exv10w23






Exhibit 10.23




EXECUTION COPY




 





DIGITALGLOBE, INC.




$40,000,000




Guaranteed Unsecured Senior Subordinated Notes due April 18, 2012




 





SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT

 






Dated February 6, 2008

 






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	SECTION 1. AUTHORIZATION OF SENIOR SUBORDINATED NOTES
	 	 	1	 
	SECTION 2. SALE AND PURCHASE OF SENIOR SUBORDINATED NOTES
	 	 	1	 
	SECTION 3. CLOSING
	 	 	1	 
	SECTION 4. CONDITIONS TO CLOSING
	 	 	2	 
	Section 4.1 Representations and Warranties
	 	 	2	 
	Section 4.2 Performance; No Default
	 	 	2	 
	Section 4.3 Compliance Certificates
	 	 	2	 
	Section 4.4 Opinions of Counsel
	 	 	3	 
	Section 4.5 Purchase Permitted By Applicable Law, Etc
	 	 	3	 
	Section 4.6 Sale of Other Senior Subordinated Notes
	 	 	3	 
	Section 4.7 Changes in Corporate Structure
	 	 	3	 
	Section 4.8 Funding Instructions
	 	 	3	 
	Section 4.9 Proceedings and Documents
	 	 	3	 
	Section 4.10 Solvency Certificate
	 	 	3	 
	Section 4.11 Credit Agreement and Amendments
	 	 	4	 
	Section 4.12 Fees and Expenses
	 	 	4	 
	Section 4.13 Execution of Note Purchase Documents
	 	 	4	 
	Section 4.14 Execution of Side Letters
	 	 	4	 
	SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
	 	 	4	 
	Section 5.1 Organization; Power and Authority
	 	 	4	 
	Section 5.2 Title to Property; Leases; Licenses
	 	 	5	 
	Section 5.3 Financial Statements; Financial Plan
	 	 	5	 
	Section 5.4 Absence of Material Adverse Effect
	 	 	5	 
	Section 5.5 Litigation; Observance of Agreements, Statutes and Orders
	 	 	6	 
	Section 5.6 Governmental Approvals
	 	 	6	 
	Section 5.7 Compliance with Laws, Other Instruments, Etc
	 	 	6	 
	Section 5.8 Organization and Ownership of Shares of Subsidiaries
	 	 	6	 
	Section 5.9 Material Misstatements and Omissions
	 	 	7	 
	Section 5.10 Solvency
	 	 	7	 
	Section 5.11 Labor Practices
	 	 	7	 
	Section 5.12 Compliance with ERISA
	 	 	7	 
	Section 5.13 Environmental Matters
	 	 	8	 
	Section 5.14 Intellectual Property
	 	 	8	 
	Section 5.15 Absence of Events of Default
	 	 	9	 






 









 






TABLE OF
CONTENTS



	 	 	 	 	 
	 	 	Page
	Section 5.16 Absence of Other Defaults
	 	 	9	 
	Section 5.17 Material Contracts and Liens
	 	 	9	 
	Section 5.18 Use of Proceeds; Margin Regulations
	 	 	9	 
	Section 5.19 Insurance
	 	 	10	 
	Section 5.20 Taxes
	 	 	10	 
	Section 5.21 Sufficiency of Project Documents
	 	 	10	 
	Section 5.22 Project Documents
	 	 	10	 
	Section 5.23 Mission Control Center
	 	 	11	 
	Section 5.24 Private Offering by the Company
	 	 	11	 
	Section 5.25 Partnerships, Etc
	 	 	11	 
	Section 5.26 Fiscal Year
	 	 	11	 
	Section 5.27 Foreign Assets Control Regulations, etc
	 	 	11	 
	Section 5.28 Fees
	 	 	11	 
	SECTION 6. REPRESENTATIONS OF THE PURCHASERS
	 	 	11	 
	Section 6.1 Purchase for Investment
	 	 	11	 
	SECTION 7. INCREASED COSTS; TAXES; CAPITAL ADEQUACY
	 	 	12	 
	Section 7.1 Compensation for Increased Costs
	 	 	12	 
	Section 7.2 Taxes
	 	 	13	 
	Section 7.3 Capital Adequacy Adjustment
	 	 	15	 
	SECTION 8. PAYMENT AND PREPAYMENT OF THE SENIOR SUBORDINATED NOTES

	 	 	15	 
	Section 8.1 Interest
	 	 	15	 
	Section 8.2 Maturity
	 	 	16	 
	Section 8.3 Optional Prepayment
	 	 	16	 
	Section 8.4 Mandatory Prepayments
	 	 	17	 
	Section 8.5 Repayment Premium
	 	 	20	 
	Section 8.6 Additional Prepayment Covenant
	 	 	21	 
	SECTION 9. AFFIRMATIVE COVENANTS; PROJECT DOCUMENT COVENANTS
	 	 	23	 
	Section 9.1 Affirmative Covenants
	 	 	23	 
	Section 9.2 Principal Project Documents
	 	 	29	 
	Section 9.3 Other Project Documents
	 	 	29	 
	SECTION 10. NEGATIVE COVENANTS
	 	 	30	 
	Section 10.1 Indebtedness
	 	 	30	 






 









 





TABLE OF
CONTENTS


	 	 	 	 	 
	 	 	Page
	Section 10.2 Liens
	 	 	31	 
	Section 10.3 Sales and Lease-Backs
	 	 	31	 
	Section 10.4 Transactions with Shareholders and Affiliates
	 	 	32	 
	Section 10.5 Investments
	 	 	32	 
	Section 10.6 Certain Agreements
	 	 	32	 
	Section 10.7 Fundamental Changes
	 	 	32	 
	Section 10.8 Asset Sales
	 	 	33	 
	Section 10.9 Fiscal Year
	 	 	33	 
	Section 10.10 Restricted Payments
	 	 	33	 
	Section 10.11 No Other Business
	 	 	33	 
	Section 10.12 Indebtedness Payments
	 	 	33	 
	Section 10.13 Anti-Layering
	 	 	33	 
	Section 10.14 Subsidiaries
	 	 	33	 
	Section 10.15 Modification of Certain Documents
	 	 	33	 
	Section 10.16 Use of Proceeds of Additional WorldView-2 Stock Issuances
	 	 	34	 
	Section 10.17 Financial Covenants
	 	 	34	 
	SECTION 11. EVENTS OF DEFAULT
	 	 	36	 
	SECTION 12. REMEDIES ON DEFAULT, ETC
	 	 	38	 
	Section 12.1 Acceleration
	 	 	38	 
	Section 12.2 Other Remedies
	 	 	39	 
	Section 12.3 Rescission
	 	 	39	 
	Section 12.4 No Waivers or Election of Remedies, Expenses, Etc
	 	 	39	 
	SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF SENIOR SUBORDINATED NOTES
	 	 	40	 
	Section 13.1 Registration of Senior Subordinated Notes
	 	 	40	 
	Section 13.2 Transfer and Exchange of Senior Subordinated Notes
	 	 	40	 
	Section 13.3 Replacement of Senior Subordinated Notes
	 	 	40	 
	SECTION 14. PAYMENTS ON SENIOR SUBORDINATED NOTES
	 	 	41	 
	Section 14.1 Place of Payment
	 	 	41	 
	Section 14.2 Home Office Payment
	 	 	41	 
	SECTION 15. SUBORDINATION OF NOTES
	 	 	41	 
	Section 15.1 Senior Subordinated Notes Subordinate to Senior Indebtedness
	 	 	41	 
	Section 15.2 Payment Over of Proceeds Upon Dissolution, Etc
	 	 	42	 
	Section 15.3 No Payment When Senior Indebtedness in Default
	 	 	43	 






 









 





TABLE OF
CONTENTS




	 	 	 	 	 
	 	 	Page
	Section 15.4 Payment Permitted if No Default
	 	 	45	 
	Section 15.5 Subrogation to Rights of Holders of Senior Indebtedness
	 	 	45	 
	Section 15.6 Provisions Solely to Define Relative Rights
	 	 	46	 
	Section 15.7 No Waiver of Subordination
	 	 	46	 
	Section 15.8 Reliance on Judicial Order or Certificate of Liquidating Agent
	 	 	46	 
	Section 15.9 Reliance by Holders of Senior Indebtedness on Subordination Provision
	 	 	46	 
	Section 15.10 Third Party Beneficiary; No Amendment
	 	 	46	 
	Section 15.11 Certain Notices
	 	 	47	 
	Section 15.12 Modification of Credit Documents and Note Documents
	 	 	47	 
	SECTION 16. GUARANTEES OF NOTES
	 	 	48	 
	Section 16.1 Guarantees
	 	 	48	 
	Section 16.2 Execution and Delivery of this Agreement and Supplemental Guarantee
Counterparts
	 	 	49	 
	Section 16.3 Releases of Guarantees
	 	 	50	 
	Section 16.4 Subordination of Guarantees
	 	 	50	 
	Section 16.5 Limitation on Subsidiary Guarantor Liability
	 	 	50	 
	Section 16.6 Endorsement of Guarantees
	 	 	51	 
	SECTION 17. EXPENSES, ETC
	 	 	51	 
	Section 17.1 Transaction Expenses
	 	 	51	 
	Section 17.2 Survival
	 	 	51	 
	Section 17.3 Indemnification
	 	 	51	 
	SECTION 18. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT
	 	 	52	 
	SECTION 19. AMENDMENT AND WAIVER
	 	 	52	 
	Section 19.1 Requirements
	 	 	52	 
	Section 19.2 Solicitation of Holders of Senior Subordinated Notes
	 	 	53	 
	Section 19.3 Binding Effect, etc
	 	 	53	 
	Section 19.4 Senior Subordinated Notes Held by Company, etc
	 	 	53	 
	SECTION 20. NOTICES
	 	 	53	 
	SECTION 21. REPRODUCTION OF DOCUMENTS
	 	 	54	 
	SECTION 22. CONFIDENTIAL INFORMATION
	 	 	54	 
	SECTION 23. [RESERVED]
	 	 	55	 
	SECTION 24. MISCELLANEOUS
	 	 	55	 
	Section 24.1 Successors and Assigns
	 	 	55	 






 









 







TABLE OF
CONTENTS



	 	 	 	 	 
	 	 	Page
	Section 24.2 Payments Due on Non-Business Days
	 	 	55	 
	Section 24.3 Accounting Terms
	 	 	56	 
	Section 24.4 Severability
	 	 	56	 
	Section 24.5 Construction, etc
	 	 	56	 
	Section 24.6 Counterparts
	 	 	57	 
	Section 24.7 Governing Law
	 	 	57	 
	Section 24.8 Jurisdiction and Process; Waiver of Jury Trial
	 	 	57	 






	 	 	 	 	 
	Schedule A

	 	—
	 	Information Relating To Purchasers
	Schedule B

	 	—
	 	Defined Terms
	Schedule 4.7

	 	––
	 	Changes in Corporate Structure
	Schedule 5.2(d)

	 	––
	 	Real Property
	Schedule 5.5

	 	––
	 	Legal Proceedings
	Schedule 5.6(c)

	 	––
	 	Governmental Approvals And Filings
	Schedule 5.8(a)

	 	––
	 	Subsidiaries Of The Company And Ownership Of Subsidiary Stock
	Schedule 5.13(a)

	 	––
	 	Environmental Matters
	Schedule 5.14

	 	––
	 	Intellectual Property
	Schedule 5.16

	 	––
	 	Defaults
	Schedule 5.17

	 	––
	 	Material Contracts And Liens
	Schedule 5.19

	 	––
	 	Insurance
	Schedule 5.23

	 	––
	 	Mission Control Center
	Schedule 9.1(a)

	 	––
	 	Projection Of Cash Flows
	Schedule 9.1(h)(ii)

	 	––
	 	Governmental Approvals
	Schedule 9.2(b)

	 	––
	 	Principal Project Document Cancellation, Termination, Amendments
	Schedule 10.1

	 	––
	 	Indebtedness
	Schedule 10.2

	 	––
	 	Liens
	Schedule 10.5

	 	––
	 	Permitted Investments






 









 






	 	 	 	 	 
	Exhibit 1

	 	––
	 	Form Of Senior Subordinated Note Due April 18, 2012
	Exhibit 4.4(a)

	 	––
	 	Form Of Opinion Of Special Counsel To The Company
	Exhibit 4.4(b)

	 	––
	 	Form Of Opinion Of Special Counsel To morgan stanley principal
investments, inc. 
	Exhibit 4.10

	 	––
	 	Form Of Solvency Certificate
	Exhibit 16.2

	 	––
	 	Form Of Supplemental Guarantee Counterpart
	Exhibit 16.6

	 	––
	 	Form Of Notation of Guarantee









 









 








Guaranteed Unsecured Senior Subordinated Notes due April 18, 2012




February 6, 2008




TO EACH OF THE PURCHASERS LISTED IN




     SCHEDULE A HERETO:



Ladies and Gentlemen:



     Each of DigitalGlobe, Inc., a Delaware corporation (the “Company”), and the Subsidiary
Guarantors from time to time party hereto agrees with each of the purchasers whose names appear at
the end hereof (each, together with its permitted assigns and transferees, a “Purchaser” and,
collectively, the “Purchasers”) as follows:



SECTION 1. AUTHORIZATION OF SENIOR SUBORDINATED NOTES.




     The Company will authorize the issue and sale of (i) $40,000,000 aggregate principal amount of
its Guaranteed Unsecured Senior Subordinated Notes due April 18, 2012 (the “Notes” or “Senior
Subordinated Notes,” such term to include any such notes issued in substitution therefor pursuant
to Section 13 and any notes issued in order to provide for payment-in-kind of interest in lieu of
cash in accordance with Section 8.1) and (ii) such additional Senior Subordinated Notes as may be
required to be issued in order to provide for payment-in-kind of interest in lieu of cash in
accordance with Section 8.1. The Senior Subordinated Notes shall be substantially in the form set
out in Exhibit 1. Certain capitalized and other terms used in this Agreement are defined in
Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a
Schedule or an Exhibit attached to this Agreement.



     Payment of the principal of, Repayment Premium (if any) and interest on the Senior
Subordinated Notes and other amounts owing hereunder shall be unconditionally guaranteed by the
Subsidiary Guarantors as provided in Section 16 (and each Senior Subordinated Note will have the
Guarantees of the Subsidiary Guarantors endorsed thereon in the form set out in Exhibit 16.6).



SECTION 2. SALE AND PURCHASE OF SENIOR SUBORDINATED NOTES.




     Subject to the terms and conditions of this Agreement, the Company will issue and sell to each
Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in
Section 3, Senior Subordinated Notes in the principal amount specified opposite such Purchaser’s
name in Schedule A at the purchase price of one hundred percent (100%) of the principal amount
thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no
Purchaser shall have any liability to any Person for the performance or non-performance of any
obligation by any other Purchaser hereunder.



SECTION 3. CLOSING.




     The sale and purchase of the Senior Subordinated Notes referred to under Section 2 to be
purchased by each Purchaser shall occur at the offices of Milbank, Tweed, Hadley & McCloy LLP, 1
Chase Manhattan Plaza, New York, NY 10005, at 11:00 a.m., New York time, at a closing (the
“Closing”) on February 6, 2008 or on such other Business Day thereafter on or prior to February 6,
2008



 









 







as may be agreed upon by the Company and the Purchasers. At the Closing the Company will
deliver to each Purchaser the Senior Subordinated Notes to be purchased by such Purchaser at such
time in the form of a single Senior Subordinated Note (or such greater number of Senior
Subordinated Notes in denominations of at least $100,000 as such Purchaser may request) dated the
date of the Closing and registered in such Purchaser’s name (or in the name of its nominee),
against delivery by such Purchaser to the Company or its order of immediately available funds in
the amount of the purchase price therefor by wire transfer of immediately available funds for the
account of the Company to beneficiary account number 103690016474 at US Bank, Denver, CO, USA,
SWIFT Code: USBKUS44IMT, ABA/Routing #: 102000021, Beneficiary Name: DigitalGlobe, Inc. If at the
Closing the Company shall fail to tender such Senior Subordinated Notes to any Purchaser as
provided above in this Section 3, or any of the conditions specified in Section 4 shall not have
been fulfilled to such Purchaser’s satisfaction, each Purchaser shall, at its election, be relieved
of all further obligations under this Agreement, without thereby waiving any rights such Purchaser
may have by reason of such failure or such nonfulfillment.



SECTION 4. CONDITIONS TO CLOSING.




     Each Purchaser’s obligation to purchase and pay for the Senior Subordinated Notes to be sold
to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction,
prior to or at the Closing, of the following conditions:



     Section 4.1 Representations and Warranties. The representations and warranties of the Company
and each Subsidiary Guarantor in this Agreement shall be correct when made and, in all material
respects, correct at the time of the Closing.



     Section 4.2 Performance; No Default. The Company and each Subsidiary Guarantor shall have
performed and complied with all agreements and conditions contained in this Agreement required to
be performed or complied with by it prior to or at the Closing and after giving effect to the issue
and sale of the Senior Subordinated Notes (and the application of the proceeds thereof as
contemplated by Section 5.18) no Default or Event of Default shall have occurred and be continuing.



     Section 4.3 Compliance Certificates.



          (a) Officer’s Certificate. The Company shall have delivered to such Purchaser an
Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in
Sections 4.1, 4.2, and 4.7 have been fulfilled.




          (b) Closing Certificates. The Company and each Subsidiary Guarantor shall have
delivered to such Purchaser a certificate of its Secretary, Assistant Secretary or Treasurer, each
in form and substance reasonably satisfactory to such Purchaser, dated the Closing Date, certifying
with respect to (i) the articles of incorporation, certificate of formation or certificate of
limited partnership or other formation document, as the case may be, of such Obligor, (ii) the
bylaws, operating agreement or limited partnership agreement or similar agreement, as the case may
be, of such Obligor, (iii) the resolutions of the board of directors, manager or general partner,
as the case may be, of such Obligor approving each Note Purchase Document to which such Obligor is
a party and the other documents to be delivered by such Obligor under the Note Purchase Documents
and the performance of the obligations of such Obligor thereunder, and (iv) the names and true
signatures of the officers of such Obligor or such other persons authorized to sign each Note
Purchase Document to which such Obligor is a party and the other documents to be delivered by it
under the Credit Documents.




          (c) Good Standing Certificates. Such Purchaser shall have received a good standing
certificate from the applicable Governmental Body of the Company and each Subsidiary Guarantor’s


 









 







jurisdiction of incorporation, organization or formation and in each jurisdiction in which it
is qualified as a foreign corporation or other entity to do business, each dated as of a recent
date.




     Section 4.4 Opinions of Counsel. Such Purchaser shall have received opinions in form and
substance satisfactory to such Purchaser, dated the date of the Closing (a) from Paul, Hastings,
Janofsky & Walker LLP, counsel for the Company and the Subsidiary Guarantors, covering the matters
set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions
contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby
instructs its counsel to deliver such opinion to the Purchasers) and (b) from Milbank, Tweed,
Hadley & McCloy LLP, special counsel to Morgan Stanley Principal Investments, Inc. in connection
with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such
other matters incident to such transactions as such Purchaser may reasonably request.



     Section 4.5 Purchase Permitted By Applicable Law, Etc. On the date of the Closing such
Purchaser’s purchase of Senior Subordinated Notes shall (a) be permitted by the laws and
regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions
(such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by
insurance companies without restriction as to the character of the particular investment, (b) not
violate any applicable law or regulation (including, without limitation, Regulation T, U or X of
the Board of Governors) and (c) not subject such Purchaser to any tax, penalty or liability under
or pursuant to any applicable law or regulation. If requested by such Purchaser, such Purchaser
shall have received an Officer’s Certificate certifying as to such matters of fact as such
Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so
permitted.



     Section 4.6 Sale of Other Senior Subordinated Notes. Contemporaneously with the Closing the
Company shall sell to each other Purchaser and each other Purchaser shall purchase the Senior
Subordinated Notes to be purchased by it at the Closing as specified in Schedule A.



     Section 4.7 Changes in Corporate Structure. Other than the merger of wholly owned
Subsidiaries into the Company as set forth on Schedule 4.7 hereof, the Company shall not have
changed its jurisdiction of incorporation or organization, as applicable, or been a party to any
merger or consolidation or succeeded to all or any substantial part of the liabilities of any other
entity, at any time following the date of the most recent financial statements referred to in
Section 5.3.



     Section 4.8 Funding Instructions. On or prior to the date of the Closing, each Purchaser
shall have received written instructions from a Responsible Officer confirming the information
specified in Section 3 including (i) the name and address of the transferee bank, (ii) such
transferee bank’s ABA number and (iii) the account name and number into which the purchase price
for the Senior Subordinated Notes is to be deposited.



     Section 4.9 Proceedings and Documents. All corporate and other proceedings in connection with
the transactions contemplated by this Agreement, including, without limitation, all documents and
instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and
its special counsel, and such Purchaser and its special counsel shall have received all such
counterpart originals or certified or other copies of such documents as such Purchaser or such
special counsel may reasonably request.



     Section 4.10 Solvency Certificate. Such Purchaser shall have received in respect of the
Company and each Subsidiary Guarantor a certificate, substantially in the form of Exhibit 4.10
hereto, signed by an appropriate officer or director of the Company confirming that each of the
Company and



 









 







each Subsidiary Guarantor is, and after giving the Guarantee provided for in Section 16.1 will
be, Solvent and able to pay its debts as they become due.



     Section 4.11 Credit Agreement and Amendments. Such Purchaser shall have received copies of
the Credit Agreement, Amendment No. 1 dated as of December 20, 2006, Amendment No. 2 dated as of
January 4, 2007, Amendment No. 3 dated as of January 27, 2007 and Amendment No. 4 dated as of
November 6, 2007, in each case effecting amendments to the Credit Agreement, executed by all of the
respective parties thereto, together with a certificate of the Company that the Credit Agreement
and said Amendments constitute all of the applicable governing documents for the Loans thereunder.
Any consents or amendments related to the Credit Agreement required to be obtained from the Lenders
or Administrative Agent prior to the consummation of the transactions contemplated hereby,
including without limitation, the issuance of the Senior Subordinated Notes, shall have been
obtained and copies thereof shall have been delivered to such Purchaser and shall be in form and
substance satisfactory to such Purchaser.



     Section 4.12 Fees and Expenses. The Company shall have paid the fees and expenses (including,
without limitation, the reasonable fees and expenses of each special counsel for the Purchasers and
the non-refundable upfront fee to be paid pro rata to the Purchasers as otherwise agreed by the
Company and the Purchasers) required to be paid on or prior to the Closing Date as previously
agreed. For the avoidance of doubt, reasonable fees and expenses of each special counsel for the
Purchasers invoiced on or prior to the Closing Date shall be required to be paid on the Closing
Date.



     Section 4.13 Execution of Note Purchase Documents. Each Note Purchase Document to be executed
on the Closing Date shall have been executed by the Company and Subsidiary Guarantors, as
applicable, and delivered to such Purchaser.



     Section 4.14 Execution of Side Letters. The Company shall have executed and delivered such
side letters in form and substance reasonably satisfactory to the Purchasers as they shall have
requested.



SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.




     The Company and each Subsidiary Guarantor represents and warrants to each Purchaser as of the
date hereof and as of the Closing Date that:



     Section 5.1 Organization; Power and Authority.



          (a) Corporate Status; Corporate Authorization. The Company and each of its
Subsidiaries is duly organized, validly existing, and in good standing under the laws of its
jurisdiction of organization and is duly qualified and in good standing in every other jurisdiction
where it is doing business except where the failure to so qualify does not have a Material Adverse
Effect, and the execution, delivery and performance by the Company and each of the Subsidiary
Guarantors of the Note Purchase Documents to which it is a party (i) are within its corporate
authority, (ii) have been duly authorized by all necessary corporate action, and (iii) do not
conflict with or contravene its corporate governance documents. The execution, delivery and
performance of its obligations, and exercise of its rights under the Note Purchase Documents to
which it is a party by the Company and each of the Subsidiary Guarantors, including, without
limitation, the issuance of the Senior Subordinated Notes under this Agreement, (i) do not require
any Consents to be obtained by the Company or any of its Subsidiaries that have not been obtained
and (ii) are not and will not be in conflict with or prohibited or prevented by (A) any
Regulation or (B) any corporate governance document, corporate minute or resolution or (C) any


 









 







 instrument, agreement or provision thereof, in each case binding on any of them or affecting
any of their property.




          (b) Execution and Binding Effect. Upon execution and delivery thereof, each Note
Purchase Document shall constitute the legal, valid and binding obligation of the Company and each
of the Subsidiary Guarantors which is a party thereto, enforceable in accordance with its terms,
subject, in each case, to applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws.




     Section 5.2 Title to Property; Leases; Licenses.



          (a) The Company, each Subsidiary of the Company and each other Obligor has good and marketable
title to all material real property owned or purported to be owned by it, in each case free of all
Liens other than the Permitted Liens.




          (b) The Company, each Subsidiary of the Company and each other Obligor is, or when leases
creating Leasehold Properties are executed will be, in lawful possession of a valid and subsisting
leasehold estate in and to its Leasehold Properties which it purports to lease free and clear of
all Liens other than the Permitted Liens.




          (c) The Company, each Subsidiary of the Company and each other Obligor enjoys peaceful and
undisturbed possession of, or a license to use, all property (subject only to the Permitted Liens)
that is necessary for the DigitalGlobe Business.




          (d) Set forth on Schedule 5.2(d) is a list, as of the date hereof, of all real property held,
or, to the Knowledge of the Company, planned to be held, by the Company and its Subsidiaries,
indicating in each case whether the respective property is (or is expected to be) owned or leased,
the identity of the owner or lessee, the location of the respective property, the approximate value
of such property, in the case of real property owned and, in the case of property not yet owned or
leased, the estimated date of acquisition or leasing (if known to the Company on the date hereof).




          (e) The Company and each Subsidiary thereof owns, or is licensed or otherwise has the right to
use the Intellectual Property necessary to own and operate its properties and to carry on its
business as presently conducted and presently planned to be conducted without conflict with the
rights of others, except for such instances of non-compliance that, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.




     Section 5.3 Financial Statements; Financial Plan. The Company has provided to the Purchasers
(i) the audited consolidated Financials of the Company and its Subsidiaries as of December 31, 2006
and for the Fiscal Year then ended, and such Financials are complete and correct and fairly present
in all material respects the position of the Company and its Subsidiaries as of such date and for
such period in accordance with GAAP consistently applied, (ii) the unaudited consolidated
Financials of the Company and its Subsidiaries as of September 30, 2007 and for the nine (9) month
period then ended, and such Financials are complete and correct and fairly present in all material
respects the position of the Company and its Subsidiaries as of such date and for such period
except as set forth in the notes thereto (subject in the case of any interim financial statements,
to the absence of footnotes and year-end audit adjustments), and (iii) the Financial Plan, updated
as of the Closing Date.



     Section 5.4 Absence of Material Adverse Effect. Since December 31, 2006, there has been no
Material Adverse Change, other than as may have arisen solely and directly from the delay of the
launch of the WorldView Satellite.



 









 





     Section 5.5 Litigation; Observance of Agreements, Statutes and Orders. Except as set forth on
Schedule 5.5, there are no legal or other proceedings or investigations pending or, to the
Knowledge of the Company, threatened against the Company or any of its Subsidiaries before any
Governmental Body which would, if adversely determined, alone or together, have a Material Adverse
Effect.



     Section 5.6 Governmental Approvals.



          (a) All Governmental Approvals required to be obtained by the Company or any of its
Subsidiaries for the DigitalGlobe Business have been duly obtained, are validly issued, are in full
force and effect, are held in the name or extend to the benefit of the Company or one of its
Subsidiaries and are free from any conditions or requirements that the Company could not reasonably
be expected to satisfy on or prior to the date such Governmental Approval is required for the
DigitalGlobe Business.




          (b) To the Knowledge of the Company, all Governmental Approvals that have been obtained by any
Person other than the Company or any of its Subsidiaries for the DigitalGlobe Business have been
duly obtained, are validly issued, are in full force and effect, are held in the name or extend to
the benefit of the relevant Person and are free from any conditions or requirements that the
Company could not reasonably expect such other Person to satisfy in the ordinary course of the
DigitalGlobe Business.




          (c) Except as provided in Schedule 5.6(c), the DigitalGlobe Business, if operated in
accordance with the requirements of the Principal Project Documents, will in all material respects
conform to and comply with all applicable covenants, conditions, restrictions and reservations in
all Governmental Approvals required for the DigitalGlobe Business and all Regulations applicable
thereto. The Company and its Subsidiaries are operating the DigitalGlobe Business in accordance
with the requirements of the Principal Project Documents except for such deviations as could not
reasonably be expected to have a Material Adverse Effect.




          (d) Neither the Company nor any Subsidiary thereof is subject to regulation under the Public
Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the
Investment Company Act of 1940 or to any federal or state statute or regulation limiting the
Company’s ability to incur Indebtedness for money borrowed. Neither the Company nor any Subsidiary
is an “investment company” or a company “controlled” by an “investment company,” within the meaning
of the Investment Company Act of 1940, as amended.




     Section 5.7 Compliance with Laws, Other Instruments, Etc. The execution and delivery by the
Company and each Subsidiary Guarantor of the Note Purchase Documents to which it is a party and
performance by it hereunder or thereunder will not violate any law (including, without limitation,
Regulations T, U and X of the Board of Governors) and will not conflict with or result in a breach
of any order, writ, injunction, ordinance, resolution, decree or other similar document or
instrument of any court or Governmental Body or its certificate of incorporation or by-laws or
similar constituent documents or conflict with or create (with or without the giving of notice or
lapse of time, or both) a default under or breach of any material agreement, bond, note or
indenture to which it is a party (by successor in interest or otherwise), or by which it is bound
or any material portion of its properties or assets is affected, or result in the imposition of any
Lien (other than Permitted Liens) of any nature whatsoever upon any of the properties or assets
owned by or used in connection with the business of the Company and its Subsidiaries.



     Section 5.8 Organization and Ownership of Shares of Subsidiaries.



 









 





          (a) Subsidiaries. Schedule 5.8(a) sets forth a true, correct and complete list, as of
the Closing Date, of the Company and each of its Subsidiaries, showing as to each entity
(excluding, in the case of clause (iv), the Company) (i) the jurisdiction of its organization and
the jurisdictions in which it is qualified to do business, (ii) the number of shares of Capital
Stock of each class (A) authorized and (B) issued and outstanding, (iii) the percentage of the
outstanding shares of Capital Stock of the Company and each Subsidiary owned directly or indirectly
by the Company, (iv) the names of the record holders of each class of outstanding shares of Capital
Stock of the Company and its Subsidiaries and the number of such shares held by each such holder,
(v) the number of shares of Capital Stock of the Company and each Subsidiary covered by all
outstanding options, warrants, rights of conversion or purchase, and similar rights, (vi) the
percentage of those options, warrants or rights owned directly or indirectly by the Company or such
other Persons, and (vii) the names of the record holders of such options, warrants and rights and
the number of such options, warrants and rights held by each such holder.




          (b) Capitalization. All outstanding shares of Capital Stock of each Subsidiary of the
Company are duly authorized, validly issued, fully paid and nonassessable and are free of any
preemptive rights and, except as set forth on Schedule 5.8(a), are owned, directly or indirectly,
beneficially and of record by the Company free and clear of all Liens and any options, warrants and
other rights.




     Section 5.9 Material Misstatements and Omissions. There are no facts pertaining to the
Company, any Subsidiary of the Company, the other Obligors, their assets or properties or their
businesses which individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect and which have not been disclosed in this Agreement. None of the representations or
warranties of the Company, any Subsidiary of the Company or any other Obligor contained in the Note
Purchase Documents is untrue or incorrect in any material respect when made and on the Closing
Date. There is no information, as of the Closing Date, which would contradict or is inconsistent
in any material respect with any representation or warranty of the Company or any Subsidiary
Guarantor contained in the Note Purchase Documents.



     Section 5.10 Solvency. The Company and each Subsidiary Guarantor is Solvent.



     Section 5.11 Labor Practices. None of the Company or any of its Subsidiaries is engaged in
any unfair labor practice that could reasonably be expected to have a Material Adverse Effect.
There is (a) no unfair labor practice complaint pending against the Company or any Subsidiary of
the Company or, to the Knowledge of the Company, threatened against any of them before the National
Labor Relations Board and no grievance or arbitration proceeding arising out of or under any
collective bargaining agreement is pending against the Company or any Subsidiary of the Company or,
to the Knowledge of the Company and its Subsidiaries, threatened against any of them, (b) no strike
or work stoppage in existence or, to the Knowledge of the Company and its Subsidiaries, threatened
involving the Company or any Subsidiary of the Company that could reasonably be expected to have a
Material Adverse Effect, and (c) no union representation question existing with respect to the
employees of the Company or such Subsidiary, as the case may be, and, to the best Knowledge of the
Company and its Subsidiaries, no union organization activity that is taking place, except (with
respect to any matter specified in clause (a), (b) or (c) above, either individually or in the
aggregate) such as is not reasonably likely to have a Material Adverse Effect.



     Section 5.12 Compliance with ERISA. The Company and each Subsidiary of the Company and each
of their ERISA Affiliates are in substantial compliance with all applicable provisions and
requirements of ERISA and the Internal Revenue Code and the regulations and published
interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their
obligations under each Employee Benefit Plan, except where the failure to perform such obligations
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. Each Employee Benefit



 









 







Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code is so
qualified. No material liability to the PBGC (other than required premium payments), the Internal
Revenue Service, any Employee Benefit Plan or any Trust established under Title IV of ERISA (other
than contributions required in the ordinary course) has been or is reasonably expected to be
incurred by the Company or any Subsidiary of the Company or any of their ERISA Affiliates. No
ERISA Event has occurred or is reasonably expected to occur. Except to the extent required under
Section 4980B of the Internal Revenue Code, no Employee Benefit Plan provides health or welfare
benefits (through the purchase of insurance or otherwise) for any retired or former employee of the
Company or its Subsidiaries or any of their respective ERISA Affiliates. As of the most recent
valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in
Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding
for purposes of such computation any Pension Plans with respect to which assets exceed benefit
liabilities), does not exceed $0. As of the most recent valuation date for each Multiemployer Plan
for which the actuarial report is available, the potential liability of the Company, its
Subsidiaries or any of their respective ERISA Affiliates for a complete withdrawal from such
Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such
potential liability for a complete withdrawal from all Multiemployer Plans, based on information
available pursuant to Section 4221(e) of ERISA, does not exceed $0. The Company, each Subsidiary
of the Company and each of their ERISA Affiliates have complied with the requirements of
Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as
defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.



     Section 5.13 Environmental Matters.



          (a) Except as set forth on Schedule 5.13(a), none of the Company nor any of its Subsidiaries
has any Environmental Liabilities at any Relevant Property.




          (b) The Company and each Subsidiary of the Company: (i) has operated its business in
substantial compliance with all material requirements of all applicable Environmental Laws;
(ii) has obtained all Environmental Permits required by applicable Environmental Laws for the
ownership and operation of its properties, and all such Environmental Permits are in full force and
effect or such Person has made all appropriate filings for issuance or renewal of such
Environmental Permits; (iii) is not aware of any acts, omissions, events or circumstances that may
interfere with or prevent continued compliance with the Environmental Laws and Environmental
Permits referred to in the preceding clauses (i) and (ii); (iv) has not received notice of any
asserted or threatened claim, action, suit, proceeding, hearing, investigation or request for
information relating to any environmental matter; and (v) has not received notice from any
Governmental Body that the Company or any Subsidiary of the Company is a potentially responsible
party under any Environmental Law at any disposal site containing Hazardous Materials, nor received
any that any lien under any Environmental Law against any property of the Company or any Subsidiary
of the Company exists, in each case, except for matters set forth on Schedule 5.13(a) and matters,
which individually or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.




     Section 5.14 Intellectual Property. Except as set forth on Schedule 5.14, the Company and
each Subsidiary of the Company owns, or is licensed or otherwise has the right to use, all the
patents, trademarks, service marks, names (trade, service, fictitious or otherwise), copyrights,
technology (including, without limitation, computer programs and software), processes, data bases
and other rights necessary to own and operate its properties and to carry on its business as
presently conducted and presently planned to be conducted without conflict with the rights of any
other Person or otherwise, except for such instances of non-compliance that, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.



 









 





     Section 5.15 Absence of Events of Default. No event has occurred and is continuing and no
condition exists which constitutes an Event of Default.



     Section 5.16 Absence of Other Defaults. Except as disclosed on Schedule 5.16, none of the
Company nor any Subsidiary of the Company is in default under any agreement, ordinance, resolution,
decree, bond, note, indenture, order or judgment to which it is a party (by successor in interest
or otherwise) or by which it is bound, or any other agreement or other instrument by which any of
the properties or assets owned by it or used in the conduct of its business is affected, which
individually or in the aggregate would have a Material Adverse Effect. The Company and each
Subsidiary of the Company has complied and is in compliance in all material respects with all laws,
except for such instances of non-compliance that, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect. None of the Company or any Subsidiary of
the Company or any other Obligor is in violation of (i) any corporate governance document, (ii) any
instrument or agreement, in each case binding on it or affecting any of its property or (iii) any
Regulation, in a manner which, individually or in the aggregate, in any of such cases, could have a
Material Adverse Effect, including, without limitation, all applicable federal and state tax laws,
ERISA and Environmental Laws.



     Section 5.17 Material Contracts and Liens.



          (a) Part I of Schedule 5.17 sets forth a true, correct and complete list and description of
all the Material Contracts, as of the Closing Date, to which the Company or any Subsidiary of the
Company is a party. Except as set forth on Schedule 5.16, none of the Company nor any Subsidiary
of the Company is in default in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any of the Material Contracts, and no condition
exists which, with the giving of notice or the lapse of time or both, could constitute such a
default, except where the consequences, direct or indirect, of such default or defaults, if any,
could not reasonably be expected to have a Material Adverse Effect.




          (b) Part II of Schedule 5.17 sets forth a true, correct and complete list of each Lien
described in Sections 10.2(F) and 10.2(G) securing Indebtedness of the Company or any Subsidiary of
the Company outstanding on the date hereof and covering any property of the Company or any of its
Subsidiaries, and the aggregate Indebtedness secured (or that may be secured) by each such Lien and
the property covered by each such Lien is correctly described in Part II of Schedule 5.17.




          (c) Part III of Schedule 5.17 sets forth a true, correct and complete list of (i) all
outstanding Indebtedness of the Company or any of its Subsidiaries in respect of borrowed money and
Capital Leases; (ii) all outstanding investments, loans and advances made by the Company or any of
its Subsidiaries; and (iii) all existing Guarantees by the Company or any of its Subsidiaries.




     Section 5.18 Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the
sale of the Senior Subordinated Notes solely to expenditures relating to the construction and
launch of the WorldView-2 Satellite. No part of the proceeds from the sale of the Senior
Subordinated Notes hereunder will be used, directly or indirectly, for the purpose of buying or
carrying any margin stock within the meaning of Regulation U of the Board of Governors (12 CFR 221)
(including, for the avoidance of doubt and without limitation, extending credit to others for the
purpose of buying or carrying any margin stock), or for the purpose of buying and carrying or
trading in any securities under such circumstances as to involve the Company in a violation of
Regulation X of the Board of Governors (12 CFR 224) or to involve any broker or dealer in a
violation of Regulation T of the Board of Governors (12 CFR 220). Neither the Company nor the
Subsidiary Guarantors is engaged in the business of extending credit to others for the purpose of
buying or carrying margin stock. Margin stock does not constitute more than 25% of the value of
the consolidated assets of the Company and its Subsidiaries and the Company



 









 







does not have any present intention that margin stock will constitute more than 25% of the
value of such assets. Neither the issuance of the Senior Subordinated Notes nor any application of
the proceeds of the sale of the Senior Subordinated Notes will violate or conflict with the
provisions of Regulation T, U or X of the Board of Governors, as amended from time to time. As
used in this Section 5.18, the terms “margin stock” and “purpose of buying or carrying” shall have
the meanings assigned to them in said Regulation U.



     Section 5.19 Insurance.



          (a) General. The policies or binders for fire, liability, product liability,
workmen’s compensation, vehicular and other insurance currently held by or on behalf of the Company
and each Subsidiary thereof insure its material properties and business activities against such
losses and risks as are adequate to protect its properties in accordance with customary industry
practice when entered into or renewed. To the Knowledge of the Company, all such policies and
binders are in full force and effect. As of the date hereof, except as set forth on Schedule 5.19,
none of the Company nor any Subsidiary of the Company has received notice from any insurer or agent
of such insurer that substantial capital improvements or other expenditures will have to be made in
order to continue such insurance and, to the Knowledge of the Company, no such improvements or
expenditures are required. As of the date hereof, none of the Company or any Subsidiary thereof
has received notice of cancellation of any material insurance policy or binder.




          (b) Satellite. Each Satellite of the Company is insured with insurance companies
which the Company, in its reasonable business judgment, believes are financially sound and
reputable in such amounts, with such deductibles and covering such risks as are customarily carried
by companies engaged in similar businesses and owning similar properties in localities where the
Company operates. The Company has complied with its obligations pursuant to Section 9.1(g)(ii) to
the extent that such obligations are required by the terms of such Section to be fulfilled on or
before the Closing Date.




     Section 5.20 Taxes. The Company and each Subsidiary of the Company has filed all federal and
other material Tax returns required to be filed by it and has not failed to pay any material taxes,
or interest and penalties relating thereto, on or before the due dates thereof except for Taxes not
yet due and except for those the amount or validity of which is currently being contested in good
faith by appropriate proceedings. Except to the extent that reserves therefor are reflected in the
Financials, to the Knowledge of the Company (i) there are no material federal, state or local tax
liabilities of the Company or any of its Subsidiaries due or to become due for any tax year ended
on or prior to the date hereof relating to the Company or any of its Subsidiaries, which are not
properly reflected in the Financials referred to in Section 5.3, and (ii) there are no material
claims pending, proposed or threatened against the Company or any of its Subsidiaries for past
federal, state or local taxes, except those, if any, as to which proper reserves in accordance with
GAAP are reflected in such Financials.



     Section 5.21 Sufficiency of Project Documents. All of the Project Documents are in full force
and effect (except to the extent any such Project Document has expired or terminated in accordance
with its terms).



     Section 5.22 Project Documents. None of the Company or any Subsidiary of the Company is in
default in the performance of any material covenant or obligation set forth in or otherwise in
default in any material respect under any Principal Project Document to which it is a party. None
of the Company or any Subsidiary of the Company is in default in the performance of any covenant or
obligation set forth in or otherwise under any Other Project Document to which it is a party, the
effect of which could reasonably be expected to result in a Material Adverse Effect.



 









 





     Section 5.23 Mission Control Center. Except as set forth on Schedule 5.23, the Satellite
known as “QuickBird 2” and the WorldView Satellite, and the WorldView-2 Satellite when launched,
can each be controlled and operated from the Mission Control Center.



     Section 5.24 Private Offering by the Company. Neither the Company nor any of the Subsidiary
Guarantors nor anyone acting on any of their behalf has offered the Senior Subordinated Notes or
any similar securities for sale to, or solicited any offer to buy any of the same from, or
otherwise approached or negotiated in respect thereof with, any person other than the Purchasers
and not more than 20 other Institutional Investors, each of which has been offered the Senior
Subordinated Notes at a private sale for investment. Neither the Company nor any of the Subsidiary
Guarantors nor anyone acting on any of their behalf has taken, or will take, any action that would
subject the issuance or sale of the Senior Subordinated Notes to the registration requirements of
Section 5 of the Securities Act or to the registration requirements of any securities or blue sky
laws of any applicable jurisdiction.



     Section 5.25 Partnerships, Etc. Except as set forth on Schedule 5.8(a), the Company has no
other Subsidiaries and is not a party to any partnership or Joint Venture.



     Section 5.26 Fiscal Year. Each Fiscal Year of the Company and its Subsidiaries begins on
January 1 of each calendar year and ends on December 31 of each calendar year.



     Section 5.27 Foreign Assets Control Regulations, etc.



     To the Company’s Knowledge, neither the Company nor any of its Subsidiaries is an “enemy” or
an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of
the United States of America (50 U.S.C. App. §§ 1 et. seq.), as amended. To the Company’s
Knowledge, neither the Company nor any of its Subsidiaries is in violation of (a) the Trading with
the Enemy Act, as amended, (b) any of the foreign assets control regulations of the United States
Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or
executive order relating thereto or (c) the Patriot Act. To the Company’s Knowledge, the Company
(i) is not a blocked person described in section 1 of the Anti-Terrorism Order, and (ii) to the
best of its knowledge, does not engage in any dealings or transactions, or is not otherwise
associated, with any such blocked person.



     Section 5.28 Fees. None of the Company or any of its Subsidiaries has paid or will pay, and
none of the Purchasers will be required or be obligated to pay, any fee (including any fees payable
to any brokers or finders) in connection with the issuance of the Senior Subordinated Notes other
than the upfront fees to be paid pro rata to the Purchasers on the Closing Date.



SECTION 6. REPRESENTATIONS OF THE PURCHASERS.




     Section 6.1 Purchase for Investment. Each Purchaser, severally and not jointly, represents
and warrants to the Company as of the date hereof as follows:



          (a) Such Purchaser is acquiring Senior Subordinated Notes for its own account, for investment
and not with a view to any distribution thereof within the meaning of the Securities Act.




          (b) Such Purchaser (i) understands that the Senior Subordinated Notes have not been registered
under the Securities Act and the Senior Subordinated Notes are being issued by the Company in
transactions exempt from the registration requirements of the Securities Act and (ii) agrees that
it will not sell all or any part of the Senior Subordinated Notes except pursuant to effective
registration statements under the Securities Act or pursuant to applicable exemptions from
registration under the Securities Act and in compliance with applicable State laws.




 









 








          (c) Such Purchaser further understands that the exemption from registration afforded by Rule
144 (the provisions of which are known to such Purchaser) promulgated under the Securities Act
depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the
basis for sales only in limited amounts.




          (d) Such Purchaser did not employ any broker or finder in connection with the transactions
contemplated in this Agreement and no fees or commissions are payable to the Purchasers except as
otherwise provided for in the Note Purchase Documents.




          (e) Such Purchaser is an “Accredited Investor” (as defined in Rule 501(a) under the Securities
Act). The financial position of such Purchaser is such that it can afford to bear the economic
risk of holding the Senior Subordinated Notes. Such Purchaser can afford to suffer the complete
loss of its investment in the Senior Subordinated Notes. The knowledge and experience of such
Purchaser in financial and business matters is such that it is capable of evaluating the risks of
the investment in the Senior Subordinated Notes.




SECTION 7. INCREASED COSTS; TAXES; CAPITAL ADEQUACY.




     Section 7.1 Compensation for Increased Costs. Subject to the provisions of Section 7.2 (which
shall be controlling with respect to the matters covered thereby), in the event that any Holder of
a Senior Subordinated Note shall determine (which determination shall, absent manifest error, be
final and conclusive and binding upon all parties hereto) that any Change in Law:



          (a) subjects such Holder of a Senior Subordinated Note to any additional tax of any kind
whatsoever with respect to this Agreement or any of its obligations hereunder or any payments to
such Holder of principal, interest, fees or any other amount payable hereunder (except for the
imposition of, or any change in the rate of, any Excluded Tax payable by such Holder of a Senior
Subordinated Note);




          (b) imposes, modifies or holds applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets held by, or deposits or other liabilities in
or for the account of, or advances or loans by, or other credit extended by, or any other
acquisition of funds by, any office of such Holder of a Senior Subordinated Note; or




          (c) imposes any other condition (other than with respect to Taxes) on or affecting such Holder
of a Senior Subordinated Note or its obligations hereunder;



and the result of any of the foregoing is to increase the cost to such Holder of a Senior
Subordinated Note of holding its Senior Subordinated Note or to reduce any amount received or
receivable by such Holder of a Senior Subordinated Note with respect thereto; then, in any such
case, the Company shall promptly pay to such Holder of a Senior Subordinated Note, upon written
request, such additional amount or amounts (in the form of an increased rate of, or a different
method of calculating, interest or otherwise as such Holder of a Senior Subordinated Note in its
sole discretion shall determine) as may be necessary to compensate such Holder of a Senior
Subordinated Note on an after-tax basis for any such increased cost or reduction in amounts
received or receivable hereunder. The Company shall not be required to compensate a Holder of a
Senior Subordinated Note pursuant to this Section 7.1 for any increased cost or reduction in
respect of a period occurring more than nine months prior to the date on which such Holder of a
Senior Subordinated Note notifies the Company of such Change in Law and such Holder’s intention to
claim compensation therefor, except, if the Change in Law giving rise to such increased cost or
reduction is retroactive, no such time limitation shall apply so long as such Holder of a Senior
Subordinated Note requests compensation within nine months from the date on which the applicable




 









 








Governmental Body informed such Holder of such Change in Law.




     Section 7.2 Taxes.



          (a) Payments to Be Free and Clear. Any and all payments by or on account of any
obligation of the Company or any other Obligor under this Agreement and the other Note Purchase
Documents shall be made free and clear of, and without any deduction or withholding on account
of, any Indemnified Taxes and Other Taxes.




          (b) Grossing-up of Payments. If the Company or any other Person is required by law to
make any deduction or withholding on account of any Tax from any sum paid or payable by the Company
to any Holder of a Senior Subordinated Note under any of the Note Purchase Documents:





     (i) the Company shall notify each Holder of a Senior Subordinated Note of any
such requirement or any change in any such requirement as soon as the Company
becomes aware of it;




     (ii) the Company shall timely pay any such Tax to the relevant Governmental
Body when such Tax is due, in accordance with applicable law;




     (iii) unless such Tax is an Excluded Tax, the sum payable by the Company shall
be increased to the extent necessary to ensure that, after making the required
deductions (including deductions applicable to additional sums payable under this
Section 7.2(b)), such Holder of a Senior Subordinated Note receives on the due date
a net sum equal to the sum it would have received had no such deduction been
required or made; and




     (iv) within 30 days after paying any sum from which it is required by law to
make any such deduction, and within 30 days after the due date of payment of any Tax
which it is required by clause (b) above to pay, the Company shall deliver to each
Holder of a Senior Subordinated Note the original or a certified copy of an official
receipt or other document reasonably satisfactory to the other affected parties to
evidence the payment and its remittance to the relevant Governmental Body.



          (c) Indemnification by the Company. The Company shall indemnify each Holder of a
Senior Subordinated Note, within ten (10) days after demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including for the full amount of any Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this Section 7.2(c) paid by
such Holder, and any penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Body. A certificate as to the amount of such payment or
liability delivered to the Company by such Holder of a Senior Subordinated Note shall be conclusive
absent manifest error.




          (d) Tax Status of Holders of Senior Subordinated Notes. Unless not legally entitled
to do so:





     (i) any Holder of a Senior Subordinated Note, if requested by the Company,
shall deliver such forms or other documentation prescribed by applicable law or
reasonably requested by the Company as will enable the Company to determine whether
or not such Holder is subject to backup withholding or information reporting
requirements;



 









 






     (ii) any Foreign Noteholder that is entitled to an exemption from or reduction
of any Tax with respect to payments hereunder or under any other Note Purchase
Document shall deliver to the Company, on or prior to the date on which such Foreign
Noteholder becomes a Holder of a Senior Subordinated Note under this Agreement (and
from time to time thereafter, as may be necessary in the determination of the
Company, in the reasonable exercise of its discretion), such properly completed and
duly executed forms or other documentation prescribed by applicable law as will
permit such payments to be made without withholding or at a reduced rate of
withholding;




     (iii) without limiting the generality of the foregoing, in the event that the
Company is resident for tax purposes in the United States, any Foreign Noteholder
shall deliver to the Company (in such number of copies as shall be requested by the
Company) on or prior to the date on which such Foreign Noteholder becomes a Holder
of a Senior Subordinated Note under this Agreement (and from time to time
thereafter, as may be necessary in the determination of the Company in the
reasonable exercise of its discretion), whichever of the following is applicable:




     (1) properly completed and duly executed copies of Internal Revenue
Service Form W-8BEN claiming eligibility for benefits of an income tax
treaty to which the United States is a party,




     (2) properly completed and duly executed copies of Internal Revenue
Service Form W-8ECI,




     (3) in the case of a Foreign Noteholder claiming the benefits of the
exemption “portfolio interest” under Section 881(c) of the Internal Revenue
Code, (A) a duly executed certificate to the effect that such Foreign
Noteholder is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of
the Internal Revenue Code, (ii) a ten-percent shareholder (within the
meaning of Section 881(c)(3)(B) of the Internal Revenue Code) of the Company
or Parent or (iii) a controlled foreign corporation described in Section
881(c)(3)(C) of the Internal Revenue Code and (B) properly completed and
duly executed copies of Internal Revenue Service Form W-8BEN,




     (4) properly completed and duly executed copies of any other form
prescribed by applicable law as a basis for claiming exemption from or a
reduction in any Tax,




in each case together with such supplementary documentation as may be prescribed by
applicable law to permit the Company to determine the withholding or deduction
required to be made, if any;




     (A) without limiting the generality of the foregoing, in the event that
the Company is resident for tax purposes in the United States, any Holder of
a Senior Subordinated Note that is not a Foreign Noteholder and has not
otherwise established to the reasonable satisfaction of the Company that it
is an exempt recipient (as defined in section 6049(b)(4) of the Internal
Revenue Code and the United States Treasury Regulations thereunder) shall
deliver to the Company (in such number of copies as shall be requested by
the recipient) on or prior to the date on which such Holder of a Senior
Subordinated Note becomes a Holder under this Agreement (and from time to
time thereafter as prescribed by



 









 







applicable law or upon the request of the Company), duly executed and
properly completed copies of Internal Revenue Service Form W-9; and




     (B) without limiting the generality of the foregoing, each Holder of a
Senior Subordinated Note hereby agrees, from time to time after the initial
delivery by such Holder of a Senior Subordinated Note of such forms,
whenever a lapse in time or change in circumstances renders such forms,
certificates or other evidence so delivered obsolete or inaccurate in any
material respect, that such Holder of a Senior Subordinated Note shall
promptly (1) deliver to the Company two original copies of renewals,
amendments or additional or successor forms, properly completed and duly
executed by such Holder of a Senior Subordinated Note, together with any
other certificate or statement of exemption required in order to confirm or
establish that such Holder of a Senior Subordinated Note is an exemption
from or reduction of any Tax with respect to payments to such Holder of a
Senior Subordinated Note under the Note Purchase Documents and, if
applicable, that such Holder of a Senior Subordinated Note does not act for
its own account with respect to any portion of such payment, or (2) notify
the Company of its inability to deliver any such forms, certificates or
other evidence.



     Section 7.3 Capital Adequacy Adjustment. If any Holder of a Senior Subordinated Note shall
have determined that any Change in Law regarding capital adequacy has or would have the effect of
reducing the rate of return on the capital of such Holder of a Senior Subordinated Note or any
corporation controlling such Holder of a Senior Subordinated Note as a consequence of the existence
of such Holder’s obligations hereunder or any other Note Purchase Document to a level below that
which such Holder of a Senior Subordinated Note or such controlling corporation could have achieved
but for such Change in Law (taking into consideration the policies of such Holder of a Senior
Subordinated Note or such controlling corporation with regard to capital adequacy), then from time
to time, promptly upon demand from such Holder of a Senior Subordinated Note, the Company shall pay
to such Holder of a Senior Subordinated Note such additional amount or amounts as will compensate
such Holder of a Senior Subordinated Note or such controlling corporation for such reduction. The
Company shall not be required to compensate a Holder of a Senior Subordinated Note pursuant to this
Section 7.3 for any reduction in respect of a period occurring more than nine months prior to the
date on which such Holder of a Senior Subordinated Note notifies the Company of such Change in Law
and such Holder of a Senior Subordinated Note’s intention to claim compensation therefor, except,
if the Change in Law giving rise to such reduction is retroactive, no such time limitation shall
apply so long as such Holder of a Senior Subordinated Note requests compensation within nine months
from the date on which the applicable Governmental Body informed such Holder of a Senior
Subordinated Note of such Change in Law.



SECTION 8. PAYMENT AND PREPAYMENT OF THE SENIOR SUBORDINATED NOTES.




     Section 8.1 Interest. Interest (computed on the basis of a 360 day year of twelve 30 day
months) shall accrue on the unpaid principal balance of the Senior Subordinated Notes outstanding
from time to time at a rate per annum equal to the Applicable Interest Rate. Such interest shall
be payable semi-annually in arrears on each Senior Subordinated Note Interest Payment Date
commencing with July 31, 2008 (or the next succeeding Business Day if such date is not a Business
Day) and shall, at the Company’s option, (i) be payable-in-kind by delivery of additional Senior
Subordinated Notes (valued at one hundred percent (100%) of the principal amount thereof, which
shall be rounded upward to the nearest $1.00) in lieu of cash (“PIK”), or (ii) be payable in cash.
If the Company chooses to pay interest in PIK on any given Senior Subordinated Note Interest
Payment Date, the Company shall deliver on or prior to such



 









 







Senior Subordinated Note Interest Payment Date, a notice of such election (a “PIK Election
Notice”) to each Holder of any Senior Subordinated Notes. The Company’s election to pay interest
in PIK or cash shall apply to all outstanding Senior Subordinated Notes equally such that no Holder
shall receive payment of interest in PIK while another receives interest in cash for any interest
accruing on the same day. The Company shall pay cash interest to the Holders, or issue additional
Senior Subordinated Notes in lieu of cash interest payments as provided herein, in arrears on each
Senior Subordinated Note Interest Payment Date; provided, however, that (x) the failure by the
Company to pay any interest in cash in full on the date such interest is due hereunder shall
automatically and irrevocably constitute the exercise by the Company of its option to pay such
interest in PIK (provided that this clause (x) shall not relieve the Company of its obligation to
deliver a PIK Election Notice), (y) any delay or failure by the Company to issue and deliver
additional Senior Subordinated Notes semi-annually in lieu of cash interest shall not affect the
obligation of the Company therefor and, in the case of such failure, the outstanding principal
amount of the Senior Subordinated Notes shall be deemed to be increased by the amount of interest
paid in PIK added thereto without any required action on the part of any Holder or any other
Person, and (z) this Agreement and the Purchasers’ then outstanding Senior Subordinated Notes shall
constitute satisfactory evidence of any such interest due and owing to each Purchaser. In the case
of interest paid in PIK, on each Senior Subordinated Note Interest Payment Date, to the extent that
the Company fails to deliver additional Senior Subordinated Notes to evidence such PIK, the
principal amount of the Senior Subordinated Notes will increase in an amount equal to the amount of
interest to be paid in PIK accrued during the applicable interest period. The Senior Subordinated
Notes will bear interest, on the principal amount thereof as so increased, from and after the
applicable Senior Subordinated Note Interest Payment Date on which a payment of interest in PIK is
made. With respect to any period of time for which interest is calculated hereunder, such interest
shall accrue from and including the first day of such period to but excluding the last day thereof.
The rate of interest applicable to the unpaid principal balance of the Senior Subordinated Notes
will in no event be higher than the maximum rate of interest permitted by applicable law.
Notwithstanding anything in this Agreement to the contrary, payment of all accrued interest on the
Maturity Date shall be in cash.



     Section 8.2 Maturity. As provided therein, the entire unpaid principal balance of the Senior
Subordinated Notes shall be due and payable and the Company shall be required to repay all
Obligations under the Note Purchase Documents, on the Maturity Date.



     Section 8.3 Optional Prepayment.



          (a) Optional Prepayment. The Company shall have the right to prepay the Senior
Subordinated Notes on any Business Day, in whole (but not in part), subject to the requirements of
this Section 8.3. Upon such prepayment of Senior Subordinated Notes under this Section 8.3, the
Company shall pay to each Holder of such Senior Subordinated Notes the applicable Repayment
Premium. Such prepayment of the Senior Subordinated Notes under this Section 8.3 shall be applied
ratably to all of the Senior Subordinated Notes. Prepayment under this Section 8.3 shall be
accompanied by accrued and unpaid interest to the date of prepayment.




          (b) Notice. The Company shall notify the Holders of the Senior Subordinated Notes of
any election to prepay Senior Subordinated Notes upon not less than three Business Days’ prior
written notice, specifying such election and the effective date thereof. Each notice delivered by
the Company pursuant to this Section 8.3 shall be irrevocable; provided that a notice of prepayment
delivered by the Company may state that such notice is conditioned upon the effectiveness of other
credit facilities, in which case such notice may be revoked by the Company (by notice to the
Holders of Senior Subordinated Notes on or prior to the specified effective date) if such condition
is not satisfied. Upon the giving of any such notice by the Company, the principal amount of the
Senior Subordinated Notes shall become due and payable on the date specified therein.




 









 








     Section 8.4 Mandatory Prepayments. The Company will prepay the Senior Subordinated Notes as
follows:



          (a) Casualty Events. Upon the earlier to occur of (i) the date 30 days following the
date of receipt by the Company or any of its Subsidiaries (or receipt by the Administrative Agent
or any Holder as loss payee) of the proceeds of insurance, condemnation award or other compensation
in respect of any Casualty Event affecting any property of the Company or any of its Subsidiaries
(or upon such earlier date as the Company or such Subsidiary, as the case may be, shall have
determined not to repair or replace the property affected by such Casualty Event) and (ii) the date
falling 180 days after the occurrence of the event giving rise to such prepayment, the Company
shall immediately prepay the Senior Subordinated Notes in an aggregate amount, if any, equal to one
hundred percent (100%) of the Net Insurance/Condemnation Proceeds thereof not theretofore applied
to the repair or replacement of such property or required to be applied (including amounts
theretofore or concurrently therewith applied as so required) in accordance with, or pursuant to,
the terms of the Credit Agreement as in effect on the Closing Date to permanently pay or
permanently prepay the Loans under the Credit Agreement (it being noted, for the avoidance of
doubt, that if the relevant terms of the Credit Agreement are amended, waived or otherwise modified
with the effect that the amount required to be applied in accordance with, or pursuant to, the
terms of the Credit Agreement to pay or prepay the Loans under the Credit Agreement is reduced, the
amount of such reduction shall not be construed as being required to be applied to permanently pay
or permanently prepay the Loans under the Credit Agreement for the purposes of this Section
8.4(a)); provided that, to the extent any such Casualty Event relates to a Satellite that has
suffered a Partial Failure, a Total Failure or a Constructive Total Failure, (i) the Net
Insurance/Condemnation Proceeds shall not be used for the repair or replacement of such Satellite
and (ii) the Senior Subordinated Notes shall be immediately prepaid with such Net
Insurance/Condemnation Proceeds, less the amount thereof required to be applied (including amounts
theretofore or concurrently therewith applied as so required) in accordance with, or pursuant to,
the terms of the Credit Agreement as in effect on the Closing Date to permanently pay or
permanently prepay the Loans under the Credit Agreement (it being noted, for the avoidance of
doubt, that if the relevant terms of the Credit Agreement are amended, waived or otherwise modified
with the effect that the amount required to be applied in accordance with, or pursuant to, the
terms of the Credit Agreement to pay or prepay the Loans under the Credit Agreement is reduced, the
amount of such reduction shall not be construed as being required to be applied to permanently pay
or permanently prepay the Loans under the Credit Agreement for the purposes of this Section
8.4(a)), within three Business Days of receipt of such proceeds.




          (b) Equity Issuance. Upon any Equity Issuance (other than an Equity Issuance in
connection with an Initial Public Offering), the Company shall immediately prepay the Senior
Subordinated Notes in an aggregate amount equal to seventy-five percent (75%) of the Net Equity
Proceeds thereof, less the amount thereof required to be applied (including amounts theretofore or
concurrently therewith applied as so required) in accordance with, or pursuant to, the terms of the
Credit Agreement as in effect on the Closing Date to permanently pay or permanently prepay the
Loans under the Credit Agreement (it being noted, for the avoidance of doubt, that if the relevant
terms of the Credit Agreement are amended, waived or otherwise modified with the effect that the
amount required to be applied in accordance with, or pursuant to, the terms of the Credit Agreement
to pay or prepay the Loans under the Credit Agreement is reduced, the amount of such reduction
shall not be construed as being required to be applied to permanently pay or permanently prepay the
Loans under the Credit Agreement for the purposes of this Section 8.4(b)); provided that, the
Company shall not be required to make any prepayment pursuant to this Section 8.4(b) if, as of the
last day of the Fiscal Quarter on (or most recently ended prior to) the date of such Equity
Issuance, the Total Leverage Ratio is less than or equal to 3.0 to 1. Upon any Equity Issuance in
connection with an Initial Public Offering, the Company shall immediately pay to the Holders the
full amount of the principal of, and the interest on, the Senior Subordinated Notes and all other
amounts payable under the Note Purchase Documents.




 









 







          (c) Excess Cash Flow. Not later than the date 120 days after the end of the Fiscal Year ending 2009 and each Fiscal Year thereafter, the Company shall immediately prepay the Senior Subordinated Notes in an aggregate amount equal to 75% of Excess Cash Flow, less the amount thereof required to be applied (including amounts theretofore or concurrently therewith applied
 as so required) in accordance with, or pursuant to, the terms of the Credit Agreement as in effect on the Closing Date
 to permanently pay or permanently prepay the Loans under the Credit Agreement (it being noted, for the avoidance of doubt, that if the relevant terms of the Credit Agreement are amended, waived or otherwise modified with the effect that the amount required to be applied in accordance with, or pursuant to, the terms of the Credit Agreement to pay or prepay the Loans under the Credit Agreement is reduced, the amount of such reduction shall not be construed as being required to be applied to
 permanently pay or permanently prepay the Loans under the Credit Agreement for the purposes of this Section 8.4(c)), provided that, if such Fiscal Year ends in 2010 or thereafter, then if, as of the last day of the relevant Fiscal Year, the Total Leverage Ratio is less than or equal to 3.0 to 1, the Company shall only be required to immediately prepay the Senior Subordinated Notes in an aggregate amount equal to 50% of Excess Cash Flow for such relevant Fiscal Year, less the amount thereof required to be
 applied (including amounts theretofore or concurrently therewith applied as so required) in accordance with, or pursuant to, the terms of the Credit Agreement as in effect on the Closing Date to permanently pay or permanently prepay the Loans under the Credit Agreement (it being noted, for the avoidance of doubt, that if the relevant terms of the Credit Agreement are amended, waived or otherwise modified with the effect that the amount required to be applied in accordance with, or pursuant to, the terms of
the Credit Agreement to pay or prepay the Loans under the Credit Agreement is
reduced, the amount of such reduction shall not be construed as being
required to be applied to permanently pay or permanently prepay the
Loans under the Credit Agreement for the purposes of this
Section 8.4(c)).








          (d) Sale of Assets. Without limiting the obligation of the Company to obtain the
consent of the Required Holders pursuant to Section 19.1 to any Asset Sale not otherwise permitted
hereunder, in the event that (i) the Net Asset Sale Proceeds of any Asset Sale (herein, the
“Current Asset Sale”), and of all prior Asset Sales as to which a prepayment has not yet been made
under this paragraph, shall exceed $1,000,000 or (ii) the aggregate Net Asset Sale Proceeds of all
Asset Sales for the period commencing on April 18, 2005 and ending on the Maturity Date shall
exceed $5,000,000 then, no later than five Business Days prior to the occurrence of the Current
Asset Sale, the Company will deliver to the Holders a statement, certified by an Authorized Officer
of the Company, in form and detail satisfactory to such Holders, of the amount of the Net Asset
Sale Proceeds of the Current Asset Sale and of all such prior Asset Sales and will immediately
prepay the Senior Subordinated Notes in an aggregate amount equal to one hundred percent (100%) of
the Net Asset Sale Proceeds of the Current Asset Sale and such prior Asset Sales, less the amount
thereof required to be applied (including amounts theretofore or concurrently therewith applied as
so required) in accordance with, or pursuant to, the terms of the Credit Agreement as in effect on
the Closing Date to permanently pay or permanently prepay the Loans under the Credit Agreement (it
being noted, for the avoidance of doubt, that if the relevant terms of the Credit Agreement are
amended, waived or otherwise modified with the effect that the amount required to be applied in
accordance with, or pursuant to, the terms of the Credit Agreement to pay or prepay the Loans under
the Credit Agreement is reduced, the amount of such reduction shall not be construed as being
required to be applied to permanently pay or permanently prepay the Loans under the Credit
Agreement for the purposes of this Section 8.4(d)), provided that, notwithstanding the foregoing,
the Company shall not be required to make a prepayment under this clause (d) to the extent that





     (A) the Company advises the Holders at the time of the relevant Asset Sale that
it intends to use such Net Asset Sale Proceeds to finance one or more Permitted
Acquisitions, or otherwise to reinvest the proceeds thereof into the business of the
Company or any of its Subsidiaries,



 









 






     (B) such Net Asset Sale Proceeds are held by the Company in a segregated
investment or other account until so used to finance one or more Permitted
Acquisitions or to make such reinvestment as contemplated above, and




     (C) such Net Asset Sale Proceeds are in fact so applied to such acquisition(s)
or reinvestment within 180 days of such Asset Sale (it being understood that, in the
event Net Asset Sale Proceeds from more than one Asset Sale are held by the Company,
such Net Asset Sale Proceeds shall be deemed to be utilized in the same order in
which such Asset Sales occurred and, accordingly, any such Net Asset Sale Proceeds
so held shall be forthwith applied to the prepayment of Senior Subordinated Notes as
provided above).



          (e) Debt Incurrence. Upon any Debt Incurrence (other than any Refinancing of the
Indebtedness under the Credit Documents), the Company shall immediately prepay the Senior
Subordinated Notes in an aggregate amount equal to one hundred percent (100%) of the Net Debt
Proceeds thereof, less the amount thereof required to be applied (including amounts theretofore or
concurrently therewith applied as so required) in accordance with, or pursuant to, the terms of the
Credit Agreement as in effect on the Closing Date to permanently pay or permanently prepay the
Loans under the Credit Agreement (it being noted, for the avoidance of doubt, that if the relevant
terms of the Credit Agreement are amended, waived or otherwise modified with the effect that the
amount required to be applied in accordance with, or pursuant to, the terms of the Credit Agreement
to pay or prepay the Loans under the Credit Agreement is reduced, the amount of such reduction
shall not be construed as being required to be applied to permanently pay or permanently prepay the
Loans under the Credit Agreement for the purposes of this Section 8.4(e)), provided that unless the
Debt Incurrence is a Refinancing of the Indebtedness under the Credit Documents, the Company shall
not be required to make any such prepayment if, as of the last day of the Fiscal Quarter on (or
most recently ended prior to) the date of such Debt Incurrence, the Total Leverage Ratio is less
than or equal to 3.0 to 1. Upon any Debt Incurrence that constitutes a Refinancing of the
Indebtedness under the Credit Documents, the Company shall immediately pay to the Holders the full
amount of principal and interest on the Senior Subordinated Notes and all other amounts payable
under the Note Purchase Documents.




          (f) Prepayment Certificate. Concurrently with any prepayment of the Senior
Subordinated Notes pursuant to Section 8.4(a), 8.4(b), 8.4(c), 8.4(d), 8.4(e) or Section 8.6, the
Company shall deliver to the Holders a certificate of an Authorized Officer demonstrating the
calculation of the amount of the applicable net proceeds (i) required to be applied in accordance
with, or pursuant to, the terms of the Credit Agreement as in effect on the Closing Date to the
prepayment of the Loans under the Credit Agreement (it being noted, for the avoidance of doubt,
that if the relevant terms of the Credit Agreement are amended, waived or otherwise modified with
the effect that the amount required to be applied in accordance with, or pursuant to, the terms of
the Credit Agreement to prepay the Loans under the Credit Agreement is reduced, the amount of such
reduction shall not be construed as being required to be applied to the prepayment of the Loans
under the Credit Agreement for the purposes of this Section 8.4(f)) and (ii) to be applied to the
prepayment of the Senior Subordinated Notes. In the event that the Company shall subsequently
determine that the actual amount received exceeded the amounts set forth in such certificate, the
Company shall promptly make an additional prepayment of the Loans and, if applicable, the Senior
Subordinated Notes in an amount equal to such excess, and the Company shall concurrently therewith
deliver to the Holders a certificate of an Authorized Officer demonstrating the derivation of such
excess.




          (g) Termination of Satellite Purchase Agreement. If any Satellite Purchase Agreement
is terminated for any reason other than in accordance with its terms upon completion, then (i) the
Company shall promptly notify the Holders of such event and (ii) subject to the prior payment in


 









 







           full of the principal of and interest on the Loans and all other amounts payable under the
Credit Documents (or, if after the Closing Date, the relevant terms of the Credit Agreement are
amended, waived or otherwise modified with the effect that the amount required to be paid in
accordance with, or pursuant to the terms of the Credit Agreement is reduced, subject to the
payment of such reduced amount), the Company shall pay to the Holders the full amount of the
principal of and interest on the Senior Subordinated Notes and all other amounts payable under the
Note Purchase Documents.




          (h) Termination of Launch Services Agreement. If any Launch Services Agreement is
terminated for any reason other than in accordance with its terms upon completion, and if the
Company has not entered into an Alternative Launch Services Agreement with respect to the related
Satellite within 90 days of such termination, then (i) the Company shall promptly notify the
Holders of such event and (ii) subject to the prior payment in full of the principal of and
interest on the Loans and all other amounts payable under the Credit Documents (or, if after the
Closing Date, the relevant terms of the Credit Agreement are amended, waived or otherwise modified
with the effect that the amount required to be paid in accordance with, or pursuant to the terms of
the Credit Agreement is reduced, subject to the payment of such reduced amount), the Company shall
pay to the Holders the full amount of the principal of and interest on the Senior Subordinated
Notes and all other amounts payable under the Note Purchase Documents.




          (i) Failure of Commencement of Commercial Service. If the In-Orbit Commissioning Date
for any Satellite shall not have occurred on or prior to the date occurring six (6) months after
Launch of such Satellite then (i) the Company shall promptly notify the Holders of such event and
(ii) subject to the prior payment in full of the principal of and interest on the Loans and all
other amounts payable under the Credit Documents (or, if after the Closing Date, the relevant terms
of the Credit Agreement are amended, waived or otherwise modified with the effect that the amount
required to be paid in accordance with, or pursuant to the terms of the Credit Agreement is
reduced, subject to the payment of such reduced amount), the Company shall pay to the Holders, in
cash, no later than 15 Business Days after the occurrence of the event giving rise to such
prepayment (or, if such event is an insured event under the insurance maintained in accordance with
Section 9.1(g)(ii), upon the earlier to occur of (A) the date immediately following the date of
receipt of insurance proceeds with respect to such event and (B) the date falling 210 days after
the occurrence of such event), the full amount of the principal of and interest on the Senior
Subordinated Notes and all other amounts payable under the Note Purchase Documents.




          (j) Repayment Premium; Ratable Treatment; Payment of Accrued Interest. Upon each such
prepayment of Senior Subordinated Notes under this Section 8.4, the Company shall pay to each
Holder of such Senior Subordinated Notes the applicable Repayment Premium. Each prepayment of the
Senior Subordinated Notes under this Section 8.4 shall be applied ratably to all of the Senior
Subordinated Notes and no Holder of any Senior Subordinated Note shall have any right to refuse any
such prepayment unless all Holders decline to receive the same proportion of such prepayment.
Prepayments under this Section 8.4 shall be accompanied by accrued and unpaid interest to the date
of prepayment, together with any other fees, expenses and other amounts due and unpaid.




          (k) The Company shall pay or prepay amounts under the Credit Agreement in such a manner that
any payment or prepayment of principal under the Credit Agreement is a permanent payment or
prepayment under the Credit Agreement.




     Section 8.5 Repayment Premium. The term “Repayment Premium” means, with respect to any Called
Principal (as defined below), that percentage of such Called Principal indicated opposite the
applicable time period listed below:



 









 





	 	 	 	 	 
	Date of Prepayment or Acceleration	 	Repayment Premium	 
	Prior to the first anniversary of the date of Closing
	 	 	0.0 %	
	 
	 	 	 	 
	On or after the first anniversary of the date of Closing
but prior to the second anniversary of the date of
Closing
	 	 	4.0 %	
	 
	 	 	 	 
	On or after the second anniversary of the date of
Closing but prior to the third anniversary of the date
of Closing
	 	 	2.0 %	
	 
	 	 	 	 
	On or after the third anniversary of the date of Closing
	 	 	0.0 %	






     “Called Principal” means the principal of a Senior Subordinated Note that is to be paid or
prepaid prior to April 18, 2012 (as such scheduled maturity date may be extended from time to time
in accordance with the terms hereof), including without limitation, the principal of a Senior
Subordinated Note that is to be paid or prepaid pursuant to Sections 8.3, 8.4, or 8.6 as
applicable, or has become or is declared to be immediately due and payable pursuant to
Section 12.1, as the context requires.



     Section 8.6 Additional Prepayment Covenant. If on any date after the Closing Date, the
Company or any of its Subsidiaries (i) Incurs any Additional Subordinated Notes, (ii) Incurs any
Vendor Financing, (iii) consummates any Equity Issuance (other than an Equity Issuance pursuant to
an Initial Public Offering) or (iv) consummates any Additional WorldView-2 Stock Issuance, and
after giving pro forma effect to any of the foregoing, the sum of (a) the aggregate principal
amount of Additional Subordinated Notes that have been issued on or prior to such date (without
giving effect to any amortization or any other payments of any nature of principal obligations
constituting Additional Subordinated Notes), (b) the aggregate amount of Vendor Financing
outstanding on such date, (c) the aggregate amount of net cash proceeds received or receivable by
the Company and its Subsidiaries from all Equity Issuances consummated on or after the Closing Date
and on or prior to such date, and (d) the aggregate amount of net cash proceeds received or
receivable by the Company and its Subsidiaries from all Additional WorldView-2 Stock Issuances
consummated on or after the Closing Date and on or prior to such date, exceeds $80,000,000 (such
excess being referred to herein as the “Excess Amount” and any such date of Incurrence or issuance
on which the Excess Amount exists being referred to herein as a “Trigger Date”), the Company shall
immediately notify the Holders of such event and immediately apply an amount equal to the Excess
Amount less (1) the amount of the Excess Amount required to be applied (including amounts
theretofore or concurrently therewith applied as so required) in accordance with, or pursuant to,
the terms of the Credit Agreement as in effect on the Closing Date to permanently pay or
permanently prepay the Loans under the Credit Agreement (it being noted, for the avoidance of
doubt, that if the relevant terms of the Credit Agreement are amended, waived or otherwise modified
with the effect that the amount required to be applied in accordance with, or pursuant to, the
terms of the Credit



 









 







Agreement to pay or prepay the Loans under the Credit Agreement is reduced, the amount of such
reduction shall not be construed as being required to be applied to permanently pay or permanently
prepay the Loans under the Credit Agreement for the purposes of this Section 8.6), which amount
shall be immediately applied by the Company to permanently pay or permanently prepay the Loans
under the Credit Agreement, and (2) the amount of the Excess Amount required to be applied
(including amounts theretofore or concurrently therewith applied as so required) in accordance
with, or pursuant to, the terms of Section 8.4 of this Agreement as then in effect, which amount
shall be immediately applied by the Company to permanently pay or permanently prepay the Senior
Subordinated Notes under this Agreement (the Excess Amount, less the amounts described in clauses
(1) and (2), being referred to herein as the “Adjusted Excess Amount”), as follows:



          (a) The Company shall, within 5 Business Days after such Trigger Date, request that the
Administrative Agent seek to obtain any and all applicable consents under the Credit Documents from
the requisite Lenders necessary to permit the Company to pay the lesser of (x) the Adjusted Excess
Amount and (y) the Obligations outstanding under the Note Purchase Documents to the Holders to
permanently prepay the then-outstanding principal amount of the Senior Subordinated Notes and such
other Obligations.




          (b) If the Administrative Agent confirms to the Company by notice in writing that all such
applicable consents under the Credit Documents have been obtained, then the Company, within five
(5) Business Days thereafter, shall prepay the lesser of (x) the Adjusted Excess Amount and (y) the
Obligations outstanding under the Note Purchase Documents to the Holders. If the Administrative
Agent has not confirmed to the Company by notice in writing that all such applicable consents under
the Credit Documents have been obtained within ten (10) Business Days of such Incurrence or
issuance, as applicable, then the Company shall immediately make an optional prepayment pursuant to
Section 2.8 of the Credit Agreement in an amount equal to the lesser of the Adjusted Excess Amount
and the Obligations outstanding under the Credit Documents and, if the amount of such optional
prepayment is less than the Adjusted Excess Amount, then immediately after such optional
prepayment, the Company shall immediately apply any remaining amount of the Adjusted Excess Amount
to prepay the then-outstanding principal amount of the Senior Subordinated Notes and the other
Obligations outstanding under the Note Purchase Documents.




     Notwithstanding the foregoing provisions of this Section 8.6, the Company shall not be
required to prepay the Obligations under the Credit Documents and/or the principal amount of the
Senior Subordinated Notes and the other Obligations outstanding under the Note Purchase Documents
with any Adjusted Excess Amount determined as of any Trigger Date to the extent (and only to the
extent) that such Adjusted Excess Amount, when added to all other Adjusted Excess Amounts that were
previously applied (i) to prepay the Obligations under the Credit Documents (as an optional
prepayment under the Credit Agreement as required by this Section 8.6 and not as a mandatory
prepayment under Section 2.9 of the Credit Agreement) and (ii) to prepay the principal amount of
the Senior Subordinated Notes and the other Obligations outstanding under the Note Purchase
Documents (pursuant to this Section 8.6 and not as a mandatory prepayment under Section 8.4),
exceeds the Deleveraging Amount as of such Trigger Date. The “Deleveraging Amount” shall equal (x)
$120,000,000 minus (y) the principal amount of Additional Subordinated Notes issued by the
Company prior to the first Trigger Date. The obligations of the Company set forth in this Section
8.6 shall be in addition to any obligations it has to the Holders under Sections 8.3 and 8.4. Upon
any prepayment of Senior Subordinated Notes under this Section 8.6, the Company shall pay to each
Holder of such Senior Subordinated Notes any applicable Repayment Premium. Any prepayment of the
principal amount of the Senior Subordinated Notes and other Obligations under the Note Purchase
Documents under this Section 8.6 shall be applied ratably to all of the Senior Subordinated Notes
and no Holder of any Senior Subordinated Note shall have any right to refuse any such prepayment
unless all Holders decline to receive the same proportion of such prepayment.



 









 




Prepayments under this Section 8.6 shall be accompanied by accrued and unpaid interest to the date
of prepayment, together with any other fees, expenses and other amounts due and unpaid. The
Company shall prepay amounts under the Credit Agreement in such a manner that any prepayment of
principal under the Credit Agreement is a permanent prepayment under the Credit Agreement.




SECTION 9. AFFIRMATIVE COVENANTS; PROJECT DOCUMENT COVENANTS.




     Each Obligor covenants that so long as any of the Senior Subordinated Notes are outstanding or
any other Obligations under the Note Purchase Documents are outstanding, each Obligor shall
perform, and shall cause each of its Subsidiaries to perform, all of the covenants in this
Section 9:



     Section 9.1 Affirmative Covenants.



          (a) Basic Reporting Requirements. The Company shall furnish to the Holders: (1) as
soon as available but in any event within one hundred twenty (120) days after the close of each
Fiscal Year, the audited consolidated Financials of the Company and its Subsidiaries for such
Fiscal Year, certified by the Company’s accountants and accompanied, in the case of such
consolidated Financials of the Company, by an opinion thereon of independent certified public
accountants of recognized national standing, which opinion shall state that such consolidated
Financials fairly present the consolidated financial condition and results of operations of the
Company and its Subsidiaries as of the end of, and for, such Fiscal Year in accordance with GAAP;
(2) as soon as available but in any event within sixty (60) days after the end of each Fiscal
Quarter, the unaudited consolidated Financials of the Company and its Subsidiaries for such
quarter, certified by its chief financial officer pursuant to a Financial Officer Certification;
(3) together with the quarterly unaudited and annual audited consolidated Financials, a certificate
of the Company setting forth computations demonstrating compliance with the financial covenants set
forth in Section 10.17, and certifying that no Default or Event of Default has occurred, or if a
Default or an Event of Default has occurred, the actions taken by the Company with respect thereto;
(4) within sixty (60) days after the end of each Fiscal Year, commencing with Fiscal Year 2008, an
updated version of the projections of cash flows attached hereto as Schedule 9.1(a) which
projections shall be at least as broad in scope and as detailed as the Financial Plan delivered on
the Closing Date; and (5) promptly following any request therefor, such other information regarding
the operations, business affairs and financial condition of the Company or any of its Subsidiaries,
or compliance with the terms of this Agreement and the Note Purchase Documents, as any Holder may
reasonably request.




          (b) Visitation; Verification. The Company, each of its Subsidiaries and each of the
other Obligors shall keep true and accurate books of account in accordance with GAAP, and shall
permit any Holder that is an Institutional Investor and/or any of its designated representatives,
and, if an Event of Default has occurred and is continuing, shall permit any Holder and/or any of
their designated representatives, upon reasonable notice, in compliance with relevant U.S. export
law, as applicable, and at the expense of the Company, to visit and inspect the premises of the
Company, any Subsidiary of the Company and/or other Obligor, to examine the books of account of any
such Persons (and to make copies and/or extracts therefrom) and to discuss the affairs, finances
and accounts of such Persons with, and to be advised as to the same by, the officers of such
Persons and to be advised as to such or other business records upon the request of any Holder.




          (c) Maintenance of Properties. The Company, each of its Subsidiaries and each of the
other Obligors shall maintain its corporate/legal existence and business, maintain its assets in
reasonably good operating conditions and repair (subject to ordinary wear and tear and to all
provisions of this Agreement permitting sales of certain of Company’s assets), keep its business
and assets adequately insured, maintain its chief executive office in the United States, continue
to engage in the same lines of


 









 







business, and comply in all material respects with all Regulations, including, without
limitation, ERISA and Environmental Laws.




          (d) Notices. The Company, each of its Subsidiaries and each of the other Obligors
shall notify the Holders promptly in writing (A) of the occurrence of any Default or Event of
Default, (B) of the Company, any of its Subsidiaries or any other Obligor obtaining Knowledge of
any noncompliance with ERISA or any Environmental Law or proceeding in respect thereof which could
have a material adverse effect on such Person, (C) promptly upon becoming aware of the occurrence
of or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof,
what action the Company, its Subsidiaries or any of their ERISA Affiliates has taken, is taking or
proposes to take with respect thereto, and, when known, any action taken or threatened by the
Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, (D) of any
change of address of the Company, any of its Subsidiaries or any other Obligor, (E) of any notices
received by the Company or any of its Subsidiaries from any Governmental Body that could reasonably
be expected to have a Material Adverse Effect, and (F) of the Company, any of its Subsidiaries or
any other Obligor obtaining Knowledge of any threatened or pending litigation or similar proceeding
affecting the Company, any of its Subsidiaries or any other Obligor involving claims in excess of
$500,000 in the aggregate or any material change in any such litigation or proceeding previously
reported. The Company shall furnish to the Purchasers, promptly upon their becoming available,
copies of all material notices or material documents received or delivered by the Company pursuant
to any Principal Project Document (including, without limitation, any notice or other document
relating to a failure by the Company to perform any of its covenants or obligations under such
Principal Project Document, but excluding notices and other communications given or received by the
Company in the Ordinary Course of Business).




          (e) Use of Proceeds. The Company, each of its Subsidiaries and each of the other
Obligors shall use the proceeds of the Senior Subordinated Notes only as permitted by Section 5.18
hereof (for the avoidance of doubt, the proceeds of the Senior Subordinated Notes shall not be used
for the purpose of purchasing or carrying of “margin security” or “margin stock” within the meaning
of Regulations T, U and/or X of the Board of Governors, 12 C.F.R. Parts 221 and 224).




          (f) Further Assurances.





          (i) The Company, each of its Subsidiaries and each other Obligor shall cooperate with
the Holders, take such actions, execute such documents, and provide such information as any
Holder may from time to time reasonably request in order further to effect the transactions
contemplated by and the purposes of the Note Purchase Documents.




          (ii) The Company, each of its Subsidiaries and each other Obligor shall promptly, upon
request by any Holder, correct, and cause each of the other parties to the Note Purchase
Documents to promptly correct, any material defect or error that may be discovered in any
Note Purchase Document or in the execution or acknowledgment of the Note Purchase Documents.



          (g) Insurance.





          (i) General Coverage. The Company shall maintain and/or shall cause each of
its Subsidiaries to maintain, at their respective expense, and keep in effect with
responsible insurance companies, such liability insurance for bodily injury and third-party
property damage as is customary in the case of companies engaged in the same or similar
business or having similar properties, similarly situated. The Company shall, and shall
cause each of its Subsidiaries to, keep and maintain, at their respective expense, their
respective material real and personal



 









 







property (other than Satellites, to the extent covered by clause (ii) below) insured
against loss or damage by fire, theft, explosion, spoilage and all other risks ordinarily
insured against by other owners or users of such properties in similar businesses in an
amount equal to the full replacement or cash value thereof, subject to deductible amounts
which the Company, in its reasonable judgment, deems prudent. The Company shall, and shall
cause each of its Subsidiaries to, carry all insurance required by applicable law to cover
its obligations to the PBGC.




          (ii) Satellite Coverage.




               (A) Launch and Initial Operations Insurance.




     
(1) With respect to the WorldView Satellite, the Company shall maintain
launch and initial operations insurance for a period expiring no earlier
than twelve (12) months after the time of launch of the WorldView Satellite
(including risks of Partial Failure, Total Failure and Constructive Total
Failure), with space insurance carriers that, in the Company’s reasonable
business judgment, are internationally recognized, financially sound and
reputable, in a minimum amount equal to $260,000,000, on terms and
conditions, including customary exclusions and having such deductibles as
are reasonably acceptable to the Holders.




     
(2) With respect to the WorldView-2 Satellite, not later than
sixty (60) days before the launch thereof, the Company shall procure, or
cause to be procured, at its own expense, binding commitments for the
provision of launch and initial operations insurance for a period commencing
no later than the time of the launch of the WorldView-2 Satellite and
expiring no earlier than twelve (12) months thereafter (including risks of
Partial Failure, Total Failure and Constructive Total Failure), with space
insurance carriers that, in the Company’s reasonable business judgment, are
internationally recognized, financially sound and reputable, in a minimum
amount equal to 110% of the sum of (x) the aggregate outstanding principal
amount of the Loans and any unused commitments under the Credit Agreement,
(y) the aggregate outstanding principal amount of the loans and the unused
commitments in respect of the Indebtedness permitted by Section 10.1(G), if
any, and (z) the aggregate outstanding principal amount (and, if applicable,
any unused commitments) of the WorldView-2 Subordinated Debt (including the
Senior Subordinated Notes), but in no event more than $250,000,000, on terms
and conditions, including customary exclusions and having such deductibles
as are reasonably acceptable to the Required Holders; provided, however,
that if the Company in exercising its commercially reasonable efforts cannot
obtain such amount of insurance at such time, the Company shall procure an
amount of insurance that is reasonably acceptable to the Required Holders.




               (B) In-Orbit Insurance. The Company shall procure and maintain at its
own expense with space insurance carriers that, in the Company’s reasonable business
judgment, are internationally recognized, financially sound and reputable, in-orbit
insurance for each Satellite, commencing, in the case of each of the WorldView
Satellite and the WorldView-2 Satellite immediately upon the expiration of the
applicable launch and initial operations insurance coverage described in
Section 9.1(g)(ii)(A) and, in the case of any other Satellite in orbit, during the
commercial useful life of such Satellite, for



 









 







risks including Partial Failure, Total Failure and Constructive Total Failure,
in a minimum amount equal to 110% of the sum of (x) the aggregate outstanding
principal amount of the Loans and any unused commitments under the Credit Agreement,
(y) the aggregate outstanding principal amount of the loans and the unused
commitments in respect of the Indebtedness permitted by Section 10.1(G), if any, and
(z) the aggregate outstanding principal amount (and, if applicable, any unused
commitments) of the World View-2 Subordinated Debt (including the Senior
Subordinated Notes), but, with respect to each of the WorldView Satellite and
WorldView-2 Satellite in no event more than $250,000,000, and with respect to any
other Satellite, if any, the book value of such Satellite, if any, on terms and
conditions, including customary exclusions and having such deductibles as are
reasonably acceptable to the Required Holders; provided that in each case, that if
the Company in exercising its commercially reasonable efforts cannot obtain such
amount of insurance at such time, the Company shall procure an amount of insurance
that is reasonably acceptable to the Required Holders, but that in no event shall be
required to be in excess of the book value of any Satellite. The Company shall
renew and maintain the in-orbit insurance in full force and effect at all times for
consecutive terms of at least twelve (12) months. The terms and conditions of the
in-orbit insurance, including all renewals thereof, shall be at least as beneficial
to the Holders as the corresponding provisions of the launch and initial operations
insurance or (in the case of renewals) the provisions of the in-orbit insurance
renewed thereby if such terms and conditions are available on commercially
reasonable terms, with only such changes as the Required Holders shall otherwise
reasonably agree; provided that the insurable events in any such in-orbit insurance
and renewals may exclude anomalies that have become apparent before such in-orbit
insurance or renewal, as the case may be, was obtained.




               (C) Third Party Liability Coverage. The Company shall, or shall cause
the applicable Launch Services Provider, to procure and maintain third-party launch
liability insurance for property loss or damage and bodily injury caused by a launch
vehicle or any Satellite to the extent provided in the applicable Launch Services
Agreement.




               (D) Satellite Manufacturer’s Coverage. The Company shall cause each
Satellite Manufacturer to procure at its own expense and maintain in full force and
effect, at all times prior to the time when risk of loss of or damage to the
Satellite manufactured thereby is transferred to the Company, property damage
insurance on an “all risks” basis (with customary conditions and exclusions),
providing coverage for such Satellite. The Company shall cause each Satellite
Manufacturer, promptly upon obtaining the insurance required pursuant to the
immediately preceding sentence, to deliver to the Holders suitable evidence of such
insurance.




          (iii) Common Terms. All policies of insurance required to be maintained
pursuant to such Sections shall provide, either as a clause in, or an endorsement to, such
policies, that the insurers are requested to provide the Holders with at least
fifteen (15) days’ (or ten (10) days’ in the case of nonpayment of premiums) prior written
notice of reduction in coverage or amount (other than a reduction in coverage or amount
resulting from a payment thereunder), cancellation or non renewal of any policy. Each such
policy shall, either as a clause in, or an endorsement to, such policies, (A) provide that
the insurance be primary and not excess to or contributory to any insurance or
self-insurance maintained by the Company and (B) waive any right of the insurers to any set
off or counterclaim or any other deduction (other than non payment of premiums). All
endorsements referred to in this Section 9.1 with respect to



 









 







insurance currently held by or on behalf of the Company shall be delivered no later
than one hundred eighty (180) days after the Closing.




          (iv) Broker and Advisor Undertakings. The Company shall deliver to the Holders
sixty (60) days before any Launch (in the case of the launch and initial operations policy)
or one (1) month before the expiration of any launch and initial operations insurance or
before any subsequent in-orbit insurance operations (in the case of in-orbit insurance
policies) a certificate, addressed to the Holders, of such broker or (in the case of
clause (IV) below) an internationally recognized insurance advisor appointed by the Lenders
(I) confirming that the insurance policy in respect of each insurance is in full force and
effect and shall incept at (a) the time of the Launch (in the case of the launch and initial
operations insurance policies) or (b) the moment the launch and initial operations insurance
policy or the in-orbit insurance policy then in effect (in the case of in-orbit insurance
policies) is due to expire, (II) confirming the names of the companies issuing such policy
and their respective shares of the insurance, (III) confirming the amounts and expiration
dates of such policy and that the premium for such policy shall be payable by the Company,
(a) in full, no later than sixty (60) days before such Launch (in the case of the launch and
initial operations policy) or (b) no later than thirty (30) days before attachment of risk
(in the case of in-orbit insurance policies) if the insurance policy so requires (or such
lesser time as provided therein, including after attachment of risk and including
installments of such payments), and (IV) stating that in the opinion of such broker or
advisor, as the case may be, after due investigation (including obtaining representations
from the Company), such policy (x) complies in all material respects with the requirements
of this Section 9.1(g) and (y) is comparable in all material respects with insurance carried
by prudent and responsible owners and operators of similar properties.




          (v) Claims Under Launch and Initial Operations Policies and Under In Orbit
Policies. The Company shall promptly and simultaneously notify the Holders and the
Company’s insurance broker in writing of any loss covered by any insurance referred to in
Section 9.(1)(g)(ii)(A) or (B) and, upon obtaining knowledge thereof, of any such potential
loss and shall file a proof of loss with respect thereto with the insurers (with copies
thereof sent simultaneously to the Holders) as early as possible within the period allowed
therefor in the related insurance policy (and in any event not later than the last date on
which each proof of loss may be filed).



          (h) Governmental Approvals.





          (i) The Company will, and will cause each of its Subsidiaries to, at all times maintain
in full force and effect and comply in all material respects with all Governmental Approvals
obtained by it and required for the DigitalGlobe Business as shall now or hereafter be
necessary under applicable Regulations. Except as specifically included in Company’s NOAA
licenses to operate private remote sensing space systems for purposes of national security,
no such Governmental Approvals shall be subject to any restriction, condition, limitation or
other provision that could be reasonably expected to have a Material Adverse Effect.




          (ii) Except as set forth on Schedule 9.1(h)(ii), the Company will not, and will not
permit any of its Subsidiaries to, take any legal or administrative action that seeks to
amend, supplement or modify in any material adverse respect any Governmental Approval
obtained by the Company or any of its Subsidiaries and required for the DigitalGlobe
Business. To the extent the Company has the contractual or legal right to prevent such
action, it will not permit any other Person to take any legal or administrative action that
seeks to amend, supplement or modify any



 









 







Governmental Approval required for the DigitalGlobe Business if such action could
reasonably be expected to result in a Material Adverse Effect.




          (iii) If any Governmental Approval obtained by the Company or any of its Subsidiaries
and required for the DigitalGlobe Business is materially Impaired, the Company will
diligently and timely (A) make all filings, (B) pursue all remedies and appeals which the
Company determines, in good faith, to be necessary or appropriate and (C) take such other
lawful action, in each case, as shall be necessary or, in the good faith opinion of the
Company, desirable to (1) prevent such Impairment from becoming final and non-appealable or
otherwise irrevocable, (2) postpone the effectiveness of such Impairment and (3) cause such
Impairment to be revoked or amended or modified so as to eliminate the reasonable
possibility of such Impairment. To the extent the Company has the contractual or legal
right to do so, if any Governmental Approval obtained by any person (other than the Company
or any of its Subsidiaries) and required for the DigitalGlobe Business is materially
Impaired, the Company will diligently and timely, and will cause such Person diligently and
timely to, (A) make all filings, (B) pursue all remedies and appeals which the Company
determines, in good faith, to be necessary or appropriate and (C) take such other lawful
action, in each case, as shall be necessary or, in the good faith opinion of the Company,
desirable to (1) prevent such Impairment from becoming final and non-appealable or otherwise
irrevocable, (2) postpone the effectiveness of such Impairment and (3) cause such Impairment
to be revoked or amended or modified so as to eliminate the reasonable possibility of such
Impairment, unless in each case such Impairment could not reasonably be expected to result
in a Material Adverse Effect.



          (i) Payment of Obligations. The Company will, and will cause each of its Subsidiaries
to, pay its obligations, including tax liabilities, that, if not paid, could result in a Material
Adverse Effect before the same shall become delinquent or in default, except where (a) the validity
or amount thereof is being contested in good faith by appropriate proceedings, (b) the Company or
such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance
with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected
to result in a Material Adverse Effect.



          (j)
Subsidiary Guarantors. The Company will take such action, and
will cause each of its Subsidiaries to take such action, from time to
time as shall be necessary to ensure that all Subsidiaries of the
Company are “Subsidiary Guarantors” hereunder. Without limiting the generality of the
 foregoing, in the event that the Company or any of its Subsidiaries shall form or acquire any new Subsidiary that shall constitute a Subsidiary hereunder, the Company and its Subsidiaries will
 cause such new Subsidiary to



          (i) become a “Subsidiary Guarantor” hereunder pursuant to a Supplemental Guarantee
Counterpart within five (5) Business Days following the date of such formation or
acquisition and




          (ii) deliver such proof of corporate action, incumbency of officers, opinions of
counsel and other documents as is consistent with those delivered by each Obligor pursuant
to Section 4 on the Closing Date or as any Holder shall have requested.



          (k) Patriot Act Compliance. The Company and its Subsidiaries will provide to the
Holders of the Senior Subordinated Notes such information and take such actions as are reasonably
requested by any Holder of a Senior Subordinated Note in order to assist the Holders of the Senior
Subordinated Notes with compliance with the Patriot Act.




 









 








     Section 9.2 Principal Project Documents.



          (a) Performance of Obligations and Enforcement of Rights. The Company will, and will
cause each of its Subsidiaries to (A) perform and observe in all material respects all of its
covenants and obligations contained in each of the Principal Project Documents to which it is a
party, (B) take all reasonable and necessary action to prevent the termination or cancellation of
any Principal Project Documents other than in accordance with the terms thereof and (C) use
commercially reasonable efforts to enforce against the relevant Transaction Party thereto each
material covenant or obligation of such Principal Project Document in accordance with its terms.
Anything in the foregoing to the contrary notwithstanding, the Company shall pay, or cause to be
paid, when due (unless consented to by the counterparty), all claims for labor, material, supplies
or services (under the Principal Project Documents or otherwise) that, if unpaid, could by law
result in a Lien on any assets of any Obligor, other than a Permitted Lien; provided that the
Company shall have the right to contest in good faith by appropriate proceedings diligently
conducted the validity or amount of such claim, so long as adequate reserves have been established
with respect thereto in accordance with GAAP.




          (b) Cancellation; Termination; Amendments, Etc. Except as set forth on
Schedule 9.2(b), the Company will not, without the prior written consent of the Required Holders,
(A) cancel or terminate any Principal Project Document to which it is a party or consent to or
accept any cancellation or termination thereof, (B) sell, assign (other than as collateral security
to the Administrative Agent pursuant to the Credit Documents) or otherwise dispose of (by operation
of law or otherwise) any part of its interest in any Principal Project Document, (C) waive any
default under, or breach of, any Principal Project Document, fail to use commercially reasonable
efforts to enforce, forgive, compromise, settle, adjust, waive or release any right, interest or
entitlement, howsoever arising, under, or in respect of any Principal Project Document or in any
material way vary, or agree to the variation of, any provision of such Principal Project Document
or of the performance of any covenant or obligation by any Person under any Principal Project
Document, (D) exercise any right to initiate an arbitration proceeding under any Principal Project
Document or take any action with respect to any arbitration proceeding initiated by any other
Transaction Party or compelled by the provisions of any Principal Project Document, (E) petition,
request or take any other legal or administrative action that seeks, or may be reasonably be
expected, to materially Impair any Principal Project Document, (F) consent, or agree to consent, to
any Person party to a Principal Project Document to assign or delegate any of its rights under such
Principal Project Document, or (G) amend, supplement or modify any Principal Project Document,
unless (in the case of any actions covered in clauses (A) through (G) above) the monetary and
non-monetary obligations of the Company or its Subsidiaries under such Principal Project Documents
after giving effect to such amendment, supplement or modification could not reasonably be expected
to result in a Material Adverse Effect. On the last Business Day of each Fiscal Quarter, the
Company shall furnish the Holders with a list of all amendments, supplements or modifications of
any Principal Project Document that were made during such Fiscal Quarter and shall, upon the
request of the Holders, furnish such Person with a certified copy of any such requested amendment,
supplement or modification.




     Section 9.3 Other Project Documents.



          (a) Additional Project Documents; Additional Costs. The Company will not and will not
permit any of its Subsidiaries to enter into any Other Project Document, or otherwise incur any
other obligation, without the prior written consent of the Required Holders, unless the monetary
and non-monetary obligations under such Other Project Documents could not reasonably be expected to
have a Material Adverse Effect.




          (b) Performance of Obligations and Enforcement of Rights. The Company will, and will
cause each of its Subsidiaries to (i) perform and observe all of its covenants and obligations


 









 







 contained in each of the Other Project Documents to which it is a party, (ii) take all
reasonable and necessary action to prevent the termination or cancellation of any Other Project
Documents other than in accordance with the terms thereof and (iii) enforce against the relevant
party thereto each covenant or obligation of such Other Project Document other than in accordance
with its terms, unless, in the case of each of the clauses (i) through (iii) above, the failure to
take any such action could not reasonably be expected to result in a Material Adverse Effect.




          (c) Cancellation; Termination; Amendments, Etc. The Company will not, without the
prior written consent of the Required Holders (A) cancel or terminate any Other Project Document to
which it is a party or consent to or accept any cancellation or termination thereof, (B) sell,
assign (other than as collateral security pursuant to the Credit Documents to the Administrative
Agent) or otherwise dispose of (by operation of law or otherwise) any part of its interest in any
Other Project Document, (C) waive any default under, or breach of, any Other Project Document, fail
to use commercially reasonable efforts to enforce, forgive, compromise, settle, adjust, waive or
release any right, interest or entitlement, howsoever arising, under, or in respect of any Other
Project Document or in any material way vary, or agree to the variation of, any provision of such
Other Project Document or of the performance of any covenant or obligation by any Person under any
Other Project Document, (D) exercise any right to initiate an arbitration proceeding under any
Other Project Document or take any action with respect to any arbitration proceeding initiated by
any other Transaction Party or compelled by the provisions of any Other Project Document,
(E) petition, request or take any other legal or administrative action that seeks, or may
reasonably be expected, to materially Impair any Other Project Document, (F) consent, or agree to
consent, to any Person party to any Other Project Document to assign or delegate any of its rights
under such Other Project Document, or (G) amend, supplement or modify any Other Project Document,
unless (in the case of any actions covered in clauses (A) through (G) above) the monetary and
non-monetary obligations of the Company or its Subsidiaries under such Other Project Documents
after giving effect to such amendment, supplement or modification could not reasonably be expected
to result in a Material Adverse Effect. On the last Business Day of each Fiscal Quarter, the
Company shall furnish each Holder with a list of all amendments, supplements or modifications of
any Other Project Document that were made during such Fiscal Quarter and shall, upon the request of
any Holder, furnish such Person with a certified copy of any such requested amendment, supplement
or modification.




     SECTION 10. NEGATIVE COVENANTS.



     Each Obligor hereby covenants and agrees with each Holder of a Senior Subordinated Note that
until the principal amount of (and premium, if any, on) all the Senior Subordinated Notes, and all
interest, and other Obligations under the Note Purchase Documents, shall have been paid in full,
each Obligor shall perform and cause each of its Subsidiaries to perform (to the extent
applicable), all covenants in this Section 10:



     Section 10.1 Indebtedness. None of the Company, any Subsidiary of the Company or any other
Obligor shall create, incur, permit to exist or assume any Indebtedness other than (A) Indebtedness
to the Holders arising under the Note Purchase Documents, (B) Indebtedness of the Company or any of
its Subsidiaries existing as of the date hereof set forth on Schedule 10.1 hereto, (C) Permitted
Acquisition Indebtedness, (D) Vendor Financing and Additional Subordinated Notes (and Guarantees of
Additional Subordinated Notes by the Subsidiary Guarantors; provided that such Guarantees are pari
passu in right of payment and security with the Guarantees of the Senior Subordinated Notes by the
Subsidiary Guarantors), provided that (i) the aggregate amount of Vendor Financing does not exceed
at any time $40,000,000 and (ii) the aggregate amount of Vendor Financing and the aggregate
principal amount of Additional Subordinated Notes (excluding, for the avoidance of doubt, any
amounts represented by or relating to the accrual of non-cash interest on such Additional
Subordinated Notes, the issuance of



 









 







additional subordinated notes to evidence such accrued interest on the Additional Subordinated
Notes or the addition of non-cash interest to the principal amount of the Additional Subordinated
Notes) taken together does not exceed at any time $80,000,000 minus the sum of amortization
and other payments of any nature of principal obligations constituting Additional Subordinated
Notes, (E) Indebtedness in respect of taxes or other governmental charges contested in good faith
by appropriate proceedings and for which the Company has made appropriate reserves,
(F) Indebtedness of the Company and Subsidiary Guarantors under the Credit Documents, provided that
the aggregate principal or face amount of Indebtedness permitted under this clause (F) shall in no
event exceed $230,000,000 minus the sum of amortization and other payments of any nature of
principal obligations constituting Indebtedness under the Credit Documents, provided
further, for the avoidance of doubt Indebtedness permitted under this clause (F) shall not
include any Refinancing of Indebtedness under the Credit Documents, (G) other senior secured
Indebtedness incurred under the Revolving Credit Agreement (in accordance with the requirements of
the definition of the terms Revolving Credit Agreement and Revolving Credit Documents), the
outstanding amount of which does not exceed $20,000,000 in aggregate principal or face amount
(including the aggregate face amount of any outstanding letters of credit issued thereunder) at
any time outstanding minus the sum of the aggregate amount of permanent reductions of
commitments or permanent repayments under the Revolving Credit Agreement, which Indebtedness shall
be pari passu in right of payment and security with the Indebtedness permitted under clause (F)
above, (H) Indebtedness consisting of Interest Swap Obligations (and Guarantees thereof) with a
Qualified Counterparty entered into for non-speculative purposes with respect to the Credit
Agreement, which Indebtedness shall be pari passu in right of payment and security with the
Indebtedness permitted under clause (F) above, and (I) other Indebtedness in an aggregate
outstanding amount not to exceed $1,000,000 at any time; (the Indebtedness described in the
foregoing clauses (A) through (I), collectively, the “Permitted Indebtedness”).



     Section 10.2 Liens. None of the Company, any of its Subsidiaries or any other Obligor shall
create, incur, assume or permit to exist, or cause any of its Subsidiaries to create, incur, assume
or permit to exist, any Liens (including, for the avoidance of doubt and without limitation, any
Liens arising in any non-U.S. jurisdiction and under any non-U.S. law) on any of their properties
or assets, except (A) Liens securing their respective obligations under the Credit Documents,
(B) Liens securing taxes or other governmental charges not yet due or due but contested in good
faith by appropriate proceedings and for which the Company has made appropriate reserves (so long
as the holder of any such Lien is not taking any active steps to enforce or foreclose on such
Lien), (C) deposits or pledges made in connection with social security obligations, (D) Liens of
landlords, carriers, warehousemen, mechanics and materialmen and other similar statutory Liens
arising in the Ordinary Course of Business of the Company, less than 120 days old as to
obligations not yet due or due but contested in good faith by appropriate proceedings and for which
the Company has made appropriate reserves (so long as the holder of any such Lien is not taking any
active steps to enforce or foreclose on such Lien), (E) easements, rights of way, zoning
restrictions and similar minor Liens which individually and in the aggregate do not have a material
adverse effect on the Company and/or any of its Subsidiaries, (F) Liens on property or assets of
the Company and its Subsidiaries in existence immediately prior to the date hereof, as listed on
Schedule 10.2, (G) Liens securing Indebtedness described in Section 10.1(G), which Liens shall be
pari passu with the Liens permitted under clause (A) above, and (H) Liens securing Indebtedness
described in Section 10.1(H), which Liens shall be pari passu with the Liens permitted under clause
(A) above, (the Liens described in the foregoing clauses (A) through (H) of this paragraph,
collectively, the “Permitted Liens”).



     Section 10.3 Sales and Lease-Backs. No Obligor shall, nor shall it permit any of its
Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or
other surety with respect to any lease of any property (whether real, personal or mixed), whether
now owned or hereafter acquired, which such Obligor (a) has sold or transferred or is to sell or to
transfer to any other Person (other than the Company or any of its Subsidiaries), or (b) intends to
use for substantially the same




 











 




purpose as any other property which has been or is to be sold or transferred by such Obligor
to any Person (other than the Company or its Subsidiaries) in connection with such lease.




     Section 10.4 Transactions with Shareholders and Affiliates. No Obligor shall, nor shall it
permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction (including the purchase, sale, lease or exchange of any property or the rendering of
any service), other than any transactions under or in connection with the Note Purchase Documents,
with any holder of five percent (5%) or more of any class of Capital Stock of the Company or any
Subsidiary of the Company or with any Affiliate of the Company, on terms that are less favorable to
the Company or such Subsidiary, as the case may be, than those that generally might be obtained at
the time from a Person who is not such a holder or an Affiliate.



     Section 10.5 Investments. None of the Company, any Subsidiary of the Company or any other
Obligor shall make any Investments other than Investments in (A) marketable obligations of the
United States maturing within one (1) year, (B) certificates of deposit, bankers’ acceptances and
time and demand deposits of United States banks having total assets in excess of $1,000,000,000 or
other similar cash equivalents, (C) ownership by Company or any existing Wholly-Owned Subsidiary
Guarantor of the Capital Stock of their existing Subsidiaries that are Wholly-Owned Subsidiary
Guarantors, (D) Indebtedness owing to an Obligor that is a Wholly-Owned Subsidiary Guarantor from
any other Obligor that is a Wholly-Owned Subsidiary Guarantor, (E) Investments set forth on
Schedule 10.5 hereto, (F) Investments in respect of the acquisition of stock, or property of
another Person, the aggregate amount of which does not exceed $2,000,000 during each Fiscal Year,
or (G) Permitted Acquisitions.



     Section 10.6 Certain Agreements. Except with respect to (a) specific property encumbered to
secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with
respect to a permitted Asset Sale, (b) restrictions by reason of customary provisions restricting
assignments, subletting or other transfers contained in leases, licenses and similar agreements
entered into in the Ordinary Course of Business (provided, that such restrictions are
limited to the property or assets secured by such Liens or the property or assets subject to such
leases, licenses or similar agreements, as the case may be), (c) restrictions under the Credit
Documents, and (d) restrictions imposed by the agreements evidencing or governing any WorldView-2
Subordinated Debt, none of the Company, any Subsidiary of the Company or any other Obligor shall
enter into or permit to exist any agreement or arrangement that prohibits, restricts or imposes any
condition upon (i) the ability of any Obligor to create, incur, assume or permit to exist any Lien
upon any of its property or assets, whether now owned or hereafter acquired, (ii) the ability of
any Subsidiary of the Company to pay dividends or other distributions with respect to any shares of
its capital stock or other Equity Interests or to make or repay loans or advances to any
other Obligor, or (iii) the ability of any Obligor to sell, lease or transfer any of its properties
or assets to any other Obligor.



     Section 10.7 Fundamental Changes. None of the Company, any of its Subsidiaries or any other
Obligor shall (A) become party to a merger, consolidation or acquisition, Joint Venture or
partnership (each, an “Acquisition”), (B) make any changes in the corporate structure or
identity of the Company, any of its Subsidiaries or any other Obligor which has a Material Adverse
Effect on the Company and/or any of its Subsidiaries, (C) liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution) or (D) enter into any agreement to do any of the foregoing;
provided, that, (i) any Wholly-Owned Subsidiary Guarantor may merge with and into the
Company or any other Wholly-Owned Subsidiary Guarantor upon not less than thirty (30) days’ prior
written notice to the Holders of such merger and (ii) the Company, any of its Subsidiaries or any
other Obligor may enter into a Permitted Acquisition.



 









 





     Section 10.8 Asset Sales. None of the Company, any of its Subsidiaries or any other Obligor
shall (A) effect any disposition of assets other than in the Ordinary Course of Business, (B) sell,
lease or otherwise dispose of assets other than in the Ordinary Course of Business or (C) enter
into any agreement to do any of the foregoing; provided, that (i) any Wholly-Owned Subsidiary
Guarantor may merge with and into the Company or any other Wholly-Owned Subsidiary Guarantor upon
not less than thirty (30) days’ prior written notice to the Holders of such merger and (ii) the
Company or any of its Subsidiaries may sell, lease or otherwise dispose of assets in an aggregate
amount which does not exceed $10,000,000 for the period commencing on April 18, 2005 and ending on
the Maturity Date.



     Section 10.9 Fiscal Year. None of the Company, any Subsidiary of the Company or any other
Obligor shall change its or any of its Subsidiaries’ Fiscal Year without the prior written consent
of the Required Holders, which consent shall not unreasonably be withheld.



     Section 10.10 Restricted Payments. None of the Company, any Subsidiary of the Company or any
other Obligor shall, directly or indirectly, declare, order, pay, make or set apart any sum for
(x) any Restricted Junior Payment or (y) Indebtedness owed to any Affiliate of an Obligor other
than accounts payable in the Ordinary Course of Business and other than payment of accounts payable
owed to Ball Aerospace & Technologies Corp.



     Section 10.11 No Other Business. None of the Company nor any Subsidiary of the Company shall
engage in any business other than DigitalGlobe Business.



     Section 10.12 Indebtedness Payments. The Company will not, nor will it permit any of its
Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money
for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other
acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or
any other amount owing in respect of, any Indebtedness (other than Senior Indebtedness described in
clauses (F) and (G) of Section 10.1 and Vendor Financing), except for regularly scheduled payments,
prepayments or redemptions of principal and interest in respect thereof required pursuant to the
instruments evidencing such Indebtedness. Notwithstanding anything to the contrary contained in
the preceding sentence, the Company will not, nor will it permit any of its Subsidiaries to,
purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking,
defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition
of, or make any voluntary payment or prepayment of the principal of or interest on, or any other
amount owing in respect of, any Additional Subordinated Notes.



     Section 10.13 Anti-Layering. The Company will not, nor will it permit any of its Subsidiaries
to, Incur any Indebtedness that is both subordinate or junior in right of payment to any
Indebtedness of the Company or any of its Subsidiaries, as applicable, and senior in any respect in
right of payment to the Senior Subordinated Notes or the Guarantees thereunder, as applicable.



     Section 10.14 Subsidiaries. None of the Company or any Subsidiary of the Company shall form,
or cause to be formed any other Subsidiary unless such newly formed Subsidiary becomes a Subsidiary
Guarantor hereunder by executing and delivering a Supplemental Guarantee Counterpart and taking
such other actions as may be required by Sections 9.1(j) and 16 hereof.



     Section 10.15 Modification of Certain Documents.



          (a) The Company will not, and will not permit any of its Subsidiaries to, consent to any
modification, supplement or waiver of any of the provisions of any agreement, instrument or other
document evidencing or relating to Indebtedness of the Company or any of its Subsidiaries (other
than




 









 







Indebtedness under the Credit Documents or Revolving Credit Documents which shall be governed
by Section 10.15(b) below) if the terms of such Indebtedness pertaining to prepayments,
representations and warranties, covenants and events of default would be in any material respect
more onerous on any Obligor than the terms of such Indebtedness prior to any such modification,
supplement or waiver.




          (b) The Company will not, and will not permit any of its Subsidiaries to, consent to any
modification, supplement or waiver of any provisions of the Credit Documents or Revolving Credit
Documents except as permitted by Section 15.12 hereof. It is agreed by the parties hereto that the
provisions of Section 15 (including the defined terms used therein) are (in addition to being for
the benefit of the holders of any Senior Indebtedness) for the benefit of the Holders and shall be
enforceable by each of them against the Obligors.




          (c) The Company will not, nor will it permit any of its Subsidiaries to, consent to any
modification, supplement or waiver of any of the provisions of any Material Contract, if such
modification, supplement or waiver would cause a Material Adverse Effect, without the prior consent
of the Required Holders.




          (d) The Company will not, and will not permit any of its Subsidiaries to, consent to any
modification, supplement or waiver of any of the provisions of any agreement, instrument or other
document evidencing or relating to any WorldView-2 Subordinated Debt (other than the Senior
Subordinated Notes) if such modification, supplement or waiver would be materially disadvantageous
to the Company or the Holders.




     Section 10.16 Use of Proceeds of Additional WorldView-2 Stock Issuances. The proceeds of the
Additional WorldView-2 Stock Issuances shall be used by the Company solely for working capital,
capital expenditures and general corporate purposes of the Company and its Subsidiaries, including,
without limitation, the development of the Worldview-2 Satellite Project.



     Section 10.17 Financial Covenants.



          (a) Total Leverage Ratio.





     The Company will not permit the Total Leverage Ratio at any time during any
period set forth below to exceed the ratio set forth opposite such period:



	 	 	 	 	 
	Period	 	Total Leverage Ratio
	 
	3/31/08 through 6/29/08
	 	 	4.9:1	 
	6/30/08 through 9/29/08
	 	 	4.4:1	 
	9/30/08 through Maturity
	 	 	3.8:1	 






          (b) Senior Secured Leverage Ratio.





     The Company will not permit the Senior Secured Leverage Ratio at any time
during any period set forth below to exceed the ratio set forth opposite such
period:



 









 





	 	 	 	 	 
	 	 	Senior Secured
	Period	 	Leverage Ratio
	 
	3/31/08 through 6/29/08
	 	 	4.4:1	 
	6/30/08 through 12/30/08
	 	 	3.8:1	 
	12/31/08 through 9/29/09
	 	 	3.3:1	 
	9/30/09 through 3/30/10
	 	 	2.7:1	 
	3/31/10 and thereafter through the Maturity Date
	 	 	2.2:1	 






          (c) Fixed Charge Coverage Ratio.





     From March 31, 2008, the Company shall not permit the ratio of (a) Adjusted
Consolidated EBITDA minus Capital Expenditures (other than Worldview Capital
Expenditures and WorldView-2 Capital Expenditures) to (b) Consolidated Cash Interest
Expense plus all Taxes paid or payable in cash, for the Applicable Period that ends
on any date set forth below to be less than the amount set forth opposite such date,
evidence of which shall be delivered to the Purchasers with the applicable
Financials and certifications required under Section 9.1:



	 	 	 	 	 
	 	 	Fixed Charge
	Fiscal Quarters Ending	 	Coverage Ratio
	 
	March 31, 2008 and the last day of
each Fiscal Quarter thereafter until
the Maturity Date
	 	 	2.7:1	 







     For purposes hereof, the “Applicable Period” means: (a) with respect to the
first time that compliance with this Section 10.17(c) is required on the last day of
a Fiscal Quarter, the Fiscal Quarter ending on such day, (b) with respect to the
second time that compliance with this Section 10.17(c) is required on the last day
of a Fiscal Quarter, the period of two consecutive Fiscal Quarters ending on such
day, (c) with respect to the third time that compliance with this
Section 10.17(c) is required on the last day of a Fiscal Quarter, the period of
three consecutive Fiscal Quarters ending on such day, and (d) with respect to the
fourth time that compliance with this Section 10.17(c) is required on the last day
of a Fiscal Quarter, and at all times thereafter, the period of four consecutive
Fiscal Quarters ending on or most recently ended prior to the date of determination.



          (d) Maintenance Capital Expenditures. The Company will not permit the aggregate
amount of Capital Expenditures other than Capital Expenditures made in connection with the
WorldView Satellite Project and the WorldView-2 Satellite Project (the “Maintenance Capital
Expenditures”) made in any period referred to below to exceed the amount set forth below opposite
such period:




	 	 	 	 	 
	 	 	Amount of
	Period	 	Maintenance Capital Expenditures
	 
	Four Fiscal Quarters ending March 31, 2008
	 	$	11,000,000	 
	Four Fiscal Quarters ending June 30, 2008
	 	$	13,200,000	 
	Four Fiscal Quarters ending September 30, 2008
	 	$	14,300,000	 
	October 1, 2008 through Maturity Date
	 	$	16,500,000	 






          (e) WorldView-2 Capital Expenditures. The Company will not permit the aggregate
amount of Capital Expenditures, excluding expenditures for the WV 110 sensor, in connection with
the WorldView-2 Satellite (such Capital Expenditures, excluding such expenditures, being referred
to herein




 









 







as the “WorldView-2 Capital Expenditures”) calculated on a cumulative basis from June 23, 2006
to exceed $220,000,000 provided that such amount may be increased from time to time by the amount
of the net proceeds of (x) any Additional WorldView-2 Stock Issuances and (y) any WorldView-2
Subordinated Debt.




SECTION 11. EVENTS OF DEFAULT.




     An “Event of Default” shall exist if any of the following conditions or events shall occur and
be continuing:



          (a) Failure to Make Payments or Deliver PIK Election Notice When Due. Failure by the
Company to (i) pay when due any principal of any Senior Subordinated Note (including Senior
Subordinated Notes evidencing PIK), whether at stated maturity, by acceleration, by notice of
voluntary prepayment, by mandatory prepayment or otherwise, or any fee or any other amount due
hereunder (including any Repayment Premium), (ii) pay within five (5) Business Days after becoming
due interest on any Senior Subordinated Note, or (iii) deliver a PIK Election Notice required by
the terms of Section 8.1 hereof within five (5) days upon receipt of a notice from any Holder who
did not receive the applicable PIK Election Notice of such failure to deliver notice.




          (b) Breach of Certain Covenants. Failure of the Company or any of its Subsidiaries to
perform or comply with any term or condition contained in Sections 5.18, 9.1(e), 9.1(f), 9.1(g),
9.1(h), 9.2, 9.3 or 10.




          (c) Breach of Representations, etc. Any representation, warranty, certification or
other statement made or deemed made by the Company, any of its Subsidiaries or any Obligor in any
Note Purchase Document to which it is a party or in any statement or certificate at any time given
by the Company, any of its Subsidiaries or any Obligor in writing, pursuant hereto or thereto or in
connection herewith or therewith shall be false in any material respect as of the date made or
deemed made.




          (d) Other Defaults Under Note Purchase Documents. The Company, any of its
Subsidiaries or any Obligor shall default in the performance of or compliance with any term
contained herein or any of the other Note Purchase Documents to which it is a party, other than any
such term referred to in any other clause of this Section 11, and such default shall not have been
remedied or waived within 30 days of notice thereof from any Holder to the Company.




          (e) Default in Other Agreements. (i) Failure of the Company, any of its Subsidiaries
or any Obligor to pay when due any principal of or interest on or any other amount payable in
respect of one or more items of Indebtedness in an individual principal amount of $1,000,000 or
more or with an aggregate principal amount of $5,000,000 or more, in each case beyond the grace
period, if any, provided therefor, or (ii) breach or default by the Company, any of its
Subsidiaries or any Obligor with respect to any other material term of (A) one or more items of
Indebtedness in the individual or aggregate principal amounts referred to in clause (i) above,
(B) any loan agreement, mortgage, indenture or other agreement relating to such item of
Indebtedness or (C) any Material Contract, in each case beyond the grace period, if any, provided
therefor, if the effect of such breach or default is to cause or to permit (1) the holder or
holders of such Indebtedness (or a trustee on behalf of such holder or holders) or any party to
such Material Contract, as the case may be, to cause such Indebtedness or the obligations under
such Material Contract, as the case may be, to become or be declared due and payable (or
redeemable) or (2) any party to such Material Contract to terminate the same, in each case prior to
its stated maturity or the stated maturity of any underlying obligation, as the case may be, in
either case as a result of such breach or default.




 









 








          (f) Involuntary Bankruptcy, Appointment of Receiver, etc. (i) A court of competent
jurisdiction shall enter a decree or order for relief in respect of the Company, any of its
Subsidiaries or any other Obligor in an involuntary case under the Bankruptcy Code or under any
other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or
order is not stayed, or any other similar relief shall be granted under any applicable federal or
state law, or (ii) an involuntary case shall be commenced against the Company, any Subsidiary of
the Company or any other Obligor under the Bankruptcy Code or under any other applicable
bankruptcy, insolvency or similar law now or hereafter in effect, or 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 any of the Company, any of its
Subsidiaries or any other Obligor, or over all or a substantial part of its property, shall have
been entered; or there shall have occurred the involuntary appointment of an interim receiver,
trustee or other custodian of the Company, any of its Subsidiaries or any other Obligor for all or
a substantial part of its property or a warrant of attachment, execution or similar process shall
have been issued against any substantial part of the property of the Company, any of its
Subsidiaries or any other Obligor, and any such event described in this clause (ii) shall continue
for 30 days without having been dismissed, bonded or discharged.




          (g) Voluntary Bankruptcy, Appointment of Receiver, etc. (i) The Company, any
Subsidiary of the Company or any other Obligor shall have an order for relief entered with respect
to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable
bankruptcy, insolvency or similar law now or hereafter in effect, or shall 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, or shall consent to the appointment of or taking possession by
a receiver, trustee or other custodian for all or a substantial part of its property; or the
Company, any Subsidiary of the Company or any other Obligor shall make any assignment for the
benefit of creditors, or (ii) the Company, any Subsidiary of the Company or any other Obligor shall
be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as
such debts become due; or the board of directors (or similar governing body) of the Company, any
Subsidiary of the Company or any other Obligor (or any committee thereof) shall adopt any
resolution or otherwise authorize any action to approve any of the actions referred to herein or in
Section 11(f).




          (h) Judgments and Attachments. Any money judgment, writ or warrant of attachment or
similar process involving (i) in any individual case an amount in excess of $1,000,000 or (ii) in
the aggregate at any time an amount in excess of $5,000,000 (in either case to the extent not
adequately covered by insurance as to which a solvent and unaffiliated insurance company has
acknowledged coverage) shall be entered or filed against the Company, any Subsidiary of the Company
or any other Obligor or any of their respective assets and shall remain undischarged, unvacated,
unbonded or unstayed for a period of 30 days (or in any event later than five (5) days prior to the
date of any proposed sale thereunder).




          (i) Dissolution. Any order, judgment or decree shall be entered against the Company,
any of its Subsidiaries or any other Obligor decreeing the dissolution or split up of the Company,
any of its Subsidiaries or any other Obligor and such order shall remain undischarged or unstayed
for a period in excess of ten (10) days.




          (j) Change of Control. A Change of Control shall occur.




          (k) Note Purchase Documents. At any time after the execution and delivery thereof,
(i) this Agreement or any other Note Purchase Document ceases to be in full force and effect or
shall be declared null and void or (ii) the Company, any of its Subsidiaries or any other Obligor
shall contest the




 









 







validity or enforceability of any Note Purchase Document in writing or deny in writing that it
has any further liability under any Note Purchase Document to which it is a party.




          (l) ERISA. An ERISA Event shall have occurred that when taken together with all other
ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse
Effect.




          (m) Environmental Claim. A reasonable basis shall exist for the assertion against the
Company or any of its Subsidiaries, or any predecessor in interest of the Company or any of its
Subsidiaries, of (or there shall have been asserted against the Company or any of its Subsidiaries)
an Environmental Claim that, in the judgment of the Required Holders, is reasonably likely to be
determined adversely to the Company or any of its Subsidiaries, and the amount thereof (either
individually or in the aggregate) is reasonably likely to have a Material Adverse Effect (insofar
as such amount is payable by the Company or any of its Subsidiaries but after deducting any portion
thereof that is reasonably expected to be paid by other creditworthy Persons jointly and severally
liable therefor).




          (n) Other Events of Default.





          (i) An announcement by the Company of a decision to abandon or indefinitely defer the
operation of the DigitalGlobe System or the abandonment or indefinite deferral of the
operation of the DigitalGlobe System; or




          (ii) A material portion of the DigitalGlobe System shall be permanently condemned or
seized or title thereto shall be permanently requisitioned or taken by any Governmental Body
under power of eminent domain or otherwise; or a material potion of the DigitalGlobe System
shall be temporarily condemned or seized or title thereto shall be temporarily requisitioned
or taken by any Governmental Body under power of eminent domain or otherwise and such
temporary condemnation, seizure, requisition or taking shall last for at least 90 days and
could reasonably be expected to result in a Material Adverse Effect; or




          (iii) Failure of the Company to make payments under any Satellite Purchase Agreement or
Launch Services Agreement as such payments become due and payable (unless consented to by
the counterparty).



SECTION 12. REMEDIES ON DEFAULT, ETC.




     Section 12.1 Acceleration.



          (a) If an Event of Default with respect to any Obligor described in Section 11(f) or (g) has
occurred, all the Senior Subordinated Notes and all other Obligations under the Note Purchase
Documents then outstanding shall automatically become immediately due and payable.




          (b) If any other Event of Default has occurred and is continuing, any Holder or Holders of
twenty-five percent (25%) or more in principal amount of the Senior Subordinated Notes at the time
outstanding (exclusive of Senior Subordinated Notes then owned directly or indirectly by the
Company or any of its Subsidiaries or Affiliates) may at any time at its or their option, by notice
or notices to the Company, declare all the Senior Subordinated Notes then outstanding to be
immediately due and payable.




     Upon any Senior Subordinated Notes becoming due and payable under this Section 12.1, whether
automatically or by declaration, such Senior Subordinated Notes will forthwith mature and the
entire



 









 







unpaid principal amount of such Senior Subordinated Notes, plus (x) all accrued and unpaid
interest thereon (including, but not limited to, interest accrued thereon at the Applicable
Interest Rate after giving effect to the proviso in such definition) and (y) the Repayment Premium
determined in respect of such principal amount (to the full extent permitted by applicable law),
shall all be immediately due and payable, in each and every case without presentment, demand,
protest or further notice, all of which are hereby waived. The Company acknowledges, and the
parties hereto agree, that each Holder of a Senior Subordinated Note has the right to maintain its
investment in the Senior Subordinated Notes free from repayment by the Company (except as herein
specifically provided for) and that the provision for payment of a Repayment Premium by the
Company, if any, in the event that the Senior Subordinated Notes are prepaid or are accelerated as
a result of an Event of Default, is intended to provide compensation for the deprivation of such
right under such circumstances.



     Section 12.2 Other Remedies. If any Default or Event of Default has occurred and is
continuing, and irrespective of whether any Senior Subordinated Notes have become or have been
declared immediately due and payable under Section 12.1, any Holder of any Senior Subordinated Note
at the time outstanding may proceed to protect and enforce the rights of such Holder by an action
at law, suit in equity or other appropriate proceeding, whether for the specific performance of any
agreement contained herein or in any Senior Subordinated Note or in any Supplemental Guarantee
Counterpart, or for an injunction against a violation of any of the terms hereof or thereof, or in
aid of the exercise of any power granted hereby or thereby or by law or otherwise.



     Section 12.3 Rescission. At any time after any Senior Subordinated Notes have been declared
due and payable pursuant to Section 12.1(b), Required Holders or all (but not less than all) of
such Holders as have declared the Senior Subordinated Notes due and payable pursuant to Section
12.1(b), by written notice to the Company, may rescind and annul any such declaration and its
consequences if (a) the Company has paid all overdue interest on the Senior Subordinated Notes, all
principal of and Repayment Premium, if any, on any Senior Subordinated Notes that are due and
payable and are unpaid other than by reason of such declaration, and all interest on such overdue
principal and Repayment Premium, if any, and (to the extent permitted by applicable law) any
overdue interest in respect of the Senior Subordinated Notes, at the Applicable Interest Rate after
giving effect to the proviso in such definition, (b) neither the Company nor any other Person shall
have paid any amounts which have become due solely by reason of such declaration, (c) all Events of
Default and Defaults, other than non-payment of amounts that have become due solely by reason of
such declaration, have been cured or have been waived pursuant to Section 19, and (d) no judgment
or decree has been entered for the payment of any monies due pursuant hereto or to the Senior
Subordinated Notes. No rescission and annulment under this Section 12.3 will extend to or affect
any subsequent Event of Default or Default or impair any right consequent thereon.



     Section 12.4 No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no
delay on the part of any Holder of any Senior Subordinated Note in exercising any right, power or
remedy shall operate as a waiver thereof or otherwise prejudice such Holder’s rights, powers or
remedies. No right, power or remedy conferred by this Agreement or by any Senior Subordinated Note
upon any Holder thereof shall be exclusive of any other right, power or remedy referred to herein
or therein or now or hereafter available at law, in equity, by statute or otherwise. Without
limiting the obligations of the Company under Section 17, the Company will pay to the Holder of
each Senior Subordinated Note on demand such further amount as shall be sufficient to cover all
costs and expenses of such Holder incurred in any enforcement or collection under this Section 12,
including, without limitation, reasonable attorneys’ fees, expenses and disbursements.



 









 






		
	SECTION 13.	 	REGISTRATION; EXCHANGE; SUBSTITUTION OF SENIOR SUBORDINATED NOTES.





     Section 13.1 Registration of Senior Subordinated Notes. The Company shall keep at its
principal executive office a register for the registration and registration of transfers of Senior
Subordinated Notes. The name and address of each Holder of one or more Senior Subordinated Notes,
each transfer thereof and the name and address of each transferee of one or more Senior
Subordinated Notes shall be registered in such register. Prior to due presentment for registration
of transfer, the Person in whose name any Senior Subordinated Note shall be registered shall be
deemed and treated as the owner and Holder thereof for all purposes hereof, and the Company shall
not be affected by any notice or knowledge to the contrary.



     Section 13.2 Transfer and Exchange of Senior Subordinated Notes. The Company shall give to
any Holder promptly upon request therefor, a complete and correct copy of the names and addresses
of all registered holders of Notes. Upon surrender of any Senior Subordinated Note to the Company
at the address and to the attention of the designated officer (all as specified in
Section 20(iii)), for registration of transfer or exchange (and in the case of a surrender for
registration of transfer accompanied by a written instrument of transfer duly executed by the
registered Holder of such Senior Subordinated Note or such Holder’s attorney duly authorized in
writing and accompanied by the relevant name, address and other information for notices of each
transferee of such Senior Subordinated Note or part thereof), within ten Business Days thereafter,
the Company shall execute and deliver, at the Company’s expense (except as provided below), one or
more new Senior Subordinated Notes (as requested by the Holder thereof) in exchange therefor, in an
aggregate principal amount equal to the unpaid principal amount (including the PIK interest added
to the principal) of the surrendered Senior Subordinated Note. Each such new Senior Subordinated
Note shall be payable to such Person as such Holder may request and shall be substantially in the
form of Exhibit 1. Each such new Senior Subordinated Note shall be dated and bear interest from
the date to which interest shall have been paid on the surrendered Senior Subordinated Note or
dated the date of the surrendered Senior Subordinated Note if no interest shall have been paid
thereon. The Company may require payment of a sum sufficient to cover any stamp tax or
governmental charge imposed in respect of any such transfer of Senior Subordinated Notes. Senior
Subordinated Notes shall not be transferred in denominations of less than $500,000, provided that
if necessary to enable the registration of transfer by a Holder of its entire holding of Senior
Subordinated Notes, one Senior Subordinated Note may be in a denomination of less than $500,000.
Any transferee, by its acceptance of a Senior Subordinated Note registered in its name (or the name
of its nominee), shall be deemed to have made the representations set forth in Section 6.1.



     Section 13.3 Replacement of Senior Subordinated Notes. Upon receipt by the Company at the
address and to the attention of the designated officer (all as specified in Section 20(iii)) of
evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of any Senior Subordinated Note (which evidence shall be, in the case of an
Institutional Investor, notice from such Institutional Investor of such ownership and such loss,
theft, destruction or mutilation), and



          (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it
(provided that if the Holder of such Senior Subordinated Note is, or is a nominee for, an original
Purchaser or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity
shall be deemed to be satisfactory), or




          (b) in the case of mutilation, upon surrender and cancellation thereof,



within ten Business Days thereafter, the Company at its own expense shall execute and deliver, in
lieu thereof, a new Senior Subordinated Note, dated and bearing interest from the date to which
interest shall


 









 






have been paid on such lost, stolen, destroyed or mutilated Senior Subordinated Note or dated the
date of such lost, stolen, destroyed or mutilated Senior Subordinated Note if no interest shall
have been paid thereon.




SECTION 14. PAYMENTS ON SENIOR SUBORDINATED NOTES.




     Section 14.1 Place of Payment. Subject to Section 14.2 and for the purposes of Section 24.7,
payments of principal, Repayment Premium, if any, and interest becoming due and payable on the
Senior Subordinated Notes shall be made in New York, New York at the office of US Bank in such
jurisdiction. The Company may at any time, by notice to each Holder of a Senior Subordinated Note,
change the place of payment of the Senior Subordinated Notes so long as such place of payment shall
be either the principal office of the Company in such jurisdiction or the principal office of a
bank or trust company in such jurisdiction.



     Section 14.2 Home Office Payment. So long as any Purchaser or its nominee shall be the Holder
of any Senior Subordinated Note, and notwithstanding anything contained in Section 14.1 or in such
Senior Subordinated Note to the contrary, the Company will pay all sums becoming due on such Senior
Subordinated Note for principal, Repayment Premium, if any, and interest by the method and at the
address specified for such purpose below such Purchaser’s name in Schedule A, or by such other
method or at such other address as such Purchaser shall have from time to time specified to the
Company in writing for such purpose, without the presentation or surrender of such Senior
Subordinated Note or the making of any notation thereon, except that (a) payment-in-kind of
interest in lieu of cash through issuance of additional Senior Subordinated Notes in accordance
with Section 8.1, will be paid by delivery of such additional Senior Subordinated Notes to the
address specified for notices of payments below such Purchaser’s name in Schedule A, or at such
other address as such Purchaser shall have from time to time specified to the Company in writing
for such purpose and (b) upon written request of the Company made concurrently with or reasonably
promptly after payment or prepayment in full of any Senior Subordinated Note, such Purchaser shall
surrender such Senior Subordinated Note for cancellation, reasonably promptly after any such
request, to the Company at its principal executive office or at the place of payment most recently
designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any
Senior Subordinated Note held by a Purchaser or its nominee, such Purchaser will, at its election,
either endorse thereon the amount of principal paid thereon and the last date to which interest has
been paid thereon or surrender such Senior Subordinated Note to the Company in exchange for a new
Senior Subordinated Note or Senior Subordinated Notes pursuant to Section 13.2. The Company will
afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or
indirect transferee of any Senior Subordinated Note purchased by a Purchaser under this Agreement
and that has made the same agreement relating to such Senior Subordinated Note as the Purchasers
have made in this Section 14.2.



SECTION 15. SUBORDINATION OF NOTES.




     Section 15.1 Senior Subordinated Notes Subordinate to Senior Indebtedness. The Company
covenants and agrees, and each Holder of a Senior Subordinated Note, by its acceptance thereof,
likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this
Section 15, the payment of all Obligations under the Senior Subordinated Notes and this Agreement
(the “Subordinated Obligations”) are hereby expressly made subordinate and subject in right of
payment to the prior payment in full in cash or cash equivalents of all Senior Indebtedness of the
Company. The provisions of this Section 15 shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of any of the Senior Indebtedness is rescinded or must
otherwise be returned by a holder of Senior Indebtedness upon any Proceeding or otherwise, all as
though such payment had not been made.



 









 





     Section 15.2 Payment Over of Proceeds Upon Dissolution, Etc. In the event of and during
(a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation,
reorganization or other similar case or proceeding in connection therewith, relative to the Company
or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether
voluntary or involuntary, whether partial or total, and whether or not involving insolvency or
bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets
and liabilities of the Company, then and in any such event specified in clause (a), (b) or
(c) above (each such event, if any, herein referred to as a “Proceeding”), the holders of Senior
Indebtedness shall first be entitled to receive payment in full in cash or cash equivalents, of all
amounts due or to become due on or in respect of all Senior Indebtedness before the Holders of the
Senior Subordinated Notes are entitled to receive or accept any payment (including any interest) or
distribution of any kind or character, whether in cash, property or securities, and whether
received directly, indirectly or by set-off, counterclaim or otherwise, on account of the
Subordinated Obligations or other obligations in respect of the Senior Subordinated Notes
(including any interest accruing on or after the filing of any Proceeding relating to the Company,
whether or not allowed in such Proceeding) or on account of any purchase, redemption, defeasance or
other acquisition of Senior Subordinated Notes by the Company or any Subsidiary of the Company (all
such payments, distributions, purchases, redemptions, defeasances and acquisitions herein referred
to, individually and collectively, as a “Senior Subordinated Notes Payment”), and to that end,
until all obligations with respect to Senior Indebtedness are paid in full in cash or cash
equivalents, the holders of Senior Indebtedness shall be entitled to receive, for application to
the payment thereof, any Senior Subordinated Notes Payment which may be payable or deliverable in
respect of the Subordinated Obligations in any such Proceeding.



     In the event that, notwithstanding the foregoing provisions of this Section 15.2, the Holder
of any Note shall have received any Senior Subordinated Notes Payment pursuant to a Proceeding
before all Senior Indebtedness of the Company is paid in full in cash or cash equivalents, then and
in such event such Senior Subordinated Notes Payment shall be paid over or delivered forthwith,
immediately upon receipt of such payment and in the same form as received with any necessary
endorsements, to the trustee in bankruptcy or other person making payment or distribution of assets
of the Company for the application to the payment of all Senior Indebtedness remaining unpaid, to
the extent necessary to pay the Senior Indebtedness in full in cash or cash equivalents, after
giving effect to any concurrent payment or distribution to or for the holders of Senior
Indebtedness.



     For purposes of this Section 15 only, the words “any payment (including any interest) or
distribution of any kind or character, whether in cash, property or securities” (and the term
"Senior Subordinated Notes Payment”) shall not be deemed to include (i) the accrual of non-cash
interest on the Senior Subordinated Notes, the issuance of additional Senior Subordinated Notes to
evidence such accrued interest (including any such interest accruing on or after the filing of any
Proceeding relating to the Company, whether or not allowed in such Proceeding) on the Senior
Subordinated Notes, the issuance of additional Senior Subordinated Notes to evidence such accrued
interest or the addition of non-cash interest to the principal amount of the Senior Subordinated
Notes, and (ii) a distribution of stock or securities of the Company provided in connection with
any Proceeding, including any stock or securities provided for by a plan of reorganization or
readjustment authorized by an order or decree of a court of competent jurisdiction in a
reorganization proceeding under any applicable Bankruptcy Law or of any other corporation provided
for by such plan of reorganization or readjustment which stock or securities are subordinated in
right of payment to all then-outstanding Senior Indebtedness to substantially the same extent as,
or to a greater extent than, the Senior Subordinated Notes are so subordinated as provided in this
Section 15; provided that, in each case with respect to this clause (ii), if a new corporation
results from any such reorganization or readjustment in lieu of the Company, such corporation
assumes all Senior Indebtedness of the Company that will be outstanding after giving effect to such
reorganization or readjustment. The consolidation of the Company with, or the merger of the
Company into, another Person or the liquidation or dissolution of the Company following the
conveyance or transfer of all or



 









 







substantially all of its properties and assets as an entirety to another Person upon the terms
and conditions set forth in Section 10.7 shall not be deemed a Proceeding for the purposes of this
Section 15 if the Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer such properties and assets, as the case may be,
shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions
set forth in Section 10.7.



     The Representative shall have the right to request any Holder of the Senior Subordinated Notes
to (a) file and, in the event that such Holder of a Senior Subordinated Note fails to do so at
least ten (10) Business Days before the expiration of the time to file such claim (after a
reasonable advance written request therefor from the Representative to such Holder prior to the
beginning of such ten Business Day period), is hereby authorized to file, a proper claim, proof of
claim or proof of debt in the form required in any Proceeding for and on behalf of such Holder of a
Senior Subordinated Note (including on behalf of each such Holder of a Senior Subordinated Note
with respect to any such rights received by such Holder of a Senior Subordinated Note from holders
of Indebtedness of the Company due to such Indebtedness being subordinated to the Subordinated
Obligations), to accept and receive any Senior Subordinated Notes Payment (to be distributed pro
rata to all applicable Senior Indebtedness) which may be payable or deliverable at any time upon or
in respect of the Subordinated Obligations (x) to the extent that such Senior Subordinated Notes
Payment is required to be paid to the holders of the Senior Indebtedness pursuant to this
Section 15.2 and (y) in an amount (after giving effect to any concurrent payment or distribution to
or for the holders of Senior Indebtedness) not in excess of the Senior Indebtedness then
outstanding and (b) take such other action as may be reasonably necessary (i) to enable the
Representative to effectuate the actions permitted under the preceding clause (a), or (ii) to
respond to an objection or such other pleading in connection with the actions permitted under the
preceding clause (a) and the Representative shall have the right to take such actions requested in
this clause (b) if any such Holder of the Senior Subordinated Notes fails to take such action
within ten (10) Business Days after such request. Each Holder of a Senior Subordinated Note shall
provide to the Representative, at the Representative’s cost, all information and documents
reasonably necessary to file such claims or take such actions as provided in the preceding sentence
or seek enforcement as aforesaid. Notwithstanding the foregoing, each Holder of a Senior
Subordinated Note shall retain the right to consent to or to vote to accept or reject any plan of
partial or complete liquidation, reorganization, arrangement, composition or extension or to vote
in respect of the claim of such Holder arising from such Senior Subordinated Note; provided that
such Holder of a Senior Subordinated Note shall not take any action or vote in any way so as to
contest the enforceability of this Section 15 or the Senior Indebtedness. The Representative and
each holder of Senior Indebtedness shall retain the right to consent to or to vote its Senior
Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization,
arrangement, composition or extension or to vote in respect of the claim of such holder arising
from such Senior Indebtedness; provided that the Representative or such holder shall not take any
action or vote in any way so as to contest the enforceability of the Subordinated Obligations.



     Section 15.3 No Payment When Senior Indebtedness in Default. In the event that any Senior
Payment Default (as defined below) shall have occurred and be continuing, then no Senior
Subordinated Notes Payment shall be made unless and until such Senior Payment Default shall have
been cured or waived or shall have ceased to exist or all amounts then due and payable in respect
of the Senior Indebtedness which was the subject of such Senior Payment Default shall have been
paid in full in cash or cash equivalents. “Senior Payment Default” means any default in the
payment of principal (or premium, if any), of interest or fees (or, with respect to Interest Swap
Obligations constituting Senior Indebtedness, any equivalent payment Obligations) with respect to
any Senior Indebtedness when due, whether at the due date of any such payment or by declaration of
acceleration, prepayment, call for redemption or otherwise.



     Upon the occurrence of a Senior Nonmonetary Default (as defined below) and receipt of written



 









 







notice thereof from the Representative by the Holders of the Senior Subordinated Notes at
their respective addresses for notices provided for in Section 15, no Senior Subordinated Notes
Payment shall be made during a period (the “Payment Blockage Period”) commencing on the first date
of the receipt by any of the Holders of the Senior Subordinated Notes or by the Company of such
notice and ending the earlier of (i) the date on which such Senior Nonmonetary Default shall have
been cured or waived or ceased to exist, or all Designated Senior Indebtedness which was the
subject of such Senior Nonmonetary Default shall have been paid in full in cash or cash equivalents
and (ii) the 179th day after such first date of the receipt of such notice. No Senior Nonmonetary
Default that existed or was continuing on the date of delivery of any Payment Blockage Period
notice may be made the basis of the commencement of a subsequent Payment Blockage Period whether or
not within a period of 360 consecutive days, unless such Senior Nonmonetary Default shall have been
cured for a period of not less than 181 consecutive days. In any event, notwithstanding the
foregoing, no more than one Payment Blockage Period may be commenced during any 360-day period and
there shall be a period of at least 181 days during each 360-day period when no Payment Blockage
Period is in effect. “Senior Nonmonetary Default” means the occurrence or existence and
continuance of an event of default with respect to Designated Senior Indebtedness, other than a
Senior Payment Default, that permits the holders of the Designated Senior Indebtedness (or a
trustee or other agent on behalf of the holders thereof) then to declare such Designated Senior
Indebtedness due and payable prior to the date on which it would otherwise become due and payable.



     Notwithstanding the foregoing, for so long as any Indebtedness under the Credit Agreement
shall be outstanding, the Holders of the Senior Subordinated Notes may not declare an acceleration
pursuant to Section 12.1 solely by reason of a cross-default under Section 11(e) resulting from the
failure of the Company to comply with Section 6.2 of the Credit Agreement until the earlier of
(a) five (5) Business Days after written notice to the Representative of the Holders of the Senior
Subordinated Notes’ intent to accelerate and (b) an acceleration of the Indebtedness under the
Credit Agreement.



     The failure to make any payment on the Senior Subordinated Notes by reason of the provisions
of this Section 15.3 will not be construed as preventing the occurrence of an Event of Default with
respect to the Senior Subordinated Notes arising from any such failure to make payment. In the
case (i) of a Senior Payment Default, upon the date upon which such default is cured or waived or
otherwise ceases to exist, (ii) of a Senior Nonmonetary Default, upon the earliest of (a) the
termination of any period of Payment Blockage Period, (b) the date on which such default is cured,
waived or otherwise ceases to exist and (c) the date on which the Company otherwise receives notice
from or on behalf of the applicable holder of Designated Senior Indebtedness to terminate the
applicable Payment Blockage Period, or (iii) that this Section 15 otherwise permits the Senior
Subordinated Notes Payment, the Company shall resume making any and all required payments in
respect of the Senior Subordinated Notes, and may make any other Senior Subordinated Notes Payment,
including any missed payments, subject to the provisions of this Section 15 (but after giving
effect to this paragraph).



     In the event that, notwithstanding the foregoing, the Company or any other Person shall make
any Senior Subordinated Notes Payment to any Holder of a Senior Subordinated Note prohibited by the
foregoing provisions of this Section 15.3, then and in such event such Senior Subordinated Notes
Payment shall, upon written request, be paid over and delivered forthwith to the Representative in
the same form as received with any necessary endorsements for the payment of Senior Indebtedness,
to be applied ratably thereto in accordance with the amounts thereof then due and payable. Upon
such Senior Subordinated Notes Payment being paid over or delivered as aforesaid to the
Representative or upon any other payment over or delivery of any Senior Subordinated Notes Payment
to the Company, the Representative or any other representative (as designated in writing to such
Holder of Senior Subordinated Notes) of any holders of Senior Indebtedness, the Holder making such
payment or delivery shall have no obligation or liability arising from the application, or lack of
application, thereof by the



 









 







applicable recipient of such payment or delivery.



     The foregoing provisions of this Section 15.3 shall not apply to any Senior Subordinated Notes
Payment during a Proceeding, at which time the provisions of Section 15.2 shall apply.



     With respect to the holders of Senior Indebtedness, each Holder of Senior Subordinated Notes
undertakes to perform only those obligations on the part of such Holder as are specifically set
forth in this Section 15, and no implied covenants or obligations with respect to the holders of
Senior Indebtedness will be read into this Agreement against such Holder of Senior Subordinated
Notes. No Holder of Senior Subordinated Notes will be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness (but will be obligated to pay over or deliver the Senior
Subordinated Note Payments as set forth in this Section 15.3) and will not be liable to any such
holders if such Holder of Senior Subordinated Notes (i) pays over, delivers or distributes pursuant
to this Section 15.3 to or on behalf of the Company, the Representative or any other representative
(as designated in writing to such Holder of Senior Subordinated Notes) of any holder of Senior
Indebtedness money or assets that have been paid or delivered to such Holder to which any holders
of Senior Indebtedness are then entitled by virtue of this Section 15 or (ii) pays over, delivers
or distributes money or assets that have been paid or delivered to such Holder to the extent
required pursuant to Section 15.2 to the trustee in bankruptcy or other person making payment or
distribution of the assets of the Company, as applicable, except if such payment is made as a
result of the willful misconduct or gross negligence of such Holder of the Senior Subordinated
Notes.



     Section 15.4 Payment Permitted if No Default. Nothing contained in this Section 15 or
elsewhere in this Agreement or in any of the Senior Subordinated Notes shall prevent the Company,
at any time except during the pendency of any Proceeding referred to in Section 15.2 or under the
conditions described in Section 15.3, from making Senior Subordinated Notes Payments. Holders who
accelerate the maturity of Senior Subordinated Notes shall give a prompt notice of such
acceleration to the Representative at its address for notices provided for in Section 11.2 of the
Credit Agreement.



     Section 15.5 Subrogation to Rights of Holders of Senior Indebtedness. Only after the payment
in full in cash or cash equivalents of all amounts due or to become due on or in respect of Senior
Indebtedness of the Company from any source and the termination of all commitments in respect
thereof, the Holders of the Senior Subordinated Notes shall be subrogated to the rights of the
holders of Senior Indebtedness to receive payments and distributions of cash, property and
securities applicable to such Senior Indebtedness until the principal of (and premium, if any) and
interest on the Senior Subordinated Notes and all other Subordinated Obligations shall be paid in
full in cash or cash equivalents. For purposes of such subrogation, no payments or distributions
to the holders of the Senior Indebtedness of the Company of any cash, property or securities to
which the Holders of the Senior Subordinated Notes would be entitled except for the provisions of
this Section 15, and no payments pursuant to the provisions of this Section 15 to the holders of
Senior Indebtedness by Holders of the Senior Subordinated Notes, shall, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the Senior Subordinated
Notes, be deemed to be a payment or distribution by the Company to or on account of the Senior
Indebtedness of the Company. A distribution or payment made under this Section 15 to holders of
Senior Indebtedness that otherwise would have been made to the Holders of the Senior Subordinated
Notes is not, as between the Company and such Holders, a payment by the Company on the Senior
Subordinated Notes; provided that in no event shall the Holders of Senior Subordinated Notes
receive more than a single satisfaction of its claim in respect of the Senior Subordinated Notes
whether by way of subrogation or direct recovery.



     Section 15.6 Provisions Solely to Define Relative Rights. The provisions of this Section 15
are and are intended solely for the purpose of defining the relative rights of the Holders of the
Senior



 









 







Subordinated Notes on the one hand and the holders of Senior Indebtedness on the other hand.
Nothing contained in this Section 15 or elsewhere in this Agreement or in the Senior Subordinated
Notes is intended to or shall (a) impair, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of the Senior Subordinated Notes, the obligation of the
Company, which is absolute and unconditional (and which, subject to the rights under this
Section 15 of the holders of Senior Indebtedness, is intended to rank equally with all other
general unsecured obligations of the Company), to pay to the Holders of the Senior Subordinated
Notes the principal of (and premium, if any) and interest on the Senior Subordinated Notes and all
other Subordinated Obligations as and when the same shall become due and payable in accordance with
their terms; or (b) affect the relative rights against the Company of the Holders of the Senior
Subordinated Notes and creditors of the Company other than the holders of Senior Indebtedness; or
(c) prevent the Holder of any Note from exercising all remedies otherwise permitted by applicable
law upon default or otherwise under this Agreement, subject to the rights, if any, under this
Section 15 of the holders of Senior Indebtedness to receive cash, property and securities otherwise
payable or deliverable to such Holder of a Senior Subordinated Note.



     Section 15.7 No Waiver of Subordination. No right of any present or future holder of any
Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company or any Subsidiary
Guarantor or by any act or failure to act, in good faith, by any Holder of Senior Subordinated
Notes, or by any noncompliance by the Company and its Subsidiaries with the terms, provisions and
covenants of this Agreement, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.



     Section 15.8 Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment
or distribution of assets or securities of the Company referred to in this Section 15, the Holders
of the Senior Subordinated Notes shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making
such payment or distribution or the Representative, delivered to the Holders of Senior Subordinated
Notes, for the purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other Indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Section 15.



     Section 15.9 Reliance by Holders of Senior Indebtedness on Subordination Provision. Each
Holder of a Senior Subordinated Note, by accepting such Senior Subordinated Note, acknowledges and
agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a
consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was
created or acquired before or after the issuance of the Note, to acquire and continue to hold, or
to continue to hold, such Senior Indebtedness, and such holder of such Senior Indebtedness shall be
deemed conclusively to have relied on such subordination provisions in acquiring and continuing to
hold, or in continuing to hold, such Senior Indebtedness.



     Section 15.10 Third Party Beneficiary; No Amendment. The provisions of this Section 15
(including the defined terms used herein) are for the benefit of the holders of any Senior
Indebtedness and shall be enforceable by each of them directly against any Holder of Senior
Subordinated Notes and may not be amended without the consent of the Representative or, in the
absence thereof, the holders holding the majority in principal amount of such Senior Indebtedness.



     Section 15.11 Certain Notices. The Company will, at the time of such payment (and if Company
obtains knowledge of such facts after such payment, then immediately upon obtaining knowledge of
such facts), notify the Holders of Senior Subordinated Notes of any facts known to the Company that
cause a payment of any Obligations with respect to the Senior Subordinated Notes to



 









 







violate this Section 15, but failure to give such notice will not affect the subordination of
the Senior Subordinated Notes to the Senior Indebtedness as provided in this Section 15.



     Section 15.12 Modification of Credit Documents and Note Documents. The Credit Documents may
be amended, supplemented or otherwise modified in accordance with their terms, and new Credit
Documents may be entered into (any of the foregoing, a “Credit Documents Modification”); provided,
however, that (a) any Refinancing of the Indebtedness under the Credit Agreement shall be subject
to Section 8.4(e) regardless of whether such Refinancing involves any modifications described in
clause (b) below and (b) no such Credit Documents Modification shall, unless approved in writing by
the Required Holders: (i) contravene the provisions of this Section 15, (ii) result in the sum of
the aggregate principal amount of loans outstanding under the Credit Documents as determined after
giving effect to such Credit Documents Modification exceeding the aggregate principal amount of
loans outstanding under the Credit Documents, as determined as of the Closing Date but after
subtracting therefrom the aggregate amount of payments and prepayments of the Loans from any source
made during the period from the Closing Date to and including the date of such Credit Documents
Modification, (iii) increase or decrease the “Applicable Margin” or similar component of the
interest rate or the yield under the Credit Documents, or any fees payable in connection with the
Credit Documents, in a manner that would result in the total yield on Indebtedness thereunder to
exceed or be reduced by more than 1.00% per annum the total yield on Indebtedness thereunder as in
effect on the Closing Date (excluding upfront fees, if any, payable in connection with
modifications and waivers of provisions of the Credit Documents that do not exceed, in the
aggregate for all such fees paid or payable after the date hereof, 1% of the principal amount
outstanding thereunder), (iv) modify or supplement the mandatory payment provisions of Section 2.9
of the Credit Agreement or any similar provision in any manner that would increase or reduce any
amount required to be paid thereunder or require any such prepayment to be made at an earlier time
or modify or supplement any other provision of the Credit Agreement in any manner that would
shorten the scheduled time or times of repayment of the principal or of the payment of interest or
fees under the Credit Agreement, (v) modify the definition of “Obligations” set forth in the Credit
Agreement or modify any defined term used in such definition in a manner that expands the
obligations that are deemed to be Senior Indebtedness, (vi) change any covenant, default or event
of default provisions set forth in the Credit Documents in a manner adverse to the Company or its
Subsidiaries or the Holders of the Senior Subordinated Notes unless, in the case of any such
changes (other than any changes set forth in the foregoing clauses) that are adverse to the Company
or its Subsidiaries but that are not adverse to the Holders of the Senior Subordinated Notes, the
parties to this Agreement concurrently enter into documentation (or the Holders of the Senior
Subordinated Notes are given an offer and a reasonable opportunity (including reasonable time) to
enter into documentation) changing the Note Documents to provide benefits for the Holders of the
Senior Subordinated Notes that are equivalent to the benefits accruing to the Lenders as a result
of such changes in the Credit Documents (or making other changes acceptable to the Holders of the
Senior Subordinated Notes), or (vii) otherwise increase in any material respect the obligations of
the Company or its Subsidiaries thereunder or confer additional rights on the Lenders that would be
adverse to the Holders of the Senior Subordinated Notes unless, in the case of any such increases
(other than any changes set forth in the foregoing clauses) that are adverse to the Company or its
Subsidiaries but that are not adverse to the Holders of the Senior Subordinated Notes, the parties
to this Agreement concurrently enter into documentation (or the Holders of the Senior Subordinated
Notes are given an offer and a reasonable opportunity (including reasonable time) to enter into
documentation) changing the Note Documents to provide benefits for the Holders of the Senior
Subordinated Notes that are equivalent to the benefits accruing to the Lenders as a result of such
increases under the Credit Documents (or making other changes acceptable to the Holders of the
Senior Subordinated Notes). The provisions of this paragraph will apply, mutatis mutandis, to any
amendment, supplement or modification of any Revolving Credit Documents after the initial closing
date of the Revolving Credit Agreement and to any new Revolving Credit Documents entered into
thereafter and to any Refinancing of the Indebtedness under the Revolving Credit Agreement.



 









 





SECTION 16. GUARANTEES OF NOTES.




     Section 16.1 Guarantees. Each of the Subsidiary Guarantors hereby, jointly and severally,
absolutely and unconditionally guarantees, as primary obligors and not merely as sureties, to each
Holder of a Senior Subordinated Note executed and delivered by the Company, irrespective of the
value, genuineness, validity, regularity or enforceability of this Agreement, the Senior
Subordinated Notes, any other Note Purchase Documents, or any substitution, release or exchange of
any other guarantee of the obligations of the Company hereunder or thereunder, that: (a) the
principal of and premium and interest on the Senior Subordinated Notes, shall be punctually paid in
full when due, whether at Stated Maturity, by acceleration, redemption, demand or otherwise
(including amounts that would become due but for the operation of the automatic stay under Section
362(a) of the Bankruptcy Code, 11 U.S.C. §362(a)), and interest on the overdue principal of (and
any premium) and interest on the Senior Subordinated Notes, and all other obligations of the
Company to the Holders of the Senior Subordinated Notes hereunder and under the other Note Purchase
Documents, now or hereafter made, incurred or created, whether absolute or contingent, liquidated
or unliquidated, whether due or not due, and however arising under or in connection with any of the
Note Purchase Documents, shall be punctually paid in full or performed, all in accordance with the
terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any
Senior Subordinated Notes or any of such other obligations, that the same shall be punctually paid
in full when due or performed in accordance with the terms of the extension or renewal, whether at
Stated Maturity, by acceleration, demand or otherwise (including amounts that would become due but
for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.
§362(a)). The Subsidiary Guarantors hereby further jointly and severally agree that if the Company
shall fail to pay in full when due (whether at Stated Maturity, by acceleration, demand or
otherwise) or perform when required any of the obligations guaranteed hereunder, the Subsidiary
Guarantors will promptly pay or perform the same, without any demand or notice whatsoever, and that
in the case of any extension of time of payment or renewal of any of the obligations guaranteed
hereunder, the same will be punctually paid in full when due (whether at extended maturity, by
acceleration, demand or otherwise) or performance will be punctually made when required in
accordance with the terms of such extension or renewal. The Subsidiary Guarantors hereby agree
that their obligations hereunder shall be absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of the Senior Subordinated Notes or this
Agreement or any other Note Purchase Document, or any substitution, release or exchange of any
other guarantee of the obligations of the Company hereunder or thereunder, the absence of any
action to enforce the same, any waiver or consent by any Holder of a Senior Subordinated Note with
respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any
action to enforce the same, to the extent permitted by law, or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a guarantor or the Company. In
furtherance of the foregoing and without limiting the generality thereof, each Subsidiary Guarantor
agrees that: (a) this Guarantee is a guaranty of payment when due and not of collectibility; (b)
any Holder may enforce this Guarantee upon the occurrence and during the continuance of an Event of
Default under this Agreement notwithstanding the existence of any dispute between the Company and
any Holder with respect to the existence of such event; (c) the obligations of each Subsidiary
Guarantor hereunder are independent of the obligations of the Company under the Note Purchase
Documents and the obligations of any other guarantor of obligations of the Company and a separate
action or actions may be brought and prosecuted against each Subsidiary Guarantor whether or not
any action is brought against the Company or any of such other guarantors and whether or not the
Company is joined in any such action or actions; and (d) a payment of a portion, but not all, of
the obligations under the Note Purchase Documents by one or more Subsidiary Guarantors shall in no
way limit, affect, modify or abridge the liability of such or any other Subsidiary Guarantor for
any portion of such obligations that has not been paid. This Guaranty is a continuing guaranty and
shall be binding upon each Subsidiary Guarantor and its successors and assigns, and each Subsidiary
Guarantor irrevocably waives any right to revoke this Guarantee as to future transactions giving
rise to any such obligations. Each Subsidiary Guarantor hereby waives diligence, presentment,
demand of payment, filing



 









 







of claims with a court in the event of insolvency or bankruptcy of the Company, any right to
require a prior proceeding against the Company, protest, notice and all demands whatsoever and
covenant that this Guarantee shall not be discharged except by complete performance of the
obligations contained in the Senior Subordinated Notes, this Agreement and the other Note Purchase
Documents. If any Holder of a Senior Subordinated Note is required by any court or otherwise to
return to the Company or any Subsidiary Guarantor, or any Custodian, trustee, liquidator or other
similar official acting in relation to either the Company or any Subsidiary Guarantor, any amount
paid to such Holder of a Senior Subordinated Note in respect of the obligations guaranteed
hereunder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force
and effect and each Subsidiary Guarantor agrees that it will indemnify each Holder for all
reasonable costs and expenses (including fees and expenses of counsel) incurred by such Holder in
connection with such discharge or reinstatement. Each Subsidiary Guarantor agrees that it shall
not be entitled to any right of subrogation in relation to the Holders of the Senior Subordinated
Notes or right of contribution against any other guarantor in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor
further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders of the
Senior Subordinated Notes, on the other hand, (a) the Maturity Date of the obligations guaranteed
hereby may be accelerated as provided in Section 12 for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect
of the obligations guaranteed hereby and (b) in the event of any declaration of acceleration of
such obligations as provided in Section 12, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guarantee.
The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary
Guarantor, provided that such right shall be subordinate and subject in right of payment to the
prior payment in full of the obligations guaranteed hereunder and the Subsidiary Guarantors shall
not exercise any right or remedy with respect to their rights against such non-paying Subsidiary
Guarantor until payment and satisfaction in full of all of such obligations.



     Except as otherwise provided in the Note Purchase Documents, including without limitation
Section 15 hereof, any Holder may from time to time, without notice or demand and without affecting
the validity or enforceability of this Guarantee or giving rise to any limitation, reduction,
impairment or discharge of any Subsidiary Guarantor’s liability hereunder, (a) renew, extend,
accelerate or otherwise change the time, place, manner or terms of payment or performance of all or
any part of the obligations guaranteed hereby (including any increase or decrease in the principal
portion of, or rate or rates of interest on, all or any part of the Senior Subordinated Notes), (b)
settle, compromise, release or discharge, or accept or refuse any offer of performance with respect
to, or substitutions for, the obligations guaranteed hereby or any agreement relating thereto
and/or subordinate the payment of the same to the payment of any other obligations, (c) request and
accept other guaranties of the obligations guaranteed hereby and take and hold security for the
payment of this Guarantee or the obligations guaranteed hereby (including from any other Subsidiary
Guarantor), (d) exercise any other rights available to Holders under this Agreement or the other
Note Purchase Documents and (e) do all or any combination of the actions set forth in this
paragraph.



     Section 16.2 Execution and Delivery of this Agreement and Supplemental Guarantee Counterparts.
To evidence its Guarantee set forth in Section 16.1 and its agreement with the other applicable
provisions of this Agreement, each Subsidiary Guarantor hereby agrees that this Agreement shall be
executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents and,
to the extent not a party to this Agreement on the date hereof, each Subsidiary Guarantor shall
execute and deliver to the Holders of the Senior Subordinated Notes a supplemental guarantee
counterpart substantially in the form of Exhibit 16.2 hereto (a “Supplemental Guarantee
Counterpart”), pursuant to which such Subsidiary Guarantor shall become a Subsidiary Guarantor
under this Section 16 and a party to this Agreement and shall guarantee the obligations of the
Company under this Agreement and the Senior



 









 







Subordinated Notes and the other Note Purchase Documents. Concurrently with the execution and
delivery of such Supplemental Guarantee Counterpart, such Subsidiary Guarantor shall deliver to the
Holders of the Senior Subordinated Notes (a) an opinion of counsel reasonably acceptable to the
Purchasers that the foregoing have been duly authorized, executed and delivered by such Subsidiary
Guarantor and that such Subsidiary Guarantor’s Guarantee is a valid and legally binding obligation
of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its
terms and covering such other matters set forth on Exhibit 4.4(a), and (b) a certificate signed by
an appropriate officer or director of such Subsidiary Guarantor confirming that such Subsidiary
Guarantor is, and after giving the Guarantee set forth in Section 16.1 will be, Solvent and able to
pay its debts as they become due.



     If an officer whose signature is on this Agreement or on a Supplemental Guarantee Counterpart
no longer holds that office at the time the Company executes and delivers the Note on which a
Guarantee is endorsed, the Guarantee shall be valid nevertheless. The execution and delivery of
any Note by the Company shall constitute due delivery of the Guarantee set forth in this Agreement
on behalf of the Subsidiary Guarantors.



     Section 16.3 Releases of Guarantees. In the event of (i) a sale or other disposition of all
of the assets of any Subsidiary that is a Subsidiary Guarantor, by way of merger, consolidation or
otherwise in a transaction that complies with the provisions of Section 10.7, or (ii) a sale or
other disposition of all of the capital stock of any Subsidiary Guarantor in a transaction that
complies with Section 10.8, in each case to the extent such transaction complies with and is
permitted by the terms of this Agreement, such Subsidiary Guarantor (in the event of a sale or
other disposition, by way of such a merger, consolidation, distribution or otherwise, of all of the
capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event
of a sale or other disposition of all of the assets of such Subsidiary Guarantor) will be released
and relieved of any obligations under its Guarantee, in each case only so long as (and only upon)
the Net Asset Sale Proceeds of such sale or other disposition have been applied in accordance with
the provisions of Section 8.4. Any Subsidiary Guarantor not released from its obligations under
its Guarantee shall remain liable for the full amount of principal of and interest on the Senior
Subordinated Notes and for the other obligations of any Subsidiary Guarantor under this Agreement
as provided in this Agreement.



     Section 16.4 Subordination of Guarantees. The obligations of each Subsidiary Guarantor under
its Guarantee pursuant to this Section 16 shall be subordinated in right of payment to the
Guarantor Senior Indebtedness of such Subsidiary Guarantor on the same basis as the Senior
Subordinated Notes are subordinated in right of payment to Senior Indebtedness of the Company. For
the purposes of the foregoing sentence, the Holders of the Senior Subordinated Notes shall have the
right to receive and/or retain payments by any of the Subsidiary Guarantors only at such times as
they may receive and/or retain payments in respect of the Senior Subordinated Notes pursuant to
this Agreement including Section 15.



     Section 16.5 Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor, and by
its acceptance of the Senior Subordinated Notes, each Holder of a Senior Subordinated Note, hereby
confirms that it is the intention of all such parties that the Guarantee of such Subsidiary
Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or
state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the
Holders of the Senior Subordinated Notes and the Subsidiary Guarantors hereby irrevocably agree
that the obligations of such Subsidiary Guarantor under its Guarantee and this Section 16 shall be
limited to the maximum amount as will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws,
and after giving effect to any collections from, rights to receive contribution from or payments
made by or on behalf of any other Subsidiary Guarantor in



 









 







respect of the obligations of such other Subsidiary Guarantor under this Section 16.5, result
in the obligations of such Subsidiary Guarantor under its Guarantee not constituting a fraudulent
transfer or conveyance.



     Section 16.6 Endorsement of Guarantees. To evidence its Guarantee set forth in Section 16.1,
each Subsidiary Guarantor hereby agrees that a notation of such Guarantee (“Notation of Guarantee”)
substantially in the form of Exhibit 16.6 to this Agreement shall be endorsed by an officer of such
Subsidiary Guarantor on each Senior Subordinated Note authenticated and delivered by the Company.
Each Subsidiary Guarantor hereby agrees that its Guarantee set forth in Section 16.1 shall remain
in full force and effect notwithstanding any failure to endorse on each Senior Subordinated Note a
Notation of Guarantee.



SECTION 17. EXPENSES, ETC.




     Section 17.1 Transaction Expenses. Whether or not the transactions contemplated hereby are
consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of
counsel to Morgan Stanley and counsel to the Post Entities) incurred by the Purchasers and each
other Holder of a Senior Subordinated Note in connection with such transactions and in connection
with any amendments, waivers or consents under or in respect of the Note Purchase Documents
(whether or not such amendment, waiver or consent becomes effective), including, without
limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether
or how to enforce or defend) any rights under the Note Purchase Documents or in responding to any
subpoena or other legal process or informal investigative demand issued in connection with the Note
Purchase Documents, or by reason of being a Holder of any Senior Subordinated Note and (b) the
costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency
or bankruptcy of the Company or any Subsidiary of the Company or in connection with any work-out or
restructuring of the transactions contemplated hereby and by the Senior Subordinated Notes. The
Company will pay, and will save each Purchaser and each other Holder of a Senior Subordinated Note
harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders
(other than those, if any, retained by a Purchaser or other Holder in connection with its purchase
of the Senior Subordinated Notes).



     Section 17.2 Survival. The obligations of the Company under this Section 17 will survive the
payment or transfer of any Senior Subordinated Note, the enforcement, amendment or waiver of any
provision of this Agreement, any Supplemental Guarantee Counterpart or the Senior Subordinated
Notes, and the termination of this Agreement.



     Section 17.3 Indemnification.



          (a) Indemnification by the Obligors. The Company and its Subsidiaries hereby
indemnify and defend the Holders and each of their respective shareholders, partners, members,
managers, directors, officers, employees, agents, attorneys and affiliates (collectively, the
"Indemnified Persons”) against and hold each Indemnified Person harmless from any and all
liabilities, obligations, losses, damages, costs, expenses, claims, penalties, Actions, judgments,
disbursements of any kind or nature whatsoever, interest, fines, cleanup costs, settlements, costs
of preparation and investigation, costs incurred in enforcing this indemnity and reasonable
attorneys’ fees and expenses (collectively, “Losses”), that any of the Indemnified Persons may
incur, suffer, sustain or become subject to arising out of, relating to, or due to (i) any material
inaccuracy or breach of any of the representations and warranties of the Company, any of the
Subsidiaries of the Company or any other Obligor contained in any Note Purchase Document or in any
certificate delivered thereunder, (ii) the nonfulfillment or material breach of any covenant,
undertaking, agreement or other obligation of the Company, any of the Subsidiaries of the Company
or any other Obligor contained in any Note Purchase Document or in any certificate executed




 









 







by the Company, any of the Subsidiaries of the Company or any other Obligor and delivered
thereunder and/or (iii) any use of proceeds of the sale of the Senior Subordinated Notes, and/or
(iv) any Environmental Liability; provided that such indemnity shall not, as to any Indemnified
Person, be available to the extent such Losses result from the gross negligence or willful
misconduct of such Person. Upon request of an Indemnified Person, the Company shall retain counsel
reasonably satisfactory to the Indemnified Person to represent the Indemnified Person(s) in
connection with any Losses or threatened Losses and shall pay the fees and disbursements of such
counsel.




          (b) Contribution. If the indemnification provided for in Section 17.3(a) is
prohibited under applicable Regulations to an Indemnified Person, then the Company, in lieu of
indemnifying the Indemnified Person, will contribute to the amount paid or payable by the
Indemnified Person as a result of the Losses in such proportion as is appropriate to reflect the
relative fault of the Company, on the one hand, and of the Indemnified Person, on the other, in
connection with the events or circumstances which resulted in the Losses as well as any other
relevant equitable considerations.






SECTION
18. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE
AGREEMENT.




     All representations and warranties contained herein shall survive the execution and delivery
of this Agreement and the Senior Subordinated Notes, the purchase or transfer by any Purchaser of
any Senior Subordinated Note or portion thereof or interest therein and the payment of any Senior
Subordinated Note, and may be relied upon by any subsequent Holder of a Senior Subordinated Note,
regardless of any investigation made at any time by or on behalf of such Purchaser or any other
Holder of a Senior Subordinated Note. All statements contained in any certificate or other
instrument delivered by or on behalf of the Company or any Subsidiary Guarantor pursuant to this
Agreement shall be deemed representations and warranties of the Company under this Agreement.
Subject to the preceding sentence, this Agreement and the Senior Subordinated Notes embody the
entire agreement and understanding between each Purchaser and the Company and the Subsidiary
Guarantors and supersede all prior agreements and understandings relating to the subject matter
hereof.



SECTION 19. AMENDMENT AND WAIVER.




     Section 19.1 Requirements. The Note Purchase Documents (including the Senior Subordinated
Notes) may be amended, and the observance of any term hereof or thereof may be waived (either
retroactively or prospectively), with (and only with) the written consent of the Company and the
Required Holders, except that (a) no amendment or waiver of any of the provisions of Sections 1, 2,
3, 4, 6 or 7 hereof, or any defined term (as it is used therein), will be effective as to any
Purchaser unless consented to by such Purchaser in writing and (b) no such amendment or waiver may,
without the written consent of the Holder of each Senior Subordinated Note at the time outstanding
affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or
rescission, change the amount or time of any voluntary or mandatory prepayment or payment of
principal of, or reduce the rate or change the time of payment or method of computation of interest
or of the Repayment Premium on, the Senior Subordinated Notes, (ii) change the percentage of the
principal amount of the Senior Subordinated Notes the Holders of which are required to consent to
any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 15, 16, 18,19, 20
or 22.



     Section 19.2 Solicitation of Holders of Senior Subordinated Notes.



          (a) Solicitation. The Company will provide each Holder of the Senior Subordinated
Notes (irrespective of the amount of Senior Subordinated Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required (for the avoidance of
doubt, five




 









 







(5) Business Days shall constitute sufficient notice for these purposes) to enable such Holder
to make an informed and considered decision with respect to any proposed amendment, waiver or
consent in respect of any of the provisions hereof or of the Senior Subordinated Notes. The
Company will deliver executed or true and correct copies of each amendment, waiver or consent
effected pursuant to the provisions of this Section 19 to each Holder of outstanding Senior
Subordinated Notes promptly following the date on which it is executed and delivered by, or
receives the consent or approval of, the requisite Holders of Senior Subordinated Notes.




          (b) Payment. The Company will not directly or indirectly pay or cause to be paid any
remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any
security or provide other credit support, to any Holder of Senior Subordinated Notes as
consideration for or as an inducement to the entering into by any Holder of Senior Subordinated
Notes of any waiver or amendment of any of the terms and provisions hereof or of any Supplemental
Guarantee Counterpart unless such remuneration is concurrently paid, or security is concurrently
granted or other credit support concurrently provided, on the same terms, ratably to each Holder of
Senior Subordinated Notes that consented to such waiver or amendment, provided that the Company
shall give each Holder a reasonable opportunity to review and consent to each waiver and amendment
(it being agreed that five (5) Business Days shall constitute sufficient length of time for
reasonable opportunity for review for these purposes). Payment of interest on the Senior
Subordinated Notes in cash or PIK shall apply ratably to the Senior Subordinated Notes held by each
Holder.




     Section 19.3 Binding Effect, etc. Any amendment or waiver consented to as provided in this
Section 19 applies equally to all Holders of Senior Subordinated Notes and is binding upon them and
upon each future Holder of any Senior Subordinated Note and upon the Company without regard to
whether such Senior Subordinated Note has been marked to indicate such amendment or waiver. No
such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or
Event of Default not expressly amended or waived or impair any right consequent thereon. No course
of dealing between the Company and the Holder of any Senior Subordinated Note nor any delay in
exercising any rights hereunder or under any Senior Subordinated Note or under any Supplemental
Guarantee Counterpart shall operate as a waiver of any rights of any Holder of such Senior
Subordinated Note. As used herein, the term “this Agreement” and references thereto shall mean
this Agreement as it may from time to time be amended or supplemented.



     Section 19.4 Senior Subordinated Notes Held by Company, etc. Solely for the purpose of
determining whether the Holders of the requisite percentage of the aggregate principal amount of
Senior Subordinated Notes then outstanding approved or consented to any amendment, waiver or
consent to be given under this Agreement or the Senior Subordinated Notes, or have directed the
taking of any action provided herein or in the Senior Subordinated Notes to be taken upon the
direction of the Holders of a specified percentage of the aggregate principal amount of Senior
Subordinated Notes then outstanding, Senior Subordinated Notes directly or indirectly owned by the
Company or any of its Affiliates shall be deemed not to be outstanding.



SECTION 20. NOTICES.




     All notices and communications provided for hereunder shall be in writing and sent (a) by
telecopy or electronic mail (if the relevant party has provided an electronic mail address) if the
sender on the same day sends a confirming copy of such notice by a recognized overnight delivery
service (charges prepaid), or (b) by registered or certified mail with return receipt requested
(postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any
such notice must be sent:



 









 






          (i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address
specified for such communications in Schedule A, or at such other address as such Purchaser
or nominee shall have specified to the Company in writing,




          (ii) if to any other Holder of any Senior Subordinated Note, to such Holder at such
address as such other Holder shall have specified to the Company in writing, or




          (iii) if to the Company or any Subsidiary Guarantor, to the Company at DigitalGlobe,
Inc., 1601 Dry Creek Road, Suite 260, Longmont, Colorado 80503, Attention: Todd Stockard,
or at such other address as the Company shall have specified to the Holder of each Senior
Subordinated Note in writing.


Notices under this Section 20 will be deemed given only when actually received.




SECTION 21. REPRODUCTION OF DOCUMENTS.




     This Agreement and all documents relating thereto, including, without limitation,
(a) consents, waivers and modifications that may hereafter be executed, (b) documents received by
any Purchaser at the Closing (except the Senior Subordinated Notes themselves), and (c) financial
statements, certificates and other information previously or hereafter furnished to any Purchaser,
may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other
similar process and such Purchaser may destroy any original document so reproduced. The Company
agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall
be admissible in evidence as the original itself in any judicial or administrative proceeding
(whether or not the original is in existence and whether or not such reproduction was made by such
Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction
of such reproduction shall likewise be admissible in evidence. This Section 21 shall not prohibit
the Company or any other Holder of Senior Subordinated Notes from contesting any such reproduction
to the same extent that it could contest the original, or from introducing evidence to demonstrate
the inaccuracy of any such reproduction.



SECTION 22. CONFIDENTIAL INFORMATION.




     For the purposes of this Section 22, “Confidential Information” means information delivered to
any Purchaser by or on behalf of the Company or any Subsidiary of the Company in connection with
the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in
nature and that is not clearly marked or labeled or otherwise adequately identified when received
by such Purchaser as being anything other than confidential information of the Company or such
Subsidiary, provided that such term does not include information that (a) was publicly known or
otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes
publicly known through no act or omission by such Purchaser or any person acting on such
Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by
the Company or any Subsidiary of the Company or (d) constitutes financial statements delivered to
such Purchaser under Section 9.1 that are otherwise publicly available. Each Purchaser will
maintain the confidentiality of such Confidential Information in accordance with procedures adopted
by such Purchaser in good faith to protect confidential information of third parties delivered to
such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to
(i) its directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent
such disclosure reasonably relates to the administration of the investment represented by its
Senior Subordinated Notes) (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Confidential Information and instructed to keep
such Confidential Information confidential), (ii) its financial advisors and other professional
advisors who agree to hold confidential the Confidential Information substantially in



 









 




accordance with the terms of this Section 22 (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such Confidential
Information and instructed to keep such Confidential Information confidential), (iii) any other
Holder of any Senior Subordinated Note, (iv) any Institutional Investor to which it sells or offers
to sell such Senior Subordinated Note or any part thereof or any participation therein (if such
Person has agreed in writing prior to its receipt of such Confidential Information to be bound by
the provisions of this Section 22), (v) any Person from which it offers to purchase any security of
the Company (if such Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this Section 22), (vi) any federal or state regulatory
authority having jurisdiction over such Purchaser, (vii) the National Association of Insurance
Commissioners or any similar organization, or any nationally recognized rating agency that requires
access to information about such Purchaser’s investment portfolio, (viii) any other Person to which
such delivery or disclosure may be necessary or appropriate, all of whom shall be subject to this
Section 22, (ix) to effect compliance with any law, rule, regulation or order applicable to such
Purchaser, (x) in response to any subpoena or other legal process, (xi) in connection with any
litigation to which such Purchaser is a party or (xii) if an Event of Default has occurred and is
continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to
be necessary or appropriate in the enforcement or for the protection of the rights and remedies
under such Purchaser’s Senior Subordinated Notes and this Agreement. Each Holder of a Senior
Subordinated Note, by its acceptance of a Senior Subordinated Note, will be deemed to have agreed
to be bound by and to be entitled to the benefits of this Section 22 as though it were a party to
this Agreement. On reasonable request by the Company in connection with the delivery to any Holder
of a Senior Subordinated Note of information required to be delivered to such Holder under this
Agreement or requested by such Holder (other than a Holder that is a party to this Agreement or its
nominee), such Holder will enter into an agreement with the Company embodying the provisions of
this Section 22. Notwithstanding anything in this Agreement to the contrary, no Confidential
Information shall be disclosed by any Holder to any Person known by such Holder to be a Competitor,
without the prior written consent of the Company which consent shall not be unreasonably withheld
or delayed.




SECTION 23. [RESERVED]




SECTION 24. MISCELLANEOUS.




     Section 24.1 Successors and Assigns. All covenants and other agreements contained in this
Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their
respective successors and assigns (including, without limitation, any subsequent Holder of a Senior
Subordinated Note) whether so expressed or not. Notwithstanding anything herein to the contrary,
no Senior Subordinated Note may be transferred hereunder or otherwise except in compliance with all
applicable securities laws.



     Section 24.2 Payments Due on Non-Business Days. Anything in this Agreement or the Senior
Subordinated Notes to the contrary notwithstanding (but without limiting any requirement in
Sections 8.3, 8.4, or 8.6 that the notice of any prepayment of any Senior Subordinated Notes
specify a Business Day as the date fixed for such prepayment), any payment of principal of or
Repayment Premium or interest on any Senior Subordinated Note that is due on a date other than a
Business Day shall be made on the next succeeding Business Day including the additional days
elapsed in the computation of the interest payable on such next succeeding Business Day.



     Section 24.3 Accounting Terms.



          (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be
interpreted, and all financial statements and certificates and reports as to financial matters




 









 







required to be delivered to the Holders hereunder shall (unless otherwise disclosed to the
Holders in writing at the time of delivery thereof in the manner described in paragraph (b) of this
Section 24.3) be prepared, in accordance with GAAP applied on a basis consistent with those used in
the preparation of the latest financial statements furnished to the Holders hereunder (which, prior
to the delivery of the first financial statements under Section 9.1(a), shall mean the financial
statements as of September 30, 2007 referred to in Section 5.3). All calculations made for the
purposes of determining compliance with this Agreement shall (except as otherwise expressly
provided herein) be made by application of GAAP applied on a basis consistent with those used in
the preparation of the latest annual or quarterly financial statements furnished to the Holders
pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under
Section 9.1(a), shall mean the financial statements as of September 30, 2007 referred to in
Section 5.3) unless





          (i) the Company shall have objected to determining such compliance on such basis at the
time of delivery of such financial statements or




          (ii) Holders of twenty-five percent (25%) or more in principal amount of the Senior
Subordinated Notes then outstanding shall so object in writing within 30 days after delivery
of such financial statements,




in either of which events such calculations shall be made on a basis consistent with those
used in preparation of the latest financial statements as to which such objection shall not
have been made (which, if objection is made in respect of the first financial statements
delivered under Section 9.1(a), shall mean the audited financial statements referred to in
Section 5.3).



          (b) Statement of Account Variations. The Company shall deliver to the Holders at the
same time as the delivery of any annual or quarterly financial statement under Section 9.1(a),
(i) a description in reasonable detail of any material variation between the application of
accounting principles employed in the preparation of such statement and the application of
accounting principles employed in the preparation of the next preceding annual or quarterly
financial statements as to which no objection has been made in accordance with the last sentence of
paragraph (a) of this Section 24.3 and (ii) reasonable estimates of the differences between such
statements arising as a consequence thereof.




     Section 24.4 Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by
law) not invalidate or render unenforceable such provision in any other jurisdiction.



     Section 24.5 Construction, etc. Each covenant contained herein shall be construed (absent
express provision to the contrary) as being independent of each other covenant contained herein, so
that compliance with any one covenant shall not (absent such an express contrary provision) be
deemed to excuse compliance with any other covenant. Where any provision herein refers to action
to be taken by any Person, or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.



     For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be
deemed to be a part hereof.



     Section 24.6 Counterparts. This Agreement may be executed in any number of counterparts
(including by facsimile), each of which shall be an original but all of which together shall
constitute one



 









 







instrument. Each counterpart may consist of a number of copies hereof, each signed by less
than all, but together signed by all, of the parties hereto.



     Section 24.7 Governing Law. This Agreement shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the law of the State of New York
excluding choice of law principles of the law of the State of New York that would permit the
application of the internal laws of a jurisdiction other than the State of New York.



     Section 24.8 Jurisdiction and Process; Waiver of Jury Trial.



          (a) The Company and each Subsidiary Guarantor irrevocably submits to the non-exclusive
jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City
of New York, over any suit, action or proceeding arising out of or relating to this Agreement or
the Senior Subordinated Notes. To the fullest extent permitted by applicable law, the Company and
each Subsidiary Guarantor irrevocably waives and agrees not to assert, by way of motion, as a
defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any
objection that it may now or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit, action or proceeding brought
in any such court has been brought in an inconvenient forum.




          (b) The Company and each Subsidiary Guarantor consents to process being served by or on behalf
of any Holder of Senior Subordinated Notes in any suit, action or proceeding of the nature referred
to in Section 24.8(a) by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, return receipt requested, to it at its
address specified in Section 20 or at such other address of which such Holder shall then have been
notified pursuant to said Section. The Company and each Subsidiary Guarantor agrees that such
service upon receipt (i) shall be deemed in every respect effective service of process upon it in
any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable
law, be taken and held to be valid personal service upon and personal delivery to it. Notices
hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by
the United States Postal Service or any reputable commercial delivery service.




          (c) Nothing in this Section 24.8 shall affect the right of any Holder of a Senior Subordinated
Note to serve process in any manner permitted by law, or limit any right that the Holders of any of
the Senior Subordinated Notes may have to bring proceedings against the Company or any Subsidiary
Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a
judgment obtained in one jurisdiction in any other jurisdiction.




          (d) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO
THIS AGREEMENT, THE SENIOR SUBORDINATED NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH
OR THEREWITH.




* * * * *




 









 





     If you are in agreement with the foregoing, please sign the form of agreement on a counterpart
of this Agreement and return it to the Company, whereupon this Agreement shall become a binding
agreement between you and the Company.



	 	 	 	 	 
	 	Very truly yours,



DIGITALGLOBE, INC.

 	 
	 	By  	/s/ Alison Alfers	 
	 	 	Name:  	Alison Alfers 	 
	 	 	Title:  	Senior Vice President and General
Counsel 	 
	 
	 	 	 
	 	By  	
/s/ Yancey Spruill	 
	 	 	Name:  	Yancey Spruill 	 
	 	 	Title:  	Vice President and

Chief Financial Officer 	 
	 
	 	SUBSIDIARY GUARANTORS:



DG CONSENTS SUB, INC.

 	 
	 	By  	/s/ Yancey Spruill	 
	 	 	Name:  	Yancey Spruill 	 
	 	 	Title:  	Treasurer 	 
	 
	 	DIGITALGLOBE ASIA, INC.

 	 
	 	By  	/s/ Yancey Spruill	 
	 	 	Name:  	Yancey Spruill 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By  	/s/ Yancey Spruill	 
	 	 	Name:  	Yancey Spruill 	 
	 	 	Title:  	Treasurer 	 
	 
	 	EARTHWATCH-MISSISSIPPI

OPERATIONS INCORPORATED

 	 
	 	By  	/s/ Yancey Spruill	 
	 	 	Name:  	Yancey Spruill 	 
	 	 	Title:  	Treasurer 	 



 









 






	 	 	 	 	 



This Agreement is hereby

accepted and agreed to as

of the date thereof.




MORGAN STANLEY PRINCIPAL INVESTMENTS, INC.




	 	 	 	 	 
	By

	 	/s/ Thomas E. Doste IV	 	 
	 

	 	 	 	 
	Name:
	 	Thomas E. Doste IV 	 	 
	Title:
	 	Vice President 	 	 







 









 








This Agreement is hereby

accepted and agreed to as

of the date thereof.




POST DISTRESSED MASTER FUND, L.P.

By: Post Advisory Group, LLC, its General Partner




	 	 	 	 	 
	By

	 	/s/ Carl Goldsmith	 	 
	 

	 	 	 	 
	Name:

	 	Carl Goldsmith	 	 
	Title:

	 	Senior Investment Officer	 	 
	 
	 	 	 	 
	POST STRATEGIC MASTER FUND, L.P.

By: Post Advisory Group, LLC, its General Partner	 	 
	 
	 	 	 	 
	By
	 	/s/ Carl Goldsmith	 	 
	 

	 	 	 	 
	Name:

	 	Carl Goldsmith	 	 
	Title:

	 	Senior Investment Officer	 	 
	 
	 	 	 	 
	POST TOTAL RETURN MASTER FUND, L.P.

By: Post Advisory Group, LLC, its General Partner	 	 
	 
	 	 	 	 
	By
	 	/s/ Carl Goldsmith	 	 
	 

	 	 	 	 
	Name:

	 	Carl Goldsmith	 	 
	Title:

	 	Senior Investment Officer	 	 
	 
	 	 	 	 
	POST AGGRESSIVE CREDIT MASTER FUND, L.P.

By: Post Advisory Group, LLC, its General Partner	 	 
	 
	 	 	 	 
	By
	 	/s/ Carl Goldsmith	 	 
	 

	 	 	 	 
	Name:

	 	Carl Goldsmith	 	 
	Title:

	 	Senior Investment Officer	 	 
	 
	 	 	 	 
	ROYAL MAIL PENSION PLAN

By: Post Advisory Group, LLC, its Authorized Agent	 	 
	 
	 	 	 	 
	By
	 	/s/ Carl Goldsmith	 	 
	 

	 	 	 	 
	Name:

	 	Carl Goldsmith	 	 
	Title:

	 	Senior Investment Officer