exv4w03



 





Exhibit
4.03 















 






     The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue
of Warrants expiring the later of (a) January 10, 2009 and (b) the six month anniversary of the
earlier of (x) the payment in full of all Senior Credit Obligations (as defined) under that certain
Credit Agreement, dated on or about January 10, 2006, between ORBIMAGE Holdings Inc. (the
“Company”), ORBIMAGE SI Opco Inc., a Delaware corporation, ORBIMAGE SI Holdco Inc., a Delaware
corporation, the lenders from time to time parties thereto, the guarantors from time to time
parties thereto, Credit Suisse, Cayman Islands Branch, as administrative agent, and The Bank of New
York, as collateral agent, and (y) the redemption of all
outstanding shares of Series A Preferred
Stock, par value $0.01 per share, of the Company (the “Expiration Date”), entitling the holder on
exercise to receive shares of Common Stock, par value $0.01 per share, of the Company (the “Common
Stock”), and are issued or to be issued pursuant to a Warrant Agreement dated on or about January
10, 2006 (the “Warrant Agreement”), duly executed and delivered by the Company to The Bank of New
York, a New York banking corporation, as warrant agent (the “Warrant Agent”), which Warrant
Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or
“holder” meaning the registered holders or
registered holder) of the Warrants. A copy of the
Warrant Agreement may be obtained by the holder hereof upon written request to the Company.



     Warrants may be exercised at any time on or before 5:00 p.m., New York City time, on the
Expiration Date. The holder of Warrants evidenced by this Warrant Certificate may exercise them by
surrendering this Warrant Certificate, with the form of election to purchase set forth hereon
properly completed and executed, together with payment of the Exercise Price as specified in the
Warrant Agreement, at the principal corporate trust office of the Warrant Agent. In lieu of payment
of the Exercise Price pursuant to the preceding sentence, the holder of the Warrants evidenced by
this Warrant Certificate may convert the Warrants, in whole or in part and at any time or times,
into Common Stock by surrendering this Warrant Certificate, with the form of notice of exchange set
forth hereon properly completed and executed, at the principal corporate trust office of the
Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of
Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be
issued to the holder hereof or his assignee a new Warrant Certificate evidencing the number of
Warrants not exercised. No adjustment shall be made for any dividends on any Common Stock issuable
upon exercise of this Warrant.



     The Warrant Agreement provides that upon the occurrence of certain events the number of
Warrant Shares set forth on the face hereof may, subject to certain conditions, be adjusted. No
fractions of a share of Common Stock will be issued upon the exercise of any Warrant, but the
Company will pay the cash value thereof determined as provided in the Warrant Agreement.



     Warrant Certificates, when surrendered at the principal stock transfer office of the Warrant
Agent by the registered holder thereof in person or by legal representative or attorney duly
authorized in writing, may be exchanged, in the manner and subject to the limitations provided in
the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate
or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.



     Upon due presentation for registration of transfer of this Warrant Certificate at the office
of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing
in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for
this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without
charge except for any tax or other governmental charge imposed in connection therewith.



     The Company and the Warrant Agent may deem and treat the holder(s) thereof as the absolute
owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate shall
entitle any holder hereof to any of the rights of a stockholder of the Company (including, without
limitation, any preemption rights, voting rights or rights to dividends) except upon exercise in
accordance with the terms hereof and of the Warrant Agreement. No provision hereof or of the
Warrant Agreement, in the absence of affirmative action by a holder hereof to purchase shares of
Common Stock, and no mere enumeration herein or in the Warrant Agreement of the rights or
privileges of the holder, shall give rise to any liability of such holder for the Warrant Price
hereunder or as a stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.



Election to Purchase

(To Be Executed Upon Exercise Of Warrant)




The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant
Certificate, to receive                      shares of Common Stock and herewith tenders payment for such
shares to the order of ORBIMAGE Holdings Inc. in the amount of $                      in accordance
with the terms hereof, unless the holder is exercising Warrants pursuant to the holder’s Exchange
Right set forth in Section 6 of the Warrant Agreement. The undersigned requests that a certificate
for such shares be registered in the name
of                                                            
                    , whose address is
                                                            
and that such shares be delivered to
                                                             whose address
is
                                                            .
If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the
undersigned requests that a new Warrant Certificate representing the
remaining balance of such shares be registered in the name of                                         , whose address is
                                                            ,
and that such Warrant Certificate be delivered to
                                                            , whose address is
                                                            .



	 	 	 	 	 
	Dated:                                         , 20                    

	 	Signature:	 	 
	 

	 	 	 	 
	 	 	Note: The above signature must correspond with the name as written upon the face of this
Warrant Certificate in every particular, without alteration or enlargement or any change
whatsoever. If the
certificate representing the Warrant Shares
or any Warrant Certificate representing Warrants not exercised is to be registered in a name other
than that in which this Warrant Certificate is registered, the signature of the holder hereof must
be guaranteed.
	 
	 	 	 	 
	SIGNATURE GUARANTEED BY:
	 	 	 	 
	 
	 	 	 	 
	THE SIGNATURE MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANK, STOCKBROKER, SAVINGS AND
LOAN ASSOCIATION OR CREDIT UNION WITH MEMBERSHIP IN AN APPROVED
SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.


	 	 	 	 






Notice of Exchange

(To Be Executed Upon Exchange Of Warrant)




The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant
certificate, to exchange Warrants represented hereby into                      shares of Common Stock in
accordance with the terms hereof. The undersigned requests that a certificate for such shares be
registered in the name of                                                            , whose
address is                                                                                
and that such shares be delivered to                                                            
               
     whose address
is                      .
If said number of shares is less than all of the shares of Common Stock issuable hereunder
pursuant to the exchange of Warrants represented hereby, the undersigned requests that a new
Warrant Certificate representing the remaining balance of the shares purchasable hereunder be
registered in the name of
                                                                                                    ,
whose address is                                                                                                    ,
and that such Warrant Certificate be delivered to
                                                                                                    , whose address
                                                                                                    .
Warrant Certificate be delivered to
                                                                                                    , whose
address is                                                                                                    .




	 	 	 	 	 
	Dated:                                                             	 	Signature:
	 

	 	 	 	 
	 

	 	 	 	Note: The above signature must correspond with the name as written upon the face of this
Warrant Certificate in every particular, without alteration or enlargement or any change
whatsoever. If the certificate representing the Warrant Shares
or any Warrant Certificate representing Warrants not exercised is to be registered in a name other
than that in which this Warrant Certificate is registered, the signature of the holder hereof must
be guaranteed.
	 
	 	 	 	 
	SIGNATURE GUARANTEED BY:
	 	 	 	 
	 
	 	 	 	 
	THE SIGNATURE MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANK, STOCKBROKER, SAVINGS AND
LOAN ASSOCIATION OR CREDIT UNION WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.