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