exv4w3






Exhibit 4.3




REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT dated October 9, 2009 (the “Agreement”) is entered into by
and among GeoEye Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1
hereto (the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”), Banc of America Securities
LLC, Jefferies & Company, Inc., Deutsche Bank Securities Inc., Canaccord Adams Inc., Dougherty &
Company LLC and SMH Capital Inc. (collectively, the “Initial Purchasers”).



     The Company, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement
dated September 23, 2009 (the “Purchase Agreement”), which provides for the sale by the Company to
the Initial Purchasers of $400,000,000 aggregate principal amount of the Company’s 9.625% Senior
Secured Notes due 2015 (the “Securities”) which will be guaranteed on a senior secured basis by
each of the Guarantors. As an inducement to the Initial Purchasers to enter into the Purchase
Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers and
their direct and indirect transferees the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the closing under the Purchase
Agreement.



     In consideration of the foregoing, the parties hereto agree as follows:



     1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:



     “Additional Guarantor” shall mean any subsidiary of the Company that executes a supplemental
indenture whereby such Subsidiary becomes a Guarantor under the Indenture after the date of this
Agreement.



     “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed.



     “Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.



     “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.



     “Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of Exchange
Securities for Registrable Securities pursuant to Section 2(a) hereof.



 









 





     “Exchange Offer Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof.



     “Exchange Offer Registration Statement” shall mean an exchange offer registration statement on
Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to
such registration statement, in each case including the Prospectus contained therein or deemed a
part thereof, all exhibits thereto and any document incorporated by reference therein.



     “Exchange Securities” shall mean senior secured notes issued by the Company and guaranteed by
the Guarantors under the Indenture containing terms identical to the Securities (except that the
Exchange Securities will not be subject to restrictions on transfer or to any increase in annual
interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities
in exchange for Securities pursuant to the Exchange Offer.



     “Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the
Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in
connection with the sale of the Securities or the Exchange Securities.



     “Guarantors” shall have the meaning set forth in the preamble and shall also include any
Guarantor’s successors and any Additional Guarantors.



     “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect transferees who become
owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and
5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.



     “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.



     “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.



     “Indenture” shall mean the Indenture relating to the Securities dated as of October 9, 2009
among the Company, the Guarantors and The Bank of New York Mellon, as trustee, and as the same may
be amended from time to time in accordance with the terms thereof.



     “Initial Purchasers” shall have the meaning set forth in the preamble.



     “Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof.



     “Issuer Information” shall have the meaning set forth in Section 5(a) hereof.



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     “JPMorgan” shall have the meaning set forth in the preamble.



     “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of
the outstanding Registrable Securities; provided that whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder, any Registrable
Securities owned directly or indirectly by the Company or any of its affiliates shall not be
counted in determining whether such consent or approval was given by the Holders of such required
percentage or amount; and provided, further, that if the Company shall issue any additional
Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the
effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable
Securities to which this Agreement relates shall be treated together as one class for purposes of
determining whether the consent or approval of Holders of a specified percentage of Registrable
Securities has been obtained.



     “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.



     “Person” shall mean an individual, partnership, limited liability company, corporation, trust
or unincorporated organization, or a government or agency or political subdivision thereof.



     “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations
of the Securities Act, deemed a part of, a Registration Statement, including any preliminary
prospectus, and any such prospectus as amended or supplemented by any prospectus supplement,
including a prospectus supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and
supplements to such prospectus, and in each case including any document incorporated by reference
therein.



     “Purchase Agreement” shall have the meaning set forth in the preamble.



     “Registrable Securities” shall mean the Securities; provided that the Securities shall cease
to be Registrable Securities (i) when a Registration Statement with respect to such Securities has
become effective under the Securities Act and such Securities have been exchanged or disposed of
pursuant to such Registration Statement, (ii) when such Securities have been sold pursuant to Rule
144 under the Securities Act under circumstances in which any legend borne by the Securities
relating to restrictions on transferability thereof is removed or (iii) when such Securities cease
to be outstanding.



     “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Guarantors with this Agreement, including without limitation: (i)
all SEC, stock exchange or Financial Industry Regulatory Authority registration and filing fees,
(ii) all fees and expenses incurred in connection with compliance with state securities or blue sky
laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in
connection with blue sky



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qualification of any Exchange Securities or Registrable Securities), (iii) all expenses of any
Persons in preparing or assisting in preparing, word processing, printing and distributing any
Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or
supplements thereto, any underwriting agreements, securities sales agreements or other similar
agreements and any other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the
qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of
the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the
Guarantors and, in the case of a Shelf Registration Statement, the fees and disbursements of one
counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel
may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of all
independent public accountants of the Company and the Guarantors, including the expenses of any
special audits or “comfort” letters required by or incident to the performance of and compliance
with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than
fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and
commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition
of Registrable Securities by a Holder.



     “Registration Statement” shall mean any registration statement of the Company and the
Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the
provisions of this Agreement and all amendments and supplements to any such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein or
deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.



     “SEC” shall mean the United States Securities and Exchange Commission.



     “Securities” shall have the meaning set forth in the preamble.



     “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.



     “Shelf Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof.



     “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.



     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.



     “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and
the Guarantors that covers all or a portion of the Registrable Securities (but no other securities
unless approved by a majority of the Holders whose Registrable



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Securities are to be covered by such Shelf Registration Statement) on an appropriate form
under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and
all amendments and supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein or deemed a part thereof, all exhibits
thereto and any document incorporated by reference therein.



     “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.



     “Subsidiary Guarantees” shall mean the guarantees of the Securities and Exchange Securities by
the Guarantors under the Indenture.



     “Staff” shall mean the staff of the SEC.



     “Target Registration Date” shall have the meaning set forth in Section 2(d) hereof.



     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to
time.



     “Trustee” shall mean the trustee with respect to the Securities under the Indenture.



     “Underwriter” shall have the meaning set forth in Section 3(e) hereof.



     “Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public.



     2. Registration Under the Securities Act. (a) To the extent not prohibited by any
applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use
their reasonable best efforts to (i) cause to be filed on or prior to July 6, 2010 an Exchange
Offer Registration Statement covering an offer to the Holders to exchange all the Registrable
Securities for Exchange Securities and (ii) have such Registration Statement remain effective until
180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. The
Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer
Registration Statement is declared effective by the SEC and use their reasonable best efforts to
complete the Exchange Offer not later than 60 days after such effective date.



     The Company and the Guarantors shall commence the Exchange Offer by mailing the related
Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder
stating, in addition to such other disclosures as are required by applicable law, substantially the
following:




	(i)	 	that the Exchange Offer is being made pursuant to this Agreement and that all Registrable
Securities validly tendered and not properly withdrawn will be accepted for exchange;




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	(ii)	 	the dates of acceptance for exchange (which shall be a period of at least 20 Business Days
from the date such notice is mailed) (the “Exchange Dates”);
	 
	(iii)	 	that any Registrable Security not tendered will remain outstanding and continue to accrue
interest but will not retain any rights under this Agreement, except as otherwise specified
herein;
	 
	(iv)	 	that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange
Offer will be required to (A) surrender such Registrable Security, together with the
appropriate letters of transmittal, to the institution and at the address (located in the
Borough of Manhattan, The City of New York) and in the manner specified in the notice, or (B)
effect such exchange otherwise in compliance with the applicable procedures of the depositary
for such Registrable Security, in each case prior to the close of business on the last
Exchange Date; and
	 
	(v)	 	that any Holder will be entitled to withdraw its election, not later than the close of
business on the last Exchange Date, by (A) sending to the institution and at the address
(located in the Borough of Manhattan, The City of New York) specified in the notice, a
telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the
principal amount of Registrable Securities delivered for exchange and a statement that such
Holder is withdrawing its election to have such Securities exchanged or (B) effecting such
withdrawal in compliance with the applicable procedures of the depositary for the Registrable
Securities.





     As a condition to participating in the Exchange Offer, a Holder will be required to represent
to the Company and the Guarantors that (i) any Exchange Securities to be received by it will be
acquired in the ordinary course of its business, (ii) at the time of the commencement of the
Exchange Offer it has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of
the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule
405 under the Securities Act) of the Company or any Guarantor and (iv) if such Holder is a
broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable
Securities that were acquired as a result of market-making or other trading activities, then such
Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus
to purchasers) in connection with any resale of such Exchange Securities.



     As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:




	(i)	 	accept for exchange Registrable Securities or portions thereof validly tendered and not
properly withdrawn pursuant to the Exchange Offer; and
	 
	(ii)	 	deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities
or portions thereof so accepted for exchange by the Company and




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	 	 	issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange
Securities equal in principal amount to the principal amount of the Registrable Securities
tendered by such Holder.





     The Company and the Guarantors shall use their reasonable best efforts to complete the
Exchange Offer as provided above and shall comply with the applicable requirements of the
Securities Act, the Exchange Act and other applicable laws and regulations in connection with the
Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the
Exchange Offer does not violate any applicable law or applicable interpretations of the Staff.



     (b) In the event that (i) the Company and the Guarantors determine that the Exchange Offer
Registration provided for in Section 2(a) above is not available or may not be completed as soon as
practicable after the last Exchange Date because it would violate any applicable law or applicable
interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by
October 29, 2010 or (iii) upon receipt of a written request (a “Shelf Request”) within 20 days
after the last Exchange Date from any Initial Purchaser representing that it holds Registrable
Securities that are or were ineligible to be exchanged in the Exchange Offer, the Company and the
Guarantors shall use their reasonable best efforts to cause to be filed as soon as practicable
after such determination, date or Shelf Request, as the case may be, a Shelf Registration Statement
providing for the sale of all the Registrable Securities by the Holders thereof and to have such
Shelf Registration Statement become effective.



     In the event that the Company and the Guarantors are required to file a Shelf Registration
Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall
use their reasonable best efforts to file and have become effective both an Exchange Offer
Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a
Shelf Registration Statement (which may be a combined Registration Statement with the Exchange
Offer Registration Statement) with respect to offers and sales of Registrable Securities held by
the Initial Purchasers after completion of the Exchange Offer.



     The Company and the Guarantors agree to use their reasonable best efforts to keep the Shelf
Registration Statement continuously effective until all the Registrable Securities covered by the
Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or
otherwise cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and
the Guarantors further agree to supplement or amend the Shelf Registration Statement, the related
Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf Registration Statement or by
the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a
Holder of Registrable Securities with respect to information relating to such Holder, and to use
their reasonable best efforts to cause any such amendment to become effective, if required, and
such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to
become usable as soon as thereafter practicable. The



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Company and the Guarantors agree to furnish to the Holders of Registrable Securities copies of
any such supplement or amendment promptly after its being used or filed with the SEC.



     (c) The Company and the Guarantors shall pay all Registration Expenses in connection with any
registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all
underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating
to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf
Registration Statement.



     (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be
deemed to have become effective unless it has been declared effective by the SEC. A Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC or is automatically effective upon filing with the
SEC as provided by Rule 462 under the Securities Act.



     In the event that either the Exchange Offer is not completed or the Shelf Registration
Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, has not become
effective on or prior to October 29, 2010 (the “Target Registration Date”), the interest rate on
the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period
immediately following the Target Registration Date and (ii) an additional 0.25% per annum with
respect to each subsequent 90-day period, in each case until the Exchange Offer is completed or the
Shelf Registration Statement, if required hereby, becomes effective, up to a maximum increase of
1.00% per annum. In the event that the Company receives one or more Shelf Requests pursuant to
Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby does not
become effective by the later of (x) October 29, 2010 or (y) 90 days after the delivery of the last
such Shelf Request (or, if the Shelf Registration Statement is reviewed by the SEC, 120 days after
the delivery of such Shelf Request, provided that the Company shall use commercially reasonable
efforts to cause the Shelf Registration Statement to become effective within 90 days after the
delivery of such Shelf Request) (such later date, the “Shelf Additional Interest Date”), then the
interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first
90 day period payable commencing from one day after the Shelf Additional Interest Date and (ii) an
additional 0.25% per annum with respect to each subsequent 90 day period in each case until the
Shelf Registration Statement becomes effective or the Securities become freely tradable under the
Securities Act, up to a maximum increase of 1.00% per annum.



     If the Shelf Registration Statement, if required hereby, has become effective and thereafter
either ceases to be effective or the Prospectus contained therein ceases to be usable, in each case
whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and
such failure to remain effective or usable exists for more than 30 days (whether or not
consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be
increased by 1.00% per annum commencing on the



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31st day in such 12-month period and ending on such date that the Shelf Registration
Statement has again become effective or the Prospectus again becomes usable.




     (e) Without limiting the remedies available to the Initial Purchasers and the Holders, the
Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply
with their obligations under Section 2(a) and Section 2(b) hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy
at law, that it will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may
be required to specifically enforce the Company’s and the Guarantors’ obligations under Section
2(a) and Section 2(b) hereof.



     3. Registration Procedures. (a) In connection with their obligations pursuant to
Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall:



     (i) prepare and file with the SEC a Registration Statement on the appropriate form under the
Securities Act, which form (x) shall be selected by the Company and the Guarantors, (y) shall, in
the case of a Shelf Registration, be available for the sale of the Registrable Securities by the
Holders thereof and (z) shall comply as to form in all material respects with the requirements of
the applicable form and include all financial statements required by the SEC to be filed therewith;
and use their reasonable best efforts to cause such Registration Statement to become effective and
remain effective for the applicable period in accordance with Section 2 hereof;



     (ii) prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement effective for the
applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented
by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act; and keep each Prospectus current during the period described in Section
4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or
dealers with respect to the Registrable Securities or Exchange Securities;



     (iii) to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing
Prospectus that is required to be filed by the Company or the Guarantors with the SEC in accordance
with the Securities Act and to retain any Free Writing Prospectus not required to be filed;



     (iv) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to
counsel for the Initial Purchasers, to counsel for such Holders and to each Underwriter of an
Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each
Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement
thereto, as such Holder, counsel or Underwriter may reasonably request in order to facilitate the
sale or other disposition of the Registrable Securities thereunder; and the Company and the
Guarantors consent to the use of such Prospectus, preliminary prospectus or such Free Writing
Prospectus and any



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amendment or supplement thereto in accordance with applicable law by each of the Holders of
Registrable Securities and any such Underwriters in connection with the offering and sale of the
Registrable Securities covered by and in the manner described in such Prospectus, preliminary
prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance
with applicable law;



     (v) use their reasonable best efforts to register or qualify the Registrable Securities under
all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable
Securities covered by a Registration Statement shall reasonably request in writing by the time the
applicable Registration Statement becomes effective; cooperate with such Holders in connection with
any filings required to be made with the Financial Industry Regulatory Authority; and do any and
all other acts and things that may be reasonably necessary or advisable to enable each Holder to
complete the disposition in each such jurisdiction of the Registrable Securities owned by such
Holder; provided that neither the Company nor any Guarantor shall be required to (1)
qualify as a foreign corporation or other entity or as a dealer in securities in any such
jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent
to service of process in any such jurisdiction or (3) subject itself to taxation in any such
jurisdiction if it is not so subject;



     (vi) notify counsel for the Initial Purchasers and, in the case of a Shelf Registration,
notify each Holder of Registrable Securities and counsel for such Holders promptly and, if
requested by any such Holder or counsel, confirm such advice in writing (1) when a Registration
Statement has become effective, when any post-effective amendment thereto has been filed and
becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement
to the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC or
any state securities authority for amendments and supplements to a Registration Statement,
Prospectus or any Free Writing Prospectus or for additional information after the Registration
Statement has become effective, (3) of the issuance by the SEC or any state securities authority of
any stop order suspending the effectiveness of a Registration Statement or the initiation of any
proceedings for that purpose, including the receipt by the Company of any notice of objection of
the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto
pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date
of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered
thereby, the representations and warranties of the Company or any Guarantor contained in any
underwriting agreement, securities sales agreement or other similar agreement, if any, relating to
an offering of such Registrable Securities cease to be true and correct in all material respects or
if the Company or any Guarantor receives any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, (5) of the happening of any event during the period a Registration
Statement is effective that makes any statement made in such Registration Statement or the related
Prospectus or any Free Writing Prospectus untrue in any material respect or that requires the
making of any changes in such Registration Statement or Prospectus or any Free Writing Prospectus
in order to make the statements therein not misleading and



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(6) of any determination by the Company or any Guarantor that a post-effective amendment to a
Registration Statement or any amendment or supplement to the Prospectus or any Free Writing
Prospectus would be appropriate;




     (vii) use their reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution
of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an amendment to such
Shelf Registration Statement on the proper form, at the earliest possible moment and provide
immediate notice to each Holder of the withdrawal of any such order or such resolution;



     (viii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities,
without charge, at least one conformed copy of each Registration Statement and any post-effective
amendment thereto (without any documents incorporated therein by reference or exhibits thereto,
unless requested); provided, however, that any such document’s availability on the SEC’s Electronic
Data Gathering Analysis and Retrieval System database shall satisfy such obligation;



     (ix) in the case of a Shelf Registration, cooperate with the Holders of Registrable Securities
to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be sold and not bearing any restrictive legends and enable such Registrable
Securities to be issued in such denominations and registered in such names (to the extent that the
delivery of securities is consistent with the provisions of the Indenture) as such Holders may
reasonably request at least two Business Days prior to the closing of any sale of Registrable
Securities;



     (x) in the case of a Shelf Registration, upon the occurrence of any event contemplated by
Section 3(a)(vi)(5) hereof, use their reasonable best efforts to prepare and file with the SEC a
supplement or post-effective amendment to such Shelf Registration Statement or the related
Prospectus or any Free Writing Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered (or, to the extent permitted by law,
made available) to purchasers of the Registrable Securities, such Prospectus or Free Writing
Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and the Company and the Guarantors shall notify the
Holders of Registrable Securities to suspend use of the Prospectus or any Free Writing Prospectus
as promptly as practicable after the occurrence of such an event, and such Holders hereby agree to
suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company
and the Guarantors have amended or supplemented the Prospectus or the Free Writing Prospectus, as
the case may be, to correct such misstatement or omission;



     (xi) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any
Free Writing Prospectus, any amendment to a Registration Statement or amendment or supplement to a
Prospectus or a Free Writing Prospectus or of any



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document that is to be incorporated by reference into a Registration Statement, a Prospectus
or a Free Writing Prospectus after initial filing of a Registration Statement, provide copies of
such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, to the Holders of Registrable Securities and their counsel) and make such of the
representatives of the Company and the Guarantors as shall be reasonably requested by the Initial
Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of
Registrable Securities or their counsel) available for discussion of such document at reasonable
times and upon reasonable prior notice; and the Company and the Guarantors shall not, at any time
after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing
Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus or a Free
Writing Prospectus, or any document that is to be incorporated by reference into a Registration
Statement, a Prospectus or a Free Writing Prospectus, of which the Initial Purchasers and their
counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities
and their counsel) shall not have previously been advised and furnished a copy or to which the
Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the
Holders of Registrable Securities or their counsel) shall reasonably object;



     (xii) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case
may be, not later than the initial effective date of a Registration Statement;



     (xiii) cause the Indenture to be qualified under the Trust Indenture Act in connection with
the registration of the Exchange Securities or Registrable Securities, as the case may be;
cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be
required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture
Act; and execute, and use their reasonable best efforts to cause the Trustee to execute, all
documents as may be required to effect such changes and all other forms and documents required to
be filed with the SEC to enable the Indenture to be so qualified in a timely manner;



     (xiv) in the case of a Shelf Registration, make available for inspection by a representative
of the Holders of the Registrable Securities (an “Inspector”), any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated
by a majority of the Holders of Registrable Securities to be included in such Shelf Registration
and any attorneys and accountants designated by such Underwriter, at reasonable times and in a
reasonable manner, all pertinent financial and other records, documents and properties of the
Company and its subsidiaries, and use reasonable efforts to cause the respective officers,
directors and employees of the Company and the Guarantors to supply all information reasonably
requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf
Registration Statement, in each case, as is customary for similar “due diligence” examinations in
the context of underwritten offerings; provided that any information that is provided by
the Company shall be kept confidential by such persons, unless disclosure thereof is made in
connection with a court, administrative or regulatory



12









 







proceeding or required by law, or such information is or has become available to the public
generally through the Company or through a third party without, to such person’s knowledge, an
accompanying obligation of confidentiality, or the Company consents to the non-confidential
treatment of such information;



     (xv) in the case of a Shelf Registration, use their reasonable best efforts to cause all
Registrable Securities to be listed on any securities exchange or any automated quotation system on
which similar securities issued or guaranteed by the Company or any Guarantor are then listed if
requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable
listing requirements;



     (xvi) if reasonably requested by any Holder of Registrable Securities covered by a Shelf
Registration Statement, promptly include in a Prospectus supplement or post-effective amendment
such information with respect to such Holder as such Holder reasonably requests to be included
therein in accordance with the terms of this Agreement and make all required filings of such
Prospectus supplement or such post-effective amendment as soon as the Company has received
notification of the matters to be so included in such filing;



     (xvii) in the case of a Shelf Registration, enter into such customary agreements and take all
such other actions in connection therewith (including those requested by the Holders of a majority
in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in
order to expedite or facilitate the disposition of such Registrable Securities including, but not
limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such
representations and warranties to the Holders and any Underwriters of such Registrable Securities
with respect to the business of the Company and its subsidiaries and the Registration Statement,
Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed
incorporated by reference, if any, in each case, in form, substance and scope as are customarily
made by issuers to underwriters in underwritten offerings and confirm the same if and when
requested, (2) obtain opinions of counsel to the Company and the Guarantors (which counsel and
opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such
Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of
Registrable Securities, covering the matters customarily covered in opinions requested in
underwritten offerings, (3) obtain “comfort” letters from the independent certified public
accountants of the Company and the Guarantors (and, if necessary, any other certified public
accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the
Company or any Guarantor for which financial statements and financial data are or are required to
be included in the Registration Statement) addressed to each selling Holder (to the extent
permitted by applicable professional standards) and Underwriter of Registrable Securities, such
letters to be in customary form and covering matters of the type customarily covered in “comfort”
letters in connection with underwritten offerings, including but not limited to financial
information contained in any preliminary prospectus, Prospectus or Free Writing Prospectus and (4)
deliver such documents and certificates as may be reasonably requested by the Holders of a majority
in principal amount of the Registrable Securities



13









 







being sold or the Underwriters, and which are customarily delivered in underwritten offerings,
to evidence the continued validity of the representations and warranties of the Company and the
Guarantors made pursuant to clause (1) above and to evidence compliance with any customary
conditions contained in an underwriting agreement; and



     (xviii) until the Company and the Guarantors shall have complied with all of their obligations
under Section 2 of this Agreement, cause each Additional Guarantor upon the creation or acquisition
by the Company of such Additional Guarantor, to execute a counterpart to this Agreement in the form
attached hereto as Annex A and to deliver such counterpart, together with an opinion of counsel as
to the enforceability thereof against such entity, to the Initial Purchasers no later than five
Business Days following the execution thereof.



     (b) In the case of a Shelf Registration Statement, the Company may require each Holder of
Registrable Securities to furnish to the Company such information regarding such Holder and the
proposed disposition by such Holder of such Registrable Securities as the Company and the
Guarantors may from time to time reasonably request in writing.



     (c) In the case of a Shelf Registration Statement, each Holder of Registrable Securities
covered in such Shelf Registration Statement agrees that, upon receipt of any notice from the
Company and the Guarantors of the happening of any event of the kind described in Section
3(a)(vi)(3) or 3(a)(vi)(5) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of
the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated
by Section 3(a)(x) hereof and, if so directed by the Company and the Guarantors, such Holder will
deliver to the Company and the Guarantors all copies in its possession, other than permanent file
copies then in such Holder’s possession, of the Prospectus and any Free Writing Prospectus covering
such Registrable Securities that is current at the time of receipt of such notice, and the Company
may exclude from such registration the Registrable Securities of any Holder that unreasonably fails
to furnish such information within 20 Business Days after receiving such request, without prejudice
to that Holder’s right to request participation in subsequent amendments to or filings of a Shelf
Registration Statement.



     (d) If the Company and the Guarantors shall give any notice to suspend the disposition of
Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall
extend the period during which such Registration Statement shall be maintained effective pursuant
to this Agreement by the number of days during the period from and including the date of the giving
of such notice to and including the date when the Holders of such Registrable Securities shall have
received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary
to resume such dispositions. The Company and the Guarantors may give any such notice only twice
during any 365-day period and any such suspensions shall not exceed 30 days for each suspension and
there shall not be more than two suspensions in effect during any 365-day period.



14









 





     (e) The Holders of Registrable Securities covered by a Shelf Registration Statement who desire
to do so may sell such Registrable Securities in an Underwritten Offering. In any such
Underwritten Offering, the investment bank or investment banks and manager or managers (each an
“Underwriter”) that will administer the offering will be selected by the Holders of a majority in
principal amount of the Registrable Securities included in such offering, subject to the approval
of the Company, which approval shall not be unreasonably withheld.



     4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the
position that any broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of
market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an
“underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such Exchange Securities.



     The Company and the Guarantors understand that it is the Staff’s position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating Broker-Dealers may
resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their
prospectus delivery obligation under the Securities Act in connection with resales of Exchange
Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of
the Securities Act.



     (b) In light of the above, and notwithstanding the other provisions of this Agreement, the
Company and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange
Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such
period may be extended pursuant to Section 3(d) of this Agreement), in order to expedite or
facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent
with the positions of the Staff recited in Section 4(a) above. The Company and the Guarantors
further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or,
to the extent permitted by law, make available) during such period in connection with the resales
contemplated by this Section 4.



     (c) The Initial Purchasers shall have no liability to the Company, any Guarantor or any Holder
with respect to any request that they may make pursuant to Section 4(b) above.



     5. Indemnification and Contribution. (a) The Company and each Guarantor, jointly and
severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their
respective affiliates, directors and officers and each Person, if any, who controls any Initial
Purchaser or any Holder within the meaning of Section 15 of the



15









 







Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims,
damages and liabilities (including, without limitation, legal fees and other reasonable expenses
incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and
expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue
statement or alleged untrue statement of a material fact contained in any Registration Statement or
any omission or alleged omission to state therein a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, or (2) any untrue statement or
alleged untrue statement of a material fact contained in any Prospectus, any Free Writing
Prospectus or any “issuer information” (“Issuer Information”) filed or required to be filed
pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state
therein a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case except insofar as such
losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in conformity with any
information relating to any Initial Purchaser or information relating to any Holder furnished to
the Company in writing through JPMorgan or any selling Holder, respectively, expressly for use
therein. In connection with any Underwritten Offering permitted by Section 3, the Company and the
Guarantors, jointly and severally, will also indemnify the Underwriters, if any, selling brokers,
dealers and similar securities industry professionals participating in the distribution, their
respective affiliates and each Person who controls such Persons (within the meaning of the
Securities Act and the Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any Registration Statement, any
Prospectus, any Free Writing Prospectus or any Issuer Information.



     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Guarantors, the Initial Purchasers and the other selling Holders, the directors of the Company
and the Guarantors, each officer of the Company and the Guarantors who signed the Registration
Statement and each Person, if any, who controls the Company, the Guarantors, any Initial Purchaser
and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only
with respect to any losses, claims, damages or liabilities that arise out of, or are based upon,
any untrue statement or omission or alleged untrue statement or omission made in reliance upon and
in conformity with any information relating to such Holder furnished to the Company in writing by
such Holder expressly for use in any Registration Statement, any Prospectus and any Free Writing
Prospectus.



          (c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”)
shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have under this Section 5 except to the extent that it
has been



16









 






materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure;
and provided, further, that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person otherwise than under this
Section 5. If any such proceeding shall be brought or asserted against an Indemnified Person and
it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain
counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and
any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may
designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay
the fees and expenses of such counsel related to such proceeding, as incurred. In any such
proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the
Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the
Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory
to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there
may be legal defenses available to it that are different from or in addition to those available to
the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded
parties) include both the Indemnifying Person and the Indemnified Person and representation of both
parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the Indemnifying Person shall not, in connection
with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for all Indemnified
Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control
Persons of such Initial Purchaser shall be designated in writing by JPMorgan, (y) for any Holder,
its directors and officers and any control Persons of such Holder shall be designated in writing by
the Majority Holders and (z) in all other cases shall be designated in writing by the Company. The
Indemnifying Person shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent or if there be a final judgment for the
plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any
loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing
sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person
reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this
paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 45 days after receipt
by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have
reimbursed the Indemnified Person in accordance with such request within 30 days after the date of
such settlement. No Indemnifying Person shall, without the written consent of the Indemnified
Person, effect any settlement of any pending or threatened proceeding in respect of which any
Indemnified Person is or could have been a party and indemnification could have been sought
hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release
of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified
Person, from all liability on claims that are the subject matter of such proceeding and (y) does
not include


17









 






any statement as to or any admission of fault, culpability or a failure to act by or on behalf of
any Indemnified Person.




     (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an
Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company and the
Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by
the Holders from receiving Securities or Exchange Securities registered under the Securities Act,
on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the
Holders on the other in connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company and the Guarantors on the one hand and the Holders on the other shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company and the Guarantors or by the Holders and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission.



     (e) The Company, the Guarantors and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 5 were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or by any other method of
allocation that does not take account of the equitable considerations referred to in paragraph (d)
above. The amount paid or payable by an Indemnified Person as a result of the losses, claims,
damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in
connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no
event shall a Holder be required to contribute any amount in excess of the amount by which the
total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount
of any damages that such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’
obligations to contribute pursuant to this Section 5 are several and not joint.



     (f) The remedies provided for in this Section 5 are not exclusive and shall not limit any
rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.



18









 





     (g) The indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person
controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the
Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors,
(iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities
pursuant to a Shelf Registration Statement.



     6. General.



     (a) No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree
that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of any other outstanding securities issued or
guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company
nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any
agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof.



     (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company and the Guarantors have obtained the
written consent of Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement, waiver or consent;
provided that no amendment, modification, supplement, waiver or consent to any departure
from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable
Securities unless consented to in writing by such Holder. Any amendments, modifications,
supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by
each of the parties hereto.



     (c) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, registered first-class mail (return receipt requested), telex,
telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current
address given by such Holder to the Company by means of a notice given in accordance with the
provisions of this Section 6(c), which address initially is, with respect to the Initial
Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Company and the
Guarantors, initially at the Company’s address set forth in the Purchase Agreement and thereafter
at such other address, notice of which is given in accordance with the provisions of this Section
6(c); and (iii) to such other persons at their respective addresses as provided in the Purchase
Agreement and thereafter at such other address, notice of which is given in accordance with the
provisions of this Section 6(c). All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is
acknowledged, if telecopied; and on the next



19









 







Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of
all such notices, demands or other communications shall be concurrently delivered by the Person
giving the same to the Trustee, at the address specified in the Indenture.



     (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors, assigns and transferees of each of the parties, including, without limitation and
without the need for an express assignment, subsequent Holders; provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee
of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement,
and by taking and holding such Registrable Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of this Agreement and
such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their
capacity as Initial Purchasers) shall have no liability or obligation to the Company or the
Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of,
any of the obligations of such Holder under this Agreement.



     (e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the
agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial
Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.



     (f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement. Delivery of
an executed signature page by facsimile transmission or other electronic imaging means shall be as
effective as delivery of a manually executed counterpart of this Agreement.



     (g) Headings. The headings in this Agreement are for convenience of reference only, are not a
part of this Agreement and shall not limit or otherwise affect the meaning hereof.



     (h) Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.



     (j) Entire Agreement; Severability. This Agreement contains the entire agreement between the
parties relating to the subject matter hereof and supersedes all oral statements and prior writings
with respect thereto. If any term, provision, covenant or restriction contained in this Agreement
is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public
policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall
remain in full force and



20









 







effect and shall in no way be affected, impaired or invalidated. The Company, the Guarantors
and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void
or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.



21









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 
	 	 	GEOEYE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/  Joseph F. Greeves	 	 
	 

	 	 	 	 

Title:  Executive Vice President and
         
 Chief Financial Officer
	 	 
	 
	 	 	 	 	 	 
	 	 	ORBIMAGE Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/  William L. Warren	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President, General
Counsel and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	ORBIMAGE SI Holdco Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/  William L. Warren	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	ORBIMAGE SI Opco Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/  William L. Warren	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	i5, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/  William L. Warren	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President and Secretary	 	 






22









 






	 	 	 	 	 	 	 
	 	 	MJ Harden Associates, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/  William L. Warren	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	ORBIMAGE License Corp.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/  William L. Warren	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President and Secretary	 	 






Confirmed and accepted as of the date first above written:




J.P. MORGAN SECURITIES INC.




For itself and on behalf of the

several Initial Purchasers




	 	 	 	 	 
	By
	 	/s/  Jay Steinberg	 	 
	 

	 	 

Authorized Signatory
	 	 






23









 





Annex A




Counterpart to Registration Rights Agreement




     The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as
defined in the Registration Rights Agreement, dated as of October 9, 2009 by and among GeoEye,
Inc., a Delaware corporation, the guarantors party thereto and J.P. Morgan Securities Inc., on
behalf of itself and the other Initial Purchasers) to be bound by the terms and provisions of such
Registration Rights Agreement.



     IN WITNESS WHEREOF, the undersigned has executed this counterpart as of                                         .



	 	 	 	 	 
	 	[NAME]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 




24









 





Schedule 1




List of Guarantors




ORBIMAGE Inc.

ORBIMAGE SI Holdco Inc.

ORBIMAGE SI Opco Inc.

i5, Inc.

MJ Harden Associates, Inc.

ORBIMAGE License Corp.





25