
              86

            
	
              Section
                9.07

            	
              Moneys
                Held by Paying Agent

            	
              86

            
	
              Section
                9.08

            	
              Moneys
                Held by Trustee

            	
              86

            
	 
              
	
              ARTICLE
                X

            
	
              GUARANTEE
                OF SECURITIES

            
	 
              
	
              Section
                10.01

            	
              Guarantee

            	
              87

            
	
              Section
                10.02

            	
              Execution
                and Delivery of Guarantees

            	
              88

            
	
              Section
                10.03

            	
              Limitation
                of Guarantee

            	
              88

            
	
              Section
                10.04

            	
              Additional
                Guarantors

            	
              88

            
	
              Section
                10.05

            	
              Release
                of Guarantor

            	
              88

            
	
              Section
                10.06

            	
              Waiver
                of Subrogation

            	
              89

            
	
              Section
                10.07

            	
              Taxes

            	
              89

            
	 
              	 
              	 
              
	
              ARTICLE
                XI

            
	
              MISCELLANEOUS

            
	 
              	 
              	 
              
	
              Section
                11.01

            	
              Notices

            	
              90

            


    

     

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

    
 

    
      	 	 	Page
	 	 	 
	
              Section
                11.02

            	
              Communications
                by Holders with Other Holders

            	
              90

            
	
              Section
                11.03

            	
              Certificate
                and Opinion as to Conditions Precedent

            	
              91

            
	
              Section
                11.04

            	
              Statements
                Required in Certificate and Opinion

            	
              91

            
	
              Section
                11.05

            	
              When
                Treasury Notes Disregarded

            	
              91

            
	
              Section
                11.06

            	
              Rules
                by Trustee and Agents

            	
              91

            
	
              Section
                11.07

            	
              Legal
                Holidays

            	
              92

            
	
              Section
                11.08

            	
              Governing
                Law

            	
              92

            
	
              Section
                11.09

            	
              No
                Adverse Interpretation of Other Agreements

            	
              92

            
	
              Section
                11.10

            	
              No
                Recourse Against Others

            	
              92

            
	
              Section
                11.11

            	
              Successors

            	
              92

            
	
              Section
                11.12

            	
              Multiple
                Counterparts

            	
              92

            
	
              Section
                11.13

            	
              Table
                of Contents, Headings, etc.

            	
              92

            
	
              Section
                11.14

            	
              Separability

            	
              93

            
	
              Section
                11.15

            	
              Waiver
                of Jury Trial

            	
              93

            
	
              Section
                11.16

            	
              Force
                Majeure

            	
              93

            
	
              Section
                11.17

            	
              Currency
                of Account; Conversion of Currency; Foreign Exchange
                Restrictions

            	
              93

            
	
              Section
                11.18

            	
              Agent
                for Service

            	
              95

            
	
              Section
                11.19

            	
              Interest
                Act (Canada)

            	
              95

            
	
              Section
                11.20

            	
              Joint
                and Several Obligations

            	
              95

            
	 
              	 
              	 
              
	
              Exhibits

            	 
              	 
              
	
              Exhibit
                A-1

            	
              Form
                of Face of Certificated Notes

            	
              A-1

            
	
              Exhibit
                A-2

            	
              Form
                of Restricted Global Note

            	
              A-2

            
	
              Exhibit
                A-3

            	
              Form
                of Regulation S Global Note

            	
              A-3

            
	
              Exhibit
                A-4

            	
              Form
                of Reverse of Notes

            	
              A-4

            
	
              Exhibit
                B

            	
              Form
                of Certificate of Transfer

            	
              B-1

            
	
              Exhibit
                C

            	
              Form
                of Certificate of Exchange

            	
              C-1

            
	
              Exhibit
                D

            	
              Form
                of Certificate of Acquiring Institutional

              Accredited
                Investors

            	
              D-1

            
	 
              	 
              	 
              


    

    


    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    


    INDENTURE,
      dated as of January 6, 2009 (the “Indenture”), among MOBILE
      SATELLITE VENTURES LP, a Delaware limited partnership (the “Company”), MSV FINANCE CO.,
      a
      Delaware corporation (“Finance
      Co.” and, together with the Company, the “Issuers”), the GUARANTORS
      (as
      defined herein) parties hereto
      and             ,
      a             corporation,
      as Trustee (the “Trustee”).

     

    Each
      party agrees as follows for the benefit of the other parties and for the equal
      and ratable benefit of the holders of the Issuers’ 16.0% Senior Notes due 2013
      (collectively, the “Notes”):  The term
      Notes shall include the Notes issued on the Issue Date, any Payment-in-Kind
      Notes and any Notes issued on a subsequent closing and funding date all
      considered as one series.

     

     

    ARTICLE
      I

     

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

     

    
      	
              Section
                1.01  

            	
              Definitions.

            


    

     

    “144A
      Global Note” means a
      Global Note substantially in the form of Exhibit A2 and A4 hereto bearing the
      Global Note Legend and the Restricted Notes Legend and deposited with or on
      behalf of, and registered in the name of, the Depository or its nominee that
      will be issued in a denomination equal to the outstanding principal amount
      of
      the Notes resold in reliance on Rule 144A.

     

    “Additional
      Assets”
means:

     

    (1)           any
      property, plant, license, equipment or any other tangible asset or any
      improvement thereto (including improvements to existing assets) used or useful
      in a Related Business;

     

    (2)           all
      or substantially all of the assets of, or the Capital Stock of a Person that
      becomes a Restricted Entity as a result of the acquisition of such Capital
      Stock
      by the Company or another Restricted Entity; or

     

    (3)           Capital
      Stock constituting a minority interest in any Person that at such time is a
      Restricted Entity;

     

    provided,
however,
      that any such
      Restricted Entity described in clause (2) or (3) above is primarily engaged
      in a
      Related Business.

     

    “Affiliate”
of
      any specified
      Person means any other Person, directly or indirectly, controlling or controlled
      by or under direct or indirect common control with such specified
      Person.  For the purposes of this definition, “control” when used with
      respect to any Person means the power to direct the management and policies
      of
      such Person, directly or indirectly, whether through the ownership of voting
      securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.  For purposes
      of Sections 4.08, 4.10 and 4.11 only (and for the avoidance of doubt, not
      Section 11.05), “Affiliate” shall also mean any beneficial owner of Capital
      Stock representing 20% or more of the total voting power of the Voting Stock
      (on
      a fully diluted basis) of the General Partner or the Capital Stock of the
      Company or of rights or warrants to purchase such Capital Stock (whether or
      not
      currently exercisable) and any Person who would be an Affiliate of any such
      beneficial owner pursuant to the first sentence hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    “Agent”
means
      any Registrar,
      Paying Agent, co-registrar or agent for service of notices and
      demands.

     

    “Applicable
      Currency
      Equivalent” means, with respect to any monetary amount in a currency
      other than U.S. Dollars, at any time for the determination thereof, the amount
      of U.S. Dollars obtained by converting such foreign currency involved in such
      computation into U.S. Dollars at the spot rate for the purchase of U.S. Dollars
      with the applicable foreign currency as quoted by Reuters at approximately
      10:00 A.M. (New York time) on the date not more than two Business Days
      prior to such determination

     

    “Applicable
      Premium” means,
      with respect to any Note on any redemption date, the greater of:

     

    (1)           1.0%
      of the then outstanding principal amount of the Note; and

     

    (2)           the
      excess of:

     

    (a)           the
      present value at such redemption date of the redemption price of the Note at
      January 1, 2011, computed using a discount rate equal to the Treasury Rate
      as of
      such redemption date plus 50 basis points; over

     

    (b)           the
      then outstanding principal amount of the Note.

     

    “Applicable
      Procedures” means,
      with respect to any transfer or exchange of or for beneficial interests in
      any
      Global Note, the rules and procedures of the Depository that apply to such
      transfer or exchange.

     

    “Asset
      Disposition” means any
      sale, lease (other than an operating lease entered into in the ordinary course
      of business), transfer or other disposition (or series of related sales, leases,
      transfers or dispositions) by the Company or any Restricted Entity, including
      any disposition by means of a merger, consolidation or similar transaction
      (each
      referred to for the purposes of this definition as a “disposition”),
      of:

     

    (1)           any
      shares of Capital Stock of a Restricted Entity (other than directors’ qualifying
      shares or shares required by applicable law to be held by a Person other than
      the Company or a Restricted Entity);

     

    (2)           all
      or substantially all the assets of any division or line of business of the
      Company or any Restricted Entity; or

     

    (3)           any
      other assets of the Company or any Restricted Entity outside of the ordinary
      course of business of the Company or such Restricted Entity;

     

    other
      than, in the case of clauses (1), (2) and (3) above,

     

    (A)           a
      disposition by a Restricted Entity to the Company or by the Company or a
      Restricted Entity to a Guarantor;

     

    (B)           for
      purposes of Section 4.10 only, (i) a disposition that constitutes a Restricted
      Payment (or would constitute a Restricted Payment but for the exclusions from
      the definition thereof) or a Permitted Investment and that is not prohibited
      by
      Section 4.08, (ii) the making of an 

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    Asset
      Swap and (iii) a disposition of all or substantially all the assets of the
      Company in accordance with Article 5;

     

    (C)           a
      disposition of assets in a transaction or series of related transactions with
      a
      fair market value of less than $10 million;

     

    (D)           a
      disposition of cash or Temporary Cash Investments;

     

    (E)           the
      creation of a Lien permitted by this Indenture (but not the sale or other
      disposition of the property subject to such Lien);

     

    (F)           the
      licensing or sublicensing of intellectual property or other general intangibles;
      provided, however, such
      licensing or sublicensing shall not interfere in any material respect with
      the
      Company’s continuing use of such intellectual property or other general
      intangibles in its business;

     

    (G)           disposition
      of damaged, obsolete or worn out property in the ordinary course of business;
      or

     

    (H)           granting
      a Permitted Lien.

     

    “Asset
      Swap” means the
      concurrent purchase and sale or exchange of Related Business Assets between
      the
      Company or any of the Restricted Entities and another Person.

     

    “Attributable
      Debt” in respect
      of a Sale/Leaseback Transaction means, as at the time of determination, the
      present value (discounted at the interest rate borne by the Notes, compounded
      annually) of the total obligations of the lessee for rental payments during
      the
      remaining term of the lease included in such Sale/Leaseback Transaction
      (including any period for which such lease has been extended); provided, however,
      that if such
      Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount
      of
      Indebtedness represented thereby will be determined in accordance with the
      definition of “Capital Lease Obligation”.

     

    “Average
      Life” means, as of
      the date of determination, with respect to any Indebtedness, the quotient
      obtained by dividing:

     

    (1)           the
      sum of the products of the numbers of years from the date of determination
      to
      the dates of each successive scheduled principal payment of or redemption or
      similar payment with respect to such Indebtedness multiplied by the amount
      of
      such payment by

     

    (2)           the
      sum of all such payments.

     

    “Board
      of Directors” means the
      Board of Directors (or similar body) of the Company (or if the Company is a
      limited partnership, the general partner thereof) or any committee thereof
      duly
      authorized to act on behalf of such Board.

     

    “Board
      Resolution” means a
      resolution duly adopted by the Board of Directors, certified by the Secretary
      or
      an Assistant Secretary of the Company (or if the Company is a limited
      partnership, the General Partner) to have been duly adopted and to be in full
      force and effect on the date of such certification.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    “Boeing
      Agreement” means the
      agreement between the Company and Boeing Satellite Systems, Inc. for the MSV
      L-Band Space Based Network, dated January 9, 2006, as amended March 9, 2006,
      September 11, 2006, July 3, 2008 (and the additional amendments contemplated
      thereby), and from time to time in a manner not materially more burdensome,
      taken as a whole, to the holders of the Notes.

     

    “Business
      Day” means each day
      which is not a Legal Holiday.

     

    “Canadian
      Guarantors” means
      the Canadian Joint Ventures and the Existing Canadian Subsidiary.

     

    “Canadian
      Joint Ventures”
means Mobile Satellite Ventures Holdings (Canada) Inc. and Mobile Satellite
      Ventures (Canada) Inc. and their successors.

     

    “Capital
      Lease Obligation”
means an obligation that is required to be classified and accounted
      for as a
      capital lease for financial reporting purposes in accordance with GAAP, and
      the
      amount of Indebtedness represented by such obligation shall be the capitalized
      amount of such obligation determined in accordance with GAAP; and the Stated
      Maturity thereof shall be the date of the last payment of rent or any other
      amount due under such lease prior to the first date upon which such lease may
      be
      terminated by the lessee without payment of a penalty.  For purposes
      of Section 4.09, a Capital Lease Obligation will be deemed to be secured by
      a
      Lien on the property being leased.

     

    “Capital
      Stock” of any Person
      means any and all shares, interests (including partnership interests and
      membership interests in a limited liability company), rights to purchase,
      warrants, options, participations or other equivalents of or interests in
      (however designated) equity of such Person, including any Preferred Stock,
      but
      excluding any debt securities convertible into such equity.

     

    “Change
      of Control” means the
      occurrences of any of the following events:

     

    (1)           any
      “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
      Exchange Act), other than one or more Permitted Holders (individually or as
      a
      member of such group), is or becomes the “beneficial owner” (as defined in Rules
      13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause
      (1) such person or group shall be deemed to have “beneficial ownership” of all
      shares that any such person has the right to acquire, whether such right is
      exercisable immediately or only after the passage of time), directly or
      indirectly, of (a) more than 50% of the total voting power of the Voting Stock
      of the General Partner or (b) more than 50% of the total economic or voting
      power of the Capital Stock of the Company (for the purposes of this clause
      (1),
      such other person or group shall be deemed to beneficially own any Voting Stock
      or Capital Stock of a Person (the “specified person”) held by
      any other Person (including one or more Permitted Holders) (the “parent entity”), if such
      other person or group is the beneficial owner (as defined above in this clause
      (1)), directly or indirectly, of more than 50% of the voting power of the Voting
      Stock or 50% of the economic or voting power of the Capital Stock, as
      applicable, of such parent entity);

     

    (2)           on
      and after the occurrence of any Public Offering, individuals who on the Issue
      Date constituted the Board of Directors (together with any new directors whose
      election by such Board of Directors or whose nomination for election by the
      shareholders of the Parent, the Company or the General Partner was approved
      by a
      vote of a majority of the directors of the Parent, the Company or the General
      Partner then still in office who were either directors on the Issue Date or
      whose election or nomination for election was previously so approved) cease
      for
      any reason to constitute a majority of the Board of Directors then in
      office;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (3)           the
      adoption of a plan relating to the liquidation or dissolution of the Company;
      or

     

    (4)           the
      merger or consolidation of the Company or the General Partner with or into
      another Person (other than one or more Permitted Holders) or the merger of
      another Person (other than one or more Permitted Holders) with or into the
      Company or the General Partner, or the sale of all or substantially all the
      assets of the Company or the General Partner (determined on a consolidated
      basis) to another Person (other than one or more Permitted Holders) other than
      a
      transaction following which in the case of a merger or consolidation
      transaction, holders of securities that represented 100% of the Voting Stock
      of
      the General Partner and 100% of the Capital Stock of the Company immediately
      prior to such transaction (or other securities into which such securities are
      converted as part of such merger or consolidation transaction) own directly
      or
      indirectly at least a majority of the voting power of the Voting Stock of the
      surviving Person of the General Partner and at least a majority of the economic
      or voting power of the Capital Stock of the surviving Person or the Company
      (whether or not the surviving Person is in the same corporate form) in such
      merger or consolidation transaction immediately after such
      transaction.

     

     

    Notwithstanding
      the foregoing, no Change of Control will be deemed to occur as a result of
      any
      reorganization of the Company or a Permitted Holder as contemplated in the
      MCSA.

     

    “Code”
means
      the Internal
      Revenue Code of 1986, as amended.

     

    “Company”
means
      the party
      named as such in the first paragraph of this Indenture until a successor
      replaces such party pursuant to Article 5 of this Indenture and thereafter
      means
      the successor.

     

    “Company
      Request” means any
      written request signed in the name of the Company by the Chief Executive
      Officer, the President, any Vice President, the Chief Financial Officer, the
      Treasurer or the Secretary or any Assistant Secretary of the Company (or if
      the
      Company is a limited partnership, the general partner thereof) and delivered
      to
      the Trustee.

     

    “Consolidated
      Income Tax
      Expense” means, with respect to the Company for any period, the provision
      for federal, state, local and foreign taxes based on income or profits
      (including franchise taxes) payable by the Company and the Restricted Entities
      for such period and any Permitted Tax Distributions for such period as
      determined on a consolidated basis in accordance with GAAP.

     

    “Consolidated
      Interest
      Expense” means, for any period, the total interest expense of the Company
      and the Restricted Entities for such period, whether paid or accrued and whether
      or not capitalized (including amortization of debt issuance costs and original
      issue discount, non-cash interest payments, the interest component of any
      deferred payment obligations, the interest component of all payments associated
      with Capital Lease Obligations and Attributable Debt, commissions, discounts
      and
      other fees and charges incurred in respect of letter of credit or bankers’
acceptance financings), and net of the effect of all payments made or received
      pursuant to Hedging Obligations.

     

    “Consolidated
      Leverage Ratio”
as of any date of determination means the ratio of (x) the aggregate
      amount of
      Indebtedness of the Company and the Restricted Entities as of such date of
      determination to (y) Consolidated Operating Cash Flow for the most recent four
      consecutive fiscal quarters ending prior to such date of determination for
      which
      financial information is available (the “Reference Period”); provided,
however,
      that:

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (1)           if
      the transaction giving rise to the need to calculate the Consolidated Leverage
      Ratio is an Incurrence of Indebtedness, the amount of such Indebtedness shall
      be
      calculated after giving effect on a pro forma basis to such
      Indebtedness;

     

    (2)           if
      the Company or any Restricted Entity has repaid, repurchased, defeased or
      otherwise discharged any Indebtedness that was outstanding as of the end of
      such
      fiscal quarter or if any Indebtedness is to be repaid, repurchased, defeased
      or
      otherwise discharged on the date of the transaction giving rise to the need
      to
      calculate the Consolidated Leverage Ratio (other than, in each case,
      Indebtedness Incurred under any revolving credit agreement), the aggregate
      amount of Indebtedness shall be calculated on a pro forma basis and Consolidated
      Operating Cash Flow shall be calculated as if the Company or such Restricted
      Entity had not earned the interest income, if any, actually earned during the
      Reference Period in respect of cash or Temporary Cash Investments used to repay,
      repurchase, defease or otherwise discharge such Indebtedness;

     

    (3)           if
      since the beginning of the Reference Period the Company or any Restricted Entity
      shall have made any Asset Disposition, the Consolidated Operating Cash Flow
      for
      the Reference Period shall be reduced by an amount equal to the Consolidated
      Operating Cash Flow (if positive) directly attributable to the assets which
      are
      the subject of such Asset Disposition for the Reference Period or increased
      by
      an amount equal to the Consolidated Operating Cash Flow (if negative) directly
      attributable thereto for the Reference Period;

     

    (4)           if
      since the beginning of the Reference Period the Company or any Restricted Entity
      (by merger or otherwise) shall have made an Investment in any Restricted Entity
      (or any Person which becomes a Restricted Entity) or an acquisition of assets
      which constitutes all or substantially all of an operating unit of a business,
      Consolidated Operating Cash Flow for the Reference Period shall be calculated
      after giving pro forma effect thereto (including the Incurrence of any
      Indebtedness) as if such Investment or acquisition had occurred on the first
      day
      of the Reference Period; and

     

    (5)           if
      since the beginning of the Reference Period any Person (that subsequently became
      a Restricted Entity or was merged with or into the Company or any Restricted
      Entity since the beginning of such Reference Period) shall have made any Asset
      Disposition, any Investment or acquisition of assets that would have required
      an
      adjustment pursuant to clause (3) or (4) above if made by the Company or a
      Restricted Entity during the Reference Period, Consolidated Operating Cash
      Flow
      for the Reference Period shall be calculated after giving pro forma effect
      thereto as if such Asset Disposition, Investment or acquisition had occurred
      on
      the first day of the Reference Period.

     

    For
      purposes of this definition, whenever pro forma effect is to be given to an
      acquisition of assets, the amount of income or earnings relating thereto and
      the
      amount of Consolidated Interest Expense associated with any Indebtedness
      Incurred in connection therewith, the pro forma calculations shall be determined
      in accordance with GAAP in good faith by a responsible financial or accounting
      Officer of the Company.  If any Indebtedness bears a floating rate of
      interest and is being given pro forma effect, the interest on such Indebtedness
      shall be calculated as if the rate in effect on the date of determination had
      been the applicable rate for the entire period (taking into account any Hedging
      Obligation applicable to such Indebtedness if such Hedging Obligation has a
      remaining term in excess of 12 months).  If any Indebtedness is
      Incurred under a revolving credit facility and is being given pro forma effect,
      the interest on such Indebtedness shall be calculated based on the average
      daily
      balance of such Indebtedness for the four fiscal quarters subject to the pro
      forma calculation to the extent such Indebtedness was Incurred solely for
      working capital purposes.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Consolidated
      Net Income”
means, for any period, the net income of the Company and its consolidated
      Restricted Entities; provided, however,
      that there shall not
      be included in such Consolidated Net Income:

     

    (1)           any
      net income of any Person (other than the Company) if such Person is not a
      Restricted Entity, except that:

     

    (A)           subject
      to the exclusion contained in clauses (3), (4) and (5) below, the Company’s
      equity in the net income of any such Person for such period shall be included
      in
      such Consolidated Net Income up to the aggregate amount of cash actually
      distributed by such Person during such period to the Company or a Restricted
      Entity as a dividend or other distribution (subject, in the case of a dividend
      or other distribution paid to a Restricted Entity, to the limitations contained
      in clause (2) below); and

     

    (B)           the
      Company’s equity in a net loss of any such Person for such period shall be
      included in determining such Consolidated Net Income to the extent such loss
      has
      been funded with cash from the Company or a Restricted Entity;

     

    (2)           any
      net income of any Restricted Entity if such Restricted Entity is subject to
      restrictions, directly or indirectly, on the payment of dividends or the making
      of distributions by such Restricted Entity, directly or indirectly, to the
      Company, except that:

     

    (A)           subject
      to the exclusion contained in clauses (3), (4) and (5) below, the Company’s
      equity in the net income of any such Restricted Entity for such period shall
      be
      included in such Consolidated Net Income up to the aggregate amount of cash
      that
      could have been distributed by such Restricted Entity during such period to
      the
      Company or another Restricted Entity as a dividend or other distribution
      (subject, in the case of a dividend or other distribution paid to another
      Restricted Entity, to the limitation contained in this clause); and

     

    (B)           the
      Company’s equity in a net loss of any such Restricted Entity for such period
      shall be included in determining such Consolidated Net Income;

     

    (3)           any
      gain (or loss) realized upon the sale or other disposition of any assets of
      the
      Company or its consolidated Restricted Entities (including pursuant to any
      Sale/Leaseback Transaction) which is not sold or otherwise disposed of in the
      ordinary course of business and any gain (or loss) realized upon the sale or
      other disposition of any Capital Stock of any Person;

     

    (4)           extraordinary
      gains or losses;

     

    (5)           the
      cumulative effect of a change in accounting principles;

     

    (6)           all
      deferred financing costs written off and premiums paid in connection with an
      early extinguishment of Indebtedness;

     

    (7)           any
      non-cash compensation charge arising from any grant of stock, stock option,
      or
      other equity based awards; and

     

    (8)           expenses
      related to the offering of Notes,

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    in
      each case, for such period.  Notwithstanding the foregoing, (x) for
      the purposes of Section 4.08 only, there shall be excluded from Consolidated
      Net
      Income any repurchases, repayments or redemptions of Investments, proceeds
      realized on the sale of Investments or return of capital to the Company or
      a
      Restricted Entity to the extent such repurchases, repayments, redemptions,
      proceeds or returns increase the amount of Restricted Payments permitted under
      Section 4.08(a)(3)(D) and (y) Consolidated Net Income shall be reduced by the
      amount of Permitted Tax Distributions.

     

    “Consolidated
      Operating Cash
      Flow” means, with respect to the Company and the Restricted Entities on a
      consolidated basis, for any period, an amount equal to Consolidated Net Income
      for such period increased (without duplication) by the sum of:

     

    (a)           Consolidated
      Income Tax Expense accrued for such period to the extent deducted in determining
      Consolidated Net Income for such period;

     

    (b)           Consolidated
      Interest Expense for such period to the extent deducted in determining
      Consolidated Net Income for such period;

     

    (c)           transition
      costs for customers under contract in connection with migrating such customers’
end user equipment to end user equipment that functions on the Company’s planned
      network not to exceed $10.0 million in any fiscal year; and

     

    (d)           depreciation,
      amortization and any other noncash items for such period to the extent deducted
      in determining Consolidated Net Income for such period (other than any noncash
      item which requires the accrual of, or a reserve for, cash charges for any
      future period) of the Company and the Restricted Entities (including
      amortization of capitalized debt issuance costs for such period), all of the
      foregoing determined on a consolidated basis in accordance with GAAP, and
      decreased by noncash items to the extent they increase Consolidated Net Income
      (including the partial or entire reversal of reserves taken in prior periods,
      but excluding reversals of accruals or reserves for cash charges taken in prior
      periods) for such period.

     

    “Consolidated
      Revenues” means,
      for any period, the consolidated net revenue of the Company and the Restricted
      Entities for such period determined in accordance with GAAP.

     

    “Consolidated
      Total Assets”
means the total assets of the Company and its consolidated Restricted
      Entities,
      as shown on the most recent balance sheet of the Company, determined on a
      consolidated basis in accordance with GAAP.

     

    "Coop
      Agreement" means that
      certain Cooperation Agreement, dated as of December 20, 2007, by and among
      Mobile Satellite Ventures, LP, Mobile Satellite Ventures (Canada) Inc., Skyterra
      Communications, Inc. and Inmarsat Global Limited, as the same may be amended
      from time to time.

     

    “Corporate
      Trust Office” means
      the office of the Trustee at which at any particular time its corporate trust
      business shall be principally administered, which office at the date of
      execution of this Indenture is located at:  • Attention:  •
or such other address as the Trustee may designate from time to time by notice
      to the Noteholders and the Company, or the principal corporate trust office
      of
      any successor Trustee (or such other address as such successor Trustee may
      designate from time to time by notice to the Noteholders and the
      Company).

     

    “Default”
means
      any event
      which is, or after notice or passage of time or both would be, an Event of
      Default.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Definitive
      Note” means a
      certificated Note registered in the name of the holder thereof and issued in
      accordance with Section 2.06 hereof, substantially in the form of Exhibits
      A-1
      and A-4 hereto and such Note shall not bear the Global Note Legend and shall
      not
      have the “Schedule of Exchanges of Interests in the Global Note” attached
      thereto.

     

    “Depository”
means,
      with
      respect to the Notes issued in the form of one or more Global Notes, The
      Depository Trust Company or another Person designated as Depository by the
      Company, which Person must be a clearing agency registered under the Exchange
      Act.

     

    “Designated
      Equity
      Contributions” means Net Cash Proceeds received by the Company or the
      Parent (to the extent the net proceeds thereof are contributed to the equity
      capital of the Company (other than in the form of Disqualified Stock) or are
      used to purchase Capital Stock of the Company (other than Disqualified Stock))
      from the issuance or sale of its Capital Stock (other than Disqualified Stock)
      subsequent to the Issue Date and designated in an Officer’s Certificate as
      Designated Equity Contributions executed by the principal financial officer
      of
      the Company.

     

    “Designated
      Equity Election”
means the delivery to the Trustee of an Officer’s Certificate stating that the
      Company elects to include Designated Equity Contributions under Section
      4.08(a)(3)(B).

     

    “Designated
      Noncash
      Consideration” means the fair market value of noncash consideration
      received by the Company or a Restricted Entity in connection with an Asset
      Disposition that is so designated as Designated Noncash Consideration pursuant
      to an Officer’s Certificate, setting forth the basis of such valuation, executed
      by the principal financial officer of the Company, less the amount of cash
      or
      cash equivalents received in connection with a subsequent sale of such
      Designated Noncash Consideration.

     

    “Disqualified
      Stock” means,
      with respect to any Person, any Capital Stock which by its terms (or by the
      terms of any security into which it is convertible or for which it is
      exchangeable at the option of the holder) or upon the happening of any
      event:

     

    (1)           matures
      or is mandatorily redeemable (other than redeemable only for Capital Stock
      of
      such Person which is not itself Disqualified Stock) pursuant to a sinking fund
      obligation or otherwise;

     

    (2)           is
      convertible or exchangeable at the option of the holder for Indebtedness or
      Disqualified Stock; or

     

    (3)           is
      mandatorily redeemable or must be purchased upon the occurrence of certain
      events or otherwise (including, without limitation, at the option of the holder
      thereof), in whole or in part;

     

    in
      each case on or prior to the date that is 91 days after the Stated Maturity
      of
      the Notes; provided,
however,
      that any
      Capital Stock that would not constitute Disqualified Stock but for provisions
      thereof giving holders thereof the right to require such Person to purchase
      or
      redeem such Capital Stock upon the occurrence of an “asset sale” or “change of
      control” shall not constitute Disqualified Stock if:

     

    (A)           the
      “asset sale” or “change of control” provisions applicable to such Capital Stock
      are not more favorable, taken as a whole, to the holders of such Capital Stock
      than the terms applicable to the Notes and under Sections 4.10 and 4.16;
      and

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (B)           any
      such requirement only becomes operative after compliance with such terms
      applicable to the Notes, including the purchase of any Notes tendered pursuant
      thereto.

     

    The
      amount of any Disqualified Stock that does not have a fixed redemption,
      repayment or repurchase price will be calculated in accordance with the terms
      of
      such Disqualified Stock as if such Disqualified Stock were redeemed, repaid
      or
      repurchased on any date on which the amount of such Disqualified Stock is to
      be
      determined pursuant to this Indenture; provided, however,
      that if such
      Disqualified Stock could not be required to be redeemed, repaid or repurchased
      at the time of such determination, the redemption, repayment or repurchase
      price
      will be the book value of such Disqualified Stock as reflected in the most
      recent financial statements of such Person.

     

    “Equity
      Offering” means a
      primary public or private offering of Capital Stock (other than Disqualified
      Stock) of the Company or the Parent ((to the extent the net proceeds thereof
      are
      contributed to the equity capital of the Company (other than in the form of
      Disqualified Stock) or are used to purchase Capital Stock (other than
      Disqualified Stock) of the Company)) other than offerings with respect to the
      Company’s or Parent’s Capital Stock or options, warrants or rights registered on
      Form S-4 or S-8.

     

    “Exchange
      Act” means the U.S.
      Securities Exchange Act of 1934, as amended.

     

    “Existing
      Canadian Subsidiary”
means Mobile Satellite Ventures Corp., a Nova Scotia unlimited liability
      company, and its successors.

     

    “FCC”
means
      the Federal
      Communications Commission or any successor agency thereto.

     

    “FCC
      License Subsidiary” means
      Mobile Satellite Ventures Subsidiary LLC, a wholly owned Subsidiary of the
      Company that owns all of the Company’s FCC Licenses in the United
      States.

     

    “FCC
      Licenses” means
      broadcasting and other licenses, authorizations, waivers and permits which
      are
      issued from time to time by the FCC.

     

    “14%
      Senior Secured Notes”
      means the 14% Senior Secured Discount Notes due 2013 issued by the Issuers
      and
      the Guarantors thereof.

     

    “Full
      In-Orbit Insurance”
means insurance coverage of satellites following the period of time
      that is
      customarily covered by launch insurance and provides coverage against partial
      losses, constructive total losses and complete losses.

     

    “GAAP”
means
      generally
      accepted accounting principles in the United States of America as in effect
      as
      of the Original Issue Date, including those set forth in:

     

    (1)           the
      opinions and pronouncements of the Accounting Principles Board of the American
      Institute of Certified Public Accountants;

     

    (2)           statements
      and pronouncements of the Financial Accounting Standards Board;

     

    (3)           such
      other statements by such other entity as approved by a significant segment
      of
      the accounting profession; and

     

    (4)           the
      rules and regulations of the SEC governing the inclusion of financial statements
      (including pro forma financial statements) in periodic reports required to
      be
      filed pursuant 

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

    to
      Section 13 of the Exchange Act, including opinions and pronouncements in staff
      accounting bulletins and similar written statements from the accounting staff
      of
      the SEC.

     

    “General
      Partner” means Mobile
      Satellite Ventures GP Inc. and its successors.

     

    “Global
      Note Legend” means the
      legend set forth in Section 2.06(g)(ii), which is required to be placed on
      all
      Global Notes issued under this Indenture.

     

    “Global
      Notes” means,
      individually and collectively, each of the Restricted Global Notes and the
      Unrestricted Global Notes, substantially in the form of Exhibits A2 through
      A4
      hereto, issued in accordance with Section 2.01, 2.06(b)(vi) or 2.06(d)(iii)
      hereof.

     

    “Governmental
      Authority” means
      any Federal, state, provincial, local, foreign or other governmental,
      quasi-governmental or administrative (including self-regulatory) body,
      instrumentality, department, agency, authority, board, bureau, commission,
      office of any nature whatsoever or other subdivision thereof, or any court,
      tribunal, administrative hearing body, arbitration panel or other similar
      dispute-resolving body, whether now or hereafter in existence, or any officer
      or
      official thereof, having jurisdiction over either of the Issuers.

     

    “Guarantee”
means
      any
      obligation, contingent or otherwise, of any Person directly or indirectly
      guaranteeing any Indebtedness of any Person and any obligation, direct or
      indirect, contingent or otherwise, of such Person:

     

    (1)           to
      purchase or pay (or advance or supply funds for the purchase or payment of)
      such
      Indebtedness of such Person (whether arising by virtue of partnership
      arrangements, or by agreements to keep-well, to purchase assets, goods,
      securities or services, to take-or-pay or to maintain financial statement
      conditions or otherwise); or

     

    (2)           entered
      into for the purpose of assuring in any other manner the obligee of such
      Indebtedness of the payment thereof or to protect such obligee against loss
      in
      respect thereof (in whole or in part);

     

    provided,
however,
      that the term
“Guarantee” shall not include endorsements for collection or deposit in the
      ordinary course of business.  The term “Guarantee” used as a verb has
      a corresponding meaning.

     

    “Guarantor”
means
      each
      Subsidiary of the Company and the Canadian Joint Ventures that guarantee the
      Notes under Article 10.

     

    “Hedging
      Obligations” of any
      Person means the obligations of such Person under:

     

    (1)           currency
      exchange or interest rate swap agreements, currency exchange or interest rate
      cap agreements or currency exchange or interest rate collar agreements;
      or

     

    (2)           other
      agreements or arrangements designed to protect such Person against fluctuations
      in currency exchange or interest rate prices.

     

    “holder”
or
“Noteholder”
means
      the Person
      in whose name a Note is registered on the register kept by the Registrar
      pursuant to Section 2.03 hereof.

     

    “Immaterial
      Subsidiary” means
      any Subsidiary of the Company that owns less than 1.0% of the Consolidated
      Total
      Assets and generates less than 1.0% of the Consolidated Revenues for the latest
      

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    four
      quarters then ended for which financial statements are available and which
      does
      not guarantee and is not an obligor under any other Indebtedness of the Company
      and the Restricted Entities.

     

     

    “Incur”
means
      issue, assume,
      Guarantee, incur or otherwise become liable for; provided, however,
      that any
      Indebtedness of a Person existing at the time such Person becomes a Restricted
      Entity (whether by merger, consolidation, acquisition or otherwise) shall be
      deemed to be Incurred by such Person at the time it becomes a Restricted
      Entity.  The term “Incurrence” when used as a noun shall have a
      correlative meaning.  Solely for purposes of determining compliance
      with Section 4.06:

     

    (1)           except
      in respect of Indebtedness Incurred under Section 4.06(b)(1) (under which any
      amortization of debt discount or accretion of principal will be deemed an
      Incurrence), amortization of debt discount or the accretion of principal with
      respect to a non-interest bearing or other discount security;

     

    (2)           the
      payment of regularly scheduled interest in the form of additional Indebtedness
      of the same instrument (such as PIK Interest) or the payment of regularly
      scheduled dividends on Capital Stock in the form of additional Capital Stock
      of
      the same class and with the same terms; and

     

    (3)           the
      obligation to pay a premium in respect of Indebtedness arising in connection
      with the issuance of a notice of redemption or making of a mandatory offer
      to
      purchase such Indebtedness

     

    will
      not be deemed to be the Incurrence of Indebtedness.

     

    “Indebtedness”
means,
      with
      respect to any Person on any date of determination (without
      duplication):

     

    (1)           the
      principal in respect of (A) indebtedness of such Person for money borrowed
      and
      (B)indebtedness evidenced by notes, debentures, bonds or other similar
      instruments for the payment of which such Person is responsible or liable,
      including, in each case, any premium on such indebtedness to the extent such
      premium has become due and payable;

     

    (2)           all
      Capital Lease Obligations of such Person and all Attributable Debt in respect
      of
      Sale/ Leaseback Transactions entered into by such Person;

     

    (3)           all
      obligations of such Person issued or assumed as the deferred purchase price
      of
      property, all conditional sale obligations of such Person and all obligations
      of
      such Person under any title retention agreement (but excluding any accounts
      payable or other liability to trade creditors arising in the ordinary course
      of
      business), in each case only if and to the extent due more than 12 months after
      the delivery of property;

     

    (4)           the
      principal component of all obligations of such Person for the reimbursement
      of
      any obligor on any letter of credit, bankers’ acceptance or similar credit
      transaction (other than obligations with respect to letters of credit securing
      obligations (other than obligations described in clauses (1) through (3) above)
      entered into in the ordinary course of business of such Person to the extent
      such letters of credit are not drawn upon or, if and to the extent drawn upon,
      such drawing is reimbursed no later than the tenth Business Day following
      payment on the letter of credit);

     

     

    
      
        
        

      

      
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    (5)           the
      principal component of the amount of all obligations of such Person with respect
      to the redemption, repayment or other repurchase of any Disqualified Stock
      of
      such Person or, with respect to any Preferred Stock of any Restricted Entity
      of
      such Person, the principal amount of such Preferred Stock to be determined
      in
      accordance with this Indenture (but excluding, in each case, any accrued
      dividends);

     

    (6)           all
      obligations of the type referred to in clauses (1) through (5) of other Persons
      and all dividends of other Persons for the payment of which, in either case,
      such Person is responsible or liable, directly or indirectly, as obligor,
      guarantor or otherwise, including by means of any Guarantee;

     

    (7)           all
      obligations of the type referred to in clauses (1) through (6) of other Persons
      secured by any Lien on any property or asset of such Person (whether or not
      such
      obligation is assumed by such Person), the amount of such obligation being
      deemed to be the lesser of the fair market value of such property or assets
      and
      the amount of the obligation so secured; and

     

    (8)           to
      the extent not otherwise included in this definition, Hedging Obligations of
      such Person.

     

    Notwithstanding
      the foregoing, in connection with the purchase by the Company or any Restricted
      Entity of any business, the term “Indebtedness” will exclude post-closing
      payment adjustments to which the seller may become entitled to the extent such
      payment is determined by a final closing balance sheet or such payment depends
      on the performance of such business after the closing; provided, however,
      that, at the time of
      closing, the amount of any such payment is not determinable and, to the extent
      such payment thereafter becomes fixed and determined, the amount is paid within
      30 days thereafter.

     

    The
      amount of Indebtedness of any Person at any date shall be the outstanding
      balance at such date of all obligations as described above; provided, however,
      that in the case of
      Indebtedness sold at a discount, the amount of such Indebtedness at any time
      will be the accreted value thereof at such time.

     

    “Indenture”
means
      this
      Indenture, as defined in the first paragraph hereof, as may be amended from
      time
      to time in accordance with the terms hereof.

     

    “Indirect
      Participant” means a
      Person who holds a beneficial interest in a Global Note through a
      Participant.

     

    “Industry
      Canada” means the
      Canadian Federal Minister of Industry and his or her designees, including the
      Department of Industry and its successors.”

     

    “Industry
      Canada Licenses”
means all licenses, approvals in principle, permits or authorizations
      issued by
      Industry Canada to the Canadian Joint Ventures or the Existing Canadian
      Subsidiary for purposes of carrying on their respective businesses in
      Canada.

     

    “Institutional
      Accredited
      Investor” means an institution that is an “accredited investor” as
      defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (or an
      entity in which all of the equity owners are the foregoing) and that is not
      also
      a QIB.

     

    “Interest
      Payment Date” means
      the Stated Maturity of an installment of interest on the Notes.

     

     

    
      
        
        

      

      
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    “Investment”
by
      any Person in
      any other Person means any direct or indirect advance, loan (other than advances
      to customers in the ordinary course of business that are recorded as accounts
      receivable on the balance sheet of the lender) or other extensions of credit
      (including by way of Guarantee or similar arrangement) or capital contribution
      to (by means of any transfer of cash or other property to others or any payment
      for property or services for the account or use of others), or any purchase
      or
      acquisition of Capital Stock, Indebtedness or other similar instruments issued
      by such Person.  If the Company or any Restricted Entity issues, sells
      or otherwise disposes of any Capital Stock of a Person that is a Restricted
      Entity such that, after giving effect thereto, such Person is no longer a
      Restricted Entity, any Investment by the Company or any Restricted Entity in
      such Person remaining after giving effect thereto will be deemed to be a new
      Investment at such time.  Except as otherwise provided for herein, the
      amount of an Investment shall be its fair market value at the time the
      Investment is made and without giving effect to subsequent changes in value;
      provided that none of
      the following will be deemed to be an Investment:

     

    (1)           Hedging
      Obligations entered into in the ordinary course of business and in compliance
      with this Indenture; and

     

    (2)           endorsements
      of negotiable instruments and documents in the ordinary course of business;
      and

     

    (3)           any
      transaction to the extent that the consideration provided by the Company or
      a
      Restricted Entity consists of Capital Stock of the Company or the Parent (other
      than Disqualified Stock).

     

    For
      purposes of the definition of “Unrestricted Entity”, Section 4.08 and the
      definition of “Restricted Payment”, “Investment” shall include:

     

    (1)           the
      portion (proportionate to the Company’s equity interest in such Subsidiary) of
      the fair market value of the net assets of any Subsidiary of the Company at
      the
      time that such Subsidiary is designated an Unrestricted Entity; provided, however,
      that upon a
      redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall
      be deemed to continue to have a permanent “Investment” in an Unrestricted Entity
      equal to an amount (if positive) equal to (A) the Company’s “Investment” in such
      Subsidiary at the time of such redesignation less (B) the portion (proportionate
      to the Company’s equity interest in such Subsidiary) of the fair market value of
      the net assets of such Subsidiary at the time of such redesignation;
      and

     

    (2)           any
      property transferred to or from an Unrestricted Entity shall be valued at its
      fair market value at the time of such transfer, in each case as determined
      in
      good faith by the Board of Directors.

     

    “Issue
      Date” means the first
      date that the Notes are issued pursuant to this Indenture.

     

    “L-Band
      Spectrum” means
      capacity or other right to use, for a satellite and/or ATC network, using the
      frequency band residing at 1626.5-1660.5 MHz (Earth to space), 1668-1675 MHz
      (Earth to space) and 1518-1559 MHz (space to Earth) as allocated for mobile
      satellite services by the International Telecommunications Union.

     

    “Legal
      Holiday” means a
      Saturday, a Sunday or a day on which banking institutions are not required
      to be
      open in the State of New York.

     

     

    
      
        
        

      

      
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    “Lien”
means
      any mortgage,
      pledge, security interest, encumbrance, lien or charge of any kind (including
      any conditional sale or other title retention agreement or lease in the nature
      thereof).

     

    “Maturity
      Date” means July 1,
      2013.

     

    “MCSA”
means
      the Master
      Contribution and Support Agreement dated •, 2008 among Harbinger Capital
      Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situation
      Fund,
      L.P., Harbinger Co-Investment Fund I, L.P., SkyTerra Communications, Inc. the
      Company and the FCC License Subsidiary.

     

    “Moody’s”
means
      Moody’s
      Investors Service, Inc. and any successor to its rating agency
      business.

     

    “Net
      Available Cash” from an
      Asset Disposition means cash payments received by the Company or a Restricted
      Entity therefrom (including any cash payments received by way of deferred
      payment of principal pursuant to a note or installment receivable or otherwise
      and proceeds from the sale or other disposition of any securities received
      as
      consideration, but only as and when received, but excluding any other
      consideration received in the form of assumption by the acquiring Person of
      Indebtedness or other obligations relating to such properties or assets or
      received in any other non-cash form), in each case net of:

     

    (1)           all
      legal, title, accounting, broker and recording tax expenses, commissions and
      other fees and expenses Incurred, and all Federal, state, provincial, foreign
      and local taxes required to be accrued as a liability under GAAP, as a
      consequence of such Asset Disposition;

     

    (2)           all
      payments made on any Indebtedness which is secured by any assets subject to
      such
      Asset Disposition pursuant to a Lien that is permitted by this Indenture prior
      to any Lien on such assets securing the Notes, in accordance with the terms
      of
      any Lien upon or other security agreement of any kind with respect to such
      assets;

     

    (3)           all
      distributions and other payments required to be made to minority interest
      holders in Restricted Subsidiaries as a result of such Asset
      Disposition;

     

    (4)           the
      deduction of appropriate amounts provided by the seller as a reserve, in
      accordance with GAAP, against any liabilities associated with the property
      or
      other assets disposed in such Asset Disposition and retained by the Company
      or
      any Restricted Entity after such Asset Disposition; and

     

    (5)           any
      portion of the purchase price from an Asset Disposition placed in escrow,
      whether as a reserve for adjustment of the purchase price, for satisfaction
      of
      indemnities in respect of such Asset Disposition or otherwise in connection
      with
      that Asset Disposition; provided, however,
      that upon the
      termination of that escrow, Net Available Cash will be increased by any portion
      of funds in the escrow that are released to the Company or any Restricted
      Entity.

     

    “Net
      Available Reimbursement
      Proceeds”, means the cash proceeds of any rights offering of any parent
      of the Issuers required pursuant to Article XIX of the MCSA, net of attorneys’
fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or
      commissions and brokerage, consultant and other fees actually incurred or
      payable in connection with such offering.

     

    “Net
      Cash Proceeds”, with
      respect to any issuance or sale of Capital Stock or Indebtedness, means the
      cash
      proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees,
      under-

     

     

    
      
        
        

      

      
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    writers’
      or placement agents’ fees, discounts or commissions and brokerage, consultant
      and other fees actually incurred in connection with such issuance or sale and
      net of taxes paid or payable as a result thereof.

     

    “Non-U.S.
      Person” means a
      Person who is not a U.S. Person as defined in Regulation S.

     

    “Notes”
has
      the meaning given
      such term in the second introductory paragraph hereto.

     

    “Obligations”
means,
      with
      respect to any Indebtedness, all obligations for principal, premium, interest,
      penalties, fees, indemnifications, reimbursements and other amounts payable
      pursuant to the documentation governing such Indebtedness.

     

    “Officer”
means
      the Chairman
      of the Board, the President, any Vice President, the Treasurer or the Secretary
      of the Company (or if the Company is a limited partnership, of the general
      partner).

     

    “Officer’s
      Certificate” means
      a certificate signed by any Officer and delivered to the Trustee.

     

    “Old
      Indentures” means the
      Indentures, dated as of March 30, 2006 and January 7, 2008, by and among the
      Issuers, the Guarantors and the Trustee, as the same may be modified,
      supplemented, amended, refinanced, renewed or replaced.

     

    “Old
      Notes” means the 14%
      Senior Secured Notes and the 16.5% Senior Unsecured Notes due 2013 issued by
      the
      Issuers and the Guarantees thereof and any “Additional Notes” as defined in and
      issued pursuant to Article 2 of the 14% Senior Secured Notes and in compliance
      with Sections 4.06 and 4.09 of such Indenture after the March 30, 2006 issue
      date.  The 16.5% Senior Unsecured Notes due 2013 will continue to
      constitute Old Notes following any amendment that subordinates such Notes to
      other Indebtedness of the Issuer, including, the 14% Senior Secured
      Notes.

     

    “Opinion
      of Counsel” means a
      written opinion from legal counsel who is acceptable to the Trustee. The counsel
      may be an employee of or counsel to the Company.

     

    “Original
      Issue Date” means
      March 30, 2006.

     

    “Parent”
means
      SkyTerra
      Communications, Inc., or any other direct or indirect parent company of the
      Company.

     

    “Pari
      Passu Indebtedness”
means the Old Notes and any other Indebtedness of the Company or a Guarantor
      that is paripassu
      in right of payment
      (and not expressly subordinated) to the Notes or, in the case of a Guarantor,
      that is paripassu
      in right of payment
      (and not expressly subordinated) to its Guarantee.

     

    “Participant”
means,
      with
      respect to the Depository, a Person who has an account with the
      Depository.

     

    “Payment-in-Kind
      Notes” means
      additional Notes issued under this Indenture on the same terms and conditions
      as
      the Notes issued on the Issue Date in connection with PIK
      Interest.  For purposes of this Indenture, all references to “Notes”
shall include any related Payment-in-Kind Notes.

     

    “Permitted
      Holder Change of
      Control” means, with respect to a Permitted Holder, the occurrence of a
      Change of Control of such Permitted Holder (with references in the definition
      of
      Change 

     

     

    
      
        
        

      

      
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    of
      Control (and other defined terms referenced therein) to the General Partner
      or
      the Company being deemed to be references to such Permitted
      Holder).

     

    “Permitted
      Holders” means each
      of (i) Harbert Management Corporation, Harbinger Capital Partners Master Fund
      I,
      Ltd., Harbinger Capital Partners Special Situation Fund, L.P. and their
      Affiliates, (ii) SkyTerra Communications, Inc. so long as a Permitted Holder
      Change of Control with respect to SkyTerra Communications, Inc. shall not have
      occurred; and (iii) any group (as such term is used in Section 13(d) and 14(d)
      of the Exchange Act) if the owner of a majority of the shares of Voting Stock
      of
      the General Partner beneficially owned by such group consist of one or more
      persons identified in the foregoing clauses.

     

    “Permitted
      Investment” means
      an Investment by the Company or any Restricted Entity in:

     

    (1)           the
      Company, a Guarantor or a Person that will, upon the making of such Investment,
      become a Guarantor; provided, however,
      that the primary
      business of such Guarantor is a Related Business;

     

    (2)           another
      Person if, as a result of such Investment, such other Person is merged or
      consolidated with or into, or transfers or conveys all or substantially all
      its
      assets to, the Company or a Guarantor; provided, however,
      that such Person’s
      primary business is a Related Business;

     

    (3)           a
      Restricted Entity that is not organized in the United States of America or
      any
      State thereof or the District of Columbia in an amount outstanding not to exceed
      $15 million since the Issue Date;

     

    (4)           cash
      and Temporary Cash Investments;

     

    (5)           receivables
      owing to the Company or any Restricted Entity if created or acquired in the
      ordinary course of business and payable or dischargeable in accordance with
      customary trade terms; provided, however,
      that such trade
      terms may include such concessionary trade terms as the Company or any such
      Restricted Entity deems reasonable under the circumstances;

     

    (6)           payroll,
      travel and similar advances to cover matters that are expected at the time
      of
      such advances ultimately to be treated as expenses for accounting purposes
      and
      that are made in the ordinary course of business;

     

    (7)           loans
      or advances to employees made in the ordinary course of business consistent
      with
      past practices of the Company or such Restricted Entity not to exceed $2.5
      million at any time outstanding;

     

    (8)           stock,
      obligations or securities received in settlement of debts created in the
      ordinary course of business and owing to the Company or any Restricted Entity
      or
      in satisfaction of judgments or pursuant to any plan of reorganization or
      similar arrangement upon the bankruptcy or insolvency of a debtor or foreclosure
      of a Lien;

     

    (9)           any
      Person to the extent such Investment represents the non-cash portion of the
      consideration received for (A) an Asset Disposition as permitted pursuant to
      Section 4.10 or (B) a disposition of assets not constituting an Asset
      Disposition;

     

     

    
      
        
        

      

      
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    (10)           any
      Person where such Investment was acquired by the Company or any of its
      Restricted Subsidiaries (A) in exchange for any other Investment or accounts
      receivable held by the Company or any such Restricted Entity in connection
      with
      or as a result of a bankruptcy, workout, reorganization or recapitalization
      of
      the issuer of such other Investment or accounts receivable or (B) as a result
      of
      a foreclosure by the Company or any of its Restricted Subsidiaries with respect
      to any secured Investment or other transfer of title with respect to any secured
      Investment in default;

     

    (11)           any
      Person to the extent such Investments consist of prepaid expenses, negotiable
      instruments held for collection and lease, utility and workers’ compensation,
      performance and other similar deposits made in the ordinary course of business
      by the Company or any Restricted Entity;

     

    (12)           any
      Person to the extent such Investments consist of Hedging Obligations otherwise
      permitted under Section 4.06;

     

    (13)           any
      Person to the extent such Investment exists on the Issue Date, and any
      extension, modification or renewal of any such Investments existing on the
      Issue
      Date, but only to the extent not involving additional advances, contributions
      or
      other Investments of cash or other assets or other increases thereof (other
      than
      as a result of the accrual or accretion of interest or original issue discount
      or the issuance of pay-in-kind securities, in each case, pursuant to the terms
      of such Investment as in effect on the Issue Date);

     

    (14)           any
      Person having an aggregate fair market value (measured on the date each such
      Investment was made and without giving effect to subsequent changes in value),
      when taken together with all other Investments made pursuant to this clause
      (14)
      that are still outstanding, do not exceed $10.0 million in any calendar year
      and
      $60.0 million in the aggregate since the Issue Date;

     

    (15)           Investments
      in Persons for the purpose of using or selling satellite capacity in Mexico
      or
      Latin America that is not being used by the Company or its Restricted
      Subsidiaries, which Investments are in the form of transfers to such Persons
      of
      such unutilized satellite capacity for fair market value not to exceed $25.0
      million at any time outstanding under this clause; and

     

    (16)           Investments
      consisting of nonexclusive licensing of intellectual property pursuant to joint
      marketing arrangements with other Persons, for which license or contribution
      the
      Company and the Restricted Entities receives fair market value.

     

    “Permitted
      Liens” means, with
      respect to any Person:

     

    (1)           pledges
      or deposits by such Person under worker’s compensation laws, unemployment
      insurance laws or similar legislation, or good faith deposits in connection
      with
      bids, tenders, contracts (other than for the payment of Indebtedness) or leases
      to which such Person is a party, or deposits to secure public or statutory
      obligations of such Person or deposits of cash or United States government
      bonds
      to secure surety or appeal bonds to which such Person is a party, or deposits
      as
      security for contested taxes or import duties or for the payment of rent, in
      each case Incurred in the ordinary course of business;

     

    (2)           Liens
      imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each
      case for sums not yet due or being contested in good faith by appropriate
      proceedings and 

     

    
      
        
        

      

      
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    as
      to which the Company or any of its Restricted Subsidiaries shall have set aside
      on its books such reserves as may be required pursuant to GAAP so long as any
      forfeiture (foreclosure) of collateral proceedings are stayed, Liens arising
      solely by virtue of any statutory or common law provision relating to banker’s
      Liens, rights of set-off or similar rights and remedies as to deposit accounts
      or other funds maintained with a creditor depository institution; provided, however,
      that (A) such
      deposit account is not a dedicated cash collateral account and is not subject
      to
      restrictions against access by the Company in excess of those set forth by
      regulations promulgated by the Federal Reserve Board and (B) such deposit
      account is not intended by the Company or any Restricted Entity to provide
      collateral to the depository institution;

     

    (3)           judgment
      Liens not giving rise to an Event of Default so long as such Lien is adequately
      bonded and any appropriate legal proceedings which may have been duly initiated
      for the review of such judgment shall not have been previously terminated or
      the
      period within which such proceeding may be initiated shall not have
      expired;

     

    (4)           Liens
      for taxes, assessments or other governmental charges not yet subject to
      penalties for non-payment or which are being contested in good faith by
      appropriate proceedings and as to which the Company or any of its Restricted
      Subsidiaries shall have set aside on its books such reserves as may be required
      pursuant to GAAP so long as any forfeiture (foreclosure) of collateral
      proceedings are stayed;

     

    (5)           Liens
      in favor of issuers of surety bonds or letters of credit issued pursuant to
      the
      request of and for the account of such Person in the ordinary course of its
      business; provided,
however,
      that such
      letters of credit do not constitute Indebtedness;

     

    (6)           minor
      survey exceptions, minor encumbrances, easements or reservations of, or rights
      of others for, licenses, rights-of-way, sewers, electric lines, telegraph and
      telephone lines and other similar purposes or zoning or other restrictions
      as to
      the use of real property or Liens incidental to the conduct of the business
      of
      such Person or to the ownership of its properties which were not Incurred in
      connection with Indebtedness and which do not in the aggregate materially
      adversely affect the value or marketability of said properties or materially
      impair their use in the operation of the business of such Person at the real
      property affected thereby;

     

    (7)           Liens
      securing Indebtedness permitted by Section 4.06(b)(13) incurred to finance
      the
      construction, purchase or lease of, or repairs, improvements or additions to,
      property, plant or equipment of such Person; provided, however,
      that the Lien may
      not extend to any other property owned by such Person or any of their Restricted
      Subsidiaries at the time the Lien is Incurred (other than assets and property
      affixed or appurtenant thereto), and the Indebtedness (other than any interest
      thereon) secured by the Lien may not be Incurred more than 180 days after the
      later of the acquisition, completion of construction, repair, improvement,
      addition or commencement of full operation of the property subject to the
      Lien;

     

    (8)           Liens
      on L-Band Spectrum in North America leased under Capital Lease Obligations
      or
      purchased with Purchase Money Indebtedness permitted to be incurred under
      Section 4.06(b)(12) and securing only such Indebtedness;

     

    (9)           Liens
      existing on the Original Issue Date or incurred after the Original Issue Date
      and prior to the Issue Date in compliance with the terms of the Old
      Indentures;

     

    (10)           Liens
      on property or shares of Capital Stock of another Person at the time such other
      Person becomes a Restricted Entity; provided, however,
      that the Liens may
      not extend to 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    any
      other property owned by such Person or any of its Restricted Subsidiaries (other
      than assets and property affixed or appurtenant thereto);

     

    (11)           Liens
      on property at the time such Person or any of its Restricted Subsidiaries
      acquires the property, including any acquisition by means of a merger or
      consolidation with or into such Person or a Subsidiary of such Person; provided, however,
      that the Liens may
      not extend to any other property owned by such Person or any of its Restricted
      Subsidiaries (other than assets and property affixed or appurtenant
      thereto);

     

    (12)           Liens
      securing Hedging Obligations so long as such Hedging Obligations are permitted
      to be Incurred under this Indenture;

     

    (13)           leases,
      licenses, subleases and sublicenses of assets (including, without limitation,
      real property and intellectual property rights) which do not materially
      interfere with the ordinary conduct of the business of the Company or any of
      its
      Restricted Subsidiaries;

     

    (14)           Liens
      securing Indebtedness permitted to be Incurred under Section 4.06(b)(1),
      including Guarantees thereof;

     

    (15)           Liens
      securing obligations in respect of the Old Notes;

     

    (16)           Liens
      arising from Uniform Commercial Code financing statement filings regarding
      operating leases entered into by the Company and its Restricted Subsidiaries
      in
      the ordinary course of business;

     

    (17)           Liens
      on any ownership interest of the Company or any Restricted Entity in satellites
      and related assets that are being produced by Boeing to secure amounts owing
      to
      Boeing (including under Section 4.06(b)(18)) and that do not restrict the
      granting of a Lien on such satellite and related assets to secure the Notes
      and
      the Guarantees; provided that upon the risk of loss with respect to a satellite
      and related assets passing to the Company, if the Company is current in its
      payment of all construction deferrals and other payments payable with respect
      to
      the satellite being released at such time, the Lien on such satellite and
      related work shall be automatically released; and

     

    (18)           Liens
      to secure any Refinancing (or successive Refinancings) as a whole, or in part,
      of any Indebtedness secured by any Lien referred to in the foregoing clause
      (7),
      (9), (10), (11) or (15); provided, however,
      that:

     

    (A)           such
      new Lien shall be limited to all or part of the same property and assets that
      secured or, under the written agreements pursuant to which the original Lien
      arose, could secure the original Lien (plus improvements and accessions to,
      such
      property or proceeds or distributions thereof); and

     

    (B)           the
      Indebtedness secured by such Lien at such time is not increased to any amount
      greater than the sum of (i) the outstanding principal amount or, if greater,
      committed amount of the Indebtedness described under clause (7), (9), (10),
      (11)
      or (15) at the time the original Lien became a Permitted Lien and (ii) an amount
      necessary to pay any fees and expenses, including premiums, related to such
      refinancing, refunding, extension, renewal or replacement.

     

    
      
        
        

      

      
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    Notwithstanding
      the foregoing, “Permitted Liens” will not include any Lien described in clause
      (7), (10) or (11) above to the extent such Lien applies to any Additional Assets
      acquired directly or indirectly with Net Available Cash pursuant to Section
      4.10.  For purposes of this definition, the term “Indebtedness” shall
      be deemed to include interest on such Indebtedness.

     

    Notwithstanding
      the foregoing, with respect to any property subject to any mortgages, “Permitted
      Liens” will not include the Liens described in clause (1) above.

     

    “Permitted
      Tax Distributions”
means dividends or distributions permitted by Section 4.08(b)(11).

     

    “Person”
means
      any individual,
      corporation, partnership, limited liability company, joint venture, association,
      joint-stock company, trust, unincorporated organization, government or any
      agency or political subdivision thereof or any other entity.

     

    “PIK
      Interest” means interest
      paid with respect to the Notes in the form of Payment-in-Kind
      Notes.

     

    “Preferred
      Stock”, as applied
      to the Capital Stock of any Person, means Capital Stock of any class or classes
      (however designated) which is preferred as to the payment of dividends or
      distributions, or as to the distribution of assets upon any voluntary or
      involuntary liquidation or dissolution of such Person, over shares of Capital
      Stock of any other class of such Person.

     

    “Principal”
of
      a Note means
      the then outstanding principal amount of the Note plus the premium, if any,
      payable on the Note which is due or overdue or is to become due at the relevant
      time.

     

    “Public
      Offering” means any
      Equity Offering pursuant to an effective registration statement filed with
      the
      SEC.

     

    “Purchase
      Money Indebtedness”
means Indebtedness:

     

    (1)           consisting
      of the deferred purchase price of an asset, conditional sale obligations,
      obligations under any title retention agreement and other purchase money
      obligations, in each case where the maturity of such Indebtedness does not
      exceed the anticipated useful life of the asset being financed, and

     

    (2)           Incurred
      to finance the acquisition, lease or construction by the Company or a Restricted
      Entity of such asset, including additions and improvements;

     

    provided,
however,
      that such
      Indebtedness is Incurred within 180 days after the acquisition by the Company
      or
      such Restricted Entity of such asset.

     

    “QIB”
means
      a “qualified
      institutional buyer” as defined in Rule 144A.

     

     “Redemption
      Date” means any
      date on which Notes are to be redeemed pursuant to paragraph 5 of the Notes
      and
      the terms of this Indenture.

     

     “Refinance”
means,
      in respect
      of any Indebtedness, to refinance, extend, renew, refund, repay, prepay,
      purchase, redeem, defease or retire, or to issue other Indebtedness in exchange
      or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have
      correlative meanings.

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    “Refinancing
      Indebtedness”
means Indebtedness that Refinances any Indebtedness of the Company or
      any
      Restricted Entity existing on the Issue Date or Incurred in compliance with
      this
      Indenture, including Indebtedness that Refinances Refinancing Indebtedness;
      provided, however,
      that:

     

    (1)           such
      Refinancing Indebtedness has a Stated Maturity no earlier than the Stated
      Maturity of the Indebtedness being Refinanced or, if such Refinancing
      Indebtedness is a Subordinated Obligation, no earlier than 91 days after the
      Stated Maturity of the Notes;

     

    (2)           such
      Refinancing Indebtedness has an Average Life at the time such Refinancing
      Indebtedness is Incurred that is equal to or greater than the Average Life
      of
      the Indebtedness being Refinanced or, if such Refinancing Indebtedness is a
      Subordinated Obligation, equal to or greater than the then remaining Average
      Life of the Notes;

     

    (3)           such
      Refinancing Indebtedness has an aggregate principal amount (or if Incurred
      with
      original issue discount, an aggregate issue price, and including any additional
      Indebtedness actually issued in satisfaction of payment in kind interest (such
      as PIK Notes)), that is equal to or less than the aggregate principal amount
      (or
      if Incurred with original issue discount, the aggregate accreted value including
      and any additional Indebtedness actually issued in satisfaction of payment
      in
      kind interest (such as PIK Notes)) then outstanding (plus fees and expenses,
      including any premium and defeasance costs) under the Indebtedness being
      Refinanced; and

     

    (4)           if
      the Indebtedness being Refinanced is subordinated in right of payment to the
      Notes, such Refinancing Indebtedness (a) is subordinated in right of payment
      to
      the Notes at least to the same extent as the Indebtedness being Refinanced,
      (b)
      has a Stated Maturity that is at least 91 days after the later of (x) the Stated
      Maturity of the Notes and (y) the Stated Maturity of the Indebtedness being
      Refinanced and (c) has an Average Life at the time such Refinancing Indebtedness
      is Incurred that is greater than (x) the Average Life of the Notes and (y)
      the
      Average Life of the Indebtedness being Refinanced;

     

    providedfurther,
however,
      that Refinancing
      Indebtedness shall not include (A) Indebtedness of a Subsidiary that Refinances
      Indebtedness of the Company or (B) Indebtedness of the Company or a Restricted
      Entity that Refinances Indebtedness of an Unrestricted Entity.

     

    “Regulation
      S” means
      Regulation S promulgated under the Securities Act.

     

    “Regulation
      S Global Note”
means the Global Note in the form of Exhibits A3 and A4 hereto representing
      the
      Notes offered and sold outside the United States in reliance on Regulation
      S.

     

    "Reimbursement
      Event" has the
      meaning set forth in the MCSA.

     

    “Related
      Business” means any
      business in which the Issuers or any of the Restricted Subsidiaries was engaged
      on the Issue Date and the Company’s next generation business and any business
      related, ancillary or complementary to such business or which is a reasonable
      extension thereof or any business the assets of which, in the good faith
      determination of the Board of Directors, are useful or may be used in any such
      business.

     

    “Related
      Business Assets”
means assets used or useful in a Related Business (including acquisition
      of
      Capital Stock of another entity that will become a Restricted Entity that only
      owns assets that are used or useful in a Related Business).

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    “Responsible
      Officer,” when
      used with respect to the Trustee, means any officer assigned to the Corporate
      Trust Division — Corporate Finance Unit of the Trustee (or any successor unit or
      department of the Trustee) located at the Corporate Trust Office of the Trustee
      who has direct responsibility for the administration of this Indenture and,
      for
      the purposes of Section 7.01(c)(2) and the second sentence of Section 7.05,
      shall also include any officer of the Trustee to whom any matter is referred
      because of such officer’s knowledge of and familiarity with the particular
      subject.

     

    “Restricted
      Definitive Note”
means a Definitive Note bearing the Restricted Notes Legend.

     

    “Restricted
      Entity” means any
      Restricted Subsidiary and any of the Canadian Joint Ventures.

     

    “Restricted
      Global Note” means
      a Global Note bearing the Restricted Notes Legend.

     

    “Restricted
      Notes Legend”
means the legend set forth in Section 2.06(g)(i) to be placed on all
      Notes
      issued under this Indenture except where otherwise permitted by the provisions
      of this Indenture.

     

    “Restricted
      Payment” with
      respect to any Person means:

     

    (1)           the
      declaration or payment of any dividends or any other distributions of any sort
      in respect of its Capital Stock (including any payment in connection with any
      merger or consolidation involving such Person) or similar payment to the direct
      or indirect holders of its Capital Stock (other than (A) dividends or
      distributions payable solely in its Capital Stock (other than Disqualified
      Stock), (B) dividends or distributions payable solely to the Issuers or a
      Restricted Entity and (C) pro
      rata dividends or other distributions made by a Subsidiary or a Canadian
      Joint Venture that is not a Wholly Owned Subsidiary to minority stockholders
      (or
      owners of an equivalent interest in the case of a Subsidiary that is an entity
      other than a corporation));

     

    (2)           the
      purchase, repurchase, redemption, defeasance or other acquisition or retirement
      for value of any Capital Stock of the Company held by any Person (other than
      by
      a Restricted Entity) or of any Capital Stock of a Restricted Entity held by
      any
      Affiliate of the Company (other than by a Restricted Entity), including in
      connection with any merger or consolidation and including the exercise of any
      option to exchange any Capital Stock (other than into Capital Stock of the
      Company that is not Disqualified Stock);

     

    (3)           the
      purchase, repurchase, redemption, defeasance or other acquisition or retirement
      for value, prior to scheduled maturity, scheduled repayment or scheduled sinking
      fund payment of any Subordinated Obligations (other than (A) from the Company
      or
      a Guarantor or (B) the purchase, repurchase, redemption, defeasance or other
      acquisition or retirement of Subordinated Obligations purchased in anticipation
      of satisfying a sinking fund obligation, principal installment or final
      maturity, in each case due within one year of the date of such purchase,
      repurchase, redemption, defeasance or other acquisition or retirement);
      or

     

    (4)           the
      making of any Investment (other than a Permitted Investment) in any
      Person.

     

    “Restricted
      Period” means the
      40 consecutive days beginning on and including the later of (i) the
      commencement of the offering of the Notes to persons other than distributors
      (as
      defined in Regulation S) in reliance on Regulation S and (ii) the date of
      the original issuance of the Notes (which may include issuances after the Issue
      Date).

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    “Restricted
      Subsidiary” means
      any Subsidiary of the Company that is not an Unrestricted Entity.

     

    “Rule
      144” means Rule 144
      promulgated under the Securities Act.

     

    “Rule
      144A” means Rule 144A
      promulgated under the Securities Act.

     

    “Rule
      501” means Rule
      501(a)(1), (2), (3) or (7) promulgated under the Securities Act.

     

    “Rule
      903” means Rule 903
      promulgated under the Securities Act.

     

    “Rule
      904” means Rule 904
      promulgated under the Securities Act.

     

    “Sale/Leaseback
      Transaction”
means an arrangement relating to property owned by the Company or a
      Restricted
      Entity on the Issue Date or thereafter acquired by the Company or a Restricted
      Entity whereby the Company or a Restricted Entity transfers such property to
      a
      Person and the Company or a Restricted Entity leases it from such
      Person.

     

    “SEC”
means
      the U.S.
      Securities and Exchange Commission.

     

    “Securities
      Act” means the
      U.S. Securities Act of 1933, as amended.

     

    Securities
      Purchase
      Agreement” means the Securities Purchase Agreement dated •, 2008 by and
      between the Issuers and Harbinger Capital Partners Master Fund I, Ltd. and
      Harbinger Capital Partners Special Situation Fund, L.P.

     

    “Significant
      Subsidiary” means
      any Restricted Subsidiary that would be a “Significant Subsidiary” of the
      Issuers within the meaning of Rule 1-02 under Regulation S-X promulgated by
      the
      SEC.

     

    “Standard
&
Poor’s”
means
      Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any
      successor to its rating agency business.

     

    “Stated
      Maturity” means, with
      respect to any security or any installment of interest thereon, the date
      specified in such security as the fixed date on which the final payment of
      principal of such security, including pursuant to any mandatory redemption
      provision (but excluding any provision providing for the repurchase of such
      security at the option of the holder thereof upon the happening of any
      contingency unless such contingency has occurred) or such installment of
      interest is due and payable.

     

    “Subordinated
      Obligation”
means, with respect to the Company or a Guarantor, any Indebtedness
      of such
      Person (whether outstanding on the Issue Date or thereafter Incurred) which
      is
      subordinate or junior in right of payment to the Notes (or the Guarantee of
      such
      Guarantor, as applicable) pursuant to a written agreement to that
      effect.

     

    “Subsidiary”
means,
      with
      respect to any Person, any corporation, association, partnership or other
      business entity of which more than 50% of the total voting power of shares
      of
      Voting Stock is at the time owned or controlled, directly or indirectly,
      by:

     

    (1)           such
      Person;

     

    (2)           such
      Person and one or more Subsidiaries of such Person; or

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    (3)           one
      or more Subsidiaries of such Person.

     

    “Temporary
      Cash Investments”
means any of the following:

     

    (1)           any
      investment in direct obligations of the United States of America or any agency
      thereof or obligations guaranteed by the United States of America or any agency
      thereof;

     

    (2)           investments
      in demand and time deposit accounts, certificates of deposit and money market
      deposits maturing within 365 days of the date of acquisition thereof issued
      by a
      bank or trust company which is organized under the laws of the United States
      of
      America, any State thereof or any foreign country recognized by the United
      States of America, and which bank or trust company has capital, surplus and
      undivided profits aggregating in excess of $50.0 million (or the foreign
      currency equivalent thereof) and has outstanding debt which is rated “A” (or
      such similar equivalent rating) or higher by at least one nationally recognized
      statistical rating organization (as defined in Rule 436 under the Securities
      Act) or any money-market fund sponsored by a registered broker dealer or mutual
      fund distributor;

     

    (3)           repurchase
      obligations with a term of not more than 30 days for underlying securities
      of
      the types described in clause (1) above entered into with a bank meeting the
      qualifications described in clause (2) above;

     

    (4)           investments
      in commercial paper, maturing not more than 365 days after the date of
      acquisition, issued by a corporation (other than an Affiliate of the Issuers)
      organized and in existence under the laws of the United States of America or
      any
      foreign country recognized by the United States of America with a rating at
      the
      time as of which any investment therein is made of “P-2” (or higher) according
      to Moody’s or “A-2” (or higher) according to Standard & Poor’s;

     

    (5)           investments
      in securities with maturities of twelve months or less from the date of
      acquisition issued or fully guaranteed by any state, commonwealth or territory
      of the United States of America, or by any political subdivision or taxing
      authority thereof, and rated at least “A” by Standard & Poor’s or “A” by
      Moody’s; and

     

    (6)           investments
      in money market funds that, in the aggregate, have at least $1,000 million
      in
      assets.

     

    “Treasury
      Rate” means, as of
      any redemption date, the yield to maturity as of such redemption date of United
      States Treasury securities with a constant maturity (as compiled and published
      in the most recent Federal Reserve Statistical Release H.15(519) that has become
      publicly available at least two business days prior to the redemption date
      (or,
      if such Statistical Release is no longer published, any publicly available
      source of similar market data)) most nearly equal to the period from the
      redemption date to April 1, 2011; provided, however
      that if the period
      from the redemption date to April 1, 2011 is less than one year, the weekly
      average yield on actually traded United States Treasury securities adjusted
      to a
      constant maturity of one year will be used.

     

    “Trust
      Indenture Act” or “TIA” means the
      Trust
      Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue
      Date.

     

    “Trustee”
      means             ,
      as trustee, until a successor replaces it and, thereafter, means the
      successor.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    “Unrestricted
      Definitive Note”
means one or more Definitive Notes that do not bear and are not required
      to bear
      the Restricted Notes Legend.

     

    “Unrestricted
      Entity”
means:

     

    (1)           any
      Subsidiary of the Company (other than Finance Co.) that at the time of
      determination shall be designated an Unrestricted Entity by the Board of
      Directors in the manner provided below; and

     

    (2)           any
      Subsidiary of an Unrestricted Entity.

     

    The
      Board of Directors may designate any Subsidiary of the Company (including any
      newly acquired or newly formed Subsidiary) to be an Unrestricted Entity unless
      such Subsidiary or any of its Subsidiaries owns any Capital Stock or
      Indebtedness of, or holds any Lien on any property of, the Company or any other
      Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be
      so
      designated; provided,
however,
      that either
      (A) the Subsidiary to be so designated has total assets of $1,000 or less or
      (B)
      if such Subsidiary has assets greater than $1,000, such designation would be
      permitted under Section 4.08; providedfurther
      that neither the FCC
      License Subsidiary nor the Canadian Joint Ventures nor any other Subsidiary
      that
      holds or owns a similar telecommunications license nor Finance Co. may be
      designated an Unrestricted Entity.

     

    The
      Board of Directors may designate any Unrestricted Entity to be a Restricted
      Entity; provided, however,
      that immediately
      after giving effect to such designation the Consolidated Leverage Ratio is
      equal
      to or better than the Consolidated Leverage Ratio immediately prior to such
      transaction. Any such designation by the Board of Directors shall be evidenced
      to the Trustee by promptly filing with the Trustee a copy of the resolution
      of
      the Board of Directors giving effect to such designation and an Officer’s
      Certificate certifying that such designation complied with the foregoing
      provisions.

     

    “Unrestricted
      Global Note”
means a permanent Global Note substantially in the form of Exhibits
      A2 through
      A4 attached hereto that bears the Global Note Legend and that has the “Schedule
      of Exchanges of Interests in the Global Note” attached thereto, and that is
      deposited with or on behalf of and registered in the name of the Depository,
      representing a series of Notes that do not bear the Restricted Notes
      Legend.

     

    “U.S.
      Government Obligations”
means direct obligations (or certificates representing an ownership
      interest in
      such obligations) of the United States of America (including any agency or
      instrumentality thereof) for the payment of which the full faith and credit
      of
      the United States of America is pledged and which are not callable at the
      issuer’s option.

     

    “Voting
      Stock” of a Person
      means all classes of Capital Stock of such Person then outstanding and normally
      entitled (without regard to the occurrence of any contingency) to vote in the
      election of directors, managers or trustees thereof.

     

    “Wholly
      Owned Subsidiary”
means a Restricted Entity all the Capital Stock of which (other than
      directors’
qualifying shares) is owned by the Issuers or one or more other Wholly Owned
      Subsidiaries.

     

    
      	
              Section
                1.02  

            	
              Other
                Definitions.

            


    

     

    The
      definitions of the following terms may be found in the sections indicated as
      follows:

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	
              Term

            	
              Defined
                in
                Section

            
	
              “Affiliate
                Transaction”

            	
              4.11

            
	
              “Bankruptcy
                Law”

            	
              6.01

            
	
              “Change
                of Control
                Offer”

            	
              4.17

            
	
              “Covenant
                Defeasance”

            	
              9.03

            
	
              “Custodian”

            	
              6.01

            
	
              “Event
                of
                Default”

            	
              6.01

            
	
              “IAI
                Global
                Note”

            	
              2.01

            
	
              “Legal
                Defeasance”

            	
              9.02

            
	
              “Offer”

            	
              4.10(c)

            
	
              “Offer
                Amount”

            	
              4.10(c)

            
	
              “Offer
                Period”

            	
              4.10(c)

            
	
              “Paying
                Agent”

            	
              2.03

            
	
              “Purchase
                Date”

            	
              4.10(c)

            
	
              “Reimbursement
                Offer”

            	
              4.23(a)

            
	
              “Reimbursement
                Offer Amount”

            	
              4.23(a)

            
	
              “Reimbursement
                Offer Period”

            	
              4.23(a)

            
	
              “Reimbursement
                Offer Period

            	
              4.23(a)

            
	
              “Registrar”

            	
              2.03

            
	 
              	 
              


    

    
      	
              Section
                1.03  

            	
              Incorporation
                by
                Reference of Trust Indenture
                Act.

            


    

     

    Whenever
      this Indenture refers to a provision of the TIA, the portion of such provision
      referred to is incorporated by reference in and made a part of this Indenture
      as
      if and to the extent this Indenture were qualified under the TIA.  The
      following TIA terms used in this Indenture have the following
      meanings:

     

    “indenture
      securities” means
      the Notes.

     

    “indenture
      securityholder”
means a Noteholder.

     

    “indenture
      to be qualified”
means this Indenture (it being understood that this Indenture shall
      not be
      qualified under the TIA).

     

    “indenture
      trustee” or “institutional trustee” means
      the Trustee.

     

    “obligor
      on the indenture
      securities” means the Company, the Guarantors or any other obligor on the
      Notes.

     

    All
      other terms used in this Indenture that are defined by the TIA, defined in
      the
      TIA by reference to another statute or defined by SEC rule have the meanings
      therein assigned to them.

     

    
      	
              Section
                1.04  

            	
              Rules
                of
                Construction.

            


    

     

    Unless
      the context otherwise requires:

     

    (1) a
      term has the meaning assigned to it herein, whether defined expressly or by
      reference;

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    (2) an
      accounting term not otherwise defined has the meaning assigned to it in
      accordance with GAAP;

     

     

    (3) “or”
      is not exclusive;

     

     

    (4) words
      in the singular include the plural, and in the plural include the
      singular;

     

     

    (5) words
      used herein implying any gender shall apply to every gender;

     

     

    (6) the
      term “aggregate principal amount” or “principal amount” means in each case
“aggregate principal amount at maturity” or “principal amount at
      maturity”;

     

     

    (7) the
      words “herein,” “hereof,” and “hereunder” and other words of similar import
      refer to this Indenture as a whole and not to any particular Article, Section
      or
      other subdivision; and

     

     

    (8) references
      to sections herein are references to Sections of this Indenture, unless the
      context otherwise requires.

     

     

    ARTICLE
      II

     

    THE
      NOTES

     

    
      	
              Section
                2.01  

            	
              Form
                and
                Dating.

            


    

     

     

    (a) General. 
The
      Notes and
      the Trustee’s certificate of authentication shall be substantially in the form
      of Exhibits A1-A4 hereto.  The Notes will be offered and sold by the
      Issuers pursuant to the Securities Purchase Agreement.  The Securities
      Purchase Agreement contemplates the issuance of (i) $150 million aggregate
      principal amount of Notes on the Issue Date, (ii) $175 million aggregate
      principal amount of Notes on April 1, 2009, (iii) $75 million aggregate
      principal amount of Notes on July 1, 2009, and (iv) $100 million aggregate
      principal amount of Notes on January 4, 2010, or at such other times as more
      fully described in the Securities Purchase Agreement.  The Notes will
      initially be issued as Restricted Definitive Notes.  Upon request of
      any of the holders of the outstanding Restricted Definitive Notes and in
      accordance with the provisions set forth in Section 2.06(d), the Restricted
      Definitive Notes may be exchanged in whole for one or more Global Notes,
      registered in the name of the Depository or its nominee; provided, however, if any
      Notes are not "fungible," they will be represented by separate Global
      Notes.  Following the Issue Date, all such Notes may be transferred
      to, among others, QIBs, purchasers in reliance on Regulation S and, as set
      forth
      below, Institutional Accredited Investors.  The Notes may have
      notations, legends or endorsements required by law, stock exchange rule or
      usage.  Each Note shall be dated the date of its
      authentication.  The Notes shall be in denominations of $1,000 and
      integral multiples thereof, or, in the case of Payment-in-Kind Notes, such
      other denominations as may be required.

     

    The
      terms and provisions contained in the Notes shall constitute, and are hereby
      expressly made, a part of this Indenture and the Issuers and the Trustee, by
      their execution and delivery of this Indenture, expressly agree to such terms
      and provisions and to be bound thereby.  However, to the extent any
      provision of any Note conflicts with the express provisions of this Indenture,
      the provisions of this Indenture shall govern and be controlling.

     

    (b) Global
      Notes.  Any
      Notes subsequently issued in global form, without interest coupons, shall be
      substantially in the form of Exhibits A2-A4 attached hereto (including the
      Global Note Legend thereon and the “Schedule of Exchanges of Interests in the
      Global Note” attached thereto).

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (i) Following
      the Issue Date and the exchange of the Restricted Definitive Notes for Global
      Notes in the manner set forth herein, the Notes resold or otherwise transferred
      to QIBs in reliance on Rule 144A shall be issued in the form of one or more
      144A
      Global Notes, which shall be deposited with, or on behalf of, the Depository
      or
      will remain in the custody of the Trustee, as custodian, pursuant to an
      agreement between the Depository and the Trustee.

     

    (ii) Following
      the Issue Date and the exchange of the Restricted Definitive Notes for Global
      Notes in the manner set forth herein, the Notes resold or otherwise transferred
      in reliance on Regulation S shall be issued in the form of one or more
      Regulation S Global Notes, which shall be deposited with, or on behalf of,
      the
      Trustee as custodian for the Depository.

     

    (iii) Following
      the Issue Date and the exchange of the Restricted Definitive Notes for Global
      Notes in the manner set forth herein, Notes resold or otherwise transferred
      to
      Institutional Accredited Investors, may be exchanged for a separate note in
      registered form, without interest coupons (the “IAI Global Note”), which will
      be deposited with, or on behalf of, a custodian for the Depository, as described
      in (i) and (ii) above.

     

    (iv) Following
      the Issue Date and the exchange of the Restricted Definitive Notes for Global
      Notes in the manner set forth herein, Unrestricted Global Notes shall be issued
      in accordance with Sections 2.06(b)(vi), 2.06(d)(ii) and 2.06(d)(iii) and shall
      be deposited, duly executed by the Issuers and authenticated by the Trustee
      as
      hereinafter provided.

     

    (v) Notes
      issued in definitive form shall be substantially in the form of Exhibit A-1
      and
      A-4 attached hereto (without the Global Note Legend thereon and without the
      “Schedule of Exchanges of Interests in the Global Note” attached
      thereto).

     

    Each
      Global Note shall represent such of the outstanding Notes as shall be specified
      therein and each shall provide that it shall represent the aggregate principal
      amount of outstanding Notes from time to time endorsed thereon and that the
      aggregate principal amount of outstanding Notes represented thereby may from
      time to time be reduced or increased, as appropriate, to reflect exchanges
      and
      redemptions.  Any endorsement of a Global Note to reflect the amount
      of any increase or decrease in the aggregate principal amount of outstanding
      Notes represented thereby shall be made by the Trustee or the custodian, at
      the
      direction of the Trustee, in accordance with instructions given by the holder
      thereof as required by Section 2.06 hereof.

     

    
      	
              Section
                2.02  

            	
              Execution
                and
                Authentication.

            


    

     

    The
      Notes shall be executed on behalf of the Issuers by two Officers of each Issuer
      or an Officer and an Assistant Secretary of each Issuer.  Such
      signature may be either manual or facsimile.

     

    If
      an Officer whose signature is on a Note no longer holds that office at the
      time
      the Trustee authenticates the Note, the Note shall be valid
      nevertheless.

     

    A
      Note shall not be valid until the Trustee manually signs the certificate of
      authentication on the Note.  Such signature shall be conclusive
      evidence that the Note has been authenticated under this Indenture.

     

    The
      Trustee shall authenticate (i) Notes for original issue in an amount not to
      exceed $500,000,000 aggregate principal amount upon one or more Company Requests
      and pursuant to the dates and amounts set forth in the Securities Purchase
      Agreement and herein, and (ii) any Payment-in-Kind Notes as a result of PIK
      Interest for an aggregate principal amount specified in such Company Request
      

     

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    for
      such Payment-in-Kind Notes issued hereunder.  Each such Company
      Request shall specify the amount of Notes to be authenticated and the date
      on
      which the Notes are to be authenticated, whether the Notes are to be
      Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as
      applicable, are to be issued as Definitive Notes or Global Notes or such other
      information as the Trustee may reasonably request.

     

    The
      Trustee may appoint an authenticating agent to authenticate Notes.  An
      authenticating agent may authenticate Notes whenever the Trustee may do
      so.  Each reference in this Indenture to authentication by the Trustee
      includes authentication by such agent.  An authenticating agent has
      the same right as an Agent to deal with the Issuers or an
      Affiliate.

     

    The
      Trustee shall have the right to decline to authenticate and deliver any Notes
      under this Section if the Trustee, being advised by counsel, reasonably
      determines that such action may not lawfully be taken, if its own rights, duties
      or immunities under the Notes and this Indenture are affected in a manner that
      is not reasonably acceptable to the Trustee or if the Trustee in good faith
      shall determine that such action would expose the Trustee to personal liability
      to existing Noteholders.

     

    
      	
              Section
                2.03  

            	
              Registrar
                and Paying
                Agent.

            


    

     

    The
      Issuers shall maintain an office or agency where Notes may be presented for
      registration of transfer or for exchange (“Registrar”), an office or
      agency located in the Borough of Manhattan, The City of New York, State of
      New
      York where Notes may be presented for payment (“Paying Agent”) and an office
      or agency where notices and demands to or upon the Issuers in respect of the
      Notes and this Indenture may be served.  The Registrar shall keep a
      register of the Notes and of their transfer and exchange.  The Issuers
      may have one or more co-registrars and one or more additional paying
      agents.  Neither the Company nor any Affiliate of the Company may act
      as Paying Agent.  The Issuers may change any Paying Agent, Registrar
      or co-registrar without notice to any Noteholder.

     

    The
      Issuers shall enter into an appropriate agency agreement with any Registrar
      or
      Paying Agent not a party to this Indenture.  The agreement shall
      implement the provisions of this Indenture that relate to such
      Agent.  The Issuers shall notify the Trustee of the name and address
      of any such Agent.  If the Issuers fail to maintain a Registrar or
      Paying Agent, or agent for service of notices and demands, or fail to give
      the
      foregoing notice, the Trustee shall act as such.  The Issuers
      initially appoint the Trustee as Registrar, Paying Agent, and agent for service
      of notices and demands in connection with the Notes.

     

    
      	
              Section
                2.04  

            	
              Paying
                Agent to Hold
                Money in Trust.

            


    

     

    On
      or before each due date of the principal of and interest on any Notes, the
      Issuers shall deposit with the Paying Agent a sum sufficient to pay such
      principal and interest so becoming due.  The Issuers at any time may
      require a Paying Agent to pay all money held by it to the Trustee and the
      Trustee may at any time during the continuance of any Default, upon written
      request to a Paying Agent, require such Paying Agent to forthwith pay to the
      Trustee all sums so held in trust by such Paying Agent together with a complete
      accounting of such sums.  Upon doing so, the Paying Agent shall have
      no further liability for the money.

     

    
      	
              Section
                2.05  

            	
              Holder
                Lists.

            


    

     

     

    The
      Trustee shall preserve in as current a form as is reasonably practicable the
      most recent list available to it of the names and addresses of all Noteholders
      and shall otherwise comply with TIA § 312(a).  If the Trustee is
      not the Registrar, the Issuers shall furnish to the Trustee at least seven
      Business Days before each Interest Payment Date and at such other times as
      the
      Trustee may request in 

     

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    writing,
      a list in such form and as of such date as the Trustee may reasonably require
      of
      the names and addresses of the holders of Notes and the Issuers shall otherwise
      comply with TIA § 312(a).

     

    
      	
              Section
                2.06  

            	
              Transfer
                and
                Exchange.

            


    

     

     

    (a) Transfer
      and Exchange of Global
      Notes.  A Global Note may not be transferred as a whole except
      by the Depository to a nominee of the Depository, by a nominee of the Depository
      to the Depository or to another nominee of the Depository, or by the Depository
      or any such nominee to a successor Depository or a nominee of such successor
      Depository.  Global Notes will be exchanged by the Issuers for
      Definitive Notes if, and only if, (i) the Company delivers to the Trustee
      notice from the Depository that it is unwilling or unable to continue to act
      as
      Depository or that it ceases to be a clearing agency registered under the
      Exchange Act and, in either case, a successor Depository is not appointed by
      the
      Company, (ii) the Company, at its option, notifies the Trustee in writing that
      it elects to cause the issuance of the Definitive Notes or (iii) an Event
      of Default has occurred or is continuing and the Registrar has received a
      request from the Depository to issue Definitive Notes.  Upon the
      occurrence of any of the preceding events in clauses (i), (ii) or (iii) above,
      Definitive Notes shall be issued in such names as the Depository shall instruct
      the Trustee.  Global Notes also may be exchanged or replaced, in whole
      or in part, as provided in Sections 2.07 and 2.09 hereof.  Every Note
      authenticated and delivered in exchange for, or in lieu of, a Global Note or
      any
      portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.09 hereof,
      shall be authenticated and delivered in the form of, and shall be, a Global
      Note.  A Global Note may not be exchanged for another Note other than
      as provided in this Section 2.06(a); however, beneficial interests in a Global
      Note may be transferred and exchanged as provided in Section 2.06(b)
      hereof.

     

    (b) Transfer
      and Exchange of Beneficial
      Interests in the Global Notes.  The transfer and exchange of
      beneficial interests in the Global Notes shall be effected through the
      Depository, in accordance with the provisions of this Indenture and the
      Applicable Procedures.  Beneficial interests in the Restricted Global
      Notes shall be subject to restrictions on transfer comparable to those set
      forth
      herein to the extent required by the Securities Act.  Transfers of
      beneficial interests in the Global Notes also shall require compliance with
      subparagraphs (i) through (v) below, as applicable, as well as one or more
      of
      the other following subparagraphs, as applicable:

     

    (i) Transfer
      of Beneficial Interests in
      the Same Global Note.  Beneficial interests in any Restricted
      Global Note may be transferred to Persons who take delivery thereof in the
      form
      of a beneficial interest in the same Restricted Global Note in accordance with
      the transfer restrictions set forth in the Restricted Notes
      Legend.  Beneficial interests in any Unrestricted Global Note may be
      transferred to Persons who take delivery thereof in the form of a beneficial
      interest in an Unrestricted Global Note.  No written orders or
      instructions shall be required to be delivered to the Registrar to effect the
      transfers described in this Section 2.06(b)(i).

     

    (ii) All
      Other Transfers and Exchanges of
      Beneficial Interests in Global Notes.  In connection
      with all transfers and exchanges of beneficial interests that are not subject
      to
      Section 2.06(b)(i) above, the transferor of such beneficial interest must
      deliver to the Registrar either (A)(1) a written order from a Participant
      given to the Depository in accordance with the Applicable Procedures directing
      the Depository to credit or cause to be credited a beneficial interest in
      another Global Note in an amount equal to the beneficial interest to be
      transferred or exchanged and (2) instructions given in accordance with the
      Applicable Procedures containing information regarding the Participant account
      to be credited with such increase or (B)(1) a written order from a
      Participant or an Indirect Participant given to the Depository in accordance
      with the Applicable Procedures directing the Depository to cause to be issued
      a
      Definitive Note in an amount equal to the beneficial interest to be transferred
      or exchanged and (2) instructions given by the Depository 

     

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

     

    to
      the Registrar containing information regarding the Person in whose name such
      Definitive Note shall be registered to effect the transfer or exchange referred
      to in (1) above.  Upon satisfaction of all of the requirements for
      transfer or exchange of beneficial interests in Global Notes contained in this
      Indenture and the Notes or otherwise applicable under the Securities Act, the
      Trustee shall adjust the principal amount of the relevant Global Note(s)
      pursuant to Section 2.06(h) hereof.  Transfers by an owner of a
      beneficial interest in the Rule 144A Global or the IAI Global Note to a
      transferee who takes delivery of such interest through the Regulation S Global
      Note, shall be made only upon receipt by the Trustee of a certification from
      the
      transferor to the effect that such transfer is being made in accordance with
      Regulation S or (if available) Rule 144 under the Securities Act.  In
      the case of a transfer of a beneficial interest in either the Regulation S
      Global Note or the Rule 144A Global Note for an interest in the IAI Global
      Note,
      the transferee must furnish to the Trustee a signed letter substantially in
      the
      form of Exhibit D.

     

    (iii) Restrictions
      on Transfer of
      Regulation S Global Note.

     

    (A) Prior
      to the expiration of the Restricted Period, transfers by an owner of a
      beneficial interest in the Regulation S Global Note to a transferee who takes
      delivery of such interest through the 144A Global Note or the IAI Global Note
      shall be made only in accordance with Applicable Procedures and upon receipt
      by
      the Trustee of a written certification from the transferor of the beneficial
      interest in the form provided by Exhibit B or as otherwise provided by the
      Issuers in accordance with applicable law to the effect that such transfer
      is
      being made to (i) a person whom the transferor reasonably believes is a QIB
      in a transaction meeting the requirements of Rule 144A or (ii) an IAI
      purchasing for its own account, or for the account of such an
      IAI.  Such written certification shall not be required after the
      expiration of the Restricted Period.  In the case of a transfer of a
      beneficial interest in the Regulation S Global Note for an interest in the
      IAI
      Global Note, the transferee must furnish to the Trustee a signed letter
      substantially in the form of Exhibit D.

     

    (B) Upon
      the expiration of the Restricted Period, beneficial ownership interests in
      the
      Regulation S Global Note shall be transferable in accordance with applicable
      law
      and the other terms of this Indenture.

     

    (iv) Other
      Transfer of Beneficial
      Interests to Another Restricted Global Note.  A beneficial
      interest in any Restricted Global Note may be transferred to a Person who takes
      delivery thereof in the form of a beneficial interest in another Restricted
      Global Note if the transfer complies with the requirements of Section
      2.06(b)(ii) above and the transferor delivers a certificate in the form of
      Exhibit B hereto.

     

    (v) Transfer
      and Exchange of Beneficial
      Interests in Global Notes to Definitive
      Notes.  In the
      event that a Global Note is exchanged for Restricted Definitive Notes in
      accordance with the terms of this Indenture, such Notes may be exchanged only
      in
      accordance with such procedures as are substantially consistent with the
      provisions of Sections 2.06(c), (d) and (e) (including the certification
      requirements set forth therein intended to ensure that such transfers comply
      with Rule 144A, Regulation S or such other applicable exemption from
      registration under the Securities Act, as the case may be) and such other
      procedures as may from time to time be adopted by the Issuers reasonably
      necessary to comply with applicable law.

     

    (vi) Transfer
      and Exchange of Beneficial
      Interests in a Restricted Global Note for Beneficial Interests in an
      Unrestricted Global Note.  A beneficial interest in any
      Restricted Global Note may be exchanged by any holder thereof for a beneficial
      interest in an Unrestricted Global Note or transferred to a Person who takes
      delivery thereof in the form of a beneficial in-

     

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    terest
      in an Unrestricted Global Note if the exchange or transfer complies with the
      requirements of Section 2.06(b)(ii) above and the Registrar receives the
      following:

     

    (1) if
      the holder of such beneficial interest in a Restricted Global Note proposes
      to
      exchange such beneficial interest for a beneficial interest in an Unrestricted
      Global Note, a certificate from such holder in the form of Exhibit C hereto,
      including the certifications in item (1)(a) thereof; or

     

    (2) if
      the holder of such beneficial interest in a Restricted Global Note proposes
      to
      transfer such beneficial interest to a Person who shall take delivery thereof
      in
      the form of a beneficial interest in an Unrestricted Global Note, a certificate
      from such holder in the form of Exhibit B hereto, including the certifications
      in item (4) thereof;

     

    and
      if the Company or the Registrar so requests or if the Applicable Procedures
      so
      require, an Opinion of Counsel in form reasonably acceptable to the Company
      and
      the Registrar to the effect that such exchange or transfer is in compliance
      with
      the Securities Act and that the restrictions on transfer contained herein and
      in
      the Restricted Notes Legend are no longer required in order to maintain
      compliance with the Securities Act.

     

    If
      any such transfer is effected at a time when an Unrestricted Global Note has
      not
      yet been issued, the Issuers shall issue and, upon receipt of a Company Request
      in accordance with Section 2.02 hereof, the Trustee shall authenticate one
      or
      more Unrestricted Global Notes in an aggregate principal amount equal to the
      aggregate principal amount of beneficial interests so transferred.

     

    Beneficial
      interests in an Unrestricted Global Note cannot be exchanged for, or transferred
      to Persons who take delivery thereof in the form of, a beneficial interest
      in a
      Restricted Global Note.

     

    (c) Transfer
      or Exchange of Beneficial
      Interests for Definitive Notes.

     

    (i) Beneficial
      Interests in Restricted
      Global Notes to Restricted Definitive
      Notes.  If any holder of a beneficial interest in a Restricted
      Global Note proposes to exchange such beneficial interest for a Restricted
      Definitive Note or to transfer such beneficial interest to a Person who takes
      delivery thereof in the form of a Restricted Definitive Note, then, if such
      exchange complies with Section 2.06(a), and upon receipt by the Registrar of
      the
      following documentation:

     

    (A) if
      the holder of such beneficial interest in a Restricted Global Note proposes
      to
      exchange such beneficial interest for a Restricted Definitive Note, a
      certificate from such holder in the form of Exhibit C hereto, including the
      certifications in item (2)(a) thereof;

     

    (B) if
      such beneficial interest is being transferred to a QIB in accordance with Rule
      144A, a certificate to the effect set forth in Exhibit B hereto, including
      the
      certifications in item (1) thereof;

     

    (C) if
      such beneficial interest is being transferred to a Non-U.S. Person in an
      offshore transaction and in accordance with Rule 903 or Rule 904, a certificate
      to the effect set forth in Exhibit B hereto, including the certifications in
      item (2) thereof;

     

    (D) if
      such beneficial interest is being transferred pursuant to an exemption from
      the
      registration requirements of the Securities Act in accordance with Rule 144,
      a
      certificate to the effect set forth in Exhibit B hereto, including the
      certifications in item (3)(a) thereof;

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    (E) if
      such beneficial interest is being transferred to an Institutional Accredited
      Investor in reliance on an exemption from the registration requirements of
      the
      Securities Act other than those listed in subparagraphs (B) through (D) above,
      a
      certificate to the effect set forth in Exhibit B hereto, including the
      certifications, certificates and Opinion of Counsel required by item (3)(d)
      thereof, if applicable;

     

    (F) if
      such beneficial interest is being transferred to the Issuers or any of their
      Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
      including the certifications in item (3)(b) thereof; or

     

    (G) if
      such beneficial interest is being transferred pursuant to an effective
      registration statement under the Securities Act, a certificate to the effect
      set
      forth in Exhibit B hereto, including the certifications in item (3)(c)
      thereof,

     

    the
      Trustee shall cause the aggregate principal amount of the applicable Global
      Note
      to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers
      shall execute and the Trustee shall authenticate and deliver to the Person
      designated in the instructions a Definitive Note in the appropriate principal
      amount.  Any Definitive Note issued in exchange for a beneficial
      interest in a Restricted Global Note pursuant to this Section 2.06(c) shall
      be
      registered in such name or names and in such authorized denomination or
      denominations as the holder of such beneficial interest shall instruct the
      Registrar through instructions from the Depository and the Participant or
      Indirect Participant.  The Trustee shall deliver such Definitive Notes
      to the Persons in whose names such Notes are so registered.  Any
      Definitive Note issued in exchange for a beneficial interest in a Restricted
      Global Note pursuant to this Section 2.06(c)(i) shall bear the Restricted Notes
      Legend and shall be subject to all restrictions on transfer contained
      therein.

     

    (ii) Beneficial
      Interests in Restricted
      Global Notes
      to Unrestricted Definitive Notes.  A holder of a beneficial
      interest in a Restricted Global Note may exchange such beneficial interest
      for
      an Unrestricted Definitive Note or may transfer such beneficial interest to
      a
      Person who takes delivery thereof in the form of an Unrestricted Definitive
      Note
      if such transfer and exchange complies with Section 2.06(a) and if the Registrar
      receives the following:

     

    (1) if
      the holder of such beneficial interest in a Restricted Global Note proposes
      to
      exchange such beneficial interest for a Definitive Note that does not bear
      the
      Restricted Notes Legend, a certificate from such holder in the form of Exhibit
      C
      hereto, including the certifications in item (1)(b) thereof; or

     

    (2) if
      the holder of such beneficial interest in a Restricted Global Note proposes
      to
      transfer such beneficial interest to a Person who shall take delivery thereof
      in
      the form of a Definitive Note that does not bear the Restricted Notes Legend,
      a
      certificate from such holder in the form of Exhibit B hereto, including the
      certifications in item (4) thereof;

     

    and
      if the Company or the Registrar so requests or if the Applicable Procedures
      so
      require, an Opinion of Counsel in form reasonably acceptable to the Company
      and
      the Registrar to the effect that such exchange or transfer is in compliance
      with
      the Securities Act and that the restrictions on transfer contained herein and
      in
      the Restricted Notes Legend are no longer required in order to maintain
      compliance with the Securities Act.

     

    (iii) Beneficial
      Interests in Unrestricted
      Global Notes to Unrestricted Definitive
      Notes.  If any
      holder of a beneficial interest in an Unrestricted Global Note proposes to
      exchange such beneficial interest for a Definitive Note or to transfer such
      beneficial interest to a Person who takes delivery thereof in the form of a
      Definitive Note, then, if such transfer and exchange 

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    complies
      with Section 2.06(a) and, upon satisfaction of the conditions set forth in
      Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal
      amount of the applicable Global Note to be reduced accordingly pursuant to
      Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall
      authenticate and deliver to the Person designated in the instructions a
      Definitive Note in the appropriate principal amount.  Any Definitive
      Note issued in exchange for a beneficial interest pursuant to this Section
      2.06(c)(iii) shall be registered in such name or names and in such authorized
      denomination or denominations as the holder of such beneficial interest shall
      instruct the Registrar through instructions from the Depository and the
      Participant or Indirect Participant.  The Trustee shall deliver such
      Definitive Notes to the Persons in whose names such Notes are so
      registered.  Any Definitive Note issued in exchange for a beneficial
      interest pursuant to this Section 2.06(c)(iii) shall not bear the Restricted
      Notes Legend.

     

    (d) Transfer
      and Exchange of Definitive
      Notes for Beneficial Interests.

     

    (i) Restricted
      Definitive Notes to
      Beneficial Interests in
      Restricted Global Notes.  If any holder of a Restricted
      Definitive Note proposes to exchange such Note for a beneficial interest in
      a
      Restricted Global Note or to transfer such Restricted Definitive Note to a
      Person who takes delivery thereof in the form of a beneficial interest in a
      Restricted Global Note, then, upon receipt by the Registrar of the following
      documentation:

     

    (A) if
      the holder of such Restricted Definitive Note proposes to exchange such Note
      for
      a beneficial interest in a Restricted Global Note, a certificate from such
      holder in the form of Exhibit C hereto, including the certifications in item
      (2)(b) thereof;

     

    (B) if
      such Restricted Definitive Note is being transferred to a QIB in accordance
      with
      Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including
      the certifications in item (1) thereof;

     

    (C) if
      such Restricted Definitive Note is being transferred to a Non-U.S. Person in
      an
      offshore transaction and in accordance with Rule 903 or Rule 904, a certificate
      to the effect set forth in Exhibit B hereto, including the certifications in
      item (2) thereof;

     

    (D) if
      such Restricted Definitive Note is being transferred pursuant to an exemption
      from the registration requirements of the Securities Act in accordance with
      Rule
      144, a certificate to the effect set forth in Exhibit B hereto, including the
      certifications in item (3)(a) thereof;

     

    (E) if
      such Restricted Definitive Note is being transferred to an Institutional
      Accredited Investor in reliance on an exemption from the registration
      requirements of the Securities Act other than those listed in subparagraphs
      (B)
      through (D) above, a certificate to the effect set forth in Exhibit B hereto,
      including the certifications, certificates and Opinion of Counsel required
      by
      item (3)(d) thereof, if applicable;

     

    (F) if
      such Restricted Definitive Note is being transferred to the Issuers or any
      of
      their Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
      including the certifications in item (3)(b) thereof; or

     

    (G) if
      such Restricted Definitive Note is being transferred pursuant to an effective
      registration statement under the Securities Act, a certificate to the effect
      set
      forth in Exhibit B hereto, including the certifications in item (3)(c)
      thereof,

     

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    the
      Trustee shall cancel the Restricted Definitive Note and increase or cause to
      be
      increased the aggregate principal amount of the Restricted Global Note; provided, however,  if
      any
      such exchange or transfer from a Definitive Note to a beneficial interest in
      a
      Restricted Global Note is effected at a time when a Restricted Global Note
      has
      not yet been issued, the Issuers shall issue and, upon receipt of a Company
      Request in accordance with Section 2.02 hereof, the Trustee shall authenticate
      one or more Restricted Global Notes in an aggregate principal amount equal
      to
      the principal amount of Definitive Notes so transferred; provided, further,
      that the Trustee
      shall have no duty to take any action to secure eligibility of the Restricted
      Global Note for deposit with the Depository.

     

    (ii) Restricted
      Definitive Notes to
      Beneficial Interests
      in
      Unrestricted Global Notes.  If and to the extent permitted by,
      and upon compliance with, the Applicable Procedures, a holder of a Restricted
      Definitive Note may exchange such Note for a beneficial interest in an
      Unrestricted Global Note or transfer such Restricted Definitive Note to a Person
      who takes delivery thereof in the form of a beneficial interest in an
      Unrestricted Global Note only if the Registrar receives the
      following:

     

    (1) if
      the holder of such Definitive Notes proposes to exchange such Notes for a
      beneficial interest in the Unrestricted Global Note, a certificate from such
      holder in the form of Exhibit C hereto, including the certifications in item
      (1)(c) thereof; or

     

    (2) if
      the holder of such Definitive Notes proposes to transfer such Notes to a Person
      who shall take delivery thereof in the form of a beneficial interest in the
      Unrestricted Global Note, a certificate from such holder in the form of Exhibit
      B hereto, including the certifications in item (4) thereof;

     

    and
      if the Issuers or the Registrar so requests or if the Applicable Procedures
      so
      require, an Opinion of Counsel in form reasonably acceptable to the Registrar
      to
      the effect that such exchange or transfer is in compliance with the Securities
      Act and that the restrictions on transfer contained herein and in the Restricted
      Notes Legend are no longer required in order to maintain compliance with the
      Securities Act.

     

    Upon
      satisfaction of the conditions of this Section 2.06(d)(ii), the Trustee shall
      cancel the Definitive Notes and increase or cause to be increased the aggregate
      principal amount of the Unrestricted Global Note.

     

    (iii) Unrestricted
      Definitive Notes to
      Beneficial Interests in Unrestricted Global Notes.  If and to
      the extent permitted by, and upon compliance with, the Applicable Procedures,
      a
      holder of an Unrestricted Definitive Note may exchange such Note for a
      beneficial interest in an Unrestricted Global Note or transfer such Definitive
      Notes to a Person who takes delivery thereof in the form of a beneficial
      interest in an Unrestricted Global Note at any time.  Upon receipt of
      a request for such an exchange or transfer, the Trustee shall cancel the
      applicable Unrestricted Definitive Note and increase or cause to be increased
      the aggregate principal amount of one of the Unrestricted Global
      Notes.

     

    If
      any such exchange or transfer from a Definitive Note to a beneficial interest
      is
      effected pursuant to subparagraph (ii) or (iii) above at a time when an
      Unrestricted Global Note has not yet been issued, the Issuers shall issue and,
      upon receipt of a Company Request in accordance with Section 2.02 hereof, the
      Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate
      principal amount equal to the principal amount of Definitive Notes so
      transferred; provided,
however,
      that the
      Trustee shall have no duty to take any action to secure eligibility of the
      Unrestricted Global Note for deposit with the Depository.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    (e) Transfer
      and Exchange of Definitive
      Notes for Definitive Notes.  Upon request by a holder of
      Definitive Notes and such holder’s compliance with the provisions of this
      Section 2.06(e), the Registrar shall register the transfer or exchange of
      Definitive Notes.  Prior to such registration of transfer or exchange,
      the requesting holder shall present or surrender to the Registrar the Definitive
      Notes duly endorsed or accompanied by a written instruction of transfer in
      form
      satisfactory to the Registrar duly executed by such holder or by its attorney,
      duly authorized in writing.  In addition, the requesting holder shall
      provide any additional certifications, documents and information, as applicable,
      required pursuant to the following provisions of this Section
      2.06(e):

     

    (i) Restricted
      Definitive Notes to
      Restricted Definitive Notes.  Any Restricted Definitive Note
      may be transferred to and registered in the name of Persons who take delivery
      thereof in the form of a Restricted Definitive Note if the Registrar receives
      the following:

     

    (A) if
      the transfer will be made pursuant to Rule 144A, then the transferor must
      deliver a certificate in the form of Exhibit B hereto, including the
      certifications in item (1) thereof;

     

    (B) if
      the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor
      must deliver a certificate in the form of Exhibit B hereto, including the
      certifications in item (2) thereof; and

     

    (C) if
      the transfer will be made pursuant to any other exemption, including any such
      transfer to an Institutional Accredited Investor, from the registration
      requirements of the Securities Act, then the transferor must deliver a
      certificate in the form of Exhibit B hereto, including the certifications,
      certificates and Opinion of Counsel required by item (3) thereof, if
      applicable.

     

    (ii) Restricted
      Definitive Notes to
      Unrestricted Definitive Notes.  Any Restricted Definitive Note
      may be exchanged by the holder thereof for an Unrestricted Definitive Note
      or
      transferred to a Person or Persons who take delivery thereof in the form of
      an
      Unrestricted Definitive Note if the Registrar receives the
      following:

     

    (1) if
      the holder of such Restricted Definitive Notes proposes to exchange such Notes
      for an Unrestricted Definitive Note, a certificate from such holder in the
      form
      of Exhibit C hereto, including the certifications in item (1)(d) thereof;
      or

     

    (2) if
      the holder of such Restricted Definitive Notes proposes to transfer such Notes
      to a Person who shall take delivery thereof in the form of an Unrestricted
      Definitive Note, a certificate from such holder in the form of Exhibit B hereto,
      including the certifications in item (4) thereof;

     

    and
      if the Issuers or the Registrar so requests, an Opinion of Counsel in form
      reasonably acceptable to the Issuers to the effect that such exchange or
      transfer is in compliance with the Securities Act and that the restrictions
      on
      transfer contained herein and in the Restricted Notes Legend are no longer
      required in order to maintain compliance with the Securities Act.

     

    (iii) Unrestricted
      Definitive Notes to
      Unrestricted Definitive Notes.  A holder of Unrestricted
      Definitive Notes may transfer such Notes to a Person who takes delivery thereof
      in the form of an Unrestricted Definitive Note.  Upon receipt of a
      request to register such a transfer, the Registrar shall register the
      Unrestricted Definitive Notes pursuant to the instructions from the holder
      thereof.

     

    (f) [intentionally
      omitted]

     

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    (g) Legends.  The
      following
      legends shall appear on the face of all Global Notes and Definitive Notes issued
      under this Indenture unless specifically stated otherwise in the applicable
      provisions of this Indenture.

     

    (i) Restricted
      Notes
      Legend.

     

    (A) Except
      as permitted by subparagraph (B) below, each Global Note and each Definitive
      Note (and all Notes issued in exchange therefor or substitution thereof) shall
      bear the legend in substantially the following form:

     

    “THE
      NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933 (THE ‘‘SECURITIES ACT’’). BY ITS ACQUISITION HEREOF, THE
      HOLDER REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
      IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL “ACCREDITED
      INVESTOR” (AS DEFINED IN RULE 501 (a)(1), (2), (3), OR (7) OF REGULATION D UNDER
      THE SECURITIES ACT) (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE THE
      FOREGOING) (AN “INSTITUTIONAL ACCREDITED INVESTOR”) OR (C) IT IS ACQUIRING THIS
      NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
      SECURITIES ACT.  THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR
      OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO THE SELLER REASONABLY
      BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
      UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
      OF A
      QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
      RULE
      144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF
      REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL ACCREDITED
      INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND
      NOT
      FOR DISTRIBUTION, AND A CERTIFICATE WHICH MAY BE OBTAINED FROM THE COMPANY
      OR
      THE TRUSTEE IS DELIVERED BY THE TRANSFEREE TO THE COMPANY AND TRUSTEE AND,
      IF
      REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY,
      (4)
      PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED
      BY
      RULE 144 THEREUNDER (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
      SECURITIES LAWS OF THE STATES OF THE UNITED STATES.  AN INSTITUTIONAL
      ACCREDITED INVESTOR ACQUIRING THIS SECURITY AGREES THAT IT WILL FURNISH TO
      THE
      COMPANY AND THE TRUSTEE SUCH CERTIFICATES, LEGAL OPINIONS AND OTHER INFORMATION
      AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT TRANSFER TO IT OF THIS SECURITY
      COMPLIES WITH THE FOREGOING RESTRICTIONS AND APPLICABLE SECURITIES LAWS. THE
      HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE
      BENEFIT OF THE 

     

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

     

    COMPANY
      THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
      OR (2)(a) PURCHASING FROM A PERSON NOT PARTICIPATING IN THE INITIAL DISTRIBUTION
      OF THIS SECURITY (OR ANY PREDECESSOR SECURITY), (b) AN INSTITUTION THAT IS
      AN
‘‘ACCREDITED INVESTOR’’ AS DEFINED UNDER THE SECURITIES ACT AND (c) HOLDING THIS
      SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S.
      PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING
      THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902 UNDER) REGULATION S UNDER
      THE SECURITIES ACT.”

     

    (B) Notwithstanding
      the
      foregoing, any Global Note or Definitive Note issued pursuant to subparagraph
      (b)(vi), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this
      Section 2.06 (and all Notes issued in exchange therefor or substitution thereof)
      shall not bear the Restricted Notes Legend.

     

    (ii) Global
      Note
      Legend.  Each Global Note shall bear a legend in substantially
      the following form:

     

    THIS
      GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING
      THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
      HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
      THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
      TO SECTION 2.01(a) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
      IN
      WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS
      GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
      2.10 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
      SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

     

    (h) Cancellation
      and/or Adjustment of Global Notes.  At such time as all
      beneficial interests in a particular Global Note have been exchanged for
      Definitive Notes or a particular Global Note has been redeemed, repurchased
      or
      canceled in whole and not in part, each such Global Note shall be returned
      to or
      retained and canceled by the Trustee in accordance with Section 2.10
      hereof.  At any time prior to such cancellation, if any beneficial
      interest in a Global Note is exchanged for or transferred to a Person who will
      take delivery thereof in the form of a beneficial interest in another Global
      Note or for Definitive Notes, the principal amount of Notes represented by
      such
Global Note
      shall be reduced accordingly and an endorsement shall be made on such Global
      Note by the Trustee or by the Depository at the direction of the Trustee to
      reflect such reduction; and if the beneficial interest is being exchanged for
      or
      transferred to a Person who will take delivery thereof in the form of a
      beneficial interest in another Global Note, such other Global Note shall be
      increased accordingly and an endorsement shall be made on such Global Note
      by
      the Trustee or by the Depository at the direction of the Trustee to reflect
      such
      increase.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    (i) General
      Provisions Relating to Transfers
      and
      Exchanges.

     

    (i) To
      permit registrations of transfers and exchanges to the extent permitted
      hereunder, the Issuers shall execute and the Trustee shall authenticate Global
      Notes and Definitive Notes upon the Company’s order or at the Registrar’s
      request.

     

    (ii) No
      service charge shall be made to a holder of a beneficial interest in a Global
      Note or to a holder of a Definitive Note for any registration of transfer or
      exchange, but the Issuers may require payment of a sum sufficient to cover
      any
      transfer tax or similar governmental charge payable in connection therewith
      (other than any such transfer taxes or similar governmental charge payable
      upon
      exchange or transfer pursuant to Sections 2.09, 4.10, 4.16, 4.18 and 8.04
      hereof).

     

    (iii) The
      Registrar shall not be required to register the transfer of or exchange any
      Note
      selected for redemption in whole or in part, except the unredeemed portion
      of
      any Note being redeemed in part.

     

    (iv) All
      Global Notes and Definitive Notes issued upon any registration of transfer
      or
      exchange of Global Notes or Definitive Notes shall be the valid obligations
      of
      the Issuers, evidencing the same debt, and entitled to the same benefits under
      this Indenture, as the Global Notes or Definitive Notes surrendered upon such
      registration of transfer or exchange.

     

    (v) The
      Issuers shall not be required (A) to issue, to register the transfer of or
      to exchange any Notes during a period beginning at the opening of business
      15
      days before the day of any selection of Notes for redemption under Section
      3.02
      hereof and ending at the close of business on the day of selection or (B) to
      register the transfer of or to exchange a Note between a record date and the
      next succeeding Interest Payment Date.

     

    (vi) Prior
      to due presentment for the registration of a transfer of any Note, the Trustee,
      any Agent and the Issuers may deem and treat the Person in whose name any Note
      is registered as the absolute owner of such Note for the purpose of receiving
      payment of principal of and interest on such Notes and for all other purposes,
      and none of the Trustee, any Agent or the Issuers shall be affected by notice
      to
      the contrary.

     

    (vii) The
      Trustee shall authenticate Global Notes and Definitive Notes in accordance
      with
      the provisions of Section 2.02 hereof.

     

    (viii) All
      certifications, certificates and Opinions of Counsel required to be submitted
      to
      the Registrar pursuant to this Section 2.06 to effect a registration of transfer
      or exchange may be submitted by facsimile.

     

    (ix) The
      Trustee shall have no obligation or duty to monitor, determine or inquire as
      to
      compliance with any restrictions on transfer imposed under this Indenture or
      under applicable law with respect to any transfer of any interest in any Note
      (including any transfers between or among Participants or beneficial owners
      of
      interests in any Global Note) other than to require delivery of such
      certificates and other documentation or evidence as are expressly required
      by,
      and to do so if and when expressly required by the terms of, this Indenture,
      and
      to examine the same to determine substantial compliance as to form with the
      express requirements hereof.

     

    (x) None
      of the Trustee or any Agent shall have any responsibility or obligation to
      any
      beneficial owner in a Global Note, a member of, or a Participant in the
      Depository or other 

     

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    Person
      with respect to the accuracy of the records of the Depository or its nominee
      or
      of any Participant or member thereof, with respect to any ownership interest
      in
      the Notes or with respect to the delivery to any Participant, member, beneficial
      owner or other Person (other than the Depository) of any notice (including
      any
      notice of redemption) or the payment of any amount, under or with respect to
      such Notes.  All notices and communications to be given to the
      Noteholders and all payments to be made to Noteholders under the Notes and
      this
      Indenture shall be given or made only to or upon the order of the registered
      holders (which shall be the Depository or its nominee in the case of the Global
      Note).  The rights of beneficial owners in the Global Note shall be
      exercised only through the Depository subject to the Applicable
      Procedures.  The Trustee and each Agent shall be entitled to rely and
      shall be fully protected in relying upon information furnished by the Depository
      with respect to its members, Participants and any beneficial
      owners.  The Trustee and each Agent shall be entitled to deal with any
      depositary (including the Depository), and any nominee thereof, that is the
      registered holder of any Global Note for all purposes of this Indenture relating
      to such Global Note (including the payment of principal, premium, if any, and
      interest and additional amounts, if any, and the giving of instructions or
      directions by or to the owner or holder of a beneficial ownership interest
      in
      such Global Note) as the sole holder of such Global Note and shall have no
      obligations to the beneficial owners thereof.  None of the Trustee or
      any Agent shall have any responsibility or liability for any acts or
      omissions of any such depositary with respect to such Global Note, for the
      records of any such depositary, including records in respect of beneficial
      ownership interests in respect of any such Global Note, for any transactions
      between such depositary and any Participant in such depositary or between or
      among any such depositary, any such Participant and/or any holder or owner
      of a
      beneficial interest in such Global Note, or for any transfers of beneficial
      interests in any such Global Security.

     

    Notwithstanding
      the foregoing, with respect to any Global Note, nothing herein shall prevent
      the
      Issuers, the Trustee, or any agent of the Issuers or the Trustee (including
      any
      Agent), from giving effect to any written certification, proxy or other
      authorization furnished by any depositary (including the Depository), as a
      Noteholder, with respect to such Global Note or impair, as between such
      depositary and owners of beneficial interests in such Global Note, the operation
      of customary practices governing the exercise of the rights of such depositary
      (or its nominee) as Holder of such Global Note.

     

    
      	
              Section
                2.07  

            	
              Replacement
                Notes.

            


    

     

    If
      a mutilated Note is surrendered to the Trustee or if the holder of a Note
      presents evidence to the satisfaction of the Issuers and the Trustee that the
      Note has been lost, destroyed or wrongfully taken, the Issuers shall issue
      and
      the Trustee shall authenticate a replacement Note if the requirements of Section
      8-405 of the New York Uniform Commercial Code as in effect on the date of this
      Indenture are met.  An indemnity bond or other security shall be
      required that is sufficient in the judgment of the Issuers and the Trustee
      to
      protect the Issuers, the Trustee or any Agent from any loss which any of them
      may suffer if a Note is replaced.  In every case of destruction, loss
      or theft, the applicant shall also furnish to the Issuers and to the Trustee
      evidence to their satisfaction of the destruction, loss or theft of such Note
      and the ownership thereof.  The Issuers and the Trustee may charge for
      their expenses in replacing a Note.  Every replacement Note is an
      additional obligation of the Issuers.

     

    
      	
              Section
                2.08  

            	
              Outstanding
                Notes.

            


    

     

    Notes
      outstanding at any time are all Notes authenticated by the Trustee except for
      those canceled by it, those delivered to it for cancellation, and those
      described in this Section 2.08 as not outstanding.

     

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    If
      a Note is replaced pursuant to Section 2.07, it ceases to be outstanding until
      the Issuers and the Trustee receive proof satisfactory to each of them that
      the
      replaced Note is held by a bona fide purchaser.

     

    If
      a Paying Agent holds on a Redemption Date or Maturity Date money sufficient
      to
      pay the principal of, premium, if any, and accrued interest on Notes payable
      on
      that date, then on and after that date such Notes cease to be outstanding and
      interest on them ceases to accrue.

     

    Subject
      to Section 11.05, a Note does not cease to be outstanding solely because the
      Issuers or an Affiliate holds the Note.

     

    
      	
              Section
                2.09  

            	
              Temporary
                Notes.

            


    

     

    Until
      certificates representing Notes are ready for delivery, the Issuers may prepare
      and the Trustee shall authenticate temporary Notes.  Temporary Notes
      shall be substantially in the form, and shall carry all rights, of Definitive
      Notes but may have variations that the Issuers consider appropriate for
      temporary Notes.  Without unreasonable delay, the Issuers shall
      prepare and the Trustee shall authenticate Definitive Notes in exchange for
      temporary Notes presented to it.

     

    
      	
              Section
                2.10  

            	
              Cancellation.

            


    

     

    The
      Issuers at any time may deliver Notes to the Trustee for
      cancellation.  The Registrar and the Paying Agent shall forward to the
      Trustee any Notes surrendered to them for transfer, exchange or
      payment.  The Trustee shall cancel and retain in accordance with its
      normal practice or, upon written request of the Issuers, may return to the
      Issuers, all Notes surrendered for transfer, exchange, payment or
      cancellation.  Subject to Section 2.07 hereof, the Issuers may not
      issue new Notes to replace Notes in respect of which it has previously paid
      all
      principal, premium and interest accrued thereon, or delivered to the Trustee
      for
      cancellation.

     

    
      	
              Section
                2.11  

            	
              Defaulted
                Interest.

            


    

     

    If
      the Issuers default in a payment of interest on the Notes, they shall pay the
      defaulted amounts, plus any interest payable on defaulted amounts pursuant
      to
      Section 4.01 hereof, to the persons who are holders on a subsequent special
      record date.  The Issuers shall fix the special record date and
      payment date in a manner satisfactory to the Trustee and provide the Trustee
      at
      least 20 days notice of the proposed amount of default interest to be paid
      and
      the special payment date.  At least 15 days before the special record
      date, the Issuers shall mail or cause to be mailed to each holder a notice
      that
      states the special record date, the payment date (which shall be not less than
      five nor more than ten days after the special record date), and the amount
      to be
      paid.  In lieu of the foregoing procedures, the Issuers may pay
      defaulted interest in any other lawful manner satisfactory to the
      Trustee.

     

    
      	
              Section
                2.12  

            	
              Deposit
                of
                Moneys.

            


    

     

    Prior
      to 10:00 a.m., New York City time, on each Interest Payment Date (other
      than an Interest Payment Date for which PIK Interest shall be paid), each
      Redemption Date and the Maturity Date, the Issuers shall have deposited with
      the
      Paying Agent in immediately available funds money sufficient to make cash
      payments, if any, due on such Interest Payment Date, Redemption Date or Maturity
      Date, as the case may be, in a timely manner which permits the Trustee to remit
      payment to the holders on such Interest Payment Date or Maturity Date, as the
      case may be.

     

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              Section
                2.13  

            	
              CUSIP
                Number.

            


    

     

    The
      Issuers in issuing the Notes may, but shall not be obligated to, use one or
      more
      (including if any notes are not fungible) “CUSIP,” “ISIN” or other similar
      number(s), and if so, the Trustee shall use the CUSIP, ISIN or other similar
      number(s) in notices of redemption or exchange as a convenience to holders,
      provided that any such notice may state that no representation is made as to
      the
      correctness or accuracy of the CUSIP, ISIN or other similar number(s) printed
      in
      the notice or on the Notes, and that reliance may be placed only on the other
      identification numbers printed on the Notes.  The Issuers shall
      promptly inform the Trustee of any change in the CUSIP, ISIN or other similar
      number(s).

     

     

    ARTICLE
      III

     

    REDEMPTION

     

    
      	
              Section
                3.01  

            	
              Notices
                to
                Trustee.

            


    

     

    If
      the Issuers elect to redeem Notes pursuant to paragraph 5 of the Notes,
      (i) at least 45 days prior to the Redemption Date in the case of a partial
      redemption, (ii) at least 45 days prior to the Redemption Date in the case
      of a total redemption or (iii) during such other period as the Trustee may
      agree to, the Issuers shall notify the Trustee in writing of the Redemption
      Date, the principal amount of Notes to be redeemed and the redemption price,
      and
      deliver to the Trustee an Officer’s Certificate stating that such redemption
      will comply with the conditions contained in paragraph 5 of the
      Notes.

     

    
      	
              Section
                3.02  

            	
              Selection
                by
                Trustee of Notes to Be
                Redeemed.

            


    

     

    In
      the event that fewer than all of the Notes are to be redeemed, the Trustee
      shall
      select the Notes to be redeemed on either a pro rata basis or by lot, or such
      other method as it shall deem fair and equitable.  The Trustee shall
      promptly notify the Issuers of the Notes selected for redemption and, in the
      case of any Notes selected for partial redemption, the principal amount thereof
      to be redeemed.  The Trustee may select for redemption portions of the
      principal of Notes that have denominations larger than $1,000.  Notes
      and portions thereof the Trustee selects shall be redeemed in amounts of $1,000
      or whole multiples of $1,000 and, if Payment-in-Kind Notes are issued, a minimum
      of $1.00 and an integral multiple of $1.00 (in aggregate principal
      amount).  For all purposes of this Indenture unless the context
      otherwise requires, provisions of this Indenture that apply to Notes called
      for
      redemption also apply to portions of Notes called for redemption.

     

    
      	
              Section
                3.03  

            	
              Notice
                of
                Redemption.

            


    

     

    At
      least 30 but not more than 60 days before a Redemption Date, the Issuers shall
      mail, or cause to be mailed, a notice of redemption by first-class mail to
      the
      Trustee and to each holder of Notes to be redeemed at its address as the same
      appears on the registry books maintained by the Registrar pursuant to Section
      2.03 hereof.

     

    The
      notice shall identify the Notes to be redeemed (including the CUSIP number(s)
      thereof) and shall state:

     

    (1) the
      Redemption Date;

     

    (2) the
      redemption price;

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

    (3) if
      any Note is being redeemed in part, the portion of the principal amount of
      such
      Note to be redeemed and that, after the Redemption Date and upon surrender
      of
      such Note, a new Note or Notes in principal amount equal to the unredeemed
      portion will be issued;

     

    (4) the
      name and address of the Paying Agent;

     

    (5) that
      Notes called for redemption must be surrendered to the Paying Agent to collect
      the redemption price;

     

    (6) that
      unless the Issuers default in making the redemption payment, interest on Notes
      called for redemption ceases to accrue on and after the Redemption
      Date;

     

    (7) the
      subparagraph of the Notes pursuant to which the Notes are being redeemed;
      and

     

    (8) the
      aggregate principal amount of Notes that are being redeemed.

     

    At
      the Issuers’ request (and upon at least five (5) days prior written notice), the
      Trustee shall give the notice of redemption in the Issuers’ names and at the
      Issuers’ sole expense.

     

    
      	
              Section
                3.04  

            	
              Effect
                of Notice of
                Redemption.

            


    

     

    Once
      the notice of redemption described in Section 3.03 is mailed, Notes called
      for
      redemption become due and payable on the Redemption Date and at the redemption
      price, including any premium, plus interest accrued to the Redemption Date,
      if
      any.  Upon surrender to the Paying Agent, such Notes shall be paid at
      the redemption price, including any premium, plus interest accrued to the
      Redemption Date, if any; provided that if the
      Redemption Date is after a regular interest payment record date and on or prior
      to the Interest Payment Date, the accrued interest shall be payable to the
      holder of the redeemed Notes registered on the relevant record date, and provided, further,
      that if a Redemption
      Date is a Legal Holiday, payment shall be made on the next succeeding Business
      Day and no interest shall accrue for the period from such Redemption Date to
      such succeeding Business Day.

     

    
      	
              Section
                3.05  

            	
              Deposit
                of
                Redemption
                Price.

            


    

     

    On
      or prior to 10:00 A.M., New York City time, on each Redemption Date, the
      Issuers shall deposit with the Paying Agent in immediately available funds
      money
      sufficient to pay the redemption price of and accrued interest on all Notes
      to
      be redeemed on that date other than Notes or portions thereof called for
      redemption on that date which have been delivered by the Issuers to the Trustee
      for cancellation.

     

    On
      and after any Redemption Date, if money sufficient to pay the redemption price
      of and accrued interest on Notes called for redemption shall have been made
      available in accordance with the preceding paragraph, the Notes called for
      redemption will cease to accrue or accrete interest and the only right of the
      holders of such Notes will be to receive payment of the redemption price of
      and,
      subject to the first proviso in Section 3.04, accrued and unpaid interest on
      such Notes to the Redemption Date.  If any Note called for redemption
      shall not be so paid, interest will be paid, from the Redemption Date until
      such
      redemption payment is made, on the unpaid principal of the Note and any interest
      not paid on such unpaid principal, in each case, at the rate and in the manner
      provided in the Notes.

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Section
                3.06  

            	
              Notes
                Redeemed in
                Part.

            


    

     

    Upon
      surrender of a Note that is redeemed in part, the Trustee shall authenticate
      for
      a holder a new Note equal in principal amount to the unredeemed portion of
      the
      Note surrendered.

     

     

    ARTICLE
      IV

     

    COVENANTS

     

    
      	
              Section
                4.01  

            	
              Payment
                of
                Notes.

            


    

     

    The
      Issuers shall pay the principal of and interest on the Notes on the dates and
      in
      the manner provided in the Notes and this Indenture.  An installment
      of principal of or interest on the Notes shall be considered paid on the date
      it
      is due if the Trustee or any Paying Agent holds on that date money designated
      for and sufficient to pay the installment.  PIK Interest shall be
      considered paid on the date due, unless interest is otherwise paid in cash,
      if
      the Trustee is directed on or prior to such date to issue Payment-in-Kind Notes
      in an amount equal to the amount of the applicable PIK
      Interest.  Interest will be computed on the basis set forth in the
      Notes.  All references to interest in this Indenture shall include any
      additional interest payable to holders pursuant to the Securities Purchase
      Agreement.

     

    The
      Issuers shall pay interest on overdue principal (including post-petition
      interest in a proceeding under any Bankruptcy Law), and overdue interest, to
      the
      extent lawful, at the rate specified in the Notes.

     

    No
      provision of this Section 4.01 shall be deemed to impose any duty or obligation
      on the Trustee to calculate the installment of principal of or interest on
      the
      Notes on any Interest Payment Date or to monitor the calculation thereof by
      the
      Issuers.

     

    
      	
              Section
                4.02  

            	
              SEC
                Reports.

            


    

     

     

    (a) If
      and for so long as the Company is subject to the reporting requirements of
      Section 13 or 15(d) of the Exchange Act and any Notes are outstanding, the
      Company shall file with the SEC and provide the Trustee and holders of Notes
      with such annual reports and such information, documents and other reports
      as
      are specified in Sections 13 and 15(d) of the Exchange Act and applicable to
      a
      U.S. person subject to such Sections, such information, documents and reports
      to
      be so filed and provided at the times specified for the filing of such
      information, documents and reports under such Sections; provided,
      however, that (i) the
      Company shall not be so obligated to file such information, documents and
      reports with the SEC if the SEC does not permit such filings and (ii) the
      Company shall not be required to include the separate financial statements
      of
      any Guarantor in any such filing.

     

    (b) At
      any time when the Company is not subject to the reporting requirements of
      Section 13 or 15(d) of the Exchange Act and any Notes are outstanding, the
      Company will provide to the Trustees and the holders of Notes:

     

    (1) within
      90 days after the end of the Company’s fiscal year, financial statements and a
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations substantially equivalent to that which would be required to be
      included in an Annual Report on Form 10-K of the Company were the Company
      subject to an obligation to file such a report under the Exchange
      Act;

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    (2) within
      45 days after the end of each of the first three fiscal quarters in each fiscal
      year of the Company, financial statements and a Management’s Discussion and
      Analysis of Financial Condition and Results of Operations substantially
      equivalent to that which would be required to be included in a Quarterly Report
      on Form 10-Q of the Company were the Company subject to an obligation to file
      such a report under the Exchange Act; and

     

    (3) within
      the time periods required by the SEC for issuers subject to the reporting
      requirements of Section 13(d) or 15(d) of the Exchange Act, the information
      that
      would be required to be filed with the SEC in Current Reports on Form 8-K (other
      than in respect of Items 1.01, 2.02, 3.01, 3.02, 3.03, 5.02 (in the case of
      entry into material definitive agreements, management compensation and similar
      agreements only), 5.03, 5.04, 5.05, 7.01, 8.01 and 9.01 (or any successor items)
      under Form 8-K) if the Company were subject to such reporting
      requirements;

     

    provided,
      however, that the
      reports set forth in clauses (1), (2) and (3) above shall not be required
      to:  (a) contain any certification required by any such form or
      the Sarbanes-Oxley Act of 2002, (b) include the separate financial statements
      of
      any Guarantor in any such filing or (c) include any
      exhibit.  Additionally, substantially concurrently with the delivery
      to the Trustee and the holders of the Notes of the reports specified in (1),
      (2)
      and (3) above, the Company shall (i) post copies of such reports on its website
      and (ii) in the case of clauses (1) and (2) above, commencing with the
      report covering the fiscal quarter ending March 31, 2009, hold a conference
      call
      with holders of Notes covering such matters as are reasonably customary for
      companies with publicly traded debt or equity securities.  For the
      avoidance of doubt, the financial statements required herein may be financial
      statements of the Parent if the Parent holds no other material assets other
      than
      cash and the Capital Stock of the Issuers and equity securities in any Person
      that Parent does not control and whose financial results are not consolidated
      with the Parent, including the Common Stock of TerreStar Networks, Inc., and
      such financial statements are accompanied by an explanation as to the
      differences between the Parent's financial statements and the financial
      statements that would have been provided by the Company.

     

    (c) The
      Company shall cause information, documents and reports required to be provided
      to the Trustee and to the holders to be mailed at the Company’s expense to the
      Trustee at its address set forth in this Indenture and to the holders at their
      addresses appearing in the register of Notes maintained by the
      Registrar.

     

    Delivery
      of such reports, information and documents to the Trustee is for informational
      purposes only and the Trustee’s receipt of such shall not constitute
      constructive notice of any information contained therein or determinable from
      information contained therein, including the Company’s compliance with any of
      its covenants hereunder (as to which the Trustee is entitled to rely exclusively
      on Officer’s Certificates).

     

    (d) For
      so long as any Notes remain outstanding, the Company shall make available upon
      request, to any holder, any holder of a beneficial interest in a Note and,
      upon
      request of any holder or any such holder, any prospective purchaser of a Note
      or
      a beneficial interest therein, the information required pursuant to Rule
      144A(d)(4) under the Securities Act during any period in which the Company
      is
      not subject to Section 13 or 15(d) of the Exchange Act.

     

    
      	
              Section
                4.03  

            	
              Waiver
                of Stay,
                Extension or Usury Laws.

            


    

     

    The
      Issuers and the Guarantors covenant (to the extent that they may lawfully do
      so)
      that they will not at any time insist upon, or plead (as a defense or otherwise)
      or in any manner whatsoever claim or take the benefit or advantage of, any
      stay
      or extension law or any usury law or other law which would prohibit or forgive
      the Issuers or the Guarantors from paying all or any portion of the principal
      of, 

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    premium,
      if any, and/or interest on the Notes, as contemplated herein, wherever enacted,
      now or at any time hereafter in force, or which may affect the covenants or
      the
      performance of this Indenture; and (to the extent that they may lawfully do
      so)
      the Issuers and the Guarantors hereby expressly waive all benefit or advantage
      of any such law, and covenant that they will not hinder, delay or impede the
      execution of any power herein granted to the Trustee, but will suffer and permit
      the execution of every such power as though no such law had been
      enacted.

     

    
      	
              Section
                4.04  

            	
              Compliance
                Certificate.

            


    

     

     

    (a) The
      Company shall deliver to the Trustee, within 120 days after the end of each
      fiscal year, an Officer’s Certificate stating that a review of the activities of
      the Company and its Subsidiaries during such fiscal year has been made under
      the
      supervision of the signing Officers with a view to determining whether each
      has
      kept, observed, performed and fulfilled its obligations under this Indenture,
      and further stating, as to each such Officer signing such certificate, that
      to
      the best of his or her knowledge each has kept, observed, performed and
      fulfilled each and every covenant contained in this Indenture and is not in
      default in the performance or observance of any of the terms, provisions and
      conditions hereof and thereof (or, if a Default or Event of Default shall have
      occurred, describing all of such Defaults or Events of Default of which he
      or
      she may have knowledge and what action each is taking or proposes to take with
      respect thereto) and that to the best of his or her knowledge no event has
      occurred and remains in existence by reason of which payments on account of
      the
      principal of or interest, if any, on the Notes is prohibited or if such event
      has occurred, a description of the event and what action each is taking or
      proposes to take with respect thereto.

     

    (b) The
      Company will, so long as any of the Notes are outstanding, deliver to the
      Trustee, forthwith within 30 days after any event which would constitute a
      Default or Event of Default, an Officer’s Certificate specifying such Default or
      Event of Default, its status and what action the Company is taking or proposes
      to take with respect thereto.

     

    
      	
              Section
                4.05  

            	
              Taxes.

            


    

     

    The
      Company shall, and shall cause each of the Restricted Subsidiaries to, and
      the
      Restricted Entities shall, pay prior to delinquency all material taxes,
      assessments, and governmental levies except as contested in good faith and
      by
      appropriate proceedings.

     

    
      	
              Section
                4.06  

            	
              Limitation
                on
                Indebtedness.

            


    

     

     

    (a) The
      Company shall not, and shall not permit any Restricted Subsidiary to, and each
      Restricted Entity shall not, Incur, directly or indirectly, any Indebtedness;
      provided, however,
      that the Issuers and
      the Guarantors shall be entitled to Incur Indebtedness if, on the date of such
      Incurrence and after giving effect thereto on a pro forma basis, the
      Consolidated Leverage Ratio would be less than 6.00 to 1.

     

    (b) Notwithstanding
      the foregoing paragraph (a), the Company and the Restricted Entities shall
      be
      entitled to Incur any or all of the following Indebtedness:

     

    (1) Indebtedness
      Incurred by the Issuers or any Guarantor under this clause (1) that, after
      giving effect to any such Incurrence and assuming all amortization of debt
      discount, accretion of principal and payment of interest in kind over the life
      of such Indebtedness has occurred at the time of initial Incurrence, does not
      exceed $250.0 million in principal amount at any one time
      outstanding; provided that, prior to any
      Incurrence of Indebtedness under this clause (1), the Company shall have
      received at least $1.0 billion of Net Cash Proceeds after the Original Issue
      

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

     

    Date
      from the issue or sale of Capital Stock of the Company or cash contributed
      to
      the capital of the Company (in each case other than proceeds of Disqualified
      Stock or sales of Capital Stock to the Company or any of its Subsidiaries);
      provided, further,
however,
      that any Net Cash
      Proceeds received by the Company or cash contributions to the Company’s capital
      and used to Incur Indebtedness pursuant to this clause (1) shall be excluded
      from the calculation of amounts under Section 4.08(a)(3)(B);

     

     

    (2) Indebtedness
      Incurred by the Issuers or any Guarantor in an aggregate principal amount which,
      when taken together with all other Indebtedness Incurred pursuant to this clause
      (2) and then outstanding, does not exceed the greater of (a) $500 million and
      (b) an amount equal to 125% of the Net Cash Proceeds received by the
      Company since the Original Issue Date from the issue or sale of Capital Stock
      of
      the Company or cash contributed to the capital of the Company (in each case
      other than proceeds of Disqualified Stock or sales of Capital Stock to the
      Company or any of its Subsidiaries); provided, however,
      that, any
      Indebtedness Incurred under this clause (2) shall have a weighted Average Life
      that is greater than the then remaining weighted Average Life of the Notes;
      provided further,
however,
      that any Net Cash
      Proceeds received by the Company or cash contributions to the Company’s capital
      and used to Incur Indebtedness pursuant to this clause (2) shall be excluded
      from the calculation of amounts under Section 4.08(a)(3)(B);

     

    (3) Indebtedness
      owed to and held by the Company or a Restricted Entity (including intercompany
      indebtedness); provided,
however,
      that (A) any
      subsequent issuance or transfer of any Capital Stock which results in any such
      Restricted Entity ceasing to be a Restricted Entity or any subsequent transfer
      of such Indebtedness (other than to the Company or a Restricted Entity) shall
      be
      deemed, in each case, to constitute the Incurrence of such Indebtedness by
      the
      obligor thereon and (B) if the Company or Finance Co. is the obligor on such
      Indebtedness, such Indebtedness is expressly subordinated to the prior payment
      in full in cash of all obligations with respect to the Notes and if a Guarantor
      is an obligor under such Indebtedness or such Indebtedness is owed to a
      Restricted Entity that is not a Guarantor, such Indebtedness is expressly
      subordinated to the prior payment in full in cash of all obligations with
      respect to the Guarantee of such Guarantor;

     

    (4) the
      Old Notes and Guarantees thereof (including any future guarantees
      thereof);

     

    (5) Indebtedness
      outstanding on the Issue Date;

     

    (6) Indebtedness
      of a Restricted Entity Incurred and outstanding on or prior to the date on
      which
      such Restricted Entity was acquired by the Company or a Restricted Entity (other
      than Indebtedness Incurred in connection with, or to provide all or any portion
      of the funds or credit support utilized to consummate, the transaction or series
      of related transactions pursuant to which such Subsidiary became a Subsidiary
      or
      was acquired by the Company); provided, however,
      that on the date of
      such acquisition and after giving pro forma effect thereto, the Company would
      have been entitled to Incur at least $1.00 of additional Indebtedness pursuant
      to paragraph (a) of this Section 4.06;

     

    (7) Refinancing
      Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a)
      or
      pursuant to clause (4), (5) or (6) or this clause (7); provided, however,
      that such
      Refinancing Indebtedness shall not include Refinancing Indebtedness of the
      Issuers or a Guarantor that refinances Indebtedness of a Subsidiary that is
      not
      a Guarantor or co-issuer of the Notes;

     

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

    (8) Hedging
      Obligations entered into in the ordinary course of business and not for
      speculative purposes;

     

    (9) obligations
      with respect to letters of credit and bank guarantees, including without
      limitation, letters of credit in respect of workers’ compensation claims,
      health, disability or other benefits to former employees or their families
      or
      property, casualty or liability or self-insurance obligations, performance,
      bid
      and surety bonds and completion guarantees provided by the Company or any
      Restricted Entity in the ordinary course of business;

     

    (10) Indebtedness
      arising from the honoring by a bank or other financial institution of a check,
      draft or similar instrument drawn against insufficient funds in the ordinary
      course of business; provided, however,
      that such
      Indebtedness is extinguished within five Business Days of its
      Incurrence;

     

    (11) Subordinated
      Obligations Incurred by the Issuers or any of the Guarantors to finance the
      purchase, lease or improvement of property (real or personal) or equipment
      that
      is used or useful in a Related Business (whether through the direct purchase
      of
      assets or the Capital Stock of any Person owning such assets) within 180 days
      of
      such purchase, lease or improvement, and any Refinancing Indebtedness Incurred
      to Refinance such Indebtedness, which, when added together with the amount
      of
      all other Subordinated Obligations Incurred pursuant to this clause (11) and
      then outstanding, does not exceed $250 million; provided, however,
      that any
      Indebtedness Incurred under this clause (11) shall have a weighted Average
      Life
      that is greater than the then remaining weighted Average Life of the Notes
      and a
      final maturity date that is later than the date that is 91 days after the Stated
      Maturity of the Notes;

     

    (12) Capital
      Lease Obligations or Purchase Money Indebtedness of the Company or any Guarantor
      Incurred to finance the lease or purchase of L-Band Spectrum in North America;
      provided that in the
      case of Capital Lease Obligations, the rights of the lessor under such Capital
      Lease Obligations shall be limited to the L-Band Spectrum leased and, in the
      case of Purchase Money Indebtedness, the lenders of such Purchase Money
      Indebtedness shall only have recourse to the L-Band Spectrum purchased and
      shall
      have no other claim against the Company and the Restricted Entities; provided, further,
      that the Company
      shall have received at least $500.0 million of Designated Equity Contributions
      prior to any Incurrence under this clause (12) and shall not have made a
      Designated Equity Election;

     

    (13) Purchase
      Money Indebtedness and Capital Lease Obligations of the Company or any Guarantor
      in an aggregate principal amount not in excess of $50 million outstanding at
      any
      time;

     

    (14) Indebtedness
      arising from agreements of the Company or any of the Restricted Entities
      providing for indemnification, adjustment of purchase price or similar
      obligations, in each case, Incurred or assumed in connection with the
      disposition of any business, assets or Capital Stock of a Restricted Entity,
      provided, however,
      the maximum
      aggregate liability in respect of all such Indebtedness shall at no time exceed
      the gross proceeds actually received by the Company and the Restricted Entities
      in connection with such disposition;

     

    (15) Indebtedness
      of the Company or of any of the Restricted Entities in an aggregate principal
      amount which, when taken together with all other Indebtedness of the Company
      and
      the Restricted Entities Incurred pursuant to this clause (15) and then
      outstanding does not exceed $50 million;

     

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

    (16) Guarantees
      by the Issuers or any Guarantor of Indebtedness of the Issuers or the Guarantors
      so long as such Indebtedness is otherwise permitted to be incurred
      hereunder;

     

    (17) Indebtedness
      representing the financing of installments of insurance premiums;
      and

     

    (18) Indebtedness
      of the Company and the Guarantors to Boeing Satellite Systems, Inc. (“Boeing”) and its Affiliates
      incurred to finance the purchase of one or more satellites from Boeing or such
      Affiliate in an aggregate principal amount not to exceed at any one time $110.0
      million.

     

    (c) Notwithstanding
      the foregoing,  neither the Issuers nor any Guarantor shall be
      entitled to Incur any Indebtedness (1) senior in right of payment to the Notes
      or pari passu in right of payment to the Notes, but without limiting the ability
      to Incur any Indebtedness pursuant to clauses (4), (5), (6), (7) (insofar as
      the
      indebtedness being refinanced was senior or pari
      passu in right of payment to
      the Notes), (8), (9), (10), (12), (13), (14), (16) (insofar as the indebtedness
      being Guaranteed was senior or pari passu in right of
      payment to the Notes, (17) and (18) of paragraph (b) above; or (2) pursuant
      to the foregoing paragraph (b) if  the proceeds thereof are
      used, directly or indirectly, to Refinance any Subordinated Obligations
      unless such Indebtedness shall be subordinated to the Notes or the Guarantee
      of
      such Guarantor, as applicable, to at least the same extent as such Subordinated
      Obligations.  The foregoing shall not prevent the Issuers from Issuing
      additional Notes or the Guarantors from guaranteeing such Notes after the Issue
      Date in accordance with the Securities Purchase
      Agreement.  Additionally, notwithstanding anything to the contrary
      contained herein, clause (1) of this paragraph shall cease to be of further
      effect in the event the Notes contemplated to be issued on the Second Closing
      Date (as such term is defined in the Securities Purchase Agreement) are not
      issued in accordance with the terms of the Securities Purchase Agreement other
      than a failure by the Parent, the Issuers or their Subsidiaries to act in good
      faith to satisfy the closing conditions specified in the Securities Purchase
      Agreement for the First Closing Date or the Second Closing Date.

     

    (d) For
      purposes of determining compliance with this Section 4.06:

     

    (1) in
      the event that an item of Indebtedness (or any portion thereof) meets the
      criteria of more than one of the types of Indebtedness described above, the
      Company, in its sole discretion, will classify such item of Indebtedness (or
      any
      portion thereof) at the time of Incurrence and will only be required to include
      the amount and type of such Indebtedness in one of the above
      clauses;

     

    (2) the
      Company will be entitled to divide and classify (and later reclassify) an item
      of Indebtedness in more than one of the types of Indebtedness described above,
      including under paragraph (a) above;

     

    (3) Guarantees
      of, or obligations in respect of letters of credit relating to, Indebtedness
      which is otherwise included in the determination of a particular amount of
      Indebtedness shall not be included;

     

    (4) the
      principal amount of any Disqualified Stock of the Company or Preferred Stock
      of
      a Restricted Entity, will be equal to the greater of the maximum mandatory
      redemption or repurchase price (not including, in either case, any redemption
      or
      repurchase premium) or the liquidation preference thereof; and

     

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

    (5) increases
      in the amount of Indebtedness outstanding solely as a result of fluctuations
      in
      the exchange rate of currencies shall not be deemed to be an Incurrence of
      Indebtedness for purposes of this covenant.

     

    For
      purposes of this Section 4.06, all outstanding Indebtedness under the Notes
      and
      the Guarantees thereof issued on the Issue Date and the Notes and the Guarantees
      thereof subsequently issued in accordance with the Securities Purchase Agreement
      will be deemed to have been Incurred pursuant to clause (2) of paragraph (b)
      of
      this Section 4.06.

     

    
      	
              Section
                4.07  

            	
              Limitation
                on Issuance or
                Sale of Capital Stock of Restricted
                Entities.

            


    

     

    The
      Company:

     

    (a) shall
      not, and shall not permit any Restricted Subsidiary to, and each Restricted
      Entity shall not, sell, lease, transfer or otherwise dispose of any Capital
      Stock of any Restricted Entity to any Person (other than the Company or a Wholly
      Owned Subsidiary; provided that Capital Stock
      owned by the Company or a Guarantor may only be issued or transferred to the
      Company or another Guarantor), and

     

    (b) shall
      not permit any Restricted Subsidiary to, and each Restricted Entity shall not,
      issue any of its Capital Stock (other than, if necessary, shares of its Capital
      Stock constituting directors’ or other legally required qualifying shares) to
      any Person (other than to the Company or a Wholly Owned Subsidiary; provided that Capital Stock
      owned by the Company or a Guarantor may only be issued or transferred to the
      Company or another Guarantor),

     

    unless:

     

    (1) immediately
      after giving effect to such issuance, sale or other disposition, neither the
      Company nor any of their Subsidiaries own any Capital Stock of such Restricted
      Entity; or

     

    (2) such
      issuance, sale or other disposition is treated as an Asset Disposition and
      immediately after giving effect to such issuance, sale or other disposition,
      such Restricted Entity would continue to be a Restricted Entity; or

     

    (3) immediately
      after giving effect to such issuance, sale or other disposition, such Restricted
      Entity would no longer constitute a Restricted Entity and any Investment in
      such
      Person remaining after giving effect thereto is treated as a new Investment
      by
      the Company and such Investment would be permitted to be made under Section
      4.08
      if made on the date of such issuance, sale or other disposition.

     

    For
      purposes of this Section 4.07, the creation of a Lien on any Capital Stock
      of a
      Restricted Entity to secure Indebtedness of the Company or any of its Restricted
      Subsidiaries shall not be deemed to be a violation of this Section 4.07; provided, however,
      that any sale or
      other disposition by the secured party of such Capital Stock following
      foreclosure of its Lien shall be subject to this Section 4.07.

     

    
      	
              Section
                4.08  

            	
              Limitation
                on
                Restricted Payments.

            


    

     

     

    (a) The
      Company shall not, and shall not permit any Restricted Subsidiary to, and each
      Restricted Entity shall not, directly or indirectly, make a Restricted Payment
      if at the time the Company or such Restricted Entity makes such Restricted
      Payment:

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    (1) a
      Default shall have occurred and be continuing (or would result
      therefrom);

     

    (2) the
      Company is not entitled to Incur an additional $1.00 of Indebtedness pursuant
      to
      Section 4.06(a) after giving effect, on a pro forma basis, to such Restricted
      Payment; or

     

    (3) the
      aggregate amount of such Restricted Payment and all other Restricted Payments
      since the Original Issue Date would exceed the sum of (without
      duplication):

     

    (A) 100%
      of Consolidated Operating Cash Flow accrued during the period (treated as one
      accounting period) from the beginning of the first fiscal quarter during which
      the Company generates positive Consolidated Operating Cash Flow following the
      Original Issue Date to the end of the most recent fiscal quarter for which
      internal financial statements are available less 1.4 times the Consolidated
      Interest Expense for the same period (if such amount in this clause (A) is
      a
      negative amount, minus the amount by which such amount is less than zero);
plus

     

    (B) 100%
      of the aggregate Net Cash Proceeds received by the Company from the issuance
      or
      sale of its Capital Stock (other than Disqualified Stock) subsequent to the
      Original Issue Date (other than an issuance or sale to a Subsidiary of the
      Company or to the Canadian Joint Ventures and other than an issuance or sale
      to
      an employee stock ownership plan) and 100% of any cash capital contribution
      received by the Company subsequent to the Original Issue Date; provided, however,
      that there shall be
      excluded from the calculation of Net Cash Proceeds and cash capital
      contributions under this clause (B) any Net Cash Proceeds received by the
      Company from the issue or sale of its Capital Stock or cash capital
      contributions received by the Company and which is deemed to be used to Incur
      Indebtedness pursuant to Section 4.06(b)(1) or (b)(2) until and to the extent
      any such Indebtedness Incurred pursuant to Section 4.06(b)(1) or (b)(2) in
      respect of such Net Cash Proceeds or cash capital contributions has been
      redesignated to another subclause of Section 4.06(b) or Section 4.06(a); provided, further,
however,
      that Designated
      Equity Contributions shall not be permitted to be included in this clause (3)(B)
      unless the Company has made a Designated Equity Election, in which case the
      amount by which such Designated Equity Contributions exceeds the net present
      value of all payments to be made under Capital Lease Obligations and Purchase
      Money Indebtedness Incurred pursuant to Section 4.06(b)(12) shall be permitted
      to be included in this clause (3)(B); plus

     

    (C) the
      amount by which Indebtedness of the Company or any Restricted Entity is reduced
      on the Company’s balance sheet upon the conversion or exchange subsequent to the
      Original Issue Date of any Indebtedness convertible or exchangeable for Capital
      Stock (other than Disqualified Stock) of the Company (less the amount of any
      cash, or the fair value of any other property, distributed by the Company upon
      such conversion or exchange); plus

     

    (D) an
      amount equal to the sum of (i) the net reduction in the Investments (other
      than
      Permitted Investments) made by the Company or any Restricted Entity in any
      Person resulting from repurchases, repayments or redemptions of such Investments
      by such Person, proceeds realized on the sale of such Investment and proceeds
      representing the return of capital (excluding dividends and distributions to the
      extent included in Consolidated Operating Cash Flow), in each case received
      by
      the Company or any Restricted Entity, and (ii) to the extent such Person is
      an
      Unrestricted Entity, the portion (proportionate to the Company’s equity interest
      in such Subsidiary) of the fair market value of the net assets of such
      Unrestricted Entity at the time such Unrestricted Entity is designated a
      Restricted Entity; provided, however,
      that the foregoing
      sum shall not exceed, in the case of any such Person or Unrestricted Entity,
      the
      amount of Investments (excluding Permitted Investments) previously made (and
      treated as a Restricted Payment) by the Company or any Restricted Entity in
      such
      Person or Unrestricted Entity.

     

    
      
        
        

      

      
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    (b) The
      preceding provisions shall not prohibit:

     

    (1) any
      Restricted Payment in an amount equal to the Net Cash Proceeds of the
      substantially concurrent sale of, or made by exchange for, Capital Stock of
      the
      Company (other than Disqualified Stock and other than Capital Stock issued
      or
      sold to a Subsidiary of the Company or a Canadian Joint Venture or an employee
      stock ownership plan) or a substantially concurrent cash capital contribution
      received by the Company; provided, however,
      that (A) such
      Restricted Payment shall be excluded from subsequent calculations of the amount
      of Restricted Payments and (B) the Net Cash Proceeds from such sale or such
      cash
      capital contribution (to the extent so used for such Restricted Payment) shall
      be excluded from the calculation of amounts under clause (3)(B) of paragraph
      (a)
      above and shall be excluded from the calculation of amounts under Section
      4.06(b)(2);

     

    (2) any
      purchase, repurchase, redemption, defeasance or other acquisition or retirement
      for value of Subordinated Obligations made by exchange for, or out of the
      proceeds of the substantially concurrent Incurrence of, Subordinated Obligations
      that are permitted to be Incurred pursuant to Section 4.06 that have, at the
      time of Incurrence, a weighted Average Life that is greater than the then
      remaining weighted Average Life of the Notes and a Stated Maturity that is
      later
      than the date that is 91 days after the Stated Maturity of the Notes; provided, however,
      that such purchase,
      repurchase, redemption, defeasance or other acquisition or retirement for value
      shall be excluded from subsequent calculations of the amount of Restricted
      Payments;

     

    (3) dividends
      paid within 60 days after the date of declaration thereof if at such date of
      declaration such dividend would have complied with this covenant; provided, however,
      that such dividend
      shall be included in subsequent calculations of the amount of Restricted
      Payments;

     

    (4) so
      long as no Default has occurred and is continuing, the purchase, redemption
      or
      other acquisition of shares of Capital Stock of the Company or any of its
      Subsidiaries from employees, former employees, consultants, directors or former
      directors of the Company or any of its Subsidiaries (or permitted transferees
      of
      such employees, former employees, former consultants, directors or former
      directors), pursuant to the terms of the agreements (including employment
      agreements) or plans (or amendments thereto) under which such individuals
      purchase or sell or are granted the option to purchase or sell, shares of such
      Capital Stock; provided, however,
      that the aggregate
      amount of such Restricted Payments (excluding amounts representing cancellation
      of Indebtedness) shall not exceed $2.5 million in the aggregate since the
      Original Issue Date; provided further,
however,
      that such
      repurchases and other acquisitions shall be excluded from subsequent
      calculations of the amount of Restricted Payments;

     

    (5) the
      declaration or payment of dividends on Disqualified Stock issued in compliance
      with Section 4.06; provided, however,
      that at the time of
      declaration of such dividend, no Default shall have occurred and be continuing
      (or result therefrom); provided further,
however,
      that such dividends
      shall be excluded from subsequent calculations of the amount of Restricted
      Payments;

     

    (6) repurchases
      of Capital Stock deemed to occur upon exercise of options to purchase limited
      partnership interests, stock options, warrants or other convertible securities
      if such Capital Stock represents a portion of the exercise price thereof; provided, however,
      that such Restricted
      Payments shall be excluded from subsequent calculations of the amount of
      Restricted Payments;

     

    
      
        
        

      

      
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    (7) cash
      payments not to exceed $2.5 million since the Original Issue Date in lieu of
      the
      issuance of fractional shares in connection with a reverse stock split of the
      Capital Stock of the Company or the exercise of warrants, options, or other
      securities convertible into or exchangeable for Capital Stock of the Company;
      provided, however,
      that any such cash
      payment shall not be for the purpose of evading the limitation of the covenant
      described under this subheading; provided further,
however,
      that such payments
      shall be excluded in subsequent calculations of the amount of Restricted
      Payments;

     

    (8) in
      the event of a Change of Control or to the extent permitted by Section 4.10,
      and
      if no Default shall have occurred and be continuing, the payment, purchase,
      redemption, defeasance or other acquisition or retirement of Subordinated
      Obligations, in each case, at a purchase price not greater than 101% of the
      principal amount of such Subordinated Obligations, plus any accrued and unpaid
      interest thereon; provided, however,
      that prior to such
      payment, purchase, redemption, defeasance or other acquisition or retirement,
      the Issuers (or a third party to the extent permitted by this Indenture) have
      made a Change of Control Offer, or sale of assets offer, with respect to the
      Notes and has repurchased all Notes validly tendered and not withdrawn in
      connection with such Change of Control Offer, or sale of assets offer; provided further,
however,
      that such payments,
      purchases, redemptions, defeasances or other acquisitions or retirements shall
      be excluded from subsequent calculations of the amount of Restricted
      Payments;

     

    (9) payments
      of intercompany subordinated Indebtedness, the Incurrence of which was permitted
      under Section 4.06(b)(3); provided, however,
      that such payments
      shall be excluded from subsequent calculations of the amount of Restricted
      Payments;

     

    (10) other
      Restricted Payments in an amount not to exceed $5.0 million in the aggregate
      since the Original Issue Date; provided, however,
      that no Default has
      occurred and is continuing or would otherwise result therefrom; provided further,
however,
      that such payments
      shall be excluded from subsequent calculations of the amount of Restricted
      Payments;

     

    (11) the
      payment of dividends, or distributions or amounts by the Company to its direct
      parents or to the limited partners or the General Partner in amounts required
      to
      pay the tax obligations of any such direct parent, limited partners or the
      General Partner that are solely attributable to the income of the Company and
      its Subsidiaries by virtue of the Company being a pass-through entity for
      Federal, state or foreign income tax purposes; provided, however,
      that (a) the amount
      of dividends or distributions paid pursuant to this clause (11) to enable any
      of
      the Company’s direct parents, limited partners or the General Partner to pay
      Federal, state or foreign income taxes at any time will not exceed the amount
      of
      such Federal, state or foreign income taxes actually owing by any such direct
      parent or the General Partner or the Company’s limited partners at such time for
      the respective period (excluding any tax liability or tax benefit of any such
      direct parent or the General Partner or the Company’s limited partners not
      attributable to the Company or its Subsidiaries) (provided that the Company
      may
      make periodic payments based on an estimate of such tax liability with an annual
      reconciliation at the end of each tax year) and (b) any refunds received by
      or on behalf of, or any overpayment based on the annual reconciliation to,
      any
      of the Company’s direct parents, limited partners or the General Partner
      attributable to the Company and its Subsidiaries shall promptly be returned
      by
      any such direct parent or the General Partner or the Company’s limited partners
      to the Company; and provided further,
however,
      that such payments
      shall be excluded from subsequent calculations of the amount of Restricted
      Payments;

     

    (12) the
      dividend or distribution of all of the shares of MSV International, LLC to
      the
      equity holders of the Company or the designation of MSV International, LLC
      as an
      Unrestricted 

     

     

     

    
      
        
        

      

      
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    Entity;
      provided that all
      Investments in MSV International, LLC made since the Original Issue Date and
      all
      payments made under the Boeing Agreement on behalf of any satellite to be
      transferred or assigned to MSV International, LLC shall have either been
      reimbursed in cash in full to the Company or be deemed to be a permanent
      Investment by the Company in MSV International, LLC (provided that such Investment
      is otherwise permitted by this Indenture); provided, however,
      that no Default has
      occurred and is continuing or would otherwise result therefrom; and provided further,
however,
      that such dividend
      or distribution shall be excluded from subsequent calculations of the amount
      of
      Restricted Payments;

     

    (13) the
      payment of dividends or distributions by the Company to Parent or the making
      of
      loans by the Company to Parent for Parent to pay fees and expenses related
      to
      (a) Parent’s corporate existence and expenses of Parent as a public company, and
      (b) general corporate overhead expense of Parent and customary compensation
      payable to officers, employees and directors of Parent in the case of (b) to
      the
      extent such fees and expenses relate to the ownership of the Company; provided, however,
      that amounts paid
      under this clause (13) shall not exceed $2.5 million during any calendar year,
      provided, further,
however,
      that no Default has
      occurred and is continuing or would otherwise result therefrom; provided further,
however,
      that such payments
      shall be excluded from subsequent calculations of the amount of Restricted
      Payments;

     

    (14) the
      payment of costs and expenses incurred by the General Partner on behalf of
      the
      Company or the Restricted Entities in the ordinary course of business and
      administrative and corporate fees and expenses of the General Partner in the
      ordinary course of business not to exceed in the aggregate under this clause
      (14) $1.0 million per year; provided further,
however,
      that such payments
      shall be excluded from subsequent calculations of the amount of Restricted
      Payments; and

     

    (15) the
      distribution, as a dividend or otherwise, of shares of Capital Stock of, or
      Indebtedness owed to, the Company or a Restricted Entity by, an Unrestricted
      Entity.

     

    The
      amount of all Restricted Payments (other than cash) shall be the fair market
      value on the date of such Restricted Payment of the asset(s) or securities
      proposed to be paid, transferred or issued by the Company or such Restricted
      Entity, as the case may be, pursuant to such Restricted Payment.  The
      fair market value of any cash Restricted Payment shall be its face amount and
      any non-cash Restricted Payment shall be determined conclusively by the Board
      of
      Directors acting in good faith.

     

    
      	
              Section
                4.09  

            	
              Limitation
                on
                Liens.

            


    

     

    The
      Company shall not, and shall not permit any Restricted Subsidiary to, and each
      Restricted Entity shall not, directly or indirectly, Incur or permit to exist
      any Lien of any nature whatsoever on any of its properties (including Capital
      Stock of a Subsidiary), whether owned at the Issue Date or thereafter acquired,
      securing any Indebtedness, other than Permitted Liens, unless:

     

    (1) in
      the case of Liens securing Subordinated Obligations of the Company or a
      Guarantor, the Notes are or such Guarantor’s Guarantee is, as the case may be,
      secured by a Lien on such property that is senior in priority to such Liens;
      and

     

    (2) in
      all other cases, the Notes are or such Guarantor’s Guarantee is, as the case may
      be, equally and ratably secured by a Lien on such property.

     

     

    
      
        
        

      

      
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              Section
                4.10  

            	
              Limitation
                on Sale of
                Assets and Subsidiary Stock.

            


    

     

     

    (a) The
      Company shall not, and shall not permit any Restricted Subsidiary to, and each
      Restricted Entity shall not, directly or indirectly, consummate any Asset
      Disposition unless:

     

    (1) the
      Company or such Restricted Entity receives consideration at the time of such
      Asset Disposition at least equal to the fair market value (including as to
      the
      value of all non-cash consideration), as determined in good faith by the Board
      of Directors, of the shares and assets subject to such Asset
      Disposition;

     

    (2) at
      least 75% of the consideration thereof received by the Company or such
      Restricted Entity is in the form of cash, Temporary Cash Investments or
      Designated Noncash Consideration; provided, however,
      that the amount of
      any Designated Noncash Consideration received by the Company or any Restricted
      Entity in such Asset Disposition having an aggregate fair market value, taken
      together with all other Designated Noncash Consideration received pursuant
      to
      this clause (2) at the time of determination, shall not exceed an amount equal
      to the greater of (x) $25 million and (y) 2.5% of Consolidated Total Assets
      at
      the time of the receipt of such Designated Noncash Consideration, with the
      fair
      market value of each item of Designated Noncash Consideration being measured
      at
      the time received and without giving effect to subsequent changes in value;
      provided further
      that the amount
      of:

     

    (a)           any
      liabilities of the Company or any Restricted Entity of the Issuer (other than
      Subordinated Obligations) that are assumed by the transferee of any such
      assets,

     

    (b)           any
      notes or other obligations or other securities or assets received by the Company
      or such Restricted Entity of the Company from such transferee that are converted
      by the Company or such Restricted Entity of the Company into cash within 180
      days of the receipt thereof (to the extent of the cash received),
      and

     

    (c)           any
      Indebtedness of a Restricted Entity (other than Subordinated Obligations) that
      is no longer a Restricted Entity as a result of the Asset
      Disposition

     

    shall
      be deemed to be cash for the purposes of this provision;

     

    (3) an
      amount equal to 100% of the Net Available Cash from such Asset Disposition
      is
      applied by the Company or such Restricted Entity, as the case may
      be:

     

    (A) first,
      to the extent the
      Company or such Restricted Entity elects, to acquire Additional Assets or
      improve Additional Assets within one year from the later of the date of such
      Asset Disposition or the receipt of such Net Available Cash; provided, however,
      that the Company
      shall have an additional six months to apply such Net Available Cash pursuant
      to
      this clause (A) if it shall have entered into a binding acquisition or purchase
      contract in respect of Additional Assets prior to the expiration of such
      one-year period; provided further
      that if the Net
      Available Cash from any Asset Disposition of an FCC License, Industry Canada
      License or any similar telecommunications license or any Capital Stock of the
      FCC License Subsidiary, MSV Canada Inc. or any other entity holding a
      telecommunications license is in excess of $10.0 million, the Net Available
      Cash
      from such Asset Disposition may not be applied as provided in this clause (A)
      and shall be immediately applied as required in clause (b) below;
      and

     

    
      
        
        

      

      
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    (B) second,
      to the extent of the
      balance of such Net Available Cash after application in accordance with clause
      (A) above:

     

    (1) to
      the extent required by the terms of the 14% Senior Secured Notes or any other
      secured Indebtedness of either Issuer or any Restricted Entity, make an offer
      to
      the holders of the 14% Senior Secured Notes and the holders of such other
      secured Indebtedness that requires such an offer to purchase, prepay or repay
      the 14% Senior Secured Notes and such other secured Indebtedness pursuant to
      the
      terms thereof; and

     

    (2) to
      the extent that such Net Available Cash is remaining after application in
      accordance with Section 4.10(a)(3)(B)(1) above, to make an offer to holders
      of
      the Notes (and to holders of other Pari Passu Indebtedness that requires such
      an
      offer) to purchase Notes (and such other Pari Passu Indebtedness that require
      such an offer) pursuant to and subject to the conditions contained in this
      Indenture; provided,
      that such offer to holders of Notes is for no less than the Noteholders’ prorata
      amount of such Net
      Available Cash (based on the then outstanding principal amount of the Notes
      outstanding and the principal amount (or accreted value if issued with discount)
      of such other Pari Passu Indebtedness);

     

    provided,
however,
      that in connection
      with any prepayment, repayment or purchase of Indebtedness pursuant to clause
      (3)(B) above, the Issuers or such Restricted Entity shall permanently retire
      such Indebtedness and shall cause the related loan commitment (if any) to be
      permanently reduced in an amount equal to the principal amount so prepaid,
      repaid or purchased; provided, however,
      that the prior
      proviso shall not affect the ability of the Company of the Restricted Entities
      to incur Indebtedness under Section 4.06(b).

     

    Pending
      application of Net Available Cash pursuant to this covenant, such Net Available
      Cash shall be invested in Temporary Cash Investments or applied to temporarily
      reduce revolving credit indebtedness, unless required to do otherwise pursuant
      to the terms of the 14% Senior Secured Notes or any other outstanding secured
      Indebtedness of either Issuer or Restricted Entity.

     

     

    (b) In
      the event of an Asset Disposition that requires the Issuers to make an offer
      to
      purchase the Notes (and other Indebtedness) pursuant to Section 4.10(a)(3)(B)(2)
      the Issuers shall purchase Notes tendered pursuant to an offer by the Issuers
      for the Notes (and such other Indebtedness) (the “Offer”) at a purchase price
      of 100% of their then outstanding principal amount (such other Indebtedness
      at a
      purchase price of 100% of its principal amount or, in the event such other
      Indebtedness was issued with significant original issue discount, 100% of the
      accreted value thereof) without premium, plus accrued but unpaid interest (or,
      in respect of such other Indebtedness, such lesser price, if any, as may be
      provided for by the terms of such Indebtedness) in accordance with the
      procedures set forth in Section 4.10(c).  If the aggregate purchase price
      of the Notes (and such other Indebtedness) tendered exceeds the Net Available
      Cash allotted to their purchase, the Trustee will select the Notes and such
      other Indebtedness to be purchased on a pro rata basis but in round
      denominations, which in the case of the Notes will be denominations of $1,000
      principal amount or multiples thereof.  The Company shall not be required
      to make such an Offer to purchase Notes (and other Indebtedness) pursuant to
      Section 4.10(a)(3)(B)(2) if the Net Available Cash available therefrom is less
      than $15.0 million (which lesser amount shall be carried forward for
      purposes of determining whether such an Offer is required with respect to the
      Net Available Cash from any subsequent Asset Disposition).  To the extent
      that the aggregate amount of Notes and other Indebtedness tendered is less
      than
      the Net Available Cash required to be used to make an Offer to the holders
      of
      Notes and such Indebtedness, the Company may use such excess Net Available
      Cash
      for any other purpose not prohibited by this Indenture.

     

    
      
        
        

      

      
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    (c) Promptly,
      and in any event within 10 days after the Company becomes obligated to make
      an Offer pursuant to Section 4.10(a)(3)(B)(2), the Company shall deliver to
      the
      Trustee and send, by first-class mail to each holder, a written notice stating
      that the holder may elect to have its Notes purchased by the Issuers either
      in
      whole or in part (subject to prorating as described in Section 4.10(b) in the
      event the Offer is oversubscribed) in integral multiples of $1,000 principal
      amount, at the applicable purchase price set forth in Section 4.10(b).
 The notice shall specify a purchase date not less than 30 days nor more
      than 60 days after the date of such notice (the “Purchase Date”) and shall
      contain such information concerning the business of the Issuers which the
      Issuers in good faith believe will enable such holders to make an informed
      decision and all instructions and materials necessary to tender Notes pursuant
      to the Offer, together with the information contained in clause
      (3).

     

     

    (1) Not
      later than the date upon which written notice of an Offer is delivered to the
      Trustee as provided below, the Company shall deliver to the Trustee an Officer’s
      Certificate as to (A) the amount of the Offer (the “Offer Amount”), including
      information as to any Pari Passu Indebtedness included in the Offer,
      (B) the allocation of the Net Available Cash from the Asset Dispositions
      pursuant to which such Offer is being made and (C) the compliance of such
      allocation with the provisions of Section 4.10(a) and (b).  On
      such date, the Company shall irrevocably deposit with the Trustee or with a
      Paying Agent in Temporary Cash Investments, maturing on the last day prior
      to
      the Purchase Date or on the Purchase Date if funds are immediately available
      by
      open of business, an amount equal to the Offer Amount to be held for payment
      in
      accordance with the provisions of this Section.  If the Offer includes
      other Pari Passu Indebtedness, the portion of the deposit described in the
      preceding sentence that is applicable to such other Pari Passu Indebtedness
      may be made with any other paying agent pursuant to arrangements satisfactory
      to
      the Trustee.  Upon the expiration of the period for which the Offer remains
      open (the “Offer Period”),
      the Company shall
      deliver to the Trustee for cancellation the Notes or portions thereof which
      have
      been properly tendered to and are to be accepted by the Company. The Trustee
      shall, on the Purchase Date, mail or deliver payment (or cause the delivery
      of
      payment) to each tendering holder in the amount of the purchase price. In the
      event that the aggregate purchase price of the Notes delivered by the Company
      to
      the Trustee is less than the Offer Amount applicable to the Notes, the Trustee
      shall deliver the excess to the Company immediately after the expiration of
      the
      Offer Period for application in accordance with this Section 4.10.

     

     

    (2) Holders
      electing to have Notes purchased shall be required to surrender the Notes,
      with
      an appropriate form duly completed, to the Company at the address specified
      in
      the notice at least three Business Days prior to the Purchase Date. Holders
      shall be entitled to withdraw their election if the Trustee or the Company
      receives not later than one Business Day prior to the Purchase Date, a facsimile
      transmission or letter setting forth the name of the holder, the principal
      amount of the Notes which were delivered for purchase by the holder and a
      statement that such holder is withdrawing his election to have such Notes
      purchased. Holders whose Notes are purchased only in part shall be issued new
      Notes equal in principal amount to the unpurchased portion of the Notes
      surrendered.

     

     

    (3) At
      the time the Company delivers Notes to the Trustee which are to be accepted
      for
      purchase, the Company shall also deliver an Officer’s Certificate stating that
      such Notes are to be accepted by the Company pursuant to and in accordance
      with
      the terms of this Section.  Notes shall be deemed to have been
      accepted for purchase at the time the Trustee, directly or through an agent,
      mails or delivers payment therefor to the surrendering holder.

     

     

    (d) The
      Company will not, and will not permit any Restricted Subsidiary to, and each
      Restricted Entity will not, engage in any Asset Swaps, unless:

     

    
      
        
        

      

      
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    (1) at
      the time of entering into such Asset Swap and immediately after giving effect
      to
      such Asset Swap, no Default or Event of Default shall have occurred and be
      continuing or would occur as a consequence thereof;

     

    (2) the
      Related Business Assets that are the subject of such Asset Swap have a
      substantially comparable fair market value;

     

    (3) in
      the event such Asset Swap involves the transfer by the Company or any Restricted
      Entity of assets having an aggregate fair market value, as determined by the
      Board of Directors in good faith, in excess of $10 million, the terms of such
      Asset Swap have been approved by a majority of the members of the Board of
      Directors; and

     

    (4) any
      cash received shall be applied in accordance with Section
      4.10(a)(3).

     

    (e) To
      the extent that the provisions of any securities laws or regulations conflict
      with provisions of this Section 4.10, the Issuers will comply with the
      applicable securities laws and regulations and will not be deemed to have
      breached its obligations hereunder and this Section 4.10 by virtue of its
      compliance with such securities laws or regulations.

     

    
      	
              Section
                4.11  

            	
              Limitation
                on
                Transactions with
                Affiliates.

            


    

     

    (a) The
      Company shall not, and shall not permit any Restricted Subsidiary to, and each
      Restricted Entity shall not, enter into or permit to exist any transaction
      (including the purchase, sale, lease or exchange of any property, employee
      compensation arrangements or the rendering of any service) with, or for the
      benefit of, any Affiliate of the Company (an “Affiliate Transaction”)
      involving (together
      with any related Affiliate Transactions) aggregate consideration in excess
      of
      $10 million, unless:

     

    (1) the
      terms of the Affiliate Transaction are not materially less favorable taken
      as a
      whole to the Company or such Restricted Entity than those that could be obtained
      at the time of the Affiliate Transaction in arm’s-length dealings with a Person
      who is not an Affiliate; and

     

    (2) if
      such Affiliate Transaction (together with any related Affiliate Transactions)
      involves an amount in excess of $15.0 million, the terms of the Affiliate
      Transaction are set forth in writing and a majority of the non-employee
      directors of the General Partner disinterested with respect to such Affiliate
      Transaction have determined in good faith that the criteria set forth in clause
      (1) are satisfied and have approved the relevant Affiliate
      Transaction.

     

    (b) The
      provisions of the preceding paragraph (a) shall not prohibit:

     

    (1) Restricted
      Payments, in each case permitted to be made pursuant to Section 4.08, and
      Permitted Investments;

     

    (2) any
      issuance of securities, or other payments, awards or grants in cash, securities
      or otherwise pursuant to, or the funding of, employment arrangements, stock
      options and stock ownership plans approved by the Board of
      Directors;

     

    (3) loans
      or advances to employees in the ordinary course of business in accordance with
      the past practices of the Company or the Restricted Entities, but in any event
      not to exceed $2.5 million in the aggregate outstanding at any one
      time;

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    (4) the
      payment of reasonable and customary fees to, and indemnity provided on behalf
      of, officers, directors, employees or consultants of the Company or the
      Restricted Entities;

     

    (5) transactions
      between or among the Company and the Restricted Entities;

     

    (6) the
      issuance or sale of any Capital Stock (other than Disqualified Stock) of the
      Company and the granting and the performance of registration
      rights;

     

    (7) any
      agreement as in effect on the Issue Date, as these agreements may be amended,
      modified, supplemented, extended or renewed from time to time (so long as any
      amendment, modification, supplement, extension or renewal is not materially
      less
      favorable, taken as a whole, to the Company and the Restricted Entities) and
      the
      transactions evidenced or contemplated thereby or as these agreements may be
      extended or renewed in accordance with this clause (7);

     

    (8) transactions
      with customers, clients, suppliers, or purchasers or sellers of goods or
      services, in each case in the ordinary course of business and otherwise in
      compliance with the terms of this Indenture which are fair to the Company and
      the Restricted Entities, in the reasonable determination of the Board of
      Directors or the senior management of the Company, or are on terms at least
      as
      favorable as might reasonably have been obtained at such time from an
      unaffiliated party;

     

    (9) the
      entering into agreements with equity holders of the Company including, without
      limitation, the entering into and performance of shareholder agreements and
      registration rights agreements and amendments to existing similar
      agreements;

     

    (10) Affiliate
      Transactions with a Person solely in its capacity as a holder of debt or equity
      securities where such Person is treated no more favorably in such transaction
      than any other security holders who are not Affiliates; and

     

    (11) Transactions
      pursuant to, contemplated by or in connection with (i) the Coop Agreement,
      (ii)
      the MCSA, and/or (iii) the Securities Purchase Agreement.

     

    
      	
              Section
                4.12  

            	
              Future
                Guarantors.

            


    

     

    If
      the Company or any of the Restricted Entities acquires or creates another
      domestic Subsidiary after the date of this Indenture, then that newly acquired
      or created domestic Subsidiary shall become a Guarantor and execute a
      supplemental indenture within 10 Business Days of the date on which it was
      acquired or created; provided that all
      Subsidiaries that are Immaterial Subsidiaries or that have properly been
      designated as Unrestricted Entities under this Indenture shall not become
      Guarantors for so long as they continue to constitute Immaterial Subsidiaries
      or
      Unrestricted Entities, as the case may be.  Additionally, the Company
      shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel,
      each stating that such supplemental Indenture complies with the applicable
      provisions of this Indenture, that all conditions precedent in this Indenture
      relating to such transaction have been satisfied and that such supplemental
      Indenture is enforceable, subject to customary qualifications.

     

    
      	
              Section
                4.13  

            	
              Limitation
                on
                Restrictions on Distributions
                from Restricted
                Subsidiaries and Restricted
                Entities.

            


    

     

    The
      Company shall not, and shall not permit any Restricted Subsidiary to, and each
      Restricted Entity shall not, create or otherwise cause or permit to exist or
      become effective any consensual 

     

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

    encumbrance
      or consensual restriction on the ability of any Restricted Entity to (a) pay
      dividends or make any other distributions on its Capital Stock to the Company
      or
      a Restricted Entity or pay any Indebtedness owed to the Company or any
      Restricted Entity, (b) make any loans or advances to the Company or any
      Restricted Entity or (c) transfer any of its property or assets to the Company
      or any Restricted Entity, except:

     

    (1) with
      respect to clauses (a), (b) and (c),

     

    (A) any
      encumbrance or restriction pursuant to an agreement in effect at or entered
      into
      on the Issue Date;

     

    (B) any
      encumbrance or restriction with respect to a Restricted Entity pursuant to
      an
      agreement relating to any Capital Stock or Indebtedness Incurred by such
      Restricted Entity on or prior to the date on which such Restricted Entity was
      acquired by the Company (other than Indebtedness Incurred as consideration
      in,
      or to provide all or any portion of the funds or credit support utilized to
      consummate, the transaction or series of related transactions pursuant to which
      such Restricted Entity became a Restricted Entity or was acquired by the
      Company) and outstanding on such date;

     

    (C) any
      encumbrance or restriction pursuant to an agreement effecting a Refinancing
      of
      Indebtedness Incurred pursuant to an agreement referred to in clause (A)
      or (B) of clause (1) of this Section 4.13 or this clause (C) or contained
      in any amendment supplement, restatement, renewal or modification to an
      agreement referred to in clause (A) or (B) of clause (1) of this Section 4.13
      or
      this clause (C); provided, however,
      that the
      encumbrances and restrictions with respect to such Restricted Entity contained
      in any such refinancing agreement or amendment are not materially more
      restrictive, taken as a whole, to the Company and the Restricted Entities than
      encumbrances and restrictions with respect to such Restricted Entity contained
      in such predecessor agreements on the Issue Date or the date such Restricted
      Entity became a Restricted Entity, whichever is applicable;

     

    (D) any
      encumbrance or restriction with respect to a Restricted Entity (or any of its
      property or assets) imposed pursuant to an agreement entered into for the sale
      or disposition of all or substantially all the Capital Stock or assets of such
      Restricted Entity (or the property or assets that are subject to such
      restriction) pending the closing of such sale or disposition;

     

    (E) any
      encumbrance or restriction consisting of net worth provisions in leases and
      other agreements entered into by the Company or any Restricted Entity in the
      ordinary course of business;

     

    (F) any
      encumbrance or restriction consisting of customary provisions in joint venture
      agreements relating to joint ventures that are not Restricted Entities and
      other
      similar agreements entered into in the ordinary course of business;

     

    (G) customary
      non-assignment provisions in contracts, licenses and leases entered into in
      the
      ordinary course of business; and

     

    (H) restrictions
      contained in any agreement related to property acquired after the Issue Date
      and
      which is not applicable to any other property and which were not put in place
      in
      contemplation of the acquisition of such property;

     

    (2) with
      respect to clause (c) only,

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

    (A) any
      encumbrance or restriction consisting of customary nonassignment provisions
      in
      leases governing leasehold interests to the extent such provisions restrict
      the
      assignment or transfer of the lease or the property leased thereunder;
      and

     

     

    (B) Liens
      securing Indebtedness that are permitted hereunder that limit the right of
      the
      debtor to dispose of the assets subject to such Lien.

     

    
      	
              Section
                4.14  

            	
              Payments
                for
                Consent.

            


    

     

    The
      Company shall not, and shall not permit any Restricted Subsidiary or Affiliate
      to, and each Restricted Entity and Affiliate shall not, directly or indirectly,
      pay or cause to be paid any consideration, whether by way of cash, securities,
      interest, fee or otherwise, to any holder of any Notes for or as an inducement
      to any consent, waiver or amendment of any of the terms or provisions of this
      Indenture or the Notes unless such consideration is offered to be paid or agreed
      to be paid to all holders of the Notes which so consent, waive or agree to
      amend
      in the time frame set forth in solicitation documents relating to such consent,
      waiver or agreement.

     

    
      	
              Section
                4.15  

            	
              Corporate
                Existence.

            


    

     

    Subject
      to Article 5 hereof, the Company and each Restricted Entity shall do or cause
      to
      be done all things necessary to preserve and keep in full force and effect
      (i) its existence in accordance with the respective organizational
      documents (as the same may be amended from time to time) of the Company and
      each
      Restricted Entity and the rights (charter and statutory), licenses and
      franchises of the Company and its Restricted Entities; provided, however,
      that, except as
      otherwise required by this Indenture, the Company and each Restricted Entity
      shall not be required to preserve any such right, license or franchise, or
      the
      corporate, partnership or other existence of any of its Restricted Entities,
      if
      the Board of Directors shall determine that the preservation thereof is no
      longer desirable in the conduct of the business of the Company and its
      Restricted Entities, taken as a whole.  Notwithstanding anything to
      the contrary contained in this Section 4.15 the Company or any Restricted Entity
      may change its partnership, corporate or other existence to another form of
      existence; provided,
      that for so long as the Company or any successor or obligor under the Notes
      is a
      limited liability company, partnership or trust there shall be a co-issuer
      of
      the Notes that is a Wholly Owned Subsidiary of the Company and that is a
      corporation organized and existing under the laws of the United States or any
      state thereof or the District of Columbia.

     

    
      	
              Section
                4.16  

            	
              Change
                of
                Control.

            


    

     

     

    (a) Upon
      the occurrence of a Change of Control, each holder shall have the right to
      require that the Issuers repurchase such holder’s Notes at a purchase price in
      cash equal to 101% of the then outstanding principal amount thereof on the
      date
      of purchase plus accrued and unpaid interest, if any, to (but excluding) the
      date of purchase (subject to the right of holders of record on the relevant
      record date to receive interest due on the relevant interest payment date),
      in
      accordance with the terms contemplated in this Section 4.16.

     

    (b) Within
      30 days following any Change of Control, the Company shall mail a notice to
      each
      holder with a copy to the Trustee (the “Change of Control Offer”)
      stating:

     

    (1) that
      a Change of Control has occurred and that such holder has the right to require
      us to purchase such holder’s Notes at a purchase price in cash equal to 101% of
      the then outstanding principal amount thereof on the date of purchase, plus
      accrued and unpaid interest, if any, to (but excluding) the date of
      purchase (subject to the right of holders of record on the relevant record
      date
      to receive interest on the relevant interest payment date);

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

    (2) the
      circumstances and relevant facts regarding such Change of Control;

     

    (3) the
      purchase date (which shall be no earlier than 30 days nor later than 60 days
      from the date such notice is mailed); and

     

    (4) the
      instructions, as determined by the Company, consistent with this Section 4.16
      that a holder must follow in order to have its Notes purchased.

     

    (c) Holders
      electing to have Notes purchased will be required to surrender the Notes, with
      an appropriate form duly completed, to the Company at the address specified
      in
      the notice at least three Business Days prior to the purchase date. Holders
      will
      be entitled to withdraw their election if the Trustee or the Company receives
      not later than one Business Day prior to the purchase date, a telegram,
      facsimile transmission or letter setting forth the name of the holder, the
      principal amount of the Notes which was delivered for purchase by the holder
      and
      a statement that such holder is withdrawing his election to have such Notes
      purchased.

     

    (d) On
      the purchase date, all Notes purchased by the Issuers under this Section shall
      be delivered by the Company to the Trustee for cancellation, and the Issuers
      shall pay the purchase price specified in paragraph (a) plus accrued and unpaid
      interest, if any, to the holders entitled thereto.

     

    (e) Notwithstanding
      the foregoing, the Issuers shall not be required to make a Change of Control
      Offer following a Change of Control if a third party makes the Change of Control
      Offer in the manner, at the times and otherwise in compliance with the
      requirements set forth in this Section 4.16 applicable to a Change of Control
      Offer made by us and purchases all Notes validly tendered and not withdrawn
      under such Change of Control Offer.  In addition, the Issuers shall not be
      required to make a Change of Control Offer following a Change of Control if
      the
      Issuers have exercised their right to redeem all, but not less than all, of
      the
      Notes.

     

    (f) The
      Issuers will comply, to the extent applicable, with the requirements of Section
      14(e) of the Exchange Act and any other securities laws or regulations in
      connection with the repurchase of Notes pursuant to a Change of Control
      Offer.  To the extent that the provisions of any securities laws or
      regulations conflict with the provisions of this Section 4.16, the Issuers
      will
      comply with the applicable securities laws and regulations and will be deemed
      not to have breached its obligations under this Section 4.16 by virtue of such
      compliance.

     

    
      	
              Section
                4.17  

            	
              Maintenance
                of Office
                or Agency.

            


    

     

    The
      Issuers shall maintain an office or agency where Notes may be surrendered for
      registration of transfer or exchange or for presentation for payment and where
      notices and demands to or upon the Company in respect of the Notes and this
      Indenture may be served.  The Issuers shall give prompt written notice
      to the Trustee of the location, and any change in the location, of such office
      or agency.  If at any time the Issuers shall fail to maintain any such
      required office or agency or shall fail to furnish the Trustee with the address
      thereof, such presentations, surrenders, notices and demands may be made or
      served at the address of the Trustee as set forth in Section 11.01.

     

    The
      Issuers may also from time to time designate one or more other offices or
      agencies where the Notes may be presented or surrendered for any or all such
      purposes and may from time to time rescind such designations.  The
      Issuers shall give prompt written notice to the Trustee of such designation
      or
      rescission and of any change in the location of any such other office or
      agency.

     

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

    The
      Issuers hereby initially designate the Corporate Trust Office of the Trustee
      set
      forth in Section 11.01 as such office of the Company.

     

    
      	
              Section
                4.18  

            	
              Maintenance
                of
                Insurance.

            


    

     

     

    (a) The
      Company shall obtain, and shall cause the Restricted Subsidiaries to obtain,
      and
      the Restricted Entities shall obtain, prior to the launch of each satellite
      and
      shall maintain launch insurance with respect to each satellite launch covering
      the period from the launch to 180 days following the launch of each satellite
      on
      such terms (including coverage period, exclusions, limitations on coverage,
      co-insurance, deductibles and coverage amount) as is customary in the industry
      for similar persons at the time of such launch.  In the event that the
      Company constructs a spare satellite (“ground spare”), the amount of
      coverage may be reduced if it is in the best interest of the Company, but in
      no
      event to an amount less than the cost to launch and insure the launch for the
      ground spare.

     

    (b) The
      Company shall, and shall cause the Restricted Subsidiaries to, and the
      Restricted Entities shall, procure and maintain Full In-orbit Insurance, with
      respect to each satellite they own (other than satellites that were in orbit
      as
      of the Original Issue Date) unless at the time of securing such Full In-Orbit
      Insurance there has occurred and is continuing a material adverse change in
      market conditions for the obtaining of Full In-orbit Insurance since the Issue
      Date such that it would be commercially unreasonable for the Company and the
      Restricted Entities to maintain such Full In-orbit Insurance.  Such Full
      In-Orbit Insurance shall be on such terms (including exclusions, limitations
      on
      coverage, coinsurance, deductibles and coverage amount) as is customary in
      the
      industry for similar persons at the time of procurement; provided, however,
      that with the
      exception of the initial procurement of Full In-Orbit Insurance for a satellite
      that experienced a loss that either occurred during the launch insurance
      coverage period or was otherwise covered by launch insurance, in no event shall
      the coverage amount be less than the net book value of the satellite, assuming
      straight-line depreciation over the life of the satellite, as adjusted for
      impairment.  In the event that the expiration and non-renewal of Full
      In-Orbit Insurance for such a satellite resulting from a claim of loss under
      such policy causes a failure to comply with the proviso to the immediately
      preceding sentence the Company shall be deemed to be in compliance with the
      proviso to the immediately preceding sentence for the 120 days immediately
      following such expiration or non-renewal, provided that the Company
      procures such Full In-Orbit Insurance as necessary to comply with the preceding
      proviso within 120 day period.

     

    Insurance
      policies obtained or renewed after the Issue Date required by the foregoing
      paragraphs (a) and (b) shall:

     

    (1) contain
      no exclusions other than exclusions as may be customary for policies of such
      type and such other exclusions or limitations of coverage as may be applicable
      to a substantial portion of satellites of the same model or relating to systemic
      failures or anomalies as are then customary in the satellite insurance market;
      and

     

    (2) provide
      coverage for all risks of loss and damage to the satellite.

     

     

    
      	
              Section
                4.19  

            	
              Limitation
                on Business
                Activities of Finance Co.

            


    

     

    Finance
      Co. shall not hold any material assets, become liable for any material
      obligations, engage in any trade or business, or conduct any business activity,
      other than the issuance of its Capital Stock to the Company or any Wholly Owned
      Subsidiary, the Incurrence of Indebtedness as a co-obligor or guarantor of
      Indebtedness Incurred by the Company, including the Notes and the Old Notes,
      that is permitted to be Incurred by the Company under Section 4.06 and
      activities incidental thereto.  For so long as the Company or any
      successor or obligor under the Notes is a limited liability company, partnership
      or 

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

     

    trust
      there shall be a co-issuer of the Notes that is a Wholly Owned Subsidiary of
      the
      Company and that is a corporation organized and existing under the laws of
      the
      United States or any state thereof or the District of Columbia.

     

    
      	
              Section
                4.20  

            	
              Certain
                Matters in
                Connection with Licenses.

            


    

     

    The
      Company shall maintain direct ownership of all of the Capital Stock of the
      FCC
      License Subsidiary.  All FCC Licenses in existence on the Issue Date
      or acquired after the Issue Date shall be held by the FCC License Subsidiary
      except as required by law or administrative action; provided that MSV
      International LLC is permitted to own the FCC License with respect to the
      operation of a satellite in Latin America that it owned as of the Original
      Issue
      Date.  The Company shall not transfer or dispose of any Capital Stock
      it directly or indirectly owns in Mobile Satellite Ventures (Canada)
      Inc.  All Industry Canada Licenses in existence on the Issue Date or
      acquired after the Issue Date shall be held by Mobile Satellite Ventures Corp.
      or Mobile Satellite Ventures (Canada) Inc., as the case may be, except as
      required by law or administrative action.

     

    
      	
              Section
                4.21  

            	
              Limitation
                on Line of
                Business.

            


    

     

    The
      Company shall not, and shall not permit any Restricted Subsidiary to, and each
      Restricted Entity shall not, engage in any business other than a Related
      Business.

     

    
      	
              Section
                4.22  

            	
              Calculation
                of
                Original Issue Discount.

            


    

     

    The
      Company shall file with the Trustee promptly at the end of each calendar year
      (i) a written notice specifying the amount of original issue discount (including
      daily rates and accrual periods) accrued on outstanding Notes as of
      the end of such year and (ii) such other specific information relating to such
      original issue discount as may be required to be provided to the Trustee or
      to
      the holders of the Notes pursuant to the Internal Revenue Code of 1986, as
      amended, and the regulations issued thereunder.

     

    
      	
              Section
                4.23  

            	
              Reimbursement
                Offer.

            


    

     

     

    (a) In
      the event of a Reimbursement Event, the Issuers shall make an offer to holders
      of the Notes (a “Reimbursement Offer”)
      to purchase the
      Notes tendered pursuant to the Reimbursement Offer at a purchase price of
      100% of their then outstanding principal amount plus accrued and unpaid
      interest to the date of the purchase,  in accordance with the
      procedures set forth in Section 4.23(b).  If the aggregate purchase price
      of the Notes tendered exceeds the Net Available Reimbursement Proceeds, the
      Trustee will select the Notes to be purchased on a pro rata basis but in round
      denominations, which in the case of the Notes will be denominations of $1,000
      principal amount or multiples thereof.  To the extent that the aggregate
      amount of Notes tendered is less than the Net Available Reimbursement Proceeds
      required to be used to make the Reimbursement Offer to the holders of Notes,
      the
      Company may use such excess Net Available Reimbursement Proceeds for any other
      purpose not prohibited by this Indenture.

     

    (b) Promptly,
      and in any event within 10 days after the Company becomes obligated to make
      a Reimbursement Offer pursuant to Section 4.23, the Company shall deliver to
      the
      Trustee and send, by first-class mail to each holder, a written notice stating
      that the holder may elect to have its Notes purchased by the Issuers either
      in
      whole or in part (subject to prorating as described in Section 4.23(a) in the
      event the Reimbursement Offer is oversubscribed) in integral multiples of $1,000
      principal amount, at the applicable purchase price set forth in
      Section 4.23(a).  The notice shall specify a purchase date not less
      than 30 days nor more than 60 days after the date of such notice (the “Reimbursement Purchase
      Date”) and shall
      contain all instructions and materials necessary to tender Notes pursuant to
      the
      Reimbursement Offer, together with the information contained in clause
      (3).

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    (1) Not
      later than the date upon which written notice of a Reimbursement Offer is
      delivered to the Trustee as provided below, the Company shall deliver to the
      Trustee an Officer’s Certificate as to the amount of the Reimbursement
      Offer (the “Reimbursement
      Offer Amount”).  On
      the
      Reimbursement Purchase Date, the Company shall irrevocably deposit with the
      Trustee or with a Paying Agent in Temporary Cash Investments, maturing on the
      last day prior to the Reimbursement Purchase Date or on the Reimbursement
      Purchase Date if funds are immediately available by open of business, an amount
      equal to the Reimbursement Offer Amount to be held for payment in accordance
      with the provisions of this Section.  Upon the expiration of the period for
      which the Reimbursement Offer remains open (the “Reimbursement Offer
      Period”), the Company shall
      deliver to the Trustee for cancellation the Notes or portions thereof which
      have
      been properly tendered to and are to be accepted by the Company. The Trustee
      shall, on the Reimbursement Purchase Date, mail or deliver payment (or cause
      the
      delivery of payment) to each tendering holder in the amount of the purchase
      price. In the event that the aggregate purchase price of the Notes delivered
      by
      the Company to the Trustee is less than the Reimbursement Offer Amount
      applicable to the Notes, the Trustee shall deliver the excess to the Company
      immediately after the expiration of the Reimbursement Offer Period for
      application in accordance with this Section 4.23.

     

     

    (2) Holders
      electing to have Notes purchased shall be required to surrender the Notes,
      with
      an appropriate form duly completed, to the Company at the address specified
      in
      the notice at least three Business Days prior to the Reimbursement Purchase
      Date. Holders shall be entitled to withdraw their election if the Trustee or
      the
      Company receives not later than one Business Day prior to the Reimbursement
      Purchase Date, a facsimile transmission or letter setting forth the name of
      the
      holder, the principal amount of the Notes which were delivered for purchase
      by
      the holder and a statement that such holder is withdrawing his election to
      have
      such Notes purchased. Holders whose Notes are purchased only in part shall
      be
      issued new Notes equal in principal amount to the unpurchased portion of the
      Notes surrendered.

     

     

    (3) At
      the time the Company delivers Notes to the Trustee which are to be accepted
      for
      purchase, the Company shall also deliver an Officer’s Certificate stating that
      such Notes are to be accepted by the Company pursuant to and in accordance
      with
      the terms of this Section.  Notes shall be deemed to have been
      accepted for purchase at the time the Trustee, directly or through an agent,
      mails or delivers payment therefor to the surrendering holder.

     

     

    (c) To
      the extent that the provisions of any securities laws or regulations conflict
      with provisions of this Section 4.23, the Issuers will comply with the
      applicable securities laws and regulations and will not be deemed to have
      breached its obligations hereunder and this Section 4.23 by virtue of its
      compliance with such securities laws or regulations.  Notwithstanding
      the foregoing, the Issuers shall not be required to make a Reimbursement Offer
      following a Reimbursement Event if a third party makes the Reimbursement Offer
      in a manner, at the times and otherwise in compliance with this Section
      4.23.

     

     

    ARTICLE
      V 

     

    SUCCESSOR
      CORPORATION

     

    
      	
              Section
                5.01  

            	
              Limitation
                on
                Consolidation, Merger and Sale of
                Property.

            


    

     

     

    (a) The
      Company shall not consolidate with or merge with or into, or convey, transfer
      or
      lease, in one transaction or a series of transactions, directly or indirectly,
      all or substantially all of its assets to, any Person, unless:

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    (1) the
      resulting, surviving or transferee Person (the “Successor Company”) shall be
      a Person organized and existing under the laws of the United States of America,
      any State thereof or the District of Columbia and the Successor Company (if
      not
      the Company) shall expressly assume, by an indenture supplemental hereto,
      executed and delivered to the Trustee, in form reasonably satisfactory to the
      Trustee, all the obligations of the Company under the Notes and this
      Indenture;

     

     

    (2) immediately
      after giving pro forma effect to such transaction (and treating any Indebtedness
      which becomes an obligation of the Successor Company or any Subsidiary as a
      result of such transaction as having been Incurred by such Successor Company
      or
      such Subsidiary at the time of such transaction), no Default shall have occurred
      and be continuing;

     

     

    (3) immediately
      after giving pro forma effect to such transaction, the Successor Company would
      have a Consolidated Leverage Ratio equal to or better than immediately prior
      to
      the transaction; and

     

     

    (4) the
      Company shall have delivered to the Trustee an Officer’s Certificate and an
      Opinion of Counsel, each stating that such consolidation, merger or transfer
      and
      such supplemental indenture (if any) comply with this Indenture;

     

    provided,
however,
      that clause (3) will
      not be applicable to (A) a Restricted Entity consolidating with, merging into
      or
      transferring all or part of its properties and assets to the Company (so long
      as
      no Capital Stock of the Company is distributed to any Person) or (B) the Company
      merging with an Affiliate of the Company solely for the purpose and with the
      sole effect of reincorporating the Company in another jurisdiction.

     

    For
      purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer
      or other disposition of all or substantially all of the properties and assets
      of
      one or more Subsidiaries of the Company or Canadian Joint Ventures, which
      properties and assets, if held by the Company instead of such Subsidiaries
      or
      Canadian Joint Ventures, would constitute all or substantially all of the
      properties and assets of the Company on a consolidated basis, shall be deemed
      to
      be the transfer of all or substantially all of the properties and assets of
      the
      Company.

     

    The
      Successor Company will be the successor to the Company and shall succeed to,
      and
      be substituted for, and may exercise every right and power of, the Company
      under
      this Indenture, and the predecessor Company, except in the case of a lease,
      shall be released from the obligation to pay the principal of and interest
      on
      the Notes.

     

     

    (b) No
      Guarantor shall consolidate with or merge with or into, or convey, transfer
      or
      lease, in one transaction or a series of transactions, directly or indirectly,
      all or substantially all its assets to, any Person, unless:

     

     

    (1) the
      Person formed by, resulting from or surviving any such consolidation or merger
      (if other than such Guarantor):

     

    (a)           expressly
      assumes, by an indenture supplemental hereto, executed and delivered to the
      Trustee, in form reasonably satisfactory to the Trustee, all the obligations
      of
      such Guarantor under its Guarantee and this Indenture; and

     

     

    
      
        
        

      

      
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    (b)           delivers
      to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
      that such consolidation, merger or transfer and such supplemental indenture
      (if
      any) comply with this Indenture; and

     

     

    (2) immediately
      after giving pro forma effect to such transaction (and treating any Indebtedness
      which becomes an obligation of such Person as a result of such transaction
      as
      having been Incurred by such Person at the time of such transaction), no Default
      shall have occurred and be continuing.  The provisions of this Section
      5.01(b) shall not apply to the merger of any Guarantors with or into each
      other or with or into the Company, provided, however,
      that such
      transaction shall otherwise comply with this Indenture.

     

    Upon
      any consolidation or merger, or any transfer of all or substantially all of
      the
      assets of any Guarantor in accordance with Section 5.01(b), the successor Person
      formed by such consolidation or into which the such Guarantor is merged or
      to
      which such transfer (other than by way of lease) is made shall succeed to,
      and
      be substituted for, and may exercise every right of, such Guarantor under this
      Indenture with the same effect as if such successor Person had been named as
      such Guarantor herein, and thereafter the predecessor Person shall be relieved
      of all obligations and covenants under this Indenture and the
      Notes.

     

    
      	
              Section
                5.02  

            	
              Substitution
                of
                Company.

            


    

     

    The
      Company may substitute the Parent in respect of all of the Company’s obligations
      under the Notes and this Indenture on an unsecured and unsubordinated basis
      if:

     

     

    (1) the
      Parent shall expressly assume, by an indenture supplemental hereto, executed
      and
      delivered to the Trustee, in form satisfactory to the Trustee, all the
      obligations of the Company under the Notes and this Indenture;

     

     

    (2) immediately
      after giving pro forma effect to such substitution (and assuming the covenants
      of this Indenture would apply to the Parent on the same basis that they apply
      to
      the Company immediately prior to such substitution and treating all Indebtedness
      of the Parent and its Subsidiaries as Incurred at the time of substitution),
      no
      Default shall have occurred and be continuing;

     

     

    (3) immediately
      after giving pro forma effect to such substitution, the Parent would have a
      Consolidated Leverage Ratio equal to or better than that of the Company
      immediately prior to such substitution;

     

     

    (4) the
      Parent shall comply with Section 4.12; and

     

     

    (5) the
      Company shall have delivered to the Trustee an Officer’s Certificate and an
      Opinion of Counsel, each stating that such substitution and such supplemental
      indenture comply with this Indenture and stating that this Indenture and the
      Notes are the legal valid and binding obligation of the Parent and enforceable
      against the Parent in accordance with their terms.

     

    In
      the event the Parent is substituted for the Company pursuant to the terms
      hereof, the Parent will be the successor to the Company and shall succeed to,
      and be substituted for, and may exercise every right and power of, and will
      be
      subject to all of the obligations and covenants of, the Company and the General
      Partner under this Indenture, all obligations of the Guarantors under this
      Indenture and the Guarantees shall remain unchanged and the Company shall be
      deemed a Restricted Subsidiary of the Parent and shall immediately become a
      Guarantor hereunder.

     

    
      
        
        

      

      
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    ARTICLE
      VI

     

    DEFAULTS
      AND REMEDIES

     

    
      	
              Section
                6.01  

            	
              Events
                of
                Default.

            


    

     

    Each
      of the following is an Event of Default (each, an “Event of
      Default”):

     

    (1) a
      default in the payment of any interest on any Note when the same becomes due
      and
      the default continues for a period of 30 days;

     

    (2) a
      default in the payment of any principal of, or premium, if any, on the Notes
      when the same becomes due at its Stated Maturity, upon any optional redemption,
      upon required repurchase, upon declaration of acceleration or
      otherwise;

     

    (3) the
      Issuers or any Guarantor defaults in the observation or performance of its
      obligations under the provisions of Article 5 above;

     

    (4) the
      Issuers or any Guarantor defaults in the observance or performance of any other
      covenant or agreement in the Notes or this Indenture (other than a default
      that
      is the subject of the foregoing clauses (1), (2) or (3)) for 60 days after
      the
      Company receives written notice thereof specifying the default from the
      Trustee, or the Company and the Trustee receive written notice thereof
      specifying the default from the holders of not less than 25% of the aggregate
      principal amount of the Notes then outstanding;

     

    (5) Indebtedness
      of the Issuers or any Restricted Entity is not paid within any applicable grace
      period after final maturity or is accelerated by the holders thereof because
      of
      a default and the total amount of such Indebtedness unpaid or accelerated
      exceeds $10 million;

     

    (6) any
      final, nonappealable judgment or decree for the payment of money which, when
      taken together with all other final, nonappealable judgments or decrees for
      the
      payment of money, causes the aggregate amount of such judgments or decrees
      entered against the Issuers or any Restricted Entity to exceed $10 million
      (net
      of any amounts with respect to which a reputable and creditworthy insurance
      company has acknowledged liability), remains outstanding for a period of 60
      consecutive days following such judgment and is not discharged, waived or
      stayed;

     

    (7) either
      Issuer or any Significant Subsidiary or any Canadian Joint Venture that would
      constitute a Significant Subsidiary if such entity was a Subsidiary of the
      Company pursuant to or within the meaning of any Bankruptcy Law:

     

    (A) commences
      a voluntary case,

     

    (B) consents
      to the entry of an order for relief against it in an involuntary
      case,

     

    (C) consents
      to the appointment of a Custodian of it or for all or substantially all of
      its
      property,

     

    (D) makes
      a general assignment for the benefit of its creditors, or

     

    (E) generally
      is not paying its debts as they become due;

     

     

    
      
        
        

      

      
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    (8) a
      court of competent jurisdiction enters an order or decree under any Bankruptcy
      Law that:

     

    (A) is
      for relief against either Issuer or any Significant Subsidiary or any Canadian
      Joint Venture that would constitute a Significant Subsidiary if such entity
      was
      a Subsidiary of the Company in an involuntary case or comparable involuntary
      bankruptcy proceeding,

     

    (B) appoints
      a Custodian of either Issuer or any Significant Subsidiary or any Canadian
      Joint Venture that would constitute a Significant Subsidiary if such entity
      was
      a Subsidiary of the Company or for all or substantially all of the property
      of
      either Issuer or any Significant Subsidiary or any Canadian Joint Venture
      that would constitute a Significant Subsidiary if such entity was a Subsidiary
      of the Company, or

     

    (C) orders
      the liquidation of either Issuer or any Significant Subsidiary or any
      Canadian Joint Venture that would constitute a Significant Subsidiary if such
      entity was a Subsidiary of the Company,

     

    and
      the order or decree remains unstayed and in effect for 60 days; or

     

    (9) any
      Guarantee of a Guarantor that is a Significant Subsidiary or Canadian Joint
      Venture that would constitute a Significant Subsidiary if such entity was a
      Subsidiary of the Company ceases to be in full force and effect or becomes
      unenforceable or invalid or is declared null and void (other than in accordance
      with the terms of such Guarantee) or any Guarantor denies or disaffirms its
      obligations under its Guarantee.

     

    The
      term “Bankruptcy Law”
means Title 11, U.S.
      Code, the Bankruptcy and Insolvency Act (Canada), Companies
      Creditors’ Arrangements Act (Canada) and the Winding-Up and Restructuring Act
      (Canada) or any similar Federal, state or non-U.S. law or statute for the
      supervision, administration or relief of debtors, including, without limitation,
      bankruptcy or insolvency laws.  The term “Custodian” means any
      receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
      Law.

     

    
      	
              Section
                6.02  

            	
              Acceleration.

            


    

     

     

    If
      an Event of Default occurs and is continuing, the Trustee, by notice to the
      Issuers, or the holders of not less than 25% in aggregate principal amount
      of
      the Notes, by written notice to the Issuers and the Trustee, may declare to
      be
      immediately due and payable the outstanding principal amount of all the Notes
      then outstanding, plus premium, if any, and accrued but unpaid interest to
      the
      date of acceleration, in which event such amounts shall become immediately
      due
      and payable.  In case an Event of Default specified in Section 6.01(7)
      or (8) with respect to either Issuer occurs, such then outstanding principal
      amount, premium, if any, and interest with respect to all of the Notes shall
      be
      due and payable immediately without any declaration or other act on the part
      of
      the Trustee or the holders of the Notes.  After any such acceleration
      but before a judgment or decree based on acceleration is obtained by the
      Trustee, the holders of a majority in aggregate principal amount of outstanding
      Notes by notice to the Trustee may rescind and cancel such acceleration and
      its
      consequences if (i) all existing Events of Default, other than the
      nonpayment of accelerated then outstanding principal amount, premium, if any,
      or
      interest that has become due solely because of the acceleration, have been
      cured
      or waived, (ii) to the extent the payment of such interest is lawful,
      interest (at the same rate specified in the Notes) on overdue installments
      of
      interest and overdue then outstanding principal amount, premium, if any, or
      interest, which has become due otherwise than by such declaration of
      acceleration, has been paid, (iii) the Company has paid the Trustee its
      reasonable compensation and reimbursed the Trustee its expenses, disbursements
      and advances, (iv) the rescission would not conflict with any judgment or
      decree of a court of competent jurisdiction and 

     

     

    
      
        
        

      

      
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    (v) in
      the event of the cure or waiver of a Default or Event of Default described
      in
      Section 6.01(7) or (8), the Trustee has received an Officer’s Certificate and an
      Opinion of Counsel that such Default or Event of Default has been cured or
      waived.  No such rescission shall affect any subsequent Default or
      impair any right consequent thereto.

     

    
      	
              Section
                6.03  

            	
              Other
                Remedies.

            


    

     

    If
      an Event of Default occurs and is continuing, the Trustee may pursue any
      available remedy by proceeding at law or in equity to collect the payment of
      then outstanding principal amount or premium, if any, and interest on the Notes
      or to enforce the performance of any provision of the Notes or this Indenture
      and may take any necessary action requested of it as Trustee to settle,
      compromise, adjust or otherwise conclude any proceedings to which it is a
      party.

     

    The
      Trustee may maintain a proceeding even if it does not possess any of the Notes
      or does not produce any of them in the proceeding.  A delay or
      omission by the Trustee or any holder of Notes in exercising any right or remedy
      accruing upon an Event of Default shall not impair the right or remedy or
      constitute a waiver of or acquiescence in the Event of Default.  No
      remedy is exclusive of any other remedy.  All available remedies are
      cumulative.

     

    
      	
              Section
                6.04  

            	
              Waiver
                of Past
                Defaults and Events of
                Default.

            


    

     

    Subject
      to Sections 6.02, 6.07 and 8.02 hereof, the holders of a majority in aggregate
      principal amount of the Notes then outstanding have the right to waive any
      existing Default or Event of Default or compliance with any provision of this
      Indenture or the Notes.  Upon any such waiver, such Default shall
      cease to exist, and any Event of Default arising therefrom shall be deemed
      to
      have been cured for every purpose of this Indenture; but no such waiver shall
      extend to any subsequent or other Default or Event of Default or impair any
      right consequent thereto.

     

    
      	
              Section
                6.05  

            	
              Control
                by
                Majority.

            


    

     

    The
      holders of a majority in aggregate principal amount of the Notes then
      outstanding may direct the time, method and place of conducting any proceeding
      for any remedy available to the Trustee or exercising any trust or power
      conferred on the Trustee by this Indenture.  The Trustee may refuse to
      follow any direction that conflicts with law or this Indenture or that the
      Trustee determines may be unduly prejudicial to the rights of another holder
      not
      taking part in such direction, and the Trustee shall have the right to decline
      to follow any such direction if the Trustee, being advised by counsel,
      determines that the action so directed may not lawfully be taken or if the
      Trustee in good faith shall, by a Responsible Officer, determine that the
      proceedings so directed may involve it in personal liability; provided that
      the
      Trustee may take any other action deemed proper by the Trustee which is not
      inconsistent with such direction.

     

    
      	
              Section
                6.06  

            	
              Limitation
                on
                Suits.

            


    

     

    Subject
      to Section 6.07 below, a holder may not institute any proceeding with respect
      to
      this Indenture, or for the appointment of a receiver or trustee, or pursue
      any
      remedy with respect to this Indenture or the Notes unless:

     

    (1) such
      holder has previously given to the Trustee written notice of a continuing Event
      of Default;

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

     

    (2) the
      registered holders of at least 25% in aggregate principal amount of the Notes
      then outstanding, have made written request and offered indemnity to the Trustee
      reasonably satisfactory to the Trustee to institute such proceeding as trustee;
      and

     

     

    (3) the
      Trustee shall not have received from the registered holders of a majority in
      aggregate principal amount of the Notes then outstanding a direction
      inconsistent with such request and shall have failed to institute such
      proceeding within 60 days.

     

    A
      holder may not use this Indenture to prejudice the rights of another holder
      or
      to obtain a preference or priority over another holder.

     

    
      	
              Section
                6.07  

            	
              Rights
                of Holders to
                Receive Payment.

            


    

     

    Notwithstanding
      any other provision of this Indenture, the right of any holder of a Note to
      receive payment of principal of or premium, if any, and interest on the Note
      on
      or after the respective due dates expressed in the Note, or to bring suit for
      the enforcement of any such payment on or after such respective dates, is
      absolute and unconditional and shall not be impaired or affected without the
      consent of the holder.

     

    
      	
              Section
                6.08  

            	
              Collection
                Suit by
                Trustee.

            


    

     

    If
      an Event of Default in payment of principal, premium or interest specified
      in
      Section 6.01(l) or (2) hereof occurs and is continuing, the Trustee may
      recover judgment in its own name and as trustee of an express trust against
      the
      Issuers or the Guarantors (or any other obligor on the Notes) for the whole
      amount of unpaid principal, premium and accrued interest remaining unpaid,
      together with interest on overdue principal, premium and, to the extent that
      payment of such interest is lawful, interest on overdue installments of
      interest, in each case at the rate then borne by the Notes, and such further
      amounts as shall be sufficient to cover the costs and expenses of collection,
      including the reasonable compensation, expenses, disbursements and advances
      of
      the Trustee and its agents and counsel.

     

    
      	
              Section
                6.09  

            	
              Trustee
                May File
                Proofs of Claim.

            


    

     

    The
      Trustee may file such proofs of claim and other papers or documents as may
      be
      necessary or advisable in order to have the claims of the Trustee (including
      any
      claim for the reasonable compensation, expenses, disbursements and advances
      of
      the Trustee, its agents and counsel) and the holders allowed in any judicial
      proceedings relative to the Issuers or the Guarantors (or any other obligor
      upon
      the Notes), its creditors or its property and the Trustee shall be entitled
      and
      empowered to collect and receive any monies or other property payable or
      deliverable on any such claims and to distribute the same after deduction of
      its
      charges and expenses to the extent that any such charges and expenses are not
      paid out of the estate in any such proceedings and each custodian in any such
      judicial proceeding is hereby authorized by each holder to make such payments
      to
      the Trustee, and in the event that the Trustee shall consent to the making
      of
      such payments directly to the holders, to pay to the Trustee any amount due
      to
      it for the reasonable compensation, expenses, disbursements and advances of
      the
      Trustee, its agents and counsel, and any other amounts due the Trustee under
      Section 7.07 hereof.

     

    Nothing
      herein contained shall be deemed to authorize the Trustee to authorize or
      consent to or accept or adopt on behalf of any holder any plan of
      reorganization, arrangement, adjustment or composition affecting the Notes
      or
      the rights of any holder thereof, or to authorize the Trustee to vote in respect
      of the claim of any holder in any such proceeding.

     

     

    
      
        
        

      

      
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              Section
                6.10  

            	
              Priorities.

            


    

     

    Any
      money collected by the Trustee pursuant to this Article 6, or, after an Event
      of
      Default, any money or other property distributable in respect of the Issuers’ or
      Guarantors’ obligations under this Indenture, shall be paid in the following
      order:

     

    (1) FIRST:  to
      the Trustee for all amounts due under Section 7.07 hereof;

     

    (2) SECOND:  to
      Noteholders for due and unpaid amounts of principal, premium, if any, and
      interest on the Notes, ratably, without preference or priority of any kind,
      according to the amounts due and payable on the Notes held by each
      holder;

     

    (3) THIRD:  to
      the Company or as a court of competent jurisdiction may direct.

     

    The
      Trustee may fix a record date and payment date for any payment to holders
      pursuant to this Section 6.10.

     

    
      
        	
                Section
                  6.11  

              	
                Undertaking
                  for
                  Costs.

              


      

       

    

    In
      any suit for the enforcement of any right or remedy under this Indenture or
      in
      any suit against the Trustee for any action taken or omitted by it as Trustee,
      a
      court in its discretion may require the filing by any party litigant in the
      suit
      of an undertaking to pay the costs of the suit, and the court in its discretion
      may assess reasonable costs, including reasonable attorneys’ fees and expenses,
      against any party litigant in the suit, having due regard to the merits and
      good
      faith of the claims or defenses made by the party litigant.  This
      Section 6.11 does not apply to a suit by the Trustee, a suit by a holder
      pursuant to Section 6.07 hereof or a suit by holders of more than 10% in
      aggregate principal amount of the Notes then outstanding.

     

    ARTICLE
      VII

     

    TRUSTEE

     

    
      	
              Section
                7.01  

            	
              Duties
                of
                Trustee.

            


    

     

    (a) If
      an Event of Default has occurred and is continuing, the Trustee shall exercise
      such of the rights and powers vested in it by this Indenture and use the same
      degree of care and skill in their exercise as a prudent person would exercise
      under the same circumstances in the conduct of such person’s own
      affairs.

     

    (b) Except
      during the continuance of an Event of Default:

     

    (1) The
      Trustee need perform those duties and only those duties that are specifically
      set forth in this Indenture and no others shall be inferred or implied, nor
      shall any implied covenants or obligations be read into this Indenture against
      the Trustee.

     

    (2) In
      the absence of bad faith on its part, the Trustee may conclusively rely, as
      to
      the truth of the statements and the correctness of the opinions expressed
      therein, upon certificates or opinions furnished to it and conforming to the
      applicable requirements of this Indenture but, in the case of any such
      certificates or opinions which by any provision hereof are specifically required
      to be furnished to the Trustee, the Trustee shall be under a duty to examine
      the
      same to determine whether or not they conform to the requirements of this
      Indenture (but need not confirm 

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

     

    or
      investigate the accuracy of mathematical calculations or other facts, or the
      statements or opinions stated therein).

     

    (c) The
      Trustee may not be relieved from liability for its own negligent action, its
      own
      negligent failure to act, or its own willful misconduct, except
      that:

     

    (1) This
      paragraph does not limit the effect of paragraphs (b) and (d) of this Section
      7.01.

     

    (2) The
      Trustee shall not be liable for any error of judgment made in good faith by
      a
      Responsible Officer, unless it is proved that such Person was negligent in
      ascertaining the pertinent facts.

     

    (3) The
      Trustee shall not be liable with respect to any action it takes or omits to
      take
      in good faith in accordance with a direction received by it pursuant to
      Section 6.02 or 6.05 hereof.

     

    (d) Notwithstanding
      anything to the contrary contained herein, no provision of this Indenture shall
      require the Trustee to expend or risk its own funds or otherwise incur any
      financial liability in the performance of its duties hereunder, or in the
      exercise of any of its rights or powers, if it shall have reasonable grounds
      for
      believing that repayment of such funds or adequate indemnity satisfactory to
      it
      against such risk or liability is not reasonably assured to it.

     

    (e) The
      Trustee may refuse to perform any duty or exercise any right or power unless
      it
      receives indemnity reasonably satisfactory to it against any loss, liability,
      expense or fee.

     

    (f) The
      Trustee shall not be liable for interest on, or for the investment of, any
      money
      or other property received by it except as the Trustee may agree in writing
      with
      the Company, Finance Co. or any Guarantor.  Money held in trust by the
      Trustee need not be segregated from other funds except to the extent required
      by
      law.

     

    (g) No
      provision of this Indenture shall be deemed to impose any duty or obligation
      on
      the Trustee to perform any act or acts, receive or obtain any interest in
      property or exercise any interest in property, or exercise any right, power,
      duty or obligation conferred or imposed on it in any jurisdiction in which
      it
      shall be illegal, or in which the Trustee shall be unqualified or incompetent
      in
      accordance with applicable law, to perform any such act or acts, to receive
      or
      obtain any such interest in property or to exercise any such right, power,
      duty
      or obligation; and no permissive or discretionary power or authority available
      to the Trustee shall be construed to be a duty.

     

    (h) Whether
      or not therein expressly so provided, every provision of this Indenture relating
      to the conduct or affecting the liability of or affording protection to the
      Trustee shall be subject to the provisions of this Section.

     

    
      	
              Section
                7.02  

            	
              Rights
                of
                Trustee.

            


    

     

     

    Subject
      to Section 7.01 hereof:

     

    (1) The
      Trustee may conclusively rely and shall be fully protected in acting or
      refraining from acting upon any resolution, certificate, statement, instrument,
      opinion, report, notice, request, direction, consent, order, bond, debenture,
      note or any other document reasonably believed by it to be genuine and to have
      been signed or presented by the proper person.  The Trustee need not
      investigate any fact or matter stated in the document.

     

    
      
        
        

      

      
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    (2) Any
      request or direction of the Issuers mentioned herein shall be sufficiently
      evidenced by a Company Request or an Officer’s Certificate and any resolution of
      the Board of Directors of the applicable Issuer or any committee thereof (or
      committee of officers or other representatives of the Issuers, to the extent
      any
      such committee or committees have been so authorized by the Board of Directors)
      may be sufficiently evidenced by a certified copy thereof.

     

    (3) Before
      the Trustee acts or refrains from acting, it may require an Officer’s
      Certificate or an Opinion of Counsel, or both, which shall conform to the
      provisions of Section 11.04 hereof.  The Trustee shall be protected
      and shall not be liable for any action it takes or omits to take in good faith
      in reliance on such certificate or opinion.

     

    (4) The
      Trustee may act through agents and counsel and shall not be responsible for
      the
      misconduct or negligence of any agent or counsel appointed by it with due
      care.

     

    (5) The
      Trustee shall not be liable for any action it takes, suffers or omits to take
      in
      good faith which it reasonably believes to be authorized or within its
      discretion, rights or powers.

     

    (6) The
      Trustee may consult with counsel of its selection, and the advice or opinion
      of
      such counsel as to matters of law shall be full and complete authorization
      and
      protection from liability in respect of any action taken, omitted or suffered
      by
      the Trustee hereunder in good faith and in reliance thereon.

     

    (7) The
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in the Trustee by this Indenture at the request or direction of any
      of
      the holders of Notes pursuant to this Indenture, unless such holders shall
      have
      offered to the Trustee security or indemnity satisfactory to the Trustee against
      the costs, expenses and liabilities which might be incurred by the Trustee
      in
      compliance with such request or direction.

     

    (8) The
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, appraisal, request, direction, consent, order, bond, debenture, note,
      other evidence of indebtedness or other paper or document, but the Trustee,
      in
      its discretion, may make such further inquiry or investigation into such facts
      or matters as it may see fit, and, if the Trustee shall determine to make such
      further investigation, it shall be entitled to examine the books, records and
      premises of the Company, personally or by agent or attorney at the sole cost
      of
      the Company, and shall incur no liability or additional liability of any kind
      by
      reason of such inquiry or investigation.

     

    (9) The
      Trustee shall not be deemed to have notice or be charged with knowledge of
      any
      Default or Event of Default unless a Responsible Officer of the Trustee has
      received at the Corporate Trust Office of the Trustee from an Issuer, any
      Guarantor or any Noteholder written notice of such Default or Event of Default,
      and such notice references the Notes and this Indenture.

     

    (10) The
      rights, privileges, protections, immunities and benefits given to the Trustee,
      including, without limitation, the Trustee’s right to be indemnified, are
      extended to, and shall be enforceable by, the Trustee in such capacity
      hereunder, and each agent (including each Agent), custodian and other Person
      employed to act hereunder.

     

    (11) The
      Trustee  may request that the Company deliver an Officer’s Certificate
      setting forth the names of individuals and titles of officers authorized at
      such
      time to take specified actions pursuant to this Indenture, which Officer’s
      Certificate may be signed by any person au-

    
      
        
        

      

      
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    thorized
      to sign an Officer’s Certificate, including any person specified as so
      authorized in any such certificate previously delivered and not
      superseded.

     

    (12) In
      no event shall the Trustee be responsible or liable for special, indirect,
      punitive or consequential loss or damage of any kind whatsoever (including,
      but
      not limited to, loss of profit) irrespective of whether the Trustee has been
      advised of the likelihood of such loss or damage and regardless of the form
      of
      action.

     

    
      	
              Section
                7.03  

            	
              Individual
                Rights
                of Trustee.

            


    

     

     

    The
      Trustee in its individual or any other capacity may become the owner or pledgee
      of Notes and may make loans to, accept deposits from, perform services for
      or
      otherwise deal with any Issuer or any Guarantor, or any Affiliates thereof,
      with
      the same rights it would have if it were not Trustee.  Any Agent may
      do the same with like rights.  The Trustee, however, shall be subject
      to Sections 7.10 and 7.11 hereof.

     

    
      	
              Section
                7.04  

            	
              Trustee’s
                Disclaimer.

            


    

     

     

    The
      Trustee does not make any representation as to the validity or adequacy of
      this
      Indenture or the Notes, and the Trustee shall not be accountable for the
      Issuers’ use of the proceeds from the sale of Notes or any money paid to the
      Issuers pursuant to the terms of this Indenture or be responsible for any
      statement in the Notes other than its certificate of
      authentication.

     

    
      	
              Section
                7.05  

            	
              Notice
                of
                Defaults.

            


    

     

     

    If
      a Default occurs and is continuing and if it is known to a Responsible Officer
      of the Trustee, the Trustee shall mail to each holder notice of the Default
      within 60 days after the Trustee first has knowledge of such
      Default.  Except in the case of a Default in payment of principal of,
      or premium, if any, or interest on any Note, the Trustee may withhold the notice
      if and so long as the executive committee or any trust committee of the board
      of
      directors of the Trustee and/or its Responsible Officers in good faith
      determine(s) that withholding the notice is in the interests of the
      holders.

     

    
      	
              Section
                7.06  

            	
              Reports
                by Trustee
                to Holders.

            


    

     

     

    If
      required by TIA § 313(a), within 60 days after May 15 of any year,
      commencing the May 15 following the date of this Indenture, the Trustee
      shall mail to each holder a brief report dated as of such May 15 that
      complies with TIA § 313(a).  The Trustee also shall comply with
      TIA § 313(b)(2).  The Trustee shall also transmit by mail all
      reports as required by TIA § 313 (c) and TIA
§ 313(d).

     

    Reports
      pursuant to this Section 7.06 shall be transmitted by mail:

     

     

    (a) to
      all registered holders of Notes, as the names and addresses of such holders
      appear on the Registrar’s books; and

     

     

    (b) to
      such holder of Notes as have, within the two years preceding such transmission,
      filed their names and addresses with the Trustee for that purpose.

     

    A
      copy of each report at the time of its mailing to holders shall be filed with
      the SEC to the extent the SEC will accept such filing.

     

    
      
        
        

      

      
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              Section
                7.07  

            	
              Compensation
                and
                Indemnity.

            


    

     

     

    The
      Company and the Guarantors shall pay to the Trustee from time to time such
      compensation as shall be agreed in writing between the Company and the Trustee
      for its services hereunder (which compensation shall not be limited by any
      provision of law in regard to the compensation of a trustee of an express
      trust).  The Company and the Guarantors shall also reimburse the
      Trustee upon request for all reasonable disbursements, expenses and advances
      incurred or made by the Trustee in connection with its duties under this
      Indenture, including the reasonable compensation, disbursements and expenses
      of
      the Trustee’s agents and counsel.

     

    The
      Company and the Guarantors, jointly and severally, shall indemnify the Trustee
      and any predecessor Trustee and their respective officers, employees, directors
      and agents (each an “Indemnified Party”) for, and
      hold them harmless against, any and all loss, damage, claim, liability or
      reasonable expense, including taxes (other than taxes based on the income of
      the
      Trustee) incurred, arising out of or in connection with this Indenture,
      including in connection with the acceptance or administration of the trusts
      and
      the performance of their duties under this Indenture, including the reasonable
      costs and expenses of defending themselves against any claim or liability in
      connection with enforcement of this provision or the exercise or performance
      of
      any of their powers or duties hereunder or thereunder (including, without
      limitation, settlement costs).  The Trustee shall notify the Company
      and the Guarantors in writing promptly of any claim asserted against the Trustee
      of which a Responsible Officer has received a written notice for which it may
      seek indemnity.  However, the failure by the Trustee to so notify the
      Company shall not relieve the Company of its obligations hereunder except to
      the
      extent the Company is prejudiced thereby.

     

    Notwithstanding
      the foregoing, the Company and the Guarantors need not reimburse the Trustee
      for
      any expense or indemnify it against any loss or liability incurred by the
      Trustee through its own negligence or willful misconduct.

     

    As
      security for the performance of the obligations of the Company and the
      Guarantors under this Section 7.07, the Trustee shall have a lien prior to
      the
      Notes upon all property and funds held or collected by the Trustee as such,
      except funds paid by the Issuer or any Guarantor and held in trust to pay
      principal of and interest on particular Notes for the benefit of the holders
      of
      particular Notes under this Indenture.  The Trustee shall be entitled
      to file a proof of claim in any bankruptcy proceeding as a secured creditor
      for
      any indemnification costs and for its reasonable compensation, fees and expenses
      under this Section 7.07.

     

    In
      addition and without prejudice to the rights provided to the Trustee under
      any
      of the provisions of this Indenture, when the Trustee incurs expenses or renders
      services in connection with an Event of Default specified in Section 6.01(7)
      or
      Section 6.01(8), the expenses (including the reasonable charges and expenses
      of
      its counsel) and the compensation for the services are intended to constitute
      expenses of administration under any applicable Bankruptcy Law or comparable
      expenses in the case of an Event of Default specified in Section
      6.01(8).

     

    The
      Company’s obligations under this Section 7.07 and the lien referred to in this
      Section 7.07 shall survive the resignation or removal of the Trustee, the
      satisfaction and discharge of this Indenture and/or the termination of this
      Indenture for any reason.

     

    “Trustee”
      for purposes of this Section 7.07 shall include any co-trustee, separate
      trustee, and any predecessor Trustee and the Trustee in each of its capacities
      hereunder and to each agent, custodian and other Person employed to act
      hereunder; provided,
however,
      that the
      negligence, bad faith or willful misconduct of any Trustee, co-trustee, separate
      trustee, or any such agent, custodian or other Per-

     

    
      
        
        

      

      
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    son
      hereunder shall not affect the rights of any other Trustee or any such other
      agent, custodian or other Person hereunder.

     

    
      	
              Section
                7.08  

            	
              Replacement
                of
                Trustee.

            


    

     

     

    The
      Trustee may resign by so notifying the Company and the Guarantors in
      writing.  The holders of a majority in principal amount of the
      outstanding Notes may remove the Trustee by notifying the removed Trustee in
      writing and may appoint a successor Trustee with the Company’s written consent,
      which consent shall not be unreasonably withheld.  The Company may
      remove the Trustee at its election if:

     

    (1) the
      Trustee fails to comply with Section 7.10 hereof;

     

    (2) the
      Trustee is adjudged bankrupt or insolvent;

     

    (3) a
      receiver or other public officer takes charge of the Trustee or its
      property;

     

    (4) the
      Trustee otherwise becomes incapable of acting; or

     

    (5) a
      successor corporation becomes successor Trustee pursuant to Section 7.09
      below.

     

    If
      the Trustee resigns or is removed or if a vacancy exists in the office of
      Trustee for any reason, the Company shall promptly appoint a successor
      Trustee.

     

    If
      a successor Trustee does not take office within 30 days after such retiring
      Trustee resigns or is removed, the retiring Trustee (at the expense of the
      Company), the Company or the holders of a majority in principal amount of the
      outstanding Notes may petition any court of competent jurisdiction for the
      appointment of a successor Trustee.

     

    If
      the Trustee fails to comply with Section 7.10 hereof, any holder may petition
      any court of competent jurisdiction for the removal of the Trustee and the
      appointment of a successor Trustee.

     

    A
      successor Trustee shall deliver a written acceptance of its appointment to
      the
      retiring Trustee and to the Company.  Immediately following such
      delivery, the retiring Trustee shall, subject to its rights, including its
      lien,
      under Section 7.07 hereof and payment of its charges hereunder, transfer all
      property held by it as Trustee to its successor, the resignation or removal
      of
      the retiring Trustee shall become effective, and the successor Trustee shall
      have all the rights, powers and duties of the Trustee under this
      Indenture.  A successor Trustee shall mail notice of its succession to
      each holder.  Notwithstanding replacement of the Trustee pursuant to
      this Section 7.08, the lien and the Company’s obligations under Section 7.07
      hereof shall continue for the benefit of the retiring Trustee.

     

    
      	
              Section
                7.09  

            	
              Successor
                Trustee
                by Consolidation, Merger or
                Conversion.

            


    

     

     

    If
      the Trustee consolidates with, merges or converts into, or transfers all or
      substantially all of its corporate trust assets to, another Person, subject
      to
      Section 7.10 hereof, the successor corporation without any further act shall
      be
      the successor Trustee.

     

    
      
        
        

      

      
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              Section
                7.10  

            	
              Eligibility;
                Disqualification.

            


    

     

     

    This
      Indenture shall always have a Trustee that satisfies the requirements of TIA
      § 310(a)(1) and (2) in every respect.  The Trustee shall have a
      combined capital and surplus of at least $50,000,000 as set forth in its most
      recent published annual report of condition.  The Trustee shall comply
      with TIA § 310(b), including the provision in
§ 310(b)(1).

     

    If
      the Trustee has or shall acquire a conflicting interest within the meaning
      of
      Section 310(b) of the Trust Indenture Act, the Trustee shall eliminate such
      interest within 90 days, apply to the SEC for permission to continue as trustee
      or resign, to the extent and in the manner provided by, and subject to the
      provisions of, the Trust Indenture Act and this Indenture.  To the
      extent permitted by such Act, the Trustee shall not be deemed to have a
      conflicting interest by virtue of being a trustee under this Indenture or under
      any other indenture or indentures under which other securities, or certificates
      of interest or participation in other securities, of the Issuers or any
      Guarantor are outstanding.  Nothing herein shall prevent the Trustee
      from filing with the SEC the application referred to in the second to last
      paragraph of Section 310(b) of the Trust Indenture Act.

     

    
      	
              Section
                7.11  

            	
              Preferential
                Collection of Claims Against
                Company.

            


    

     

     

    The
      Trustee shall comply with TIA § 311(a), excluding any creditor relationship
      listed in TIA § 311 (b).  A Trustee who has resigned or been
      removed shall be subject to TIA § 311(a) to the extent indicated
      therein.

     

    
      	
              Section
                7.12  

            	
              Paying
                Agents.

            


    

     

     

    The
      Company shall cause each Paying Agent other than the Trustee to execute and
      deliver to it and the Trustee an instrument in which such agent shall agree
      with
      the Trustee, subject to the provisions of this Section 7.12:

     

    (A) that
      it will hold all sums held by it as agent for the payment of principal of,
      premium, if any, or interest on, the Notes (whether such sums have been paid
      to
      it by the Company or by any obligor on the Notes) in trust for the benefit
      of
      holders of the Notes or the Trustee;

     

    (B) that
      it will at any time during the continuance of any Event of Default, upon written
      request from the Trustee, deliver to the Trustee all sums so held in trust
      by it
      together with a full accounting thereof; and

     

     

    (C) that
      it will give the Trustee written notice within three (3) Business Days of
      any failure of the Company (or by any obligor on the Notes) in the payment
      of
      any installment of the principal of, premium, if any, or interest on, the Notes
      when the same shall be due and payable.

     

     

    ARTICLE
      VIII

     

    AMENDMENTS,
      SUPPLEMENTS AND WAIVERS

     

    
      	
              Section
                8.01  

            	
              Without
                Consent of
                Holders.

            


    

     

     

    The
      Company, Finance Co. and the Guarantors, when authorized by a Board Resolution
      of each of them and delivered to the Trustee, and the Trustee may amend or
      supplement this Indenture or the Notes or take any of the actions below without
      notice to or consent of any holder:

     

     

    
      
        
        

      

      
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    (1) to
      cure any ambiguity, manifest error, omission, defect, mistake or inconsistency
      or, in the case of any provision or covenant herein (or any portion thereof)
      that is identical to the Indenture, dated as of March 30, 2006, to conform
      this
      Indenture to the “Description of Notes” section in the Offering Memorandum,
      dated March 26, 2006, of the Issuers relating to the offering of the 14% Senior
      Secured Notes; (with such changes to reflect the fact that the Notes are
      unsecured, and to reflect the potential issuance of the Payment-in-Kind
      Notes).

     

    (2) to
      provide for the assumption by a successor corporation of the obligations of
      the
      Issuers or any Guarantor under this Indenture;

     

    (3) to
      provide for uncertificated Notes in addition to or in place of certificated
      Notes (provided that
      the uncertificated Notes are issued in registered form for purposes of Section
      163(f) of the Code, or in a manner such that the uncertificated Notes are
      described in Section 163(f)(2)(B) of the Code);

     

    (4) to
      add Guarantees with respect to the Notes, including any subsidiary
      guarantees;

     

    (5) to
      add to the covenants of the Company or any of the Restricted Entities for the
      benefit of the holders of the Notes or to surrender any right or power conferred
      upon the Company or any of the Restricted Entities;

     

    (6) to
      make any change that does not materially adversely affect the rights, taken
      as a
      whole, of any holder of the Notes;

     

    (7) to
      comply with any requirement of the SEC in connection with the qualification
      of
      this Indenture under the Trust Indenture Act and to provide for a successor
      Trustee;

     

    (8) to
      make any amendment to the provisions of this Indenture relating to the transfer,
      exchange and legending of Notes; provided, however,
      that (a) compliance
      with this Indenture as so amended would not result in Notes being transferred
      in
      violation of the Securities Act or any other applicable securities law and
      (b)
      such amendment does not materially and adversely affect the rights of holders
      to
      transfer Notes;

     

    (9) to
      confirm and evidence the release, termination or discharge of any Guarantee
      or
      Lien with respect to or securing the Notes when such release, termination or
      discharge is provided for under this Indenture and to release a Guarantor from
      its obligations under its Guarantee or this Indenture in accordance with the
      applicable provisions of this Indenture;

     

    (10) to
      make any amendments to the provisions of this Indenture relating to the issuance
      of the Notes in the form of Definitive Notes and/or in the form of Global Notes
      or such other amendments as may be necessary to register the Notes in the name
      of the Depository or its successor or nominee; or

     

    (11) to
      adjust the interest rate for the time periods, in the amounts and subject to
      the
      conditions set forth in the Securities Purchase Agreement.

     

    The
      consent of the holders of the Notes is not necessary under this Indenture to
      approve the particular form of any proposed amendment.  It is
      sufficient if such consent approves the substance of the proposed
      amendment.

     

    
      
        
        

      

      
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    The
      Trustee is hereby authorized to join with the Issuers and the Guarantors in
      the
      execution of any supplemental indenture authorized or permitted by the terms
      of
      this Indenture and to make any further appropriate agreements and stipulations
      which may be therein contained, but the Trustee shall not be obligated to enter
      into any such supplemental indenture which adversely affects its own rights,
      duties or immunities under this Indenture.

     

    
      	
              Section
                8.02  

            	
              With
                Consent of
                Holders.

            


    

     

     

    Subject
      to Section 6.04, the Company, Finance Co., the Trustee and the Guarantors,
      with the consent of the registered holders of a majority in aggregate principal
      amount of the Notes then outstanding (including consents obtained in connection
      with a tender offer or exchange offer for the Notes), may amend this Indenture
      and may waive any past default or compliance with any
      provisions.  Without the consent of each holder, however, an
      amendment, supplement or waiver, including a waiver pursuant to Section 6.04
      may
      not:

     

     

    (1) reduce
      the amount of Notes whose holders must consent to an amendment;

     

    (2) reduce
      the rate of or extend the time for payment of interest on any Note (other than
      a
      reduction in the interest rate as set forth in the Securities Purchase
      Agreement);

     

    (3) reduce
      the principal of or change the Stated Maturity of any Note;

     

    (4) reduce
      the amount payable upon the redemption of any Note or make earlier the time
      at
      which any Note may be redeemed under Article 3 hereto or paragraph 5 of the
      Notes;

     

    (5) make
      any Note payable in money other than that stated in the Note;

     

    (6) impair
      the right of any holder of the Notes to receive payment of principal of and
      interest on such holder’s Notes on or after the due dates therefor or to
      institute suit for the enforcement of any payment on or with respect to such
      holder’s Notes;

     

    (7) make
      any change in the amendment provisions which require each holder’s consent or in
      the waiver provisions;

     

    (8) make
      any change in the ranking or priority of any Note that would adversely affect
      the Noteholders; or

     

    (9) release
      any Guarantor from its Guarantee that is not otherwise permitted by this
      Indenture.

     

    After
      an amendment, supplement or waiver under this Section 8.02 or Section 8.01
      becomes effective, the Company shall mail to the holders notice briefly
      describing the amendment, supplement or waiver; provided, however, the
      failure to give such notice to all holders of the Notes, or any defect therein,
      will not impair or affect the validity of the amendment, supplement or
      waiver.

     

    Upon
      the request of the Company, accompanied by a Board Resolution authorizing the
      execution of any such supplemental indenture, and upon the receipt by the
      Trustee of evidence reasonably satisfactory to the Trustee of the consent of
      the
      holders as aforesaid and upon receipt by the Trustee of the documents described
      above or in Section 8.05 hereof, the Trustee shall join with the Issuers and
      the
      Guarantors in the execution of such supplemental indenture unless such
      supplemental indenture affects the 

     

     

    
      
        
        

      

      
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    Trustee’s
      own rights, duties or immunities under this Indenture, in which case the Trustee
      may in its discretion, but shall not be obligated to, enter into such
      supplemental indenture.

     

    The
      Company may, but shall not be obligated to, fix a record date for the purpose
      of
      determining the Persons entitled to consent to any indenture supplemental
      hereto.  If a record date is fixed, the holders on such record date,
      or their duly designated proxies, and only such Persons shall be entitled to
      consent to such supplemental indenture, whether or not such holders remain
      holders after such record date; provided, that unless such consent shall have
      become effective by virtue of the requisite percentage having been obtained
      prior to the date which is 90 days after such record date, any such consent
      previously given shall automatically and without further action by any holder
      be
      canceled and of no further effect.

     

    It
      shall not be necessary for the consent of the holders under this Section 8.02
      to
      approve the particular form of any proposed amendment, supplement or waiver,
      but
      it shall be sufficient if such consent approves the substance
      thereof.

     

    
      	
              Section
                8.03  

            	
              Revocation
                and
                Effect of Consents.

            


    

     

     

    Until
      an amendment, supplement, waiver or other action becomes effective, a consent
      to
      it by a holder of a Note is a continuing consent conclusive and binding upon
      such holder and every subsequent holder of the same Note or portion thereof,
      and
      of any Note issued upon the transfer thereof or in exchange therefor or in
      place
      thereof, even if notation of the consent is not made on any such
      Note.  Any such holder or subsequent holder, however, may revoke the
      consent as to its Note or portion of a Note, if the Trustee receives the notice
      of revocation, before the date the amendment, supplement, waiver or other action
      becomes effective.

     

    Subject
      to the approval requirements of Section 8.02, after an amendment, supplement,
      waiver or other action becomes effective, it shall bind every
      holder.  In the case of any amendment, supplement or waiver specified
      in clauses (1) through (9) of the first paragraph of Section 8.02, the
      amendment, supplement, waiver or other action shall bind each holder of a Note
      who has consented to it and every subsequent holder of a Note or portion of
      a
      Note that evidences the same debt as the consenting holder’s Note.

     

    
      	
              Section
                8.04  

            	
              Notation
                on or
                Exchange of Notes.

            


    

     

     

    If
      an amendment, supplement, or waiver changes the terms of a Note, the Trustee
      may
      request the holder of the Note to deliver it to the Trustee.  In such
      case, the Trustee shall place an appropriate notation on the Note about the
      changed terms and return it to the holder.  Alternatively, if the
      Company or the Trustee so determines, the Issuers in exchange for the Note
      shall
      issue and the Trustee shall authenticate a new security that reflects the
      changed terms.  Failure to make the appropriate notation or issue a
      new Note shall not affect the validity and effect of such amendment, supplement
      or waiver.

     

     

    
      	
              Section
                8.05  

            	
              Trustee
                to Sign
                Amendments, etc.

            


    

     

    The
      Trustee shall sign any amendment, supplement or waiver authorized pursuant
      to
      this Article 8 if the amendment, supplement or waiver does not affect the
      rights, duties, liabilities or immunities of the Trustee.  If it does,
      the Trustee may, but need not, sign it.  In signing or refusing to
      sign such amendment, supplement or waiver the Trustee shall be provided with
      and, subject to Section 7.01 hereof, shall be fully protected in relying upon
      an
      Officer’s Certificate and an Opinion of Counsel stating that such amendment,
      supplement or waiver is authorized or permitted by this
      Indenture.  Neither Issuer nor any Guarantor may sign an amendment or
      supplement until the Board of Directors, the Board of Directors 

     

     

    
      
        
        

      

      
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    of
      Finance Co. or the Board of Directors or Board of Managers of such Guarantor,
      as
      appropriate, approves it.

     

     

    ARTICLE
      IX 

     

    DISCHARGE
      OF INDENTURE; DEFEASANCE

     

    
      	
              Section
                9.01  

            	
              Discharge
                of
                Indenture.

            


    

     

     

    The
      Indenture will be discharged and will cease to be of further effect (except
      as
      to rights of registration of transfer or exchange of Notes which shall survive
      until all Notes have been canceled) as to all outstanding Notes when
      either

     

     

    (i) all
      Notes that have been authenticated and delivered (except lost, stolen or
      destroyed Notes which have been replaced or paid and any such Notes for the
      payment of which money has been deposited in trust or segregated and held in
      trust by the Issuers and thereafter repaid to the Issuers or discharged from
      this trust) have been delivered to the Trustee for cancellation, or

     

    (ii) the
      following conditions are met:

     

    (A) all
      Notes not delivered to the Trustee for cancellation otherwise (i) have
      become due and payable, (ii) will become due and payable, or may be called
      for
      redemption, within one year or (iii) have been called for redemption pursuant
      to
      paragraph 5 of the Notes and, in any case, the Issuers have irrevocably
      deposited or caused to be deposited with the Trustee as trust funds, in trust
      solely for the benefit of the holders of outstanding Notes, U.S. legal tender,
      U.S. Government Obligations or a combination thereof, in such amounts as will
      be
      sufficient (without consideration of any reinvestment of interest) to pay and
      discharge the entire Debt (including all principal and accrued interest) on
      any
      Notes not theretofore delivered to the Trustee for cancellation,

     

    (B) the
      Issuers have paid all sums payable with respect to the Notes,

     

    (C) the
      Issuers have delivered irrevocable instructions to the Trustee to apply the
      deposited money toward the payment of the Notes or on the date of redemption,
      as
      the case may be, and

     

    (D) the
      Company has delivered an Officer’s Certificate and an Opinion of Counsel to the
      Trustee stating that the conditions to satisfaction and discharge of this
      Indenture set forth above have been complied with.

     

    After
      such delivery the Trustee upon request shall acknowledge in writing the
      discharge of the Issuers’ and the Guarantors’ obligations under the Notes, the
      Guarantees and this Indenture except for those surviving obligations specified
      below.

     

    Notwithstanding
      the satisfaction and discharge of this Indenture, the obligations of the Issuers
      in Sections 7.07, 9.05 and 9.06 hereof shall survive such satisfaction and
      discharge.

     

     

    
      
        
        

      

      
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              Section
                9.02  

            	
              Legal
                Defeasance.

            


    

     

     

    The
      Issuers may at their option, by Board Resolution delivered to the Trustee,
      be
      discharged from their obligations with respect to the Notes and the Guarantors
      discharged from their obligations under the Guarantees on the date the
      conditions set forth in Section 9.04 below are satisfied (hereinafter, “Legal
      Defeasance”).  For this purpose, such Legal Defeasance means
      that the Issuers shall be deemed to have paid and discharged the entire
      indebtedness represented by the Notes and to have satisfied all its other
      obligations under such Notes and this Indenture insofar as such Notes are
      concerned (and the Trustee, at the expense of the Issuers, shall, subject to
      Section 9.06 hereof, execute proper instruments acknowledging the same), except
      for the following which shall survive until otherwise terminated or discharged
      hereunder:  (A) the rights of holders of outstanding Notes to
      receive solely from the trust funds described in Section 9.04 hereof and as
      more
      fully set forth in such Section, payments in respect of the principal of,
      premium, if any, and interest on such Notes when such payments are due,
      (B) the Issuers’ obligations with respect to the Notes under Sections 2.1
      through 2.10 hereof, Section 2.13 hereof and Section 4.17 hereof,
      (C) the rights, powers, trusts, duties, and immunities of the Trustee
      hereunder (including claims of, or payments to, the Trustee under or pursuant
      to
      Section 7.07 hereof) and (D) this Article 9.  If the Issuers
      exercises their Legal Defeasance option, payment of the Notes may not be
      accelerated because of an Event of Default with respect thereto and each
      Guarantor will be released from all of its obligations under its
      Guarantee.  Subject to compliance with this Article 9, the Issuers may
      exercise their option under this Section 9.02 with respect to the Notes
      notwithstanding the prior exercise of its option under Section 9.03 below with
      respect to the Notes.

     

    
      	
              Section
                9.03  

            	
              Covenant
                Defeasance.

            


    

     

     

    At
      the option of the Company, pursuant to a Board Resolution delivered to the
      Trustee, the Issuers and the Guarantors shall be released from (A) their
      respective obligations under Sections 4.02, 4.04 through 4.14, inclusive, 4.16
      and 4.18 through 4.21, inclusive, (B) the operation of
      Sections 6.01(5), (6), (7) and (8) (only as such clauses (7) and (8) apply
      to Significant Subsidiaries) and (9), and (C) the Company’s obligations under
      Section 5.01(a)(3) with respect to the outstanding Notes on and after the
      date the conditions set forth in Section 9.04 hereof are satisfied (hereinafter,
      “Covenant
      Defeasance”).  For this purpose, such Covenant Defeasance means
      that the Issuers and the Guarantors may omit to comply with and shall have
      no
      liability in respect of any term, condition or limitation set forth in any
      such
      specified Section or portion thereof, whether directly or indirectly by reason
      of any reference elsewhere herein to any such specified section or portion
      thereof or by reason of any reference in any such specified Section or portion
      thereof to any other provision herein or in any other document, but the
      remainder of this Indenture and the Notes shall be unaffected
      thereby.  If the Company exercises its Covenant Defeasance option,
      each Guarantor will be released from all its obligations under its
      Guarantee.

     

    
      	
              Section
                9.04  

            	
              Conditions
                to
                Defeasance or Covenant Defeasance.

            


    

     

     

    The
      following shall be the conditions to application of Section 9.02 or Section
      9.03
      hereof to the outstanding Notes:

     

    (1) the
      Issuers shall irrevocably have deposited or caused to be deposited with the
      Trustee (or another trustee satisfying the requirements of Section 7.10 hereof
      who shall agree to comply with the provisions of this Article 9 applicable
      to
      it) as funds in trust for the purpose of making the following payments,
      specifically pledged as security for, and dedicated solely to, the benefit
      of
      the holders of the Notes, (A) money in an amount, or (B) U.S.
      Government Obligations which through the scheduled payment of principal and
      interest in respect thereof in accordance with their terms will provide, not
      later than the due date of any payment, money in an amount sufficient, in the
      opinion of a firm of independent public accountants expressed in a written
      certifica-

     

    
      
        
        

      

      
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    tion
      thereof delivered to the Trustee, to pay and discharge, and which shall be
      applied by the Trustee (or other qualifying trustee) to pay and discharge,
      the
      principal of, premium, if any, and accrued interest on the outstanding Notes
      at
      the maturity date of such principal, premium, if any, or interest, or on dates
      for payment and redemption of such principal, premium, if any, and interest
      selected in accordance with the terms of this Indenture and of the Notes,
      without reinvestment on the deposited U.S. Government Obligations and without
      reinvestment of any deposited money;

     

    (2) no
      Event of Default or Default with respect to the Notes shall have occurred and
      be
      continuing on the date of such deposit or after giving effect to such deposit,
      or shall have occurred and be continuing at any time during the period ending
      on
      the 123rd day after the date of such deposit or, if longer, ending on the day
      following the expiration of the longest preference period under any Bankruptcy
      Law applicable to the Issuers in respect of such deposit (it being understood
      that this condition shall not be deemed satisfied until the expiration of such
      period);

     

    (3) such
      Legal Defeasance or Covenant Defeasance shall not result in a breach or
      violation of, or constitute default under any other agreement or instrument
      to
      which the Issuers is a party or by which it is bound;

     

    (4) in
      the case of an election under Section 9.02 above, the Company shall have
      delivered to the Trustee an Opinion of Counsel stating that (i) the Company
      has received from, or there has been published by, the Internal Revenue Service
      a ruling to the effect that or (ii) there has been a change in any
      applicable Federal income tax law with the effect that, and such opinion shall
      confirm that, the holders of the outstanding Notes or persons in their positions
      will not recognize income, gain or loss for Federal income tax purposes as
      a
      result of such Legal Defeasance and will be subject to Federal income tax on
      the
      same amounts, in the same manner, and at the same times as would have been
      the
      case if such Legal Defeasance had not occurred;

     

    (5) in
      the case of an election under Section 9.03 hereof, the Company shall have
      delivered to the Trustee an Opinion of Counsel to the effect that the holders
      of
      the outstanding Notes will not recognize income, gain or loss for Federal income
      tax purposes as a result of such Covenant Defeasance and will be subject to
      Federal income tax on the same amounts, in the same manner and at the same
      times
      as would have been the case if such Covenant Defeasance had not
      occurred;

     

    (6) the
      Company shall have delivered to the Trustee an Officer’s Certificate and an
      Opinion of Counsel, each stating that all conditions precedent provided for
      relating to either the Legal Defeasance under Section 9.02 above or the Covenant
      Defeasance under Section 9.03 hereof (as the case may be) have been complied
      with; and

     

    (7) the
      Company shall have paid or duly provided for payment under terms mutually
      satisfactory to the Company and the Trustee all amounts then due to the Trustee
      pursuant to Section 7.07 hereof.

     

    
      	
              Section
                9.05  

            	
              Deposited
                Money and
                U.S. Government Obligations to Be Held in Trust; Other Miscellaneous
                Provisions.

            


    

     

     

    All
      money and U.S. Government Obligations (including the proceeds thereof) deposited
      with the Trustee pursuant to Section 9.04 hereof in respect of the outstanding
      Notes shall be held in trust and applied by the Trustee, in accordance with
      the
      provisions of such Notes and this Indenture, to the payment, either directly
      or
      through any Paying Agent as the Trustee may determine, to the holders of such
      

     

     

    
      
        
        

      

      
        85

        
          

        

      

      
        
        

      

    

     

     

    Notes,
      of all sums due and to become due thereon in respect of principal, premium,
      if
      any, and accrued interest, but such money need not be segregated from other
      funds except to the extent required by law.

     

    The
      Issuers and the Guarantors shall pay and indemnify the Trustee against any
      tax,
      fee or other charge imposed on or assessed against the U.S. Government
      Obligations deposited pursuant to Section 9.04 hereof or the principal, premium,
      if any, and interest received in respect thereof other than any such tax, fee
      or
      other charge which by law is for the account of the holders of the outstanding
      Notes.

     

    Anything
      in this Article 9 to the contrary notwithstanding, the Trustee shall deliver
      or
      pay to the Company from time to time upon Company Request any money or U.S.
      Government Obligations held by it as provided in Section 9.04 hereof which,
      in
      the opinion of a nationally-recognized firm of independent public accountants
      expressed in a written certification thereof delivered to the Trustee, are
      in
      excess of the amount thereof which would then be required to be deposited to
      effect an equivalent Legal Defeasance or Covenant Defeasance.

     

    
      	
              Section
                9.06  

            	
              Reinstatement.

            


    

     

     

    If
      the Trustee or Paying Agent is unable to apply any money or U.S. Government
      Obligations in accordance with Section 9.01, 9.02 or 9.03 hereof by reason
      of
      any legal proceeding or by reason of any order or judgment of any court or
      governmental authority enjoining, restraining or otherwise prohibiting such
      application, the Issuers’ and each Guarantor’s obligations under this Indenture,
      the Notes and the Guarantees shall be revived and reinstated as though no
      deposit had occurred pursuant to this Article 9 until such time as the Trustee
      or Paying Agent is permitted to apply all such money or U.S. Government
      Obligations in accordance with Section 9.01 hereof; provided, however,
      that if the Issuers
      or the Guarantors have made any payment of principal of, premium, if any, or
      accrued interest on any Notes because of the reinstatement of their obligations,
      the Issuers or the Guarantors, as the case may be, shall be subrogated to the
      rights of the holders of such Notes to receive such payment from the money
      or
      U.S. Government Obligations held by the Trustee or Paying Agent.

     

    
      	
              Section
                9.07  

            	
              Moneys
                Held by
                Paying Agent.

            


    

     

     

    In
      connection with the satisfaction and discharge of this Indenture, all moneys
      then held by any Paying Agent under the provisions of this Indenture shall,
      upon
      demand of the Company, be paid to the Trustee, or if sufficient moneys have
      been
      deposited pursuant to Section 9.01 hereof, to the Issuers (or, if such moneys
      had been deposited by the Guarantors, to such Guarantors), and thereupon such
      Paying Agent shall be released from all further liability with respect to such
      moneys.

     

    
      	
              Section
                9.08  

            	
              Moneys
                Held by
                Trustee.

            


    

     

     

    Any
      moneys deposited with the Trustee or any Paying Agent or then held by the
      Issuers or the Guarantors in trust for the payment of the principal of or
      premium, if any, or interest on any Note that are not applied but remain
      unclaimed by the holder of such Note for two years after the date upon which
      the
      principal of, or premium, if any, or interest on such Note shall have
      respectively become due and payable shall be repaid to the Company (or, if
      appropriate, Finance Co. or the Guarantors) upon Company Request, or if such
      moneys are then held by the Issuers or the Guarantors in trust, such moneys
      shall be released from such trust; and the holder of such Note entitled to
      receive such payment shall thereafter, as an unsecured general creditor, look
      only to the Issuers and the Guarantors for the payment thereof, and all
      liability of the Trustee or such Paying Agent with respect to such trust money
      shall thereupon cease; provided, however,
      that the Trustee or
      any such Paying Agent, before being required to make any such repayment, may,
      at
      the expense of the Company and the Guarantors, either mail to each holder
      affected, at the address shown in the register of the Notes maintained by the
      Registrar pursuant to Section 

     

    
      
        
        

      

      
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    2.03
      hereof, or cause to be published once a week for two successive weeks, in a
      newspaper published in the English language, customarily published each Business
      Day and of general circulation in The City of New York, New York, a notice
      that
      such money remains unclaimed and that, after a date specified therein, which
      shall not be less than 30 days from the date of such mailing or publication,
      any
      unclaimed balance of such moneys then remaining will be repaid to the
      Company.  After payment to the Company, Finance Co. or the Guarantors
      or the release of any money held in trust by the Company, Finance Co. or any
      Guarantors, as the case may be, holders entitled to the money must look only
      to
      the Company and the Guarantors for payment as general creditors unless
      applicable abandoned property law designates another Person.

     

     

    ARTICLE
      X

     

    GUARANTEE
      OF SECURITIES

     

    
      	
              Section
                10.01  

            	
              Guarantee.

            


    

     

     

    Subject
      to the provisions of this Article 10, each Guarantor hereby jointly and
      severally unconditionally guarantees to each holder and to the Trustee, on
      behalf of the holders, (i) the due and punctual payment of the principal,
      and, premium, if any, and interest on the Notes when and as the same shall
      become due and payable, whether at maturity, by acceleration or otherwise,
      the
      due and punctual payment of interest on the overdue principal of, and premium,
      if any, and interest on the Notes, including PIK Interest, to the extent lawful,
      and the due and punctual performance of all other Obligations of the Issuers
      to
      the holders or the Trustee all in accordance with the terms of this Indenture,
      and (ii) in the case of any extension of time of payment or renewal of the
      Notes or any of such other Obligations, that the same will be promptly paid
      in
      full when due or performed in accordance with the terms of the extension or
      renewal, at stated maturity, by acceleration or otherwise.  Each
      Guarantor hereby agrees that its obligations hereunder shall be absolute and
      unconditional, irrespective of, and shall be unaffected by, any invalidity,
      irregularity or unenforceability of any such Note or this Indenture, any failure
      to enforce the provisions of any such Note or this Indenture, any waiver,
      modification or indulgence granted to the Issuers with respect thereto by the
      holder of such Note or the Trustee, or any other circumstances which may
      otherwise constitute a legal or equitable discharge of a surety or such
      Guarantor.

     

    Each
      Guarantor hereby waives diligence, presentment, filing of claims with a court
      in
      the event of merger or bankruptcy of the Issuers, any right to require a
      proceeding first against the Issuers, protest or notice with respect to any
      such
      Note or the Indebtedness evidenced thereby and all demands whatsoever, and
      covenants that this Guarantee will not be discharged as to any such Note except
      by payment in full of the principal thereof, premium if any, and interest
      thereon and as provided in Section 9.01 hereof.  Each Guarantor
      further agrees that, as between such Guarantor, on the one hand, and the holders
      and the Trustee, on the other hand, (i) the maturity of the Obligations
      guaranteed hereby may be accelerated as provided in Article 6 hereof for the
      purposes of this Guarantee, notwithstanding any stay, injunction or other
      prohibition preventing such acceleration in respect of the Obligations
      guaranteed hereby, and (ii) in the event of any declaration of acceleration
      of such Obligations as provided in Article 6 hereof, such Obligations (whether
      or not due and payable) shall forthwith become due and payable by each Guarantor
      for the purpose of this Guarantee.  In addition, without limiting the
      foregoing provisions, upon the effectiveness of an acceleration under Article
      6
      hereof, the Trustee shall promptly make a demand for payment on all Obligations
      under the Guarantee provided for in this Article 10 and not
      discharged.

     

    The
      Guarantee set forth in this Section 10.01 shall not be valid or become
      obligatory for any purpose with respect to a Note until the certificate of
      authentication on such Note shall have been signed by or on behalf of the
      Trustee.

     

     

    
      
        
        

      

      
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              Section
                10.02  

            	
              Execution
                and
                Delivery of Guarantees.

            


    

     

     

    To
      evidence the Guarantee set forth in this Article 10, each Guarantor hereby
      agrees that a notation of such Guarantee may be placed on each Note
      authenticated and made available for delivery by the Trustee and that this
      Guarantee shall be executed on behalf of each Guarantor by the manual or
      facsimile signature of an Officer of each Guarantor.

     

    Each
      Guarantor hereby agrees that the Guarantee set forth in Section 10.01 shall
      remain in full force and effect notwithstanding any failure to endorse on each
      Note a notation of such Guarantee.

     

    If
      an Officer of a Guarantor whose signature is on the Guarantee no longer holds
      that office at the time the Trustee authenticates the Note on which the
      Guarantee is endorsed, the Guarantee shall be valid nevertheless.

     

    The
      delivery of any Note by the Trustee, after the authentication thereof hereunder,
      shall constitute due delivery of the Guarantee set forth in this Indenture
      on
      behalf of each Guarantor.

     

    
      	
              Section
                10.03  

            	
              Limitation
                of
                Guarantee.

            


    

     

     

    The
      obligations of each Guarantor pursuant to Section 10.01 are limited to the
      maximum amount as will, after giving effect to all other contingent and fixed
      liabilities of such Guarantor and after giving effect to any collections from
      or
      payments made by or on behalf of any other Guarantor in respect of the
      obligations of such other Guarantor under its Guarantee hereunder or pursuant
      to
      its contribution obligations under this Indenture, result in the obligations
      of
      such Guarantor under the Guarantee not constituting a fraudulent conveyance
      or
      fraudulent transfer under federal or state or provincial law.  Each
      Guarantor that makes a payment or distribution under a Guarantee shall be
      entitled to a contribution from each other Guarantor and the Company in a pro rata amount based on
      the
      proportion that the net worth of the Company or the relevant Guarantor
      represents relative to the aggregate net worth of the Company and all of the
      Guarantors combined.

     

    
      	
              Section
                10.04  

            	
              Additional
                Guarantors.

            


    

     

     

    Each
      of the Issuers covenants and agrees that it will cause any Person which becomes
      obligated to guarantee the Notes, pursuant to the terms of Section 4.12
      hereof, to execute a supplemental indenture pursuant to which such Guarantor
      shall guarantee the obligations of the Company under this Indenture with respect
      to the Notes in accordance with this Article 10 with the same effect and to
      the
      same extent as if such Person had been named herein as a Guarantor.

     

    
      	
              Section
                10.05  

            	
              Release
                of
                Guarantor.

            


    

     

     

    A
      Guarantor shall be released from all of its obligations under its Guarantee
      hereunder  upon:

     

    (i) the
      sale, disposition or other transfer (including through merger, amalgamation
      or
      consolidation) of the Capital Stock (including any sale, disposition or other
      transfer following which an applicable Guarantor is no longer a Restricted
      Entity), or all or substantially all the assets, of the applicable Guarantor
      if
      such sale, disposition or other transfer is made in compliance with this
      Indenture;

     

    (ii) the
      Issuers designating a Guarantor to be an Unrestricted Entity in accordance
      with
      Section 4.08 and the definition of “Unrestricted Entity”; or

     

     

    
      
        
        

      

      
        88

        
          

        

      

      
        
        

      

    

     

    (iii) the
      Issuers’ exercise of their legal defeasance option or covenant defeasance option
      set forth in Section 9.02 and Section 9.03, or if the Issuers’ obligations under
      the Indenture are discharged in accordance with the terms of the
      Indenture;

     

    and
      in each such case, the Guarantor delivering to the Trustee an Officer’s
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to such transactions have been complied
      with.

     

    Notwithstanding
      the foregoing, upon designation of a Restricted Subsidiary as an Unrestricted
      Entity, such Restricted Subsidiary shall, by execution and delivery of a
      supplemental indenture, be released from any Guarantee previously made by such
      Restricted Subsidiary.

     

    
      	
              Section
                10.06  

            	
              Waiver
                of
                Subrogation.

            


    

     

     

    Until
      this Indenture is discharged and all of the Notes are discharged and paid in
      full, each Guarantor hereby irrevocably waives and agrees not to exercise any
      claim or other rights which it may now or hereafter acquire against the Issuers
      that arise from the existence, payment, performance or enforcement of the
      Issuers’ obligations under the Notes or this Indenture and such Guarantor’s
      obligations under its Guarantee hereunder and this Indenture, in any such
      instance including, without limitation, any right of subrogation, reimbursement,
      exoneration, contribution, indemnification, and any right to participate in
      any
      claim or remedy of the holders against the Issuers, whether or not such claim,
      remedy or right arises in equity, or under contract, statute or common law,
      including, without limitation, the right to take or receive from the Issuers,
      directly or indirectly, in cash or other property or by set-off or in any other
      manner, payment or security on account of such claim or other
      rights.  If any amount shall be paid to any Guarantor in violation of
      the preceding sentence and any amounts owing to the Trustee or the Noteholders
      under the Notes, this Indenture, or any other document or instrument delivered
      under or in connection with such agreements or instruments, shall not have
      been
      paid in full, such amount shall have been deemed to have been paid to such
      Guarantor for the benefit of, and held in trust for the benefit of, the Trustee
      or the Noteholders and shall forthwith be paid to the Trustee for the benefit
      of
      itself or such Noteholders to be credited and applied to the obligations in
      favor of the Trustee or the Noteholders, as the case may be, whether matured
      or
      unmatured, in accordance with the terms of this
      Indenture.  Each  Guarantor acknowledges that it will
      receive direct and indirect benefits from the financing arrangements
      contemplated by this Indenture and that the waiver set forth in this Section
      10.06 is knowingly made in contemplation of such benefits.

     

    
      	
              Section
                10.07  

            	
              Taxes.

            


    

     

     

    All
      payments by the Canadian Guarantors under their Guarantees hereunder will be
      made free and clear of and without deduction or withholding for any and all
      Taxes, unless such Taxes are required by applicable law to be deducted or
      withheld.  If the Canadian Guarantors are required by applicable law
      to deduct or withhold any such Taxes from or in respect of any amount payable
      under its Guarantee (i) the amount payable shall be increased (and for greater
      certainty, in the case of interest, the amount of interest shall be increased)
      as may be necessary so that after making all required deductions or withholdings
      (including deductions or withholdings applicable to any additional amounts
      paid
      under this Section 10.07), the Noteholder receives an amount equal to the amount
      they would have received if no such deduction or withholding had been made,
      (ii)
      the Canadian Guarantors will make such deductions or withholdings, and (iii)
      the
      Canadian Guarantors will immediately pay the full amount deducted or withheld
      to
      the relevant Governmental Authority in accordance with applicable
      law.

     

     

    
      
        
        

      

      
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    ARTICLE
      XI

     

    MISCELLANEOUS

     

    
      	
              Section
                11.01  

            	
              Notices.

            


    

     

     

    Any
      notice or other communication shall be given in writing and delivered in person,
      sent by facsimile, delivered by commercial courier service or mailed by
      first-class mail, postage prepaid, addressed as follows:

     

    
      	
               
                

            	
              If
                to the Issuers or any Guarantor:

            


    

     

    
      	
               
                

            	
              Mobile
                Satellite Ventures LP

              
                10802
                  Parkridge Boulevard

                
                  Reston,
                    VA  20191-5416

                  
                    Attention: 
                      Chief
                      Financial Officer and General Counsel

                    
                      Facsimile:  (703)
                        390-2770

                    

                  

                

              

            


    

     

    
      	
               
                

            	
              If
                to the Trustee:

            


    

     

     

    
      	
               
                

            	
              Attention:

              
                Facsimile:

              

            


    

     

    Such
      notices or communications shall be effective when received and shall be
      sufficiently given if so given within the time prescribed in this
      Indenture.

     

    The
      Issuers, the Guarantors or the Trustee by written notice to the others may
      designate additional or different addresses for subsequent notices or
      communications.

     

    Any
      notice or communication mailed to a holder shall be mailed to him by first-class
      mail, postage prepaid, at his address shown on the register kept by the
      Registrar.

     

    Failure
      to mail a notice or communication to a holder or any defect in it shall not
      affect its sufficiency with respect to other holders.  If a notice or
      communication to a holder is mailed in the manner provided above, it shall
      be
      deemed duly given, whether or not the addressee receives it.

     

    In
      case by reason of the suspension of regular mail service, or by reason of any
      other cause, it shall be impossible to mail any notice as required by this
      Indenture, then such method of notification as shall be made with the approval
      of the Trustee shall constitute a sufficient mailing of such
      notice.

     

    Anything
      herein to the contrary notwithstanding, no notice or communication given to
      the
      Trustee shall be effective unless and until it is actually received by the
      Trustee at its Corporate Trust Office.

     

    
      	
              Section
                11.02  

            	
              Communications
                by
                Holders with Other Holders.

            


    

     

     

    Holders
      may communicate pursuant to TIA § 312(b) with other holders with respect to
      their rights under this Indenture or the Notes.  The Issuers, the
      Guarantors, the Trustee, the Registrar and anyone else shall have the protection
      of TIA § 312(c).

     

     

     

    
      
        
        

      

      
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              Section
                11.03  

            	
              Certificate
                and
                Opinion as to Conditions Precedent.

            


    

     

     

    Upon
      any request or application by the Issuers or any Guarantor to the Trustee to
      take any action under this Indenture, the Company shall furnish to the
      Trustee:

     

     

    (1) an
      Officer’s Certificate (which shall include the statements set forth in Section
      11.04 below) stating that, in the opinion of the signers, all conditions
      precedent, if any, provided for in this Indenture relating to the proposed
      action have been complied with; and

     

     

    (2) except
      in the case of the issuance of the Notes on the Issue Date or on a subsequent
      issue date as contemplated by the Securities Purchase Agreement or the
      Payment-in-Kind Notes on any Interest Payment Date, an Opinion of Counsel (which
      shall include the statements set forth in Section 11.04 below) stating that,
      in
      the opinion of such counsel, all such conditions precedent have been complied
      with.

     

    
      	
              Section
                11.04  

            	
              Statements
                Required
                in Certificate and Opinion.

            


    

     

     

    Each
      certificate and opinion with respect to compliance with a condition or covenant
      provided for in this Indenture shall include:

     

    (1) a
      statement that the Person making such certificate or opinion has read such
      covenant or condition;

     

    (2) a
      brief statement as to the nature and scope of the examination or investigation
      upon which the statements or opinions contained in such certificate or opinion
      are based;

     

    (3) a
      statement that, in the opinion of such Person, it or he has made such
      examination or investigation as is necessary to enable it or him to express
      an
      informed opinion as to whether or not such covenant or condition has been
      complied with; and

     

    (4) a
      statement as to whether or not, in the opinion of such Person, such covenant
      or
      condition has been complied with.

     

    
      	
              Section
                11.05  

            	
              When
                Treasury Notes
                Disregarded.

            


    

     

     

    In
      determining whether the holders of the required aggregate principal amount
      of
      Notes have concurred in any direction, waiver or consent, Notes owned by the
      Issuers, any Guarantor or any other obligor on the Notes shall be disregarded,
      except that for the purposes of determining whether the Trustee shall be
      protected in relying on any such direction, waiver or consent, only Notes which
      a Responsible Officer of the Trustee actually knows are so owned shall be so
      disregarded.  Notes so owned which have been pledged in good faith
      shall not be disregarded if the pledgee establishes to the satisfaction of
      the
      Trustee the pledgee’s right so to act with respect to the Notes and that the
      pledgee is not an Issuer, a Guarantor or any other obligor upon the Notes or
      any
      Affiliate of any of them.

     

    
      	
              Section
                11.06  

            	
              Rules
                by Trustee
                and Agents.

            


    

     

     

    The
      Trustee may make reasonable rules for action by or meetings of
      holders.  The Registrar and Paying Agent may make reasonable rules for
      their functions.

     

     

    
      
        
        

      

      
        91

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Section
                11.07  

            	
              Legal
                Holidays.

            


    

     

     

    If
      a payment date is a Legal Holiday at a place of payment, payment may be made
      at
      that place on the next succeeding day that is not a Legal Holiday, and no
      interest shall accrue for the intervening period.

     

    
      	
              Section
                11.08  

            	
              Governing
                Law.

            


    

     

     

    THIS
      INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
      THE INTERNAL LAWS OF THE STATE OF NEW YORK.  EACH OF THE PARTIES
      HERETO, AND THE HOLDERS BY THEIR ACCEPTANCE OF THE NOTES, AGREES TO SUBMIT
      TO
      THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION
      OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE
      NOTES.

     

    
      	
              Section
                11.09  

            	
              No
                Adverse
                Interpretation of Other Agreements.

            


    

     

     

    This
      Indenture may not be used to interpret another indenture, loan, security or
      debt
      agreement of the Company or any Subsidiary thereof.  No such
      indenture, loan, security or debt agreement may be used to interpret this
      Indenture.

     

    
      	
              Section
                11.10  

            	
              No
                Recourse Against
                Others.

            


    

     

     

    No
      director, officer, employee, incorporator, shareholder, parent company, partner
      or controlling entities of the Company, Finance Co., the Guarantors, the General
      Partner, the Parent or any of their respective Subsidiaries (including, without
      limitation, 4371593 Ontario Inc. and its successors and assigns) will have
      any
      liability for any obligations of the Issuers or any of their Subsidiaries under
      the Notes or the Indenture or for any claim based on, in respect of, or by
      reason of such obligations or their creation.  Each holder of the
      Notes by accepting a Note waives and releases all such liability.  The
      waiver and release are part of the consideration for issuance of the
      Notes.  Such waiver and release may not be effective to waive
      liabilities under the U.S. Federal securities laws, and it is the view of the
      SEC that such a waiver is against public policy.

     

    
      	
              Section
                11.11  

            	
              Successors.

            


    

     

     

    All
      agreements of the Issuers and the Guarantors in this Indenture and the Notes
      shall bind their respective successors.  All agreements of the
      Trustee, any additional trustee and any Paying Agents in this Indenture shall
      bind their successors.

     

    
      	
              Section
                11.12  

            	
              Multiple
                Counterparts.

            


    

     

     

    The
      parties may sign multiple counterparts of this Indenture.  Each signed
      counterpart shall be deemed an original, but all of them together represent
      one
      and the same agreement.

     

     

    
      	
              Section
                11.13  

            	
              Table
                of Contents,
                Headings, etc.

            


    

     

    The
      table of contents, cross-reference sheet and headings of the Articles and
      Sections of this Indenture have been inserted for convenience of reference
      only,
      are not to be considered a part hereof, and shall in no way modify or restrict
      any of the terms or provisions hereof.

     

     

    
      
        
        

      

      
        92

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Section
                11.14  

            	
              Separability.

            


    

     

     

    Each
      provision of this Indenture shall be considered separable and if for any reason
      any provision which is not essential to the effectuation of the basic purpose
      of
      this Indenture or the Notes shall be invalid, illegal or unenforceable, the
      validity, legality and enforceability of the remaining provisions shall not
      in
      any way be affected or impaired thereby.

     

    
      	
              Section
                11.15  

            	
              Waiver
                of Jury
                Trial.

            


    

     

     

    EACH
      OF THE ISSUERS, THE GUARANTORS, EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF
      AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
      BY
      APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
      ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION
      CONTEMPLATED HEREBY.

     

    
      	
              Section
                11.16  

            	
              Force
                Majeure.

            


    

     

     

    In
      no event shall the Trustee be responsible or liable for any failure or delay
      in
      the performance of its obligations hereunder arising out of or caused by,
      directly or indirectly, forces beyond its control, including, without
      limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
      or military disturbances, nuclear or natural catastrophes or acts of God, and
      interruptions, loss or malfunctions of utilities, communications or computer
      (software and hardware) services; it being understood that the Trustee shall
      use
      reasonable efforts which are consistent with accepted practices in the banking
      industry to resume performance as soon as practicable under the
      circumstances.

     

    
      	
              Section
                11.17  

            	
              Currency
                of
                Account; Conversion of Currency; Foreign Exchange
                Restrictions.

            


    

     

     

    (a) U.S.
      Dollars are the sole currency of account and payment for all sums payable by
      the
      Company and the Guarantors under or in connection with the Notes, the Guarantees
      of the Notes or this Indenture to the extent it relates to the Notes, including
      damages related thereto.  Any amount received or recovered in a
      currency other than U.S. Dollars by a holder of Notes (whether as a result
      of,
      or of the enforcement of, a judgment or order of a court of any jurisdiction,
      in
      the winding-up or dissolution of the Issuers or otherwise) in respect of any
      sum
      expressed to be due to it from the Issuers shall only constitute a discharge
      to
      the Issuers to the extent of the U.S. Dollar amount, which the recipient is
      able
      to purchase with the amount so received or recovered in that other currency
      on
      the date of that receipt or recovery (or, if it is not practicable to make
      that
      purchase on that date, on the first date on which it is practicable to do
      so).  If that U.S. Dollar amount is less than the U.S. Dollar amount
      expressed to be due to the recipient under the Notes, the Issuers and the
      Guarantors shall indemnify it against any loss sustained by it as a result
      as
      set forth in Section 11.17(b).  In any event, the Company and the
      Guarantors shall indemnify the recipient against the cost of making any such
      purchase.  For the purposes of this Section 11.17, it will be
      sufficient for the holder of a Note to certify in a satisfactory manner
      (indicating sources of information used) that it would have suffered a loss
      had
      an actual purchase of U.S. Dollars been made with the amount so received in
      that
      other currency on the date of receipt or recovery (or, if a purchase of U.S.
      Dollars on such date had not been practicable, on the first date on which it
      would have been practicable, it being required that the need for a change of
      date be certified in the manner mentioned above).  The indemnities set
      forth in this Section 11.17 constitute separate and independent obligations
      from other obligations of the Issuers and the Guarantors, shall give rise to
      a
      separate and independent cause of action, shall apply irrespective of any
      indulgence granted by any holder of the Notes and shall continue in full force
      and effect despite any other judgment, order, claim or proof for a liquidated
      amount in respect of any sum due under the Notes.

     

    
      
        
        

      

      
        93

        
          

        

      

      
        
        

      

    

     

    (b) The
      Issuers and the Guarantors, jointly and severally, covenant and agree that
      the
      following provisions shall apply to conversion of currency in the case of the
      Notes, the Guarantees and this Indenture:

     

     

    (1) (A)           If
      for the purpose of obtaining judgment in, or enforcing the judgment of, any
      court in any country, it becomes necessary to convert into a currency (the
      “Judgment Currency”) an amount due in any other currency (the “Base Currency”),
      then the conversion shall be made at the rate of exchange prevailing on the
      Business Day before the day on which the judgment is given or the order of
      enforcement is made, as the case may be (unless a court shall otherwise
      determine).

     

    (B)           If
      there is a change in the rate of exchange prevailing between the Business Day
      before the day on which the judgment is given or an order of enforcement is
      made, as the case may be (or such other date as a court shall determine), and
      the date of receipt of the amount due, the Issuers and the Guarantors will
      pay
      such additional (or, as the case may be, such lesser) amount, if any, as may
      be
      necessary so that the amount paid in the Judgment Currency when con­verted
      at the rate of exchange prevailing on the date of receipt will produce the
      amount in the Base Currency originally due.

     

    (2)           In
      the event of the winding-up of the Issuers or any Guarantor at any time while
      any amount or damages owing under the Notes, the Guarantees and this Indenture,
      or any judgment or order rendered in respect thereof, shall remain outstanding,
      the Issuers and the Guarantors shall indemnify and hold the Noteholders and
      the
      Trustee harmless against any deficiency arising or resulting from any variation
      in rates of exchange between (i) the date as of which the Applicable
      Currency Equivalent of the amount due or contingently due under the Notes,
      the
      Guarantees and this Indenture (other than under this subsection (b)(2)) is
      calculated for the purposes of such winding-up and (ii) the final date for
      the filing of proofs of claim in such winding-up.  For the purpose of
      this subsection (b)(2), the final date for the filing of proofs of claim in
      the
      winding-up of the Issuers or any Guarantor shall be the date fixed by the
      liquidator or otherwise in accordance with the relevant provisions of applicable
      law as being the latest practicable date as at which liabilities of the Issuers
      or such Guarantor may be ascertained for such winding-up prior to payment by
      the
      liquidator or otherwise in respect thereto.

     

     

    (c) The
      obligations contained in subsections (a), (b)(1)(B) and (b)(2) of this Section
      11.17 shall constitute separate and independent obligations from the other
      obligations of the Issuers and the Guarantors under this Indenture, shall give
      rise to separate and independent causes of action against the Issuers and the
      Guarantors, shall apply irrespective of any waiver or extension granted by
      any
      Noteholder or the Trustee or either of them from time to time and shall continue
      in full force and effect notwithstanding any judgment or order or the filing
      of
      any proof of claim in the winding-up of the Issuers or any Guarantor for a
      liquidated sum in respect of amounts due hereunder (other than under subsection
      (b)(2) above) or under any such judgment or order.  Any such
      deficiency as aforesaid shall be deemed to constitute a loss suffered by the
      Noteholders or the Trustee, as the case may be, and no proof or evidence of
      any
      actual loss shall be required by the Issuers or any Guarantor or the liquidator
      or otherwise or any of them.  In the case of subsection (b)(2) above,
      the amount of such deficiency shall not be deemed to be reduced by any variation
      in rates of exchange occurring between the said final date and the date of
      any
      liquidating distribution.

     

     

    (d) The
      term “rate(s) of exchange” shall mean the rate of exchange quoted by Reuters at
      10:00 a.m. (New York time) for spot purchases of the Base Currency with the
      Judgment Currency other than the Base Currency referred to in subsections (b)(1)
      and (b)(2) above and includes any premiums and costs of exchange
      payable.

     

     

    
      
        
        

      

      
        94

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Section
                11.18  

            	
              Agent
                for
                Service.

            


    

     

     

    By
      the execution and delivery of this Indenture, each Canadian Guarantor
      (i) acknowledges that it has irrevocably designated and appointed CT
      Corporation System, 111 Eighth Avenue, New York, New York 10011 (and any
      successor entity) as its authorized agent upon which process may be served
      in
      any suit or proceeding arising out of or relating to this Indenture, the Notes
      and the Guarantees that may be instituted in any Federal or state court in
      the
      State of New York, The City of New York, the Borough of Manhattan or brought
      under Federal or state securities laws, and acknowledges that CT Corporation
      System has accepted such designation, (ii) irrevocably submits to the
      jurisdiction of any such court in any such suit or proceeding and
      (iii) agrees that service of process upon CT Corporation System and written
      notice of said service to the Canadian Guarantors in accordance with this
      Section 11.18 shall be deemed in every respect effective service of process
      upon the Canadian Guarantors, if any, in any such suit or
      proceeding.  Each Canadian Guarantor further agrees to take any and
      all such action, including the execution and filing of any and all such
      documents and instruments as may be necessary to continue such designation
      and
      appointment of CT Corporation System in full force and effect so long as this
      Indenture shall be in full force and effect or any of the Notes shall be
      outstanding; provided,
however,
      that any
      Canadian Guarantor may, by written notice to the Trustee, designate such
      additional or alternative agent for service of process under this
      Section 11.18 that (i) maintains an office located in the Borough of
      Manhattan, The City of New York, the State of New York, (ii) is a corporate
      service company which acts as agent for service of process for other Persons
      in
      the ordinary course of its business and (iii) agrees to act as agent for
      service of process in accordance with this Section 11.18.  Such
      notice shall identify the name of such agent for process and the address of
      such
      agent for process in the Borough of Manhattan, The City of New York, the State
      of New York.

     

    
      	
              Section
                11.19  

            	
              Interest
                Act
                (Canada).

            


    

     

     

    The
      Canadian Guarantors acknowledge that certain of the rates of interest applicable
      to their obligations may be computed on the basis of a year of 360 days or
      365
      days, as the case may be, and be paid for the actual number of days
      elapsed.  For purposes of the Interest Act (Canada), whenever any
      interest is calculated using a rate based on a year of 360 days or 365 days,
      as
      the case may be, such rate determined pursuant to such calculation, when
      expressed as an annual rate, is equivalent to (i) the applicable rate based
      on a
      year of 360 days or 365 days, as the case may be, (ii) multiplied by the actual
      number of days in the calendar year in respect of which such interest is
      payable, and (iii) divided by 360 or 365, as the case may be.

     

    
      	
              Section
                11.20  

            	
              Joint
                and Several
                Obligations.

            


    

     

     

    All
      of the obligations of the Issuers under the Notes shall be joint and several
      obligations of the Issuers.

     

    
      
        
        

      

      
        95

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have caused this Indenture to be duly executed
      as
      of the date and year first written above.

     

    
      	 
              	
              MOBILE
                SATELLITE VENTURES LP

            
	 
              	
              (a
                Delaware limited partnership) by its general partner, Mobile Satellite
                Ventures GP, Inc.

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    


    
      	 
              	
              MSV
                FINANCE CO.

            
	 
              	
              (a
                Delaware corporation)

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    


    
      
        
        

      

      
        96

        
          

        

      

      
        
        

      

    


    


    
      	 
              	
              ATC
                TECHNOLOGIES, LLC

            
	 
              	
              (a
                Delaware limited liability company)

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    


    
      	 
              	
              MOBILE
                SATELLITE VENTURES SUBSIDIARY LLC

            
	 
              	
              (a
                Delaware limited liability company)

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    


    
      
        
        

      

      
        97

        
          

        

      

      
        
        

      

    


    


    
      	 
              	
              MSV
                INTERNATIONAL, LLC

            
	 
              	
              (a
                Delaware limited liability company)

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    


    
      	 
              	
              MOBILE
                SATELLITE VENTURES INC. OF VIRGINIA

            
	 
              	
              (a
                Virginia corporation)

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    


    
      	 
              	
              MOBILE
                SATELLITE VENTURES CORP.

            
	 
              	
              (a
                Nova Scotia unlimited liability company)

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    


    
      	 
              	
              MOBILE
                SATELLITE VENTURES HOLDINGS (CANADA) INC.

            
	 
              	
              (an
                Ontario corporation)

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    


    
      	 
              	
              MOBILE
                SATELLITE VENTURES (CANADA) INC.

            
	 
              	
              (an
                Ontario corporation)

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    
      
        
        

      

      
        98

        
          

        

      

      
        
        

      

    


    


    
      	 
              	
              [             ]

            
	 
              	
              as
                Trustee

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    


    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    



    


     

    EXHIBIT
      A-1

     

     

    FORM
      OF FACE OF CERTIFICATED NOTE

     

    MOBILE
      SATELLITE VENTURES LP

     

    MSV
      FINANCE CO.

     

    16.0%
      SENIOR NOTES DUE 2013

     

    THIS
      NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES
      FEDERAL INCOME TAX PURPOSES.  THE ISSUE PRICE, AMOUNT OF OID, ISSUE
      DATE AND YIELD TO MATURITY OF THIS NOTE MAY BE OBTAINED AT ANY TIME BEGINNING
      [], 2009  BY WRITING TO:  MOBILE SATELLITE VENTURES LP OR
      MSV FINANCE CO., C/O MOBILE SATELLITE VENTURES LP, 10802 PARKRIDGE BOULEVARD,
      RESTON, VIRGINIA 20191, ATTENTION: CHIEF FINANCIAL OFFICER.

     

    THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
      AS
      AMENDED (THE SECURITIES ACT), AND ACCORDINGLY, THIS NOTE MAY NOT BE OFFERED
      OR
      SOLD WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
      BY
      ITS ACQUISITION HEREOF, THE HOLDER

     

    (1)           REPRESENTS
      THAT:

     

    (A)           IT
      IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT); OR

     

    (B)           IT
      IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a)(1), (2),
      (3), OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (OR AN ENTITY IN WHICH
      ALL
      OF THE EQUITY OWNERS ARE THE FOREGOING) (AN INSTITUTIONAL ACCREDITED INVESTOR);
      OR

     

    (C)           IT
      IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
      S UNDER THE SECURITIES ACT; AND

     

    (2)           AGREES
      THAT IT WILL NOT WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(d) UNDER THE
      SECURITIES ACT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT:

     

    (A)           TO
      MOBILE SATELLITE VENTURES LP, MSV FINANCE CO. OR ANY SUBSIDIARY
      THEREOF;

     

    (B)           INSIDE
      THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
      144A UNDER THE SECURITIES ACT;

     

    (C)           OUTSIDE
      THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER
      THE SECURITIES ACT;

     

    (D)           PURSUANT
      TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (E)           PURSUANT
      TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
      ACT
      (IF AVAILABLE);

     

    (F)           PURSUANT
      TO ANY AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
      SECURITIES ACT (PROVIDED THAT AS A CONDITION TO THE REGISTRATION OF TRANSFER
      OF
      ANY NOTES OTHERWISE THAN AS DESCRIBED HEREIN, THE COMPANY OR THE TRUSTEE MAY,
      IN
      CIRCUMSTANCES THAT ANY OF THEM DEEMS APPROPRIATE, REQUIRE EVIDENCE AS TO
      COMPLIANCE WITH ANY SUCH EXEMPTION); AND

     

    (3)           AGREES
      THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
      SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     

    IN
      CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED TO
      ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF
      RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE
      TRUSTEE.

     

    AS
      USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” AND “UNITED STATES” HAVE THE
      MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE
      CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER
      OF
      THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

     

    
      
        
        

      

      
        A-1-2

        
          

        

      

      
        
        

      

    



    No.

     

     

    US$
      [●]

     

     

    MOBILE
      SATELLITE VENTURES LP

     

    MSV
      FINANCE CO.

     

    16.0%
      SENIOR NOTES DUE 2013

     

    Certificated
      Note

     

    Mobile
      Satellite Ventures LP, a Delaware limited partnership, and MSV Finance Co.,
      a
      Delaware Corporation (the “Issuers”), for value
      received, hereby promise to pay to [●] upon surrender hereof the principal sum
      of [●] UNITED STATES DOLLARS (U.S. $ [●]) on July 1, 2013, or on such earlier
      date as the principal hereof may become due in accordance with the provisions
      hereof.

     

    
      	 	
              Interest
                Rate:

            	
              16.0%
                per annum.  The interest rate is subject to adjustment for the
                time periods, in the amounts and subject to the conditions set forth
                in
                the Securities Purchase Agreement.

               

            
	 	
              Interest
                Payment Dates:

            	
              July
                1 and January 1 of each year, commencing
                [        ].

               

            
	 	
              Interest
                Record Dates:

            	
              June
                15 and December 15.

               

            
	 	
              PIK
                Period:

            	
              On
                or prior to January 1, 2011, interest on the Notes may be paid in
                cash or,
                at the election of the Issuers, will be payable semi-annually in
                the form
                of Payment-in-Kind Notes in an amount reflecting the applicable PIK
                Interest. After January 1, 2011, all payments of interest must be
                in cash
                for the remainder of the term of the Notes.

               

            


    

     

    Reference
      is hereby made to the further provisions set forth on the reverse hereof. Such
      further provisions shall for all purposes have the same effect as though fully
      set forth at this place.

     

    This
      Note shall not be valid or obligatory until it shall have been duly signed
      by
      the Trustee acting under the Indenture.

     

    
      
        
        

      

      
        A-1-3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Issuers have caused this Note to be signed manually or
      by
      facsimile by their duly authorized officers.

     

    
      	 
              	
              MOBILE
                SATELLITE VENTURES LP by its general

              partner,
                Mobile Satellite Ventures GP, Inc.

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            
	 
              	 
              	 
              
	 
              	 
              	 
              
	 
              	
              By:

            	 
              	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    


    
      	 
              	
              MSV
                FINANCE CO.

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            
	 
              	 
              	 
              
	 
              	 
              	 
              
	 
              	
              By:

            	 
              	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    


    


    This
      is one of the Notes referred to

    in
      the within-mentioned Indenture:

    


    Dated:  [              ],
      [            ]

    


        ,

    as
      Trustee

     

    
      	
               By: 

            	
              __________________________________

              
                Authorized
                  Signatory

              

            


    

     

     

    
 

    
      
        
        

      

      
        A-1-4

        
          

        

      

      
        
        

      

    

    


     

    EXHIBIT
      A-2

     

     

    FORM
      OF FACE OF RESTRICTED GLOBAL NOTE

     

     

    MOBILE
      SATELLITE VENTURES LP

     

     

    MSV
      FINANCE CO.

     

     

    16.0%
      SENIOR NOTES DUE 2013

     

    THIS
      NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES
      FEDERAL INCOME TAX PURPOSES.  THE ISSUE PRICE, AMOUNT OF OID, ISSUE
      DATE AND YIELD TO MATURITY OF THIS NOTE MAY BE OBTAINED AT ANY TIME BEGINNING
      [], 2009  BY WRITING TO:  MOBILE SATELLITE VENTURES LP OR
      MSV FINANCE CO., C/O MOBILE SATELLITE VENTURES LP, 10802 PARKRIDGE BOULEVARD,
      RESTON, VIRGINIA 20191, ATTENTION: CHIEF FINANCIAL OFFICER.

     

    THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
      AS
      AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS NOTE MAY NOT BE OFFERED OR
      SOLD WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
      BY
      ITS ACQUISITION HEREOF, THE HOLDER

     

    (1)           REPRESENTS
      THAT:

     

    (A)           IT
      IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT); OR

     

    (B)           IT
      IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a)(1), (2),
      (3), OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (OR AN ENTITY IN WHICH
      ALL
      OF THE EQUITY OWNERS ARE THE FOREGOING) (AN “INSTITUTIONAL ACCREDITED
      INVESTOR”); OR

     

    (C)           IT
      IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
      S UNDER THE SECURITIES ACT; AND

     

    (2)           AGREES
      THAT IT WILL NOT WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(d) UNDER THE
      SECURITIES ACT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT:

     

    (A)           TO
      MOBILE SATELLITE VENTURES LP, MSV FINANCE CO. OR ANY SUBSIDIARY
      THEREOF;

     

    (B)           INSIDE
      THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
      144A UNDER THE SECURITIES ACT;

     

    (C)           OUTSIDE
      THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER
      THE SECURITIES ACT;

     

    (D)           PURSUANT
      TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (E)           PURSUANT
      TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
      ACT
      (IF AVAILABLE);

     

    (F)           PURSUANT
      TO ANY AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
      SECURITIES ACT (PROVIDED THAT AS A CONDITION TO THE REGISTRATION OF TRANSFER
      OF
      ANY NOTES OTHERWISE THAN AS DESCRIBED HEREIN, THE COMPANY OR THE TRUSTEE MAY,
      IN
      CIRCUMSTANCES THAT ANY OF THEM DEEMS APPROPRIATE, REQUIRE EVIDENCE AS TO
      COMPLIANCE WITH ANY SUCH EXEMPTION); AND

     

    (3)           AGREES
      THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
      SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     

    IN
      CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED TO
      ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF
      RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE
      TRUSTEE.

     

    AS
      USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” AND “UNITED STATES” HAVE THE
      MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE
      CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER
      OF
      THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      (THE “DEPOSITORY”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
      TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
      DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
      BY
      OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
&
CO., HAS AN INTEREST HEREIN.

     

    THIS
      GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING
      THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
      HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
      THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
      TO SECTION 2.01(a) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
      IN
      WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS
      GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
      2.10 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
      SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

     

    
      
        
        

      

      
        A-2-2

        
          

        

      

      
        
        

      

    


     

    
      	
               
                

            	
              No.
                1

            	
              CUSIP:

              
                Common
                  Code:

                
                  ISIN
                    Number:

                

              

            


    

     

     

    MOBILE
      SATELLITE VENTURES LP

     

    MSV
      FINANCE CO.

     

    RESTRICTED
      GLOBAL NOTE

     

    US$
      [●]

     

     

    MOBILE
      SATELLITE VENTURES LP

     

    MSV
      FINANCE CO.

     

    16.0%
      SENIOR NOTES DUE 2013

     

    Restricted
      Global Note

     

    Mobile
      Satellite Ventures LP, a Delaware limited partnership, and MSV Finance Co.,
      a
      Delaware corporation, (the “Issuers”), for value
      received, hereby promises to pay to CEDE & CO., or registered assigns, upon
      surrender hereof the principal sum of UNITED STATES DOLLARS (U.S. $ [●]) on July
      1, 2013, or on such earlier date as the principal hereof may become due in
      accordance with the provisions hereof.

     

     

    
      	
               
                

            	
              Interest
                Rate:

            	
              16.0%
                per annum.  The interest rate is subject to adjustment for the
                time periods, in the amounts and subject to the conditions set forth
                in
                the Securities Purchase Agreement.

            


    

     

    
      
        	
                 
                  

              	
                Interest
                  Payment Dates:

              	
                
                  July
                    1 and January 1 of each year, commencing
                    [     ].

                

              


      

       

    

    
      	
               
                

            	
              Interest
                Record Dates:

            	
              June
                15 and December 15.

            


    

     

    
      	
               
                

            	
              PIK
                Period:

            	
              On
                or prior to January 1, 2011, interest on the Notes may be paid in
                cash or,
                at the election of the Issuers, will be payable semi-annually in
                the form
                of Payment-in-Kind Notes in an amount reflecting the applicable PIK
                Interest. After January 1, 2011, all payments of interest must be
                in cash
                for the remainder of the term of the
                Notes.

            


    

     

    Reference
      is hereby made to the further provisions set forth on the reverse hereof. Such
      further provisions shall for all purposes have the same effect as though fully
      set forth at this place.

     

    This
      Note shall not be valid or obligatory until it shall have been duly signed
      by
      the Trustee acting under the Indenture.

     

    
      
        
        

      

      
        A-2-3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Issuers have caused this Note to be signed manually or
      by
      facsimile by their duly authorized officers.

     

    
      	 
              	
              MOBILE
                SATELLITE VENTURES LP by its general

              partner,
                Mobile Satellite Ventures GP, Inc.

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            
	 
              	 
              	 
              
	 
              	 
              	 
              
	 
              	
              By:

            	 
              	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    


    
      	 
              	
              MSV
                FINANCE CO.

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            
	 
              	 
              	 
              
	 
              	 
              	 
              
	 
              	
              By:

            	 
              	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    This
      is one of the Notes referred to

    in
      the within-mentioned Indenture:

    


    Dated:  [              ],
      [            ]

    


            ,

    as
      Trustee

     

    
      	
               By:

            	
              __________________________________

              
                Authorized
                  Signatory

              

            


    


    


    
      
        
        

      

      
        A-2-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-3

     

     

    FORM
      OF FACE OF REGULATION S GLOBAL NOTE

     

    MOBILE
      SATELLITE VENTURES LP

     

    MSV
      FINANCE CO.

     

    16.0%
      SENIOR NOTES DUE 2013

     

    THIS
      NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES
      FEDERAL INCOME TAX PURPOSES.  THE ISSUE PRICE, AMOUNT OF OID, ISSUE
      DATE AND YIELD TO MATURITY OF THIS NOTE MAY BE OBTAINED AT ANY TIME BEGINNING
      [], 2009  BY WRITING TO:  MOBILE SATELLITE VENTURES LP OR
      MSV FINANCE CO., C/O MOBILE SATELLITE VENTURES LP, 10802 PARKRIDGE BOULEVARD,
      RESTON, VIRGINIA 20191, ATTENTION: CHIEF FINANCIAL OFFICER.

     

    THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
      AS
      AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS NOTE MAY NOT BE OFFERED OR
      SOLD WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
      BY
      ITS ACQUISITION HEREOF, THE HOLDER

     

    (1)           REPRESENTS
      THAT:

     

    (A)           IT
      IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT); OR

     

    (B)           IT
      IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a)(1), (2),
      (3), OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (OR AN ENTITY IN WHICH
      ALL
      OF THE EQUITY OWNERS ARE THE FOREGOING) (AN “INSTITUTIONAL ACCREDITED
      INVESTOR”); OR

     

    (C)           IT
      IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
      S UNDER THE SECURITIES ACT; AND

     

    (2)           AGREES
      THAT IT WILL NOT WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k) UNDER THE
      SECURITIES ACT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT:

     

    (A)           TO
      MOBILE SATELLITE VENTURES LP, MSV FINANCE CO. OR ANY SUBSIDIARY
      THEREOF;

     

    (B)           INSIDE
      THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
      144A UNDER THE SECURITIES ACT;

     

    (C)           OUTSIDE
      THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER
      THE SECURITIES ACT;

     

    (D)           PURSUANT
      TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (E)           PURSUANT
      TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
      ACT
      (IF AVAILABLE);

     

    (F)           PURSUANT
      TO ANY AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
      SECURITIES ACT (PROVIDED THAT AS A CONDITION TO THE REGISTRATION OF TRANSFER
      OF
      ANY NOTES OTHERWISE THAN AS DESCRIBED HEREIN, THE COMPANY OR THE TRUSTEE MAY,
      IN
      CIRCUMSTANCES THAT ANY OF THEM DEEMS APPROPRIATE, REQUIRE EVIDENCE AS TO
      COMPLIANCE WITH ANY SUCH EXEMPTION); AND

     

    (3)           AGREES
      THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
      SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     

    IN
      CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED TO
      ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF
      RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE
      TRUSTEE.

     

    AS
      USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” AND “UNITED STATES” HAVE THE
      MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE
      CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER
      OF
      THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      (THE “DEPOSITORY”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
      TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
      DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
      BY
      OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
&
CO., HAS AN INTEREST HEREIN.

     

    THIS
      GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING
      THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
      HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
      THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
      TO SECTION 2.01(a) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
      IN
      WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS
      GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
      2.10 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
      SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

     

    
      
        
        

      

      
        A-3-2

        
          

        

      

      
        
        

      

    



     

    
      	
               
                

            	
              No.
                2

            	
              CUSIP:

              
                Common
                  Code:

                
                  ISIN
                    Number:

                

              

            


    

     

     

    MOBILE
      SATELLITE VENTURES LP

     

    MSV
      FINANCE CO.

     

    REGULATION
      S GLOBAL NOTE

     

    US$
      [●]

     

    MOBILE
      SATELLITE VENTURES LP

     

    MSV
      FINANCE CO.

     

    16.0%
      SENIOR NOTES DUE 2013

     

    Regulation
      S Global Note

     

    Mobile
      Satellite Ventures LP, a Delaware limited partnership, and MSV Finance Co.,
      a
      Delaware corporation (the “Issuers”), for value received, hereby promises to pay
      to CEDE & CO., or registered assigns, upon surrender hereof the principal
      sum of [●] UNITED STATES DOLLARS (U.S. $ [●]) on July 1, 2013, or on such
      earlier date as the principal hereof may become due in accordance with the
      provisions hereof.

     

     

    
      	
               
                

            	
              Interest
                Rate:

            	
              16.0%
                per annum.  The interest rate is subject to adjustment for the
                time periods, in the amounts and subject to the conditions set forth
                in
                the Securities Purchase Agreement.

            


    

     

    
      
        	
                 
                  

              	
                Interest
                  Payment Dates:

              	
                
                  July
                    1 and January 1 of each year, commencing
                    [        ].

                

              


      

       

    

    
      	
               
                

            	
              Interest
                Record Dates:

            	
              June
                15 and December 15.

            


    

     

    
      	
               
                

            	
              PIK
                Period:

            	
              On
                or prior to January 1, 2011, interest on the Notes may be paid in
                cash or,
                at the election of the Issuers, will be payable semi-annually in
                the form
                of Payment-in-Kind Notes in an amount reflecting the applicable PIK
                Interest. After January 1, 2011, all payments of interest must be
                in cash
                for the remainder of the term of the
                Notes.

            


    

     

    Reference
      is hereby made to the further provisions set forth on the reverse hereof. Such
      further provisions shall for all purposes have the same effect as though fully
      set forth at this place.

     

    This
      Note shall not be valid or obligatory until it shall have been duly signed
      by
      the Trustee acting under the Indenture.

     

    
      
        
        

      

      
        A-3-3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Issuers have caused this Note to be signed manually or
      by
      facsimile by their duly authorized officers.

     

    


    
      	 
              	
              MOBILE
                SATELLITE VENTURES LP by its general partner, Mobile Satellite Ventures
                GP, Inc.

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            
	 
              	 
              	 
              
	 
              	 
              	 
              
	 
              	
              By:

            	 
              	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    


    
      	 
              	
              MSV
                FINANCE CO.

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            
	 
              	 
              	 
              
	 
              	 
              	 
              
	 
              	
              By:

            	 
              	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    This
      is one of the Notes referred to

    in
      the within-mentioned Indenture:

    


    Dated:  [              ],
      [            ]

    


                 ,

    as
      Trustee

     

    
      	
               
                By:

            	
              __________________________________

              
                Authorized
                  Signatory

              

            


    

     

    
      
        
        

      

      
        A-3-4

        
          

        

      

      
        
        

      

    


    


     

    EXHIBIT
      A-4

     

    [Reverse
      of Note]

    16.0%
      Senior Notes due 2013

     

    [Insert
      the Global Note Legend, if applicable pursuant to the provisions of the
      Indenture]

     

    [Insert
      the Restricted Notes Legend, if applicable pursuant to the provisions of the
      Indenture]

     

    Capitalized
      terms used herein shall have the meanings assigned to them in the Indenture
      referred to below unless otherwise indicated.

     

    1.           Interest.  The
      Issuers jointly and severally promise to pay interest on this Note at the rate
      of 16.0% per annum. The interest rate is subject to adjustment for the time
      periods, in the amounts and subject to the conditions set forth in the
      Securities Purchase Agreement. For any interest period through January 1, 2011,
      the Issuers may elect to pay interest on the Notes, at their option, (a)
      entirely in cash (“Cash
      Interest”), or (b) entirely by issuing new Notes (“Payment-in-Kind Notes”) in an
      amount equal to the amount of PIK Interest for the applicable interest period
      (rounded up to the nearest whole dollar) on the applicable interest payment
      date. Payment of any Cash Interest on the relevant Interest Payment Date shall
      be made to the holder of this Note on the relevant record date. The Issuers
      shall elect the form of interest payment with respect to each interest period
      by
      giving notice to the Trustee at least five Business Days prior to the beginning
      of the applicable interest period. In the absence of such an election, interest
      will be payable in Payment-in-Kind Notes. The first interest payment shall
      be
      paid in the form of Payment-in-Kind Notes. After January 1, 2011, the Issuers
      must pay all interest on the Notes entirely in the form of cash.

     

    The
      Issuers will pay interest semi-annually in arrears on July 1 and January 1
      of
      each year, or if any such day is not a Business Day, on the next succeeding
      Business Day (each, an “Interest Payment Date”).
      Interest on the Notes will accrue from the most recent Interest Payment Date
      to
      which interest has been paid, either as Cash Interest or Payment-in-Kind Notes,
      or, if no interest has been paid, from the date of issuance; provided that
      if
      there is no existing Default in the payment of interest, and if this Note is
      authenticated between a record date referred to on the face hereof and the
      next
      succeeding Interest Payment Date, interest shall accrue from such next
      succeeding Interest Payment Date; provided further that the first Interest
      Payment Date shall be [], 2009. Interest will be computed on the basis of a
      360-day year of twelve 30-day months.   The Issuers shall pay
      interest on overdue principal at the rate borne by the Notes, and shall pay
      interest on overdue installments of cash interest at the same rate to the extent
      lawful.

     

    2.           Method
      of
      Payment.  The Issuers shall pay interest on the Notes to the
      Persons who are registered holders at the close of business on the June 15
      and
      December 15 (whether or not a Business Day) next preceding the Interest Payment
      Date even if Notes are canceled after the record date and on or before the
      Interest Payment Date.  The holders must surrender Notes to a Paying
      Agent to collect principal payments.  The Issuers shall pay principal,
      premium, if any, and interest in money of the United States of America that
      at the time of payment is legal tender for payment of public and private
      debts.  Payments in respect of the Notes represented by a Global Note
      (including principal, premium, if any, and interest) shall be made by wire
      transfer of immediately available funds to the accounts specified by the
      Depository.  The Issuers will make all payments in respect of a
      certificated Note (including principal, premium, if any, and interest), at
      the
      office of each Paying Agent, except that, at the option of the Issuers, payment
      of interest may be made by mailing a check to the registered address of each
      holder 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    thereof;
      provided, however,
      that payments on the
      Notes may also be made by wire transfer to a U.S. dollar account maintained
      by
      the payee with a bank in the United States if such holder elects payment by
      wire transfer by giving written notice to the Trustee or a Paying Agent to
      such
      effect designating such account no later than 10 days immediately preceding
      the
      relevant due date for payment (or such other date as the Trustee may accept
      in
      its discretion).

     

    3.           Paying
      Agent and
      Registrar.  Initially,              ,
      the Trustee under the Indenture, will act as Paying Agent and
      Registrar.  The Company may change any Paying Agent or Registrar
      without notice to any holder.  Neither the Company nor any of its
      Subsidiaries or Affiliates may act as Paying Agent but they may act as Registrar
      or co-registrar.

     

    4.           Indenture;
      Guarantees;
      Restrictive Covenants.  The Issuers issued the Notes under an
      Indenture dated as of [], 2009 (the “Indenture”), among the
      Company, Finance Co., the Guarantors and the Trustee.  The Notes are
      treated as a single class of securities under the Indenture.  The
      terms of this Note include those stated in the Indenture to be applicable by
      reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb)
      as in effect on the date of the Indenture.  This Note is subject to
      all such terms, and the holder of this Note is referred to the Indenture for
      a
      statement of them.

     

    The
      Indenture imposes certain limitations on, among other things, indebtedness,
      issuance and sale of capital stock of Restricted Entities, restricted payments,
      liens, asset sales, transactions with affiliates, and restrictions on
      distributions from Restricted Entities.

     

    5.           Optional
      Redemption.

     

    After
      January 1, 2011, the Issuers are entitled to redeem all or, from time to time,
      a
      portion of the Notes upon not less than 30 nor more than 60 days’ notice, at the
      redemption prices (expressed in percentages of then outstanding principal amount
      on the redemption date), plus accrued interest, if any, to the redemption date
      (subject to the right of holders of record on the relevant record date to
      receive interest due on the relevant interest payment date), if redeemed during
      the 12-month period commencing on January 1 of the years set forth
      below:

     

    
      	 	
              Period

            	
              Redemption
                Price

            
	 	
              2011                                                                  

            	
              108.000%

            
	 	
              2012                                                                  

            	
              104.000%

            
	 	
              2013
                and
                thereafter                                                                  

            	
              100.000%

            


    

    


    Prior
      to January 1, 2011, the Issuers are entitled on one or more occasions to redeem
      Notes in an aggregate principal amount not to exceed 35% of the originally
      issued aggregate principal amount of the Notes at a redemption price (expressed
      as a percentage of then outstanding principal amount on the redemption date)
      of
      116.0%, plus accrued and unpaid interest, if any, to (but excluding) the
      redemption date (subject to the right of holders of record on the relevant
      record date to receive interest due on the relevant interest payment date),
      with
      the net cash proceeds from one or more Equity Offerings by the Company or the
      Parent (to the extent the net proceeds thereof are contributed to the equity
      capital of the Company (other than in the form of Disqualified Stock) or are
      used to purchase Capital Stock of the Company (other than Disqualified Stock));
      provided, however,
      that

     

    (1)           at
      least 65% of the originally issued aggregate principal amount of Notes remains
      outstanding immediately after the occurrence of each such redemption (other
      than
      Notes held, directly or indirectly, by the Issuers or its Affiliates);
      and

     

    
      
        
        

      

      
        A-4-2

        
          

        

      

      
        
        

      

    

    (2)           each
      such redemption occurs within 180 days after the closing of the related Equity
      Offering.  The foregoing shall not impact the terms of any
      Reimbursement Offer.

     

    At
      any time prior to January 1, 2011, the Issuers may also redeem on one or more
      occasions all or a portion of the Notes upon not less than 30 nor more than
      60
      days’ notice, at a redemption price equal to 100% of the then outstanding
      principal amount of Notes redeemed plus the Applicable Premium (calculated
      as of
      a date no more than three Business Days prior to the relevant redemption notice)
      as of the date of redemption.

     

    On
      and after any Redemption Date, if money sufficient to pay the redemption price
      of and accrued interest on Notes called for redemption shall have been made
      available in accordance with the terms of the Indenture, the Notes called for
      redemption will cease to accrue interest and the only right of the holders
      of
      such Notes will be to receive payment of the redemption price of and, subject
      to
      the terms of the Indenture, accrued and unpaid interest on such Notes to the
      redemption date.

     

    “Applicable
      Premium” means,
      with respect to any Note on any redemption date, the greater of:

     

    (1)           1.0%
      of the then outstanding principal amount of the Note; and

     

    (2)           the
      excess of:

     

    (a)           the
      present value at such redemption date of the redemption price of the Note at
      January 1, 2011, computed using a discount rate equal to the Treasury Rate
      as of
      such redemption date plus 50 basis points; over

     

    (b)           the
      then outstanding principal amount of the Note.

     

    6.           No
      Mandatory
      Redemption.  The Company shall not be required to make
      mandatory redemption payments with respect to the Notes.

     

    7.           Offers
      to
      Purchase.  The Indenture requires that certain proceeds from
      Asset Dispositions be used, subject to further limitations contained therein,
      to
      make an offer to purchase certain amounts of Notes in accordance with the
      procedures set forth in the Indenture.  The Company may also be
      required to make an offer to purchase Notes pursuant to Section 4.16 of the
      Indenture.

     

    8.           Denominations;
      Transfer;
      Exchange.  The Notes are in registered form, without coupons,
      in denominations of $1,000 and integral multiples of $1,000, or, in the case
      of
      Payment-in-Kind Notes, such other denominations as may be required.  A
      holder shall register the transfer or exchange of Notes in accordance with
      the
      Indenture.  The Registrar may require a holder, among other things, to
      furnish appropriate endorsements and transfer documents and to pay certain
      transfer taxes or similar governmental charges in connection therewith as
      permitted by the Indenture.  The Registrar need not register the
      transfer or exchange of any Notes during a period beginning 15 days before
      the
      mailing of a redemption notice for any Notes or portions thereof selected for
      redemption.

     

    9.           Persons
      Deemed
      Owners.  The registered holder of this Note shall be treated as
      the owner of it for all purposes.

     

    10.           Unclaimed
      Money.  If money for the payment of principal, premium or
      interest on any Note remains unclaimed for two years, the Trustee and the Paying
      Agent will pay the money back 

     

    
      
        
        

      

      
        A-4-3

        
          

        

      

      
        
        

      

    

     

    to
      the Company at its request.  After that, holders entitled to money
      must look to the Company for payment as general creditors unless an “abandoned
      property” law designates another person.

     

    11.           Amendment,
      Supplement and
      Waiver.  Subject to certain exceptions, the Indenture or the
      Notes may be modified, amended or supplemented by the Company, Finance Co.,
      the
      Guarantors and the Trustee with the consent of the holders of at least a
      majority in principal amount of the Notes then outstanding and any existing
      default or compliance with any provision may be waived in a particular instance
      with the consent of the holders of a majority in principal amount of the Notes
      then outstanding.  Without the consent of holders, the Company,
      Finance Co., the Guarantors and the Trustee may amend the Indenture for certain
      specified purposes including providing for uncertificated Notes in addition
      to
      or in place of certificated Notes, and curing any ambiguity, omission, defect
      or
      inconsistency, or making any other change that does not materially adversely
      affect the rights, taken as a whole, of any holder.

     

    12.           Successor
      Entity.  When a successor entity assumes all the obligations of
      its predecessors under the Notes and the Indenture and immediately before and
      thereafter no Default exists and certain other conditions are satisfied, the
      predecessor entity will be released from those obligations.

     

    13.           Defaults
      and
      Remedies.  Events of Default are set forth in the
      Indenture.  If an Event of Default occurs and is continuing, the
      Trustee, by notice to the Issuers, or the holders of not less than 25% in
      aggregate principal amount of the Notes, by written notice to the Issuers and
      the Trustee, may declare to be immediately due and payable the principal amount
      of all the Notes then outstanding plus premium, if any, and accrued but unpaid
      interest to the date of acceleration and such amounts shall become immediately
      due and payable.  In case an Event of Default specified in Section
      6.01(7) or (8) with respect to either Issuer occurs, such principal, premium,
      if
      any, and interest with respect to all of the Notes shall be due and payable
      immediately without any declaration or other act on the part of the Trustee
      or
      the holders of the Notes.  After any such acceleration but before a
      judgment or decree based on acceleration is obtained by the Trustee, the holders
      of a majority in aggregate principal amount of outstanding Notes (by notice
      to
      the Trustee) may rescind and cancel such acceleration and its consequences
      if
      (i) all existing Events of Default, other than the nonpayment of
      accelerated principal, premium, if any, or interest that has become due solely
      because of the acceleration, have been cured or waived, (ii) to the extent
      the payment of such interest is lawful, interest (at the same rate specified
      in
      the Notes) on overdue installments of interest and overdue outstanding principal
      amount, premium, if any, or interest, which has become due otherwise than by
      such declaration of acceleration, has been paid, (iii) the Company has paid
      the Trustee its reasonable compensation and reimbursed the Trustee its expenses,
      disbursements and advances, (iv) the rescission would not conflict with any
      judgment or decree of a court of competent jurisdiction and (v) in the
      event of the cure or waiver of a Default or Event of Default described in
      Section 6.01(7) or (8), the Trustee has received an Officer’s Certificate and an
      Opinion of Counsel that such Default or Event of Default has been cured or
      waived.  No such rescission shall affect any subsequent Default or
      impair any right consequent thereto.

     

    14.           Trustee
      Dealings with the
      Issuers.  The Trustee under the Indenture, in its individual or
      any other capacity, may make loans to, accept deposits from, and perform
      services for the Issuers, any Guarantor or their Affiliates, and may otherwise
      deal with the Issuers, any Guarantor or their Affiliates as if it were not
      Trustee.

     

    15.           No
      Recourse Against
      Others.  No director, officer, employee, incorporator,
      shareholder, parent company, partner or controlling entities of the Company,
      Finance Co., the Guarantors, the General Partner, the Parent or any of their
      respective Subsidiaries (including, without limitation, 4371593 Ontario Inc.
      and
      its successors and assigns) will have any liability for any obligations of
      the
      Issuers or any of their Subsidiaries under this Note or the Indenture or for
      any
      claim based on, in respect of, or by reason of such obligations or their
      creation.  The holder of this Note by accepting this Note waives


     

     

    
      
        
        

      

      
        A-4-4

        
          

        

      

      
        
        

      

    

     

    and
      releases all such liability.  The waiver and release are part of the
      consideration for issuance of the Notes.  Such waiver and release may
      not be effective to waive liabilities under the U.S. Federal securities laws,
      and it is the view of the SEC that such a waiver is against public
      policy.

     

    16.           Defeasance
      and Covenant
      Defeasance.  The Indenture contains provisions for defeasance
      of the entire debt represented by the Notes and for defeasance of certain
      covenants in the Indenture upon compliance by the Company in each case with
      certain conditions set forth in the Indenture.

     

    17.           Abbreviations.  Customary
      abbreviations may be used in the name of a holder of a Note or an assignee,
      such
      as:  TEN COM (= tenants in common), TEN ENT (= tenants by the
      entireties), JT TEN (joint tenants with right of survivorship and not as tenants
      in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to Minors
      Act).

     

    18.           CUSIP
      Numbers.  The Company has caused CUSIP Numbers to be printed on
      the Notes, if applicable, and has directed the Trustee to use CUSIP numbers
      in
      notices of redemption as a convenience to holders of the Notes.  No
      representation is made as to the accuracy of such numbers either as printed
      on
      the Notes or as contained in any notice of redemption and reliance may be placed
      only on the other identification numbers placed thereon.

     

    19.           Governing
      Law.  THE
      INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
      THE INTERNAL LAWS OF THE STATE OF NEW YORK.  EACH OF THE PARTIES
      HERETO AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE
      STATE
      OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE
      INDENTURE OR THE NOTES.

     

    20.           Authentication.  This
      Note shall not be valid until authenticated by the manual signature of the
      Trustee or an authenticating agent.

     

    The
      Company will furnish to any holder upon written request and without charge
      a
      copy of the Indenture.  Requests may be made to:

     

    Mobile
      Satellite Ventures LP

    10802
      Parkridge Boulevard

    Reston,
      VA  20191-5416

    Attention:  Chief
      Financial Officer

    


    
      
        
        

      

      
        A-4-5

        
          

        

      

      
        
        

      

    


    ASSIGNMENT
      FORM

     

    To
      assign this Note, fill in the form below:

     

    (I)
      or (we) assign and transfer this Note
      to:  _____________________________________________________________________________________________________________________________________________                                                                                                                                      

    (Insert
      assignee’s legal name)

    ____________________________________________________________________________________________________________________________________________________________________

    
      (Insert
        assignee’s soc. sec. or tax I.D. no.)

    

     

    ____________________________________________________________________________________________________________________________________________________________________


    ____________________________________________________________________________________________________________________________________________________________________


    ____________________________________________________________________________________________________________________________________________________________________


    ____________________________________________________________________________________________________________________________________________________________________

    (Print
      or type assignee’s name, address and zip code)

    


    and
      irrevocably
      appoint  _________________________________________________________________________________________________________________________________________                                                                                                                                      

    to
      transfer this Note on the books of the Company.  The agent may
      substitute another to act for him.

     

    Date:____________

     

    Your
      Signature:   _________________________________________________                                                                                   

    (Sign
      exactly as your name appears on the face of this Note)

     

    Signature
      Guarantee*:__________________

     

    *  Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      guarantor acceptable to the Trustee).

     

     

    
      
        
        

      

      
        A-4-6

        
          

        

      

      
        
        

      

    

    
 

    Option
      of Holder to Elect Purchase

     

    If
      you want to elect to have this Note purchased by the Company pursuant to Section
      4.10, 4.16, or 4.23 of the Indenture, check the appropriate box
      below:

     

    Section
      4.10  o                              Section
      4.16   o                         Section
      4.23  o

     

    If
      you want to elect to have only part of this Note purchased by the Company
      pursuant to Section 4.10, 4.16, 4.18 or 4.23 of the Indenture, state the
      aggregate principal amount you elect to have purchased:

     

    $_______________

     

    Date:____________

     

    Your
      Signature:   ________________________________________________                                                                                   

    (Sign
      exactly as your name appears on the face of this Note)

     

    Signature
      Guarantee*:__________________

     

    *  Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      guarantor acceptable to the Trustee).

     

    
 

    
      
        
        

      

      
        A-4-7

        
          

        

      

      
        
        

      

    

     

    
 

    FORM
      OF NOTATION ON NOTE

    RELATING
      TO GUARANTEE

     

    Each
      Guarantor (a “Guarantor,” which term
      includes any successor Person under the Indenture) has unconditionally
      guaranteed, on a senior unsecured basis, jointly and severally, to the extent
      set forth in the Indenture and subject to the provisions of the Indenture,
      (a) the due and punctual payment of the principal, premium if any, and
      interest on the Notes when and as the same shall become due and payable, whether
      at maturity, by acceleration or otherwise, the due and punctual payment of
      interest on the overdue principal of, premium, if any, and interest on the
      Notes, to the extent lawful, and the due and punctual performance of all other
      Obligations of the Company with respect to the Notes to the holders or the
      Trustee, all in accordance with the terms of the Notes and the Indenture, and
      (b) in the case of any extension of time for payment or renewal of any Notes
      or
      any of such other Obligations, that the same will be promptly paid in full
      when
      due or performed in accordance with the terms of the extension or renewal,
      at
      stated maturity, by acceleration or otherwise.

     

    The
      obligations of each Guarantor to the holders and to the Trustee pursuant to
      such
      Guarantee and the Indenture are expressly set forth in Article 10 of the
      Indenture and reference is hereby made to the Indenture for the precise terms
      of
      such Guarantee.

     

    This
      Guarantee shall not be valid or obligatory for any purpose until the certificate
      of authentication on the Note upon which such Guarantee is noted shall have
      been
      executed by the Trustee under the Indenture by the manual signature of one
      of
      its authorized signatories.

     

    
      	 
              	
              ATC
                TECHNOLOGIES, LLC

            
	 
              	
              (a
                Delaware limited liability company)

            
	 
              	 
              
	 
              	
              By:

            	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    
      	 
              	
              MOBILE
                SATELLITE VENTURES SUBSIDIARY LLC

            
	 
              	
              (a
                Delaware limited liability company)

            
	 
              	 
              
	 
              	
              By:

            	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    
      
        
        

      

      
        A-4-8

        
          

        

      

      
        
        

      

    


    


    


    
      	 
              	
              MSV
                INTERNATIONAL, LLC

            
	 
              	
              (a
                Delaware limited liability company)

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    


    
      	 
              	
              MOBILE
                SATELLITE VENTURES INC. OF VIRGINIA

            
	 
              	
              (a
                Virginia corporation)

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    


    
      	 
              	
              MOBILE
                SATELLITE VENTURES CORP.

            
	 
              	
              (a
                Nova Scotia unlimited liability company)

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    


    
      	 
              	
              MOBILE
                SATELLITE VENTURES HOLDINGS (CANADA) INC.

            
	 
              	
              (an
                Ontario corporation)

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    


    
      	 
              	
              MOBILE
                SATELLITE VENTURES (CANADA) INC.

            
	 
              	
              (an
                Ontario corporation)

            
	 
              	 
              
	 
              	 
              
	 
              	
              By:

            	 
              
	 
              	 
              	
              Name:

            
	 
              	 
              	
              Title:

            


    

    


    


    
      
        
        

      

      
        A-4-9

        
          

        

      

      
        
        

      

    


    SCHEDULE
      OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE1

     

    The
      following exchanges of a part of this Global Note for an interest in another
      Global Note or for a Definitive Note, or exchanges of a part of another Global
      Note or Definitive Note for an interest in this Global Note, have been
      made:

     

    
      	
               

               

               

              Date
                of
                Exchange

            	
               

              Amount
                of decrease in

              Principal
                Amount

              of
                this Global
                Note

            	
               

              Amount
                of increase in

              Principal
                Amount

              of
                this Global
                Note

            	
              Principal
                Amount

              of
                this Global Note

              following
                such decrease

              (or
                increase)

            	
              Signature
                of

              authorized
                officer of

              Trustee
                or Note

              Custodian

            
	 
              	 
              	 
              	 
              	 
              
	 
              	 
              	 
              	 
              	 
              


    

    


    
 

    ____________________________________  
      
        	
                1

              	
                This
                  schedule should be
                  included only if the Note is issued in global
                  form.

              


      

       

    

     

     

    
      
        
        

      

      
        A-4-10

        
          

        

      

      
        
        

      

    

     

    
 

    EXHIBIT
      B

     

    FORM
      OF CERTIFICATE OF TRANSFER

     

    Mobile
      Satellite Ventures LP

    10802
      Parkridge Boulevard

    Reston,
      VA  20191-5416

    Attention:  Treasurer

     

    [Trustee]

    as
      Trustee

     

    Attention:

    (Mobile
      Satellite Ventures LP and MSV Finance Co.

    16.0%
      Senior Notes due 2013)

     

    Re:           16.0%
      Senior Notes due 2013

     

    Reference
      is hereby made to the Indenture, dated as of [], 2009 (the “Indenture”), among Mobile
      Satellite Ventures LP, MSV Finance Co., the Guarantors named therein
      and              ,
      as trustee.  Capitalized terms used but not defined herein shall have
      the meanings given to them in the Indenture.

     

    ___________________
      (the “Transferor”) owns
      and proposes to transfer the Note[s] or interest in such Note[s] specified
      in
      Annex A hereto, in the principal amount of $___________ in such Note[s] or
      interests (the “Transfer”),
      to  ___________________________ (the “Transferee”), as further
      specified in Annex A hereto.  In connection with the Transfer, the
      Transferor hereby certifies that:

     

    [CHECK
      ALL THAT APPLY]

     

    1.         o       Check
      if
      Transferee will take delivery of a beneficial interest in the 144A Global Note
      or a Definitive Note Pursuant to Rule 144A.  The Transfer is
      being effected pursuant to and in accordance with Rule 144A under the United
      States Securities Act of 1933, as amended (the “Securities Act”), and,
      accordingly, the Transferor hereby further certifies that the beneficial
      interest or Definitive Note is being transferred to a Person that the Transferor
      reasonably believed and believes is purchasing the beneficial interest or
      Definitive Note for its own account, or for one or more accounts with respect
      to
      which such Person exercises sole investment discretion, and such Person and
      each
      such account is a “qualified institutional buyer” within the meaning of Rule
      144A in a transaction meeting the requirements of Rule 144A and such Transfer
      is
      in compliance with any applicable blue sky securities laws of any state of
      the
      United States.  Upon consummation of the proposed Transfer in
      accordance with the terms of the Indenture, the transferred beneficial interest
      or Definitive Note will be subject to the restrictions on transfer enumerated
      in
      the Restricted Notes Legend printed on the 144A Global Note and/or the
      Definitive Note and in the Indenture and the Securities Act.

     

    2.       o         Check
      if
      Transferee will take delivery of a beneficial interest in the Regulation S
      Global Note or Definitive Note pursuant to
      Regulation S.  The Transfer is being effected pursuant to
      and in accordance with Rule 903 or Rule 904 under the Securities Act and,
      accordingly, the Transferor hereby further certifies that (i) the Transfer
      is
      not being made to a person in the United States and (x) at the time the buy
      order was originated, the Transferee was outside the United States or such
      Transferor and any Person acting on its behalf reasonably believed and believes
      that the Transferee was 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    outside
      the United States or (y) the transaction was executed in, on or through the
      facilities of a designated offshore securities market and neither such
      Transferor nor any Person acting on its behalf knows that the transaction was
      prearranged with a buyer in the United States, (ii) no directed selling efforts
      have been made in contravention of the requirements of Rule 903(b) or Rule
      904(b) of Regulation S under the Securities Act, and (iii) the transaction
      is not part of a plan or scheme to evade the registration requirements of the
      Securities Act. Upon consummation of the proposed transfer in accordance with
      the terms of the Indenture, the transferred beneficial interest or Definitive
      Note will be subject to the restrictions on Transfer enumerated in the
      Restricted Notes Legend printed on the Regulation S Global Note and/or
      Definitive Note and in the Indenture and the Securities Act.

     

    3.     o           Check
      and
      complete if Transferee will take delivery of a beneficial interest in a Global
      Note or a Definitive Note pursuant to any provision of the Securities Act other
      than Rule 144A or Regulation S.  The Transfer is being
      effected in compliance with the transfer restrictions applicable to beneficial
      interests in Restricted Global Notes and Restricted Definitive Notes and
      pursuant to and in accordance with the Securities Act and any applicable blue
      sky securities laws of any state of the United States, and accordingly the
      Transferor hereby further certifies that (check one):

     

    (a)    o           such
      Transfer is being effected pursuant to and in accordance with Rule 144 under
      the
      Securities Act;

     

    or

     

    (b)   o            such
      Transfer is being effected to the Company or a Subsidiary thereof;

     

    or

     

    (c)   o            such
      Transfer is being effected pursuant to an effective registration statement
      under
      the Securities Act and in compliance with the prospectus delivery requirements
      of the Securities Act;

     

    or

     

    (d)    o           such
      Transfer is being effected to an Institutional Accredited Investor for its
      own
      account or for the account of such an Institutional Accredited Investor,
      pursuant to an exemption from the registration requirements of the Securities
      Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby
      further certifies that it has not engaged in any general solicitation within
      the
      meaning of Regulation D under the Securities Act and the Transfer complies
      with
      the transfer restrictions applicable to beneficial interests in a Restricted
      Global Note or Restricted Definitive Notes and the requirements of the exemption
      claimed, which certification is supported by (1) a certificate executed by
      the
      Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of
      Counsel satisfactory to the Company provided by the Transferor or the Transferee
      (a copy of which the Transferor has attached to this certification), to the
      effect that such Transfer is in compliance with the Securities
      Act.  Upon consummation of the proposed transfer in accordance with
      the terms of the Indenture, the transferred beneficial interest or Definitive
      Note will be subject to the restrictions on transfer enumerated in the
      Restricted Notes Legend printed on the Definitive Notes and in the Indenture
      and
      the Securities Act.

     

    4.    o           Check
      if
      Transferee will take delivery of a beneficial interest in an Unrestricted Global
      Note or of an Unrestricted Definitive Note.

     

    (a)    o          Check
      if Transfer is pursuant to Rule
      144.  (i) The Transfer is being effected pursuant to and in
      accordance with Rule 144 under the Securities Act and in compliance with the
      

     

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

     

    transfer
      restrictions contained in the Indenture and any applicable blue sky securities
      laws of any state of the United States and (ii) the restrictions on transfer
      contained in the Indenture and the Restricted Notes Legend are not required
      in
      order to maintain compliance with the Securities Act.  Upon
      consummation of the proposed Transfer in accordance with the terms of the
      Indenture, the transferred beneficial interest or Definitive Note will no longer
      be subject to the restrictions on transfer enumerated in the Restricted Notes
      Legend printed on the Restricted Global Notes, on Restricted Definitive Notes
      and in the Indenture.

     

    (b)   o           Check
      if Transfer is Pursuant to
      Regulation S.  (i) The Transfer is being effected pursuant
      to and in accordance with Rule 903 or Rule 904 under the Securities Act and
      in
      compliance with the transfer restrictions contained in the Indenture and any
      applicable blue sky securities laws of any state of the United States and (ii)
      the restrictions on transfer contained in the Indenture and the Restricted
      Notes
      Legend are not required in order to maintain compliance with the Securities
      Act.  Upon consummation of the proposed Transfer in accordance with
      the terms of the Indenture, the transferred beneficial interest or Definitive
      Note will no longer be subject to the restrictions on transfer enumerated in
      the
      Restricted Notes Legend printed on the Restricted Global Notes, on Restricted
      Definitive Notes and in the Indenture.

     

    (c)   o           Check
      if Transfer is Pursuant to
      Other Exemption.  (i) The Transfer is being effected pursuant
      to and in compliance with an exemption from the registration requirements of
      the
      Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance
      with
      the transfer restrictions contained in the Indenture and any applicable blue
      sky
      securities laws of any state of the United States and (ii) the restrictions
      on
      transfer contained in the Indenture and the Restricted Notes Legend are not
      required in order to maintain compliance with the Securities
      Act.  Upon consummation of the proposed Transfer in accordance with
      the terms of the Indenture, the transferred beneficial interest or Definitive
      Note will not be subject to the restrictions on transfer enumerated in the
      Restricted Notes Legend printed on the Restricted Global Notes or Restricted
      Definitive Notes and in the Indenture.

     

    This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Issuers.

     

     

    
       

      
      

       

      
        	 	 
	 	
                 [Insert
                  Name of Transferor]

              
	 	 
	 	By: 	  
	 	 	Name:
	 	 	Title:
	 	 


      

       

       

    

                                                                                                                                               
      

    Dated:

     

     

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

    
 

    ANNEX
      A TO CERTIFICATE OF TRANSFER

     

    1.           The
      Transferor owns and proposes to transfer the following:

     

    [CHECK
      ONE]

     

    (a)             o         a
      beneficial interest in the:

     

    
      	
               
                

            	
              (i)

            	 o	
              144A
                Global Note (CUSIP _________________),
                or

            


    

     

    
      	
               
                

            	
              (ii)

            	 o	
              IAI
                Global Note (CUSIP _________________),
                or

            


    

     

    
      	
               
                

            	
              (iii)

            	 o	
              Regulation
                S Global Note (CUSIP
                ________________),

            


    

     

    
      	
               
                

            	
              or

            


    

     

    
      	
               
                

            	
              (iv)

            	 o	
              Unrestricted
                Global Note (CUSIP ________________),
                or

            


    

     

    (b)             o         a
      Restricted Definitive Note; or

     

    (c)             o         an
      Unrestricted Definitive Note,

     

    2.           After
      the Transfer the Transferee will hold:

     

    [CHECK
      ONE]

     

    (a)             o         a
      beneficial interest in the:

     

    
      	
               
                

            	
              (i)

            	 o	
              144A
                Global Note (CUSIP _________________),
                or

            


    

     

    
      	
               
                

            	
              (ii)

            	 o	
              IAI
                Global Note (CUSIP _________________),
                or

            


    

     

    
      	
               
                

            	
              (iii)

            	 o	
              Regulation
                S Global Note (CUSIP ________________),
                or

            


    

     

    
      	
               
                

            	
              (iv)

            	 o	
              Unrestricted
                Global Note (CUSIP ________________),
                or

            


    

     

    (b)             o         a
      Restricted Definitive Note; or

     

    (c)              o        an
      Unrestricted Definitive Note,

     

    in
      accordance with the terms of the Indenture.

     

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

     

    FORM
      OF CERTIFICATE OF EXCHANGE

     

    Mobile
      Satellite Ventures LP

    10802
      Parkridge Boulevard

    Reston,
      VA  20191-5416

    Attention:  Treasurer

     

    [Trustee]

    as
      Trustee

     

     

    Attention:

    (Mobile
      Satellite Ventures LP and MSV Finance Co.

    16.0%
      Senior Notes due 2013)

     

    Re:           16.0%
      Senior Notes due 2013

     

    Reference
      is hereby made to the Indenture, dated as of [], 2009 (the “Indenture”), among Mobile
      Satellite Ventures LP, MSV Finance Co., the Guarantors named therein
      and              ,
      as trustee.  Capitalized terms used but not defined herein shall have
      the meanings given to them in the Indenture.

     

    __________________________
      (the “Owner”) owns and
      proposes to exchange the Note[s] or interest in such Note[s] specified herein,
      in the principal amount of $____________ in such Note[s] or interests (the
      “Exchange”).  In
      connection with the Exchange, the Owner hereby certifies that:

     

    1.           Exchange
      of Restricted Definitive Notes or Beneficial Interests in a Restricted Global
      Note for Unrestricted Definitive Notes or Beneficial Interests in an
      Unrestricted Global Note.

     

    (a)          o            Check
      if Exchange is from beneficial
      interest in a Restricted Global Note to beneficial interest in an Unrestricted
      Global Note.  In connection with the Exchange of the Owner’s
      beneficial interest in a Restricted Global Note for a beneficial interest in
      an
      Unrestricted Global Note in an equal principal amount, the Owner hereby
      certifies (i) the beneficial interest is being acquired for the Owner’s own
      account without transfer, (ii) such Exchange has been effected in compliance
      with the transfer restrictions applicable to the Global Notes and pursuant
      to
      and in accordance with the United States Securities Act of 1933, as amended
      (the
“Securities Act”),
      (iii) the restrictions on transfer contained in the Indenture and the Restricted
      Notes Legend are not required in order to maintain compliance with the
      Securities Act and (iv) the beneficial interest in an Unrestricted Global Note
      is being acquired in compliance with any applicable blue sky securities laws
      of
      any state of the United States.

     

    (b)           o           Check
      if Exchange is from beneficial
      interest in a Restricted Global Note to Unrestricted Definitive
      Note.  In connection with the Exchange of the Owner’s
      beneficial interest in a Restricted Global Note for an Unrestricted Definitive
      Note, the Owner hereby certifies (i) the Definitive Note is being acquired
      for
      the Owner’s own account without transfer, (ii) such Exchange has been effected
      in compliance with the transfer restrictions applicable to the Restricted Global
      Notes and pursuant to and in accordance with the Securities Act, (iii) the
      restrictions on transfer contained in the Indenture and the Restricted Notes
      Legend are not required in order to maintain compliance with the Securities
      Act


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    and
      (iv) the Definitive Note is being acquired in compliance with any applicable
      blue sky securities laws of any state of the United States.

     

    (c)           o           Check
      if Exchange is from Restricted
      Definitive Note to beneficial interest in an Unrestricted Global
      Note.  In connection with the Owner’s Exchange of a Restricted
      Definitive Note for a beneficial interest in an Unrestricted Global Note, the
      Owner hereby certifies (i) the beneficial interest is being acquired for the
      Owner’s own account without transfer, (ii) such Exchange has been effected in
      compliance with the transfer restrictions applicable to Restricted Definitive
      Notes and pursuant to and in accordance with the Securities Act, (iii) the
      restrictions on transfer contained in the Indenture and the Restricted Notes
      Legend are not required in order to maintain compliance with the Securities
      Act
      and (iv) the beneficial interest is being acquired in compliance with any
      applicable blue sky securities laws of any state of the United
      States.

     

    (d)           o           Check
      if Exchange is from Restricted
      Definitive Note to Unrestricted Definitive Note.  In connection
      with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted
      Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive
      Note
      is being acquired for the Owner’s own account without transfer, (ii) such
      Exchange has been effected in compliance with the transfer restrictions
      applicable to Restricted Definitive Notes and pursuant to and in accordance
      with
      the Securities Act, (iii) the restrictions on transfer contained in the
      Indenture and the Restricted Notes Legend are not required in order to maintain
      compliance with the Securities Act and (iv) the Unrestricted Definitive Note
      is
      being acquired in compliance with any applicable blue sky securities laws of
      any
      state of the United States.

     

    2.           Exchange
      of Restricted Definitive Notes or Beneficial Interests in Restricted Global
      Notes for Restricted Definitive Notes or Beneficial Interests in Restricted
      Global Notes.

     

    (a)          o            Check
      if Exchange is from beneficial
      interest in a Restricted Global Note to Restricted Definitive
      Note.  In connection with the Exchange of the Owner’s
      beneficial interest in a Restricted Global Note for a Restricted Definitive
      Note
      with an equal principal amount, the Owner hereby certifies that the Restricted
      Definitive Note is being acquired for the Owner’s own account without
      transfer.  Upon consummation of the proposed Exchange in accordance
      with the terms of the Indenture, the Restricted Definitive Note issued will
      continue to be subject to the restrictions on transfer enumerated in the
      Restricted Notes Legend printed on the Restricted Definitive Note and in the
      Indenture and the Securities Act.

     

    (b)         o             Check
      if Exchange is from Restricted
      Definitive Note to beneficial interest in a Restricted Global Note. In
      connection with the Exchange of the Owner’s Restricted Definitive Note for a
      beneficial interest in a Restricted Global Note with an equal principal amount,
      the Owner hereby certifies (i) the beneficial interest is being acquired for
      the
      Owner’s own account without transfer and (ii) such Exchange has been effected in
      compliance with the transfer restrictions applicable to the Restricted Global
      Notes and pursuant to and in accordance with the Securities Act, and in
      compliance with any applicable blue sky securities laws of any state of the
      United States.  Upon consummation of the proposed Exchange in
      accordance with the terms of the Indenture, the beneficial interest issued
      will
      be subject to the restrictions on transfer enumerated in the Restricted Notes
      Legend printed on the relevant Restricted Global Note and in the Indenture
      and
      the Securities Act.

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

     

    This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Company.

     

     

    
    

     

    
      	 	 
	 	
               [Insert
                Name of Transferor]

            
	 	 
	 	By: 	  
	 	 	Name:
	 	 	Title:
	 	 


    

     

     

     

    Dated:

     

     

    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      D

     

    FORM
      OF CERTIFICATE FROM

     

    ACQUIRING
      INSTITUTIONAL ACCREDITED INVESTOR

     

    Mobile
      Satellite Ventures LP

    10802
      Parkridge Boulevard

    Reston,
      VA  20191-5416

    Attention:  Treasurer

     

    [Trustee]

    as
      Trustee

    


     

    Attention:

    (Mobile
      Satellite Ventures LP and MSV Finance Co.

    16.0%
      Senior Notes due 2013)

     

    Re:           16.0%
      Senior Notes due 2013

     

    Reference
      is hereby made to the Indenture, dated as of January 6, 2009 (the “Indenture”), among Mobile
      Satellite Ventures LP and MSV Finance Co., the Guarantors named therein
      and              ,
      as trustee.  Capitalized terms used but not defined herein shall have
      the meanings given to them in the Indenture.

     

    In
      connection with our proposed purchase of $____________ aggregate principal
      amount of:

     

    (a)                      a
      beneficial interest in a Global Note, or

     

    (b)                      a
      Definitive Note,

     

    we
      confirm that:

     

    1.           We
      understand that any subsequent transfer of the Notes or any interest therein
      is
      subject to certain restrictions and conditions set forth in the Indenture and
      the undersigned agrees to be bound by, and not to resell, pledge or otherwise
      transfer the Notes or any interest therein except in compliance with, such
      restrictions and conditions and the United States Securities Act of 1933, as
      amended (the “Securities
      Act”).

     

    2.           We
      understand that the offer and sale of the Notes have not been registered under
      the Securities Act, and that the Notes and any interest therein may not be
      offered or sold except as permitted in the following sentence.  We
      agree, on our own behalf and on behalf of any accounts for which we are acting
      as hereinafter stated, that if we should sell the Notes or any interest therein,
      we will do so only (A) to the Company or any Subsidiary thereof, (B) in
      accordance with Rule 144A under the Securities Act to a “qualified institutional
      buyer” (as defined therein), (C) to an institutional “accredited investor” (as
      defined below) that, prior to such transfer, furnishes (or has furnished on
      its
      behalf by a U.S. broker-dealer) to you and to the Company a signed letter
      substantially in the form of this letter and an Opinion of Counsel in form
      reasonably acceptable to the Company to the effect that such transfer is in
      compliance with the Securities Act, (D) outside the United States in accordance
      with Rule 904 of Regulation S under 

     

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    the
      Securities Act, (E) pursuant to the provisions of Rule 144(k) under the
      Securities Act or (F) pursuant to an effective registration statement under
      the
      Securities Act, and we further agree to provide to any person purchasing the
      Definitive Note or beneficial interest in a Global Note from us in a transaction
      meeting the requirements of clauses (A) through (E) of this paragraph a notice
      advising such purchaser that resales thereof are restricted as stated
      herein.

     

    3.           We
      understand that, on any proposed resale of the Notes or beneficial interest
      therein, we will be required to furnish to you and the Company such
      certifications, legal opinions and other information as you and the Company
      may
      reasonably require to confirm that the proposed sale complies with the foregoing
      restrictions.  We further understand that the Notes purchased by us
      will bear a legend to the foregoing effect.

     

    4.           We
      are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
      (3) or (7) of Regulation D under the Securities Act) or an entity in which
      all
      of the equity owners are the foregoing and have such knowledge and experience
      in
      financial and business matters as to be capable of evaluating the merits and
      risks of our investment in the Notes, and we and any accounts for which we
      are
      acting are each able to bear the economic risk of our or its
      investment.

     

    5.           We
      are acquiring the Notes or beneficial interest therein purchased by us for
      our
      own account or for one or more accounts (each of which is an institutional
      “accredited investor”) as to each of which we exercise sole investment
      discretion.

     

    You
      and the Issuers are entitled to rely upon this letter and are irrevocably
      authorized to produce this letter or a copy hereof to any interested party
      in
      any administrative or legal proceedings or official inquiry with respect to
      the
      matters covered hereby.

     

     

    
    

     

    
      	 	 
	 	[Insert
              Name of Transferor]
               

            
	 	 
	 	 By: 	 
	 	 	Name:
	 	 	Title:


    

     

     

    


            

     

     

    Dated:

    


    
 

     

     

     D-2