B NOTE
CAI WIRELESS SYSTEMS, INC.
13.00% Senior Secured B Notes due October 14, 2000
$50,000,000 Dated: October 14, 1998
FOR VALUE RECEIVED, the undersigned, CAI WIRELESS SYSTEMS, INC, a
Connecticut corporation (the "COMPANY"), HEREBY PROMISES TO PAY to Merrill
Lynch Global Allocation Fund, Inc., (the"PURCHASER") or its registered assigns,
the principal amount of FIFTY MILLION DOLLARS AND NO CENTS on October 14, 2000,
with interest (computed on the basis of a 360-day year of twelve 30-day months)
(a) on the unpaid principal amount thereof at the rate of 13.00% per annum from
the date hereof, payable on the Maturity Date as defined in the Note Purchase
Agreement referred to below and (b) to the extent permitted by applicable law
on any overdue payment (including any overdue payment) of principal, any
overdue payment of interest and any overdue payment of any other amount, at the
rate of 17% per annum until such amount is paid in full.
Payments of principal and interest upon maturity with respect to
this Note are payable in lawful money of the United States of America at the
Purchaser's office as provided in the Note Purchase Agreement referred to
below.
This Note is for the 13.00% Senior Secured B Notes due October 14,
2000 (collectively, the "B NOTES") issued for an aggregate principal amount of
$50,000,000 pursuant to the Note Purchase Agreement dated as of October 14,
1998 (as amended, supplemented or otherwise modified from time to time, the
"NOTE PURCHASE AGREEMENT") among the Company, the Purchaser and the other
Purchasers referred to on Schedule I thereto. The holder of this Note is
entitled to the benefits of the Note Purchase Agreement and may enforce the
agreements of the Company therein and in the other Note Documents (as defined
in the Note Purchase Agreement) in accordance with the respective terms
thereof, and may enforce the rights and remedies provided for thereby or
otherwise available in respect thereof in accordance with the respective terms
thereof. The holder of this Note will be deemed, by its acceptance hereof, (i)
to have agreed to the confidentiality provisions set forth in Section 19 of the
Note Purchase Agreement and (ii) to have made the representation set forth in
Section 6.3 of the Note Purchase Agreement.
This Note is a registered Note and, as provided in and subject to the terms of
the Note Purchase Agreement, is transferable only upon surrender of this Note
for registration of transfer, duly endorsed or accompanied by a written
instrument of transfer duly executed by the registered holder hereof or its
attorney duly authorized in writing, at which time a new Note for a like
principal amount will be issued to, and registered in the name of, the
permitted transferee. Reference in this Note to a "HOLDER" shall mean the
person or entity in whose name this Note is at the time registered in the
register kept by the Company as provided in Section 12.1 of the Note Purchase
Agreement and, prior to due presentment for registration of transfer, the
Company may treat such person or entity as the owner of this Note for the
purpose of receiving payment and for all other purposes, and the Company will
not be affected by any notice to the contrary.
The Company will make required redemptions of principal on the dates
and in the amounts specified in Section 7.1 of the Note Purchase Agreement.
This Note is also subject to optional redemption, in whole or from time to time
in part, at the times and on the terms specified in Section 7.2 of the Note
Purchase Agreement.
If an Event of Default (as defined in the Note Purchase Agreement)
shall occur and be continuing, the unpaid balance of the principal of this Note
may be declared or otherwise become due and payable in the manner, at the price
and with the effect provided in Section 11 of the Note Purchase Agreement.
This Note shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York.
CAI WIRELESS SYSTEMS, INC.
By: /S/ JAMES P. ASHMAN
Name: James P. Ashman
Title: Executive Vice President