exv10w02



 






Exhibit 10.02




EXECUTION VERSION




 
 





SECURITY AGREEMENT




by




ORBIMAGE SI HOLDCO INC.,




ORBIMAGE SI OPCO INC.




as Pledgors




and




THE BANK OF NEW YORK,

as Collateral Agent





 







Dated as of January 10, 2006




 
 















 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Page
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	PREAMBLE

	 	 	 	 	1	 
	 
	 	 	 	 	 	 
	RECITALS

	 	 	 	 	1	 
	 
	 	 	 	 	 	 
	AGREEMENT

	 	 	 	 	2	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE I	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DEFINITIONS AND INTERPRETATION	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1.1.

	 	Definitions
	 	 	2	 
	SECTION 1.2.

	 	Interpretation
	 	 	7	 
	SECTION 1.3.

	 	Resolution of Drafting Ambiguities
	 	 	7	 
	SECTION 1.4.

	 	Perfection Certificate
	 	 	7	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE II	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	GRANT OF SECURITY AND SECURED OBLIGATIONS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 2.1.

	 	Grant of Security Interest
	 	 	8	 
	SECTION 2.2.

	 	Filings
	 	 	9	 
	 

	 	ARTICLE III	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;	 	 	 	 
	 

	 	USE OF PLEDGED COLLATERAL	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 3.1.

	 	Delivery of Certificated Securities Collateral
	 	 	10	 
	SECTION 3.2.

	 	Perfection of Uncertificated Securities Collateral
	 	 	10	 
	SECTION 3.3.

	 	Financing Statements and Other Filings; Maintenance of Perfected Security Interest
	 	 	 10	 
	SECTION 3.4.

	 	Other Actions
	 	 	11	 
	SECTION 3.5.

	 	Joinder of Additional Guarantors
	 	 	13	 
	SECTION 3.6.

	 	Supplements; Further Assurances
	 	 	13	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IV	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	REPRESENTATIONS, WARRANTIES AND COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 4.1.

	 	Title
	 	 	14	 
	SECTION 4.2.

	 	Validity of Security Interest
	 	 	14	 
	SECTION 4.3.

	 	Defense of Claims; Transferability of Pledged Collateral
	 	 	14	 
	SECTION 4.4.

	 	Other Financing Statements
	 	 	14	 
	SECTION 4.5.

	 	Chief Executive Office; Change of Name; Jurisdiction of Organization
	 	 	14	 
	SECTION 4.6.

	 	Location of Inventory and Equipment
	 	 	15	 
	SECTION 4.7.

	 	Due Authorization and Issuance
	 	 	15	 
	SECTION 4.8.

	 	Consents, etc.
	 	 	15	 






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	SECTION 4.9.

	 	Pledged Collateral
	 	 	15	 
	SECTION 4.10.

	 	Insurance
	 	 	15	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE V	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 5.1.

	 	Pledge of Additional Securities Collateral
	 	 	15	 
	SECTION 5.2.

	 	Voting Rights; Distributions; etc.
	 	 	16	 
	SECTION 5.3.

	 	Defaults, etc.
	 	 	17	 
	SECTION 5.4.

	 	Certain Agreements of Pledgors as Issuers and Holders of Equity Interests
	 	 	17	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VI	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	CERTAIN PROVISIONS CONCERNING INTELLECTUAL	 	 	 	 
	 

	 	PROPERTY COLLATERAL	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 6.1.

	 	Grant of Intellectual Property License
	 	 	17	 
	SECTION 6.2.

	 	Protection of Collateral Agent’s Security
	 	 	17	 
	SECTION 6.3.

	 	After-Acquired Property
	 	 	18	 
	SECTION 6.4.

	 	Litigation
	 	 	18	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VII	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	CERTAIN PROVISIONS CONCERNING RECEIVABLES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 7.1.

	 	Maintenance of Records
	 	 	19	 
	SECTION 7.2.

	 	Legend
	 	 	19	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VIII	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	TRANSFERS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 8.1.

	 	Transfers of Pledged Collateral
	 	 	19	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IX	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	REMEDIES	 	 	 	 
	SECTION 9.1.

	 	Remedies
	 	 	19	 
	SECTION 9.2.

	 	Notice of Sale
	 	 	21	 
	SECTION 9.3.

	 	Waiver of Notice and Claims
	 	 	21	 
	SECTION 9.4.

	 	Certain Sales of Pledged Collateral
	 	 	22	 
	SECTION 9.5.

	 	No Waiver; Cumulative Remedies
	 	 	23	 
	SECTION 9.6.

	 	Certain Additional Actions Regarding Intellectual Property
	 	 	23	 
	SECTION 9.7.

	 	Certain Regulatory Requirements
	 	 	23	 
	SECTION 9.8.

	 	Control by Majority
	 	 	24	 






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	 	ARTICLE X	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	APPLICATION OF PROCEEDS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 10.1.

	 	Application of Proceeds
	 	 	24	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE XI	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 11.1.

	 	Concerning Collateral Agent
	 	 	24	 
	SECTION 11.2.

	 	Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact
	 	 	27	 
	SECTION 11.3.

	 	Continuing Security Interest; Assignment
	 	 	27	 
	SECTION 11.4.

	 	Termination; Release
	 	 	28	 
	SECTION 11.5.

	 	Modification in Writing
	 	 	28	 
	SECTION 11.6.

	 	Notices
	 	 	28	 
	SECTION 11.7.

	 	Governing Law; Consent to Jurisdiction and Service of Process
	 	 	28	 
	SECTION 11.8.

	 	Severability of Provisions
	 	 	28	 
	SECTION 11.9.

	 	Execution in Counterparts
	 	 	28	 
	SECTION 11.10.

	 	Business Days
	 	 	28	 
	SECTION 11.11.

	 	No Credit for Payment of Taxes or Imposition
	 	 	29	 
	SECTION 11.12.

	 	No Claims Against Collateral Agent
	 	 	29	 
	SECTION 11.13.

	 	No Release
	 	 	29	 
	SECTION 11.14.

	 	Control
	 	 	29	 
	SECTION 11.15.

	 	Obligations Absolute
	 	 	29	 
	SECTION 11.16.

	 	Jury Trial Waiver
	 	 	30	 
	 
	 	 	 	 	 	 
	SIGNATURES

	 	 	 	 	S-1	 
	SIGNATURES

	 	 	 	 	S-2	 






	 	 	 
	EXHIBIT 1

	 	Form of Securities Pledge Amendment
	EXHIBIT 2

	 	Form of Joinder Agreement
	EXHIBIT 3

	 	Form of Control Agreement Concerning Securities Accounts
	EXHIBIT 4

	 	Form of Control Agreement Concerning Deposit Accounts
	EXHIBIT 5

	 	Form of Copyright Security Agreement
	EXHIBIT 6

	 	Form of Patent Security Agreement
	EXHIBIT 7

	 	Form of Trademark Security Agreement
	EXHIBIT 8

	 	Form of Acknowledgment







-iii-









 








SECURITY AGREEMENT



This SECURITY AGREEMENT dated as of January 10, 2006 (as amended, amended and restated,
supplemented or otherwise modified from time to time in accordance with the provisions hereof, this
“Agreement”) made by ORBIMAGE SI HOLDCO INC., a Delaware corporation (“Holdco”) and
ORBIMAGE SI OPCO INC., a Delaware corporation (the “Borrower”), and the Guarantors from to
time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (Holdco
and the Borrower, together with the Guarantors, and together with any successors, the
“Pledgors,” and each, a “Pledgor”), in favor of The Bank of New York, in its
capacity as collateral agent, as pledge, assignee and secured party (in such capacities and
together with any successors in such capacities, the “Collateral Agent”).




R E C I T A L S :




          A. Reference is made to that certain Credit Agreement, dated as of the date hereof (as it may
be amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among ORBIMAGE HOLDINGS, INC., a Delaware corporation (“Parent”),
Holdco, the Borrower, each guarantor from time to time party thereto, each lender from time to time
party thereto (collectively, the “Lenders” and individually, a “Lender”), Credit
Suisse, Cayman Islands Branch, as Administrative Agent and The Bank of New York, as the Collateral
Agent;




          B. In connection with the transactions contemplated by that certain Asset Purchase Agreement,
dated as of September 15, 2005 (as the same may be amended, modified or supplemented from time to
time, the “Acquisition Agreement”), among Parent, Orbimage, Inc., and Space Imaging LLC
(the “Seller”), the Borrower has requested the Lenders extend credit to Borrower in the
form of a term loan on the Closing Date in an aggregate principal amount of $50,000,000.00;




          C. To secure the due and prompt payment and performance by the Pledgor of the Senior Secured
Obligations under the Credit Agreement, the Lenders require the Pledgors to execute and deliver a
security agreement to the Collateral Agent and to pledge the security herein referred to;




          D. Each Guarantor has or will, pursuant to the Credit Agreement, unconditionally guarantee the
Secured Obligations;




          E. The Borrower and each Guarantor will receive substantial benefits from the execution,
delivery and performance of the obligations under the Credit Agreement and each is, therefore,
willing to enter into this Agreement;




          F. This Agreement is given by each Pledgor in favor of the Collateral Agent for the benefit of
the Secured Parties (as hereinafter defined) to secure the payment and performance of all of the
Secured Obligations; and




          G. It is a condition to the obligation of the Lenders to make the Loan under the Credit
Agreement that each Pledgor execute and deliver the applicable Collateral Documents, including this
Agreement.




A G R E E M E N T :




          NOW THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the
Collateral Agent hereby agree as follows:




 









 








ARTICLE I




DEFINITIONS AND INTERPRETATION




          SECTION 1.1. Definitions.




          (a) Unless otherwise defined herein or in the Credit Agreement, capitalized terms used herein
that are defined in the UCC shall have the meanings assigned to them in the UCC; provided
that in any event, the following terms shall have the meanings assigned to them in the UCC:




          “Accounts”; “Bank”; “Chattel Paper”; “Commercial Tort Claim”;
“Commodity Account”; “Commodity Contract”; “Commodity Intermediary”;
“Documents”; “Electronic Chattel Paper”; “Entitlement Order”;
“Equipment”; “Financial Asset”; “Fixtures”; “Goods”;
“Inventory”; “Letter-of-Credit Rights”; “Letters of Credit”;
“Money”; “Payment Intangibles”; “Proceeds”; “ Records”;
“Securities Account”; “Securities Intermediary”; “Supporting Obligations”;
and “Tangible Chattel Paper.”




          (b) Terms used but not otherwise defined herein that are defined in the Credit Agreement shall
have the meanings given to them in the Credit Agreement.




          (c) The following terms shall have the following meanings:




          “Account Debtor” shall mean each person who is obligated on a Receivable or Supporting
Obligation related thereto.




          “Agreement” shall have the meaning assigned to such term in the Preamble hereof.




          “Borrower” shall the meaning assigned to such term in the Preamble hereof.




          “Collateral Agent” shall have the meaning assigned to such term in the Preamble
hereof.




          “Collateral Support” shall mean all property (real or personal) assigned, hypothecated
or otherwise securing any Pledged Collateral and shall include any security agreement or other
agreement granting a lien or security interest in such real or personal property.




          “Commodity Account Control Agreement” shall mean a control agreement in a form that is
reasonably satisfactory to the Collateral Agent establishing the Collateral Agent’s Control with
respect to any Commodity Account.




          “Communications Laws” shall mean the Communications Act of 1934, as amended, and the
rules, regulations and published policies of the Federal Communications Commission promulgated
thereunder.




          “Contracts” shall mean, collectively, with respect to each Pledgor, all sale, service,
performance, equipment or property lease contracts, agreements and grants and all other contracts,
agreements or grants (in each case, whether written or oral, or third party or intercompany),
between such Pledgor and any third party, and all assignments, amendments, restatements,
supplements, extensions, renewals, replacements or modifications thereof.




          “Control” shall mean (i) in the case of each Deposit Account, “control,” as such term
is defined in Section 9-104 of the UCC, (ii) in the case of any Security Entitlement, “control,” as
such term is




2









 







defined in Section 8-106 of the UCC, and (iii) in the case of any Commodity Contract,
“control,” as such term is defined in Section 9-106 of the UCC.




     “Control Agreements” shall mean, collectively, the Deposit Account Control Agreement,
the Securities Account Control Agreement and the Commodity Account Control Agreement.



          “Copyright Security Agreement” shall mean an agreement substantially in the form of
Exhibit 6 hereto.




          “Copyrights” shall mean, collectively, with respect to each Pledgor, all copyrights
established or registered in the United States and all copyright registrations and applications
made by such Pledgor, in each case, whether now owned or hereafter created or acquired by or
assigned to such Pledgor, together with any and all (i) rights and privileges arising under
applicable law with respect to such Pledgor’s use of such copyrights, (ii) reissues, renewals,
continuations and extensions thereof and amendments thereto, (iii) income, fees, royalties,
damages, claims and payments now or hereafter due and/or payable with respect thereto, including
damages and payments for past, present or future infringements thereof, (iv) rights corresponding
thereto throughout the world and (v) rights to sue for past, present or future infringements
thereof.




          “Credit Agreement” shall have the meaning assigned to such term in Recital A above.




          “Deposit Account Control Agreement” shall mean an agreement substantially in the form
of Exhibit 5 hereto or such other form that is reasonably satisfactory to the Collateral
Agent establishing the Collateral Agent’s Control with respect to any Deposit Account.




          “Deposit Accounts” shall mean, collectively, with respect to each Pledgor, all
“deposit accounts” as such term is defined in the UCC and shall include all cash, funds, checks,
notes and instruments from time to time on deposit in any of the deposit accounts.




          “Distributions” shall mean, collectively, with respect to each Pledgor, all dividends,
cash, options, warrants, rights, instruments, distributions, returns of capital or principal,
income, interest, profits and other property, interests (debt or equity) or proceeds, including as
a result of a split, revision, reclassification or other like change of the Pledged Securities,
from time to time received, receivable or otherwise distributed to such Pledgor in respect of or in
exchange for any or all of the Pledged Securities or Intercompany Notes.




          “Event of Default” shall mean, any Event of Default under the Credit Agreement and any
default under any Hedging Agreement.




          “Excluded Property” shall mean Equipment owned by any Pledgor on the date hereof or
hereafter acquired that is subject to a Lien securing a Purchase Money Obligation or Capital Lease
Obligation permitted to be incurred pursuant to the provisions of the Credit Agreement if the
contract or other agreement in which such Lien is granted (or the documentation providing for such
Purchase Money Obligation or Capital Lease Obligation validly prohibits the creation of any other
Lien on such Equipment; provided, however, that Excluded Property shall not include
any Proceeds, substitutions or replacements of any Excluded Property referred to in clause (a) or
(b) (unless such Proceeds, substitutions or replacements would constitute Excluded Property
referred to in clause (a) or (b)).




          “FCC Licenses” shall mean those licenses and authorizations issued by the Federal
Communications Commission held by any Pledgor.




          “General Intangibles” shall mean, collectively, with respect to each Pledgor, all
“general intangibles,” as such term is defined in the UCC, of such Pledgor and, in any event, shall
include (i) all of such

3









 








Pledgor’s rights, title and interest in, to and under all Contracts and
insurance policies (including all rights and remedies relating to monetary damages, including
indemnification rights and remedies, and claims for damages or other relief pursuant to or in
respect of any Contract), (ii) all know-how and warranties relating to any of the Pledged
Collateral, (iii) any and all other rights, claims, choses-in-action and causes of action of such
Pledgor against any other person and the benefits of any and all collateral or other security given
by any other person in connection therewith, (iv) all guarantees, endorsements and indemnifications
on, or of, any of the Pledged Collateral, (v) all lists, books, records, correspondence, ledgers,
printouts, files (whether in printed form or stored electronically), tapes and other papers or
materials containing information relating to any of the Pledged Collateral, including all customer
or tenant lists, identification of suppliers, data, plans, blueprints, specifications, designs,
drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports,
manuals, standards, processing standards, performance standards, catalogs, research data, computer
and automatic machinery software and programs and the like, field repair data, accounting
information pertaining to such Pledgor’s operations or any of the Pledged Collateral and all media
in which or on which any of the information or knowledge or data or records may be recorded or
stored and all computer programs used for the compilation or printout of such information,
knowledge, records or data, (vi) all licenses, consents, permits, variances, certifications,
authorizations and approvals, however characterized, now or hereafter acquired or held by such
Pledgor, including building permits, certificates of occupancy, environmental certificates,
industrial permits or licenses and certificates of operation and (vii) all rights to reserves,
deferred payments, deposits, refunds, indemnification of claims and claims for tax or other refunds
against any Governmental Authority.




          “Goodwill” shall mean, collectively, with respect to each Pledgor, the goodwill
connected with such Pledgor’s business including all goodwill connected with (i) the use of and
symbolized by any Trademark or Intellectual Property License with respect to any Trademark in which
such Pledgor has any interest, (ii) all know-how, trade secrets, customer and supplier lists,
proprietary information, inventions, methods, procedures, formulae, descriptions, compositions,
technical data, drawings, specifications, name plates, catalogs, confidential information and the
right to limit the use or disclosure thereof by any person, pricing and cost information, business
and marketing plans and proposals, consulting agreements, engineering contracts and such other
assets which relate to such goodwill and (iii) all product lines of such Pledgor’s business.




          “Guarantors” shall have the meaning assigned to such term in the Preamble hereof.




          “Hedging Agreement” shall mean any swap, cap, collar, forward purchase or similar
agreement or arrangement entered into to protect any Pledgor against fluctuations in interest rates
under the indebtedness represented by the Credit Agreement.




          “Hedging Counterparty” shall mean any person (other than a Pledgor) who is a party to
any Hedging Agreement.




          “Holdco” shall have the meaning assigned to such term in the Preamble hereto.




          “Instruments” shall mean, collectively, with respect to each Pledgor, all
“instruments,” as such term is defined in Article 9, rather than Article 3, of the UCC, and shall
include all promissory notes, drafts, bills of exchange or acceptances.




          “Intellectual Property Collateral” shall mean, collectively, the Patents, Trademarks,
Copyrights, Intellectual Property Licenses and Goodwill.




          “Intellectual Property Licenses” shall mean, collectively, with respect to each
Pledgor, all license and distribution agreements with, and covenants not to sue, any other party
with respect to any Patent,

4









 








Trademark or Copyright or any other patent, trademark or copyright,
whether such Pledgor is a licensor or licensee, distributor or distributee under any such license
or distribution agreement, together with any and all (i) renewals, extensions, supplements and
continuations thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter
due and/or payable thereunder and with respect thereto including damages and payments for past,
present or future infringements or violations thereof, (iii) rights to sue for past, present and
future infringements or violations thereof and (iv) other rights to use, exploit or practice any or
all of the Patents, Trademarks or Copyrights or any other patent, trademark or copyright.




          “Intercompany Notes” shall mean, with respect to each Pledgor, all intercompany notes
described in Schedule 11 to the Perfection Certificate and intercompany notes hereafter
acquired by such Pledgor and all certificates, instruments or agreements evidencing such
intercompany notes, and all assignments, amendments, restatements, supplements, extensions,
renewals, replacements or modifications thereof to the extent permitted pursuant to the terms
hereof.




          “Investment Property” shall mean a security, whether certificated or uncertificated,
Security Entitlement, Securities Account, Commodity Contract or Commodity Account, excluding,
however, the Securities Collateral.




          “Joinder Agreement” shall mean an agreement substantially in the form of Exhibit
3 hereto.




          “Landlord Access Agreement” shall be an agreement in form substantially similar to
Exhibit 9 hereto or such other form reasonably acceptable to the Collateral Agent.




          “Lenders” shall have the meaning assigned to such term in Recital A hereof.




          “Material Intellectual Property Collateral” shall mean any Intellectual Property
Collateral that is material (i) to the use and operation of the Pledged Collateral or Mortgaged
Property or (ii) to the business, results of operations, prospects or condition, financial or
otherwise, of any Pledgor.




          “NOAA Licenses” shall mean those licenses and authorizations issued by the National
Oceanic and Atmospheric Administration held by any Pledgor.




          “NOAA Rules” shall mean all the rules, regulations and published policies of the
National Oceanic and Atmosphere Administration, including without limitation those governing the
licensing and operation of private land remote-sensing space systems published at 15 CFR § 960 et
seq.




          “Patents” shall mean, collectively, with respect to each Pledgor, all patents issued
or assigned to, and all patent applications and registrations made by, such Pledgor registered or
recorded in the United States, together with any and all (i) rights and privileges arising under
applicable law with respect to such Pledgor’s use of any patents, (ii) inventions and improvements
described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and
continuations-in-part thereof and amendments thereto, (iv) income, fees, royalties, damages, claims
and payments now or hereafter due and/or payable thereunder and with respect thereto including
damages and payments for past, present or future infringements thereof, (v) rights corresponding
thereto throughout the world and (vi) rights to sue for past, present or future infringements
thereof.




          “Perfection Certificate” shall mean that certain perfection certificate dated January
10, 2006 executed and delivered by each Pledgor in favor of the Collateral Agent for the benefit of
the Secured Parties, and each other Perfection Certificate (which shall be in form and substance
reasonably acceptable to the Collateral Agent) executed and delivered by the applicable Guarantor
in favor of the Collateral Agent for the

5









 








benefit of the Secured Parties contemporaneously with the
execution and delivery of each Joinder Agreement executed in accordance with Section 3.5
hereof.




          “Pledge Amendment” shall have the meaning assigned to such term in Section 5.1
hereof.




          “Pledged Collateral” shall have the meaning assigned to such term in Section
2.1 hereof.




          “Pledged Securities” shall mean, collectively, with respect to each Pledgor, (i) all
issued and outstanding Equity Interests of each issuer set forth on Schedules 10(a) and
10(b) to the Perfection Certificate as being owned by such Pledgor and all options,
warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer
acquired by such Pledgor (including by issuance), together with all rights, privileges, authority
and powers of such Pledgor relating to such Equity Interests in each such issuer or under any
Organizational Document of each such issuer, and the certificates, instruments and agreements
representing such Equity Interests and any and all interest of such Pledgor in the entries on the
books of any financial intermediary pertaining to such Equity Interests, (ii) all Equity Interests
of any issuer, which Equity Interests are hereafter acquired by such Pledgor (including by
issuance) and all options, warrants, rights, agreements and additional Equity Interests of whatever
class of any such issuer acquired by such Pledgor (including by issuance), together with all
rights, privileges, authority and powers of such Pledgor relating to such Equity Interests or under
any Organizational Document of any such issuer, and the certificates, instruments and agreements
representing such Equity Interests and any and all interest of such Pledgor in the entries on the
books of any financial intermediary pertaining to such Equity Interests, from time to time acquired
by such Pledgor in any manner, and (iii) all Equity Interests issued in respect of the Equity
Interests referred to in clause (i) or (ii) upon any consolidation or merger of any issuer of such
Equity Interests.




          “Pledgor” shall have the meaning assigned to such term in the Preamble hereof.




          “Receivables” shall mean all (i) Accounts, (ii) Chattel Paper, (iii) Payment
Intangibles, (iv) General Intangibles, (v) Instruments and (vi) other rights to payment, whether or
not earned by performance, for goods or other property sold, leased, licensed, assigned or
otherwise disposed of, or services rendered or to be rendered, regardless of how classified under
the UCC together with all of Grantors’ rights, if any, in any goods or other property giving rise
to such right to payment and all Collateral Support and Supporting Obligations related thereto and
all Records relating thereto.




          “Secured Obligations” shall mean (i) all obligations, liabilities and indebtedness
(including, without limitation, principal, premium, interest (including, without limitation, all
interest that accrues after the commencement of any case, proceeding or other action relating to
the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate
provided for in the respective documentation, whether or not a claim for post-petition interest is
allowed in any such proceeding)) owing to the Administrative Agent, the Collateral Agent and the
Lenders under the Credit Agreement, the Collateral Documents and the other Loan Documents and the
due performance and compliance by the Pledgors with all of the terms, conditions and agreements
contained in the Credit Agreement, the Collateral Documents and the other Loan Documents; (ii) any
and all sums advanced by the Collateral Agent in accordance with the Credit Agreement or any of the
Collateral Documents in order to preserve the Pledged Collateral or preserve its security interest
in the Pledged Collateral; and (iii) in the event of any proceeding for the collection or
enforcement of any indebtedness, obligations or liabilities of the Pledgors referred to in clause
(i) above, the reasonable expense of retaking, holding, preparing for sale or lease, selling or
otherwise disposing of or realizing on the Pledged Collat
eral, or of any exercise by the Collateral Agent of its rights hereunder, together with any
reasonable attorneys’ fees and court costs.




          “Secured Parties” shall mean, collectively, the Collateral Agent, the Administrative
Agent, the Lenders, the Hedging Counterparty and the holders of any other Secured Obligations.




6









 








          “Secured Party Officer” shall mean any officer or other authorized Person of a Secured
Party.




          “Secured Party Officer Certificate” shall mean a certificate executed by a Secured
Party Officer of a Secured Party or by its agent or other representative.




          “Securities Account Control Agreement” shall mean an agreement substantially in the
form of Exhibit 4 hereto or such other form that is reasonably satisfactory to the
Collateral Agent establishing the Collateral Agent’s Control with respect to any Securities
Account.




          “Securities Collateral” shall mean, collectively, the Pledged Securities, the
Intercompany Notes and the Distributions.




          “Trademark Security Agreement” shall mean an agreement substantially in the form of
Exhibit 8 hereto.




          “Trademarks” shall mean, collectively, with respect to each Pledgor, all trademarks
(including service marks), slogans, logos, certification marks, trade dress, uniform resource
locations (URL’s), domain names, corporate names and trade names, whether registered or
unregistered, owned by or assigned to such Pledgor and all registrations and applications for the
foregoing, together with any and all (i) rights and privileges arising under applicable law with
respect to such Pledgor’s use of any trademarks, (ii) reissues, continuations, extensions and
renewals thereof and amendments thereto, (iii) income, fees, royalties, damages and payments now
and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and
payments for past, present or future infringements thereof, (iv) rights corresponding thereto
throughout the world and (v) rights to sue for past, present and future infringements thereof.




          “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the
State of New York; provided, however, that, at any time, if by reason of mandatory
provisions of law, any or all of the perfection or priority of the Collateral Agent’s and the
Secured Parties’ security interest in any item or portion of the Pledged Collateral is governed by
the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the
term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other
jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for
purposes of definitions relating to such provisions.




          SECTION 1.2. Interpretation. The rules of interpretation specified in the Credit
Agreement shall be applicable to this Agreement.




          SECTION 1.3. Resolution of Drafting Ambiguities. Each Pledgor acknowledges and agrees
that it was represented by counsel in connection with the execution and delivery hereof, that it
and its counsel reviewed and participated in the preparation and negotiation hereof and that any
rule of construction to the effect that ambiguities are to be resolved against the drafting party
(i.e., the Collateral Agent) shall not be employed in the interpretation hereof.




          SECTION 1.4. Perfection Certificate. The Collateral Agent and each Secured Party
agree that the Perfection Certificate and all descriptions of Pledged Collateral, schedules,
amendments and supplements thereto are and shall at all times remain a part of this Agreement.





7









 






ARTICLE II




GRANT OF SECURITY AND SECURED OBLIGATIONS




          SECTION 2.1. Grant of Security Interest. As collateral security for the payment and
performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the
Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of
the right, title and interest of such Pledgor in, to and under the following property, wherever
located, and whether now existing or hereafter arising or acquired from time to time (collectively,
the “Pledged Collateral”):





     (i) all Accounts;




     (ii) all Goods, including Equipment, Inventory and Fixtures;




     (iii) the Satellites and associated equipment, including all ground segment equipment
for tracking, telemetry, control and monitoring of the Satellites and any agreement relating
to any of the Satellites or associated equipment (including any agreement for the
construction and/or purchase of any Satellite and any policy of insurance covering risk of
loss or damage to any Satellite);




     (iv) all Documents, Instruments and Chattel Paper;




     (v) all Letters of Credit and Letter-of-Credit Rights;




     (vi) all Securities Collateral;




     (vii) all Investment Property;




     (viii) all Intellectual Property Collateral;




     (ix) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate;




     (x) all General Intangibles;




     (xi) all Money and all Deposit Accounts;




     (xii) all Supporting Obligations;




     (xiii) all rights of such Pledgor under or relating to the FCC Licenses and the
proceeds of any FCC Licenses, provided that such security interest does not include
at any time any FCC Licenses to the extent (but only to the extent) that at such time such
Pledgor may not validly grant a security interest therein pursuant to the Communications
Laws, as in effect at such time, but such security interest does include, to the maximum extent permitted by law, all rights
incident or appurtenant to the FCC Licenses and the right to receive all proceeds derived
from or in connection with the sale, assignment or transfer of the FCC Licenses;




     (xiv) all books and records relating to the Pledged Collateral; and




     (xv) to the extent not covered by clauses (i) through (xiv) of this sentence, all other
personal property of such Pledgor, whether tangible or intangible, and all Proceeds and
products of each of the foregoing (including the proceeds of any FCC License) and all
accessions to, substitutions and



8









 






replacements for, and rents, profits and products of, each
of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty
payable to such Pledgor from time to time with respect to any of the foregoing.



          Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and
no Pledgor shall be deemed to have granted a security interest in (i) any FCC License, except at
such times and to the extent set forth in clause (xiii) above, (ii) any lease, license (other than
FCC Licenses), permit, contract, property right or agreement to which any Pledgor is a party or
under which any Pledgor has any right or interest if and only for so long as the grant of a
security interest hereunder shall constitute or result in a breach, termination or default under
any such lease, license, permit, contract, property right or agreement (other than to the extent
that any such term would be rendered ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the
UCC or any other applicable law or principle of equity); provided, however, that
such security interest shall attach immediately to any portion of such lease, license, permit,
contract, property rights or agreement that does not result in any of the consequences specified
above, (iii) any real property leasehold, unless a Pledgor has executed a leasehold mortgage or
leasehold deed of trust covering such real property leasehold, or (iv) Equity Interests that
represent more than 66% of the voting power of all classes of stock of a controlled foreign
corporation.




          SECTION 2.2. Filings.




          (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time
to time to file in any relevant jurisdiction any financing statements (including fixture filings)
and amendments thereto that contain the information required by Article 9 of the Uniform Commercial
Code of each applicable jurisdiction for the filing of any financing statement or amendment
relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type
of organization and any organizational identification number issued to such Pledgor, (ii) any
financing or continuation statements or other documents without the signature of such Pledgor where
permitted by law, including the filing of a financing statement describing the Pledged Collateral
as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has
rights” and (iii) in the case of a financing statement filed as a fixture filing or covering
Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a
sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor
agrees to provide all information described in the immediately preceding sentence to the Collateral
Agent promptly upon request by the Collateral Agent.




          (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any
relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to
the date hereof.




          (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the
United States Patent and Trademark Office or United States Copyright Office (or any successor
office or any similar office in any other country), including this Agreement, the Copyright Security
Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents
for the purpose of perfecting, confirming, continuing, enforcing or protecting the security
interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such
Pledgor, as debtor, and the Collateral Agent, as secured party.




9









 








ARTICLE III




PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;

USE OF PLEDGED COLLATERAL




          SECTION 3.1. Delivery of Certificated Securities Collateral. Each Pledgor represents
and warrants that all certificates, agreements or instruments representing or evidencing the
Securities Collateral in existence on the date hereof have been delivered to the Collateral Agent
in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer
or assignment in blank and that the Collateral Agent has a perfected first priority security
interest therein. Each Pledgor hereby agrees that all certificates, agreements or instruments
representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof
shall promptly (but in any event within five days after receipt thereof by such Pledgor) be
delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All certificated
Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by
duly executed instruments of transfer or assignment in blank, all in form and substance
satisfactory to the Collateral Agent. The Collateral Agent shall have the right, at any time upon
the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise
transfer to or to register in the name of the Collateral Agent or any of its nominees or endorse
for negotiation any or all of the Securities Collateral, without any indication that such
Securities Collateral is subject to the security interest hereunder. In addition, upon the
occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the
right at any time to exchange certificates representing or evidencing Securities Collateral for
certificates of smaller or larger denominations.




          SECTION 3.2. Perfection of Uncertificated Securities Collateral. Each Pledgor
represents and warrants that the Collateral Agent has a perfected first priority security interest
in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date
hereof. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not
evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted
by applicable law, use commercially reasonable efforts to, (i) cause the issuer to execute and
deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities
substantially in the form of Exhibit 1 hereto or such other form that is reasonably
satisfactory to the Collateral Agent, (ii) if necessary or desirable to perfect a security interest
in such Pledged Securities, cause such pledge to be recorded on the equityholder register or the
books of the issuer, execute any customary pledge forms or other documents necessary or appropriate
to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities
under the terms hereof, and (iii) after the occurrence and during the continuance of any Event of
Default, upon request by the Collateral Agent, (A) cause the Organizational Documents of each such
issuer that is a Subsidiary of the Borrower to be amended to provide that such Pledged Securities
shall be treated as “securities” for purposes of the UCC and (B) cause such Pledged Securities to
become certificated and delivered to the Collateral Agent in accordance with the provisions of
Section 3.1.




          SECTION 3.3. Financing Statements and Other Filings; Maintenance of Perfected Security
Interest. Each Pledgor represents and warrants that all financing statements, agreements,
instruments and other documents necessary to perfect the security interest granted by it to the
Collateral Agent in respect of the Pledged Collateral have been filed, or it will cause all such
financing statements, agreements, instruments and other documents to be filed, in each
governmental, municipal or other office specified in Schedule 7 to the Perfection
Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor
will maintain the security interest created by this Agreement in the Pledged Collateral as a
perfected first priority security interest subject only to Permitted Liens.




10









 








          SECTION 3.4. Other Actions. In order to further ensure the attachment, perfection and
priority of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security
interest in the Pledged Collateral, each Pledgor represents and warrants (as to itself) as follows
and agrees, in each case at such Pledgor’s own expense, to take the following actions with respect
to the following Pledged Collateral:





     (a) Instruments and Tangible Chattel Paper. As of the date hereof, no amounts
payable under or in connection with any of the Pledged Collateral are evidenced by any
Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper
listed in Schedule 11 to the Perfection Certificate. Each Instrument and each item
of Tangible Chattel Paper listed in Schedule 11 to the Perfection Certificate has
been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by
instruments of transfer or assignment duly executed in blank. If any amount then payable
under or in connection with any of the Pledged Collateral shall be evidenced by any
Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable
evidenced by any Instrument or Tangible Chattel Paper not previously delivered to the
Collateral Agent exceeds $500,000 in the aggregate for all Pledgors, the Pledgor acquiring
such Instrument or Tangible Chattel Paper shall promptly (but in any event within thirty
days after receipt thereof) endorse, assign and deliver the same to the Collateral Agent,
accompanied by such instruments of transfer or assignment duly executed in blank as the
Collateral Agent may from time to time specify.




     (b) Deposit Accounts. As of the date hereof, no Pledgor has any Deposit
Accounts other than the accounts listed in Schedule 14 to the Perfection
Certificate. The Collateral Agent has a first priority security interest in each such
Deposit Account, which security interest is perfected by Control, except, in each case, as
permitted by Section 6.13 of the Credit Agreement. The Collateral Agent agrees with each
Pledgor that the Collateral Agent shall not give any instructions directing the disposition
of funds from time to time credited to any Deposit Account or withhold any withdrawal rights
from such Pledgor with respect to funds from time to time credited to any Deposit Account
except in accordance with the provisions of the Credit Agreement. No Pledgor shall grant
Control of any Deposit Account to any person other than the Collateral Agent and no Pledgor
may open or maintain any Deposit Accounts other than those listed on Schedule 14 to the
Perfection Certificate. The Collateral Agent shall have no obligation to execute and
deliver any Deposit Account Control Agreement that imposes any indemnity or other obligation
on the Collateral Agent.




     (c) Securities Accounts and Commodity Accounts. (i) As of the date hereof, no
Pledgor has any Securities Accounts or Commodity Accounts other than those listed in
Schedule 14 to the Perfection Certificate. The Collateral Agent has a first
priority security interest in each such Securities Account and Commodity Account, which
security interest is perfected by Control. No Pledgor shall hereafter establish and
maintain any Securities Account or Commodity Account with any Securities Intermediary or
Commodity Intermediary unless (1) it shall give the Collateral Agent
prompt written notice of its intention to establish such new Securities Account or
Commodity Account with such Securities Intermediary or Commodity Intermediary, and (2) such
Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor
shall duly execute and deliver a Control Agreement with respect to such Securities Account
or Commodity Account, as the case may be within 60 days of the establishment of such
Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any
cash and Investment Property in trust for the benefit of the Collateral Agent and within
five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment
Property received by it into a Deposit Account or Securities Account subject to Collateral
Agent’s Control. The Collateral Agent agrees with each Pledgor that the Collateral Agent
shall not give any Entitlement Orders or instructions or directions to any issuer of
uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not
withhold its consent to the exercise of any withdrawal or dealing rights by such Pledgor,
unless an Event of Default has occurred and is continuing or, after giving effect to any
such investment and withdrawal



11









 






rights, would occur. No Pledgor shall grant Control over any
Investment Property to any person other than the Collateral Agent unless otherwise permitted
by the Collateral Agent. The Collateral Agent shall have no obligation to execute and
deliver any Control Agreement that imposes any indemnity or other obligation on the
Collateral Agent.




     (ii) As between the Collateral Agent and the Pledgors, the Pledgors shall bear the
investment risk with respect to the Investment Property and Pledged Securities, and the risk
of loss of, damage to, or the destruction of the Investment Property and Pledged Securities,
whether in the possession of, or maintained as a Security Entitlement or deposit by, or
subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity
Intermediary, any Pledgor or any other person.




     (d) Electronic Chattel Paper and Transferable Records. As of the date hereof,
no amount under or in connection with any of the Pledged Collateral is evidenced by any
Electronic Chattel Paper or any “transferable record” (as that term is defined in Section
201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section
16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction)
other than such Electronic Chattel Paper and transferable records listed in Schedule
11 to the Perfection Certificate. If any amount payable under or in connection with any
of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any
transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable
record shall promptly notify the Collateral Agent thereof and shall take such action as the
Collateral Agent may reasonably request to vest in the Collateral Agent control of such
Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the
Federal Electronic Signatures in Global and National Commerce Act or, as the case may be,
Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction,
of such transferable record. The requirement in the preceding sentence shall not apply to
the extent that such amount, together with all amounts payable evidenced by Electronic
Chattel Paper or any transferable record in which the Collateral Agent has not been vested
control within the meaning of the statutes described in the immediately preceding sentence,
does not exceed $500,000 in the aggregate for all Pledgors. The Collateral Agent agrees
with such Pledgor that the Collateral Agent will, at the request and expense of the Pledgor,
arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such
procedures will not result in the Collateral Agent’s loss of control, for the Pledgor to
make alterations to the Electronic Chattel Paper or transferable record permitted under
Section 9-105 of the UCC or, as the case may be, Section 201 of the Federal Electronic
Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic
Transactions Act for a party in control to allow without loss of control. The Pledgor will
not make any such request if an Event of Default has occurred and is continuing or would
occur after taking into account any action by such Pledgor with respect to such Electronic
Chattel Paper or transferable record.




     (e) Letter-of-Credit Rights. If any Pledgor is at any time a beneficiary under
a Letter of Credit now or hereafter issued, such Pledgor shall promptly notify the
Collateral Agent thereof and such Pledgor shall use it commercial reasonable efforts to
either (i) arrange for the issuer and any confirmer of such Letter of Credit to consent to
an assignment to the Collateral Agent of the proceeds of any drawing under the Letter of
Credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of such
Letter of Credit, with the Collateral Agent agreeing, in each case, that the proceeds of any
drawing under the Letter of Credit are to be applied as provided in the Credit Agreement.
The actions in the preceding sentence shall not be required to the extent that (A) the
amount of any such Letter of Credit, together with the aggregate amount of all other Letters
of Credit for which the actions described above in clauses (i) and (ii) have not been taken,
does not exceed $500,000 in the aggregate for all Pledgors or (B) such Letter of Credit is
issued by a non-



12









 






domestic customer of any Pledgor solely to support payment mechanisms in the
ordinary course of business.




     (f) Commercial Tort Claims. As of the date hereof, each Pledgor hereby
represents and warrants that it holds no Commercial Tort Claims other than those listed in
Schedule 13 to the Perfection Certificate. If any Pledgor shall at any time hold or
acquire a Commercial Tort Claim, such Pledgor shall immediately notify the Collateral Agent
in writing signed by such Pledgor of the brief details thereof and grant to the Collateral
Agent in such writing a security interest therein and in the Proceeds thereof, all upon the
terms of this Agreement, with such writing to be in form and substance reasonably
satisfactory to the Collateral Agent. The requirement in the preceding sentence shall not
apply to the extent that the amount of such Commercial Tort Claim, together with the amount
of all other Commercial Tort Claims held by any Pledgor in which the Collateral Agent does
not have a security interest, does not exceed $500,000 in the aggregate for all Pledgors.



          SECTION 3.5. Joinder of Additional Guarantors. The Pledgors shall cause each
Subsidiary of the Borrower which, from time to time, after the date hereof shall be required to
pledge any assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the
provisions of the Credit Agreement, to execute and deliver to the Collateral Agent a Joinder
Agreement substantially in the form of Exhibit 3 hereto within thirty (30) days of the date
on which it was acquired or created, and upon such execution and delivery, such Subsidiary shall
constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect
as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such
Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and
obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the
addition of any new Guarantor and Pledgor as a party to this Agreement.




          SECTION 3.6. Supplements; Further Assurances. Each Pledgor shall take such further
actions, and execute and/or deliver to the Collateral Agent such additional financing statements,
amendments, assignments, agreements, supplements, powers and instruments, as the Collateral Agent
may in its reasonable judgment deem necessary in order to create and perfect, the security interest
in the Pledged Collateral as provided herein and the rights and interests granted to the Collateral
Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm the
validity, enforceability and priority of the Collateral Agent’s security interest in the Pledged
Collateral or permit the Collateral Agent to exercise and enforce its rights, powers and remedies
hereunder with respect to any Pledged Collateral, including the filing of financing statements,
continuation statements and other documents (including this Agreement) under the Uniform Commercial
Code (or other similar laws) in effect in any jurisdiction with respect to the security interest
created hereby and the execution and delivery of Control Agreements, all in form reasonably
satisfactory to the Collateral Agent and in such offices (including the United
States Patent and Trademark Office and the United States Copyright Office) wherever required
by law to perfect, continue and maintain the validity, enforceability and priority of the security
interest in the Pledged Collateral as provided herein and to preserve the other rights and
interests granted to the Collateral Agent hereunder, as against third parties, with respect to the
Pledged Collateral. If an Event of Default has occurred and is continuing, the Collateral Agent
may institute and maintain, in its own name or in the name of any Pledgor, such suits and
proceedings as the Collateral Agent may be advised by counsel shall be necessary or expedient to
prevent any impairment of the security interest in or the perfection thereof in the Pledged
Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgors.




13









 








ARTICLE IV




REPRESENTATIONS, WARRANTIES AND COVENANTS




          Each Pledgor represents, warrants and covenants as follows:




          SECTION 4.1. Title. Except for the security interest granted to the Collateral Agent for
the ratable benefit of the Secured Parties pursuant to this Agreement and Permitted Liens, such
Pledgor owns and has rights and, as to Pledged Collateral acquired by it from time to time after
the date hereof, will own and have rights in each item of Pledged Collateral pledged by it
hereunder, free and clear of any and all Liens or claims of others, except for Permitted Liens.




          SECTION 4.2. Validity of Security Interest. The security interest in and Lien on the
Pledged Collateral granted to the Collateral Agent for the benefit of the Secured Parties hereunder
constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the
payment and performance of the Secured Obligations, and (b) subject to the filings and other
actions described in Schedule 7 to the Perfection Certificate (to the extent required to be
listed on the schedules to the Perfection Certificate as of the date this representation is made or
deemed made), a perfected security interest in all the Pledged Collateral. The security interest
and Lien granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this
Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing
security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted
Liens. Notwithstanding anything to the contrary herein, no Pledgor shall be required to undertake
any actions outside of the United States to perfect a Collateral Agent’s security interest in any
Pledged Collateral located outside of the United States.




          SECTION 4.3. Defense of Claims; Transferability of Pledged Collateral. Each Pledgor
shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder
and the security interest therein and Lien thereon granted to the Collateral Agent and the priority
thereof against all claims and demands of all persons, at its own cost and expense, at any time
claiming any interest therein materially adverse to the Collateral Agent or any other Secured Party
other than Permitted Liens. There is no agreement, order, judgment or decree, and no Pledgor shall
enter into any agreement or take any other action, that would restrict the transferability of any
of the Pledged Collateral or otherwise materially impair or conflict with such Pledgor’s
obligations or the rights of the Collateral Agent hereunder.




          SECTION 4.4. Other Financing Statements. It has not filed, nor authorized any third party to file (nor will there be), any valid or
effective financing statement (or similar statement, instrument of registration or public notice
under the law of any jurisdiction) covering or purporting to cover any interest of any kind in the
Pledged Collateral, except such as have been filed in favor of the Collateral Agent pursuant to
this Agreement (or any other agreement with Collateral Agent) or in favor of any holder of a
Permitted Lien with respect to such Permitted Lien or financing statements or public notices
relating to the termination statements listed on Schedule 9 to the Perfection Certificate.




          SECTION 4.5. Chief Executive Office; Change of Name; Jurisdiction of Organization.




          (a) No Pledgor will effect any change (i) to its legal name, (ii) in its identity or
organizational structure, (iii) in its organizational identification number, if any, or (iv) in its
jurisdiction of organization (in each case, including by merging with or into any other entity,
reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction),
unless (A) it shall have given the Collateral Agent promptly but in any event within 10 days after
such change, written notice clearly describing such change and providing





14










 







such other information in
connection therewith as the Collateral Agent may reasonably request and (B) it shall take all
action necessary to maintain the perfection and priority of the security interest of the Collateral
Agent for the benefit of the Secured Parties in the Collateral.




          (b) The Collateral Agent shall have no duty to inquire about any of the changes described in
clause (a) above, the parties acknowledging and agreeing that each Pledgor is solely responsible to
take all action described in Section 4.5(a)(B) above.




          SECTION 4.6. Location of Inventory and Equipment. It shall not move any Equipment or
Inventory (excluding any satellite in connection with its launch) to any location outside of the
United States; except for any Equipment or Inventory (A) outside the United States for the purpose
of constructing ground stations or (B) otherwise with a value in the aggregate not in excess of
$500,000 during the term of this Agreement.




          SECTION 4.7. Due Authorization and Issuance. All of the Pledged Securities existing
on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such
Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and
non-assessable to the extent applicable. There is no amount or other obligation owing by any
Pledgor to any issuer of the Pledged Securities in exchange for or in connection with the issuance
of the Pledged Securities or any Pledgor’s status as a partner or a member of any issuer of the
Pledged Securities.




          SECTION 4.8. Consents, etc. In the event that the Collateral Agent desires to exercise any
remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and
determines it necessary to obtain any approvals or consents of any Governmental Authority or any
other person therefor, then, upon the reasonable request of the Collateral Agent, such Pledgor
agrees to use commercially reasonable efforts to assist and aid the Collateral Agent to obtain as
soon as practicable any necessary approvals or consents for the exercise of any such remedies,
rights and powers.




          SECTION 4.9. Pledged Collateral. All information set forth herein, including the schedules hereto, and all information
contained in any documents, schedules and lists heretofore delivered to any Secured Party,
including the Perfection Certificate and the schedules thereto, in connection with this Agreement,
in each case, relating to the Pledged Collateral, is accurate and complete in all material
respects. The Pledged Collateral described on the schedules to the Perfection Certificate
constitutes all of the property of such type of Pledged Collateral owned or held by the Pledgors.




          SECTION 4.10. Insurance. In the event that the proceeds of any insurance claim are
paid to any Pledgor after the Collateral Agent has exercised its right to foreclose after an Event
of Default, such Net Cash Proceeds shall be held in trust for the benefit of the Collateral Agent
and immediately after receipt thereof shall be paid to the Collateral Agent for application in
accordance with the Credit Agreement.




ARTICLE V




CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL




          SECTION 5.1. Pledge of Additional Securities Collateral. Each Pledgor shall, upon
obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for
the benefit of the Collateral Agent and promptly (but in any event within 30 days after receipt
thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in
substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the
certificates and other documents required under Section 3.1




15









 







and Section 3.2 hereof
in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged
pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in
respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby
authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that
all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the
Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.




          SECTION 5.2. Voting Rights; Distributions; etc.




          (a) So long as no Event of Default shall have occurred and be continuing:





     (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Securities Collateral or any part thereof for any purpose not
inconsistent with the terms or purposes hereof, the Credit Agreement or any other document
evidencing the Secured Obligations; provided, however, that no Pledgor shall
in any event exercise such rights in any manner which could reasonably be expected to have a
Material Adverse Effect.




     (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and
clear of the Lien hereof, any and all Distributions, but only if and to the extent made in
accordance with the provisions of the Credit Agreement; provided, however,
that any and all such Distributions consisting of rights or interests in the form of
securities shall be forthwith delivered to the Collateral Agent to hold as Pledged
Collateral and shall, if received by any Pledgor, be received in trust for the benefit of
the Collateral Agent, be segregated from the other property or funds of such Pledgor and be
promptly (but in any event within five days after receipt thereof) delivered to the
Collateral Agent as Pledged Collateral in the same form as so received (with any necessary
endorsement).



          (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent
shall be deemed without further action or formality to have granted to each Pledgor all necessary
consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and
at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be
executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request
in order to permit such Pledgor to exercise the voting and other rights which it is entitled to
exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is
authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof.




          (c) Upon the occurrence and during the continuance of any Event of Default:





     (i) All rights of each Pledgor to exercise the voting and other consensual rights it
would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall
immediately cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall thereupon have the sole right to exercise such voting and other
consensual rights.




     (ii) All rights of each Pledgor to receive Distributions which it would otherwise be
authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall
immediately cease and all such rights shall thereupon become vested in the Collateral Agent,
which shall thereupon have the sole right to receive and hold as Pledged Collateral such
Distributions.



          (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to
the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit
the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise
pursuant to Section 5.2(a)(i) hereof and to receive all Distributions which it may be
entitled to receive under Section 5.2(a)(ii) hereof.




16









 








          (e) All Distributions which are received by any Pledgor contrary to the provisions of
Section 5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral
Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to
the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary
endorsement).




          SECTION 5.3. Defaults, etc. Such Pledgor is not in default in the payment of any
portion of any mandatory capital contribution, if any, required to be made under any agreement to
which such Pledgor is a party relating to the Pledged Securities pledged by it, and such Pledgor is
not in violation of any other provisions of any such agreement to which such Pledgor is a party, or
otherwise in default or violation thereunder. No Securities Collateral pledged by such Pledgor is
subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or
alleged against such Pledgor by any person with respect thereto, and as of the date hereof, there
are no certificates, instruments, documents or other writings (other than the Organizational
Documents and certificates representing such Pledged Securities that have been delivered to the
Collateral Agent) which evidence any Pledged Securities of such Pledgor.




          SECTION 5.4. Certain Agreements of Pledgors as Issuers and Holders of Equity
Interests.




          (a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor
agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by
it and will comply with such terms insofar as such terms are applicable to it.




          (b) In the case of each Pledgor which is a partner, shareholder or member, as the case may be,
in a partnership, limited liability company or other entity, such Pledgor hereby consents to the
extent required by the applicable Organizational Document to the pledge by each other Pledgor,
pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability
company or other entity and, upon the occurrence and during the continuance of an Event of Default,
to the transfer of such Pledged Securities to the Collateral Agent or its nominee and to the
substitution of the Collateral Agent or its nominee as a substituted partner, shareholder or member
in such partnership, limited liability company or other entity with all the rights, powers and
duties of a general partner, limited partner, shareholder or member, as the case may be.




ARTICLE VI




CERTAIN PROVISIONS CONCERNING INTELLECTUAL

PROPERTY COLLATERAL




          SECTION 6.1. Grant of Intellectual Property License. For the purpose of enabling the
Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies
under Article IX hereof at such time as the Collateral Agent shall be lawfully entitled to
exercise such rights and remedies, and for no other purpose, each Pledgor hereby grants to the
Collateral Agent, to the extent assignable, an irrevocable, non-exclusive license to use, assign,
license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired
by such Pledgor, wherever the same may be located, but only to the extent that the grant of such
license does not result in a default or forfeiture of such Pledgor’s interest in such Intellectual
Property Collateral. Such license shall include access to all media in which any of the licensed
items may be recorded or stored and to all computer programs used for the compilation or printout
hereof.




          SECTION 6.2. Protection of Collateral Agent’s Security. On a continuing basis, each
Pledgor shall, at its sole cost and expense, (i) maintain all Material Intellectual Property
Collateral as presently




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used and operated, except as could reasonably be expected to have a
material adverse effect on the Intellectual Property Collateral taken as a whole, (ii) not permit
to lapse or become abandoned any Material Intellectual Property Collateral, and not settle or
compromise any pending or future litigation or administrative proceeding with respect to any such
Material Intellectual Property Collateral, in either case except as shall be consistent with
commercially reasonable business judgment, and, in either case, except as could not reasonably be
expected to have a material adverse effect on the Intellectual Property Collateral taken as a
whole, (iii) diligently keep adequate records respecting all Intellectual Property Collateral and
(iv) furnish to the Collateral Agent from time to time upon the Collateral Agent’s request therefor
reasonably detailed statements and amended schedules further identifying and describing the
Intellectual Property Collateral and such other materials evidencing or reports pertaining to any
Intellectual Property Collateral as the Collateral Agent may from time to time request.




          SECTION 6.3. After-Acquired Property. If any Pledgor shall at any time after the date
hereof (i) obtain any rights to any additional Intellectual Property Collateral or (ii) become
entitled to the benefit of any additional Intellectual Property
Collateral or any renewal or extension thereof, including any reissue, division, continuation,
or continuation-in-part of any Intellectual Property Collateral, or any improvement on any
Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any
such item enumerated in the preceding clause (i) or (ii) shall automatically constitute
Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral
at the time of execution hereof and be subject to the Lien and security interest created by this
Agreement without further action by any party. Each Pledgor shall promptly provide to the
Collateral Agent written notice of any of the foregoing and confirm the attachment of the Lien and
security interest created by this Agreement to any rights described in clauses (i) and (ii) above
by execution of and filing of any instruments or statements as shall be reasonably necessary to
create, preserve, protect or perfect the Collateral Agent’s security interest in such Intellectual
Property Collateral.




          SECTION 6.4. Litigation. Unless there shall occur and be continuing any Event of
Default, each Pledgor shall have the right to commence and prosecute in its own name, as the party
in interest, for its own benefit and at the sole cost and expense of the Pledgors, such
applications for protection of the Intellectual Property Collateral and suits, proceedings or other
actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in
value or other damage as are necessary to protect the Intellectual Property Collateral. Upon the
occurrence and during the continuance of any Event of Default, the Collateral Agent shall have the
right but shall in no way be obligated to file applications for protection of the Intellectual
Property Collateral and/or bring suit in the name of any Pledgor, the Collateral Agent or the
Secured Parties to enforce the Intellectual Property Collateral and any license thereunder. In the
event of such suit, each Pledgor shall, at the reasonable request of the Collateral Agent, do any
and all lawful acts and execute any and all documents reasonably requested by the Collateral Agent
in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify the Collateral
Agent for all costs and expenses incurred by the Collateral Agent in the exercise of its rights
under this Section 6.4 in accordance with Section 7.07 of the Credit Agreement. In
the event that the Collateral Agent shall elect not to bring suit to enforce the Intellectual
Property Collateral, each Pledgor agrees, at the reasonable request of the Collateral Agent, to
take all commercially reasonable actions necessary, whether by suit, proceeding or other action, to
prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value of or
other damage to any of the Intellectual Property Collateral by any person.





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ARTICLE VII




CERTAIN PROVISIONS CONCERNING RECEIVABLES




          SECTION 7.1. Maintenance of Records. Each Pledgor shall keep and maintain at its own
cost and expense complete records of each Receivable, in a manner consistent with prudent business
practice, including records of all payments received, all credits granted thereon, all merchandise
returned and all other documentation relating thereto. Each Pledgor shall, at such Pledgor’s sole
cost and expense, upon the Collateral Agent’s demand made at any time after the occurrence and
during the continuance of any Event of Default, deliver all tangible evidence of Receivables,
including all documents evidencing Receivables and any books and records relating thereto to the
Collateral Agent or to its representatives (copies of which evidence and books and records may be
retained by such Pledgor). Upon the occurrence and during the continuance of any Event of Default,
the Collateral Agent may transfer a full and complete copy of any Pledgor’s books, records, credit
information, reports, memoranda and all other writings relating to the Receivables to and for the
use by any person that has
acquired or is contemplating acquisition of an interest in the Receivables or the Collateral
Agent’s security interest therein without the consent of any Pledgor.




          SECTION 7.2. Legend. During the continuance of an Event of Default, each Pledgor
shall legend, at the request of the Collateral Agent (acting at the direction of the Administrative
Agent pursuant to the Credit Agreement) and in form and manner satisfactory to the Collateral
Agent, the Receivables and the other books, records and documents of such Pledgor evidencing or
pertaining to the Receivables with an appropriate reference to the fact that the Receivables have
been assigned to the Collateral Agent for the benefit of the Secured Parties and that the
Collateral Agent has a security interest therein.




ARTICLE VIII




TRANSFERS




          SECTION 8.1. Transfers of Pledged Collateral. No Pledgor shall sell, convey, assign
or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral pledged
by it hereunder except as expressly permitted by the Credit Agreement.




ARTICLE IX




REMEDIES




          SECTION 9.1. Remedies. Upon the occurrence and during the continuance of any Event of
Default, the Collateral Agent may from time to time exercise in respect of the Pledged Collateral,
in addition to the other rights and remedies provided for herein or otherwise available to it, the
following remedies:





     (i) Personally, or by agents or attorneys, immediately take possession of the Pledged
Collateral or any part thereof, from any Pledgor or any other person who then has possession
of any part thereof with or without notice or process of law, and for that purpose may enter
upon any Pledgor’s premises where any of the Pledged Collateral is located, remove such
Pledged Collateral, remain present at such premises to receive copies of all communications
and remittances relating to



19









 




the Pledged Collateral and use in connection with such removal
and possession any and all services, supplies, aids and other facilities of any Pledgor;




     (ii) Demand, sue for, collect or receive any money or property at any time payable or
receivable in respect of the Pledged Collateral including instructing the obligor or
obligors on any agreement, instrument or other obligation constituting part of the Pledged
Collateral to make any payment required by the terms of such agreement, instrument or other
obligation directly to the Collateral Agent, and in connection with any of the foregoing,
compromise, settle, extend the time for payment and make other modifications with respect
thereto; provided, however, that in the event that any such payments are
made directly to any Pledgor, prior to receipt by any such obligor of such
instruction, such Pledgor shall segregate all amounts received pursuant thereto in
trust for the benefit of the Collateral Agent and shall promptly (but in no event later than
one (1) Business Day after receipt thereof) pay such amounts to the Collateral Agent;



     (iii) Sell, assign, grant a license to use or otherwise liquidate, or direct any
Pledgor to sell, assign, grant a license to use or otherwise liquidate, any and all
investments made in whole or in part with the Pledged Collateral or any part thereof, and
take possession of the proceeds of any such sale, assignment, license or liquidation;



     (iv) Take possession of the Pledged Collateral or any part thereof, by directing any
Pledgor in writing to deliver the same to the Collateral Agent at any place or places so
designated by the Collateral Agent, in which event such Pledgor shall at its own expense:
(A) forthwith cause the same to be moved to the place or places designated by the Collateral
Agent and therewith delivered to the Collateral Agent, (B) store and keep any Pledged
Collateral so delivered to the Collateral Agent at such place or places pending further
action by the Collateral Agent and (C) while the Pledged Collateral shall be so stored and
kept, provide such security and maintenance services as shall be necessary to protect the
same and to preserve and maintain them in good condition. Each Pledgor’s obligation to
deliver the Pledged Collateral as contemplated in this Section 9.1(iv) is of the
essence hereof. Upon application to a court of equity having jurisdiction, the Collateral
Agent shall be entitled to a decree requiring specific performance by any Pledgor of such
obligation;



     (v) Withdraw all moneys, instruments, securities and other property in any bank,
financial securities, deposit or other account of any Pledgor constituting Pledged
Collateral for application to the Secured Obligations as provided in Article X
hereof;



     (vi) Retain and apply the Distributions to the Secured Obligations as provided in
Article X hereof;



     (vii) Exercise any and all rights as beneficial and legal owner of the Pledged
Collateral, including perfecting assignment of and exercising any and all voting, consensual
and other rights and powers with respect to any Pledged Collateral; and



     (viii) Exercise all the rights and remedies of a secured party on default under the
UCC, and the Collateral Agent may also in its sole discretion, without notice except as
specified in Section 9.2 hereof, sell, assign or grant a license to use the Pledged
Collateral or any part thereof in one or more parcels at public or private sale, at any
exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash,
on credit or for future delivery, and at such price or prices and upon such other terms as
the Collateral Agent may deem commercially reasonable. The Collateral Agent or any other
Secured Party or any of their respective Affiliates may be the purchaser, licensee, assignee
or recipient of the Pledged Collateral or any part thereof at any such sale and shall be
entitled, for the purpose of bidding and making settlement or payment of the purchase price
for all or



20









 






any portion of the Pledged Collateral sold, assigned or licensed at such sale, to
use and apply any of the Secured Obligations owed to such person as a credit on account of
the purchase price of the Pledged Collateral or any part thereof payable by such person at
such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire
the property sold, assigned or licensed absolutely free from any claim or right on the part
of any Pledgor, and each Pledgor hereby waives, to the fullest extent permitted by law, all
rights of redemption, stay and/or appraisal which it now has or may at any time in the
future have under any rule of law or statute now existing or hereafter enacted. The
Collateral Agent shall not be obligated to make any sale of the Pledged Collateral or any
part thereof regardless of notice of sale having been given. The Collateral Agent may
adjourn any public or private sale from time to time by announcement at the time and place
fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so adjourned.
Each Pledgor hereby waives, to the fullest extent permitted by law, any claims against the
Collateral Agent arising by reason of the fact that the price at which the Pledged
Collateral or any part thereof may have been sold, assigned or licensed at such a private
sale was less than the price which might have been obtained at a public sale, even if the
Collateral Agent accepts the first offer received and does not offer such Pledged Collateral
to more than one offeree.



          Notwithstanding anything in any Loan Document to the contrary, in the event that any Event of
Default under Sections 8.01(a) through (e) or (g) through (k) of the Credit Agreement (but not
following the occurrence of any other Event of Default) shall have occurred and so long as the
Senior Notes are outstanding and are not then due and payable, the Administrative Agent shall not
(and the Administrative Agent shall not direct the Collateral Agent to), and each Lender shall not
(and each Lender shall not direct the Collateral Agent to) take any action hereunder that would
result in the occurrence of an “Event of Default” (as that term is defined in the Senior Secured
Note Indenture) pursuant to any of Sections 6.01(e), (f) (as to the Borrower or any of its
Subsidiaries only) or (g) of the Senior Secured Note Indenture, except that in any event the
Administrative Agent, the Collateral Agent and the Lenders may take possession of the Equity
Interests of the Borrower or any of its Subsidiaries in accordance with the provisions of the Loan
Documents.




          SECTION 9.2. Notice of Sale. Each Pledgor acknowledges and agrees that, to the extent
notice of sale or other disposition of the Pledged Collateral or any part thereof shall be required
by law, ten (10) days’ prior notice to such Pledgor of the time and place of any public sale or of
the time after which any private sale or other intended disposition is to take place shall be
commercially reasonable notification of such matters. No notification need be given to any Pledgor
if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying
any right to notification of sale or other intended disposition.




          SECTION 9.3. Waiver of Notice and Claims. Each Pledgor hereby waives, to the fullest
extent permitted by applicable law, notice or judicial hearing in connection with the Collateral
Agent’s taking possession or the Collateral Agent’s disposition of the Pledged Collateral or any
part thereof, including any and all prior notice and hearing for any prejudgment remedy or remedies
and any such right which such Pledgor would otherwise have under law, and each Pledgor hereby
further waives, to the fullest extent permitted by applicable law: (i) all damages occasioned by
such taking of possession, (ii) all other requirements as to the time, place and terms of sale or
other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and
(iii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or
hereafter in force under any applicable law. The Collateral Agent shall not be liable for any
incorrect or improper payment made pursuant to this Article IX in the absence of gross
negligence or willful misconduct on the part of the Collateral Agent. Any sale of, or the grant of
options to purchase, or any other realization upon, any Pledged Collateral shall operate to divest
all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor
therein and thereto, and shall be a perpetual bar both at law and in equity against such Pledgor
and against any and all persons claiming or attempting to claim the Pledged Collateral so sold,
optioned or realized upon, or any part thereof, from, through or under such Pledgor.





21









 








          SECTION 9.4. Certain Sales of Pledged Collateral.




          (a) Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules,
regulations or orders of any Governmental Authority, the Collateral Agent may be compelled, with re
spect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those
who meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such
sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable
through a public sale without such restrictions, and, notwithstanding such circumstances, agrees
that any such restricted sale shall be deemed to have been made in a commercially reasonable manner
and that, except as may be required by applicable law, the Collateral Agent shall have no
obligation to engage in public sales.




          (b) Each Pledgor recognizes that, by reason of certain prohibitions contained in the
Securities Act, and applicable state securities laws, the Collateral Agent may be compelled, with
respect to any sale of all or any part of the Securities Collateral and Investment Property, to
limit purchasers to persons who will agree, among other things, to acquire such Securities
Collateral or Investment Property for their own account, for investment and not with a view to the
distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at
prices and on terms less favorable to the Collateral Agent than those obtainable through a public
sale without such restrictions (including a public offering made pursuant to a registration
statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable manner and that the
Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the
sale of any Securities Collateral or Investment Property for the period of time necessary to permit
the issuer thereof to register it for a form of public sale requiring registration under the
Securities Act or under applicable state securities laws, even if such issuer would agree to do so.




          (c) Notwithstanding the foregoing, each Pledgor shall, upon the occurrence and during the
continuance of any Event of Default, at the reasonable request of the Collateral Agent, for the
benefit of the Collateral Agent, cause any registration, qualification under or compliance with any
Federal or state securities law or laws to be effected with respect to all or any part of the
Securities Collateral as soon as practicable and at the sole cost and expense of the Pledgors.
Each Pledgor will use its commercially reasonable efforts to cause such registration to be effected
(and be kept effective) and will use its commercially reasonable efforts to cause such
qualification and compliance to be effected (and be kept effective) as may be so requested and as
would permit or facilitate the sale and distribution of such Securities Collateral including
registration under the Securities Act (or any similar statute then in effect), appropriate
qualifications under applicable blue sky or other state securities laws and appropriate compliance
with all other requirements of any Governmental Authority. Each Pledgor shall use its commercially
reasonable efforts to cause the Collateral Agent to be kept advised in writing as to the progress
of each such registration, qualification or compliance and as to the completion thereof, shall
furnish to the Collateral Agent such number of prospectuses, offering circulars or other documents
incident thereto as the Collateral Agent from time to time may request, and shall indemnify and
shall cause the issuer of the Securities Collateral to indemnify the Collateral Agent and all
others participating in the distribution of such Securities Collateral against all claims, losses,
damages and liabilities caused by any untrue statement (or alleged untrue statement) of a material
fact contained therein (or in any related registration statement, notification or the like) or by
any omission (or alleged omission) to state therein (or in any related registration statement,
notification or the like) a material fact required to be stated therein or necessary to make the
statements therein not misleading.




          (d) If the Collateral Agent determines to exercise its right to sell any or all of the
Securities Collateral or Investment Property, upon written request, the applicable Pledgor shall
from time to time furnish to the Collateral Agent all such information as the Collateral Agent may
request in order to determine the number of securities included in the Securities Collateral or
Investment Property which may be sold by

22









 








the Collateral Agent as exempt transactions under the
Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are
from time to time in effect.




          (e) Each Pledgor further agrees that a breach of any of the covenants contained in this
Section 9.4 will cause irreparable injury to the Collateral Agent and the other Secured
Parties, that the Collat
eral Agent and the other Secured Parties have no adequate remedy at law in respect of such
breach and, as a consequence, that each and every covenant contained in this Section 9.4
shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees
not to assert any defenses against an action for specific performance of such covenants except for
a defense that no Event of Default has occurred and is continuing.




          SECTION 9.5. No Waiver; Cumulative
Remedies.




          (a) No failure on the part of the Collateral Agent to exercise, no course of dealing with
respect to, and no delay on the part of the Collateral Agent in exercising, any right, power or
remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any
such right, power, privilege or remedy hereunder preclude any other or further exercise thereof or
the exercise of any other right, power, privilege or remedy; nor shall the Collateral Agent be
required to look first to, enforce or exhaust any other security, collateral or guaranties. All
rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies
provided by law or otherwise available.




          (b) In the event that the Collateral Agent shall have instituted any proceeding to enforce any
right, power, privilege or remedy under this Agreement or any other Collateral Document by
foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the Collateral Agent, then and
in every such case, the Pledgors, the Collateral Agent and each other Secured Party shall be
restored to their respective former positions and rights hereunder with respect to the Pledged
Collateral, and all rights, remedies, privileges and powers of the Collateral Agent and the other
Secured Parties shall continue as if no such proceeding had been instituted.




          SECTION 9.6. Certain Additional Actions Regarding Intellectual Property. If any Event
of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent,
each Pledgor shall promptly execute and deliver to the Collateral Agent an assignment or
assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other
documents as are necessary or appropriate to carry out the intent and purposes hereof.




          SECTION 9.7. Certain Regulatory Requirements




          (a) Notwithstanding any other provision of this Agreement, any foreclosure on, sale, transfer
or other disposition of, or the exercise of any rights to vote or consent with respect to any of
the Collateral as provided herein or any other action taken by the Collateral Agent or any other
Secured Party hereunder shall be in compliance with the Communications Laws and the NOAA Rules and
to the extent required thereby, subject to the prior approval of the FCC and NOAA.




          (b) It is the intention of the parties hereto that the Liens in favor of the Collateral Agent
on the Collateral shall in all relevant aspects be subject to and governed by said statutes, rules
and regulations and that nothing in this Agreement shall be construed to diminish the control
exercised by the Pledgor except in accordance with the provisions of such statutory requirements,
rules and regulations. Each Pledgor agrees that upon the request from time to time by the
Collateral Agent it will actively pursue obtaining any governmental, regulatory or third party
consents, approvals or authorizations referred to in this Article IX, including, upon any request
of the Collateral Agent following an Event of Default, the preparation, signing and filing with (or
causing to be prepared, signed and filed with) the FCC or NOAA of any application or application





23









 







for consent to the assignment of the FCC Licenses or the NOAA Licenses or transfer of control
required to be signed by the Borrower or any of its Subsidiaries necessary or appropriate under the
Communications Laws or the NOAA Rules for approval of any sale or transfer of any of the Pledged
Collateral or the assets of the Borrower or any of its Subsidiaries or any transfer of control in
respect of any FCC License or any NOAA License.




          SECTION 9.8. Control by Majority. The Required Lenders through the Administrative
Agent may direct the time, method and place of conducting any proceeding for any remedy available
to the Collateral Agent under this Agreement. However, the Collateral Agent may refuse to follow
any direction that conflicts with law or this Agreement or the Credit Agreement or that the
Collateral Agent determines is unduly prejudicial to the rights of any other Lender (or upon and at
all times following the payment in full of the Loans and the satisfaction of the Secured
Obligations, any other holder of the remaining Secured Obligations) that would involve the
Collateral Agent in personal liability; provided, however, that the Collateral
Agent may take any other action deemed proper by the Collateral Agent that is not inconsistent with
such direction. Prior to taking any action under this Agreement, the Collateral Agent shall be
entitled to indemnification satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action.




ARTICLE X




APPLICATION OF PROCEEDS




          SECTION 10.1. Application of Proceeds. The proceeds received by the Collateral Agent
in respect of any sale of, collection from or other realization upon all or any part of the Pledged
Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied,
together with any other sums then held by the Collateral Agent pursuant to this Agreement, in
accordance with the Credit Agreement.




          In the event that any such proceeds are insufficient to pay in full the items described in
Section 8.03 of the Credit Agreement, the Pledgors shall remain liable, jointly and severally, for
any deficiency.




ARTICLE XI




MISCELLANEOUS




          SECTION 11.1. Concerning Collateral Agent.




          (a) The Collateral Agent has been appointed by the Lenders as collateral agent pursuant to the
Credit Agreement and shall be vested with all of the rights, powers, benefits, privileges and
protections of the Collateral Agent set forth in the Credit Agreement, all of which are
incorporated herein, mutatis mutandis, as if a part hereof. Each holder of Secured Obligations by
accepting the benefits of this Agreement hereby appoints The Bank of New York (or any of its
successors or assigns hereunder as permitted under the Credit Agreement) as its collateral agent
under this Agreement. The actions of the Collateral Agent here
under are subject to the provisions of the Credit Agreement. The Collateral Agent shall have
the right hereunder to make demands, to give notices, to exercise or refrain from exercising any
rights, and to take or refrain from taking action (including the release or substitution of the
Pledged Collateral), in accordance with this Agreement and the Credit Agreement. The Collateral
Agent may employ agents and attorneys-






24









 







in-fact in connection herewith and shall not be liable for
the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith.
The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner
provided in the Credit Agreement. Upon the acceptance of any appointment as the Collateral Agent
by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent
under this Agreement, and the retiring Collateral Agent shall thereupon be discharged from its
duties and obligations under this Agreement. After any retiring Collateral Agent’s resignation,
the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by
it under this Agreement while it was the Collateral Agent.




          (b) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded
treatment substantially equivalent to that which the Collateral Agent, in its individual capacity,
accords its own property consisting of similar instruments or interests, it being understood that
neither the Collateral Agent nor any of the Secured Parties shall have responsibility for (i)
ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relating to any Securities Collateral, whether or not the Collateral Agent or any
other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary
steps to preserve rights against any person with respect to any Pledged Collateral.




          (c) The Collateral Agent shall be entitled to rely upon any written notice, statement,
certificate, order or other document or any telephone message believed by it to be genuine and
correct and to have been signed, sent or made by the proper person, and, with respect to all
matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by
it.




          (d) If any item of Pledged Collateral also constitutes collateral granted to the Collateral
Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any
type, in the event of any conflict between the provisions hereof and the provisions of such other
deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such
collateral, the Collateral Agent, in its sole discretion, shall select which provision or
provisions shall control.




          (e) The powers conferred on the Collateral Agent hereunder are solely to protect the interests
of the Collateral Agent in the Pledged Collateral and shall not impose any duty upon the Collateral
Agent to exercise any such powers.




          (f) Neither the Collateral Agent nor any of its officers, directors, employees or agents shall
be liable for failure to demand, collect or realize upon any of the Pledged Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose of any Pledged
Collateral upon the request of any Pledgor or any other person or to take any other action
whatsoever with regard to the Pledged Collateral or any part thereof. The Collateral Agent shall
be accountable only for amounts that it actually receives as a result of the exercise of such
powers, and neither it nor any of its officers, directors, employees or agents shall have any duty
or liability or be responsible to any Pledgor for any act or failure to act hereunder, except for
its own gross negligence or willful misconduct. The Collateral Agent shall have no duty or
liability as to the taking of any necessary steps to preserve or protect the Pledged Collateral or
to preserve rights against prior parties. Nothing contained in this Agreement shall be construed
as requiring or obligating the Collateral Agent, and the Collateral Agent shall not be required or
obligated, to (i) present or file any claim or notice or take any action with respect to any
Pledged Collateral or in connection therewith or (ii) notify any Pledgor of any decline in the
value of any Pledged Collateral. The Collateral Agent shall have no duty as to
the collection of any Pledged Collateral in its possession or control or in the possession or
control of any agent or nominee of the Collateral Agent, or any income thereon or any other rights
pertaining thereto.




          (g) Neither the Collateral Agent nor any of its directors, officers, employees or agents shall
be liable for failure to demand, collect or realize upon all or any part of the Pledged Collateral
or for any




25









 







delay in doing so or shall be under any obligation to sell or otherwise dispose of any
Pledged Collateral upon the request of a Pledgor or otherwise.




          (h) The Collateral Agent shall not be responsible for perfecting or maintaining the perfection
of any security interest granted to it under this Agreement or for filing, refilling, recording,
re-recording or continuing any document, financing statement, notice or instrument in any public
office at any time or times and shall not be responsible for seeing to the provision of insurance
on or the payment of any taxes with respect to any property subject to this Agreement.




          (i) No provision of this Agreement shall be deemed to impose any duty or obligation on the
Collateral Agent to perform any act or acts, receive or obtain any interest in property or exercise
any interest in property, or exercise any right, power, duty or obligation conferred or imposed on
it in any jurisdiction in which it shall be illegal, or in which the Collateral Agent shall be
unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to
receive or obtain any such interest in property or to exercise any such right, power, duty or
obligation; and no permissive or discretionary power or authority available to the Collateral Agent
shall be construed to be a duty.




          (j) The Collateral Agent shall have the right hereunder to make demands, to give notices, to
exercise or refrain from exercising any rights, and to make or refrain from taking action
(including without limitation, the release or substitution of Pledged Collateral), in each case in
accordance with this Agreement and the Credit Agreement.




          (k) Upon retiring, the Collateral Agent shall thereupon be discharged from its duties and
obligations under this Agreement. After any retiring Collateral Agent’s resignation, the
provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be
taken by it under this Agreement while it was the Collateral Agent.




          (l) The Collateral Agent shall not have any liability hereunder except for its own gross
negligence or willful misconduct and under no circumstances shall the Collateral Agent be liable
for any special, punitive, exemplary or consequential damages.




          (m) (i) Each Pledgor jointly and severally agrees to defend, protect, indemnify and
hold the Collateral Agent and its officers, employees, shareholders, directors, successors,
assigns, agents, legal advisors, and financial advisors (each individually, an “Indemnitee”
and collectively, the “Indemnitees”) harmless from and against any and all damages, losses,
liabilities, obligations, penalties, fees, costs and expenses (including, without limitation,
reasonable legal fees, costs and expenses of counsel) to the extent that they arise out of or
otherwise result from this Agreement (including, without limitation, enforcement of this
Agreement); provided, however, that the Pledgors shall not have any obligation
under this Section 11.1(m) to any Indemnitee to the extent caused by such Indemnitee’s
gross negligence or willful misconduct.




          (ii) Each Pledgor jointly and severally agrees to pay to the Collateral Agent upon demand the
amount of any and all costs and expenses, including the reasonable fees, costs, expenses and
disbursements of counsel for the Collateral Agent and of any experts and agents, which the
Collateral Agent may incur in connection with (A) the preparation, negotiation, execution,
delivery, recordation, administration, amendment, waiver or other modification or termination of
this Agreement, (B) the custody, preservation, use or operation of, or the sale of, collection
from, or other realization upon, any Pledged Collateral, (C) the
exercise or enforcement of any of the rights of the Collateral Agent hereunder, or (D) the
failure by any Pledgor to perform or observe any of the provisions hereof.




          (iii) Without limited the application of Section 11.1(m)(i) or (ii) hereof,
each Pledgor agrees to pay, or reimburse the Collateral Agent for, any and all third party fees,
costs and expenses of what-




26









 







ever kind or nature incurred in connection with the creation,
preservation or protection of the Collateral Agent’s security interest in the Pledge Collateral,
including, without limitation, all fees and taxes in connection with the recording or filing of
instruments and documents in public offices, payment or discharge or any taxes or Lien upon or in
respect of the Pledged Collateral, premiums for insurance with respect to the Pledged Collateral
and all other fees, costs and expenses in connection with protecting, maintaining or preserving the
Pledged Collateral and the Collateral Agent’s interest therein, whether through judicial
proceedings or otherwise, or in defending or prosecuting any actions, suits or proceedings arising
out of or relating to the Pledged Collateral.




          (iv) If and to the extent that the obligations of a Pledgor under this Section 11.1(m)
are unenforceable for any reason, such Pledgor hereby agrees to make the maximum contribution to
the payment and satisfaction of such obligations that is permissible under applicable law.




          (n) The permissive right of the Collateral Agent to take or refrain from taking any actions in
this Agreement shall not be construed as a duty.




          SECTION 11.2. Collateral Agent May Perform; Collateral Agent Appointed
Attorney-in-Fact. If any Pledgor shall fail to perform any covenants contained in this
Agreement (including such Pledgor’s covenants to (i) pay the premiums in respect of all required
insurance policies hereunder, (ii) pay and discharge any taxes, assessments and special
assessments, levies, fees and governmental charges imposed upon or assessed against, and
landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and
warehousemen’s Liens and other claims arising by operation of law against, all or any portion of
the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any
obligations of such Pledgor under any Pledged Collateral) or if any representation or warranty on
the part of any Pledgor contained herein shall be breached, the Collateral Agent may (but shall not
be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds
for such purpose; provided, however, that the Collateral Agent shall in no event be
bound to inquire into the validity of any tax, Lien, imposition or other obligation which such
Pledgor fails to pay or perform as and when required hereby and which such Pledgor does not contest
in accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the
Collateral Agent shall be paid by the Pledgors in accordance with the provisions of Section
10.04 of the Credit Agreement. Neither the provisions of this Section 11.2 nor any
action taken by the Collateral Agent pursuant to the provisions of this Section 11.2 shall
prevent any such failure to observe any covenant contained in this Agreement nor any breach of
representation or warranty from constituting an Event of Default. Each Pledgor hereby appoints the
Collateral Agent its attorney-in-fact, with full power and authority in the place and stead of such
Pledgor and in the name of such Pledgor, or otherwise, from time to time in the Collateral Agent’s
discretion to take any action and to execute any instrument consistent with the terms of the Credit
Agreement, this Agreement and the other Collateral Documents which the Collateral Agent may deem
necessary or advisable to accomplish the purposes hereof, except for applications or other filings
with the Federal Communications Commission or such other instruments which may not be lawfully
executed by attorneys-in-fact (but the Collateral Agent shall not be obligated to and shall have no
liability to such Pledgor or any third party for failure to so do or take action). The foregoing
grant of authority is a power of attorney coupled with an interest and such appointment shall be
irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall
lawfully do or cause to be done by virtue hereof.




          SECTION 11.3. Continuing Security Interest; Assignment. This Agreement shall create a
continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors,
their respective successors and assigns and (ii) inure, together with the rights and remedies of
the Collateral Agent hereunder, to the benefit of the Collateral Agent and the other Secured
Parties and each of their respective successors, transferees and assigns. No other persons
(including any other creditor of any Pledgor) shall have any interest herein or any right or
benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any
Secured Party may assign or otherwise transfer any indebtedness held by it secured by this




27









 








Agreement to any other person, and such other person shall thereupon become vested with all the
benefits in respect thereof granted to such Secured Party, herein or otherwise, subject however, to
the provisions of the Credit Agreement.




          SECTION 11.4. Termination; Release. When all the Secured Obligations have been paid
in full this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral
shall be released from the Lien of this Agreement. Upon such release or any release of Pledged
Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the
Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign,
transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the
Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released
assets, such of the Pledged Collateral or any part thereof to be released (in the case of a
release) as may be in possession of the Collateral Agent and as shall not have been sold or
otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral,
proper documents and instruments (including UCC-3 termination financing statements or releases)
acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.




          SECTION 11.5. Modification in Writing. No amendment, modification, supplement,
termination or waiver of or to any provision hereof, nor consent to any departure by any Pledgor
therefrom, shall be effective unless the same shall be made in accordance with the terms of the
Credit Agreement and unless in writing and signed by the Collateral Agent. Any amendment,
modification or supplement of or to any provision hereof, any waiver of any provision hereof and
any consent to any departure by any Pledgor from the terms of any provision hereof in each case
shall be effective only in the specific instance and for the specific purpose for which made or
given. Except where notice is specifically required by this Agreement or any other document
evidencing the Secured Obligations, no notice to or demand on any Pledgor in any case shall entitle
any Pledgor to any other or further notice or demand in similar or other circumstances.




          SECTION 11.6. Notices. Unless otherwise provided herein or in the Credit Agreement,
any notice or other communication herein required or permitted to be given shall be given in the
manner and become effective as set forth in the Credit Agreement, as to any Pledgor, addressed to
it at the address of the Borrower set forth in the Credit Agreement, as to the Collateral Agent,
addressed to it at the address set forth in the Credit Agreement, and as to any Hedging
Counterparty, addressed to it in its acknowledgement delivered to the Collateral Agent, or in each
case at such other address as shall be designated by such party in a written notice to the other
party complying as to delivery with the terms of this Section 11.6.




          SECTION
11.7. Governing Law; Consent to Jurisdiction and Service of
Process. Sections 10.13 and 10.14 of the Credit Agreement are incorporated herein,
mutatis mutandis, as if a part hereof.




          SECTION 11.8. Severability of Provisions. Any provision hereof which is invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without invalidating the remaining
provisions hereof or affecting the validity, legality or enforceability of such provision in any
other jurisdiction.




          SECTION 11.9. Execution in Counterparts. This Agreement and any amendments, waivers,
consents or supplements hereto may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and delivered shall be
deemed to be an original, but all such counterparts together shall constitute one and the same
agreement.




          SECTION 11.10. Business Days. In the event any time period or any date provided in
this Agreement ends or falls on a day other than a Business Day, then such time period shall be
deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and
performance herein may be made on such Business Day, with the same force and effect as if made on
such other day.




28









 








          SECTION 11.11. No Credit for Payment of Taxes or Imposition. Such Pledgor shall not
be entitled to any credit against the principal, premium, if any, or interest payable under the
Credit Agreement, and such Pledgor shall not be entitled to any credit against any other sums which
may become payable under the terms thereof or hereof, by reason of the payment of any Tax on the
Pledged Collateral or any part thereof.




          SECTION 11.12. No Claims Against Collateral Agent. Nothing contained in this
Agreement shall constitute any consent or request by the Collateral Agent, express or implied, for
the performance of any labor or services or the furnishing of any materials or other property in
respect of the Pledged Collateral or any part thereof, nor as giving any Pledgor any right, power
or authority to contract for or permit the performance of any labor or services or the furnishing
of any materials or other property in such fashion as would permit the making of any claim against
the Collateral Agent in respect thereof or any claim that any Lien based on the performance of such
labor or services or the furnishing of any such materials or other property is prior to the Lien
hereof.




          SECTION 11.13. No Release. Nothing set forth in this Agreement or any other
Collateral Document, nor the exercise by the Collateral Agent of any of the rights or remedies
hereunder, shall relieve any Pledgor from the performance of any term, covenant, condition or
agreement on such Pledgor’s part to be performed or observed under or in respect of any of the
Pledged Collateral or from any liability to any person under or in respect of any of the Pledged
Collateral or shall impose any obligation on the Collateral Agent or any other Secured Party to
perform or observe any such term, covenant, condition or agreement on such Pledgor’s part to be so
performed or observed or shall impose any liability on the Collateral Agent or any other Secured
Party for any act or omission on the part of such Pledgor relating thereto or for any breach of any
representation or war
ranty on the part of such Pledgor contained in this Agreement, the Credit Agreement or the
other Collateral Documents, or under or in respect of the Pledged Collateral or made in connection
herewith or therewith. Anything herein to the contrary notwithstanding, neither the Collateral
Agent nor any other Secured Party shall have any obligation or liability under any contracts,
agreements and other documents included in the Pledged Collateral by reason of this Agreement, nor
shall the Collateral Agent or any other Secured Party be obligated to perform any of the
obligations or duties of any Pledgor thereunder or to take any action to collect or enforce any
such contract, agreement or other document included in the Pledged Collateral hereunder. The
obligations of each Pledgor contained in this Section 11.13 shall survive the termination
hereof and the discharge of such Pledgor’s other obligations under this Agreement, the Credit
Agreement and the other Collateral Documents.




          SECTION 11.14. Control. Notwithstanding anything herein to the contrary, prior to the
occurrence of an Event of Default, this Agreement and the transactions contemplated hereby do not
and will not constitute, create, or have the effect of constituting or creating, directly or
indirectly, actual or practical ownership of any Pledgor by the Collateral Agent or any Secured
Party, or affirmative or negative, direct or indirect control by the Collateral Agent or any
Secured Party over the management or any other aspect of the operation of the Pledgors, which
ownership and control remains exclusively and at all times in those Pledgors.




          SECTION 11.15. Obligations Absolute. All obligations of each Pledgor hereunder shall
be absolute and unconditional irrespective of:




          (i) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition,
liquidation or the like of any other Pledgor;




          (ii) any lack of validity or enforceability of the Credit Agreement or any Collateral
Document, or any other agreement or instrument relating thereto;




29









 










          (iii) any change in the time, manner or place of payment of, or in any other term of, all or
any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure
from the Credit Agreement or any Collateral Document or any other agreement or instrument relating
thereto;




          (iv) any pledge, exchange, release or non-perfection of any other collateral, or any release
or amendment or waiver of or consent to any departure from any guarantee, for all or any of the
Secured Obligations;




          (v) any exercise, non-exercise or waiver of any right, remedy, power or privilege under or in
respect hereof, the Credit Agreement or any Collateral Document except as specifically set forth in
a waiver granted pursuant to the provisions of Section 11.5 hereof; or




          (vi) any other circumstances which might otherwise constitute a defense available to, or a
discharge of, any Pledgor.




          SECTION
11.16. Jury Trial Waiver. Each of the Pledgors and the Secured Parties hereby irrevocably and unconditionally waives
any right it may have to a trial by jury in respect of any litigation based on, arising out of,
under or in connection with this Agreement.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]





30










 






S-1




          IN WITNESS WHEREOF, each Pledgor and the Collateral Agent have caused this Agreement to be
duly executed and delivered by their duly authorized officers as of the date first above written.




	 	 	 	 	 
	 	 	ORBIMAGE SI HOLDCO INC.,

as Pledgor
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	ORBIMAGE SI OPCO INC.,

as Pledgor
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






 









 





S-2




	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,

as Collateral Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:







 









 








EXHIBIT 1




[Form of]




SECURITIES PLEDGE AMENDMENT




          This Securities Pledge Amendment, dated as of                                         , 200_, is delivered pursuant to
Section 5.1 of the Security Agreement (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Security Agreement”; capitalized terms used but
not otherwise defined herein shall have the meanings assigned to such terms in the Security
Agreement), dated as of January 10, 2006 made by ORBIMAGE SI HOLDCO INC., a Delaware corporation
(“Holdco”) and ORBIMAGE SI OPCO INC., a Delaware corporation (the “Borrower”), and
the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors
and debtors (Holdco and the Borrower, together with the Guarantors, and together with any
successors, the “Pledgors,” and each, a “Pledgor”), in favor of The Bank of New
York, in its capacity as collateral agent, as pledge, assignee and secured party (in such
capacities and together with any successors in such capacities, the “Collateral Agent”).
The undersigned hereby agrees that this Securities Pledge Amendment may be attached to the Security
Agreement and that the Pledged Securities and/or Intercompany Notes listed on this Securities
Pledge Amendment shall be deemed to be and shall become part of the Pledged Collateral and shall
secure all Secured Obligations.




PLEDGED SECURITIES




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	PERCENTAGE OF
	 

	 	CLASS
	 	 	 	 	 	NUMBER OF
	 	ALL ISSUED CAPITAL
	 

	 	OF STOCK
	 	PAR
	 	CERTIFICATE
	 	SHARES OR
	 	OR OTHER EQUITY
	ISSUER

	 	OR INTERESTS
	 	VALUE
	 	NO(S).
	 	INTERESTS
	 	INTERESTS OF ISSUER
	 

	 	 
	 	 
	 	 
	 	 
	 	 





 









 






-2-




INTERCOMPANY NOTES




	 	 	 	 	 	 	 	 	 
	 

	 	PRINCIPAL
	 	DATE OF
	 	INTEREST
	 	MATURITY
	ISSUER

	 	AMOUNT
	 	ISSUANCE
	 	RATE
	 	DATE
	 

	 	 
	 	 
	 	 
	 	 





	 	 	 	 	 
	 	 	ORBIMAGE SI OPCO INC.,

as Pledgor
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






AGREED TO AND ACCEPTED:




THE BANK OF NEW YORK,

as Collateral Agent




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 







 









 








EXHIBIT 2




[Form of]




JOINDER AGREEMENT




	 	 	 	 	 
	 

	 	[                    ]
	 	 






[Date]




	 	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 






Ladies and Gentlemen:




          Reference is made to the Security Agreement (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Security Agreement”; capitalized terms used but
not otherwise defined herein shall have the meanings assigned to such terms in the Security
Agreement), dated as of January 10, 2006, made by ORBIMAGE SI HOLDCO INC., a Delaware corporation
(“Holdco”) and ORBIMAGE SI OPCO INC., a Delaware corporation (the “Borrower”), and
the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors
and debtors (Holdco and the Borrower, together with the Guarantors, and together with any
successors, the “Pledgors,” and each, a “Pledgor”), in favor of The Bank of New
York, in its capacity as collateral agent, as pledge, assignee and secured party (in such
capacities and together with any successors in such capacities, the “Collateral Agent”).




          This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned,
[           ] (the “New Pledgor”), pursuant to Section 3.5 of the Security
Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the
Security Agreement by all of the terms, covenants and conditions set forth in the Security
Agreement to the same extent that it would have been bound if it had been a signatory to the
Security Agreement on the date of the Security Agreement. Without limiting the generality of the
foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as collateral
security for the full, prompt and complete payment and performance when due (whether at stated
maturity, by acceleration or otherwise) of the Secured Obligations, a Lien on and security interest
in, all of its right, title and interest in, to and under the Pledged Collateral and expressly
assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor
hereby makes each of the representations and warranties and agrees to each of the covenants
applicable to the Pledgors contained in the Security Agreement.




          Annexed hereto are supplements to each of the schedules to the Security Agreement with respect
to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement.




 









 





-2-




          This Joinder Agreement and any amendments, waivers, consents or supplements hereto may be
executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original, but all such
counterparts together shall constitute one and the same agreement.




          THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.




 









 








-3-




          IN WITNESS WHEREOF, the New Pledgor has caused this Joinder Agreement to be executed and
delivered by its duly authorized officer as of the date first above written.




[                      ]




	 	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






AGREED TO AND ACCEPTED:




THE BANK OF NEW YORK,

as Collateral Agent




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






[Schedules to be attached]




 









 








EXHIBIT 3




[Form of]




CONTROL AGREEMENT CONCERNING SECURITIES ACCOUNTS




          This Control Agreement Concerning Securities Accounts (this “Control Agreement”),
dated as of                                         , 200_, by and among ORBIMAGE SI Opco Inc. (the “Pledgor”), The
Bank of New York, as Collateral Agent (the “Collateral Agent”), and [                ] (the
“Securities Intermediary”), is delivered pursuant to Section 3.4(c) of that certain
security agreement (as amended, amended and restated, supplemented or otherwise modified from time
to time, the “Security Agreement”), dated as of January 10, 2006, made by ORBIMAGE SI
HOLDCO INC., a Delaware corporation (“Holdco”) and ORBIMAGE SI OPCO INC., a Delaware
corporation (the “Borrower”), and the Guarantors from to time to time party hereto (the
“Guarantors”), as pledgors, assignors and debtors (Holdco and the Borrower, together with
the Guarantors, and together with any successors, the “Pledgors,” and each, a
“Pledgor”), in favor of The Bank of New York, in its capacity as collateral agent, as
pledge, assignee and secured party (in such capacities and together with any successors in such
capacities, the “Collateral Agent”). This Control Agreement is for the purpose of
perfecting the security interests of the Secured Parties granted by the Pledgor in the Designated
Accounts described below. All references herein to the “UCC” shall mean the Uniform Commercial
Code as in effect from time to time in the State of New York. Capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Security Agreement.




          Section 1. Confirmation of Establishment and Maintenance of Designated
Accounts. The Securities Intermediary hereby confirms and agrees that (i) the Securities
Intermediary has established for the Pledgor and maintains the account(s) listed in [Schedule
I] annexed hereto (such account(s), together with each such other securities account maintained
by the Pledgor with the Securities Intermediary collectively, the “Designated Accounts” and
each a “Designated Account”), (ii) each Designated Account will be maintained in the manner
set forth herein until termination of this Control Agreement, (iii) this Control Agreement is the
valid and legally binding obligation of the Securities Intermediary, (iv) the Securities
Intermediary is a “securities intermediary” as defined in Article 8-102(a)(14) of the UCC, (v) each
of the Designated Accounts is a “securities account” as such term is defined in Section 8-501(a) of
the UCC and (vi) all securities or other property underlying any financial assets which are
credited to any Designated Account shall be registered in the name of the Securities Intermediary,
endorsed to the Securities Intermediary or in blank or credited to another securities account
maintained in the name of the Securities Intermediary and in no case will any financial asset
credited to any Designated Account be registered in the name of the Pledgor, payable to the order
of the Pledgor or specially endorsed to the Pledgor, except to the extent the foregoing have been
specially endorsed to the Securities Intermediary or in blank.




          Section 2. “Financial Assets” Election. All parties hereto agree that each item of
Investment Property and all other property held in or credited to any Designated Account (the
“Account Property”) shall be treated as a “financial asset” within the meaning of
Section 8-102(a)(9) of the UCC.




          Section 3. Entitlement Order. If at any time the Securities Intermediary shall
receive an “entitlement order” (within the meaning of Section 8-102(a)(8) of the UCC) issued by the
Collateral Agent and relating to any financial asset maintained in one or more of the Designated
Accounts, the Securities



 









 








-2-



Intermediary shall comply with such entitlement order without further consent by the Pledgor or
any other person. The Securities Intermediary shall also comply with instructions directing the
Securities Intermediary with respect to the sale, exchange or transfer of any Account Property held
in each Designated Account originated by a Pledgor, or any representative of, or investment manager
appointed by, a Pledgor until such time as the Collateral Agent delivers a Notice of Sole Control
pursuant to Section 9(i) to the Securities Intermediary. The Securities Intermediary shall
comply with, and is fully entitled to rely upon, any entitlement order from the Collateral Agent,
even if such entitlement order is contrary to any entitlement order that the Pledgor may give or
may have given to the Securities Intermediary.




          Section 4. Subordination of Lien; Waiver of Set-Off. The Securities Intermediary
hereby agrees that any security interest in, lien on, encumbrance, claim or (except as provided in
the next sentence) right of setoff against, any Designated Account or any Account Property it now
has or subsequently obtains shall be subordinate to the security interest of the Collateral Agent
in the Designated Accounts and the Account Property therein or credited thereto. The Securities
Intermediary agrees not to exercise any present or future right of recoupment or set-off against
any of the Designated Accounts or to assert against any of the Designated Accounts any present or
future security interest, banker’s lien or any other lien or claim (including claim for penalties)
that the Securities Intermediary may at any time have against or in any of the Designated Accounts
or any Account Property therein or credited thereto; provided, however, that the
Securities Intermediary may set off all amounts due to the Securities Intermediary in respect of
its customary fees and expenses for the routine maintenance and operation of the Designated
Accounts, including overdraft fees and amounts advanced to settle authorized transactions.




          Section 5. Choice of Law. Both this Control Agreement and the Designated Accounts
shall be governed by the laws of the State of New York. Regardless of any provision in any other
agreement, for purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s
jurisdiction and the Designated Accounts (as well as the security entitlements related thereto)
shall be governed by the laws of the State of New York.




          Section 6. Conflict with Other Agreements; Amendments. As of the date hereof, there
are no other agreements entered into between the Securities Intermediary and the Pledgor with
respect to any Designated Account or any security entitlements or other financial assets credited
thereto (other than standard and customary documentation with respect to the establishment and
maintenance of such Designated Accounts). The Securities Intermediary and the Pledgor will not
enter into any other agreement with respect to any Designated Account unless the Collateral Agent
shall have received prior written notice thereof. The Securities Intermediary and the Pledgor have
not and will not enter into any other agreement with respect to (i) creation or perfection of any
security interest in or (ii) control of security entitlements maintained in any of the Designated
Accounts or purporting to limit or condition the obligation of the Securities Intermediary to
comply with entitlement orders with respect to any Account Property held in or credited to any
Designated Account as set forth in Section 3 hereof without the prior written consent of
the Collateral Agent acting in its sole discretion. In the event of any conflict with respect to
control over any Designated Account between this Control Agreement (or any portion hereof) and any
other agreement now existing or hereafter entered into, the terms of this Control Agreement shall
prevail. No amendment or modification of this Control Agreement or waiver of any rights hereunder
shall be binding on any party hereto unless it is in writing and is signed by all the parties
hereto.




 









 





-3-




          Section 7. Certain Agreements.




          (i) As of the date hereof, the Securities Intermediary has furnished to the Collateral Agent
the most recent account statement issued by the Securities Intermediary with respect to each of the
Designated Accounts and the financial assets and cash balances held therein, identifying the
financial assets held therein in a manner acceptable to the Collateral Agent. Each such statement
accurately reflects the assets held in such Designated Account as of the date thereof.




          (ii) The Securities Intermediary will, upon its receipt of each supplement to the Security
Agreement signed by the Pledgor and identifying one or more financial assets as “Pledged
Collateral,” enter into its records, including computer records, with respect to each Designated
Account a notation with respect to any such financial asset so that such records and reports
generated with respect thereto identify such financial asset as “Pledged.”




          Section 8. Notice of Adverse Claims. Except for the claims and interest of the
Collateral Agent and of the Pledgor in the Account Property held in or credited to the Designated
Accounts, the Securities Intermediary on the date hereof does not know of any claim to, security
interest in, lien on, or encumbrance against, any Designated Account or Account Property held in or
credited thereto and does not know of any claim that any person or entity other than the Collateral
Agent has been given “control” (within the meaning of Section 8-106 of the UCC) of any Designated
Account or any such Account Property. If the Securities Intermediary becomes aware that any person
or entity is asserting any lien, encumbrance, security interest or adverse claim (including any
writ, garnishment, judgment, warrant of attachment, execution or similar process or any claim of
control) against any of the Account Property held in or credited to any Designated Account, the
Securities Intermediary shall promptly notify the Collateral Agent and the Pledgor thereof.




          Section 9. Maintenance of Designated Accounts. In addition to the obligations of the
Securities Intermediary in Section 3 hereof, the Securities Intermediary agrees to maintain
the Designated Accounts as follows:





     (i) Notice of Sole Control. If at any time the Collateral Agent delivers to
the Securities Intermediary a notice instructing the Securities Intermediary to terminate
Pledgor’s access to any Designated Account (the “Notice of Sole Control”), the
Securities Intermediary agrees that, after receipt of such notice, it will take all
instructions with respect to such Designated Account solely from the Collateral Agent,
terminate all instructions and orders originated by the Pledgor with respect to the
Designated Accounts or any Account Property therein, and cease taking instructions from
Pledgor, including, without limitation, instructions for investment, distribution or
transfer of any financial asset maintained in any Designated Account. Permitting settlement
of trades pending at the time of receipt of such notice shall not constitute a violation of
the immediately preceding sentence.




     (ii) Voting Rights. Until such time as the Securities Intermediary receives a
Notice of Sole Control, the Pledgor, or an investment manager on behalf of the Pledgor,
shall direct the Securities Intermediary with respect to the voting of any financial assets
credited to any Designated Account.




     (iii) Statements and Confirmations. The Securities Intermediary will provide
to the Collateral Agent, upon the Collateral Agent’s request therefor from time to time, a
statement of the



 









 





-4-





market value of each financial asset maintained in each Designated Account. The Securities
Intermediary shall not change the name or account number of any Designated Account without
the prior written consent of the Collateral Agent.




     (iv) Perfection in Certificated Securities. The Securities Intermediary
acknowledges that, in the event that it should come into possession of any certificate
representing any security or other Account Property held in or credited to any of the
Designated Accounts, the Securities Intermediary shall retain possession of the same on
behalf and for the benefit of the Collateral Agent and such act shall cause the Securities
Intermediary to be deemed holding such certificate for the Collateral Agent, if necessary to
perfect the Collateral Agent’s security interest in such securities or assets. The
Securities Intermediary hereby acknowledges its receipt of a copy of the Security Agreement,
which shall also serve as notice to the Securities Intermediary of a security interest in
collateral held on behalf and for the benefit of the Collateral Agent.



          Section 10. Successors; Assignment. The terms of this Control Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate
successors and permitted assignees.




          Section 11. Notices. Any notice, request or other communication required or permitted
to be given under this Control Agreement shall be in writing and deemed to have been properly given
when delivered in person, or when sent by telecopy or other electronic means and electronic
confirmation of error free receipt is received or two (2) days after being sent by certified or
registered United States mail, return receipt requested, postage prepaid, addressed to the party at
the address set forth below, provided that notices to the Collateral Agent shall not be deemed
properly given unless actually received by the Collateral Agent at its office set forth below.




	 	 	 	 	 
	 

	 	Pledgor:
	 	ORBIMAGE Holdings, Inc.
	 

	 	 	 	21700 Atlantic Boulevard
	 

	 	 	 	Dulles, Virginia 20166
	 

	 	 	 	Attention:
	 

	 	 	 	Telecopy:
	 

	 	 	 	Telephone:
	 
	 	 	 	 
	 

	 	 	 	with copy to:
	 
	 	 	 	 
	 

	 	 	 	ORBIMAGE SI Opco Inc.
	 

	 	 	 	21700 Atlantic Boulevard
	 

	 	 	 	Dulles, Virginia 20166
	 

	 	 	 	Attention:
	 

	 	 	 	Telecopy:
	 

	 	 	 	Telephone:






 









 





-5-




	 	 	 	 	 
	 

	 	Securities	 	 
	 

	 	Intermediary:
	 	[                                      ]
	 

	 	 	 	[Address]
	 

	 	 	 	Attention:
	 

	 	 	 	Telecopy:
	 

	 	 	 	Telephone:
	 
	 	 	 	 
	 

	 	Collateral	 	 
	 

	 	Agent:
	 	[                               ]
	 

	 	 	 	[Address]
	 

	 	 	 	Attention:
	 

	 	 	 	Telecopy:
	 

	 	 	 	Telephone:






          Any party may change its address for notices in the manner set forth above.




          Section 12. Termination.




          (i) Except as otherwise provided in this Section 12, the obligations of the Securities
Intermediary hereunder and this Control Agreement shall continue in effect until the security
interests of the Collateral Agent in the Designated Accounts and any and all Account Property held
therein or credited thereto have been terminated pursuant to the terms of the Security Agreement
and the Collateral Agent has notified the Securities Intermediary of such termination in writing.




          (ii) The Securities Intermediary, acting alone, may terminate this Control Agreement at any
time and for any reason by written notice delivered to the Collateral Agent and the Pledgor not
less than thirty (30) days prior to the effective termination date.




          (iii) Prior to any termination of this Control Agreement pursuant to this Section 12, the
Securities Intermediary hereby agrees that it shall promptly take, at Pledgor’s sole cost and
expense, all reasonable actions necessary to facilitate the transfer of any Account Property in or
credited to the Designated Accounts as follows: (i) in the case of a termination of this Control
Agreement under Section 12(i), to the institution designated in writing by Pledgor; and
(ii) in all other cases, to the institution designated in writing by the Collateral Agent.




          Section 13. Fees and Expenses. The Securities Intermediary agrees to look solely to
the Pledgor for payment of any and all reasonable fees, costs, charges and expenses incurred or
otherwise relating to the Designated Accounts and services provided by the Securities Intermediary
hereunder (collectively, the “Account Expenses”), and the Pledgor agrees to pay such
Account Expenses to the Securities Intermediary within 30 days after receipt of a reasonably
detailed written invoice therefor. The Pledgor acknowledges and agrees that it shall be, and at
all times remains, solely liable to the Securities Intermediary for all Account Expenses.




          Section 14. Severability. If any term or provision set forth in this Control
Agreement shall be invalid or unenforceable, the remainder of this Control Agreement, other than
those provisions held




 









 





-6-



invalid or unenforceable, shall be construed in all respects as if such invalid or
unenforceable term or provision were omitted.




          Section 15. Counterparts. This Control Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any party hereto may
execute this Control Agreement by signing and delivering one or more counterparts.




     [signature page follows]



 









 





S-1




	 	 	 	 	 
	 	 	ORBIMAGE SI OPCO INC.,

as Pledgor
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK,

as Collateral Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	[                                                                        ],
	 	 	as Securities Intermediary
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






 









 





SCHEDULE I




Designated Account(s)





 










 








EXHIBIT 4




[Form of]




CONTROL AGREEMENT CONCERNING DEPOSIT ACCOUNTS




          This CONTROL AGREEMENT CONCERNING DEPOSIT ACCOUNTS (this “Control Agreement”), dated
as of
                    
___, 200___ by and among ORBIMAGE SI Opco Inc. (the “Pledgor”), The Bank of
New York, as Collateral Agent (the “Collateral
Agent”), and [       ]
(the “Bank”), is delivered pursuant to Section 3.4(b) of that certain security
agreement (as amended, amended and restated, supplemented or otherwise modified from time to time,
the “Security Agreement”), dated as of January 10, 2006, made by ORBIMAGE SI HOLDCO INC., a
Delaware corporation (“Holdco”) and ORBIMAGE SI OPCO INC., a Delaware corporation (the
“Borrower”), and the Guarantors from to time to time party hereto (the
“Guarantors”), as pledgors, assignors and debtors (Holdco and the Borrower, together with
the Guarantors, and together with any successors, the “Pledgors,” and each, a
“Pledgor”), in favor of The Bank of New York, in its capacity as collateral agent, as
pledge, assignee and secured party (in such capacities and together with any successors in such
capacities, the “Collateral Agent”). This Control Agreement is for the purpose of
perfecting the security interests of the Secured Parties granted by the Pledgor in the Designated
Accounts described below. All references herein to the “UCC” shall mean the Uniform Commercial
Code as in effect from time to time in the State of New York. Capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Security Agreement.




          Section 1. Confirmation of Establishment and Maintenance of Designated
Accounts. The Bank hereby confirms and agrees that (i) the Bank has established for the
Pledgor and maintains the deposit account(s) listed in Schedule I annexed hereto (such
account(s), together with each such other deposit account maintained by the Pledgor with the Bank
collectively, the “Designated Accounts” and each, a “Designated Account”), (ii)
each Designated Account will be maintained in the manner set forth herein until termination of this
Control Agreement, (iii) the Bank is a “bank,” as such term is defined in the UCC, (iv) this
Control Agreement is the valid and legally binding obligation of the Bank and (v) each Designated
Account is a “deposit account” as such term is defined in Article 9 of the UCC.




          Section 2. Control. The Pledgor hereby authorizes and directs the Bank to comply, and
the Bank hereby accepts such authorization and direction, and the Bank agrees that it shall comply
with instructions originated by the Collateral Agent without further consent of the Pledgor or any
person acting or purporting to act for the Pledgor being required, including, without limitation,
directing disposition of the funds in each Designated Account. The Bank shall also comply with
instructions directing the disposition of funds in each Designated Account originated by the
Pledgor or its authorized representatives until such time as the Collateral Agent delivers a Notice
of Sole Control pursuant to Section 8(i) hereof to the Bank. The Bank shall comply with,
and is fully entitled to rely upon, any instruction from the Collateral Agent, even if such
instruction is contrary to any instruction that the Pledgor may give or may have given to the Bank.




          Section 3. Subordination of Lien; Waiver of Set-Off. The Bank hereby agrees that any
security interest in, lien on, encumbrance, claim or (except as provided in the next sentence)
right of
setoff against, any Designated Account or any funds therein it now has or subsequently obtains
shall be subordinate to the security interest of the Collateral Agent in the Designated Accounts
and the funds therein or credited










 



-2-



thereto. The Bank agrees not to exercise any present or future
right of recoupment or set-off against any of the Designated Accounts or to assert against any of
the Designated Accounts any present or future security interest, banker’s lien or any other lien or
claim (including claim for penalties) that the Bank may at any time have against or in any of the
Designated Accounts or any funds therein; provided, however, that the Bank may set
off (i) all amounts due to the Bank in respect of its customary fees and expenses for the routine
maintenance and operation of the Designated Accounts, including overdraft fees, and (ii) the face
amount of any checks or other items which have been credited to any Designated Account but are
subsequently returned unpaid because of uncollected or insufficient funds).




          Section 4. Choice of Law. Both this Control Agreement and the Designated Accounts
shall be governed by the laws of the State of New York. Regardless of any provision in any other
agreement, for purposes of the UCC, New York shall be deemed to be the Bank’s jurisdiction and the
Designated Account(s) shall be governed by the law of the State of New York.




          Section 5. Conflict with Other Agreements; Amendments. As of the date hereof, there
are no other agreements entered into between the Bank and the Pledgor with respect to any
Designated Account or any funds credited thereto (other than standard and customary documentation
with respect to the establishment and maintenance of such Designated Accounts). The Bank and the
Pledgor will not enter into any other agreement with respect to any Designated Account unless the
Collateral Agent shall have received prior written notice thereof. The Bank and the Pledgor have
not and will not enter into any other agreement with respect to control of the Designated Accounts
or purporting to limit or condition the obligation of the Bank to comply with any orders or
instructions with respect to any Designated Account as set forth in Section 2 hereof
without the prior written consent of the Collateral Agent acting in its sole discretion. In the
event of any conflict with respect to control over any Designated Account between this Control
Agreement (or any portion hereof) and any other agreement now existing or hereafter entered into,
the terms of this Control Agreement shall prevail. No amendment or modification of this Control
Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in
writing and is signed by all the parties hereto.




          Section 6. Certain Agreements. As of the date hereof, the Bank has furnished to the
Collateral Agent the most recent account statement issued by the Bank with respect to each of the
Designated Accounts and the cash balances held therein. Each such statement accurately reflects
the assets held in such Designated Account as of the date thereof.




          Section 7. Notice of Adverse Claims. Except for the claims and interest of the
Secured Parties and of the Pledgor in the Designated Accounts, the Bank on the date hereof does not
know of any claim to, security interest in, lien on, or encumbrance against, any Designated Account
or in any funds credited thereto and does not know of any claim that any person or entity other
than the Collateral Agent has been given control (within the meaning of Section 9-104 of the UCC)
of any Designated Account or any such funds. If the Bank becomes aware that any person or entity
is asserting any lien, encumbrance, security interest or adverse claim (including any writ,
garnishment, judgment, warrant of attachment, execution or similar process or any claim of control)
against any funds in any Designated Account, the Bank shall promptly notify the Collateral Agent
and the Pledgor thereof.




          Section 8. Maintenance of Designated Accounts. In addition to the obligations of the
Bank in Section 2 hereof, the Bank agrees to maintain the Designated Accounts as follows:










 



-3-





     (i) Notice of Sole Control. If at any time the Collateral Agent delivers to
the Bank a notice instructing the Bank to terminate Pledgor’s access to any Designated
Account (the “Notice of Sole Control”), the Bank agrees that, after receipt of such
notice, it will take all instruction with respect to such Designated Account solely from the
Collateral Agent, terminate all instructions and orders originated by the Pledgor with
respect to the Designated Accounts or any funds therein, and cease taking instructions from
the Pledgor, including, without limitation, instructions for distribution or transfer of any
funds in any Designated Account.




     (ii) Statements and Confirmations. The Bank will promptly provide to the
Collateral Agent, upon request therefor from time to time a statement of the cash balance in
each Designated Account. The Bank shall not change the name or account number of any
Designated Account without the prior written consent of the Collateral Agent.



          Section 9. Successors; Assignment. The terms of this Control Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate
successors and permitted assignees.




          Section 10. Notices. Any notice, request or other communication required or permitted
to be given under this Control Agreement shall be in writing and deemed to have been properly given
when delivered in person, or when sent by telecopy or other electronic means and electronic
confirmation of error free receipt is received or two (2) days after being sent by certified or
registered United States mail, return receipt requested, postage prepaid, addressed to the party at
the address set forth below, provided that notices to the Collateral Agent shall not be deemed
properly given unless actually received by the Collateral Agent at its office set forth below.




	 	 	 	 	 
	 

	 	Pledgor:
	 	ORBIMAGE Holdings, Inc.
	 

	 	 	 	21700 Atlantic Boulevard
	 

	 	 	 	Dulles, Virginia 20166
	 

	 	 	 	Attention:
	 

	 	 	 	Telecopy:
	 

	 	 	 	Telephone:
	 
	 	 	 	 
	 

	 	 	 	with copy to:
	 
	 	 	 	 
	 

	 	 	 	ORBIMAGE SI Opco Inc.
	 

	 	 	 	21700 Atlantic Boulevard
	 

	 	 	 	Dulles, Virginia 20166
	 

	 	 	 	Attention:
	 

	 	 	 	Telecopy:
	 

	 	 	 	Telephone:












 



-4-


	 	 	 	 	 
	 

	 	Bank:
	 	[                    ]
	 

	 	 	 	[                    ]
	 

	 	 	 	[                    ]
	 

	 	 	 	Attention:
	 

	 	 	 	Telecopy:
	 

	 	 	 	Telephone:
	 
	 	 	 	 
	 

	 	Collateral	 	 
	 

	 	Agent:
	 	[                    ]
	 

	 	 	 	[Address]
	 

	 	 	 	Attention:
	 

	 	 	 	Telecopy:
	 

	 	 	 	Telephone:






          Any party may change its address for notices in the manner set forth above.




          Section 11. Termination.




          (i) Except as otherwise provided in this Section 11, the obligations of the Bank
hereunder and this Control Agreement shall continue in effect until the security interests of the
Collateral Agent in the Designated Accounts and any and all funds therein have been terminated
pursuant to the terms of the Security Agreement and the Collateral Agent has notified the Bank of
such termination in writing.




          (ii) The Bank, acting alone, may terminate this Control Agreement at any time and for any
reason by written notice delivered to the Collateral Agent and the Pledgor not less than thirty
(30) days prior to the effective termination date.




          (iii) Prior to any termination of this Control Agreement pursuant to this Section 11, the Bank
hereby agrees that it shall promptly take, at Pledgor’s sole cost and expense, all reasonable
actions necessary to facilitate the transfer of any funds in the Designated Accounts as follows:
(a) in the case of a termination of this Control Agreement under Section 11(i), to the
institution designated in writing by Pledgor; and (b) in all other cases, to the institution
designated in writing by the Collateral Agent.




          Section 12. Fees and Expenses. The Bank agrees to look solely to the Pledgor for
payment of any and all reasonable fees, costs, charges and expenses incurred or otherwise relating
to the Designated Accounts and services provided by the Bank hereunder (collectively, the
“Account Expenses”), and the Pledgor agrees to pay such Account Expenses to the Bank within
30 days after receipt of a reasonably detailed written invoice therefor. The Pledgor acknowledges
and agrees that it shall be, and at all times remains, solely liable to the Bank for all Account
Expenses.




          Section 13. Severability. If any term or provision set forth in this Control
Agreement shall be invalid or unenforceable, the remainder of this Control Agreement, other than
those provisions held invalid or unenforceable, shall be construed in all respects as if such
invalid or unenforceable term or provision were omitted.










 



-5-




          Section 14. Counterparts. This Control Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any party hereto may
execute this Control Agreement by signing and delivering one or more counterparts.



[signature page follows]










 



S-1

	 	 	 	 	 
	 	ORBIMAGE SI OPCO INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK,
as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	[                                        ],
as Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 











 



 


SCHEDULE I




Designated Account(s)










 



 


EXHIBIT 5




[Form of]




Copyright Security Agreement




          Copyright Security Agreement, dated as of January 10, 2006, by ORBIMAGE SI Holdco Inc. and
ORBIMAGE SI Opco Inc. (individually, a “Pledgor”, and, collectively, the
“Pledgors”), in favor of The Bank of New York, in its capacity as collateral agent pursuant
to the Credit Agreement (in such capacity, the “Collateral Agent”).




W i t n e s s e t h:




          Whereas, the Pledgors are party to a Security Agreement of even date herewith (the
“Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are
required to execute and deliver this Copyright Security Agreement;




          Now, Therefore, in consideration of the premises and to induce the Collateral Agent,
for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby
agree with the Collateral Agent as follows:




          SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the
Security Agreement and used herein have the meaning given to them in the Security Agreement.




          SECTION 2. Grant of Security Interest in Copyright Collateral. Each Pledgor hereby
pledges and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and
security interest in and to all of its right, title and interest in, to and under all the following
Pledged Collateral of such Pledgor:




          (a) Copyrights of such Pledgor listed on Schedule I attached hereto; and




          (b) all Proceeds of any and all of the foregoing (other than Excluded Property).




          SECTION 3. Security Agreement. The security interest granted pursuant to this
Copyright Security Agreement is granted in conjunction with the security interest granted to the
Collateral Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that
the rights and remedies of the Collateral Agent with respect to the security interest in the
Copyrights made and granted hereby are more fully set forth in the Security Agreement, the terms
and provisions of which are incorporated by reference herein as if fully set forth herein. In the
event that any provision of this Copyright Security Agreement is deemed to conflict with the
Security Agreement, the provisions of the Security Agreement shall control unless the Collateral
Agent shall otherwise determine.




          SECTION 4. Termination. Upon the payment in full of the Secured Obligations and
termination of the Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver
to the










 



-2-



Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant,
assignment, lien and security interest in the Copyrights under this Copyright Security Agreement.




          SECTION 5. Counterparts. This Copyright Security Agreement may be executed in any
number of counterparts, all of which shall constitute one and the same instrument, and any party
hereto may execute this Copyright Security Agreement by signing and delivering one or more
counterparts.



[signature page follows]










 



-3-




          In Witness Whereof, each Pledgor has caused this Copyright Security Agreement to be
executed and delivered by its duly authorized offer as of the date first set forth above.



	 	 	 	 	 
	 	Very truly yours,


ORBIMAGE SI HOLDCO INC.1

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	ORBIMAGE SI OPCO INC.2

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Accepted and Agreed:	 	 
	 
	 	 	 	 
	THE BANK OF NEW YORK,

as Collateral Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 








 




			
	1	 	This document needs only to be executed
by the Borrower and/or any Guarantor which owns a pledged Copyright.
	 
	2	 	This document needs only to be executed
by the Borrower and/or any Guarantor which owns a pledged Copyright.










 



-4-






SCHEDULE I

to

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS




Copyright Registrations:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	owner

	 	 	registration
number
	 	 	title	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





Copyright Applications:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	owner

	 	 	title
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 






 









 

\




EXHIBIT 6




[Form of]




Patent Security Agreement




          Patent Security Agreement, dated as of January 10, 2006, by ORBIMAGE SI Holco, Inc. and
ORBIMAGE SI Opco Inc. (individually, a “Pledgor” and, collectively, the
“Pledgors”), in favor of The Bank of New York, in its capacity as collateral agent pursuant
to the Credit Agreement (in such capacity, the “Collateral Agent”).




W i t n e s s e t h:




          Whereas, the Pledgors are party to a Security Agreement of even date herewith (the
“Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are
required to execute and deliver this Patent Security Agreement;




          Now, Therefore, in consideration of the premises and to induce the Collateral Agent,
for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby
agree with the Collateral Agent as follows:




          SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the
Security Agreement and used herein have the meaning given to them in the Security Agreement.




          SECTION 2. Grant of Security Interest in Patent Collateral. Each Pledgor hereby
pledges and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and
security interest in and to all of its right, title and interest in, to and under all the following
Pledged Collateral of such Pledgor:




          (a) Patents of such Pledgor listed on Schedule I attached hereto; and




          (b) all Proceeds of any and all of the foregoing (other than Excluded Property).




          SECTION 3. Security Agreement. The security interest granted pursuant to this Patent
Security Agreement is granted in conjunction with the security interest granted to the Collateral
Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights
and remedies of the Collateral Agent with respect to the security interest in the Patents made and
granted hereby are more fully set forth in the Security Agreement, the terms and provisions of
which are incorporated by reference herein as if fully set forth herein. In the event that any
provision of this Patent Security Agreement is deemed to conflict with the Security Agreement, the
provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise
determine.




          SECTION 4. Termination. Upon the payment in full of the Secured Obligations and
termination of the Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver
to the




 









 








  -2-



Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant,
assignment, lien and security interest in the Patents under this Patent Security Agreement.




          SECTION 5. Counterparts. This Patent Security Agreement may be executed in any number
of counterparts, all of which shall constitute one and the same instrument, and any party hereto
may execute this Patent Security Agreement by signing and delivering one or more counterparts.




[signature page follows]




 









 








  -3-




          In Witness Whereof, each Pledgor has caused this Patent Security Agreement to be
executed and delivered by its duly authorized offer as of the date first set forth above.




	 	 	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 	 	 
	 	 	ORBIMAGE SI OPCO INC.3
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 






Accepted and Agreed:




THE BANK OF NEW YORK,

as Collateral Agent




	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 








 




			
	3	 	This document needs only to be executed by the Borrower and/or any Guarantor which owns a pledged Patent.




 









 










  -4-




SCHEDULE I

to

PATENT SECURITY AGREEMENT

PATENT REGISTRATIONS AND PATENT APPLICATIONS




Patent Registrations:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	REGISTRATION	 	 	 	 	 	 
	 	OWNER	 	 	NUMBER	 	 	 	NAME	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 





Patent Applications:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	APPLICATION	 	 	 	 	 	 
	 	OWNER	 	 	NUMBER	 	 	 	NAME	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 





 









 






EXHIBIT 7




[Form of]




Trademark Security Agreement




          Trademark Security Agreement, dated as of January 10, 2006, by ORBIMAGE SI Holdco Inc. and
ORBIMAGE SI Opco Inc. (individually, a “Pledgor” and, collectively, the
“Pledgors”), in favor of The Bank of New York, in its capacity as collateral agent pursuant
to the Credit Agreement (in such capacity, the “Collateral Agent”).




W i t n e s s e t h:




          Whereas, the Pledgors are party to a Security Agreement of even date herewith (the
“Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are
required to execute and deliver this Trademark Security Agreement;




          Now, Therefore, in consideration of the premises and to induce the Collateral Agent,
for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby
agree with the Collateral Agent as follows:




          SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the
Security Agreement and used herein have the meaning given to them in the Security Agreement.




          SECTION 2. Grant of Security Interest in Trademark Collateral. Each Pledgor hereby
pledges and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and
security interest in and to all of its right, title and interest in, to and under all the following
Pledged Collateral of such Pledgor:




          (a) Trademarks of such Pledgor listed on Schedule I attached hereto;




          (b) all Goodwill associated with such Trademarks; and




          (c) all Proceeds of any and all of the foregoing (other than Excluded Property).




          SECTION 3. Security Agreement. The security interest granted pursuant to this
Trademark Security Agreement is granted in conjunction with the security interest granted to the
Collateral Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that
the rights and remedies of the Collateral Agent with respect to the security interest in the
Trademarks made and granted hereby are more fully set forth in the Security Agreement, the terms
and provisions of which are incorporated by reference herein as if fully set forth herein. In the
event that any provision of this Trademark Security Agreement is deemed to conflict with the
Security Agreement, the provisions of the Security Agreement shall control unless the Collateral
Agent shall otherwise determine.




 









 








  -2-




          SECTION 4. Termination. Upon the payment in full of the Secured Obligations and
termination of the Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver
to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant,
assignment, lien and security interest in the Trademarks under this Trademark Security Agreement.




          SECTION 5. Counterparts. This Trademark Security Agreement may be executed in any
number of counterparts, all of which shall constitute one and the same instrument, and any party
hereto may execute this Trademark Security Agreement by signing and delivering one or more
counterparts.




[signature page follows]




 









 








  -3-




          In Witness Whereof, each Pledgor has caused this Trademark Security Agreement to be
executed and delivered by its duly authorized offer as of the date first set forth above.




	 	 	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ORBIMAGE SI OPCO INC.4	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 






Accepted and Agreed:




THE BANK OF NEW YORK,

as Collateral Agent




	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 








 




			
	4	 	This document needs only to be executed by the Borrower and/or any Guarantor which owns a pledged Trademark.




 









 










  -4-




SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS




Trademark Registrations:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	REGISTRATION	 	 	 	 	 	 
	 	OWNER	 	 	NUMBER	 	 	 	TRADEMARK	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 





Trademark Applications:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	APPLICATION	 	 	 	 	 	 
	 	OWNER	 	 	NUMBER	 	 	 	TRADEMARK	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 





 









 






EXHIBIT 8




[Form of Acknowledgment]




Collateral Agent

[address]




          Reference is made to the Security Agreement dated as of January 10, 2006, made by ORBIMAGE SI
HOLDCO INC., a Delaware corporation (“Holdco”) and ORBIMAGE SI OPCO INC., a Delaware
corporation (the “Borrower”), and the Guarantors from to time to time party hereto (the
“Guarantors”), as pledgors, assignors and debtors (Holdco and the Borrower, together with
the Guarantors, and together with any successors, the “Pledgors,” and each, a
“Pledgor”), in favor of The Bank of New York, in its capacity as collateral agent, as
pledge, assignee and secured party (in such capacities and together with any successors in such
capacities, the “Collateral Agent”). By executing and delivering this acknowledgment the
undersigned hereby (i) agrees to be bound by all the terms and provisions of the Security Agreement
and (ii) appoints Collateral Agent as its collateral agent under the Security Agreement. Any
notices under the Security Agreement can be sent to the undersigned at its address set forth below.




          This acknowledgment shall be construed in accordance with and governed by the laws of the
State of New York.





                                                            



Date:                     




Address for Notices:




Acknowledged and agreed:



                                        

[Collateral Agent]