Installment Payment Plan Note

INSTALLMENT PAYMENT PLAN NOTE
(Broadband Personal Communications Service, F Block: Auction Event no. 11)


US $____________ Washington, D.C.
Execution Date: __________, 1997 License NO.: _______ Effective Date: ________, 1997


FOR VALUE RECEIVED, the undersigned, AER FORCE COMMUNICATIONS B, L.P., a Delaware Limited Partnership ("MAKER"), promises to pay to the order of the FEDERAL COMMUNICATIONS COMMISSION, an independent regulatory agency of the United States ("PAYEE" or "COMMISSION"), the principal sum of $____________ DOLLARS ("PRINCIPAL AMOUNT"), together with accrued interest, computed at the annual rate of ___________________ percent (____%) per annum ("ANNUAL RATE") on the unpaid Principal Amount hereof, from the date of this Note until the date the entire Principal Amount has been paid in full. This Note is executed on the Execution Date set forth above but is intended for all purposes to be effective as of ________, 1997.


Interest and principal shall be payable as set forth below and in accordance with Schedule A attached hereto and made a part hereof;


Interest only, at the Annual Rate from the date hereof shall be due and payable in equal consecutive quarterly installments of $_________, due on _______, 1997 and every year on _______, __________, __________, and ________ thereafter through and including _________, 1999.


Commencing with the payment due on _______, 1999, Maker shall pay principal and interest in equal quarterly installments of $_________, due on _______, __________, __________, and ________ of every year hence through and including __________, 2007.


The entire unpaid Principal Amount, together with accrued and unpaid interest thereon, and all other remaining obligations of maker hereunder, if not sooner paid, shall be due and payable on _______, 2007 ("MATURITY DATE").


All interest shall be computed on the basis of 360-day year for actual days elapsed.


All payments to be made hereunder, of principal, interest, costs, expenses, or other sums due hereunder, shall be made to the holder of this Note in lawful money of the United States of America which at the time of payment shall be legal tender for the payment of public and private


debts, free and clear and without reduction by reason of any present or future income, stamp or other taxes, levies, imposts, deductions, charges, compulsory loans or withholdings whatsoever, including interest thereon or penalties with respect thereto, if any imposed, assessed, levied or collected by any political subdivision or taxing authority thereof or therein, on or in respect of this Note or the obligations it evidences. All payments shall be made during normal business hours at the Commission's designated lockbox location as set forth from time to time in the Commission's then-applicable orders and regulations and/or public notices.


This Note is secured by, and entitled to the benefits of, a Security Agreement (the "SECURITY AGREEMENT") of even date between Maker and Payee. All the terms, covenants, conditions and agreements contained in the Security Agreement are hereby incorporated herein and made part of this Note to the same extent and effect as if fully set forth herein. It is expressly understood by Maker that all of the terms of the Security Agreement apply to this Note, and that reference in the Security Agreement to "THIS AGREEMENT" includes both the Security Agreement and this Note.


IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE OF EACH AND EVERY OF THE TERMS AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.


A default under this Note ("EVENT OF DEFAULT") shall occur upon any or all of the following:


a. Any non-payment by Maker of any Principal and/or Interest on the due date as specified hereinabove if the Maker remains delinquent for more than 90 days and


(1) Maker has not submitted a request, in writing, for
grace period or extension of payments, if any such
grace period or extension of payments is provided for
in the then-applicable orders and regulations of the
Commission; or


(2) Maker has submitted a request, in writing, for a
grace period or extension of payment, if any such
grace period or extension of payment is provided for
in the then-applicable orders and regulations of the
Commission, and following the expiration of the grant
of such grace period or extension or upon denial of
such a request for a grace period or extension, Maker
has not resumed payments of Principal and/or Interest
in accordance with the terms of this Note; or


b. An involuntary case is commenced against the Maker (or any of Maker's Affiliates) and the petition shall not have been dismissed, stayed, bonded or discharged within sixty (60)


-2-


days after commencement of the case; or a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Maker (or any of the Maker's Affiliates) in an involuntary case, under any applicable bankruptcy, insolvency or other similar law now or hereinafter in effect, or any other similar relief shall be granted under any applicable federal, state, local or foreign law; or,


c. A decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Maker (or any of the Maker's Affiliates) or over all or a substantial part of the property of the Maker (or any of the Maker's Affiliates) shall be entered; or an interim receiver, trustee or other custodian of the Maker (or any of the Maker's Affiliates) or of all or a substantial part of the property of the Maker (or any of the Maker's Affiliates) shall be appointed or a warrant of attachment, execution, or similar process against any substantial part of the property of the Maker (or any of the Maker's Affiliates) shall be issued and any such event shall not be stayed, dismissed, bonded or discharged within sixty (60) days after entry, appointment or issuance; or


d. The Maker (or any of the Maker's Affiliates) shall (1) commence a voluntary case under any applicable bankruptcy, insolvency or other similar law not or hereafter in effect, (2) consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, (3) consent to the appointment of or tak ...