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