exv4w1






Exhibit 4.1




GEOEYE, INC.

as Issuer




The Subsidiary Guarantors named on the signature pages hereto




9.625% Senior Secured Notes due 2015




 






INDENTURE




Dated as of October 9, 2009




 






THE BANK OF NEW YORK MELLON,

as Trustee and as Collateral Agent




 






 









 








Table of Contents




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Other Definitions
	 	 	26	 
	Section 1.03 Incorporation by Reference of Trust Indenture Act
	 	 	28	 
	Section 1.04 Rules of Construction
	 	 	28	 
	 
	 	 	 	 
	ARTICLE 2

THE NOTES

	 
	 	 	 	 
	Section 2.01 Amount of Notes
	 	 	29	 
	Section 2.02 Form and Dating
	 	 	30	 
	Section 2.03 Execution and Authentication
	 	 	30	 
	Section 2.04 Registrar and Paying Agent
	 	 	31	 
	Section 2.05 Paying Agent to Hold Money in Trust
	 	 	31	 
	Section 2.06 Holder Lists
	 	 	32	 
	Section 2.07 Transfer and Exchange
	 	 	32	 
	Section 2.08 Replacement Notes
	 	 	32	 
	Section 2.09 Outstanding Notes
	 	 	33	 
	Section 2.10 Temporary Notes
	 	 	34	 
	Section 2.11 Cancellation
	 	 	34	 
	Section 2.12 Defaulted Interest
	 	 	34	 
	Section 2.13 CUSIP Numbers, ISINs, etc
	 	 	34	 
	 
	 	 	 	 
	ARTICLE 3

REDEMPTION

	 
	 	 	 	 
	Section 3.01 Redemption at Option of Issuer
	 	 	34	 
	Section 3.02 Optional Redemption Upon Equity Offerings
	 	 	35	 
	Section 3.03 Method and Effect of Redemption
	 	 	35	 
	Section 3.04 Deposit of Redemption Price
	 	 	37	 
	Section 3.05 Mandatory Redemption
	 	 	37	 
	 
	 	 	 	 
	ARTICLE 4

COVENANTS

	 
	 	 	 	 
	Section 4.01 Payment of Notes
	 	 	37	 
	Section 4.02 Reports and Other Information
	 	 	38	 
	Section 4.03 Incurrence of Indebtedness and Issuance of Preferred Stock
	 	 	39	 
	Section 4.04 Restricted Payments
	 	 	43	 
	Section 4.05 Dividend and Other Payment Restrictions Affecting Subsidiaries
	 	 	48	 
	Section 4.06 Asset Sales and Events of Loss
	 	 	50	 






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	 	 	Page	 
	Section 4.07 Transactions with Affiliates
	 	 	54	 
	Section 4.08 Change of Control
	 	 	56	 
	Section 4.09 Compliance Certificate
	 	 	58	 
	Section 4.10 Further Instruments and Acts
	 	 	58	 
	Section 4.11 Liens
	 	 	58	 
	Section 4.12 Covenant Suspension
	 	 	58	 
	Section 4.13 Maintenance of Office or Agency
	 	 	59	 
	Section 4.14 Business Activities
	 	 	59	 
	Section 4.15 Maintenance of Insurance
	 	 	60	 
	Section 4.16 Future Subsidiary Guarantors; Release of Subsidiary Guarantors
	 	 	62	 
	Section 4.17 Restriction on Certain Proceeds
	 	 	63	 
	 
	 	 	 	 
	ARTICLE 5

MERGER, CONSOLIDATION OR SALE OF ASSETS

	 
	 	 	 	 
	Section 5.01 Merger, Consolidation or Sale of Assets of the Issuer
	 	 	63	 
	Section 5.02 Merger, Consolidation or Sale of Assets by a Subsidiary Guarantor
	 	 	65	 
	 
	 	 	 	 
	ARTICLE 6

DEFAULTS AND REMEDIES

	 
	 	 	 	 
	Section 6.01 Events of Default
	 	 	66	 
	Section 6.02 Acceleration
	 	 	68	 
	Section 6.03 Other Remedies
	 	 	69	 
	Section 6.04 Waiver of Past Defaults
	 	 	69	 
	Section 6.05 Control by Majority
	 	 	69	 
	Section 6.06 Limitation on Suits
	 	 	69	 
	Section 6.07 Rights of the Holders to Receive Payment
	 	 	70	 
	Section 6.08 Collection Suit by Trustee
	 	 	70	 
	Section 6.09 Trustee May File Proofs of Claim
	 	 	70	 
	Section 6.10 Priorities
	 	 	71	 
	Section 6.11 Undertaking for Costs
	 	 	71	 
	Section 6.12 Waiver of Stay or Extension Laws
	 	 	71	 
	 
	 	 	 	 
	ARTICLE 7

TRUSTEE

	 
	 	 	 	 
	Section 7.01 Duties of Trustee
	 	 	71	 
	Section 7.02 Rights of Trustee
	 	 	73	 
	Section 7.03 Individual Rights of Trustee
	 	 	74	 
	Section 7.04 Trustee’s Disclaimer
	 	 	74	 
	Section 7.05 Notice of Defaults
	 	 	75	 
	Section 7.06 Reports by Trustee to the Holders
	 	 	75	 
	Section 7.07 Compensation and Indemnity
	 	 	75	 
	Section 7.08 Replacement of Trustee
	 	 	76	 
	Section 7.09 Successor Trustee by Merger
	 	 	77	 
	Section 7.10 Eligibility; Disqualification
	 	 	77	 






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	 	 	Page	 
	Section 7.11 Preferential Collection of Claims Against Issuer
	 	 	77	 
	 
	 	 	 	 
	ARTICLE 8

DISCHARGE OF INDENTURE; DEFEASANCE

	 
	 	 	 	 
	Section 8.01 Discharge of Liability on Notes
	 	 	77	 
	Section 8.02 Defeasance
	 	 	78	 
	Section 8.03 Conditions to Defeasance
	 	 	79	 
	Section 8.04 Application of Trust Money
	 	 	80	 
	Section 8.05 Repayment to Issuer
	 	 	81	 
	Section 8.06 Indemnity for Government Securities
	 	 	81	 
	Section 8.07 Reinstatement
	 	 	81	 
	 
	 	 	 	 
	ARTICLE 9

AMENDMENTS AND WAIVERS

	 
	 	 	 	 
	Section 9.01 Without Consent of the Holders
	 	 	81	 
	Section 9.02 With Consent of the Holders
	 	 	82	 
	Section 9.03 Compliance with Trust Indenture Act
	 	 	84	 
	Section 9.04 Revocation and Effect of Consents and Waivers
	 	 	84	 
	Section 9.05 Notation on or Exchange of Notes
	 	 	84	 
	Section 9.06 Trustee and Collateral Agent to Sign Amendments
	 	 	84	 
	Section 9.07 Payment for Consent
	 	 	85	 
	Section 9.08 Additional Voting Terms
	 	 	85	 
	 
	 	 	 	 
	ARTICLE 10

COLLATERAL

	 
	 	 	 	 
	Section 10.01 Appointment and Authorization of Trustee as Collateral Agent
	 	 	85	 
	Section 10.02 Security Documents; Collateral
	 	 	85	 
	Section 10.03 Recording, Registration and Opinions
	 	 	88	 
	Section 10.04 Release of Collateral
	 	 	89	 
	Section 10.05 Possession and Use of Collateral
	 	 	89	 
	Section 10.06 Satellite Construction Collateral Account; Event of Loss Collateral
Account
	 	 	89	 
	Section 10.07 Specified Releases of Collateral
	 	 	91	 
	Section 10.08 Purchaser Protected
	 	 	92	 
	Section 10.09 Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents
	 	 	92	 
	Section 10.10 Authorization of Receipt of Funds by the Trustee Under the Security
Documents
	 	 	93	 
	Section 10.11 Powers Exercisable by Receiver or Collateral Agent
	 	 	93	 
	Section 10.12 Trust Indenture Act Requirements
	 	 	94	 
	 
	 	 	 	 
	ARTICLE 11

GUARANTEES







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	 	 	Page	 
	Section 11.01 Guarantees of the Notes
	 	 	94	 
	Section 11.02 Limitation on Liability; Release and Discharge
	 	 	96	 
	Section 11.03 Execution and Delivery
	 	 	96	 
	Section 11.04 Right of Contribution
	 	 	97	 
	Section 11.05 No Subrogation
	 	 	97	 
	 
	 	 	 	 
	ARTICLE 12

MISCELLANEOUS

	 
	 	 	 	 
	Section 12.01 Trust Indenture Act Controls
	 	 	97	 
	Section 12.02 Notices
	 	 	97	 
	Section 12.03 Communication by the Holders with Other Holders
	 	 	98	 
	Section 12.04 Certificate and Opinion as to Conditions Precedent
	 	 	98	 
	Section 12.05 Statements Required in Certificate or Opinion
	 	 	99	 
	Section 12.06 When Notes Disregarded
	 	 	99	 
	Section 12.07 Rules by Trustee, Paying Agent and Registrar
	 	 	99	 
	Section 12.08 Legal Holidays
	 	 	99	 
	Section 12.09 Governing Law; Waiver of Trial by Jury
	 	 	99	 
	Section 12.10 Jurisdiction; Consent to Service of Process
	 	 	100	 
	Section 12.11 No Recourse Against Others
	 	 	100	 
	Section 12.12 Successors
	 	 	101	 
	Section 12.13 Multiple Originals
	 	 	101	 
	Section 12.14 Table of Contents; Headings
	 	 	101	 
	Section 12.15 Indenture Controls
	 	 	101	 
	Section 12.16 Severability
	 	 	101	 
	 
	 	 	 	 
	Schedule 10.02(d) Premises
	 	 	 	 
	 
	 	 	 	 
	Appendix A  — Provisions Relating to Original Notes, Additional Notes and Exchange Notes






-iv-









 





EXHIBIT INDEX




Exhibit A    –    Form of Original Note and Additional Note

Exhibit B    –    Form of Exchange Note

Exhibit C    –    Form of Transferee Letter of Representation

Exhibit D    –    Form of Supplemental Indenture

Exhibit E    –    Form of Pari Passu Intercreditor Agreement

Exhibit F    –    Form of Junior Lien Intercreditor Agreement





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CROSS-REFERENCE TABLE




	 	 	 
	Trust Indenture Act	 	Indenture
	Section	 	  Section  
	310(a)(1)
	 	7.10
	(a)(2)
	 	7.10
	(a)(3)
	 	N.A.
	(a)(4)
	 	N.A.
	(a)(5)
	 	N.A.
	(b)
	 	7.08; 7.10
	(c)
	 	N.A.
	311(a)
	 	7.11
	(b)
	 	7.11
	(c)
	 	N.A.
	312(a)
	 	2.06
	(b)
	 	12.03
	(c)
	 	12.03
	313(a)
	 	7.06
	(b)(1)
	 	10.12
	(b)(2)
	 	7.06; 10.12
	(c)
	 	7.06
	(d)
	 	4.02; 4.09
	314(a)
	 	4.02; 4.09
	(b)(2)
	 	10.03
	(c)(1)
	 	12.04; 10.07; 10.12
	(c)(2)
	 	12.04; 10.07; 10.12
	(c)(3)
	 	10.07
	(d)
	 	10.07
	(e)
	 	12.05
	315(a)
	 	7.01
	(b)
	 	7.05
	(c)
	 	7.01
	(d)
	 	7.01
	(e)
	 	6.11
	316(a) (last sentence)
	 	12.06
	(a)(1)(A)
	 	6.05
	(a)(1)(B)
	 	6.04
	(a)(2)
	 	N.A.
	(b)
	 	6.07
	(c)
	 	N.A.
	317(a)(1)
	 	6.08
	(a)(2)
	 	6.09
	(b)
	 	2.05
	318(a)
	 	12.01








 




			
	N.A.	 	Means Not Applicable.




-vi-









 









Note: This Cross-Reference Table shall not, for any purposes, be deemed to be part of this
Indenture.




-vii-









 





     THIS INDENTURE dated as of October 9, 2009 among GEOEYE, INC., a corporation organized under
the laws of the State of Delaware (the “Issuer”), the Subsidiary Guarantors (as defined herein)
listed in the signature pages hereto and THE BANK OF NEW YORK MELLON, as trustee and as collateral
agent.



     Each party agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the Holders of (a) $400,000,000 aggregate principal amount of the Issuer’s
9.625% Senior Secured Notes due 2015 (the “Original Notes”) issued on the Issue Date (as defined
herein) in the form of Exhibit A, (b) any Additional Notes (as defined herein) in the form
of Exhibit A, and (c) if and when issued as provided in the Registration Rights Agreement
(as defined in Appendix A hereto (the “Appendix”)), the Issuer’s 9.625% Senior Secured Notes due
2015 (the “Exchange Notes” and, together with the Additional Notes and the Original Notes, the
“Notes”) issued in the Registered Exchange Offer (as defined in the Appendix) in exchange for any
Original Notes or Additional Notes in the form of Exhibit B.



ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 1.01 Definitions.


“Acquired Debt” means, with respect to any specified Person:





(1) Indebtedness of any other Person existing at the time such other Person is merged with
or into or becomes a Restricted Subsidiary of such specified Person; and




(2) Indebtedness secured by an existing Lien encumbering any asset acquired by such
specified Person;


including Indebtedness incurred in connection with, or in contemplation of, such other Person
merging with or into, or becoming a Restricted Subsidiary of, such specified Person.



“Additional Interest” means all additional interest then owing pursuant to the Registration Rights
Agreement.



“Additional Notes” means the Issuer’s 9.625% Senior Secured Notes due 2015 issued under the terms
of this Indenture subsequent to the Issue Date having the same terms as the Notes, except that
interest may accrue on the Additional Notes from the date of their issuance.



“Adjusted Cash EBITDA” means, with respect to such Person for any period, the sum of:





(1) Consolidated Net Income, plus




(2) Fixed Charges, to the extent deducted in calculating Consolidated Net Income, plus




(3) to the extent deducted in calculating Consolidated Net Income and as determined on a
consolidated basis for such Person and its Restricted Subsidiaries in conformity with GAAP:



 









 






(A) income taxes of such Person, other than income taxes or income tax adjustments
(whether positive or negative) attributable to Asset Sales or extraordinary and
non-recurring gains or losses; and




(B) Consolidated Depreciation and Amortization Expense and all other non-cash items
of such Person reducing Consolidated Net Income, less all non-cash items of such
Person increasing Consolidated Net Income (not including non-cash charges in a
period which reflect cash items paid or to be paid in another period);




(4) less, amortization of deferred revenue related to the NextView agreement with the
National Geospatial-Intelligence Agency; plus




(5) net after tax losses attributable to Asset Sales, and net after tax extraordinary or
non-recurring losses of such Person, to the extent reducing Consolidated Net Income; plus




(6) any losses of such Person from an early extinguishment of indebtedness; plus




(7) any restructuring charges of such Person;


provided that, with respect to any Restricted Subsidiary, such items will be added only to the
extent and in the same proportion that the relevant Restricted Subsidiary’s net income was included
in calculating Consolidated Net Income.



“Affiliate” of any specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified Person. For purposes
of this definition, “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise.



“After-Acquired Property” means all property and assets acquired after the Issue Date which are of
a type constituting Collateral under the Security Agreement or any other Security Document.



“Aircraft Security Agreement” means that Aircraft Security Agreement, dated as of the Issue date,
by and among M.J. Harden Associates, Inc. and the Collateral Agent, as amended, restated or
supplemented from time to time.



“Applicable Premium” means with respect to any Note on any applicable redemption date, as
determined by the Issuer, the greater of:





(1) 1.0% of the outstanding principal amount of such Note; and




(2) the excess of (a) the present value at such redemption date of (i) the redemption price
of such Note at October 1, 2013 (such redemption price being set forth in the table
appearing in Section 3.01) plus (ii) all required interest payments due on such Note through
October 1, 2013 (excluding accrued and unpaid interest), computed using a



-2-









 







discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points,
over (b) the then outstanding principal amount of such Note.


“Asset Sale” means (i) the sale, conveyance, transfer or other disposition (whether in a single
transaction or a series of related transactions) of property or assets of the Issuer or any
Restricted Subsidiary (each referred to in this definition as a “disposition”) or (ii) the issuance
or sale of Equity Interests of any Restricted Subsidiary (whether in a single transaction or a
series of related transactions), in each case other than:





(1) a disposition of Cash Equivalents;




(2) the sale, lease or other transfer of products, services or accounts receivable in the
ordinary course of business and any sale or other disposition of damaged, worn-out or
obsolete assets in the ordinary course of business (including the abandonment or other
disposition of intellectual property and images from the Issuer’s Image Library, which
disposition is, in the good faith judgment of the Issuer’s Board of Directors, beneficial to
the conduct of the business of the Issuer and its Restricted Subsidiaries taken as whole);




(3) the disposition of all or substantially all of the assets of the Issuer in a manner
permitted pursuant to Article 5 or any disposition that constitutes a Change of Control;




(4) licenses and sublicenses by the Issuer or any of its Restricted Subsidiaries of software
or intellectual property in the ordinary course of business which do not materially
interfere with the business of the Issuer and its Restricted Subsidiaries;




(5) any surrender or waiver of contract rights or settlement, release, recovery on or
surrender of contract, tort or other claims;




(6) the granting of Liens not prohibited by Section 4.11;




(7) the making of any Restricted Payment or Permitted Investment that is permitted to be
made, and is made, pursuant to Section 4.04;




(8) any disposition of assets or issuance or sale of Equity Interests of any Restricted
Subsidiary in any transaction or series of transactions with an aggregate Fair Market Value
of less than $1.0 million;




(9) any disposition of property or assets or issuance of securities by a Restricted
Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to another Restricted
Subsidiary;




(10) the lease, assignment or sublease of any real or personal property in the ordinary
course of business;




(11) any sale of Equity Interests in, or Indebtedness or other securities of, an
Unrestricted Subsidiary (with the exception of Investments in Unrestricted Subsidiaries
acquired pursuant to clause (15) of the definition of “Permitted Investments”); and



-3-









 






(12) any disposition of assets received by the Issuer or any Restricted Subsidiary upon
foreclosures on a Lien.


“Board of Directors” means:





(1) with respect to a corporation, the board of directors of the corporation or any
committee thereof duly authorized to act on behalf of such board;




(2) with respect to a partnership, the Board of Directors of the general partner or manager
of the partnership;




(3) with respect to a limited liability company without a board, the managing member or
members or any controlling committee of managing members thereof; and




(4) with respect to any other Person, the board or committee of such Person serving a
similar function.


“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions
are authorized or required by law or executive order to close in New York City.



“Capital Stock” means:





(1) in the case of a corporation, corporate stock;




(2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;




(3) in the case of a partnership or limited liability company, partnership or membership
interests (whether general or limited); and




(4) any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person.


“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the
amount of the liability in respect of a capital lease that would at such time be required to be
capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in
accordance with GAAP.



“Cash Equivalents” means:





(1) U.S. dollars, pounds sterling, Euros or, in the case of any foreign subsidiary, such
local currencies held by it from time to time in the ordinary course of business;




(2) securities or other direct obligations of the United States of America or any member of
the European Union or any agency or instrumentality thereof or obligations guaranteed by the
United States of America or any member of the European Union or any agency or
instrumentality thereof, in each case with maturities not exceeding two years;



-4-









 






(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of
12 months or less from the date of acquisition, bankers’ acceptances with maturities not
exceeding 12 months and overnight bank deposits, in each case, with any commercial bank
having capital and surplus in excess of $500.0 million;




(4) repurchase obligations for underlying securities of the types described in clauses (2)
and (3) above entered into with any financial institution meeting the qualifications
specified in clause (3) above;




(5) commercial paper maturing within 12 months after the date of acquisition and having a
rating of at least A-1 from Moody’s or P-1 from S&P (or such similar successor ratings);




(6) securities with maturities of two years or less from the date of acquisition issued or
fully guaranteed by any State, commonwealth or territory of the United States of America, or
by any political subdivision or taxing authority thereof, and rated at least A by S&P or A-2
by Moody’s (or such similar successor ratings);




(7) investment funds at least 95% of the assets of which constitute Cash Equivalents of the
kinds described in clauses (1) through (6) of this definition; and




(8) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the
Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s (or such
similar successor ratings) and (iii) have portfolio assets of at least $500.0 million (but
excluding for purposes of this clause (8) money market funds that invest primarily in
auction rate or similar securities).


“Change of Control” means the occurrence of any of the following:





(1) the sale, lease, transfer or other conveyance, in one or a series of related
transactions, of all or substantially all of the assets of the Issuer and its Restricted
Subsidiaries, taken as a whole, to any Person or group of related Persons (within the
meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor
provision), including any group acting for the purpose of acquiring, holding or disposing of
securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act);




(2) the Issuer becomes aware of (by way of a report or any other filing pursuant to
Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition
by any Person or group of related Persons (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, or any successor provision), including any group
acting for the purpose of acquiring, holding or disposing of securities (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series
of transactions, by way of merger, consolidation or other business combination or purchase
of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act or any
successor provision), of 50% or more of the total voting power of the Voting Stock of the
Issuer; or



-5-









 






(3) individuals who on the Issue Date constituted the Board of Directors of the Issuer
(together with any new directors whose election by such Board of Directors of the Issuer or
whose nomination for election by the shareholders of the Issuer was approved by a vote of a
majority of the directors of the Issuer then still in office who were either directors on
the Issue Date or whose election or nomination for election was previously so approved)
cease for any reason to constitute a majority of the Board of Directors of the Issuer then
in office.


“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the
regulations promulgated and rulings issued thereunder. Section references to the Code are to the
Code as in effect on the Issue Date and any subsequent provisions of the Code amendatory thereof,
supplemental thereto or substituted therefor.



“Collateral” means any property or assets of whatever kind and nature, whether now owned or
hereafter acquired, subject or purported to be subject from time to time to a Lien granted to
secure the Notes and the Guarantees pursuant to the Security Agreement, the Aircraft Security
Agreement or any other Security Document.



“Collateral Agent” means The Bank of New York Mellon.



“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any
period, the total amount of depreciation and amortization expense, including the amortization of
deferred financing fees and costs, of such Person and its Restricted Subsidiaries for such period
on a consolidated basis and otherwise determined in accordance with GAAP.



“Consolidated Interest Expense” means, with respect to any Person for any period, (1) the sum,
without duplication, of (a) consolidated interest expense of such Person and its Restricted
Subsidiaries for such period (including amortization of original issue discount, the interest
component of Capitalized Lease Obligations and net payments (if any) pursuant to interest rate
Hedging Obligations, but excluding amortization of deferred financing fees, expensing of any bridge
or other financing fees and expenses) and (b) consolidated capitalized interest of such Person and
its Restricted Subsidiaries for such period, whether paid or accrued, less (2) interest income of
such Person and its Restricted Subsidiaries for such period.



“Consolidated Net Income” means, with respect to any Person for any period, the aggregate net
income (or loss) of such Person and its Restricted Subsidiaries for such period determined on a
consolidated basis in conformity with GAAP, provided that the following (without duplication) will
be excluded in computing Consolidated Net Income:





(1) the net income (but not loss) of any other Person that is not a Restricted Subsidiary of
such Person, except to the extent of the lesser of




(x) the dividends or other distributions actually paid in cash to such Person or any
of its Restricted Subsidiaries (subject to clause (3) below) by such other Person
during such period, and




(y) such Person’s pro rata share of such other Person’s net income earned during
such period;



-6-









 






(2) any net income (or loss) of any other Person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition;




(3) the net income (but not loss) of any Restricted Subsidiary of such Person to the extent
that the declaration or payment of dividends or similar distributions by such Restricted
Subsidiary of such net income would not have been permitted for the relevant period by
charter or by any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to such Restricted Subsidiary;




(4) any net after-tax gains (but not losses) attributable to Asset Sales;




(5) any net after-tax extraordinary or non-recurring gains (but not losses);




(6) the effect of adjustments resulting from the application of recapitalization or purchase
accounting relating to any acquisition or the amortization or write-off of any amounts
thereof;




(7) the cumulative effect of a change in accounting principles; and




(8) to the extent reducing Consolidated Net Income, the total amount of tender costs,
unamortized issuance costs and unamortized original issue discount expenses relating to the
Floating Rate Notes, the Tender Offer and the Floating Rate Notes Redemption, but excluding
the costs and expenses of the Floating Rate Notes Discharge as described under the caption
“Use of Proceeds” in the Offering Memorandum.


In calculating the aggregate net income (or loss) of any Person and its Restricted Subsidiaries on
a consolidated basis, Unrestricted Subsidiaries shall be treated as if accounted for under the
equity method of accounting.



“Consolidated Total Indebtedness” means, with respect to any Person as at any date of
determination, an amount equal to the sum of (1) the aggregate amount of all outstanding
Indebtedness of such Person and its Restricted Subsidiaries and (2) the aggregate amount of all
outstanding Disqualified Stock of such Person and its Restricted Subsidiaries and all Preferred
Stock of such Person’s Restricted Subsidiaries, with the amount of such Disqualified Stock and
Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation
preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in
accordance with GAAP.



For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred
Stock that does not have a fixed price shall be calculated in accordance with the terms of such
Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were
purchased on any date on which Consolidated Total Indebtedness shall be required to be determined
pursuant to this Indenture, and if such price is based upon, or measured by, the Fair Market Value
of such Disqualified Stock or Preferred Stock, such Fair Market Value shall be determined
reasonably and in good faith by the Board of Directors of the relevant Person.



“Contingent Obligations” means, with respect to any Person, any obligation of such Person
guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness




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(“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly
or indirectly, including, without limitation, any obligation of such Person, whether or not
contingent, (1) to purchase any such primary obligation or any property constituting direct or
indirect security therefor, (2) to advance or supply funds (a) for the purchase or payment of any
such primary obligation or (b) to maintain working capital or equity capital of the primary obligor
or otherwise to maintain the net worth or solvency of the primary obligor, or (3) to purchase
property, securities or services primarily for the purpose of assuring the owner of any such
primary obligation of the ability of the primary obligor to make payment of such primary obligation
against loss in respect thereof.



“Credit Facilities” means, one or more debt facilities or commercial paper facilities, in each
case, with banks or other institutional lenders or investors providing for revolving credit loans,
term loans, notes or other securities, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended, restated, modified,
renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced
(including by means of sales of debt securities to institutional investors) in whole or in part
from time to time, including to extend the maturity thereof, to increase the amount of commitments
thereunder (provided that any such increase is permitted under Section 4.03), or to add Restricted
Subsidiaries as additional borrowers or guarantors thereunder, whether by the same or any other
agent, lender or group of lenders or investors.



“Debt to Adjusted Cash EBITDA Ratio” means, with respect to any Person for its most recently ended
four fiscal quarters for which internal financial statements are available, the ratio of (1) its
Consolidated Total Indebtedness at the end of such period to (2) Adjusted Cash EBITDA of such
Person for such period.



In connection with the calculation of the Debt to Adjusted Cash EBITDA Ratio, pro forma effect
shall be given to:





(1) the incurrence, assumption, guarantee, redemption or repayment any Indebtedness or
issuances or redemptions of Disqualified Stock or Preferred Stock subsequent to the
commencement of the period for which the Debt to Adjusted Cash EBITDA Ratio is being
calculated but prior to the date on which the event for which the calculation of Debt to
Adjusted Cash EBITDA Ratio is made, as if the same had occurred at the beginning of such
period;




(2) investments, acquisitions, dispositions, merger, consolidations or discontinued
operations (as determined in accordance with GAAP) (and, in each case, the change in any
associated fixed charge obligations and the change in Adjusted Cash EBITDA resulting
therefrom) that have been made by the Issuer and its Restricted Subsidiaries subsequent to
the commencement of the period for which the Debt to Adjusted Cash EBITDA calculation is
being made but prior to the date on which the event for which such calculation is being
made, as if the same had occurred on the first day of such period; and



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(3) the creation, designation or redesignation of Restricted and Unrestricted Subsidiaries
(and the change in any associated fixed charge obligations and the change in Adjusted Cash
EBITDA resulting therefrom) occurring subsequent to the commencement of the period for which
the Debt to Adjusted Cash EBITDA Ratio is being made but prior to the date on which the
event for which such calculation is being made, as if the same had occurred on the first day
of such period.


For purposes of this definition, pro forma calculations shall be determined in good faith by a
responsible financial or accounting officer of the Issuer. Any such pro forma calculation may
include adjustments appropriate, in the reasonable determination of such responsible financial
officer as set forth in an Officer’s Certificate, to reflect operating expense reductions and other
operating improvements, synergies or cost savings that have been realized or are reasonably
anticipated to be realizable within six months of such investment, acquisition, disposition,
merger, consolidation or discontinued operation.



“Default” means any event that is, or with the passage of time or the giving of notice or both
would be, an Event of Default.



“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by
its terms (or by the terms of any security into which it is convertible or for which it is putable
or exchangeable), or upon the happening of any event, matures or is mandatorily redeemable (other
than as a result of a change of control or asset sale), pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof (other than as a result of a change
of control or asset sale), in whole or in part, in each case prior to the date 91 days after the
final maturity date of the Notes; provided, however, that only the portion of Capital Stock that so
matures or is mandatorily redeemable or is so redeemable at the option of the holder thereof prior
to such date will be deemed to be Disqualified Stock; provided, further, that if such Capital Stock
is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such
plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because
it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy
applicable statutory or regulatory obligations.



“Domestic Restricted Subsidiary” means a Restricted Subsidiary incorporated or otherwise organized
or existing under the laws of the United States, any state thereof or any territory or possession
of the United States.



“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital
Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital
Stock).



“Equity Offering” means any private placement (other than to a Subsidiary) or public sale of common
stock or Preferred Stock of the Issuer or any of its direct or indirect parent corporations
(excluding Disqualified Stock), other than public offerings with respect to common stock of the
Issuer or of any direct or indirect parent corporation of the Issuer registered on Form S-8;
provided that the aggregate proceeds received by the Issuer exceed $25.0 million.




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“Event of Loss” means, with respect to any property or assets, any (1) loss, destruction or damage
of such property or assets, (2) condemnation, seizure or taking by exercise of the power of eminent
domain or otherwise of such property or assets, or confiscation of such property or assets or the
requisition of the use thereof, (3) settlement in lieu of clause (2) above, and (4) without
limiting the foregoing, any Satellite Event of Loss.



“Event of Loss Collateral Account” means any segregated account pledged under the Security
Documents that is under the sole control of the Collateral Agent and that is free from all other
Liens (other than Permitted Liens described in clauses (10), (16) and (24) of the definition of
“Permitted Liens”) and that includes all Event of Loss Proceeds received by the Issuer or any
Restricted Subsidiary from a Satellite Event of Loss and interest earned thereon.



“Event of Loss Proceeds” means, with respect to any Event of Loss (including any Satellite Event of
Loss), all insurance proceeds received by the Issuer or any of the Restricted Subsidiaries in
connection with such Event of Loss, after





(1) provision for all income or other taxes measured by or resulting from such Event of
Loss,




(2) payment of all reasonable legal, accounting and other fees and expenses related to such
Event of Loss,




(3) subject to the provisions of any applicable Pari Passu Intercreditor Agreement and
Junior Lien Intercreditor Agreement, the payment of amounts required to be applied to the
repayment of principal, premium (if any) and interest on Indebtedness secured by a Lien on
the property or assets that is the subject of such Event of Loss,




(4) provision for payments to Persons who own an interest in the Satellite in accordance
with terms of the agreement(s) governing the ownership of such interest by such Person
(other than payments to insurance carriers required to be made based on the future revenues
generated from such Satellite), and




(5) deduction of appropriate amounts to be provided by the Issuer or such Restricted
Subsidiary as a reserve in accordance with GAAP against any liabilities associated with the
property or assets that was the subject of the Event of Loss.


“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder.



“Existing Indenture” means the indenture, dated June 29, 2005, between the Issuer (f/k/a Orbimage
Holdings Inc.) and The Bank of New York Mellon (f/k/a The Bank of New York), as amended and
supplemented to the Issue Date.



“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated
willing seller in a transaction not involving distress or necessity of either party, determined in
good faith by the chief financial officer, chief accounting officer, or controller of the Issuer
with respect to valuations not in excess of $10.0 million or determined in good faith by the Board
of


-10-









 






Directors of the Issuer with respect to valuations equal to or in excess of $10.0 million, as
applicable, which determination will be conclusive (unless otherwise provided in this Indenture).



“Fitch” means Fitch Ratings Ltd. and its successors.



“Fixed Charges” means, with respect to any Person for any period, the sum of





(1) Consolidated Interest Expense for such period; and




(2) the product of




(x) cash and non-cash dividends paid, declared, accrued or accumulated on any
Disqualified or Preferred Stock of such Person or a Restricted Subsidiary, except
for dividends payable in such Person’s Capital Stock (other than Disqualified Stock)
or paid to such Person or to a Restricted Subsidiary, and




(y) a fraction, the numerator of which is one and the denominator of which is one
minus the sum of the currently effective combined Federal, state, local and foreign
tax rate applicable to such Person and its Restricted Subsidiaries.



“Floating Rate Notes” means the Issuer’s senior secured floating rate notes due 2012 and the
related guarantees issued under the Existing Indenture.



“Floating Rate Notes Redemption” means the redemption of the Floating Rate Notes on January 22,
2010.



“Fully Fund” means that on a consolidated basis, the Issuer and its Restricted Subsidiaries have a
sufficient amount of free cash flow during the expected period of procurement or construction to
completion of a Satellite based on the Issuer’s most recent forecast, together with the dollar
amount of any award from the National Geospatial-Intelligence Agency for such Satellite, the
balances of cash and Cash Equivalents as shown on the most recent internal financial statements and
the committed and undrawn borrowing capacity under Credit Facilities not maturing during such
period, to finance all costs and expenses associated with the procurement or construction of a
complete Satellite (excluding launch costs and insurance and In-Orbit Insurance).



“GAAP” means generally accepted accounting principles in the United States in effect on the Issue
Date. For purposes of this Indenture, the term “consolidated” with respect to any Person means such
Person consolidated with its Restricted Subsidiaries and does not include any Unrestricted
Subsidiary.



“GeoEye-1” means the Issuer’s satellite of the same name first launched on September 6, 2008.



“GeoEye-1 Satellite Event of Loss” means a Satellite Event of Loss with respect to GeoEye-1.



“Government Securities” means securities that are:




(a) direct obligations of the United States of America for the timely payment of which its
full faith and credit is pledged; or



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(b) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of
America, which, in either case, are not callable or redeemable at the option of the issuers thereof,
and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2)
of the Securities Act), as custodian with respect to any such Government Securities or a
specific payment of principal of or interest on any such Government Securities held by such
custodian for the account of the holder of such depository receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the custodian
in respect of the Government Securities or the specific payment of principal of or interest
on the Government Securities evidenced by such depository receipt.


“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection
in the ordinary course of business), direct or indirect, in any manner (including, without
limitation, through letters of credit or reimbursement agreements in respect thereof), of all or
any part of any Indebtedness or other obligations.



“Guarantee” means any guarantee of the obligations of the Issuer under this Indenture and the Notes
by a Subsidiary Guarantor in accordance with the provisions of this Indenture. When used as a verb,
“Guarantee” shall have a corresponding meaning.



“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:





(1) interest rate agreements, interest rate cap agreements and interest rate collar
agreements; and




(2) other agreements or arrangements designed to protect such Person against fluctuations in
interest rates.


“Holder” means the Person in whose name a Note is registered on the Registrar’s books.



“Image Library” means proprietary images collected by Satellites of the Issuer and its Restricted
Subsidiaries and archived by the Issuer or its Restricted Subsidiaries.



“Indebtedness” means, with respect to any Person,





(a) any indebtedness of such Person, whether or not contingent,




(i) in respect of borrowed money,




(ii) evidenced by bonds, notes, debentures or similar instruments or letters of
credit or bankers’ acceptances (or, without duplication, reimbursement agreements in
respect thereof),



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(iii) representing the balance deferred and unpaid of the purchase price of any
property (including Capitalized Lease Obligations), except (A) any such balance that
constitutes a trade payable or similar obligation to a trade creditor, in each case
accrued in the ordinary course of business and (B) reimbursement obligations in
respect of trade letters of credit obtained in the ordinary course of business with
expiration dates not in excess of 365 days from the date of issuance (x) to the
extent undrawn or (y) if drawn, to the extent repaid in full within 20 business days
of any such drawing, or




(iv) representing any Hedging Obligations, if and to the extent that any of the
foregoing Indebtedness (other than letters of credit and Hedging Obligations) would
appear as a liability upon a balance sheet (excluding the footnotes thereto) of such
Person prepared in accordance with GAAP,




(b) Disqualified Stock of such Person,




(c) to the extent not otherwise included above, any obligation by such Person to be liable
for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person
(other than by endorsement of negotiable instruments for collection in the ordinary course
of business), and




(d) to the extent not otherwise included, Indebtedness of another Person secured by a Lien
on any asset owned by such Person (whether or not such Indebtedness is assumed by such
Person);


provided, however, that Indebtedness shall be deemed not to include (1) Contingent Obligations
incurred in the ordinary course of business and not in respect of borrowed money; (2) obligations
to make payments to one or more insurers under satellite insurance policies in respect of premiums
or the requirement to remit to such insurer(s) a portion of the future revenues generated by a
satellite which has been declared a constructive total loss, in each case in accordance with the
terms of the insurance policies relating thereto; (3) any obligations to make progress or incentive
payments under any satellite manufacturing contract or to make payments under satellite launch
contracts in respect of launch services provided thereunder, in each case, to the extent not
overdue by more than 90 days; (4) prepaid revenues; or (5) purchase price holdbacks in respect of a
portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of
the respective seller.



“Indenture” means this Indenture as amended or supplemented from time to time.



“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or
consultant to Persons engaged in a Permitted Business of nationally recognized standing that is, in
the good faith judgment of the Board of Directors of the Issuer, independent and otherwise
qualified to perform the task for which it has been engaged.



“In-Orbit Insurance” means, with respect to any Satellite, insurance or another contractual
arrangement providing for coverage against the risk of loss of or damage to such Satellite
attaching upon the expiration of the launch insurance therefor and renewing, during the commercial
in-orbit service of such Satellite, prior to the expiration of the immediately preceding


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corresponding In-Orbit Insurance policy, subject to the terms and conditions set forth in this
Indenture.



“Insurance Test Net Debt” means, as at any date of determination, an amount equal to the difference
of (i) Insurance Test Total Debt at such date, minus (ii) the aggregate amount of cash and Cash
Equivalents on hand of the Issuer and its Restricted Subsidiaries at such date.



“Insurance Test Total Debt” means, as at any date of determination, an amount equal to the
aggregate amount of all Notes then outstanding plus any Indebtedness secured by a Lien pursuant to
the following clauses of the definition of “Permitted Liens”: (1), (7) and (14), (5) and (17) (in
each case, to the extent such Liens are on assets not excluded from the Collateral), (22) (with
respect to Indebtedness incurred under clause (xvii) of Section 4.03(c)), (26) and (27) (to the
extent applicable to clauses (1), (4), (5) and (24) of the definition of “Permitted Liens”).



“Intercreditor Agreements” means, collectively, the Pari Passu Intercreditor Agreement and the
Junior Lien Intercreditor Agreement.



“Investments” means, with respect to any Person, all direct or indirect investments by such Person
in other Persons (including Affiliates) in the forms of loans (including guarantees or other
obligations), advances or capital contributions (excluding accounts receivable, trade credit,
advances to customers, commission, travel and similar advances to officers and employees, in each
case made in the ordinary course of business), purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities issued by any other Person and all items that
are or would be classified as investments on a balance sheet prepared in accordance with GAAP
(excluding the footnotes thereto) of such Person in the same manner as the other investments
included in this definition to the extent such transactions involve the transfer of cash or other
property. If the Issuer or any Subsidiary of the Issuer sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of the Issuer such that, after giving effect to any
such sale or disposition, such Person is no longer a Subsidiary of the Issuer, the Issuer will be
deemed to have made an Investment on the date of any such sale or disposition equal to the Fair
Market Value of the Equity Interests of such Subsidiary not sold or disposed of.



For purposes of the definition of “Unrestricted Subsidiary” and Section 4.04:





(1) “Investments” shall include the portion (proportionate to the Issuer’s equity interest
in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the Issuer
at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided,
however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer
shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary
in an amount (if positive) equal to (a) the Issuer’s “Investment” in such Subsidiary at the
time of such redesignation less (b) the portion (proportionate to the Issuer’s equity
interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary
at the time of such redesignation;




(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its
Fair Market Value at the time of such transfer; and



-14-









 






(3) any transfer of Capital Stock that results in an entity that was a Restricted Subsidiary
on the Issue Date or which became a Restricted Subsidiary after the Issue Date ceasing to be
a Restricted Subsidiary shall be deemed to be an Investment in an amount equal to the Fair
Market Value (determined as of the date of such transfer) of the Capital Stock of such
entity owned by the Issuer and the Restricted Subsidiaries immediately after such transfer.


Except as otherwise provided in this Indenture, the amount of an Investment will be determined at
the time the Investment is made and without giving effect to subsequent changes in value.



“Investment Grade Rating” means for Moody’s, a rating equal to or higher than Baa3 (or equivalent),
for S&P, a rating equal to or higher than BBB- (or equivalent) and for any other Rating Agency the
equivalent to the foregoing.



“Issue Date” means October 9, 2009.



“Junior Lien Collateral Indebtedness” means any Indebtedness of the Issuer or any Subsidiary
Guarantor which is or will be secured by a Lien on the Collateral on a basis that is contractually
junior to the Notes and the Guarantees.



“Junior Lien Intercreditor Agreement” means the Junior Lien Intercreditor Agreement to be executed
by the parties thereto substantially in the form of Exhibit F.



“Lien” means, with respect to any asset, any mortgage, lien, hypothecation, pledge, charge,
security interest, or encumbrance of any kind in respect of such asset, whether or not filed,
recorded or otherwise perfected under applicable law, including any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other agreement to sell or give
a mortgage, lien, hypothecation, pledge, charge, security interest, or encumbrance of any kind and
any filing of or agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction; provided, however, that in no event shall an operating
lease be deemed to constitute a Lien.



“Moody’s” means Moody’s Investors Service, Inc.



“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted
Subsidiaries in respect of any Asset Sale (including, without limitation, any cash payments
received by way of deferred payment of principal pursuant to a note or installment receivable or
otherwise, but only as and when received, excluding the assumption by the acquiring Person of
Indebtedness relating to the disposed assets or other consideration received in any other non-cash
form), net of the direct costs relating to such Asset Sale (including, without limitation, legal,
accounting and investment banking fees, and brokerage and sales commissions), and any relocation
expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into
account any available tax credits or deductions and any tax sharing arrangements related thereto),
subject to the provisions of any applicable Pari Passu Intercreditor Agreement and Junior Lien
Intercreditor Agreement, amounts required to be applied to the repayment of principal, premium (if
any) and interest on Indebtedness secured by a Lien on the property or assets that is the subject
of such Asset Sale, and any deduction of appropriate amounts to be provided by the Issuer as a
reserve in accordance with GAAP against


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any liabilities associated with the asset disposed of in such transaction and retained by the
Issuer after such sale or other disposition thereof, including, without limitation, pension and
other post-employment benefit liabilities and liabilities related to environmental matters or
against any indemnification obligations associated with such transaction.



“Offering Memorandum” means the Offering Memorandum, dated September 23, 2009, relating to the sale
of the Original Notes by the Issuer.



“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, any Chief Financial Officer, the Controller or the Secretary of the Issuer.



“Officer’s Certificate” means a certificate signed on behalf of the Issuer by a responsible
financial or accounting Officer of the Issuer, that meets the requirements set forth in this
Indenture.



“Officers’ Certificate” means a certificate signed on behalf of the Issuer by two Officers of the
Issuer, one of whom is the principal executive officer, the principal financial officer or the
principal accounting officer of the Issuer, that meets the requirements set forth in this
Indenture.



“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the
Trustee under this Indenture. The counsel may be an employee of or counsel to the Issuer, any
Subsidiary of the Issuer or the Trustee.



“Original Issuance Restricted Amount” means $47,756,000.



“Pari Passu Intercreditor Agreement” means the Pari Passu Intercreditor Agreement to be executed by
the parties thereto substantially in the form of Exhibit E.



“Permitted Business” means any business conducted or proposed to be conducted by the Issuer on the
Issue Date or any business activity that is a reasonable extension, development or expansion
thereof or ancillary thereto.



“Permitted Investments” means:





(1) any Investment by the Issuer in any Subsidiary Guarantor or by a Subsidiary Guarantor in
another Subsidiary Guarantor;




(2) any Investment in cash and Cash Equivalents;




(3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person that
is engaged in a Permitted Business if as a result of such Investment (A) such Person becomes
a Restricted Subsidiary or (B) such Person, in one transaction or a series of related
transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Issuer or a Restricted
Subsidiary;



-16-









 






(4) any Investment in securities or other assets not constituting cash or Cash Equivalents
and received in connection with an Asset Sale made pursuant to Section 4.06 or any other
disposition of assets not constituting an Asset Sale;




(5) any Investment existing on the Issue Date and Investments made pursuant to binding
commitments in effect on the Issue Date, and any Investment consisting of an extension,
modification or renewal of any such Investment existing on, or made pursuant to a binding
commitment existing on, the Issue Date; provided, that the amount of such Investment may not
be increased thereby;




(6) loans and advances of payroll payments and expenses to officers, directors and
employees, in each case incurred in the ordinary course of business;




(7) (i) receivables owing to the Issuer or any Restricted Subsidiary if created or acquired
in the ordinary course of business, (ii) endorsements for collection or deposit in the
ordinary course of business, and (iii) securities, instruments or other obligations received
in compromise or settlement of debts created in the ordinary course of business, or by
reason of a composition or readjustment of debts or reorganization of another Person, or in
satisfaction of claims or judgments;




(8) Hedging Obligations permitted under clause (ix) of the definition of “Permitted Debt”;




(9) Investments resulting from the receipt of non-cash consideration in an Asset Sale
received in compliance with Section 4.06;




(10) Investments the payment for which consists of Equity Interests of the Issuer (exclusive
of Disqualified Stock);




(11) guarantees of Indebtedness permitted under Section 4.03 and performance guarantees in
the ordinary course of business and consistent with past practice;




(12) trade receivables and similar extensions of credit to customers and supplier in the
ordinary course of business;




(13) any transaction to the extent it constitutes an Investment that is permitted and made
in accordance with the provisions of Section 4.07 (except transactions described in
clause (ii) of Section 4.07(b));




(14) Investments held by a Restricted Subsidiary acquired after the Issue Date or held by an
entity merged into the Issuer or merged into or consolidated with a Restricted Subsidiary in
accordance with Article 5 after the Issue Date to the extent that such Investments were not
made in contemplation of or in connection with such acquisition, merger or consolidation and
were in existence on the date of such acquisition, merger or consolidation;




(15) Investments in Restricted Subsidiaries that are not Subsidiary Guarantors, Unrestricted
Subsidiaries and joint ventures in an aggregate amount not to exceed



-17-









 






$10.0 million at any one time outstanding (net of, with respect to the Investment in any
particular Person, the cash return thereon received after the Issue Date as a result of any
sale for cash, repayment, redemption, liquidating distribution or other cash realization
(not included in Consolidated Net Income), not to exceed the amount of Investments in such
Person made after the Issue Date in reliance on this clause (15));




(16) guarantees by the Issuer or any Restricted Subsidiary of operating leases (other than
Capitalized Lease Obligations) or of other obligations that do not constitute Indebtedness,
in each case entered into by any Restricted Subsidiary in the ordinary course of business;




(17) Investments consisting of purchases and acquisitions of inventory, supplies, materials
and equipment or purchases of contract rights or licenses or leases of intellectual
property, in each case in the ordinary course of business;




(18) any Investments received in compromise or resolution of obligations of trade creditors
or customers that were incurred in the ordinary course of business of the Issuer or any of
its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of any trade creditor or customer;




(19) Investments acquired after the Issue Date as a result of the acquisition by the Issuer
or any Restricted Subsidiary of another Person that becomes a Restricted Subsidiary by way
of a merger, amalgamation or consolidation with or into the Issuer or any of its Restricted
Subsidiaries in a transaction that is not prohibited by Article 5, after the Issue Date to
the extent that such Investments were not made in contemplation of such acquisition, merger,
amalgamation or consolidation and were in existence on the date of such acquisition, merger,
amalgamation or consolidation; and




(20) additional Investments by the Issuer or any of its Restricted Subsidiaries having an
aggregate Fair Market Value, taken together with all other Investments made pursuant to this
clause (20), not to exceed $5.0 million at any one time outstanding.


“Permitted Liens” means the following types of Liens:





(1) Liens on the Collateral securing Indebtedness and other obligations under Credit
Facilities that was permitted by the terms of this Indenture to be incurred pursuant to
Section 4.03(c)(i) or Section 4.03(c)(xix) and/or securing Hedging Obligations related
thereto, which Liens may be pari passu to the Liens securing the Notes and the Guarantees;




(2) deposits of cash or government bonds made in the ordinary course of business to secure
surety or appeal bonds to which such Person is a party;




(3) Liens in favor of issuers of performance, surety bid, indemnity, warranty, release,
appeal or similar bonds or with respect to other regulatory requirements or letters of
credit or bankers’ acceptances issued, and completion guarantees provided for, in each case
pursuant to the request of and for the account of such Person in the ordinary course of its
business or consistent with past practice;



-18-









 






(4) Liens on property or shares of stock of a Person at the time such Person becomes a
Subsidiary; provided, however, that such Liens are not created or incurred in connection
with, or in contemplation of, such other Person becoming such a Subsidiary; provided,
further, however, that such Liens may not extend to any other property owned by the Issuer
or any Restricted Subsidiary;




(5) Liens on property at the time the Issuer or a Restricted Subsidiary acquired the
property, including any acquisition by means of a merger or consolidation with or into the
Issuer or any Restricted Subsidiary; provided, however, that such Liens are not created or
incurred in connection with, or in contemplation of, such acquisition; provided, further,
however, that such Liens may not extend to any other property owned by the Issuer or any
Restricted Subsidiary;




(6) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the
Issuer or another Restricted Subsidiary permitted to be incurred under Section 4.03 hereof;




(7) Liens securing Hedging Obligations so long as the related Indebtedness is permitted to
be incurred under this Indenture and is secured by a Lien on the same property securing such
Hedging Obligation;




(8) Liens on specific items of inventory or other goods and proceeds of any Person securing
such Person’s obligations in respect of bankers’ acceptances issued or created for the
account of such Person to facilitate the purchase, shipment or storage of such inventory or
other goods;




(9) Liens in favor of the Issuer or any Subsidiary Guarantor;




(10) Liens for taxes, assessments or other governmental charges or levies not yet
delinquent, or which are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted and as to which the Issuer or its Restricted
Subsidiaries shall have set aside on its books such reserves as may be required pursuant to
GAAP;




(11) judgment Liens not giving rise to an Event of Default so long as such Lien is
adequately bonded and any appropriate legal proceedings which may have been duly initiated
for the review of such judgment shall not have been finally terminated or the period within
which such proceedings may be initiated shall not have expired;




(12) (A) pledges and deposits made in the ordinary course of business in compliance with the
Federal Employers Liability Act or any other workers’ compensation, unemployment insurance
and other social security laws or regulations and deposits securing liability to insurance
carriers under insurance or self-insurance arrangements in respect of such obligations and
(B) pledges and deposits securing liability for reimbursement or indemnification obligations
of (including obligations in respect of letters of credit or bank guarantees for the benefit
of) insurance carriers providing property, casualty or liability insurance to the Issuer or
any Restricted Subsidiary;



-19-









 






(13) Liens imposed by law, including landlord’s, carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course
of business;




(14) survey exceptions, easements or reservations of, or rights of others for, licenses,
rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar
purposes, or zoning or other restrictions as to the use of real property that were not
incurred in connection with Indebtedness and that do not in the aggregate materially
adversely affect the value of said properties or materially impair their use in the
operation of the business of such Person;




(15) banker’s Liens, rights of setoff and similar Liens with respect to cash and Cash
Equivalents on deposit in one or more bank accounts in the ordinary course of business;




(16) Liens arising solely by virtue of any statutory or common law provision relating to
banker’s liens, rights of set-off or similar rights;




(17) Liens securing obligations in respect of trade-related letters of credit permitted
under Section 4.03 hereof and covering the goods (or the documents of title in respect of
such goods) financed by such letters of credit and the proceeds and products thereof;




(18) any interest or title of a lessor under any lease or sublease entered into by the
Issuer or any Restricted Subsidiary in the ordinary course of business;




(19) licenses of intellectual property granted in a manner consistent with past practice;




(20) Liens in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods;




(21) Liens solely on any cash earnest money deposits made by the Issuer or any of the
Restricted Subsidiaries in connection with any letter of intent or purchase agreement
permitted hereunder;




(22) Liens securing Capitalized Lease Obligations or other Indebtedness permitted to be
incurred under Section 4.03(c)(iv) and Section 4.03(c)(xvii); provided, however, that such
Liens may not extend to property owned by the Issuer or any Restricted Subsidiary other than
the property and proceeds thereof being leased, improved or acquired pursuant to such
clauses (iv) and (xvii); provided, further, that the Liens securing Indebtedness incurred
under such clause (xvii) may be secured by the Collateral on a pari passu basis with the
Notes only to the extent provided in such clause;




(23) Liens existing on the Issue Date to the extent and in the manner such Liens are in
effect on the Issue Date;




(24) Liens securing the Notes or the Guarantees;




(25) Liens securing obligations incurred in the ordinary course of business and not in the
aggregate materially detracting from the value of the affected properties or their use in



-20-









 







the operation of the business of the Issuer and its Restricted Subsidiaries or other
Indebtedness permitted to be incurred under Section 4.03(c); provided, however, that the
aggregate amount of Indebtedness and other obligations permitted to be secured pursuant to
this clause (25) does not exceed $5.0 million outstanding at any one time;




(26) Liens on the Collateral securing Indebtedness and other obligations permitted to be
incurred under Section 4.03(c) which Liens are junior to the Lien securing the Notes and the
Guarantees pursuant to the Junior Lien Intercreditor Agreement;




(27) Refinancings of Indebtedness secured by any Liens referred to in clauses (1), (4), (5),
(23) and (24); provided, however, that (A) such Lien may not extend to property owned by the
Issuer or any Restricted Subsidiary other than the property that secured the original Lien
(and any improvements on such property), and (B) the Indebtedness secured by such Lien at
such time is not increased to any amount greater than the sum of (1) the amount outstanding
at the time of the original Lien and (2) the amount necessary to pay any fees and expenses,
including premiums, related to such refinancing, refunding, extension, renewal or
replacement; and




(28) Liens securing trust funds deposited with the Trustee under the Existing Indenture in
an amount required to, and solely for the purpose of, discharging the Existing Indenture in
accordance with Section 8.01 thereof.


“Person” means any individual, corporation, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, limited liability company or government or other
entity.



“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends upon
liquidation, dissolution or winding up.



“Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the
Notes for reasons outside of the Issuer’s control, Fitch, unless at such time Fitch ceases to rate
the Notes for reasons outside of the Issuer’s control, in which case another “nationally recognized
statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange
Act selected by the Issuer as a replacement agency for Moody’s, S&P or Fitch, as the case may be.



“Restricted Investment” means an Investment other than a Permitted Investment.



“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer that is
not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted
Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the
definition of “Restricted Subsidiary.”



“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.



“Satellite” means any satellite owned by, or leased to, the Issuer or any of its Restricted
Subsidiaries and any satellite purchased pursuant to the terms of a Satellite Purchase Agreement,


-21-









 






whether such satellite is in the process of manufacture, has been delivered for launch or is in
orbit (whether or not in operational service).



“Satellite Construction Collateral Account” means any segregated account pledged under the Security
Documents that is under the sole control of the Collateral Agent and that is free from all other
Liens (other than Permitted Liens described in clauses (10), (16) and (24) of the definition of
“Permitted Liens”) and that includes the Original Issuance Restricted Amount and all net proceeds
received by the Issuer or any Restricted Subsidiary from Indebtedness incurred under Section
4.03(c)(xvii) and, in each case, interest earned thereon.



“Satellite Manufacturer” means, with respect to any Satellite, the prime contractor and
manufacturer of such Satellite.



“Satellite Purchase Agreement” means, with respect to any Satellite, the agreement between the
applicable Satellite Purchaser and the applicable Satellite Manufacturer relating to the
manufacture, testing and delivery of such Satellite.



“Satellite Purchaser” means the Issuer or Restricted Subsidiary that is a party to a Satellite
Purchase Agreement.



“Secured Consolidated Total Indebtedness” means, with respect to any Person as at any date of
determination, the aggregate amount of all outstanding Secured Indebtedness of such Person and its
Restricted Subsidiaries.



“Secured Debt to Adjusted Cash EBITDA Ratio” means, with respect to any Person for the relevant
Secured Debt Calculation Period (as defined below), the ratio determined in accordance with the
next succeeding paragraph.



For purposes of this definition, the Secured Debt Calculation Period shall mean:





(a) the fiscal quarter ended June 30, 2009, if the most recently ended fiscal quarter for
which internal financial statements are available is June 30, 2009, in which case the ratio
shall be the ratio of (1) Secured Consolidated Total Indebtedness as of the end of such
fiscal quarter to (2) Adjusted Cash EBITDA for the quarter ended June 30, 2009 annualized;




(b) the fiscal quarter ended September 30, 2009, if the most recently ended fiscal quarter
for which internal financial statements are available is September 30, 2009, in which case
the ratio shall be the ratio of (1) Secured Consolidated Total Indebtedness as of the end of
such fiscal quarter to (2) Adjusted Cash EBITDA for the quarter ended September 30, 2009
annualized;




(c) the fiscal quarter ended December 31, 2009, if the most recently ended fiscal quarter
for which internal financial statements are available is December 31, 2009, in which case
the ratio shall be the ratio of (1) Secured Consolidated Total Indebtedness as of the end of
such fiscal quarter to (2) Adjusted Cash EBITDA for the quarters ended September 30, 2009
and December 31, 2009 annualized;



-22-









 






(d) the fiscal quarter ended March 31, 2010, if the most recently ended fiscal quarter for
which internal financial statements are available is March 31, 2010, in which case the ratio
shall be the ratio of (1) Secured Consolidated Total Indebtedness as of the end of such
fiscal quarter to (2) Adjusted Cash EBITDA for the quarters ended September 30, 2009,
December 31, 2009 and March 31, 2010 annualized; and




(e) the fiscal quarter ended June 30, 2010 or any subsequent fiscal quarter end, if the most
recently ended fiscal quarter for which internal financial statements are available is
June 30, 2010 or any fiscal quarter ending thereafter, in which case the ratio shall be the
ratio of (1) Secured Consolidated Total Indebtedness as of the end of such fiscal quarter to
(2) Adjusted Cash EBITDA for the latest four completed fiscal quarters for which internal
financial statements are available;


in each case calculated on a pro forma basis to give effect to certain transactions and actions,
and in a manner and method of determination, consistent with the manner in which the Debt to
Adjusted Cash EBITDA Ratio is calculated.



“Secured Indebtedness” means funded Indebtedness that is secured by a Lien, excluding Indebtedness
that is secured by Liens that contractually rank junior to the Liens on the Collateral securing the
Notes.



“Secured Parties” shall have the meaning assigned to such term in the Security Agreement.



“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder.



“Security Agreement” means that Security Agreement, dated as of the Issue Date, by and among the
Issuer, the Subsidiary Guarantors and the Collateral Agent, as amended, restated or supplemented
from time to time.



“Security Documents” means, collectively, the Security Agreement, the Aircraft Security Agreement
and all mortgages, deeds of trust, deeds to secure debt, pledge agreements, collateral assignments,
other security agreements, including with respect to aircraft, fiduciary transfers, debentures or
other documents or instruments granting or evidencing or creating or purporting to grant, evidence
or create any Lien on any Collateral in favor of the Collateral Agent for the benefit of Holders,
as each may be amended, supplemented or otherwise modified from time to time.



“Senior Unsecured Pari Passu Indebtedness” means:





(1) with respect to the Issuer, any Indebtedness that ranks pari passu in right of payment
to the Notes but is unsecured; and




(2) with respect to any Subsidiary Guarantor, any Indebtedness that ranks pari passu in
right of payment to such Subsidiary Guarantor’s Guarantee but is unsecured.



-23-









 




“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary”
as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act,
as such Regulation is in effect on the Issue Date.



“Stated Maturity” means, with respect to any installment of interest or principal on any series of
Indebtedness, the day on which the payment of interest or principal was scheduled to be paid in the
original documentation governing such Indebtedness, and will not include any contingent obligations
to repay, redeem or repurchase any such interest or principal prior to the date originally
scheduled for the payment thereof.



“Subsidiary” means, with respect to any specified Person:





(1) any corporation, association or other business entity, of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees thereof is at
the time owned or controlled, directly or indirectly, by that Person or one or more of the
other Subsidiaries of that Person (or a combination thereof); and




(2) any partnership, joint venture, limited liability company or similar entity of which
(x) more than 50% of the capital accounts, distribution rights, total equity and voting
interests or general or limited partnership interests, as applicable, are owned or
controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person or a combination thereof whether in the form of membership, general, special
or limited partnership interests or otherwise and (y) such Person or any Restricted
Subsidiary of such Person is a controlling general partner or otherwise controls such
entity.


“Subsidiary Guarantor” means the Persons named as such on the signature pages hereto and any other
Person that incurs a Guarantee of the Notes; provided that upon the release and discharge of such
Person from its Guarantee in accordance with this Indenture, such Person shall cease to be a
Subsidiary Guarantor.



“Tangible Assets” means the total consolidated assets, less goodwill and intangibles, of the Issuer
and its Restricted Subsidiaries as shown on the most recent balance sheet of the Issuer.



“Tender Offer” means the Issuer’s cash tender offer for, and solicitation of consents from, the
holders of the Floating Rate Notes, pursuant to the Offer to Purchase and Consent Solicitation
Statement dated September 11, 2009.



“Treasury Rate” means with respect to the Notes, as of the applicable redemption date, the yield to
maturity as of such redemption date of United States Treasury securities with a constant maturity
(as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that
has become publicly available at least two Business Days prior to such redemption date (or, if such
Statistical Release is no longer published, any publicly available source of similar market data))
most nearly equal to the period from such redemption date to October 1, 2013; provided, however,
that if the period from such redemption date to October 1, 2013 is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to a constant maturity
of one year will be used.




-24-









 







“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and the rules and
regulations of the Commission promulgated thereunder.



“Trust Officer” means, any officer of the Trustee within the Corporate Trust Division Corporate
Finance Unit (or any successor unit) of the Trustee located at the corporate trust office of the
Trustee who has direct responsibility for the administration of this Indenture and, for the
purposes of Section 7.01(c)(ii) and the second sentence of Section 7.05, shall also mean any other
officer of the Trustee to whom any corporate trust matter is referred because of such person’s
knowledge of and familiarity with the particular subject matter.



“Trustee” means, initially, The Bank of New York Mellon, in its capacity as Trustee hereunder; and
its successors in such capacity.



“Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to
time, 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 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.



“Unrestricted Subsidiary” means (i) any Subsidiary of the Issuer that at the time of determination
is an Unrestricted Subsidiary (as designated by the Board of Directors of the Issuer, as provided
below) and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer
may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly
acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any
of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any
property of, the Issuer or any Subsidiary of the Issuer (other than any Subsidiary of the
Subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary must be an entity of
which the Equity Interests (including partnership interests) entitled to cast at least a majority
of the votes that may be cast by Equity Interests having ordinary voting power for the election of
directors or other governing body are owned, directly or indirectly, by the Issuer, (b) such
designation complies with Section 4.04 and (c) each of (I) the Subsidiary to be so designated and
(II) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur,
issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any
Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any
Restricted Subsidiary. The Board of Directors of the Issuer may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such
designation, no Default or Event of Default shall have occurred and be continuing and the Issuer
would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt
to Adjusted Cash EBITDA Ratio test set forth in Section 4.03(a) on a pro forma basis taking into
account such designation. Any such designation by the Board of Directors of the Issuer shall be
notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the board
resolution giving effect to such designation and an Officers’ Certificate certifying that such
designation complied with the foregoing provisions.




-25-









 







“Vendor Financing” means any Indebtedness permitted under Section 4.03(c)(xvii) but only to the
extent such Indebtedness is owing to the manufacturer of the Satellites.



“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the
time entitled to vote in the election of the Board of Directors of such Person.



“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number
of years obtained by dividing:





(1) the sum of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of principal,
including payment at final maturity, in respect of the Indebtedness, by (b) the number of
years (calculated to the nearest one-twelfth) that will elapse between such date and the
making of such payment; by




(2) the then outstanding principal amount of such Indebtedness.


“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding
Capital Stock or other ownership interests of which (other than directors’ qualifying shares or
nominee or other similar shares required pursuant to applicable law) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or
more Wholly Owned Subsidiaries of such Person.





Section 1.02 Other Definitions



	 	 	 
	 	 	Defined in
	Term	 	Section
	“Affiliate Transaction”
	 	4.07
	“Agent Members”
	 	Appendix A
	“Appendix”
	 	Preamble
	“Asset Sale Offer”
	 	4.06(b)
	“Bankruptcy Law”
	 	6.01
	“Change of Control Date”
	 	4.08(b)
	“Change of Control Offer”
	 	4.08(a)
	“Change of Control Payment”
	 	4.08(b)
	“Change of Control Purchase Date”
	 	4.08(b)
	“Clearstream”
	 	Appendix A
	“Covenant Defeasance”
	 	8.02(b)
	“Covenant Suspension Event”
	 	4.12
	“Custodian”
	 	6.01
	“Definitive Notes”
	 	Appendix A
	“Depository”
	 	Appendix A
	“Euroclear”
	 	Appendix A
	“Event of Default”
	 	6.01
	“Excess Proceeds”
	 	4.06(b)
	“Exchange Notes”
	 	Preamble
	“Global Notes Legend”
	 	Appendix A






-26-









 






	 	 	 
	 	 	Defined in
	Term	 	Section
	“Global Notes”
	 	Appendix A
	“Guaranteed Obligations”
	 	11.01(a)
	“IAI”
	 	Appendix A
	“incorporated provision”
	 	12.01
	“incur”
	 	4.03(a)
	“Initial Purchasers”
	 	Appendix A
	“Issuer”
	 	Preamble
	“Legal Defeasance”
	 	8.02(a)
	“Notes”
	 	Preamble
	“Offer Period”
	 	4.06(d)
	“OID Legend”
	 	Appendix A
	“Original Notes”
	 	Preamble
	“Paying Agent”
	 	2.04(a)
	“Permitted Debt”
	 	4.03(c)
	“Process Agent”
	 	12.10(c)
	“protected purchaser”
	 	2.08
	“Purchase Agreement”
	 	Appendix A
	“QIB”
	 	Appendix A
	“Reference Date”
	 	4.04(a)
	“Refinancing Indebtedness”
	 	4.03(c)
	“Registered Exchange Offer”
	 	Appendix A
	“Registrar”
	 	2.04
	“Registration Rights Agreement”
	 	Appendix A
	“Regulation S”
	 	Appendix A
	“Released Collateral”
	 	10.05(b)
	“Restricted Global Notes”
	 	Appendix A
	“Restricted Notes Legend”
	 	Appendix A
	“Restricted Payments”
	 	4.04(a)
	“Restricted Period”
	 	Appendix A
	“Restricted Proceeds Offer”
	 	4.17
	“Restricted S Notes”
	 	Appendix A
	“Reversion Date”
	 	4.12
	“Rule 144A Notes”
	 	Appendix A
	“Rule 144A”
	 	Appendix A
	“Rule 501”
	 	Appendix A
	“Satellite Event of Loss”
	 	4.15(d)
	“Securities Custodian”
	 	Appendix A
	“Shelf Registration Statement”
	 	Appendix A
	“Successor Company”
	 	5.01
	“Successor Subsidiary Guarantor”
	 	5.02
	“Suspended Covenants”
	 	4.12
	“Transfer Restricted Global Notes”
	 	Appendix A
	“Transfer Restricted Notes”
	 	Appendix A
	“Unrestricted Definitive Note”
	 	Appendix A
	“Unrestricted Global Note”
	 	Appendix A






-27-









 






     Section 1.03 Incorporation by Reference of Trust Indenture Act. This Indenture incorporates
by reference certain provisions of the Trust Indenture Act. The following Trust Indenture Act
terms have the following meanings:



     “Commission” means the Securities and Exchange Commission.



     “indenture securities” means the Notes and the Guarantees.



     “obligor” on the indenture securities means the Issuer, the Subsidiary Guarantors and any
other obligor on the Notes.



     All other Trust Indenture Act terms used in this Indenture that are defined in the Trust
Indenture Act, defined by the Trust Indenture Act by reference to another statute, or are defined
by the Commission have the meanings assigned to them by such definitions.



     Section 1.04 Rules of Construction. Unless the context otherwise requires:




     (a) a term has the meaning assigned to it;




     (b) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;




     (c) “or” is not exclusive;




     (d) “including” means including without limitation;




     (e) words in the singular include the plural and words in the plural include the
singular;




     (f) the principal amount of any non-interest bearing or other discount security at any
date shall be the principal amount thereof that would be shown on a balance sheet of the
issuer dated such date prepared in accordance with GAAP;




     (g) the principal amount of any Preferred Stock shall be (i) the maximum liquidation
value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory
repurchase price with respect to such Preferred Stock, whichever is greater;




     (h) unless otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all financial
statements required to be delivered hereunder shall be prepared in accordance with GAAP;



-28-









 






     (i) “$” and “U.S. Dollars” each refer to United States dollars, or such other money of
the United States of America that at the time of payment is legal tender for payment of
public and private debts; and




     (j) whenever in this Indenture there is mentioned, in any context, principal, interest
or any other amount payable under or with respect to any Notes, such mention shall be deemed
to include mention of the payment of Additional Interest, to the extent that, in such
context, additional interest is, was or would be payable in respect thereof.



ARTICLE 2

THE NOTES




     Section 2.01 Amount of Notes. The aggregate principal amount of Original Notes which may be
authenticated and delivered under this Indenture on the Issue Date is $400,000,000.



     The Issuer may from time to time after the Issue Date issue Additional Notes under this
Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness
represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such
Additional Notes are issued in compliance with the other applicable provisions of this Indenture.
With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes
pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.03(c), 4.06(i) or 4.08(c) or the Appendix), there
shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set
forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one
or more indentures supplemental hereto, prior to the issuance of such Additional Notes:




     (1) the aggregate principal amount of such Additional Notes which may be authenticated
and delivered under this Indenture,




     (2) the issue price and issuance date of such Additional Notes, including the date from
which interest on such Additional Notes shall accrue;




     (3) if applicable, that such Additional Notes shall be issuable in whole or in part in
the form of one or more Global Notes and, in such case, the respective depositaries for such
Global Notes, the form of any legend or legends which shall be borne by such Global Notes in
addition to or in lieu of those set forth in Exhibit A and any circumstances in
addition to or in lieu of those set forth in Section 2.2 of the Appendix in which any such
Global Notes may be exchanged in whole or in part for Additional Notes registered, or any
transfer of such Global Notes in whole or in part may be registered, in the name or names of
Persons other than the depositary for such Global Notes or a nominee thereof; and.




     (4) if applicable, that such Additional Notes that are not Transfer Restricted Notes
shall not be issued in the form set forth in Exhibit A, but shall be issued in the
form of Exchange Notes as set forth in Exhibit B.



-29-









 





     If any of the terms of any Additional Notes are established by action taken pursuant to a
resolution of the Board of Directors, a copy of an appropriate record of such action shall be
certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at
or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting
forth the terms of the Additional Notes.



     Section 2.02 Form and Dating. Provisions relating to the Original Notes, the Additional Notes
and the Exchange Notes are set forth in the Appendix, which is hereby incorporated in and expressly
made a part of this Indenture. The Original Notes, the Additional Notes (if issued as Transfer
Restricted Notes) and the Trustee’s certificate of authentication shall each be substantially in
the form of Exhibit A, which is hereby incorporated in and expressly made a part of this
Indenture. (i) The Exchange Notes and the Trustee’s certificate of authentication and (ii) any
Additional Notes issued other than as Transfer Restricted Notes and the Trustee’s certificate of
authentication shall each be substantially in the form of Exhibit B, which is hereby
incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends
or endorsements required by law, stock exchange rule, agreements to which the Issuer or any
Subsidiary Guarantor, if applicable, is subject, if any, or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Issuer). Each Note shall be dated the date of
its authentication. The Notes shall be issuable only in registered form without interest coupons
and, only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.



     Section 2.03 Execution and Authentication. The Trustee shall authenticate and make available
for delivery upon a written order of the Issuer signed by an Officer (a) Original Notes for
original issue on the Issue Date in an aggregate principal amount of $400,000,000, (b) subject to
the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at
the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered
Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of
Original Notes and Additional Notes exchanged pursuant thereto or otherwise pursuant to an
effective registration statement under the Securities Act. Such order shall specify the amount of
the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated
and whether the Notes are to be Original Notes, Additional Notes or Exchange Notes.
Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of
Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and
integral multiples of $1,000 in excess thereof.



     One Officer shall sign the Notes for the Issuer by manual or facsimile signature.



     If an Officer whose signature is on a Note no longer holds that office at the time the Trustee
authenticates the Note, the Note shall be valid nevertheless.



     A Note shall not be valid until an authorized signatory of the Trustee manually signs the
certificate of authentication on the Note. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.



     The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuer
to authenticate the Notes. Any such appointment shall be evidenced by an instrument



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signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited
by the terms of such appointment, an authenticating agent may authenticate Notes whenever the
Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying
Agent or agent for service of notices and demands.



     Section 2.04 Registrar and Paying Agent.



     (a) The Issuer shall maintain (i) an office or agency where Notes may be presented for
registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency in the
Borough of Manhattan, the City of New York, the State of New York where Notes may be presented for
payment (the “Paying Agent”). The Registrar shall keep a register of the Notes and of their
transfer and exchange. The Issuer may have one or more co-registrars and one or more additional
paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes
any additional paying agents. The Issuer initially appoints the Trustee as (i) Registrar and
Paying Agent in connection with the Notes and (ii) the Securities Custodian with respect to the
Global Notes.



     (b) The Trustee shall act as Registrar and Paying Agent and shall be entitled to appropriate
compensation therefor pursuant to Section 7.07. The Issuer or any of its domestically organized
Wholly Owned Subsidiaries may act as Paying Agent or Registrar.



     (c) The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar
or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective
until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate
agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may
be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve
as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i)
above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and
the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if
the Trustee also resigns as Trustee in accordance with Section 7.08.



     Section 2.05 Paying Agent to Hold Money in Trust. Prior to each due date of the principal of
and interest on any Note, the Issuer shall deposit with each Paying Agent (or if the Issuer or a
Wholly Owned Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of
the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming
due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that
a Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such
Paying Agent for the payment of principal of and interest on the Notes, shall notify the Trustee of
any default by the Issuer in making any such payment and shall, during the continuance of any
default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect
of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums held
in trust by such Paying Agent for payment in respect of the Notes. If the Issuer or a Wholly Owned
Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying
Agent and hold it in trust for the benefit of the Persons entitled thereto. The Issuer at any time
may require a Paying Agent to pay all money held by it



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to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying
with this Section 2.05, a Paying Agent shall have no further liability for the money delivered to
the Trustee.



     Section 2.06 Holder Lists. The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of Holders. If the
Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, to the
Trustee, in writing at least five Business Days before each interest payment date and at such other
times as the Trustee may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of Holders.



     Section 2.07 Transfer and Exchange. The Notes shall be issued in registered form and shall be
transferable only upon the surrender of a Note for registration of transfer and in compliance with
the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the
Registrar shall register the transfer as requested if its requirements therefor are met. When
Notes are presented to the Registrar with a request to exchange them for an equal principal amount
of Notes of other denominations, the Registrar shall make the exchange as requested if the same
requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute
and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require
payment of a sum sufficient to pay all taxes, assessments or other governmental charges in
connection with any transfer or exchange pursuant to this Section 2.07. The Issuer shall not be
required to make, and the Registrar need not register, transfers or exchanges of Notes selected for
redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be
redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed.



     Prior to the due presentation for registration of transfer of any Notes, the Issuer, the
Subsidiary Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the
Person in whose name a Note is registered as the absolute owner of such Note for the purpose of
receiving payment of principal of and (subject to the record date provisions of the Notes)
interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is
overdue, and none of the Issuer, any Subsidiary Guarantor (if applicable), the Trustee, a Paying
Agent or the Registrar shall be affected by notice to the contrary.



     Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial
interest, agree that transfers of beneficial interests in such Global Note may be effected only
through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b)
any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial
interest in such Global Note shall be required to be reflected in a book entry.



     All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall
evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes
surrendered upon such transfer or exchange.



     Section 2.08 Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the
Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer
shall issue and the Trustee shall authenticate a replacement Note if the Holder (a) provides



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to the Issuer and the Trustee evidence to their reasonable satisfaction of such loss,
destruction or wrongful taking and the Registrar does not register a transfer prior to receiving
such evidence, (b) makes such request to the Issuer prior to the Note being acquired by a protected
purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and
(c) satisfies any other reasonable requirements of the Issuer and the Trustee. If required by the
Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of
the Trustee to protect the Issuer, the Trustee, a Paying Agent and the Registrar from any loss that
any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for
their expenses in replacing a Note (including without limitation, attorneys’ fees and disbursements
in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note
has become or is about to become due and payable, the Issuer in its discretion may pay such Note
instead of issuing a new Note in replacement thereof.



     Every replacement Note is an additional obligation of the Issuer.



     The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of mutilated, lost,
destroyed or wrongfully taken Notes.



     Section 2.09 Outstanding Notes.



     (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee
except for:




     (1) Notes cancelled by the Trustee or delivered to it for cancellation;




     (2) any Note which has been replaced or paid pursuant to Section 2.08 unless and until
the Trustee and the Issuer receive proof satisfactory to them that the replaced or paid Note
is held by a protected purchaser; and




     (3) on or after the maturity date or any redemption date or date for purchase of the
Notes pursuant to an offer to purchase, those Notes payable or to be redeemed or purchased
on that date for which the Trustee (or Paying Agent, other than the Issuer or an Affiliate
of the Issuer) holds money sufficient to pay all amounts then due.



     (b) A Note does not cease to be outstanding because the Issuer or one of its Affiliates holds
the Note; provided that in determining whether the Holders of the requisite principal amount of the
outstanding Notes have given or taken any request, demand, authorization, direction, notice,
consent, waiver or other action hereunder, Notes owned by the Issuer or any Affiliate of the Issuer
will be disregarded and deemed not to be outstanding, (it being understood that in determining
whether the Trustee is protected in relying upon any such request, demand, authorization,
direction, notice, consent, waiver or other action, only Notes which a Trust Officer of the Trustee
knows to be so owned will be so disregarded).



     (c) If a Paying Agent segregates (if such Paying Agent is the Issuer or a Wholly-Owned
Subsidiary of the Issuer) and holds in trust, in accordance with this Indenture, on a redemption
date or maturity date, money sufficient to pay all principal and interest payable on that date with
respect to the Notes (or portions thereof) to be redeemed or maturing, as the case



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may be, and no Paying Agent is prohibited from paying such money to the Holders on that date
pursuant to the terms of this Indenture, then on and after that date such Notes (or portions
thereof) will cease to be outstanding and interest on them ceases to accrue.



     Section 2.10 Temporary Notes. In the event that Definitive Notes are to be issued under the
terms of this Indenture, until such Definitive Notes are ready for delivery, the Issuer may prepare
and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the
form of Definitive Notes but may have variations that the Issuer considers appropriate for
temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall
authenticate Definitive Notes and make them available for delivery in exchange for temporary Notes
upon surrender of such temporary Notes at the office or agency of the Issuer, without charge to the
Holders. Until such exchange, temporary Notes shall be entitled to the same rights, benefits and
privileges as Definitive Notes.



     Section 2.11 Cancellation. The Issuer at any time may deliver Notes to the Trustee for
cancellation. The Registrar and each Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else
shall cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation
and shall dispose of canceled Notes in accordance with its customary procedures or deliver canceled
Notes to the Issuer pursuant to written direction by an Officer. The Issuer may not issue new
Notes to replace Notes it has redeemed, paid or delivered to the Trustee for cancellation. The
Trustee shall not authenticate Notes in place of canceled Notes other than pursuant to the terms of
this Indenture.



     Section 2.12 Defaulted Interest. If the Issuer defaults in a payment of interest on the
Notes, the Issuer shall pay the defaulted interest then borne by the Notes (plus interest on such
defaulted interest to the extent lawful) in any lawful manner. The Issuer may pay the defaulted
interest to the Persons who are Holders on a subsequent special record date. The Issuer shall fix
or cause to be fixed any such special record date and payment date to the reasonable satisfaction
of the Trustee and shall promptly mail or cause to be mailed to each affected Holder a notice that
states the special record date, the payment date and the amount of defaulted interest to be paid.



     Section 2.13 CUSIP Numbers, ISINs, etc. The Issuer in issuing the Notes may use CUSIP
numbers, ISINs and “Common Code” numbers (if then generally in use) and, if so, the Trustee shall
use CUSIP numbers, ISINs and “Common Code” numbers in notices of redemption as a convenience to
Holders; provided, however, that any such notice may state that no representation is made as to the
correctness of such numbers, either as printed on the Notes or as contained in any notice of a
redemption, that reliance may be placed only on the other identification numbers printed on the
Notes and that any such redemption shall not be affected by any defect in or omission of such
numbers. The Issuer shall advise the Trustee of any change in the CUSIP numbers, ISINs and “Common
Code” numbers.



ARTICLE 3

REDEMPTION




     Section 3.01 Redemption at Option of Issuer. (a) At any time on or after October 1, 2013, the
Issuer may on one or more occasions redeem all or a part of the Notes, upon not less



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than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any,
to the redemption date, if redeemed during the twelve-month period beginning on October 1 of the
years indicated below:



	 	 	 	 	 
	2013
	 	 	104.813	%
	2014 and thereafter
	 	 	100.000	%






     (b) At any time prior to October 1, 2013, the Issuer may redeem the Notes, at its option, in
whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior
notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal
to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and
accrued and unpaid interest and Additional Interest, if any, to the applicable redemption date.
The Issuer shall give the Trustee notice of the amount of the Applicable Premium promptly after the
calculation thereof and the Trustee shall have no responsibility for such calculation.



     The Issuer may acquire Notes by means other than a redemption, whether by tender offer, open
market purchases, negotiated transactions, exchange offers or otherwise, in accordance with
applicable securities laws, so long as such acquisition does not otherwise violate the terms of
this Indenture.



     Section 3.02 Optional Redemption Upon Equity Offerings. At any time on or prior to October 1,
2012, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal
amount of the Notes issued under this Indenture at a redemption price of 109.625% of the principal
amount of the Notes, plus accrued and unpaid interest and Additional Interest, if any, to the
redemption date, in each case with the net cash proceeds of one or more Equity Offerings that have
not previously been used or designated for a different purpose under this Indenture; provided that:




     (i) at least 65% of the aggregate principal amount of the Notes issued under this
Indenture remains outstanding immediately after the occurrence of such redemption; and




     (ii) the redemption occurs within 120 days of the date of closing of such Equity
Offering.



     Notice of any redemption upon any Equity Offering may be given prior to the completion
thereof.



     Section 3.03 Method and Effect of Redemption.



     (a) If the Issuer elects to redeem Notes, it must notify the Trustee of the redemption date,
the principal amount of Notes to be redeemed and the redemption price by delivering an Officers’
Certificate, to the effect that such redemption shall comply with the conditions set forth in this
Article 3, 40 to 60 days before the redemption date (unless a shorter period is required or
otherwise satisfactory to the Trustee). The Trustee shall select the Notes to be redeemed in
compliance with the requirements of the principal national securities exchange, if any, on which



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the Notes are listed, provided, that any such requirements are set forth in an Officers’
Certificate delivered by the Issuer to the Trustee prior to any such selection or if such Notes are
not so listed, on a pro rata basis, by lot or by any other method the Trustee in its sole
discretion deems fair and appropriate, in a minimum principal amount of $2,000 and in integral
multiples of $1,000 in excess thereof. The Trustee shall notify the Issuer promptly of the Notes
or portions of Notes to be called for redemption. Any such notice may be cancelled at any time
prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no
effect.



     (b) Notice of redemption must be sent by the Issuer, or at the Issuer’s request by the
Trustee, in the name and at the expense of the Issuer, to Holders whose Notes are to be redeemed at
least 30 but not more than 60 days before the redemption date, except that redemption notices may
be mailed more than 60 days prior to a redemption date if the notice is issued in connection with
Section 8.01 or Section 8.02 of this Indenture. The notice of redemption will identify the Notes
to be redeemed and will include or state the following:




     (i) the redemption date;




     (ii) the redemption price, or if not then ascertainable, the manner of calculation
thereof;




     (iii) the clause of this Indenture pursuant to which the redemption shall occur;




     (iv) the names and addresses of the Paying Agents where Notes are to be surrendered;




     (v) that notes called for redemption must be surrendered to a Paying Agent in order to
collect the redemption price and any accrued interest or Additional Interest;




     (vi) that on the redemption date the redemption price will become due and payable on
Notes called for redemption and that, unless the Issuer defaults in the payment of the
redemption price, interest on Notes called for redemption will cease to accrue on and after
the redemption date;




     (vii) if fewer than all the outstanding Notes are to be redeemed, the certificate
numbers and principal amounts of the particular Notes to be redeemed, the aggregate
principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be
outstanding after such partial redemption;




     (viii) if any Note is to be redeemed in part only, the portion of the principal amount
of that Note that is to be redeemed;




     (ix) that if any Note is to be redeemed in part, on and after the redemption date, upon
surrender of such Note, new Notes equal in principal amount to the unredeemed part will be
issued;




     (x) any condition to such redemption;



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     (xi) the CUSIP number, ISIN and/or “Common Code” number, if any, printed on the Notes
being redeemed; and




     (xii) that no representation is made as to the correctness or accuracy of the CUSIP
number or CINS number, or “common number” listed in such notice or printed on the Notes and
that the Holder should rely only on the other identification numbers printed on the Notes.



     (c) Once notice of redemption pursuant to this Section 3.03 is mailed to the Holders, Notes
called for redemption become due and payable on the redemption date and at the redemption price
stated in the notice. Upon surrender to any Paying Agent, the Issuer shall redeem such Notes at
the redemption price. Subject to Section 3.04, commencing on the redemption date, Notes called for
redemption will cease to accrue interest; provided, however, that if the redemption date is after a
regular record date and on or prior to the interest payment date, the accrued interest and
Additional Interest, if any, shall be payable to the Holder of the redeemed Notes registered on the
relevant record date. Failure to give notice or any defect in the notice to any Holder shall not
affect the validity of the notice to any other Holder. Upon surrender of any Note redeemed in
part, the Holder will receive a new note equal in principal amount to the unredeemed portion of the
surrendered Note.



     Section 3.04 Deposit of Redemption Price. Prior to 9:00 a.m., New York City time, on the
redemption date, the Issuer shall deposit with the Paying Agent (or, if the Issuer or a Wholly
Owned Subsidiary is a Paying Agent, shall segregate and hold in trust) money sufficient to pay the
redemption price of and accrued interest on all Notes or portions thereof to be redeemed on that
date other than Notes or portions of Notes called for redemption that have been delivered by the
Issuer to the Trustee for cancellation. On and after the redemption date, interest shall cease to
accrue on Notes or portions thereof called for redemption so long as the Issuer has deposited with
the Paying Agent funds sufficient to pay the applicable redemption price and accrued and unpaid
interest and Additional Interest, if any, on, the Notes to be redeemed, unless a Paying Agent is
prohibited from making such payment pursuant to the terms of this Indenture.



     Section 3.05 Mandatory Redemption. The Issuer shall not be required to make any mandatory
redemption or sinking fund payments with respect to the Notes.



ARTICLE 4

COVENANTS




     Section 4.01 Payment of Notes.



     (a) The Issuer agrees to pay the principal of and interest on the Notes on the dates and in
the manner provided in the Notes and this Indenture. Not later than 9:00 a.m. (New York City time)
on the due date of any principal of or interest on any Notes, or any redemption or purchase price
of the Notes, the Issuer will deposit with the Trustee (or Paying Agent) money in immediately
available funds sufficient to pay such amounts; provided that if the Issuer or a Wholly Owned
Subsidiary is acting as Paying Agent, it will, on or before each due date, segregate and hold in a
separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts
until paid to such Holders or otherwise disposed of as provided in



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this Indenture. In each case the Issuer will promptly notify the Trustee of its compliance
with this paragraph.



     (b) An installment of principal or interest will be considered paid on the date due if the
Trustee (or Paying Agent, other than the Issuer or a Wholly-Owned Subsidiary of the Issuer) holds
on that date money designated for and sufficient to pay the installment. If the Issuer or a
Wholly-Owned Subsidiary of the Issuer acts as Paying Agent, an installment of principal or interest
will be considered paid on the due date only if paid to the Holders.



     (c) Additional Interest shall be paid at the same times, in the same manner and to the same
Persons as ordinary interest on the Notes. The Issuer shall notify the Trustee within five Business
Days after each and every date on which an event occurs in respect of which Additional Interest is
required to be paid and of the amount of such Additional Interest.



     Section 4.02 Reports and Other Information. Notwithstanding that the Issuer may not be
subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise
report on an annual and quarterly basis on forms provided for such annual and quarterly reporting
pursuant to rules and regulations promulgated by the Commission, the Issuer shall (x) file with the
Commission and (y) provide the Trustee and Holders with copies thereof, without cost to each
Holder, the following information:



     (a) within 90 days after the end of each fiscal year, annual financial information that would
be required to be contained in a filing with the Commission on Form 10-K if the Issuer were
required to file such a form, including (i) a “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and (ii) a report on the annual financial statements by the
Issuer’s certified independent accountants, and



     (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal
year commencing with the fiscal quarter ending September 30, 2009, all quarterly information that
would be required to be contained in a filing with the Commission on Form 10-Q if the Issuer were
required to file such a form, including “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”;


provided, however, that the Issuer shall not be so obligated to file such reports with the
Commission if the Commission does not permit such filing, in which event the Issuer shall make
available such information to securities analysts and prospective investors upon request, in
addition to providing such information to the Trustee and the Holders.




     The Issuer shall also furnish to Holders, securities analysts and prospective investors upon
request the information required to be delivered pursuant Rule 144A(d)(4) under the Securities Act.



     Notwithstanding the foregoing, the Issuer’s delivery obligations to the Trustee and Holders
described in this Section 4.02 shall be deemed to be satisfied by posting of the information and
reports referred to in clauses (a) and (b) above on the Issuer’s website or one maintained on its
behalf for such purpose; provided that the Issuer shall use reasonable efforts to inform Holders
and the Trustee of the availability of such information and reports, which may be satisfied by,
among other things, a press release on any national business press release wire



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service. In addition, availability of the foregoing materials on the Commission’s EDGAR
service shall be deemed to satisfy the Issuer’s delivery obligations to the Holders and the
Trustee.



     Section 4.03 Incurrence of Indebtedness and Issuance of Preferred Stock.



     (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness
(including Acquired Debt), and the Issuer will not permit any of its Restricted Subsidiaries to
issue any shares of Preferred Stock; provided, however, that the Issuer or any Subsidiary Guarantor
may incur Indebtedness (including Acquired Debt) (which may be guaranteed by any Subsidiary
Guarantor) if the Debt to Adjusted Cash EBITDA Ratio for the Issuer’s most recently ended four full
fiscal quarters for which internal financial statements are available immediately preceding the
date on which such additional Indebtedness is incurred would be less than or equal to 4.50 to 1.00,
determined on a pro forma basis (including a pro forma application of the net proceeds therefrom),
as if the additional Indebtedness had been incurred and the application of proceeds therefrom had
occurred at the beginning of such four-quarter period.



     (b) In addition to the limitation imposed by Section 4.03(a), any issuance of Additional Notes
shall be subject to further requirements that the Issuer shall, at its sole cost and expense, have
performed or caused to be performed all acts and executed any and all documents (including, without
limitation, the authorization of any financing statement and continuation statement) for filing
under the provisions of the Uniform Commercial Code or under any other statute, rule or regulation
of any applicable federal, state or local jurisdiction, including any filings in local real estate
land record offices, which are necessary or reasonably requested by the Trustee in order to grant
and confirm the validity, perfection and first priority (subject to Permitted Liens) of the Liens
in favor of the Trustee for the benefit of the Holders.



     (c) The limitations set forth in Section 4.03(a) will not prohibit the incurrence of any of
the following (collectively, “Permitted Debt”):




     (i) the incurrence by the Issuer and any Restricted Subsidiaries of revolving credit
Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount
at any one time outstanding under this clause (1) (with letters of credit being deemed to
have a principal amount equal to the maximum potential liability of the Issuer and its
Restricted Subsidiaries thereunder) not to exceed (A) the greater of (x) $30.0 million and
(y) 25% of Adjusted Cash EBITDA for the Issuer’s most recently ended four fiscal quarters
for which internal financial statements are available immediately preceding the date on
which such Indebtedness is incurred less (B) the stated amount of all letters of credit,
bankers’ acceptances, similar instruments or performance bonds outstanding pursuant to
clause (xix) below;




     (ii) Indebtedness represented by the Notes (other than Additional Notes) and any
Guarantees thereof issued on the Issue Date and the Exchange Notes and the related
Guarantees to be issued pursuant to the Registration Rights Agreement;



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     (iii) Indebtedness existing on the Issue Date (other than Indebtedness described in
clauses (i) and (ii) above);




     (iv) Indebtedness (including Capitalized Lease Obligations, mortgage financings or
purchase money obligations) incurred or issued by the Issuer or any Restricted Subsidiary to
finance all or any part of the purchase, lease or improvement of property (real or
personal), plant or equipment that is used or useful in a Permitted Business up to an
aggregate principal amount that, when aggregated with the principal amount of all other
Indebtedness then outstanding and incurred pursuant to this clause (iv), does not exceed
$25.0 million outstanding at any one time, so long as such Indebtedness exists at the date
of such purchase, lease or improvement, or is created within 180 days thereafter;




     (v) Indebtedness incurred by the Issuer or any Restricted Subsidiary constituting
reimbursement obligations with respect to letters of credit issued in the ordinary course of
business, including, without limitation, letters of credit, bankers’ acceptances,
performance and surety bonds, obligations in respect of workers’ compensation claims,
health, disability or other employee benefits or property, casualty or liability insurance
or self-insurance or other Indebtedness with respect to reimbursement-type obligations
regarding workers’ compensation claims; provided, however, that upon the drawing of such
letters of credit, such obligations are reimbursed within 30 days following such drawing;




     (vi) Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary
providing for indemnification, adjustment of purchase price or similar obligations, in each
case incurred or assumed in connection with the disposition or acquisition of any business,
assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person
acquiring all or any portion of such business, assets or a Subsidiary for the purpose of
financing such acquisition; provided, however, that (A) such Indebtedness is not reflected
on the balance sheet of the Issuer or any Restricted Subsidiary (contingent obligations
referred to in a footnote to financial statements and not otherwise reflected on the balance
sheet will not be deemed to be reflected on such balance sheet for purposes of this clause
(A)) and (B) the maximum assumable liability in respect of all such Indebtedness shall at no
time exceed the gross proceeds, including non-cash proceeds (the Fair Market Value of such
non-cash proceeds being measured at the time received and without giving effect to any
subsequent changes in value), actually received by the Issuer and any Restricted
Subsidiaries in connection with such disposition;




     (vii) Indebtedness of the Issuer owed to and held by any Restricted Subsidiary or
Indebtedness of a Restricted Subsidiary owed to and held by the Issuer or any Restricted
Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital
Stock or any other event that results in any such Restricted Subsidiary ceasing to be a
Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the
Issuer or a Restricted Subsidiary) shall be deemed, in each case, to constitute the
incurrence of such Indebtedness by the issuer thereof and (B) if the Issuer or any
Subsidiary Guarantor is the obligor on such Indebtedness owing to a Restricted



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Subsidiary that is not a Subsidiary Guarantor, such Indebtedness is expressly
subordinated to the prior payment in full in cash of all obligations of the Issuer with
respect to the Notes or of such Subsidiary Guarantor with respect to its Guarantee;




     (viii) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or a
Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital
Stock or any other event which results in any such Restricted Subsidiary that holds such
shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to
the Issuer or a Restricted Subsidiary) shall be deemed in each case to be an issuance of
such shares of Preferred Stock by such Restricted Subsidiary;




     (ix) Hedging Obligations of the Issuer or any Restricted Subsidiary (excluding Hedging
Obligations entered into for speculative purposes) in the ordinary course of business;




     (x) obligations in respect of performance, bid, appeal and surety bonds and performance
and completion guarantees provided by the Issuer or any Restricted Subsidiary or obligations
in respect of letters of credit related thereto, in each case in the ordinary course of
business;




     (xi) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other
obligations of any other Restricted Subsidiary so long as the incurrence of such
Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this
Indenture;




     (xii) the incurrence by the Issuer or any of its Restricted Subsidiaries of
Indebtedness in exchange for, or the net proceeds of which are used to renew, refund,
refinance, replace, defease or discharge any Indebtedness incurred as permitted under
Section 4.03(a) and Sections 4.03(c)(ii), (iii), (iv), (xvii), (xviii) and (xix) and this
Section 4.03(c)(xii) or any Indebtedness issued in exchange for or to so renew, refund,
refinance, replace, defease or discharge such Indebtedness including additional Indebtedness
incurred to pay premiums and fees in connection therewith (the “Refinancing Indebtedness”)
prior to its maturity; provided, however, that such Refinancing Indebtedness (A) has a
Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred
which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness
being refunded or refinanced, (B) to the extent such Refinancing Indebtedness refinances
Indebtedness ranking pari passu with or subordinated to the Notes, such Refinancing
Indebtedness ranks pari passu with or is subordinated to the Notes at least to the same
extent as the Indebtedness being refinanced or refunded, (C) shall not include Indebtedness
of the Issuer or a Restricted Subsidiary that refinances Indebtedness or Preferred Stock of
an Unrestricted Subsidiary, (D) shall not include Indebtedness of a Restricted Subsidiary
that refinances Indebtedness or Preferred Stock of the Issuer, (E) shall not be in a
principal amount in excess of the principal amount of, premium, if any, accrued interest on,
and related fees and expenses of, the Indebtedness being refunded or refinanced, (F) shall
not amortize prior to the Stated Maturity of the Indebtedness being refunded or refinanced
and (G) shall not have a



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Stated Maturity prior to the Stated Maturity of the Indebtedness being refunded or
refinanced;




     (xiii) Indebtedness arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument drawn against insufficient funds in the ordinary
course of business, provided that such Indebtedness, other than credit or purchase cards, is
extinguished within five business days of its incurrence;




     (xiv) Indebtedness consisting of the financing of insurance premiums in the ordinary
course of business;




     (xv) Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer supported by
a letter of credit issued pursuant to any Credit Facility in a principal amount not in
excess of the stated amount of such letter of credit;




     (xvi) Indebtedness incurred by the Issuer or any Restricted Subsidiary with respect to
the repurchase, retirement or other acquisition or retirement for value of common Equity
Interests of the Issuer or any of its direct or indirect parent entities held by any future,
present or former employee, director or consultant of the Issuer or any of its Subsidiaries
or (to the extent such person renders services to the businesses of the Issuer and its
Subsidiaries) the Issuer’s direct or indirect parent entities, pursuant to any management
equity plan or stock option plan or any other management or employee benefit plan or
agreement or arrangement; provided, however, that the aggregate amount of all such
Indebtedness does not exceed of $2.5 million outstanding at any one time;




     (xvii) Indebtedness incurred or issued by the Issuer or any Restricted Subsidiary to
finance the procurement, construction and/or launch of one or more Satellites after the
Issue Date in an amount outstanding at any one time not to exceed $50.0 million; provided
that (w) the Secured Debt to Adjusted Cash EBITDA Ratio is less than 3.25 to 1.00 on a pro
forma basis (including a pro forma application of the net proceeds therefrom), (x) if such
Indebtedness is secured by Liens on a first-priority basis, a responsible financial or
accounting officer of the Issuer shall certify in an Officers’ Certificate that the Issuer
is able to Fully Fund such Satellite or Satellites and at the time of such incurrence or
issuance, the Issuer or a Restricted Subsidiary shall have been selected by the National
Geospatial-Intelligence Agency for an award with respect to such Satellite and (y) all net
proceeds from Indebtedness incurred or issued under this clause (xvii) shall be deposited
directly into the Satellite Construction Collateral Account and shall only be available to
the Issuer or the Restricted Subsidiaries (i) for use in connection with the procurement,
construction and/or launch of such Satellite or (ii) to make a Restricted Proceeds Offer in
accordance with the procedures set forth in Section 4.17. If any net proceeds remain after
consummation of such a Restricted Proceeds Offer, the Issuer may use that remaining amount
of net proceeds for any purpose not otherwise prohibited by this Indenture;




     (xviii) Indebtedness of the Issuer or any Restricted Subsidiary equal to 100% of the
net cash proceeds from the sale of its Equity Interests (other than Disqualified Stock) or
from any equity contribution received by the Issuer from a holder of the Issuer’s



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Equity Interests subsequent to the Issue Date to the extent such net cash proceeds have
not been applied pursuant to clause (3)(w) or (3)(x) of Section 4.04(a) or Section
4.04(b)(iv)(A) to make Restricted Payments or to make other Investments, payments or
exchanges pursuant to Section 4.04(b) or to make Permitted Investments (other than Permitted
Investments specified in clauses (1) and (3) of the definition thereof);




     (xix) obligations of the Issuer or any of its Restricted Subsidiaries in respect of
letters of credit, bankers’ acceptances or similar instruments issued to, or performance
bonds posted to, customers participating in any program whereby customers, with approval
from the U.S. government, purchase equipment and software necessary to allow access to
Issuer’s Satellites and purchase access time on such Satellites and secured by cash
collateral, but in each case neither the stated amount of such letter of credit, bankers’
acceptance, similar instrument or performance bond nor the cash collateral maintained
therefor shall at any time exceed (A) the amount of cash proceeds received from such
customer or one of its affiliates as a prepayment or deposit to secure payment of amounts
due or to become due from such customer under the relevant contracts minus (B) the amount of
such cash proceeds theretofore released in payment of the Issuer or any of its Subsidiaries
under such contracts;




     (xx) Indebtedness of the Issuer or any Restricted Subsidiary incurred on or after the
Issue Date in an aggregate principal amount outstanding at any one time not to exceed $50.0
million; provided that, in the case of a Restricted Subsidiary that is not a Subsidiary
Guarantor, the aggregate principal amount of such Indebtedness outstanding at any one time
shall not exceed $5.0 million; and




     (xxi) all premium (if any), interest (including post-petition interest), fees,
expenses, charges and additional or contingent interest on obligations described in clauses
(i) through (xx) above.



     (d) Except as permitted by clauses (viii) and (xx) above, under no circumstances will any
Restricted Subsidiary issue any Preferred Stock. For purposes of determining compliance with this
Section 4.03, in the event that an item of proposed Indebtedness meets the criteria of more than
one of the categories of Permitted Debt described in clauses (i) through (xxi) above, or is
entitled to be incurred pursuant to Section 4.03(a), the Issuer will be permitted to classify all
or a portion of such item of Indebtedness on the date of its incurrence or later reclassify all or
a portion of such item of Indebtedness in any manner that complies with this Section 4.03, and all
or a portion of such item of Indebtedness will be treated as having been incurred pursuant to only
the category for which it is classified or reclassified (as applicable). The accrual of interest,
the accretion or amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of
Preferred Stock as Indebtedness due to a change in accounting principles, and the payment of
dividends on Preferred Stock or Disqualified Stock in the form of additional shares of the same
class of Preferred Stock or Disqualified Stock of the same class will not be deemed to be an
incurrence of Indebtedness or an issuance of Preferred Stock or Disqualified Stock for purposes of
this Section 4.03.



     Section 4.04 Restricted Payments.



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     (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly:




     (i) declare or pay any dividend or make any other payment or distribution on account of
the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend
or distribution payable in connection with any merger or consolidation (other than (A)
dividends or distributions by the Issuer payable in Equity Interests (other than
Disqualified Stock) of the Issuer or in options, warrants or other rights to purchase such
Equity Interests (other than Disqualified Stock) or (B) dividends or distributions by a
Restricted Subsidiary to the Issuer or any other Restricted Subsidiary so long as, in the
case of any dividend or distribution payable on or in respect of any class or series of
securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the
Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or
distribution in accordance with its Equity Interests in such class or series of securities);




     (ii) purchase, redeem or otherwise acquire or retire for value any Equity Interests of
the Issuer or any direct or indirect parent corporation of the Issuer, including in
connection with any merger or consolidation involving the Issuer;




     (iii) make any principal payment on, or redeem, repurchase, defease or otherwise
acquire or retire for value, in each case prior to any scheduled repayment, sinking fund
payment or maturity, any Indebtedness of the Issuer or any Subsidiary Guarantor subordinated
or junior in right of payment to the Notes or any Guarantee, any Junior Lien Collateral
Indebtedness or Senior Unsecured Pari Passu Indebtedness (excluding any intercompany
indebtedness between or among the Issuer and any Subsidiary Guarantor permitted under
Section 4.03(c)(vii); or




     (iv) make any Restricted Investment


(all such payments and other actions set forth in clauses (i) through (iv) above being collectively
referred to as “Restricted Payments”), unless, at the time of and after giving effect to such
Restricted Payment:





     (1) no Default or Event of Default has occurred and is continuing or would occur as a
consequence of such Restricted Payment;




     (2) the Issuer would, at the time of such Restricted Payment and after giving pro forma
effect thereto as if such Restricted Payment had been made at the beginning of the
applicable four-quarter period, have been able to incur at least $1.00 of additional
Indebtedness under Section 4.03(a); and




     (3) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including
Restricted Payments permitted by clauses (i), (ii)(B), (iv), (vi) and (vii) of Section
4.04(b), but excluding all other Restricted Payments permitted by the next succeeding
paragraph), is less than the sum of (without duplication):



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     (v) 75% of the aggregate Consolidated Net Income of the Issuer (or, if
Consolidated Net Income is a loss, minus 100% of the amount of the loss) accrued
during the period (treated as one accounting period) from July 1, 2009 to the end of
the most recent fiscal quarter ending prior to the date the Restricted Payment is to
be made (the “Reference Date”) for which internal financial statements are available
(treated as one accounting period); plus




     (w) 100% of the aggregate net cash proceeds received by the Issuer from any
Person (other than a Subsidiary of the Issuer and other than to the extent such
amounts have been applied to Restricted Payments made in accordance with clause
(iv)(A) of Section 4.04(b)) from the issuance and sale subsequent to the Issue Date
and on or prior to the Reference Date of (x) Equity Interests of the Issuer (other
than Disqualified Stock) or (y) convertible or exchangeable Disqualified Stock or
convertible or exchangeable debt securities of the Issuer that have been converted
into or exchanged for such Equity Interests; plus




     (x) without duplication of any amounts included in clause (3)(w) above, 100% of
the aggregate net cash proceeds of any equity contribution received by the Issuer
from a holder of the Issuer’s Capital Stock subsequent to the Issue Date and on or
prior to the Reference Date; plus




     (y) without duplication, the sum of:




     (1) the aggregate amount returned in cash on or with respect to
Restricted Investments made subsequent to the Issue Date whether through
interest payments, principal payments, dividends or other distributions or
payments;




     (2) the aggregate net cash proceeds received by the Issuer or any of
its Restricted Subsidiaries from the disposition of all or any portion of
such Restricted Investments (other than to the Issuer or a Subsidiary of the
Issuer); and




     (3) upon redesignation of an Unrestricted Subsidiary as a Restricted
Subsidiary, the Fair Market Value of the Issuer’s or a Restricted
Subsidiary’s Investment in such Subsidiary on the date of such
redesignation;




provided, however, that the sum of clauses (1), (2) and (3) above shall not exceed
the aggregate amount of all such Investments made subsequent to the Issue Date; plus




     (z) the amount of any dividend received by the Issuer or a Restricted
Subsidiary in cash from an Unrestricted Subsidiary to the extent that such dividends
were not included in Consolidated Net Income of the Issuer for such period.



     (b) The provisions of Section 4.04(a) shall not prohibit:



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     (i) the payment of any dividend within 60 days after the date of declaration thereof,
if at the date of declaration such payment would have complied with the provisions of this
Indenture;




     (ii) the making of Restricted Payments (A) in exchange for, or (B) out of the proceeds
of contributions to the equity capital of the Issuer or out of the proceeds of the
substantially concurrent sale (other than to a Restricted Subsidiary or the Issuer) of,
Equity Interests of the Issuer (in each case other than Disqualified Stock);




     (iii) the redemption, repurchase or other acquisition or retirement of Indebtedness
subordinated to the Notes or a Guarantee, Junior Lien Collateral Indebtedness or Senior
Unsecured Pari Passu Indebtedness made by exchange for, or out of the proceeds of the
substantially concurrent sale of, new Indebtedness of the borrower thereof which is incurred
in compliance with Section 4.03 so long as:




     (A) the principal amount of such new Indebtedness does not exceed the principal
amount of the Indebtedness subordinated to the Notes or Guarantee, Junior Lien
Collateral Indebtedness or Senior Unsecured Pari Passu Indebtedness being so
redeemed, repurchased, acquired or retired for value plus the amount of any
reasonable premium required to be paid under the terms of the instrument governing
the Indebtedness subordinated to the Notes or Guarantee, Junior Lien Collateral
Indebtedness or Senior Unsecured Pari Passu Indebtedness being so redeemed,
repurchased, acquired or retired and any reasonable fees and expenses incurred in
the issuance of such new Indebtedness,




     (B) if such Indebtedness being redeemed, repurchased, acquired or retired is
(i) subordinated to the Notes or a Guarantee, such new Indebtedness is subordinated
to the Notes and any such applicable Guarantees at least to the same extent as such
Indebtedness subordinated to such Notes and/or Guarantees being so purchased,
exchanged, redeemed, repurchased, acquired or retired for value, (ii) Junior Lien
Collateral Indebtedness, such new Indebtedness is Junior Lien Collateral
Indebtedness, Senior Unsecured Pari Passu Indebtedness or Indebtedness subordinated
to the Notes or a Guarantee, or (iii) Senior Unsecured Pari Passu Indebtedness, such
new Indebtedness is Senior Unsecured Pari Passu Indebtedness or Indebtedness
subordinated to the Notes or a Guarantee,




     (C) such new Indebtedness has a final scheduled maturity date equal to or later
than the final scheduled maturity date of the Indebtedness subordinated to the Notes
or Guarantee, the Junior Lien Collateral Indebtedness or the Senior Unsecured Pari
Passu Indebtedness being so redeemed, repurchased, acquired or retired,




     (D) such new Indebtedness has a Weighted Average Life to Maturity equal to or
greater than the remaining Weighted Average Life to Maturity of the Indebtedness
subordinated to the Notes or Guarantee, the Junior Lien Collateral Indebtedness or
the Senior Unsecured Pari Passu Indebtedness being so redeemed, repurchased,
acquired or retired, and



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     (E) such new Indebtedness provides for no amortization prior to the final
scheduled maturity date of the Indebtedness subordinated to such Notes or Guarantee,
the Junior Lien Collateral Indebtedness or the Senior Unsecured Pari Passu
Indebtedness being so redeemed, repurchased, acquired or retired;




     (iv) the repurchase, retirement or other acquisition or retirement for value of common
Equity Interests of the Issuer or any of its direct or indirect parent entities or any
Subsidiary held by any future, present or former employee, director or consultant of the
Issuer or any of its Subsidiaries or (to the extent such person renders services to the
businesses of the Issuer and its Subsidiaries) the Issuer’s direct or indirect parent
entities or any Subsidiary, pursuant to any equity subscription agreement, management equity
plan or stock option plan or any other management or employee benefit plan or similar
agreement or arrangement; provided, that the aggregate price paid for all such repurchased,
redeemed, acquired or retired Equity Interests may not exceed $2.5 million in any
twelve-month period; provided further, that the Issuer may carry over and make in subsequent
twelve-month periods, in addition to the amounts permitted for such twelve-month period, any
amount of unutilized capacity under this clause (iv) attributable to the immediately
preceding twelve-month period, but not to exceed $10.0 million since the Issue Date;
provided further, that such amount in any twelve-month period may be increased by an amount
not to exceed:




     (A) the cash proceeds from the sale of Equity Interests (other than
Disqualified Stock) of the Issuer to members of management, directors or consultants
of the Issuer or any of its Subsidiaries that occurs after the Issue Date to the
extent the cash proceeds from the sale of Equity Interests have not otherwise been
applied to the making of Restricted Payments pursuant to clause (3)(w) of Section
4.04(a) or clause (ii) of this Section 4.04(b); plus




     (B) the cash proceeds of key man life insurance policies received by the Issuer
or its Restricted Subsidiaries after the Issue Date; less




     (C) the amount of any Restricted Payments previously made with the cash
proceeds described in clauses (A) and (B) of this clause (iv);




     (v) repurchases or withholding of Equity Interests deemed to occur upon the exercise of
stock options, warrants or other equity based awards if such Equity Interests represent the
estimated tax obligation of any Person or a portion of the exercise price of such options,
warrants or other equity based awards;




     (vi) declaration and payment of dividends to holders of any class or series of
Disqualified Stock of the Issuer or any Restricted Subsidiary issued in accordance with
Section 4.03 to the extent such dividends are included in the definition of “Consolidated
Interest Expense”;




     (vii) payments of cash, dividends, distributions, advances or other Restricted Payments
by the Issuer or any of its Restricted Subsidiaries to allow the payment of cash in lieu of
the issuance of fractional shares upon (i) the exercise of options, warrants or




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other equity based awards or (ii) the conversion or exchange of Capital Stock (other
than Disqualified Stock) of any such Person;




     (viii) redemption, repurchase or other acquisition or retirement of the Floating Rate
Notes;




     (ix) the making of Restricted Investments in joint ventures and Restricted Investments
in Permitted Businesses in an aggregate amount not to exceed the greater of (x) $35.0
million and (y) 5.25% of Tangible Assets; and




     (x) other Restricted Payments in an aggregate amount not to exceed $25.0 million;


provided, however, that at the time of, and after giving effect to, any Restricted Payment
permitted under clauses (ii) (with respect to Restricted Investments), (iv), (vi), (ix) and (x) of
this Section 4.04(b), no Default or Event of Default shall have occurred and be continuing or would
occur as a consequence thereof.




     The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the
date of the Restricted Payment of the asset(s) or securities proposed to be paid, transferred or
issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment.



     (c) The Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary
except pursuant to the second to last sentence of the definition of “Unrestricted Subsidiary”. For
purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding
Investments by the Issuer and the Restricted Subsidiaries (except to the extent repaid) in the
Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set
forth in the second paragraph of the definition of “Investments”. Such designation will be
permitted only if a Restricted Payment in such amount would be permitted at such time under this
covenant or the definition of “Permitted Investments” and if such Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of
the restrictive covenants under this Indenture or the Notes.



     Section 4.05 Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer will
not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or
permit to exist or become effective any consensual encumbrance or restriction on the ability of any
such Restricted Subsidiary to:




     (a) pay dividends or make any other distributions on its Capital Stock to the Issuer or
any of its Restricted Subsidiaries, or with respect to any other interest or participation
in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any of its
Restricted Subsidiaries;




     (b) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or



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     (c) sell, lease or transfer any of its properties or assets to the Issuer or any of its
Restricted Subsidiaries.


However, the preceding restrictions will not apply to encumbrances or restrictions existing under,
permitted by or by reason of:





     (1) contractual encumbrances or restrictions in effect on the Issue Date, including,
without limitation, pursuant to Indebtedness existing on the Issue Date;




     (2) this Indenture, the Notes and the Guarantees;




     (3) agreements governing other secured Indebtedness permitted to be incurred under
Section 4.03 and Section 4.11 that limit the right of the debtor to dispose of the assets
securing such Indebtedness;




     (4) any agreement for the sale or other disposition of a Restricted Subsidiary that
restricts distributions by that Restricted Subsidiary pending its sale or other disposition;




     (5) Refinancing Indebtedness; provided that the restrictions contained in the
agreements governing such Refinancing Indebtedness are not materially more restrictive,
taken as a whole, than those contained in the agreements governing the Indebtedness being
refinanced (as determined by the Issuer in good faith);




     (6) purchase money obligations for property acquired in the ordinary course of business
and Capital Lease Obligations permitted under this Indenture that impose restrictions of the
nature described in clause (c) above on the property so acquired;




     (7) applicable law or any applicable rule, regulation or order;




     (8) any agreement or other instrument of a Person acquired by the Issuer or any
Restricted Subsidiary in existence at the time of such acquisition (but not created in
contemplation thereof), which encumbrance or restriction is not applicable to any Person or
the properties or assets of any Person other than the Person or the property or assets of
the Person so acquired;




     (9) customary provisions restricting subletting or assignment of any lease governing a
leasehold interest;




     (10) customary provisions contained in leases or licenses of intellectual property and
other similar agreements entered into in the ordinary course of business;




     (11) customary provisions restricting assignment of any agreement entered into in the
ordinary course of business;




     (12) customary provisions in joint venture agreements (including agreements entered
into in connection with a Restricted Investment), relating solely to the relevant joint
venture arrangement;



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     (13) provisions limiting the disposition or distribution of assets or property in asset
sale agreements, sale-leaseback agreements, stock sale agreements and other similar
agreements (including agreements entered into in connection with a Restricted Investment)
entered into with the approval of the Issuer’s Board of Directors, which limitation is
applicable only to the assets that are the subject of such agreements;




     (14) restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business;




     (15) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section
4.03; provided that (A) such encumbrances or restrictions are ordinary and customary with
respect to the type of Indebtedness being incurred and (B) such encumbrances or restrictions
will not affect the Issuer’s ability to make payments of principal or interest payments on
the Notes, as determined in good faith by the Issuer’s Board of Directors; or




     (16) any encumbrances or restrictions imposed by any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings of
the contracts, instruments or obligations referred to in clauses (1), (2), (3) and (8)
above; provided that such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings are, in the good faith judgment of the
Issuer’s Board of Directors, no more restrictive with respect to such encumbrances or
restrictions than those contained in the dividend or other payment restrictions prior to
such amendment, modification, restatement, renewal, increase, supplement, refunding,
replacement or refinancing.



     Section 4.06 Asset Sales and Events of Loss.



     (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate
an Asset Sale unless:




     (1) the Issuer (or such Restricted Subsidiary, as the case may be) receives
consideration at the time of the Asset Sale at least equal to the Fair Market Value
(measured as of the date of the definitive agreement with respect to such Asset Sale) of the
property or assets or Equity Interests sold or issued or otherwise disposed of;




     (2) at least 75% of the consideration received in the Asset Sale by the Issuer or such
Restricted Subsidiary is in the form of cash or Cash Equivalents and is received at the time
of such disposition; and




     (3) to the extent any such Asset Sale or series of related Asset Sales involves
aggregate consideration in excess of $5.0 million, the Issuer delivers an Officers’
Certificate to the Trustee certifying that such Asset Sale or series of Asset Sales complies
with clauses (1) and (2) above.



     For the purposes of (2) above, each of the following will be deemed to be cash:



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     (i) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most
recent balance sheet or in the notes thereto) of the Issuer or any Restricted Subsidiary
(other than liabilities that are by their terms subordinated to the Notes) that are assumed
by the transferee of any such assets and for which the Issuer and all Restricted
Subsidiaries have been validly and unconditionally released by all creditors in writing, and




     (ii) any securities, notes or other obligations received by the Issuer or such
Restricted Subsidiary from such transferee that are converted by the Issuer or such
Restricted Subsidiary into cash (to the extent of the cash received) within 90 days
following the receipt thereof, and




     (iii) any stock or assets of the kind referred to in clauses (1) or (2) of Section
4.06(b).



     (b) Within 365 days after (i) the receipt of any Net Proceeds from any Asset Sale or series of
related Asset Sales (other than Net Proceeds received as a result of the sale of GeoEye-1 at any
time prior to the launch after the Issue Date by the Issuer or any Restricted Subsidiary of a
Satellite that is in-orbit and operational at the time of receipt of such Net Proceeds, in which
case 100% of the Net Proceeds shall be deemed to be Excess Proceeds and shall be applied as set
forth in Section 4.06(d) or (ii) the receipt of any Event of Loss Proceeds (other than those
received as a result of a Satellite Event of Loss described in Section 4.06(c), the Issuer may
apply those Net Proceeds or Event of Loss Proceeds at its option to:




     (1) make an investment in (A) any one or more Permitted Businesses; provided that such
investment in any Permitted Business is in the form of the acquisition of Capital Stock and
results in the Issuer or a Restricted Subsidiary owning an amount of the Capital Stock of
such Permitted Business such that it constitutes a Restricted Subsidiary, (B) capital
expenditures used or useful in a Permitted Business, or (C) other assets used or useful in a
Permitted Business; and/or




     (2) make an investment in (A) any one or more businesses; provided that such investment
in any business is in the form of the acquisition of Capital Stock and results in the Issuer
or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that
it constitutes a Restricted Subsidiary, (B) properties or (C) assets that, in each of (A),
(B) and (C), replace the businesses, properties and assets that are the subject of such
Asset Sale or Event of Loss.



     (c) The Issuer shall apply Event of Loss Proceeds received as a result of a Satellite Event of
Loss described in this paragraph as follows:




     (1) in the case of a GeoEye-1 Satellite Event of Loss (except as described in clauses
(2) or (3) of this Section 4.06(c)), all Event of Loss Proceeds shall deemed to be Excess
Proceeds and shall be applied to make an Asset Sale Offer in accordance with the immediately
succeeding paragraph;




     (2) in the case of a GeoEye-1 Satellite Event of Loss if at such time the Issuer shall
have been selected by the National Geospatial-Intelligence Agency for an award



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with respect to a new Satellite, (A) all Event of Loss Proceeds shall be deposited
directly into the Event of Loss Collateral Account and such Event of Loss Proceeds shall
only be available to the Issuer or any Restricted Subsidiary for use in connection with the
acquisition or construction of one or more Satellites, provided that such Satellites are
pledged upon acquisition or during construction and upon completion thereof as Collateral;
and provided further that such acquisition or construction (i) has occurred within 180 days
from the receipt of such Event of Loss Proceeds or (ii) occurs pursuant to one or more
binding commitments (including one or more construction contracts) entered into by the
Issuer or a Restricted Subsidiary within 180 days from the receipt of such Event of Loss
Proceeds so long as the Issuer or Restricted Subsidiary enters into any such binding
commitment with the good faith expectation that such Event of Loss Proceeds will be applied
to satisfy such commitment, and (B) if after the commencement of commercial operations by
the Issuer or a Restricted Subsidiary of such new Satellite, the aggregate amount on such
date of commencement of commercial operations of (x) cash and Cash Equivalents of the Issuer
and the Restricted Subsidiaries less (y) the sum of $25 million plus the net cash proceeds
of Equity Offerings (disregarding, for the purposes of this clause (B) only, the requirement
in the definition thereof that the Issuer receive aggregate proceeds from such Equity
Offering exceeding $25 million) consummated after the Issue Date shall be deemed to be
Excess Proceeds and shall be applied to make an Asset Sale Offer in accordance with the
immediately succeeding paragraph; and




     (3) in the case of any Satellite Event of Loss (other than with respect to IKONOS or
OrbView-2) at a time when a Satellite has been launched after the Issue Date, all Event of
Loss Proceeds shall be deposited directly into the Event of Loss Collateral Account and such
Event of Loss Proceeds shall only be available to the Issuer or any Restricted Subsidiary
for use in connection with the acquisition or construction of one or more Satellites and/or
related assets, provided that such Satellites and/or related assets are pledged upon
acquisition or during construction and upon completion thereof as Collateral; and provided
further that such acquisition or construction (i) has occurred within 365 days from the
receipt of such Event of Loss Proceeds or (ii) occurs pursuant to one or more binding
commitments (including one or more construction contracts) entered into by the Issuer or a
Restricted Subsidiary within 365 days from the receipt of such Event of Loss Proceeds so
long as the Issuer or Restricted Subsidiary enters into any such binding commitment with the
good faith expectation that such Event of Loss Proceeds will be applied to satisfy such
commitment.



     (d) When the aggregate amount of Net Proceeds (including those received as a result of a sale
of a Satellite) and Event of Loss Proceeds (including those received as a result of a Satellite
Event of Loss) not applied or invested after 365 days in accordance with Section 4.06(b) (relating
to Asset Sales and certain Satellite Events of Loss) or after 180 days or 365 days, as applicable,
in accordance with clauses (2) or (3) of Section 4.06(c) (relating to certain Satellite Events of
Loss) (taken together, “Excess Proceeds”) exceeds $15.0 million, the Issuer will be required to
make an offer to all Holders (an “Asset Sale Offer”) to purchase the maximum principal amount of
Notes that may be purchased out of the Excess Proceeds. Except as described in the following
paragraphs, the Issuer will be required to mail within 60 days of the date on which Excess Proceeds
exceed $15.0 million and, following consummation of an Asset Sale Offer relating to a Satellite
Event of Loss, within 60 days of receipt of any additional Event



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of Loss Proceeds relating to such Satellite Event of Loss, a notice to each Holder describing
the transaction or transactions resulting in such Excess Proceeds or additional Event of Loss
Proceeds and offering to repurchase the Notes on the date specified in such notice, which date will
be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant
to the procedures required by this Indenture and described in such notice.




     The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued
and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable
in cash.



     If any Excess Proceeds or additional Event of Loss Proceeds remain after consummation of an
Asset Sale Offer, the Issuer may use those Excess Proceeds or additional Event of Loss Proceeds for
any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds or additional Event of
Loss Proceeds, the Trustee will select the Notes to be purchased in compliance with the
requirements of the principal national securities exchange, if any, on which such Notes are listed,
provided, that any such requirements are set forth in an Officers’ Certificate delivered by the
Issuer to the Trustee prior to any such selection, or if such Notes are not so listed, on a pro
rata basis; provided, that the Trustee may make such adjustments (upward or downward) such that the
principal amount of the Notes that are not purchased shall be in authorized denominations. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds or additional Event of Loss
Proceeds will be reset at zero.



     Notwithstanding anything else set forth herein, neither the Issuer nor any Restricted
Subsidiary shall (other than by a Restricted Subsidiary to the Issuer or by the Issuer or a
Restricted Subsidiary to another Restricted Subsidiary) sell, assign, transfer, convey or otherwise
dispose of GeoEye-1 at any time prior to the Issuer’s or a Restricted Subsidiary’s successful
launch or acquisition after the Issue Date of another operational and in-orbit Satellite that has
an estimated end of operational life (as certified to in an Officers’ Certificate delivered to the
Trustee) that is not less than that of GeoEye-1 at the time of its sale, assignment, transfer,
conveyance or other disposition other than (i) pursuant to a deemed disposal in connection with a
Satellite Event of Loss or (ii) in connection with a transaction made in compliance with Article 5.



     (e) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with each repurchase of the Notes pursuant to an Asset Sale Offer. To the
extent that the provisions of any securities laws or regulations conflict with the Asset Sale and
Event of Loss provisions of this Indenture, the Issuer shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations under this Section
4.06 by virtue of such compliance. Prior to the commencement of an Asset Sale Offer, the Issuer
shall deliver to the Trustee an Officers’ Certificate stating that all conditions precedent
contained herein relating to such offer have been complied with.



     (f) Not later than the date upon which written notice of an Asset Sale Offer is mailed to
Holders as provided above, the Issuer shall deliver to the Trustee an Officers’ Certificate as to
(i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds or the Events of



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Loss Proceeds, as applicable, from the Asset Sales or Events of Loss, as applicable, pursuant
to which such Asset Sale Offer is being made and (iii) the compliance of such allocation with the
provisions of Section 4.06(b). Prior to 9:00 a.m., New York City time, on the date of purchase,
the Issuer shall irrevocably deposit with the Trustee or with a Paying Agent (or if the Issuer or a
Wholly Owned Subsidiary is acting as a Paying Agent, such Paying Agent shall separately hold in
trust), such portion of the Excess Proceeds as shall be sufficient to make payment, in accordance
with the provisions of this Section 4.06, for Notes tendered pursuant to the relevant Asset Sale
Offer. Upon the expiration of the period for which the Asset Sale Offer remains open (the “Offer
Period”), the Issuer shall deliver to the Trustee for cancellation the Notes or portions thereof
that have been properly tendered to and are to be accepted by the Issuer together with an Officers’
Certificate stating that such Notes are to be accepted by the Issuer pursuant to and in compliance
with the terms of this Section 4.06. The Trustee (or a Paying Agent, if not the Trustee) shall, on
the date of purchase, mail or deliver payment to each tendering Holder in the amount of the
purchase price.




     (g) Holders electing to have a Note purchased shall be required to surrender the Note, with an
appropriate form duly completed, to the Paying Agent at the address specified in the notice at
least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their
election if the Trustee or the Issuer receives not later than one Business Day prior to the
Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Note which was delivered by the Holder for purchase and a statement that
such Holder is withdrawing his election to have such Note purchased.



     (h) Notices of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, in
the time specified in Section 4.06(b), to each Holder at such Holder’s registered address. If any
Note is to be purchased in part only, any notice of purchase that relates to such Note shall state
the portion of the principal amount thereof that is to be purchased.



     (i) A new Note in principal amount equal to the unpurchased portion of any Note purchased in
part shall be issued in the name of the Holder thereof upon cancellation of the original Note. On
and after the purchase date, unless the Issuer defaults in payment of the purchase price, interest
shall cease to accrue on Notes or portions thereof purchased.



     Section 4.07 Transactions with Affiliates.



     (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any
payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with or for the benefit of, any Affiliate
(each, an “Affiliate Transaction”), unless:




     (i) the Affiliate Transaction is on terms that are not materially less favorable, taken
as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have
been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with
an unrelated Person on an arm’s-length basis;



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     (ii) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration equal to or less than $5.0 million, such
Affiliate Transaction is approved by a responsible Officer of the Issuer;




     (iii) the Issuer delivers to the Trustee, with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate consideration in excess of $5.0
million but less than $25.0 million, a resolution of the Board of Directors set forth in an
Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant
and that such Affiliate Transaction has been approved by a majority of the disinterested
members, if any, of the Board of Directors; and




     (iv) the Issuer receives, with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration equal to or in excess of
$25.0 million, a favorable opinion as to the fairness of such transaction or series of
related transactions to the Issuer or the relevant Restricted Subsidiary, as the case may
be, from a financial point of view from an Independent Financial Advisor and files the same
with the Trustee.



     (b) The provisions of Section 4.07(a) shall not apply to the following:




     (i) transactions between or among the Issuer and/or any of its Restricted Subsidiaries
or any entity that becomes a Restricted Subsidiary as a result of such transaction, so long
as such transactions are not otherwise prohibited by this Indenture;




     (ii) Restricted Payments and Permitted Investments (other than pursuant to clauses (3),
(14), (15) and (19) of the definition thereof) permitted by this Indenture;




     (iii) the payment of reasonable and customary fees paid to, and indemnities provided on
behalf of, officers, directors, employees or consultants of the Issuer or any Restricted
Subsidiary;




     (iv) payments made in respect of, or performance under, any agreement as in effect on
the Issue Date or any amendment thereto (so long as any such amendment is not less
advantageous to the Holders in any material respect than the original agreement as in effect
on the Issue Date);




     (v) transactions with a Person (other than an Unrestricted Subsidiary of the Issuer)
that is an Affiliate of the Issuer solely because the Issuer owns, directly or through a
Restricted Subsidiary, an Equity Interest in, or controls, such Person;




     (vi) any issuance of Equity Interests (other than Disqualified Stock) of the Issuer to
Affiliates of the Issuer;




     (vii) any employment agreements, stock option plans and other compensatory agreements
entered into by the Issuer or any of its Restricted Subsidiaries and which, in each case,
are either in the ordinary course of business or are approved by the Board of Directors of
the Issuer in good faith and which are otherwise permitted under this Indenture; and



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     (viii) any issuance of securities, or other payments, awards or grants in cash,
securities or otherwise pursuant to, or the funding of, employment arrangements, stock
options and stock ownership plans approved by the Board of Directors of the Issuer.



     Section 4.08 Change of Control.



     (a) Upon a Change of Control, each Holder will have the right to require the Issuer to
repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of
that Holder’s Notes pursuant to a Change of Control Offer in accordance with the terms set forth in
this Indenture. In the Change of Control Offer, the Issuer shall offer a Change of Control Payment
(as defined below) to purchase such Notes at a purchase price in cash equal to 101% of the
aggregate principal amount of the Notes repurchased plus accrued and unpaid interest and Additional
Interest, if any, on the Notes repurchased, to the date of purchase (subject to the right of the
Holders of record on the relevant record date to receive interest due on the relevant interest
payment date) (the “Change of Control Payment”).



     (b) Within 30 days following any Change of Control, the Issuer shall mail a notice (a “Change
of Control Offer”) to each Holder with a copy to the Trustee, stating:




     (i) that a Change of Control has occurred and that such Holder has the right to require
the Issuer to purchase all or a portion (equal to $2,000 or an integral multiple of $1,000
in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the
principal amount thereof, plus accrued and unpaid interest to the date of purchase (subject
to the right of the Holders of record on the relevant record date to receive interest on the
relevant interest payment date);




     (ii) the circumstances and relevant facts and financial information regarding such
Change of Control;




     (iii) the purchase date (the “Change of Control Purchase Date”) (which shall be no
earlier than 30 days nor later than 60 days from the date such notice is mailed); and




     (iv) that all Notes accepted for payment pursuant to the Change of Control Offer will
cease to accrue interest on and after the Change of Control Purchase Date;




     (v) the instructions determined by the Issuer, consistent with this Section 4.08, that
a Holder must follow in order to have its Notes purchased.



     (c) Holders electing to have a Note purchased shall be required to surrender the Note, with an
appropriate form duly completed, to the Paying Agent at the address specified in the notice at
least three Business Days prior to the Change of Control Purchase Date. The Holders shall be
entitled to withdraw their election if the Trustee or the Issuer receives not later than one
Business Day prior to the Change of Control Purchase Date a facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Note which was delivered for
purchase by the Holder and a statement that such Holder is withdrawing his election to have such
Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered.



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     (d) On the Change of Control Purchase Date, the Issuer shall, to the extent lawful:




     (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the
Change of Control Offer;




     (ii) deposit with the Paying Agent (or, if the Issuer or a Wholly Owned Subsidiary is
acting as a Paying Agent, such Paying Agent shall separately hold in trust) an amount equal
to the Change of Control Payment in respect of all Notes or portions of Notes properly
tendered; and




     (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted
together with an Officers’ Certificate stating the aggregate principal amount of Notes or
portions of Notes being purchased by the Issuer.



     (e) On the Change of Control Purchase Date all Notes purchased by the Issuer under this
Section shall be delivered to the Trustee for cancellation, and the Issuer shall pay the Change of
Control Payment to the Holders entitled thereto. The Paying Agent will promptly mail to each
Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee
will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new
Note equal in principal amount to any unpurchased portion of the Notes surrendered by such Holder,
if any; provided that each new Note will be for a minimum principal amount of $2,000 or an integral
multiple of $1,000 in excess thereof.



     (f) Notwithstanding the foregoing provisions of this Section 4.08, the Issuer shall not be
required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.08 applicable to a Change of Control Offer made by the
Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control
Offer or (ii) an irrevocable notice of redemption for all of the Notes has been given pursuant to
Section 3.03(b) unless and until there is a default in payment of the applicable redemption price.
Notwithstanding anything to the contrary contained in this Indenture, a Change of Control Offer may
be made in advance of a Change of Control, conditioned upon the consummation of such Change of
Control, if a definitive agreement is in place for the Change of Control at the time the Change of
Control Offer is made.



     (g) At the time the Issuer delivers Notes to the Trustee which are to be accepted for
purchase, the Issuer shall also deliver an Officers’ Certificate stating that such Notes are to be
accepted by the Issuer pursuant to and in accordance with the terms of this Section 4.08. A Note
shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an
agent, mails or delivers payment therefor to the surrendering Holder.



     (h) Prior to any Change of Control Offer, the Issuer shall deliver to the Trustee an Officers’
Certificate stating that all conditions precedent contained herein to the right of the Issuer to
make such offer have been complied with.



     (i) The Issuer shall comply with the requirements of Section 14e-1 of the Exchange Act and any
other securities laws or regulations in connection with the repurchase of Notes pursuant to this
Section to the extent those laws and regulations are applicable in connection with



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the repurchase of the Notes as a result of a Change of Control. To the extent that the
provisions of any securities laws or regulations conflict with provisions of this Section, the
Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under this Section by virtue thereof.




     Section 4.09 Compliance Certificate. The Issuer shall deliver to the Trustee within 120 days
after the end of each fiscal year of the Issuer an Officers’ Certificate stating that in the course
of the performance by the signers of their duties as Officers of the Issuer they would normally
have knowledge of any Default and whether or not the signers know of any Default that occurred
during such period. If they do know of such a Default, the certificate shall describe the Default,
its status and what action the Issuer is taking or proposes to take with respect thereto. The
Issuer also shall comply with Section 314(a)(4) of the Trust Indenture Act. In addition, upon
becoming aware of any Default or Event of Default, the Issuer shall promptly deliver to the Trustee
a statement specifying such Default or Event of Default.



     Section 4.10 Further Instruments and Acts. Upon request of the Trustee, the Issuer shall
execute and deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this Indenture.



     Section 4.11 Liens. The Issuer will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, create, incur, assume or suffer to exist any Lien (other than Permitted
Liens) that secures obligations under any Indebtedness on any asset or property of the Issuer or
any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to
receive income therefrom.



     Section 4.12 Covenant Suspension. If at any time after the Issue Date: (i) the Notes have
Investment Grade Ratings from both Rating Agencies and (ii) no Event of Default has occurred and is
continuing under this Indenture at such time (the occurrence of the events described in the
foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”),
then until the end of the Suspension Period (as defined below) the Issuer and the Restricted
Subsidiaries will not be subject to Section 4.03, Section 4.04, Section 4.05, Section 4.07 and
Section 5.01(iv) of this Indenture (collectively, the “Suspended Covenants”). In the event that the
Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of
time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of
the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the
Notes below an Investment Grade Rating, then the Issuer and the Restricted Subsidiaries will
thereafter again be subject to the Suspended Covenants with respect to future events. The period of
time between the Covenant Suspension Event and the Reversion Date is referred to in this
Description of the Notes as the “Suspension Period.” Notwithstanding that the Suspended Covenants
may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a
failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of
the Suspension Period or after that time based solely on events that occurred during the Suspension
Period).



     On the Reversion Date, all Indebtedness incurred or Preferred Stock issued, during the
Suspension Period will be classified as having been incurred or issued pursuant to Section 4.03(a)
or Section 4.03(c) (to the extent such Indebtedness or Preferred Stock would be permitted



-58-









 




to be incurred or issued thereunder as of the Reversion Date and after giving effect to
Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion
Date). To the extent such Indebtedness or Preferred Stock would not be so permitted to be incurred
or issued pursuant to Section 4.03(a) or Section 4.03(c) such Indebtedness or Preferred Stock will
be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under
Section 4.03(c)(iii).




     Calculations made after the Reversion Date of the amount available to be made as Restricted
Payments under Section 4.04 will be made as though Section 4.04 had been in effect since the Issue
Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the
Suspension Period will reduce the amount available to be made as Restricted Payments under Section
4.04(a)(3) and the items specified in Section 4.04(a)(3)(v) through (3)(z) will increase the amount
available to be made under Section 4.04(a)(i). As described above, however, no Default or Event of
Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by
the Issuer or its Restricted Subsidiaries during the Suspension Period.



     The Issuer will notify the Trustee in an Officers’ Certificate of a Covenant Suspension Event
and of a Reversion Date, promptly after the occurrence thereof.



     Section 4.13 Maintenance of Office or Agency.



     (a) The Issuer shall maintain in the Borough of Manhattan, the City of New York, an office or
agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where
Notes may be surrendered for registration of transfer or for exchange and where notices and demands
to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall
give prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Issuer shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the corporate trust office of the Trustee
as set forth in Section 12.02.



     (b) The Issuer may also from time to time designate one or more other offices or agencies
where the Notes may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such designation or rescission shall in
any manner relieve the Issuer of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York. The Issuer shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such other office or
agency.



     (c) The Issuer hereby designates the corporate trust office of the Trustee or its agent, in
the Borough of Manhattan, the City of New York as such office or agency of the Issuer in accordance
with Section 2.04.



     Section 4.14 Business Activities. The Issuer shall not permit any Restricted Subsidiary to
engage in any business other than Permitted Businesses, except to such extent as would not be
material to the Issuer and its Subsidiaries taken as a whole.



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     Section 4.15 Maintenance of Insurance.



     (a) The Issuer and each Restricted Subsidiary will:




     (i) with respect to GeoEye-1, obtain, maintain and keep in full force and effect at all
times In-Orbit Insurance for aggregate coverage, calculated after giving effect to the
payment of any deductibles, in an amount equal to at least the lesser of (x) $250.0 million
and (y) the maximum amount of coverage that the Issuer, using its reasonable best efforts,
can obtain at such time in the insurance market without, in the reasonable and good faith
judgment of the Board of Directors of the Issuer, resulting in a disproportionate
expenditure for premiums when measured against the amount of coverage that can be obtained.
At least once in every fiscal year after the Board of Directors shall have made any
determination pursuant to the immediately preceding sentence, the Issuer shall use
reasonable efforts to determine (and the Board of Directors shall consider the results of
such efforts) whether higher amounts of such insurance are so available without, in the
reasonable and good faith judgment of the Board of Directors of the Issuer, resulting in a
disproportionate expenditure for premiums when measured against the amount of coverage that
can be obtained, and, if so, shall obtain such higher amount, subject in any event to the
first sentence of this clause (i);




     (ii) with respect to each Satellite to be launched by the Issuer or any Restricted
Subsidiary after the Issue Date, obtain, maintain and keep in full force and effect at all
times launch insurance covering the launch of such Satellite and one year thereafter, for
aggregate coverage, calculated after giving effect to the payment of any deductibles, in an
amount equal to at least the lesser of (x) $250.0 million and (y) the maximum amount of
coverage that the Issuer, using its reasonable best efforts, can obtain at such time in the
insurance market without, in the reasonable and good faith judgment of the Board of
Directors of the Issuer, resulting in a disproportionate expenditure for premiums when
measured against the amount of coverage that can be obtained. At least once in every fiscal
year after the Board of Directors shall have made any determination pursuant to the
immediately preceding sentence, the Issuer shall use reasonable efforts to determine (and
the Board of Directors shall consider the results of such efforts) whether higher amounts of
such insurance are so available without, in the reasonable and good faith judgment of the
Board of Directors of the Issuer, resulting in a disproportionate expenditure for premiums
when measured against the amount of coverage that can be obtained, and, if so, shall obtain
such higher amount, subject in any event to the first sentence of this clause (ii); and




     (iii) from and after the first anniversary of the launch of any Satellite to be
launched by the Issuer or any Restricted Subsidiary after the Issue Date, obtain, maintain
and keep in full force and effect at all times In-Orbit Insurance for total aggregate
coverage of all of the Issuer’s and its Restricted Subsidiaries’ Satellites, calculated
after giving effect to the payment of any deductibles, in an amount equal to at least the
lesser of (x) 110% of the Issuer’s Insurance Test Net Debt outstanding as of the last day of
the immediately preceding fiscal quarter and (y) the total combined net book value of all
Satellites in orbit as of such date; provided that if the Board of Directors determines in
its good faith judgment that, after use by the Issuer of reasonable best efforts, insurance
in



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the amount at least equal to the lesser of (x) and (y) above is not available at
reasonable cost and terms, then the Issuer shall obtain and maintain such insurance at such
lesser amount as is equal to the highest amount so available at such time in the insurance
market without, in the reasonable good faith of the Board of Directors of the Issuer,
resulting in a disproportionate expenditure for premiums when measured against the amount of
coverage that can be obtained. At least once in every fiscal year after the Board of
Directors shall have made any determination pursuant to the immediately preceding sentence,
the Issuer shall use reasonable efforts to determine (and the Board of Directors shall
consider the results of such efforts) whether higher amounts of such insurance are so
available without, in the reasonable and good faith judgment of the Board of Directors of
the Issuer, resulting in a disproportionate expenditure for premiums when measured against
the amount of coverage that can be obtained, and, if so, shall obtain such higher amount,
subject in any event to the lesser of (x) and (y) in the preceding sentence.



     (b) The insurance policies required by Section 4.15(a) shall




     (i) contain no exclusions other than such exclusions or limitations of coverage as may
be applicable to a substantial portion of Satellites of the same model or relating to
systemic failures or anomalies as are then customary in the Satellite insurance market, and




     (ii) provide coverage for all risks of loss of and damage to the Satellite, including
for partial loss (subject to deductibles not to exceed 10%), constructive total loss and
total loss.


The insurance required by this Section 4.15 shall name the Collateral Agent on behalf of the
Holders as an additional named insured and loss payee.




     (c) Within 30 days following any date on which the Issuer or any Restricted Subsidiary is
required to obtain insurance pursuant to this Section 4.15, the Issuer will deliver to the Trustee
an insurance certificate certifying the amount of insurance then carried and in full force and
effect, and an Officers’ Certificate stating that such insurance, together with any other insurance
maintained by the Issuer and the applicable Restricted Subsidiary, complies with the requirements
of this Indenture. In addition, the Issuer will cause to be delivered to the Trustee no less than
once each year an insurance certificate setting forth the amount of insurance then carried, which
insurance certificate shall entitle the Trustee on behalf of the Holders to at least 15 days’
notice from the provider of such insurance prior to the cancellation of any such insurance, and an
Officers’ Certificate that complies with the first sentence of this paragraph. The Issuer will
also deliver to the Trustee (i) notice of any claim under any such insurance policy promptly after
any claim is made, and (ii) no less than once each fiscal quarter an Officers’ Certificate in
accordance with the requirements of this Indenture certifying as to the Issuer’s compliance with
this Section 4.15, provided that the Trustee shall have no obligation with respect to any such
insurance or any such notice.



     (d) In the event that the Issuer or its Restricted Subsidiaries receive proceeds from any
insurance covering any Satellite owned by the Issuer or any of its Restricted Subsidiaries, or in
the event that the Issuer or any of its Restricted Subsidiaries receives proceeds from any



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insurance maintained for it by any Satellite Manufacturer or any launch provider covering any
of such Satellites (the event resulting in the payment of such proceeds, a “Satellite Event of
Loss”), all Event of Loss Proceeds in respect of such Satellite Event of Loss shall be applied in
the manner provided for in Section 4.06.




     Section 4.16 Future Subsidiary Guarantors; Release of Subsidiary Guarantors. (a) If the
Issuer or any of its Restricted Subsidiaries acquires, incorporates, forms or otherwise establishes
a Domestic Restricted Subsidiary after the Issue Date, such Domestic Restricted Subsidiary shall
within 30 days after the date of such acquisition, incorporation, formation or establishment:




     (1) execute and deliver to the Trustee a supplemental indenture in the form of Exhibit
D pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a
senior secured first-priority basis (subject to Permitted Liens) all of the Issuer’s
obligations under the Notes and this Indenture on the terms set forth in Article 11;




     (2) execute and deliver to the Trustee Security Documents or joinders to Security
Documents in form administratively satisfactory to the Trustee to evidence the
first-priority Lien on and security interest in (subject to Permitted Liens) substantially
all of the assets of such Domestic Restricted Subsidiary and take such other actions as
shall be necessary or advisable to perfect such Lien and security interest; and such
Domestic Restricted Subsidiary shall also comply with Section 10.09(c);




     (3) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and
Security Documents have been duly authorized, executed and delivered by such Domestic
Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of
such Domestic Restricted Subsidiary.


Thereafter, such Domestic Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of
this Indenture.




     (b) Notwithstanding anything to the contrary in this Article 4, each Subsidiary Guarantor, and
by its acceptance of a Note, each Holder, hereby confirms that it is the intention of all such
parties that the Guarantee of such Subsidiary Guarantor not constitute a fraudulent conveyance
under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any
comparable provision of state law. To effectuate that intention, the Trustee, the Holders and the
Subsidiary Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor
under its Guarantee are limited to the maximum amount that would not render the Subsidiary
Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of
the United States Bankruptcy Code or any comparable provision of state law.



     (c) Any Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it
shall be automatically and unconditionally released and discharged, without any further action
required on the part of the Trustee or any Holder, and that all security interests in and Liens on
the assets of such Subsidiary Guarantor and on the Capital Stock of such Subsidiary



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Guarantor shall be released automatically and with no further action on the part of any Person
upon:





     (i) any sale or other disposition (by merger or otherwise) to any Person which is not a
Restricted Subsidiary of the Issuer of all of the Issuer’s Capital Stock in, or all or
substantially all of the assets of, such Subsidiary Guarantor; provided that such sale or
disposition of such Capital Stock or assets is otherwise in compliance with the terms of
this Indenture;




     (ii) the Issuer’s designation of any Restricted Subsidiary that is a Subsidiary
Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this
Indenture; or




     (iii) the Issuer’s obligations under this Indenture being discharged in accordance with
Section 8.01 or the Issuer exercising its legal defeasance option or covenant defeasance
option under Section 8.02.



     Section 4.17 Restriction on Certain Proceeds. On the Issue Date, the Issuer shall deposit the
Original Issuance Restricted Amount into the Satellite Construction Collateral Account. The
Original Issuance Restricted Amount will only be available to the Issuer or a Restricted Subsidiary
to finance the procurement, construction and/or launch of one or more Satellites after the Issue
Date, provided that at the time of any such withdrawal from the Satellite Construction Collateral
Account, the Issuer or a Restricted Subsidiary shall have been selected by the National
Geospatial-Intelligence Agency for an award with respect to a new Satellite. Any amount of the
Original Issuance Restricted Amount not applied to finance the procurement, construction and/or
launch of one or more Satellites after the Issue Date may, at the Issuer’s option, be used to make
an offer to all Holders (a “Restricted Proceeds Offer”) to purchase Notes at an offer price of 100%
of the principal amount plus accrued and unpaid interest and Additional Interest, if any, to the
date of purchase in accordance with the procedures set forth in Section 4.06 as if such amount of
Original Issuance Restricted Amount were Excess Proceeds (disregarding for the purposes of this
Section 4.17 only, the $15.0 million threshold described in Section 4.06(d)). If any Original
Issuance Restricted Amount remains after consummation of such a Restricted Proceeds Offer, the
Issuer may use that remaining Original Issuance Restricted Amount for any purpose not otherwise
prohibited by this Indenture.



ARTICLE 5

MERGER, CONSOLIDATION OR SALE OF ASSETS




     Section 5.01 Merger, Consolidation or Sale of Assets of the Issuer. The Issuer may not,
directly or indirectly, (x) consolidate or merge with or into or wind up into another Person
(whether or not the Issuer is the surviving corporation); or (y) sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or assets, in one or more
related transactions, to another Person, unless:




     (i) either:




     (A) the Issuer is the surviving corporation; or



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     (B) the Person formed by or surviving any such consolidation or merger (if
other than the Issuer) or to which such sale, assignment, transfer, lease,
conveyance or other disposition has been made is a corporation organized or existing
under the laws of the United States, any state of the United States, the District of
Columbia or any territory thereof (the Issuer or such Person, as the case may be,
hereinafter referred to as the “Successor Company”);




     (ii) the Successor Company (if other than the Issuer) expressly assumes all the
obligations of the Issuer under the Notes, this Indenture, the Security Documents and the
Registration Rights Agreement pursuant to supplemental indentures or other agreements or
instruments in form reasonably satisfactory to the Trustee and shall cause such amendments,
supplements or other instruments to be executed, filed and recorded in such jurisdictions as
may be required by applicable law to preserve and protect the Lien on the Collateral owned
by or transferred to the Successor Company, together with such financing statements as may
be required to perfect any security interests in such Collateral which may be perfected by
the filing of a financing statement under the Uniform Commercial Code of the relevant
states;




     (iii) immediately after such transaction no Default or Event of Default exists;




     (iv) after giving pro forma effect thereto and any related financing transactions as if
the same had occurred at the beginning of the applicable four-quarter period, either (A) the
Successor Company (if other than the Issuer) would have been permitted to incur at least
$1.00 of additional Indebtedness pursuant to the Debt to Adjusted Cash EBITDA Ratio test set
forth in Section 4.03(a) determined on a pro forma basis (including pro forma application of
the net proceeds therefrom), as if such transaction had occurred at the beginning of such
four-quarter period, or (B) the Debt to Adjusted Cash EBITDA Ratio for the Successor Company
would be equal to or less than such ratio for the Issuer immediately prior to such
transaction;




     (v) each Subsidiary Guarantor, unless it is the other party to the transactions
described in this Section 5.01, in which case clause (ii) shall apply, shall have confirmed
in writing that its Guarantee shall apply to such Person’s obligations under the Notes, this
Indenture, the Security Documents and the Registration Rights Agreement; and




     (vi) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel (subject to customary assumptions and exceptions) each stating that such
transaction complies with the terms of this Indenture.



     The Successor Company shall succeed to, and be substituted for, the Issuer under this
Indenture, the Notes, the Security Documents and the Registration Rights Agreement, but in the case
of a lease of all or substantially all of the Issuer’s assets, the Issuer will not be released from
the obligations to pay principal, premium (if any), interest and Additional Interest on the Notes.
Notwithstanding the foregoing clauses (iii) and (iv) of this Section 5.01, (a) any Restricted
Subsidiary may consolidate with, merge into or transfer or lease all or part of its properties and
assets to the Issuer or to another Restricted Subsidiary and (b) the Issuer may merge with an
Affiliate incorporated solely for the purpose of reincorporating the Issuer in another state of the



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United States, so long as the amount of Indebtedness of the Issuer and its Restricted
Subsidiaries is not increased thereby.




     Section 5.02 Merger, Consolidation or Sale of Assets by a Subsidiary Guarantor.



     (a) Subject to the provisions in this Indenture governing the release of a Guarantee upon the
sale or other disposition of a Subsidiary Guarantor, no Subsidiary Guarantor shall, directly or
indirectly, (1) consolidate or merge with or into or wind up into (whether or not such Subsidiary
Guarantor is the surviving entity), or (2) sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its properties or assets in one or more related transactions
to, any Person, unless:




     (i) such Subsidiary Guarantor is the surviving entity or the Person formed by or
surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to
which such sale, assignment, transfer, lease, conveyance or other disposition will have been
made is an entity organized or existing under the laws of the jurisdiction of such
Subsidiary Guarantor, the United States, any state thereof, the District of Columbia or any
territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being
herein called the “Successor Subsidiary Guarantor”);




     (ii) the Successor Subsidiary Guarantor (if other than such Subsidiary Guarantor)
expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture,
such Subsidiary Guarantor’s Guarantee, the Security Documents and the Registration Rights
Agreement pursuant to supplemental indentures or other agreements or instruments in form
reasonably satisfactory to the Trustee and causes such amendments, supplements or other
instruments to be executed, filed and recorded in such jurisdictions as may be required by
applicable law to preserve and protect the Lien on the Collateral owned by or transferred to
the Successor Subsidiary Guarantor, together with such financing statements as may be
required to perfect any security interests in such Collateral which may be perfected by the
filing of a financing statement under the Uniform Commercial Code of the relevant states;




     (iii) immediately after such transaction no Default or Event of Default exists; and




     (iv) such Subsidiary Guarantor shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) each
stating that such transaction complies with the terms of this Indenture.



     The Successor Subsidiary Guarantor will succeed to, and be substituted for, such Subsidiary
Guarantor under this Indenture, such Subsidiary Guarantor’s Guarantee, the Security Documents and
the Registration Rights Agreement, but in the case of a lease of all or substantially all of the
Subsidiary Guarantor’s assets, the Subsidiary Guarantor will not be released from the obligations
under its Guarantee to pay principal, premium (if any), interest and Additional Interest on the
Notes. Notwithstanding the foregoing, (a) a Subsidiary Guarantor may merge with an Affiliate
incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in another state
of the United States, the District of Columbia or any territory thereof,



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so long as the amount of Indebtedness of such Subsidiary Guarantor is not increased thereby,
and (b) any Subsidiary Guarantor may merge into or transfer or lease all or part of its properties
and assets to the Issuer or another Subsidiary Guarantor.




ARTICLE 6

DEFAULTS AND REMEDIES




     Section 6.01 Events of Default. An “Event of Default” occurs if:




     (a) the Issuer defaults in payment when due and payable, upon redemption, acceleration
or otherwise, of principal of, or premium, if any, on the Notes,




     (b) the Issuer defaults in the payment when due of interest or Additional Interest, if
any, on or with respect to the Notes and such default continues for a period of 30 days,




     (c) the Issuer defaults in the performance of, or breaches, any covenant, warranty or
other agreement contained in this Indenture, the Notes, the Guarantees, the Registration
Rights Agreement or the Security Documents (other than a default in the performance or
breach of a covenant, warranty or agreement (A) which is specifically governed by clauses
(a) or (b) above and (B) other than a default or breach with respect to Section 4.06,
Section 4.08, Section 4.16 or Article 5, which in each case will constitute an Event of
Default after receipt of the notice specified below but without the passage of time
requirement) and such default or breach continues for a period of 60 days after receipt of
notice thereof given by the Trustee or the Holders of 25% in aggregate principal amount of
the then outstanding Notes,




     (d) the Issuer defaults under any mortgage, indenture or instrument under which there
is issued or by which there is secured or evidenced any Indebtedness for money borrowed by
the Issuer or any Restricted Subsidiary or the payment of which is guaranteed by the Issuer
or any Restricted Subsidiary (other than Indebtedness owed to the Issuer or a Restricted
Subsidiary), whether such Indebtedness or guarantee now exists or is created after the Issue
Date, if (A) such default either (1) results from the failure to pay any such Indebtedness
at its stated final maturity (after giving effect to any applicable grace periods) or (2)
relates to an obligation other than the obligation to pay principal of any such Indebtedness
at its stated final maturity and results in the holder or holders of such Indebtedness
causing such Indebtedness to become due prior to its stated final maturity and (B) the
principal amount of such Indebtedness, together with the principal amount of any other such
Indebtedness in default for failure to pay principal at stated final maturity (after giving
effect to any applicable grace periods), or the maturity of which has been so accelerated,
aggregates $35.0 million or more at any time,




     (e) the Issuer or any Subsidiary fails to pay final judgments (other than any judgments
covered by insurance policies issued by reputable and creditworthy insurance companies that
have agreed to pay under such insurance policies) aggregating in excess of $35.0 million,
which final judgments remain unpaid, undischarged and unstayed for a period of more than 60
days after such judgment becomes final, and in the event such



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judgment is covered by insurance, an enforcement proceeding has been commenced by any
creditor upon such judgment or decree which is not promptly stayed,




     (f) the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary
or any group of its Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:




     (i) commences a voluntary case;




     (ii) consents to the entry of an order for relief against it in an involuntary case;




     (iii) consents to the appointment of a Custodian of it or for any substantial part of
its property; or




     (iv) makes a general assignment for the benefit of its creditors or takes any
comparable action under any foreign laws relating to insolvency; or




     (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:




     (i) is for relief against the Issuer or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together,
would constitute a Significant Subsidiary in an involuntary case;




     (ii) appoints a Custodian of the Issuer or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together,
would constitute a Significant Subsidiary or for any substantial part of its property;




     (iii) orders the winding up or liquidation of the Issuer or any of its Restricted
Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries
that, taken together, would constitute a Significant Subsidiary; or




     (iv) or any similar relief is granted under any foreign laws and the order or decree
remains unstayed and in effect for 60 days;



     (h) any Security Document ceases to be in full force and effect, or ceases to be effective to
grant a perfected Lien on all or any portion of the Collateral having a Fair Market Value of $25.0
million or more with the priority purported to be created thereby (except as contemplated by the
terms thereof) or any security interest created thereunder shall be declared invalid or
unenforceable or the Issuer or any Subsidiary shall so assert; or



     (i) any Guarantee ceases to be in full force and effect (except as contemplated by the terms
thereof) or any Subsidiary Guarantor denies or disaffirms its obligations under its Guarantee.



     The foregoing shall constitute Events of Default whatever the reason for any such Event of
Default and whether it is voluntary or involuntary or is effected by operation of law or



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pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body.




     The term “Bankruptcy Law” means Title 11, United States Code. The term “Custodian” means any
receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.



     Section 6.02 Acceleration. If an Event of Default (other than an Event of Default specified
in clauses (f) and (g) of this Section 6.01 with respect to the Issuer) shall occur and be
continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may
declare the principal of and premium, if any, and accrued and unpaid interest and Additional
Interest, if any, on such Notes to be due and payable by notice in writing to the Issuer and the
Trustee (if given by Holders) specifying the respective Event of Default and that it is a “notice
of acceleration”, and the same shall become immediately due and payable. Notwithstanding the
foregoing, if an Event of Default specified in clauses (f) and (g) above with respect to the Issuer
occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid
interest and Additional Interest, if any, on all of the outstanding Notes shall ipso facto become
and be immediately due and payable without any declaration or other act on the part of the Trustee
or any Holder. The Holders of a majority in principal amount of the Notes outstanding by notice to
the Trustee may rescind and cancel an acceleration and its consequences if:




     (i) the rescission would not conflict with any judgment or decree of a court of
competent jurisdiction;




     (ii) all existing Events of Default have been cured or waived except nonpayment of
principal or interest that has become due solely because of acceleration;




     (iii) to the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal, which has become due otherwise than by such
declaration of acceleration, has been paid;




     (iv) the Issuer has paid the Trustee its reasonable compensation and reimbursed the
Trustee for its expenses, disbursements and advances; and




     (v) in the event of the cure or waiver of an Event of Default of the type described in
clauses (f) and (g) of Section 6.01, the Trustee shall have received an Officers’
Certificate stating that such Event of Default has been cured or waived.


No such rescission shall affect any subsequent Default or impair any right consequent thereto.




     In the event of any Event of Default specified in Section 6.01(d), such Event of Default and
all consequences thereof shall be annulled, waived and rescinded, automatically and without any
action by the Trustee or the Holders, if within 20 days after such Event of Default arose the
Issuer delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or
guarantee that is the basis for such Event of Default has been discharged or (y) the holders of
such Indebtedness have rescinded or waived the acceleration, notice or action (as the case may



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be) giving rise to such Event of Default or (z) the default that is the basis for such Event
of Default has been cured.




     Section 6.03 Other Remedies. If an Event of Default occurs and is continuing, the Trustee and
the Collateral Agent may pursue any available remedy at law or in equity to collect the payment of
principal of or interest on the Notes or to enforce the performance of any provision of the Notes,
this Indenture or the Security Documents.



     The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Collateral Agent, the Trustee or
any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the
right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.



     Section 6.04 Waiver of Past Defaults. The Holders of a majority in principal amount of the
Notes outstanding by notice to the Trustee may waive any existing Default or Event of Default and
its consequences except (a) a Default or an Event of Default in the payment when due and payable
after giving effect to any applicable grace or cure period, upon redemption, acceleration or
otherwise of the principal of, premium, if any, or interest or Additional Interest, if any, on a
Note after giving effect to any applicable cure or grace period or (b) a Default or Event of
Default in respect of a covenant or provision that under Section 9.02 or under the Security
Documents cannot be amended without the consent of each Holder affected. When a Default is waived,
it is deemed cured and the Issuer, the Trustee and the Holders will be restored to their former
positions and rights under this Indenture, but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any consequent right.



     Section 6.05 Control by Majority. The Holders of a majority in aggregate principal amount of
the Notes outstanding may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or the Collateral Agent or of exercising any trust or power
conferred on the Trustee or the Collateral Agent. However, the Trustee or the Collateral Agent may
refuse to follow any direction that conflicts with law or this Indenture or the Security Documents
or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any
other Holder or that would involve the Trustee or the Collateral Agent in personal liability;
provided, however, that the Trustee may take any other action deemed proper by the Trustee that is
not inconsistent with such direction. Prior to taking any action under this Indenture or the
Security Documents, the Trustee and 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.



     Section 6.06 Limitation on Suits.



     (a) Except to enforce the right to receive payment of principal, premium (if any) or interest
when due, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:




     (i) the Holder gives to the Trustee written notice stating that an Event of Default is
continuing;



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     (ii) the Holders of at least 25% in principal amount of the Notes make a written
request to the Trustee to pursue the remedy;




     (iii) such Holder or Holders offer to the Trustee reasonable security or indemnity
satisfactory to it against any loss, liability or expense;




     (iv) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer of security or indemnity; and




     (v) the Holders of a majority in principal amount of the Notes outstanding do not give
the Trustee a direction inconsistent with the request during such 60-day period.



     (b) A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain
a preference or priority over another Holder.



     Section 6.07 Rights of the Holders to Receive Payment. Notwithstanding any other provision of
this Indenture, the right of any Holder to receive payment of principal of premium, if any, or
interest and Additional Interest, if any, on the Notes held by such Holder, on or after the
respective due dates expressed or provided for in the Notes, or to bring suit for the enforcement
of any such payment on or after such respective dates, shall not be impaired or affected without
the consent of such Holder.



     Section 6.08 Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a)
or (b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Issuer or any other obligor on the Notes for the whole amount then due
and owing (together with interest on overdue principal and (to the extent lawful) on any unpaid
interest at the rate provided for in the Notes) and the amounts provided for in Section 7.07.



     Section 6.09 Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for reasonable compensation, expenses disbursements and advances of
the Trustee (including counsel, accountants, experts or such other professionals as the Trustee
deems necessary, advisable or appropriate)) and the Holders allowed in any judicial proceedings
relative to the Issuer or any Subsidiary Guarantor, their creditors or their property, shall be
entitled to participate as a member, voting or otherwise, of any official committee of creditors
appointed in such matters and, unless prohibited by law or applicable regulations, may vote on
behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar
functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and
any other amounts due the Trustee under Section 7.07.



     No provision of this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,



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adjustment or composition affecting the Notes or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.




     Section 6.10 Priorities. Subject to the provisions of the Security Agreement and the
Intercreditor Agreements, as applicable, any money or property collected by the Trustee pursuant to
this Article 6, and, after an Event of Default, any money or other property distributable in
respect of the Issuer’s obligations under this Indenture, shall be paid out in the following order:




     FIRST: to the Trustee for amounts due under Section 7.07 and to the Collateral Agent
for amounts owing to it under the Security Agreement for compensation, reimbursement of
expenses and indemnitees;




     SECOND: to the Holders for amounts due and unpaid on the Notes for principal, premium,
if any, and interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Notes for principal and interest, respectively; and




     THIRD: to the Issuer or, to the extent the Trustee collects any amount for any
Subsidiary Guarantor, to such Subsidiary Guarantor.



     The Trustee may fix a record date and payment date for any payment to the Holders pursuant to
this Section 6.10. At least 15 days before such record date, the Trustee shall mail to each Holder
and the Issuer a notice that states the record date, the payment date and amount to be paid.



     Section 6.11 Undertaking for Costs. In any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.07 or a suit by Holders of more than 10% in principal amount of the Notes.



     Section 6.12 Waiver of Stay or Extension Laws. Neither the Issuer nor any Subsidiary
Guarantor (to the extent it may lawfully do so) shall at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Issuer and each Subsidiary Guarantor (to the extent that it may lawfully
do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay
or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law had been enacted.



ARTICLE 7

TRUSTEE




     Section 7.01 Duties of Trustee.



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     (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the
rights and powers vested in it by this Indenture and use the same degree of care and skill in their
exercise as a prudent person would exercise or use under the circumstances in the conduct of such
person’s own affairs.



     (b) Except during the continuance of an Event of Default:




     (i) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and




     (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, in the case of certificates or opinions required by any provision
hereof to be provided to it, the Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture (but need not
confirm or investigate the accuracy of mathematical calculations or other facts stated
therein).



     (c) The Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:




     (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;




     (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Trust Officer unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts;




     (iii) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.05;
and




     (iv) no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers.



     (d) Every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section 7.01.



     (e) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Issuer.



     (f) Money held in trust by the Trustee need not be segregated from other funds except to the
extent required by law.



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     (g) Every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section and to the
provisions of the Trust Indenture Act.



     Section 7.02 Rights of Trustee.



     (a) The Trustee may conclusively rely on any document believed by it to be genuine and to have
been signed or presented by the proper person. The Trustee need not investigate any fact or matter
stated in the document.



     (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel covering such matters as it shall reasonably request. The Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance on the Officers’
Certificate or Opinion of Counsel.



     (c) The Trustee may act through agents or attorneys and shall not be responsible for the
misconduct or negligence of any agent or attorney appointed with due care.



     (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
which it believes to be authorized or within its rights or powers; provided, however, that the
Trustee’s conduct does not constitute willful misconduct or negligence.



     (e) The Trustee may consult with counsel of its own selection and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the Notes shall be full and
complete authorization and protection from liability in respect of any action taken, omitted or
suffered by it hereunder in good faith and in reliance thereon.



     (f) The Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, debenture, note or other paper or document unless requested in writing to do
so by the Holders of not less than a majority in principal amount of the Notes at the time
outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books, records and premises
of the Issuer, personally or by agent or attorney, at the expense of the Issuer and shall incur no
liability of any kind by reason of such inquiry or investigation.



     (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture,
unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the
Trustee against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.



     (h) The rights, privileges, protections, immunities and benefits given to the Trustee,
including its right to compensation and reimbursement of expenses and to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, the
Collateral Agent and each agent, custodian and other Person employed to act hereunder or under any
of the Security Documents.



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     (i) The Trustee shall not be deemed to have knowledge of an Event of Default except (i) if the
Trustee is at the time acting as Paying Agent of the Issuer in respect to the Notes, any Default or
Event of Default occurring pursuant to Sections 4.01, 6.01(a) or 6.01(b) or (ii) any Default or
Event of Default of which the Trustee shall have received written notification at its corporate
trust office from the Issuer or any Holder of the Bonds and such notification references the Notes
and this Indenture.



     (j) Delivery of reports, information and documents to the Trustee under Section 4.02 is for
informational purposes only and the Trustee’s receipt of the foregoing shall not constitute
constructive notice of any information contained therein or determinable from information contained
therein, including the Issuer’s compliance with any of their covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates).



     (k) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by
a written order or written request of the Issuer signed by an Officer of the Issuer and any
resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;



     (l) The Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take specified actions
pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to
sign an Officers’ Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded;



     (m) The Trustee shall not be responsible or liable for any failure or delay in the performance
of its obligations under this Indenture arising out of or caused, directly or indirectly, by
circumstances beyond its reasonable control, including, without limitation, acts of God;
earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics;
riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or
communication services; accidents; labor disputes; acts of civil or military authority and
governmental action; and



     (n) Anything in this Indenture notwithstanding, in no event shall the Trustee be liable for
special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but
not limited to loss of profit), even if the Issuer has been advised as to the likelihood of such
loss or damage and regardless of the form of action.



     (o) The permissive right of the Trustee to take or refrain from taking any actions enumerated
in this Indenture shall not be construed as a duty.



     Section 7.03 Individual Rights of Trustee. The Trustee in its individual or any other
capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its
Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or
Registrar may do the same with like rights. However, the Trustee must comply with Sections 7.10
and 7.11.



     Section 7.04 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture, any Guarantee or the Notes, it



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shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not
be responsible for any statement or recital of the Issuer or any Subsidiary Guarantor in this
Indenture or in any document issued in connection with the sale of the Notes or in the Notes other
than the Trustee’s certificate of authentication.




     Section 7.05 Notice of Defaults. If a Default occurs and is continuing and if it is actually
known to the Trustee, the Trustee shall mail to each Holder notice of the Default within the 90
days after it occurs. Except in the case of a Default in the payment of principal of, premium (if
any) or interest on any Note, the Trustee may withhold the notice if and so long as a committee of
its Trust Officers’ in good faith determines that withholding the notice is in the interests of the
Holders.



     Section 7.06 Reports by Trustee to the Holders. By no later than August 1, beginning with the
August 1 following the date of this Indenture, the Trustee shall mail to each Holder a brief report
dated as of the previous June 1 that complies with Section 313(a) of the Trust Indenture Act if and
to the extent required thereby. The Trustee shall also comply with Section 313(b) of the Trust
Indenture Act.



     A copy of each report at the time of its mailing to the Holders shall be filed with the
Commission and each stock exchange (if any) on which the Notes are listed. The Issuer agrees to
notify promptly the Trustee whenever the Notes become listed on any stock exchange and of any
delisting thereof.



     Section 7.07 Compensation and Indemnity. The Issuer shall pay to the Trustee from time to
time reasonable compensation for its services. The Trustee’s compensation shall not be limited by
any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee
upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel,
accountants and experts. The Issuer and each Subsidiary Guarantor, jointly and severally shall
indemnify the Trustee against any and all loss, liability, claim, damage or expense (including
reasonable attorneys. fees and expenses) incurred by or in connection with the acceptance or
administration of this trust and the performance of its duties hereunder, including the costs and
expenses of enforcing this Indenture or a Guarantee against the Issuer or a Subsidiary Guarantor
(including this Section 7.07) and defending itself against or investigating any claim (whether
asserted by the Issuer, any Subsidiary Guarantor, any Holder or any other Person). The Trustee
shall notify the Issuer of any claim for which it may seek indemnity promptly upon obtaining actual
knowledge thereof; provided, however, that any failure so to notify the Issuer shall not relieve
the Issuer or any Subsidiary Guarantor of its indemnity obligations hereunder. The Issuer shall
defend the claim and the indemnified party shall provide reasonable cooperation at the Issuer’s
expense in the defense. Such indemnified parties may have separate counsel and the Issuer and the
Subsidiary Guarantors, as applicable shall pay the fees and expenses of such counsel; provided,
however, that the Issuer shall not be required to pay such fees and expenses if it assumes such
indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no
conflict of interest between the Issuer and the Subsidiary Guarantors, as applicable, and such
parties in connection with such defense or situation adverse to the indemnified party in its sole
discretion. The Issuer need not reimburse



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any expense or indemnify against any loss, liability or expense incurred by an indemnified
party through such party’s own willful misconduct, or gross negligence.




     To secure the Issuer’s and the Subsidiary Guarantors’ payment obligations in this
Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, in its capacity as Trustee or Collateral Agent, other than money or
property held in trust to pay principal of and interest on particular Notes.



     The Issuer’s and the Subsidiary Guarantors’ payment obligations pursuant to Sections 7.07 and
8.06 shall survive the satisfaction or discharge of this Indenture, any rejection or termination of
this Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without
prejudice to any other rights available to the Trustee under applicable law, when the Trustee
incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect
to the Issuer, the expenses are intended to constitute expenses of administration under the
Bankruptcy Law.



     For the purposes of this Section 7.07 and Section 8.06, the word “Trustee” shall include any
predecessor Trustee; provided, however, provided that the negligence, willful misconduct or bad
faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.



     Section 7.08 Replacement of Trustee.



     (a) The Trustee may resign at any time by so notifying the Issuer provided, however, no such
resignation shall be effective until a successor Trustee has accepted its appointment pursuant to
this Section 7.08. The Holders of a majority in principal amount of the Notes outstanding may
remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Issuer
shall remove the Trustee if:




     (i) the Trustee fails to comply with Section 7.10;




     (ii) the Trustee is adjudged bankrupt or insolvent;




     (iii) a receiver or other public officer takes charge of the Trustee or its property;
or




     (iv) the Trustee otherwise becomes incapable of acting.



     (b) If the Trustee resigns, is removed by the Issuer or is removed by the Holders of a
majority in principal amount of the Notes outstanding and such Holders do not reasonably promptly
appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the
Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly
appoint a successor Trustee.



     (c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to



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the Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee
to the successor Trustee, subject to the Lien provided for in Section 7.07.




     (d) If a successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Notes
may petition at the expense of the Issuer any court of competent jurisdiction for the appointment
of a successor Trustee.



     (e) If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is
stayed as provided in Section 310(b) of the Trust Indenture Act, any Holder who has been a bona
fide Holder for at least six months may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.



     (f) Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer’s
obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.



     Section 7.09 Successor Trustee by Merger. If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all its corporate trust business or assets to,
another corporation or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Trustee.



     Section 7.10 Eligibility; Disqualification. The Trustee shall at all times satisfy the
requirements of Section 310(a) of the Trust Indenture Act. The Trustee shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent published annual report
of condition. The Trustee shall comply with Section 310(b) of the Trust Indenture Act, subject to
its right to apply for a stay of its duty to resign under the penultimate paragraph of Section
310(b) of the Trust Indenture Act; provided, however, that there shall be excluded from the
operation of Section 310(b)(1) of the Trust Indenture Act any series of securities issued under
this Indenture and any indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Issuer are outstanding if the requirements for
such exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are met.



     Section 7.11 Preferential Collection of Claims Against Issuer. The Trustee shall comply with
Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section
311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated.



ARTICLE 8

DISCHARGE OF INDENTURE; DEFEASANCE




     Section 8.01 Discharge of Liability on Notes. This Indenture (and all Liens on Collateral
granted to secure the Notes and the Guarantees) shall be discharged and shall cease to be of
further effect as to all outstanding Notes, when:




     (a) either:



          (i) all the Notes theretofore authenticated (other than Notes pursuant to Section 2.08
which have been replaced or paid and Notes for whose payment money has




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theretofore been deposited in trust or segregated and held in trust by the Issuer and
thereafter repaid to the Issuer or discharged from such trust) have been delivered to the
Trustee for cancellation; or




     (ii) all of such Notes that have not been delivered to the Trustee for cancellation (a)
have become due and payable by reason of the mailing of a notice of redemption or otherwise,
(b) will become due and payable at their final Stated Maturity within one year or (c) are to
be called for redemption, by the mailing of a notice of redemption, within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Issuer, and the Issuer or a Subsidiary
Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust solely for the benefit of the Holders cash in U.S. dollars sufficient,
non-callable Government Securities, the scheduled payment of principal of and interest on
which will be a sufficient, or a combination of cash in U.S. dollars and non-callable
Government Securities as will be sufficient without consideration of any reinvestment of
interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the
Trustee for cancellation for principal of, premium, if any, on, and interest and Additional
Interest, if any, on, the Notes to the date of maturity or redemption;




     (b) the Issuer has paid or caused to be paid all sums payable by it under this
Indenture;




     (c) the Issuer has delivered irrevocable instructions to the Trustee to apply the
deposited money toward the payment of the Notes at maturity or the redemption date, as the
case may be; and




     (d) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel stating that all conditions precedent under this Indenture relating to the
satisfaction and discharge of this Indenture have been complied with.



     Section 8.02 Defeasance.



     (a) The Issuer may, at its option and at any time, elect to have all of its obligations and
the obligations of the Subsidiary Guarantors discharged with respect to the outstanding Notes
issued under this Indenture, the Guarantees and the Security Documents (“Legal Defeasance”) except
for:




     (i) the rights of Holders of outstanding Notes issued thereunder to receive payments in
respect of the principal of, or interest or premium and Additional Interest, if any, on such
Notes when such payments are due from the trust referred to below;




     (ii) the Issuer’s obligations with respect to the Notes issued thereunder concerning
issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes
and the maintenance of an office or agency for payment and money for security payments held
in trust;



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     (iii) the rights, powers, trusts, duties and immunities of the Trustee, and the
Issuer’s obligations in connection therewith; and




     (iv) this Section 8.02.



     (b) The Issuer may, at its option and at any time, elect to have its obligations and the
obligations of the Subsidiary Guarantors released with respect to Sections 4.02, 4.03, 4.04, 4.05,
4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.14, 4.15, 4.16, 4.17 and clause (iv) of Section 5.01 of this
Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will
not constitute a Default or Event of Default with respect to the Notes. The Issuer may exercise
its Legal Defeasance option notwithstanding its prior exercise of its Covenant Defeasance option.
In the event the Issuer terminates all of its obligations under the Notes and this Indenture (with
respect to such Notes) by exercising its Legal Defeasance option or its Covenant Defeasance option,
the obligations of each Subsidiary Guarantor under its Guarantee of such Notes shall be terminated
simultaneously with the termination of such obligations.



     If the Issuer exercises its Legal Defeasance option, payment of the Notes so defeased may not
be accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance
option, payment of the Notes so defeased may not be accelerated because of an Event of Default
specified in Sections 6.01(c) (other than with respect to Article 5 (except for clause (iv)
thereof)), 6.01(d), 6.01(e), 6.01(f) (solely with respect to Restricted Subsidiaries that are
Significant Subsidiaries), 6.01(g) (solely with respect to Restricted Subsidiaries that are
Significant Subsidiaries), 6.01(h) or 6.01(i).



     Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the
Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.



     (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.04,
2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Notes have
been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.06 and 8.07 shall
survive such satisfaction and discharge.



     Section 8.03 Conditions to Defeasance.



     (a) The Issuer may exercise its Legal Defeasance option or its Covenant Defeasance option only
if:




     (i) the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of
the Holders, cash in U.S. dollars sufficient, non-callable Government Securities, the
scheduled payment of principal of and interest on which will be sufficient, or a combination
of cash in U.S. dollars and non-callable Government Securities, as will be sufficient, in
the opinion of a nationally recognized investment bank, appraisal firm or firm of
independent public accountants, to pay the principal of, or interest and premium, if any, on
and Additional Interest, if any, on the outstanding Notes issued thereunder on the stated
maturity or on the applicable redemption date, as the case may be, and the Issuer must
specify whether the Notes are being defeased to maturity or to a particular redemption date;



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     (ii) in the case of Legal Defeasance, the Issuer has delivered to the Trustee an
Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Issuer has
received from, or there has been published by, the Internal Revenue Service a ruling or (b)
since the date of this Indenture, there has been a change in the applicable federal income
tax law, in either case to the effect that, and based thereon such Opinion of Counsel will
confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss
for federal income tax purposes as a result of such Legal Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such Legal Defeasance had not occurred;




     (iii) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an
Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax purposes as
a result of such Covenant Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such
Covenant Defeasance had not occurred;




     (iv) no Default or Event of Default has occurred and is continuing on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing of funds to
be applied to such deposit and the granting of Liens in connection therewith) or insofar as
Events of Default (other than Events of Default resulting from the borrowing of funds to be
applied to such deposit and the granting of Liens in connection therewith) resulting from
the borrowing of funds or insolvency events are concerned, at any time in the period ending
on the 91st day after the date of deposit;




     (v) such Legal Defeasance or Covenant Defeasance will not result in a breach or
violation of, or constitute a default under, any material agreement or instrument (other
than this Indenture) to which the Issuer or any of its Restricted Subsidiaries is a party or
by which the Issuer or any of its Restricted Subsidiaries is bound;




     (vi) the Issuer must deliver to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Issuer with the intent of preferring the Holders over the other
creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding
creditors of the Issuer or others; and




     (vii) the Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the
Covenant Defeasance as contemplated by this Article 8 have been complied with.



     (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee
for the redemption of such Notes at a future date in accordance with Article 3.



     Section 8.04 Application of Trust Money. The Trustee shall hold in trust money or Government Securities (including proceeds thereof)
deposited with it pursuant to this Article 8. It shall apply the deposited money and the money
from Government Securities through each



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Paying Agent and in accordance with this Indenture to the payment of principal of and interest
on the Notes so discharged or defeased.



     Section 8.05 Repayment to Issuer. Each of the Trustee and each Paying Agent shall promptly turn over to the Issuer upon
request any money or Government Securities held by it as provided in this Article 8 which, in the
written opinion of a nationally recognized investment firm, appraisal firm or firm of independent
public accountants delivered to the Trustee (which delivery shall only be required if Government
Securities have been so deposited), are in excess of the amount thereof which would then be
required to be deposited to effect an equivalent discharge or defeasance in accordance with this
Article.



     Subject to any applicable abandoned property law, the Trustee and each Paying Agent shall pay
to the Issuer upon written request any money held by them for the payment of principal or interest
that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to
the Issuer for payment as general creditors, and the Trustee and each Paying Agent shall have no
further liability with respect to such monies.



     Section 8.06 Indemnity for Government Securities. The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited Government Securities or the principal and interest
received on such Government Securities.



     Section 8.07 Reinstatement. If the Trustee or any Paying Agent is unable to apply any money or Government Securities in
accordance with this Article 8 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuer’s obligations under this Indenture and the Notes so discharged or
defeased shall be revived and reinstated as though no deposit had occurred pursuant to this Article
8 until such time as the Trustee or any Paying Agent is permitted to apply all such money or
Government Securities in accordance with this Article 8; provided, however, that, if the Issuer has
made any payment of principal of or interest on, any such Notes because of the reinstatement of its
obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive
such payment from the money or Government Securities held by the Trustee or any Paying Agent.



ARTICLE 9

AMENDMENTS AND WAIVERS




     Section 9.01 Without Consent of the Holders. The Issuer, the Subsidiary Guarantors, the Trustee and, if applicable, the Collateral Agent
may amend or supplement this Indenture, the Notes, the Guarantees, the Security Documents or the
Intercreditor Agreements without notice to or consent of any Holder:




     (i) to cure any ambiguity, omission, defect or inconsistency;




     (ii) to provide for uncertificated Notes in addition to or in place of certificated
Notes;



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     (iii) to provide for the assumption of the Issuer’s or any Subsidiary Guarantor’s
obligations to Holders in the case of a merger or consolidation or sale of all or
substantially all of the Issuer’s or Subsidiary Guarantor’s assets, as applicable, pursuant
to Article 5;




     (iv) to add a Guarantee of the Notes or to add Collateral for the benefit of the Notes
or the Guarantees;




     (v) to add to the covenants of the Issuer for the benefit of the Holders or to
surrender any right or power herein conferred upon the Issuer;




     (vi) to comply with requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act;




     (vii) to make any change that would provide any additional rights or benefits to the
Holders or that does not adversely affect the legal rights under this Indenture of any such
Holder;




     (viii) to provide for the issuance of Exchange Notes or Additional Notes in compliance
with this Indenture and the Registration Rights Agreement, as applicable;




     (ix) to conform the text of this Indenture, the Guarantees, the Notes or the Security
Documents to any provision in the “Description of the Notes” contained in the Offering
Memorandum to the extent that such provision in the “Description of the Notes” was intended
to be a verbatim recitation of a provision of this Indenture, the Guarantees, the Notes or
the Security Documents;




     (x) to enter into additional or supplemental Security Documents;




     (xi) to release or add Collateral in accordance with the terms of this Indenture and
the Security Documents; or




     (xii) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a
Guarantee with respect to the guarantee of the Notes.



     After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the
Holders a notice briefly describing such amendment. The failure to give such notice to all
Holders, or any defect therein, shall not impair or affect the validity of an amendment under this
Section 9.01.



     Section 9.02 With Consent of the Holders. This Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor
Agreements may be amended or supplemented with the consent of the Holders of at least a majority in
principal amount of the Notes then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing
default or compliance with any provision of this Indenture, the Notes, the Guarantees, the Security
Documents or the Intercreditor Agreements may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes (including, without limitation, consents
obtained



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in connection with a purchase of, or tender offer or exchange offer for, Notes). However,
without the consent of each Holder of an outstanding Note affected, an amendment, supplement or
waiver of this Indenture, the Notes, the Guarantees, the Security Documents or the Intercreditor
Agreements may not (with respect to any Notes held by a non-consenting Holder):




     (i) reduce the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;




     (ii) reduce the principal of or change the fixed maturity of any Note or alter the
provisions with respect to the redemption of the Notes (other than pursuant to Sections 4.06
or 4.08 hereof);




     (iii) reduce the rate of or change the time for payment of interest on any Note;




     (iv) waive a Default or Event of Default in the payment of principal, premium, if any,
or interest or Additional Interest, if any, on the Notes (except a rescission of
acceleration of the Notes by the Holders of at least a majority in aggregate principal
amount of the Notes and a waiver of the payment default that resulted from such
acceleration);




     (v) make any Note payable in money other than that stated in the Notes;




     (vi) modify the Guarantees in any manner that would adversely affect the Holders;




     (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section
9.02;




     (viii) waive a redemption payment with respect to any Note (other than a payment
required by Section 4.06 or 4.08 hereof);




     (ix) except as permitted by this Indenture, release any Guarantee or any Lien on all or
substantially all of the Collateral; or




     (x) subordinate the Notes or any Guarantee in right of payment to any other
Indebtedness.



     It shall not be necessary for the consent of the Holders under this Section 9.02 to approve
the particular form of any proposed amendment, but it shall be sufficient if such consent approves
the substance thereof.



     After an amendment under this Section 9.02 becomes effective, the Issuer shall mail to the
Holders a notice briefly describing such amendment. The failure to give such notice to all
Holders, or any defect therein, shall not impair or affect the validity of an amendment under this
Section 9.02.



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     Section 9.03 Compliance with Trust Indenture Act. From the date on which this Indenture is qualified under the Trust Indenture Act, every
amendment, waiver or supplement to this Indenture or the Notes shall comply with the Trust
Indenture Act as then in effect.



     Section 9.04 Revocation and Effect of Consents and Waivers.



     (a) A consent to an amendment or a waiver by a Holder of a Note shall bind the Holder and
every subsequent Holder of that Note or portion of the Note that evidences the same debt as the
consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note.
However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s
Note or portion of the Note if the Trustee receives the notice of revocation before the date on
which the Trustee receives an Officers’ Certificate from the Issuer certifying that the requisite
principal amount of Notes have consented. After an amendment or waiver becomes effective, it shall
bind every Holder. An amendment or waiver becomes effective upon the (i) receipt by the Issuer or
the Trustee of consents by the Holders of the requisite principal amount of securities, (ii)
satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture
supplemental hereto containing such amendment or waiver and (iii) execution of such amendment or
waiver (or supplemental indenture) by the Issuer and the Trustee.



     (b) The Issuer may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to give their consent or take any other action described above or
required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be entitled to give such
consent or to revoke any consent previously given or to take any such action, whether or not such
Persons continue to be Holders after such record date. No such consent shall be valid or effective
for more than 120 days after such record date.



     Section 9.05 Notation on or Exchange of Notes. If an amendment, supplement or waiver changes the terms of a Note, the Issuer may require
the Holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation
on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Issuer
or the Trustee so determines, the Issuer in exchange for the Note shall issue and the Trustee shall
authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation
or to issue a new Note shall not affect the validity of such amendment, supplement or waiver.



     Section 9.06 Trustee and Collateral Agent to Sign Amendments. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this
Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities
of the Trustee. If it does, the Trustee may but is not required to sign it. In signing such
amendment, the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
shall be provided with, and (subject to Section 7.01) shall be fully protected in relying upon, an
Officers’ Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver
is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the
legal, valid and binding obligation of the Issuer and the Subsidiary Guarantors, enforceable
against them in accordance with its terms, subject to customary exceptions, and complies with the
provisions hereof



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(including Section 9.03). The provisions of this Section 9.06 shall also apply mutatis
mutandis to the Collateral Agent.




     Section 9.07 Payment for Consent. The Issuer will not, and will not permit any of its Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of any Holders for or
as an inducement to any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Notes unless such consideration is offered to be paid and, if such consent, waiver
or amendment is consummated, is paid to all Holders that consent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent, waiver or agreement.



     Section 9.08 Additional Voting Terms. All Notes issued under this Indenture shall vote and consent together on all matters (as to
which any of such Notes may vote) as one class and no Notes will have the right to vote or consent
as a separate class on any matter.



ARTICLE 10

COLLATERAL




     Section 10.01 Appointment and Authorization of Trustee as Collateral Agent.



     (a) By acceptance of the benefits hereof, each Holder hereby designates and appoints the
Trustee as the Collateral Agent of the Holders under the Security Documents, and the Trustee is
hereby authorized as the Collateral Agent for such Holders to execute and enter into each of the
Security Documents, the Intercreditor Agreements and all other instruments relating to the
Intercreditor Agreements and the Security Documents and (i) to take such action and exercise such
powers and use such discretion as are expressly permitted hereunder and under the Security
Documents and all instruments relating hereto and thereto and (ii) to exercise such powers and
perform such duties as are in each case expressly delegated to the Trustee as Collateral Agent by
the terms hereof and thereof, together with such other powers and discretion as are reasonably
incidental hereto and thereto. In addition, by acceptance of the benefits hereof, each Holder
hereby authorizes the Collateral Agent to act at the direction of the Trustee, subject to the terms
of this Indenture, the Security Documents and the Intercreditor Agreements.



     (b) Notwithstanding any provision to the contrary elsewhere in this Indenture or the Security
Documents, the Trustee shall not have any duties or responsibilities except those expressly set
forth herein or therein or any fiduciary relationship with any Holder, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture
or any Security Document or any Intercreditor Agreement or otherwise exist against the Trustee.



     (c) Trustee and Collateral Agent expenses shall be deemed to constitute administrative
expenses in a bankruptcy proceeding.



     Section 10.02 Security Documents; Collateral.



     (a) Collateral. (i) The due and punctual payment of the principal of, premium, if any, and
interest on the Notes and the Guarantees thereof when and as the same shall be due and payable,
whether on an interest payment date, at maturity, by acceleration, repurchase,



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redemption or otherwise, and performance of all other obligations under this Indenture,
including, without limitation, the obligations of the Issuer and the Subsidiary Guarantors set
forth in Section 7.07, Section 8.06 and Section 8.07 herein, and in the Notes and the Guarantees
and the Security Documents, shall be secured by first-priority Liens and security interests,
subject to Permitted Liens, as and to the extent provided in the Security Documents which the
Issuer and the Subsidiary Guarantors, as the case may be, have entered into simultaneously with the
execution of this Indenture and shall be secured by all Security Documents hereafter delivered as
required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements,
as applicable; provided that the Collateral shall exclude certain items of property, as provided in
the Security Documents (collectively, the “Excluded Collateral”).




     (ii) The Issuer and the Subsidiary Guarantors hereby agree that the Collateral Agent
shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in
each case pursuant to the terms of the Security Documents and the Intercreditor Agreements,
as applicable.




     (iii) Each Holder, by its acceptance of any Notes and the Guarantees thereof, consents
and agrees to the terms of the Security Documents and the Intercreditor Agreements
(including, without limitation, the provisions providing for foreclosure) as the same may be
in effect or as may be amended, amended and restated, supplemented or otherwise modified
from time to time in accordance with their terms, agrees that the Collateral Agent is hereby
authorized to execute and deliver the Security Documents and the Intercreditor Agreements
and authorizes and directs the Collateral Agent to perform its obligations and exercise its
rights under the Security Documents and the Intercreditor Agreements in accordance
therewith.




     (iv) The Trustee and each Holder, by accepting the Notes and the Guarantees thereof,
acknowledges that, as more fully set forth in the Security Documents and the Intercreditor
Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of
all the Holders and the Trustee, and that the Lien of the Security Documents in respect of
the Trustee and the Holders contemplated by this Indenture is subject to and qualified and
limited in all respects by the Security Documents and the Intercreditor Agreements and
actions that may be taken thereunder.



     (b) Further Assurances. (i) The Issuer shall, and shall cause each Subsidiary Guarantor to,
at their sole expense, do or cause to be done all acts which may be reasonably necessary, if
requested by the Collateral Agent, to confirm that the Collateral Agent holds, for the benefit of
the Holders and the Trustee, duly created, enforceable and perfected first-priority Liens in the
Collateral (subject to Permitted Liens) to the extent required by this Indenture, the Security
Documents and the Intercreditor Agreements, as applicable.




     (ii) As necessary, or upon request of the Collateral Agent or the Trustee, the Issuer
and the Subsidiary Guarantors shall, at their sole expense, execute, acknowledge and deliver
such documents and instruments and take such other actions, which may be necessary, or as
the Collateral Agent or the Trustee may reasonably request, to assure, perfect, transfer and
confirm the security interest and priority of Liens created or intended



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to be created by the Security Documents, including with respect to After-Acquired
Property, to the extent permitted by applicable law.



     (c) Additional Collateral. As soon as practicable following the acquisition by the Issuer or
any Subsidiary Guarantor of any After-Acquired Property, the Issuer or such Subsidiary Guarantor
shall execute and deliver such security instruments, financing statements and mortgages and such
certificates and Opinions of Counsel as expressly required under this Indenture and the Security
Documents in order to grant to the Collateral Agent a perfected security interest, subject only to
Permitted Liens, in such After-Acquired Property and to have such After-Acquired Property added to
the Collateral, and thereupon all provisions of the Indenture relating to the Collateral shall be
deemed to relate to such After-Acquired Property to the same extent and with the same force and
effect.



     (d) Real Estate Mortgages and Filings. With respect to any fee interest in certain real
property interests identified in Schedule 10.02(d) to this Indenture (individually and
collectively, the “Premises”) owned by the Issuer or a Subsidiary Guarantor on the Issue
Date or acquired by the Issuer or a Subsidiary Guarantor after the Issue Date that has a fair
market value, as reasonably determined by the Issuer in excess of $2,500,000 individually or,
together with all other such real property and associated fixtures not otherwise subject to a
Mortgage in favor of the Collateral Agent, $5,000,000 in the aggregate:




     (i) the Issuer shall deliver to the Collateral Agent, as mortgagee or beneficiary, as
applicable, fully executed counterparts of mortgages or deeds of trust, each dated as of the
Issue Date or, if later, the date such property is pledged to secure the Notes, in
accordance with the requirements of the Indenture and/or the Security Documents, duly
executed by the Issuer or the applicable Subsidiary Guarantor, together with evidence of the
completion (or satisfactory arrangements for the completion) of all recordings and filings
of such mortgage or deeds of trust (and payment of any taxes or fees in connection
therewith) as may be necessary to create a valid, perfected first-priority Lien (subject to
Permitted Liens) against the properties purported to be covered thereby;




     (ii) the Collateral Agent shall have received mortgagee’s title insurance policies in
favor of the Collateral Agent, as mortgagee, in the form necessary, with respect to the
property purported to be covered by such mortgage, to insure that the interests created by
the mortgage constitute valid and first-priority Liens on such property free and clear of
all Liens, defects and encumbrances (other than Permitted Liens), each such title insurance
policy to be in an amount and have such endorsements and additional coverages as shall be
customary as certified in an Officers’ Certificate and shall be accompanied by evidence of
the payment in full of all premiums thereon; and




     (iii) the Issuer shall cause each Subsidiary Guarantor to deliver to the Collateral
Agent, with respect to each of the Premises, such filings, surveys (or any updates or
affidavits that the title company may reasonably require as necessary to issue the title
insurance policies referred to above), local counsel opinions, landlord agreements and
fixture filings, along with such other documents, instruments, certificates and agreements,
as shall be necessary or as the Collateral Agent and its counsel shall



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reasonably require to create, evidence or perfect a valid and first-priority Lien on
the property subject to each such mortgage (subject to Permitted Liens).



     (e) Impairment of Security Interest. Neither the Issuer nor any of the Subsidiary Guarantors
shall take or omit to take any action which would materially adversely affect or impair the Liens
in favor of the Collateral Agent and the Holders with respect to the Collateral. Neither the Issuer
nor any of the Subsidiary Guarantors shall grant to any Person, or permit any Person to retain
(other than the Collateral Agent), any security interest or Lien whatsoever in the Collateral,
other than Permitted Liens. Neither the Issuer nor any Subsidiary Guarantor shall enter into any
agreement that requires the proceeds received from any sale of Collateral to be applied to repay,
redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as
permitted by this Indenture, the Notes, the Guarantees, the Security Documents and the
Intercreditor Agreements, as applicable.



     (f) Rule 3-16 of Regulation S-X. (i) Notwithstanding anything to the contrary set forth in
this Section 10.02 or any Security Document, in the event that Rule 3-16 of Regulation S-X under
the Securities Act requires or would require (or is replaced with another rule or regulation, or
any other law, rule or regulation is adopted, which would require) the filing with the Commission
of separate financial statements of a Subsidiary Guarantor that are not otherwise required to be
filed, then the Capital Stock of such Subsidiary Guarantor need not be pledged pursuant to this
Section 10.02 and the Security Documents and shall automatically be deemed released and to not be
and to not have been part of the Collateral, but only to the extent necessary to not be subject to
such requirement. In such event, the Security Documents may be amended or modified, without the
consent of any Holder, to the extent necessary to evidence the release of Liens securing the Notes
and the Guarantees on the shares of Capital Stock that are so deemed to no longer constitute part
of the Collateral and the Trustee and Collateral Agent are hereby authorized by each Holder to
execute, or to authorize the execution of or the filing of, any agreement, document or instrument
in order to evidence such release or to otherwise give effect to this Section 10.02(f).




     (ii) In the event that Rule 3-16 of Regulation S-X is amended, modified or interpreted
by the Commission to permit (or is replaced with another rule or regulation, or any other
law, rule or regulation is adopted, which would permit) a Subsidiary Guarantor’s Capital
Stock to secure the Notes in excess of the amount then pledged without the filing with the
Commission (or any other governmental agency) of separate financial statements of such
Subsidiary Guarantor, then the Capital Stock of such Subsidiary Guarantor shall
automatically be deemed to be a part of the Collateral but only to the extent necessary to
not be subject to any such financial statement requirement (and, in such event, the Security
Documents may be amended or modified, without the consent of any Holder of the Notes, to the
extent necessary to subject to the Liens under the Security Documents such additional
Capital Stock) and the Issuer or such Subsidiary Guarantor, as applicable, shall take all
such necessary steps to effectuate such Lien.



     Section 10.03 Recording, Registration and Opinions. (i) The Issuer shall furnish to the Collateral Agent on the anniversary of the Issue Date
in each year, beginning with 2010, an Opinion of Counsel, dated as of such date, which complies
with Trust Indenture Act § 314(b)(2), either (i) (x) stating that, in the opinion of such counsel,
such action has been taken with respect



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to the recordings, registrations, filings, re-recordings, re-registrations and refilings of
this Indenture, the Security Documents and all supplemental indentures, financing statements,
continuation statements and other instruments of further assurance as are necessary to maintain the
perfected Liens of the Security Documents under applicable law and reciting the details of such
action or referring to prior Opinions of Counsel in which such details are given, or (y) stating
that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing
statements, continuation statements, and other documents have been executed and filed that are
necessary, as of such date, fully to maintain the perfection of the security interests of the
Collateral Agent hereunder and under the Security Documents with respect to the Collateral.



     Section 10.04 Release of Collateral. The Collateral Agent shall not at any time release Collateral from the Liens created by the
Security Documents unless such release is in accordance with the provisions of this Indenture and
the Security Documents. The Collateral Agent shall, and is hereby authorized by each Holder, to
release, and take such actions as are reasonably requested by the Issuer to evidence such release,
Collateral from the Liens created by the Security Documents to the extent such release is permitted
by and is in accordance with the provisions of this Indenture and the Security Documents.



     Section 10.05 Possession and Use of Collateral. Except with respect to the Satellite Construction Collateral Account and the Event of Loss
Collateral Account, which shall be governed by Section 10.06, and subject to and in accordance with
the provisions of this Indenture and the Security Documents, so long as the Collateral Agent has
not exercised rights or remedies with respect to the Collateral in connection with an Event of
Default that has occurred and is continuing, except as provided in the Security Documents, the
Issuer and any Subsidiary Guarantors shall be entitled to exercise any voting and consensual rights
and retain any dividends and distributions pertaining to all Capital Stock pledged pursuant to the
Security Documents and to remain in possession and retain exclusive control over this Indenture,
the Security Documents and the Collateral, to freely, operate, manage, develop, lease, use, consume
and enjoy the Collateral, to alter or repair any Collateral so long as such alterations and repairs
do not impair the Lien of the Security Documents thereon, and otherwise comply with this Indenture
and the Security Documents, and to collect, receive, use, invest and dispose of the profits,
revenues, proceeds and other income thereof.



     Section 10.06 Satellite Construction Collateral Account; Event of Loss Collateral Account.



     (a) The Issuer hereby establishes the Satellite Construction Collateral Account with the
Collateral Agent, such account to constitute a non-interest bearing trust account. The Collateral
Agent shall have sole dominion and control over the Satellite Construction Collateral Account, and
neither the Issuer nor any Subsidiary Guarantor shall have any right to withdraw funds from such
Satellite Construction Collateral Account, except in accordance with the provisions of this Section
10.06(a). The Satellite Construction Collateral Account shall be a securities account, as defined
in the Uniform Commercial Code. The Collateral Agent shall have no duty to inquire as to whether
any funds deposited into the Satellite Construction Collateral Account are entitled to be do
deposited and may conclusively assume that any such deposit is proper. The Issuer shall have the
right to direct investments of the assets held in the Satellite Construction Collateral Account or
the liquidation of such investments prior to the occurrence of



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an Event of Default; provided, however, that any such investment shall only be permitted to
the extent it is cash or Cash Equivalents. Any investment direction or direction as to the
liquidation of investments shall be in writing and signed by an Officer of the Issuer, shall
specify the particular investment to be made or liquidated and shall state that any investment to
be made in accordance with such direction is permitted hereby. The Collateral Agent shall have no
liability for any losses incurred in connection with the making or liquidation of any investment in
accordance with this Section. Any investment in a money market fund referred to in clause (8) of
the definition of “Cash Equivalents” in Section 1.01 hereof may include money market funds with
respect to which the Collateral Agent acts as an investment manager or advisor and with respect to
which it may receive fees for the administration thereof. The Collateral Agent shall only
authorize the release of funds, and the Issuer shall only be permitted to withdraw funds, held in
the Satellite Construction Collateral Account in accordance with, and to the extent permitted
under, Section 4.17 or Section 4.03(c)(xvii) hereof. Any such release will require the Issuer to
deliver to the Trustee and the Collateral Agent an Officers’ Certificate stating that the
conditions for release pursuant to Section 4.17 or Section 4.03(c)(xvii) hereof have been met.
Funds may be released from the Satellite Construction Collateral Account no earlier than three
Business Days after receipt by the Collateral Agent of such Officers’ Certificate (or by such
earlier time as shall be acceptable to the Collateral Agent), treating an Officers’ Certificate
received after 12:00 noon (New York City time) on a Business Day as having been received on the
following Business Day.



     (b) The Issuer hereby establishes the Event of Loss Collateral Account with the Collateral
Agent, such account to constitute a non-interest bearing trust account. The Collateral Agent shall
have sole dominion and control over the Event of Loss Collateral Account, and neither the Issuer
nor any Subsidiary Guarantor shall have any right to withdraw funds from such Event of Loss
Collateral Account, except in accordance with the provisions of this Section 10.06(b). The Event
of Loss Collateral Account shall be a securities account, as defined in the Uniform Commercial
Code. The Collateral Agent shall have no duty to inquire as to whether any funds deposited into
the Event of Loss Collateral Account are entitled to be so deposited and may conclusively assume
that any such deposit is proper. The Issuer shall have the right to direct investments of the
assets held in the Event of Loss Collateral Account or the liquidation of such investments prior to
the occurrence of an Event of Default; provided, however, that any such investment shall only be
permitted to the extent it is cash or Cash Equivalents. Any investment direction or direction as
to the liquidation of investments shall be in writing and signed by an Officer of the Issuer, shall
specify the particular investment to be made or liquidated and shall state that any investment to
be made in accordance with such direction is permitted hereby. The Collateral Agent shall have no
liability for any losses incurred in connection with the making or liquidation of any investment in
accordance with this Section. Any investment in a money market fund referred to in clause (8) of
the definition of “Cash Equivalents” in Section 1.01 hereof may include money market funds with
respect to which the Collateral Agent acts as an investment manager or advisor and with respect to
which it may receive fees for the administration thereof. The Collateral Agent shall only
authorize the release of funds, and the Issuer shall only be permitted to withdraw funds, held in
the Event of Loss Collateral Account in accordance with, and to the extent permitted under, Section
4.06 hereof. Any such release will require the Issuer to deliver to the Trustee and the Collateral
Agent an Officers’ Certificate stating that the conditions for release pursuant to Section 4.06
hereof have been met. Funds may be released from the Event of Loss Collateral Account no earlier
than



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three Business Days after receipt by the Collateral Agent of such Officers’ Certificate (or by
such earlier time as shall be acceptable to the Collateral Agent), treating an Officers’
Certificate received after 12:00 noon (New York City time) on a Business Day as having been
received on the following Business Day.



     Section 10.07 Specified Releases of Collateral.



     (a) Satisfaction and Discharge; Defeasance. Notwithstanding anything to the contrary
contained in any Security Document, the Issuer and any Subsidiary Guarantors shall be entitled to
obtain a full release of all of the Collateral from the Liens of the Security Documents upon
payment in full of all principal of, premium, if any, and interest and Additional Interest, if any,
on the Notes and of all obligations for the payment of money due and owing to the Collateral Agent,
the Trustee or the Holders pursuant to the Notes, this Indenture or any Security Documents, or upon
the satisfaction and discharge of this Indenture in accordance with Article 8 or upon Legal
Defeasance or Covenant Defeasance in accordance with Article 8 of this Indenture; provided that all
amounts owing to the Trustee and the Collateral Agent under this Indenture, the Notes, the
Guarantees and the Security Documents shall have been paid or duly provided for. Upon the release
of any Subsidiary Guarantor from its obligations under this Indenture and its Guarantee pursuant to
Section 4.16(c), such Subsidiary Guarantor shall be entitled to obtain the release of all of its
Collateral from the Liens of the Security Documents; provided that all amounts owing to the Trustee
and the Collateral Agent under this Indenture, the Notes, the Guarantees and the Security Documents
shall have been paid or duly provided for. The Liens on the Collateral shall also be released with
respect to the Notes and the Guarantees with the consent of each Holder of the Notes affected
thereby (including, without limitation, consents obtained in connection with a tender offer or
exchange offer for, or purchase of, Notes). Upon delivery by the Issuer to the Collateral Agent of
an Officers’ Certificate and an Opinion of Counsel, each to the effect that all such conditions
precedent to such release and reconveyance have been complied with (and which may be the same
Officers’ Certificate and Opinion of Counsel required by Article 9), together with such
documentation, if any, as may be required by this Indenture prior to the release of such
Collateral, the Collateral Agent shall forthwith take all necessary action (at the written request
of and the expense of the Issuer) to release and reconvey to the Issuer and the applicable
Subsidiary Guarantors without recourse, representation or warranty all of the Collateral by
executing a release in the form provided by the Issuer or the applicable Subsidiary Guarantor and
reasonably acceptable to the Collateral Agent, and shall deliver such Collateral in its possession
to the Issuer and the applicable Subsidiary Guarantors, including, without limitation, the
execution and delivery of releases and satisfactions wherever required.



     (b) Release of Collateral in Connection with Asset Sales and Events of Loss. Notwithstanding
anything to the contrary contained in any Security Document. the Issuer and the Subsidiary
Guarantors, as the case may be, shall have the right to obtain a release of any item of property
constituting Collateral that is sold or otherwise disposed of or deemed disposed of in a
transaction permitted by Section 4.06 from the Lien of the Security Documents (the “Released
Collateral”), and the Collateral Agent shall release such Released Collateral from the Lien of the
relevant Security Document and reconvey the Released Collateral to the Issuer or any such
Subsidiary Guarantor if the Issuer delivers to the Collateral Agent the following:



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     (i) an Officers’ Certificate of the Issuer stating that (1) such sale covers only the
Released Collateral or such other property that does not constitute Collateral subject to
the sale or disposition, and (2) such sale is made in compliance with Section 4.06 and all
conditions precedent in this Indenture and the Security Documents relating to the release in
question have been complied with by the Issuer; and




     (ii) subject to Section 10.12 below, all documentation required by the Trust Indenture
Act (including, without limitation, Trust Indenture Act §§ 314(c) and 314(d)), if any, prior
to the release by the Collateral Agent of the Released Collateral and, if applicable, all
documentation required by the Trust Indenture Act and this Indenture to effect any
substitution of new Collateral required by Section 4.06.



     Upon compliance by the Issuer with the conditions precedent set forth above, the Liens in
favor of the Collateral Agent on such Collateral shall automatically terminate and be released and
the Collateral Agent shall cause to be released and reconveyed to the Issuer or the applicable
Subsidiary Guarantor the Released Collateral without recourse, representation or warranty by
executing a release in the form provided by the Issuer or the applicable Subsidiary Guarantor and
reasonably acceptable to the Collateral Agent, in each case, without the consent of the Holders.



     Section 10.08 Purchaser Protected. No purchaser or grantee of any property or rights purporting to be released shall be bound
to ascertain the authority of the Collateral Agent to execute the release or to inquire as to the
existence of any conditions herein prescribed for the exercise of such authority.



     Section 10.09 Authorization of Actions to Be Taken by the Collateral Agent Under the Security
Documents. (a) Subject to the provisions of, and to the extent expressly provided for by, the
Security Documents and the Intercreditor Agreements, as applicable:




     (i) the Collateral Agent may, in its sole discretion and without the consent of the
Holders, on behalf of the Holders, take all actions it deems necessary or appropriate in
order to (i) enforce any of the terms of the Security Documents and (ii) collect and receive
any and all amounts payable in respect of the Collateral in respect of the obligations of
the Issuer and any Subsidiary Guarantors hereunder and under the Security Documents; and




     (ii) the Collateral Agent shall have power to institute and to maintain such suits and
proceedings as it may deem expedient to prevent any impairment of the Collateral by any act
that may be unlawful or in violation of the Security Documents, the Intercreditor Agreements
or this Indenture, and such suits and proceedings as the Collateral Agent may deem expedient
to preserve or protect its interests and the interests of the Holders in the Collateral
(including the power to institute and maintain suits or proceedings to restrain the
enforcement of or compliance with any legislative or other governmental enactment, rule or
order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance
with, such enactment, rule or order would impair the security interest hereunder or
thereunder or be prejudicial to the interests of the Holders or of the Collateral Agent).



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     (b) The Trustee or the Collateral Agent shall not be responsible for the existence,
genuineness or value of any of the Collateral or for the validity, perfection, priority or
enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by
reason of any action or omission to act on its part hereunder, except to the extent such action or
omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee or the
Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment
contained therein, for the validity of the title of the Issuer to the Collateral, for insuring the
Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or
otherwise as to the maintenance of the Collateral. The Trustee or the Collateral Agent shall have
no responsibility for recording, filing, re-recording or refiling any financing statement,
continuation statement, document, instrument or other notice in any public office at any time or
times or to otherwise take any action to perfect or maintain the perfection of any security
interest granted to it under the Security Documents or otherwise.



     (c) Where any provision of this Indenture requires that additional property or assets be added
to the Collateral, the Issuer and each Subsidiary Guarantor, as applicable, shall deliver to the
Trustee or the Collateral Agent the following, in each case, to the extent necessary:




     (i) a request to the Trustee that such Collateral be added;




     (ii) the form of instrument adding such Collateral, which, based on the type and
location of the property subject thereto, shall be in substantially the form of the
applicable Security Documents entered into on the date of this Indenture, with such changes
thereto as the Issuer shall consider appropriate, or in such other form as the Issuer shall
deem proper; provided that any such changes or such form are administratively satisfactory
to the Trustee or the Collateral Agent;




     (iii) an Officers’ Certificate and Opinion of Counsel to the effect that all conditions
precedent provided for in this Indenture to the addition of such Collateral have been
complied with, which Opinion of Counsel shall also opine as to the creation and perfection
of the Collateral Agent’s Lien on such Collateral and as to the due authorization, execution
and delivery, validity and enforceability of the Security Document being entered into; and




     (iv) such financing statements, if any, as the Issuer shall deem necessary to perfect
the Collateral Agent’s security interest in such Collateral.



     Section 10.10 Authorization of Receipt of Funds by the Trustee Under the Security Documents. The Trustee is authorized to receive any funds for the benefit of Holders distributed under
the Security Documents, to apply such funds as provided in this Indenture and to make further
distributions of such funds in accordance with the provisions of Section 6.10.



     Section 10.11 Powers Exercisable by Receiver or Collateral Agent. In case the Collateral shall be in the possession of a receiver or trustee, lawfully
appointed, the powers conferred in this Article 10 upon the Issuer or any Subsidiary Guarantor, as
applicable, with respect to the release, sale or other disposition of such Property may be
exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall
be deemed the



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equivalent of any similar instrument of the Issuer or any Subsidiary Guarantor, as applicable,
or of any officer or officers thereof required by the provisions of this Article 10.



     Section 10.12 Trust Indenture Act Requirements. The release of any Collateral from the Lien of any of the Security Documents or the release
of, in whole or in part, the Liens created by any of the Security Documents will not be deemed to
impair the security interests in contravention of the provisions hereof if and to the extent the
Collateral or Liens are released pursuant to the applicable Security Documents and pursuant to the
terms hereof. The Trustee and each of the Holders acknowledge that a release of Collateral or
Liens strictly in accordance with the terms of the Security Documents and the terms hereof will not
be deemed for any purpose to be an impairment of the Security Interests in contravention of the
terms of this Indenture. To the extent applicable, the Issuer will comply with the provisions of
Trust Indenture Act §314(b) and Trust Indenture Act §314(d). Any certificate or opinion required
by Trust Indenture Act §314(d) may be made by an Officer of the Issuer except in cases where Trust
Indenture Act §314(d) requires that such certificate or opinion be made by an independent engineer,
appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding
anything to the contrary in this Indenture or in any Security Document, the Issuer and the
Subsidiary Guarantors will not be required to comply with all or any portion of Trust Indenture Act
§314(d) if they determine, in good faith based on advice of counsel (which may be internal
counsel), that under the terms of that section and/or any interpretation or guidance as to the
meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders,
all or any portion of Trust Indenture Act §314(d) is inapplicable to the released Collateral. To
the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to Trust
Indenture Act §314(b)(2), the Issuer will furnish such opinion prior to each anniversary of the
Issue Date.



ARTICLE 11

GUARANTEES




     Section 11.01 Guarantees of the Notes.



     (a) Each Subsidiary Guarantor hereby fully, unconditionally and irrevocably guarantees, as
primary obligor and not merely as surety, jointly and severally with each other Subsidiary
Guarantor, to each Holder of the Notes and the Trustee the full and punctual payment when due,
whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if
any, and interest on the Notes and all other monetary obligations of the Issuer under this
Indenture (including interest accruing after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or any
Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding) (all the foregoing being hereinafter collectively called the “Guarantor
Obligations”). Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the
Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further
assent from it, and that it will remain bound under this Article 11 notwithstanding any extension
or renewal of any Guarantor Obligation.



     (b) Each Subsidiary Guarantor waives presentation to, demand of payment from and protest to
the Issuer of any of the Guarantor Obligations and also waives notice of protest for



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nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the
Guarantor Obligations. Each Subsidiary Guarantor further agrees that its Guarantee herein
constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any
right to require that any resort be had by any Holder to any security held for payment of the
Guarantor Obligations.



     (c) Except as set forth in Section 11.02, the obligations of each Subsidiary Guarantor
hereunder shall not be subject to any reduction, limitation, impairment or termination for any
reason (other than payment of the Guarantor Obligations in full), including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any defense of setoff,
counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or
unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the
foregoing, the Guarantor Obligations of each Subsidiary Guarantor herein shall not be discharged or
impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to
enforce any right or remedy against the Issuer or any other person under this Indenture, the Notes,
the Security Documents or any other agreement or otherwise; (b) any extension or renewal of any
thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of
this Indenture, the Notes, the Security Documents or any other agreement; (d) the release of any
security held by any Holder or the Trustee for the Guarantor Obligations or any of them; (e) the
failure of any Holder or the Trustee to exercise any right or remedy against any other Subsidiary
Guarantor, or (f) any change in the ownership of the Issuer; (g) by any default, failure or delay,
willful or otherwise, in the performance of the Guarantor Obligations, or (h) by any other act or
thing or omission or delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of any Subsidiary Guarantor or would otherwise operate as a discharge of such
Subsidiary Guarantor as a matter of law or equity.



     (d) Each Subsidiary Guarantor agrees that its Guarantee herein shall remain in full force and
effect until payment in full of all the Guarantor Obligations or such Subsidiary Guarantor is
released from its Guarantee in compliance with Section 4.16(c). Each Subsidiary Guarantor further
agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may
be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest on
any of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder upon the
bankruptcy or reorganization of the Issuer or otherwise.



     (e) In furtherance of the foregoing and not in limitation of any other right which any Holder
has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the
Issuer to pay any of the Guarantor Obligations when and as the same shall become due, whether at
maturity, by acceleration, by redemption or otherwise, each Subsidiary Guarantor hereby promises to
and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in
cash, to the Trustee for its benefit and for the benefit of the Holders an amount equal to the sum
of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and
unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not
prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or
the commencement of any insolvency, reorganization or like proceeding relating to the Issuer or any
Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding). Each Subsidiary Guarantor hereby



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waives any right to which it may be entitled to have the assets of the Issuer first be used
and depleted as payment of the Issuer’s or such Subsidiary Guarantor’s obligations hereunder prior
to any amounts being claimed from or paid by such Subsidiary Guarantor hereunder.



     (f) Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on
the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations
guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its
Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guarantor Obligations guaranteed hereby and (y) in the event of any
such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether
or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the
purposes of this Guarantee. Each Subsidiary Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or the Holders
in enforcing any rights under this Section.



     (g) This Article 11 shall be binding upon each Subsidiary Guarantor and its successors and
assigns and shall inure to the benefit of the successors and assigns of the Trustee, the Holders
and the Collateral Agent and, in the event of any transfer or assignment of rights by any Holder,
the Trustee, or the Collateral Agent the rights and privileges conferred upon that party in this
Indenture and in the Notes shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions of this Indenture.



     Section 11.02 Limitation on Liability; Release and Discharge. Any term or provision of this Indenture to the contrary notwithstanding, the obligations of
each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving
effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving
effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor
in respect of the obligations of such other Subsidiary Guarantor under its Guarantee or pursuant to
its contribution obligations under this Indenture, result in the obligations of such Subsidiary
Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
federal or state law and not otherwise being void or voidable under any similar laws affecting the
rights of creditors generally. A Subsidiary Guarantor shall be automatically and unconditionally
released and discharged from all of its obligations under its Guarantee of the Guaranteed
Obligations as provided in Section 4.16.



     Section 11.03 Execution and Delivery. To evidence its Guarantee set forth in Section 11.01 hereof, each Subsidiary Guarantor
hereby agrees that this Indenture (or with respect to Subsidiary Guarantors that become such after
the Issue Date, a supplemental indenture in the form of Exhibit D to this Indenture) shall be
executed on behalf of such Subsidiary Guarantor by an Officer of such Subsidiary Guarantor. Each
Subsidiary Guarantor hereby agrees that its Guarantee set forth in Section 11.01 hereof shall
remain in full force and effect notwithstanding the absence of the endorsement of any notation of
such Guarantee on the Notes. If an Officer whose signature is on this Indenture no longer holds
that office at the time the Trustee authenticates the Note, the Guarantee shall be valid
nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder,
shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of
the Subsidiary Guarantors. If required by Section 4.16 hereof, the Company shall cause any newly
created or acquired



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Restricted Subsidiary to comply with the provisions of Section 4.16 hereof and this Article
11, to the extent applicable.



     Section 11.04 Right of Contribution. Each Subsidiary Guarantor hereby agrees that to the extent that any Subsidiary Guarantor
shall have paid more than its proportionate share of any payment made on the obligations under the
Guarantee, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and
against the Issuer, or any other Subsidiary Guarantor who has not paid its proportionate share of
such payment. The provisions of this Section 11.04 shall in no respect limit the obligations and
liabilities of each Subsidiary Guarantor to the Trustee and the Holders and each Subsidiary
Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by such
Subsidiary Guarantor hereunder.



     Section 11.05 No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no
Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any
Holder against the Issuer or any other Subsidiary Guarantor or any collateral security or guarantee
or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations,
nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement
from the Issuer or any other Subsidiary Guarantor in respect of payments made by such Subsidiary
Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on
account of the Guarantor Obligations are paid in full. If any amount shall be paid to any
Subsidiary Guarantor on account of such subrogation rights at any time when all of the Guarantor
Obligations shall not have been paid in full, such amount shall be held by such Subsidiary
Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary
Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the
Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary
Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.



ARTICLE 12

MISCELLANEOUS




     Section 12.01 Trust Indenture Act Controls. If and to the extent that any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by, or with another provision (an “incorporated provision”) included in
this Indenture by operation of, Sections 310 to 318 of the Trust Indenture Act, inclusive, such
imposed duties or incorporated provision shall control.



     Section 12.02 Notices.



     (a) Any notice or communication required or permitted hereunder shall be in writing and
delivered in person, via facsimile or mailed by first-class mail addressed as follows:



     if to the Issuer or any Subsidiary Guarantor:




c/o GeoEye, Inc.

21700 Atlantic Blvd.

Dulles, VA 20166

Attention: William Lee Warren, Esq., General Counsel



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     with a copy to:




Latham & Watkins LLP

555 Eleventh Street

Washington, D.C. 20004

Attention: Patrick Shannon, Esq.



     if to the Trustee:




The Bank of New York Mellon

101 Barclay Street

New York, New York 10286

Attention: Corporate Trust Division — Corporate Finance Unit

Fax: (212) 815-5707



     The Issuer or the Trustee by notice to the other may designate additional or different
addresses for subsequent notices or communications.



     (b) Any notice or communication mailed to a Holder shall be mailed, first class mail, to the
Holder at the Holder’s address as it appears on the registration books of the Registrar and shall
be sufficiently given if so mailed within the time prescribed.



     (c) Failure to mail a notice or communication to a Holder or any defect in it shall not affect
its sufficiency with respect to other Holders. If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not the addressee receives it, except that
notices to the Trustee are effective only if received. Notice to the Trustee via facsimile shall
be deemed duly given if the Trustee shall confirm receipt thereof by telephone.



     Section 12.03 Communication by the Holders with Other Holders. The Holders may communicate pursuant to Section 312(b) of the Trust Indenture Act with
other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the
Trustee, the Registrar and other Persons shall have the protection of Section 312(c) of the Trust
Indenture Act.



     Section 12.04 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee or Collateral Agent to take or
refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee at the
request of the Trustee:




     (a) an Officers’ Certificate in form reasonably satisfactory to the Trustee or
Collateral Agent stating that, in the opinion of the signers, all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been complied with;
and




     (b) an Opinion of Counsel in form reasonably satisfactory to the Trustee or Collateral
Agent stating that, in the opinion of such counsel, all such conditions precedent have been
complied with.



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     Section 12.05 Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture (other than pursuant to Section 4.09) shall include:




     (a) a statement that the individual making such certificate or opinion has read such
covenant or condition;




     (b) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (c) a statement that, in the opinion of such individual, he has made such examination
or investigation as is necessary to enable him to express an informed opinion as to whether
or not such covenant or condition has been complied with; and




     (d) a statement as to whether or not, in the opinion of such individual, such covenant
or condition has been complied with; provided, however, that with respect to matters of fact
an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public
officials.



     Section 12.06 When Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred
in any direction, waiver or consent, Notes owned by the Issuer, any Subsidiary Guarantor or by any
Person directly or indirectly controlling or controlled by or under direct or indirect common
control with the Issuer or any Subsidiary Guarantor shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee
knows are so owned shall be so disregarded. Subject to the foregoing, only Notes outstanding at
the time shall be considered in any such determination.



     Section 12.07 Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of the Holders. The
Registrar and a Paying Agent may make reasonable rules for their functions.



     Section 12.08 Legal Holidays. If a payment date is not a Business Day, payment shall be made on the next succeeding day
that is a Business Day, and no interest shall accrue on any amount that would have been otherwise
payable on such payment date if it were a Business Day for the intervening period. If a regular
record date is not a Business Day, the record date shall not be affected.



     Section 12.09 Governing Law; Waiver of Trial by Jury. THIS INDENTURE, THE GUARANTEES AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO IRREVOCABLY WAIVE, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.



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     Section 12.10 Jurisdiction; Consent to Service of Process.



     (a) The Issuer hereby irrevocably and unconditionally submits, for itself and its property, to
the general jurisdiction of the New York State courts, sitting in the Borough of Manhattan, the
City of New York, or the federal courts of the United States of America for the Southern District
of New York, and any appellate court from any thereof, in any action or proceeding arising out of
or relating to this Indenture or the Notes, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect
of any such action or proceeding may be heard and determined in such New York State or, to the
extent permitted by law, in such federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Indenture shall affect any right that any Holder may otherwise have to bring any action or
proceeding relating to this Indenture or the Notes against the Issuer or their properties in the
courts of any jurisdiction.



     (b) The Issuer hereby irrevocably and unconditionally waives, and agrees not to plea or claim,
to the fullest extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Indenture or the Notes in any New York State or federal court. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.



     (c) The Issuer hereby irrevocably and unconditionally appoints CT Corporation System with an
office on the date hereof at 111 Eighth Avenue, New York, New York 10011 and its successors
hereunder (the “Process Agent”), as its agent to receive on behalf of each of the Issuer and its
property of all writs, claims, process, and summonses in any action or proceeding brought against
it in the State of New York. Such service may be made by mailing or delivering a copy of such
process to the Issuer, in care of the Process Agent at the address specified above for the Process
Agent, and the Issuer hereby irrevocably authorizes and directs the Process Agent to accept such
service on its behalf. Failure by the Process Agent to give notice to the Issuer, as applicable,
or failure of the Issuer to receive notice of such service of process shall not impair or affect
the validity of such service on the Process Agent or the Issuer, or of any judgment based thereon.
The Issuer covenants and agrees that it shall take any and all reasonable action, including the
execution and filing of any and all documents, that may be necessary to continue the designation of
the Process Agent above in full force and effect, and to cause the Process Agent to act as such.
The Issuer further covenants and agrees to maintain at all times an agent with offices in New York
City to act as its Process Agent. Nothing herein shall in any way be deemed to limit the ability
to serve any such writs, process or summonses in any other manner permitted by applicable law.



     Section 12.11 No Recourse Against Others. No director, officer, employee, incorporator or holder of any equity interests in the
Issuer or of any Subsidiary Guarantor or any direct or indirect parent corporation, as such, shall
have any liability for any obligations of the Issuer or the Subsidiary Guarantors under the Notes
or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Notes by accepting a Note waives and releases all such liability.



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     Section 12.12 Successors. All agreements of the Issuer in this Indenture and the Notes shall bind its successors.
All agreements of the Trustee in this Indenture shall bind its successors.



     Section 12.13 Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed copy is enough to
prove this Indenture.



     Section 12.14 Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not intended to be
considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.



     Section 12.15 Indenture Controls. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a
provision of this Indenture, such provision of this Indenture shall control.



     Section 12.16 Severability. In case any provision in this Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby and such provision shall be ineffective only to the extent of such invalidity,
illegality or unenforceability.



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     IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date
first written above.



	 	 	 	 	 
	 	GEOEYE, INC.

 	 
	 	By:	/s/ Joseph F. Greeves	 	 
	 	 	Name: Joseph F. Greeves	 	 
	 	 	Title: Executive Vice President and Chief
Financial Officer	 	 
	 
	 	ORBIMAGE Inc.

 	 
	 	By:	/s/ William L. Warren	 	 
	 	 	Name: William L. Warren	 	 
	 	 	Title: Senior Vice President, General Counsel
and Secretary	 	 
	 
	 	ORBIMAGE SI Holdco Inc.

 	 
	 	By:	/s/ William L. Warren	 	 
	 	 	Name: William L. Warren	 	 
	 	 	Title: Vice President and Secretary	 	 
	 
	 	ORBIMAGE SI Opco Inc.

 	 
	 	By:	/s/ William L. Warren	 	 
	 	 	Name: William L. Warren	 	 
	 	 	Title: Vice President and Secretary	 	 
	 
	 	i5, Inc.

 	 
	 	By:	/s/ William L. Warren	 	 
	 	 	Name: William L. Warren	 	 
	 	 	Title: Vice President and Secretary	 	 



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	 	M.J. Harden Associates, Inc.

 	 
	 	By:	/s/ William L. Warren	 	 
	 	 	Name: William L. Warren	 	 
	 	 	Title: Vice President and Secretary	 	 
	 
	 	ORBIMAGE License Corp.

 	 
	 	By:	/s/ William L. Warren	 	 
	 	 	Name: William L. Warren	 	 
	 	 	Title: Vice President and Secretary	 	 



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	 	THE BANK OF NEW YORK MELLON, as Trustee

 	 
	 	By:  	/s/  Christopher Greene	 
	 	 	Name:  Christopher Greene	 	 
	 	 	Title:  Vice President	 	 
	 
	 	THE BANK OF NEW YORK MELLON, as Collateral Agent

 	 
	 	By:  	/s/  Christopher Greene	 
	 	 	Name:  Christopher Greene	 	 
	 	 	Title:  Vice President	 	 



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SCHEDULE 10.02(d)




PREMISES




Premises Owned by the Issuer or a Subsidiary Guarantor on the Issue Date:



ORBIMAGE SI Opco Inc.: 12076 Grant Street, Thornton, Adams County, Colorado 80241 (Parcel No.
0157334003026).




Premises Acquired and Owned by the Issuer or a Subsidiary Guarantor after the Issue Date:



Any real property and associated fixtures owned from time to time by the Issuer or a Subsidiary
Guarantor, including downlink production and distribution facilities, having a fair market value as
reasonably determined by the Issuer in excess of $2.5 million individually or, together with all
other such real property and associated fixtures not subject to a mortgage in favor of the
Collateral Agent, $5.0 million in the aggregate.





 











 





APPENDIX A




PROVISIONS RELATING TO ORIGINAL NOTES, ADDITIONAL NOTES

AND EXCHANGE NOTES




1. Definitions.




     1.1 Definitions.



     For the purposes of this Appendix A the following terms shall have the meanings indicated
below:



     “Clearstream” means Clearstream Banking, société anonyme, or any successor securities clearing
agency.



     “Definitive Note” means a certificated Original Note or Additional Note or Exchange Note
(bearing the Restricted Notes Legend if the transfer of such Note is restricted by applicable law)
that does not include the Global Notes Legend.



     “Depository” means The Depository Trust Company, its nominees and their respective successors.



     “Euroclear” means the Euroclear Clearance System or any successor securities clearing agency.



     “Global Notes Legend” means the legend set forth under that caption in the applicable Exhibit
to this Indenture.



     “IAI” means an institutional “accredited investor” as described in Rule 501.



     “Initial Purchasers” means, collectively, J.P. Morgan Securities Inc., Banc of America
Securities LLC., Jefferies & Company, Inc., Deutsche Bank Securities Inc., Canaccord Adams Inc.,
SMH Capital Inc., and Dougherty & Company LLC, each a party to the Purchase Agreement as an initial
purchaser and the initial purchasers of Additional Notes.



     “OID Legend” means the legend set forth under that caption in Section 2.2(f)(i) herein.



     “Purchase Agreement” means the Purchase Agreement dated September 23, 2009 among the Issuer,
the Subsidiary Guarantors named in the signature page thereto and the Initial Purchasers and any
purchase agreement for Additional Notes.



     “QIB” means a “qualified institutional buyer” as defined in Rule 144A.



     “Registered Exchange Offer” means the offer by the Issuer, pursuant to the Registration Rights
Agreement, to certain Holders of the Original Notes and the Additional Notes, to issue and deliver
to such Holders, in exchange for the Notes held by them, a like aggregate principal amount of
Exchange Notes registered under the Securities Act.



App. A-1









 





     “Registration Rights Agreement” means (a) the Registration Rights Agreement dated as of
October 9, 2009 among the Issuer, the Subsidiary Guarantors named on the signatures pages thereto
and the Initial Purchasers relating to the Notes and (b) any other similar registration rights
agreement relating to Additional Notes.



     “Regulation S” means Regulation S under the Securities Act.



     “Regulation S Notes” means all Original Notes and Additional Notes offered and sold outside
the United States in reliance on Regulation S.



     “Restricted Notes Legend” means the legends (other than the OID Legend) set forth in Sections
2.2(f)(i) herein.



     “Restricted Period”, with respect to any Regulation S Notes, means the period of 40
consecutive days beginning on the later of: (i) the date when such Regulation S Notes were first
offered to Persons other than a distributor or (ii) the date of closing of the offering of such
Regulation S Notes, the date of termination of such period to be set forth in an Officers’
Certificate delivered to the Trustee promptly after the Issue Date.



     “Rule 144A” means Rule 144A under the Securities Act.



     “Rule 144A Notes” means all Original Notes and Additional Notes offered and sold to QIBs in
reliance on Rule 144A.



     “Rule 501” means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.



     “Securities Custodian” means the custodian with respect to a Global Note (as appointed by the
Depository) or any successor person thereto, who shall initially be the Trustee.



     “Shelf Registration Statement” means a registration statement filed by the Issuer in
connection with the offer and sale of Original Notes and Additional Notes pursuant to the
Registration Rights Agreement.



     “Transfer Restricted Global Notes” means Global Notes and any other Notes that bear or are
required to bear or are subject to the Restricted Notes Legend.



     “Transfer Restricted Notes” means Definitive Notes that bear or are required to bear or are
subject to the Restricted Notes Legend.



     “Unrestricted Definitive Note” means Definitive Notes and any other Notes that are not
required to bear, or are not subject to, the Restricted Notes Legend.



     “Unrestricted Global Note” means Global Notes and any other Notes that are not required to
bear, or are not subject to, the Restricted Notes Legend.



App. A-2









 





2. The Notes.




     2.1 Form and Dating; Global Notes. (a) The Original Notes issued on Issue Date and
Additional Notes originally issued as Transfer Restricted Notes or Transfer Restricted Global Notes
will be (i) offered and sold by the Issuer pursuant to the applicable Purchase Agreement and (ii)
resold by the applicable Initial Purchasers initially only to (1) QIBs in reliance on Rule 144A and
(2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such
Original Notes and Additional Notes may thereafter be transferred to, among others, QIBs,
purchasers in reliance on Regulation S and, except as set forth below, Accredited Investors in
accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold
by the Issuer from time to time pursuant to one or more Purchase Agreements in accordance with
applicable law.



     (b) Global Notes. (i) Rule 144A Notes initially shall be represented by one or more
Notes in definitive, fully registered, global form without interest coupons (collectively, the
“Restricted Global Notes”). Regulation S Notes initially shall be represented by one or more Notes
in definitive fully registered, global form without interest coupons (collectively, the “Regulation
S Global Notes”). The term “Global Notes” means, collectively, the Restricted Global Notes and the
Regulation S Global Notes and Exchange Notes issued in global form to the Depository or its
nominee. The Global Notes shall bear the Global Note Legend and the OID Legend. The Global Notes
initially shall (1) be registered in the name of the Depository or the nominee of such Depository,
in each case for credit to an account of an Agent Member, (2) be delivered to the Trustee as
custodian for such Depository and (3) except in the case of Exchange Notes, bear the Restricted
Notes Legend.



     Members of, or direct or indirect participants in, the Depository, Euroclear or Clearstream
(“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on
their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes. The
Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as
the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from
giving effect to any written certification, proxy or other authorization furnished by the
Depository, or impair, as between the Depository, Euroclear or Clearstream as the case may be, and
their respective Agent Members, the operation of customary practices governing the exercise of the
rights of a Holder of any Note.



          (ii) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the
Depository, its successors or its respective nominees. Interests of beneficial owners in the
Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the
applicable rules and procedures of the Depository, Euroclear or Clearstream as the case may be, and
the provisions of Section 2.2. A Global Note shall be exchangeable for Definitive Notes only if
(x) the Depository notifies the Issuer that it is unwilling or unable to continue as depository,
for such Global Note and the Issuer thereupon fails to appoint a successor depository, (y) the
Depository has ceased to be a clearing agency registered under the Exchange Act or (z) there shall
have occurred and be continuing an Event of Default with respect to such Global Note. In all
cases, Definitive Notes delivered in exchange for any Global Note or beneficial



App. A-3









 







interests therein shall be registered in the names, and issued in any approved denominations,
requested by or on behalf of the Depository in accordance with its customary procedures.



          (iii) In connection with the transfer of a Global Note as an entirety to beneficial owners
pursuant to subsection (ii) of this Section 2.1(b), such Global Note shall be deemed to be
surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall
authenticate and make available for delivery, to each beneficial owner identified by the Depository
in writing in exchange for its beneficial interest in such Global Note, an equal aggregate
principal amount of Definitive Notes of authorized denominations.



          (iv) Any Transfer Restricted Note delivered in exchange for an interest in a Global Note
pursuant to Section 2.2 shall, bear the OID Legend and, except as otherwise provided in Section
2.2, bear the Restricted Notes Legend.



          (v) Notwithstanding the foregoing, through the Restricted Period, a beneficial interest in a
Regulation S Global Note may be held only through Euroclear or Clearstream unless delivery is made
in accordance with the applicable provisions of Section 2.2.



          (vi) The Holder of any Global Note may grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent Members, to take any
action which a Holder is entitled to take under this Indenture or the Notes.



     2.2 Transfer and Exchange.



     (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a
whole except as set forth in Section 2.1(b). Global Notes will not be exchanged by the Issuer for
Definitive Notes except under the circumstances described in Section 2.1(b)(ii). Global Notes also
may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.10 of this
Indenture. Beneficial interests in a Global Note may be transferred and exchanged as provided in
Section 2.2(b) or 2.2(c).



     (b) Transfer and Exchange of Beneficial Interests in Global Notes. The transfer and
exchange of beneficial interests in the Global Notes shall be effected through the Depository, in
accordance with the provisions of this Indenture and the applicable rules and procedures of the
Depository. Beneficial interests in Restricted Global Notes shall be subject to restrictions on
transfer comparable to those set forth herein to the extent required by the Securities Act.
Beneficial interests in Global Notes shall be transferred or exchanged only for beneficial
interests in Global Notes. Transfers and exchanges of beneficial interests in the Global Notes
also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:




     (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial
interests in any Restricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in the same Restricted Global Note in
accordance with the transfer restrictions set forth in the Restricted Notes Legend;
provided, however, that prior to the expiration of the Restricted Period, transfers of
beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for
the account or benefit of a U.S. Person (other than an Initial Purchaser). A beneficial



App. A-4









 







interest in an Unrestricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note. No written
orders or instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.2(b)(i).




     (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes.
In connection with all transfers and exchanges of beneficial interests in any Global Note
that are not subject to Section 2.2(b)(i), the transferor of such beneficial interest must
deliver to the Registrar (1) a written order from an Agent Member given to the Depository in
accordance with the applicable rules and procedures of the Depository directing the
Depository to credit or cause to be credited a beneficial interest in another Global Note in
an amount equal to the beneficial interest to be transferred or exchanged and (2)
instructions given in accordance with the applicable rules and procedures of the Depository
containing information regarding the Agent Member account to be credited with such increase.
Upon satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes pursuant to this Section 2.2(b)(ii), the Trustee shall adjust the
principal amount of the relevant Global Note pursuant to Section 2.2(g).




     (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A
beneficial interest in a Transfer Restricted Global Note may be transferred to a Person who
takes delivery thereof in the form of a beneficial interest in another Transfer Restricted
Global Note if the transfer complies with the requirements of Section 2.2(b)(ii) above and
the Registrar receives the following: if the transferee will take delivery in the form of a
beneficial interest in a Global Note, then the transferor must deliver a certificate in the
form attached to the applicable Note.




     (iv) Transfer and Exchange of Beneficial Interests in a Transfer Restricted Global
Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in
a Transfer Restricted Global Note may be exchanged by any holder thereof for a beneficial
interest in an Unrestricted Global Note or transferred to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange
or transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar
receives the following:




     (A) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a beneficial interest in an
Unrestricted Global Note, a certificate from such holder in the form attached to the
applicable Note; or




     (B) if the holder of such beneficial interest in a Restricted Global Note
proposes to transfer such beneficial interest to a Person who shall take delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note, a
certificate from such holder in the form attached to the applicable Note,




and, in each such case, if the Issuer so requests or if the applicable rules and procedures
of the Depository, Euroclear or Clearstream, as applicable, so require, an Opinion of
Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or
transfer is



App. A-5









 







in compliance with the Securities Act and that the restrictions on transfer contained herein
and in the Restricted Notes Legend are no longer required in order to maintain compliance
with the Securities Act. If any such transfer or exchange is effected pursuant to this
subparagraph (iv) at a time when an Unrestricted Global Note has not yet been issued, the
Issuer shall issue and, upon receipt of an written order of the Issuer in the form of an
Officers’ Certificate in accordance with Section 2.03, the Trustee shall authenticate one or
more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate
principal amount of beneficial interests transferred or exchanged pursuant to this
subparagraph (iv).




     (v) Transfer and Exchange of Beneficial Interests in an Unrestricted Global Note
for Beneficial Interests in a Restricted Global Note. Beneficial interests in an
Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take
delivery thereof in the form of, a beneficial interest in a Restricted Global Note.



     (c) Transfer and Exchange of Beneficial Interests in Global Notes for Definitive
Notes. A beneficial interest in a Global Note may not be exchanged for a Definitive Note
except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global
Note may not be transferred to a Person who takes delivery thereof in the form of a Definitive Note
except under the circumstances described in Section 2.1(b)(ii).



     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests in Global
Notes. Definitive Notes may be transferred or exchanged for beneficial interests in Global
Notes in accordance with Section 2.2(d). Transfers and exchanges of beneficial interests in the
Global Notes also shall require compliance with either subparagraph (i), (ii) or (ii) below, as
applicable:




     (i) Transfer Restricted Notes to Beneficial Interests in Restricted Global
Notes. If any Holder of a Transfer Restricted Note proposes to exchange such Transfer
Restricted Note for a beneficial interest in a Restricted Global Note or to transfer such
Transfer Restricted Note to a Person who takes delivery thereof in the form of a beneficial
interest in a Restricted Global Note, then, upon receipt by the Registrar of the following
documentation:




     (A) if the Holder of such Transfer Restricted Note proposes to exchange such
Transfer Restricted Note for a beneficial interest in a Restricted Global Note, a
certificate from such Holder in the form attached to the applicable Note;




     (B) if such Transfer Restricted Note is being transferred to a Qualified
Institutional Buyer in accordance with Rule 144A under the Securities Act, a
certificate from such Holder in the form attached to the applicable Note;




     (C) if such Transfer Restricted Note is being transferred to a Non-U.S. Person
in an offshore transaction in accordance with Rule 903 or Rule 904 under the
Securities Act, a certificate from such Holder in the form attached to the
applicable Note;



App. A-6









 






     (D) if such Transfer Restricted Note is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in accordance
with Rule 144 under the Securities Act, a certificate from such Holder in the form
attached to the applicable Note;




     (E) if such Transfer Restricted Note is being transferred to an IAI in reliance
on an exemption from the registration requirements of the Securities Act other than
those listed in subparagraphs (B) through (D) above, a certificate from such Holder
in the form attached to the applicable Note, and a certificate in the form of
Exhibit C to the Indenture and an Opinion of Counsel in form reasonably acceptable
to the Issuer to the effect that such transfer is in compliance with the Securities
Act, if applicable; or




     (F) if such Transfer Restricted Note is being transferred to the Issuer or a
Subsidiary thereof, a certificate from such Holder in the form attached to the
applicable Note;




the Trustee shall cancel the Transfer Restricted Note, and increase or cause to be increased
the aggregate principal amount of the appropriate Restricted Global Note.




     (ii) Transfer Restricted Notes to Beneficial Interests in Unrestricted Global
Notes. A Holder of a Transfer Restricted Note may exchange such Transfer Restricted
Note for a beneficial interest in an Unrestricted Global Note or transfer such Transfer
Restricted Note to a Person who takes delivery thereof in the form of a beneficial interest
in an Unrestricted Global Note only if the Registrar receives the following:




     (A) if the Holder of such Transfer Restricted Note proposes to exchange such
Transfer Restricted Note for a beneficial interest in an Unrestricted Global Note, a
certificate from such Holder in the form attached to the applicable Note; or




     (B) if the Holder of such Transfer Restricted Notes proposes to transfer such
Transfer Restricted Note to a Person who shall take delivery thereof in the form of
a beneficial interest in an Unrestricted Global Note, a certificate from such Holder
in the form attached to the applicable Note,




and, in each such case, if the Issuer or the Issuer so requests or if the applicable rules
and procedures of the Depository, Euroclear or Clearstream, as applicable, so require, an
Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such
exchange or transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Restricted Notes Legend are no longer required in
order to maintain compliance with the Securities Act. Upon satisfaction of the conditions
of this subparagraph (ii), the Trustee shall cancel the Transfer Restricted Notes and
increase or cause to be increased the aggregate principal amount of the Unrestricted Global
Note. If any such transfer or exchange is effected pursuant to this subparagraph (ii) at a
time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and,
upon receipt of an written order of the Issuer in the form of an



App. A-7









 







Officers’ Certificate, the Trustee shall authenticate one or more Unrestricted Global Notes
in an aggregate principal amount equal to the aggregate principal amount of Transfer
Restricted Notes transferred or exchanged pursuant to this subparagraph (ii).




     (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes. A Holder of an Unrestricted Definitive Note may exchange such Unrestricted
Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such
Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request
for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted
Definitive Note and increase or cause to be increased the aggregate principal amount of one
of the Unrestricted Global Notes. If any such transfer or exchange is effected pursuant to
this subparagraph (iii) at a time when an Unrestricted Global Note has not yet been issued,
the Issuer shall issue and, upon receipt of an written order of the Issuer in the form of an
Officers’ Certificate, the Trustee shall authenticate one or more Unrestricted Global Notes
in an aggregate principal amount equal to the aggregate principal amount of Unrestricted
Definitive Notes transferred or exchanged pursuant to this subparagraph (iii).




     (iv) Unrestricted Definitive Notes to Beneficial Interests in Restricted Global
Securities. An Unrestricted Definitive Note cannot be exchanged for, or transferred to
a Person who takes delivery thereof in the form of, a beneficial interest in a Restricted
Global Note.



     (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a
Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.2(e),
the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder shall present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in
form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized
in writing. In addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following provisions of this
Section 2.2(e).




     (i) Transfer Restricted Notes to Transfer Restricted Notes. A Transfer
Restricted Note may be transferred to and registered in the name of a Person who takes
delivery thereof in the form of a Transfer Restricted Note if the Registrar receives the
following:




     (A) if the transfer will be made pursuant to Rule 144A under the Securities
Act, then the transferor must deliver a certificate in the form attached to the
applicable Note;




     (B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the
Securities Act, then the transferor must deliver a certificate in the form attached
to the applicable Note;



App. A-8









 






     (C) if the transfer will be made pursuant to an exemption from the registration
requirements of the Securities Act in accordance with Rule 144 under the Securities
Act, a certificate in the form attached to the applicable Note;




     (D) if the transfer will be made to an IAI in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in
subparagraphs (A) through (D) above, a certificate in the form attached to the
applicable Note and a certificate in the form of Exhibit C to the Indenture and an
Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that
such transfer is in compliance with the Securities Act, if applicable; and




     (E) if such transfer will be made to the Issuer or a Subsidiary thereof, a
certificate in the form attached to the applicable Note.




     (ii) Transfer Restricted Notes to Unrestricted Definitive Notes. Any Transfer
Restricted Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note
or transferred to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note if the Registrar receives the following:




     (1) if the Holder of such Transfer Restricted Note proposes to exchange such
Transfer Restricted Note for an Unrestricted Definitive Note, a certificate from
such Holder in the form attached to the applicable Note; or




     (2) if the Holder of such Transfer Restricted Note proposes to transfer such
Notes to a Person who shall take delivery thereof in the form of an Unrestricted
Definitive Note, a certificate from such Holder in the form attached to the
applicable Note,




and, in each such case, if the Issuer so requests, an Opinion of Counsel in form reasonably
acceptable to the Issuer to the effect that such exchange or transfer is in compliance with
the Securities Act and that the restrictions on transfer contained herein and in the
Restricted Notes Legend are no longer required in order to maintain compliance with the
Securities Act.




     (iii) Unrestricted Definitive Notes to Transfer Restricted Notes. An
Unrestricted Definitive Note cannot be exchanged for, or transferred to a Person who takes
delivery thereof in the form of, a Transfer Restricted Note.



     (f) Legend.




     (i) Except as permitted by the following paragraphs (ii), (iii), (iv), (v) or (vi),
each Note certificate evidencing the Global Notes and the Definitive Notes (and all Notes
issued in exchange therefor or in substitution thereof) shall bear a legend in substantially
the following form (each defined term in the legend being defined as such for purposes of
the legend only):




“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION



App. A-9









 







UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE
SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”)
THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS]
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY
AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (1) (a) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE UNDER RULE 144A, TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE
UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(c) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO AN
INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a) (1), (2), (3) OR (7) OF THE
SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”)) THAT, PRIOR TO SUCH TRANSFER, FURNISHES
THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH
CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO GEOEYE, INC. THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL IF GEOEYE, INC. SO REQUESTS), (2) TO GEOEYE, INC. OR (3) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND
EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED
HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.”



Each Definitive Note shall bear the following additional legend:





“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH CERTIFICATES AND
OTHER INFORMATION AS THE ISSUER



App. A-10









 







MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”



OID Legend





THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST, THE ISSUER WILL PROMPTLY
MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND
DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO
MATURITY OF THE NOTE. HOLDERS SHOULD CONTACT JEANINE MONTGOMERY AT GEOEYE, INC., 21700 ATLANTIC
BLVD., DULLES, VA 20166.




     (ii) Upon any sale or transfer of a Transfer Restricted Note that is a Definitive Note,
the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for
a Definitive Note that does not bear the legends set forth above and rescind any restriction
on the transfer of such Transfer Restricted Note if the Holder certifies in writing to the
Registrar that its request for such exchange was made in reliance on Rule 144 (such
certification to be in the form set forth on the reverse of the applicable Notes).




     (iii) After a sale of any Original Notes or Additional Notes pursuant to the
Registration Rights Agreement during the period of the effectiveness of a Shelf Registration
Statement with respect to such Original Notes or Additional Notes, all requirements
pertaining to the Restricted Notes Legend on such Original Notes and Additional Notes shall
cease to apply and the requirements that any such Original Notes and Additional Notes be
issued in global form shall continue to apply.




     (iv) Upon the consummation of a Registered Exchange Offer with respect to the Original
Notes and Additional Notes pursuant to the Registration Rights Agreement pursuant to which
Holders of such Original Notes and Additional Notes are offered Exchange Notes in exchange
for their Original Notes and Additional Notes, all requirements pertaining to Original Notes
and Additional Notes that such Notes be issued in global form shall continue to apply, and
Exchange Notes in global form without the Restricted Notes Legend shall be available to
Holders that exchange such Original Notes and Additional Notes in such Registered Exchange
Offer.




     (v) Upon a sale or transfer after the expiration of the Restricted Period of any
Original Note and Additional Note acquired pursuant to Regulation S, all requirements that
such Original Note or Additional Note bear the Restricted Notes Legend shall cease to apply
and the requirements requiring any such Original Note or Additional Note be issued in global
form shall continue to apply.




     (vi) Any Additional Notes sold in a registered offering shall not be required to bear
the Restricted Notes Legend.



     (g) Cancellation or Adjustment of Global Note. At such time as all beneficial
interests in a particular Global Note have been exchanged for Definitive Notes or a particular



App. A-11









 







Global Note has been redeemed, repurchased or canceled in whole and not in part, each such
Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section
2.11 of this Indenture. At any time prior to such cancellation, if any beneficial interest in a
Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form
of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of
Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made
on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect
such reduction; and if the beneficial interest is being exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another Global Note, such
other Global Note shall be increased accordingly and an endorsement shall be made on such Global
Note by the Trustee or by the Depository at the direction of the Trustee to reflect such increase.



     (h) Obligations with Respect to Transfers and Exchanges of Notes.




     (i) To permit registrations of transfers and exchanges, the Issuer shall execute and
the Trustee shall authenticate, Definitive Notes and Global Notes at the Registrar’s
request.




     (ii) No service charge shall be made for any registration of transfer or exchange, but
the Issuer may require payment of a sum sufficient to cover any transfer tax, assessments,
or similar governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchanges pursuant to
Sections 3.03(c), 4.06, 4.08 and 9.05 of this Indenture).




     (iii) Prior to the due presentation for registration of transfer of any Note, the
Issuer, the Trustee, a Paying Agent or the Registrar may deem and treat the person in whose
name a Note is registered as the absolute owner of such Note for the purpose of receiving
payment of principal of and (subject to the record date provisions of the Notes) interest on
such Note and for all other purposes whatsoever, whether or not such Note is overdue, and
none of the Issuer, the Trustee, a Paying Agent or the Registrar shall be affected by
notice to the contrary.




     (iv) All Notes issued upon any transfer or exchange pursuant to the terms of this
Indenture shall evidence the same debt and shall be entitled to the same benefits under this
Indenture as the Notes surrendered upon such transfer or exchange.



     (i) No Obligation of the Trustee.




     (i) None of the Trustee, the Registrar or the Paying Agent shall have any
responsibility or obligation to any beneficial owner of a Global Note, any Agent Member or
any other Person with respect to the accuracy of the records of the Depository or its
nominee or of any Agent Member thereof, with respect to any ownership interest in the Notes
or with respect to the delivery to any Agent Member, beneficial owner or other Person (other
than the Depository) of any notice (including any notice of redemption or repurchase) or the
payment of any amount, under or with respect to such Notes. All notices and communications
to be given to the Holders and all payments to be made to



App. A-12









 







the Holders under the Notes shall be given or made only to the registered Holders
(which shall be the Depository or its nominee in the case of a Global Note). The rights of
beneficial owners in any Global Note shall be exercised only through the Depository subject
to the applicable rules and procedures of the Depository. The Trustee may rely and shall be
fully protected in relying upon information furnished by the Depository with respect to its
Agent Member and any beneficial owners.




     (ii) Neither the Trustee nor the Registrar shall have any obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer or exchange
imposed under this Indenture or under applicable law with respect to any transfer or
exchange of any interest in any Note (including any transfers between or among Depository
participants, members or beneficial owners in any Global Note) other than to require
delivery of such certificates and other documentation or evidence as are expressly required
by, and to do so if and when expressly required by, the terms of this Indenture, and to
examine the same to determine substantial compliance as to form with the express
requirements hereof.




App. A-13









 








EXHIBIT A




[FORM OF FACE OF ORIGINAL NOTE AND ADDITIONAL NOTE]




[Global Notes Legend]





UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.




TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



[Restricted Notes Legend]





“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”)
THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS]
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY
AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (1) (a) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE UNDER RULE 144A, TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) IN A TRANSACTION



A-1









 







MEETING THE REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL “ACCREDITED INVESTOR”
(AS DEFINED IN RULE 501 (a) (1), (2), (3) OR (7) OF THE SECURITIES ACT (AN “INSTITUTIONAL
ACCREDITED INVESTOR”)) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE
TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN
$250,000, AN OPINION OF COUNSEL ACCEPTABLE TO GEOEYE, INC. THAT SUCH TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF GEOEYE, INC. SO
REQUESTS), (2) TO GEOEYE, INC. OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN
EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
RESTRICTIONS SET FORTH IN (A) ABOVE.”



Each Definitive Note shall bear the following additional legend:





“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH CERTIFICATES AND
OTHER INFORMATION AS THE ISSUER MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES
WITH THE FOREGOING RESTRICTIONS.”



[OID Legend]





THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST, THE ISSUER WILL PROMPTLY
MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND
DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO
MATURITY OF THE NOTE. HOLDERS SHOULD CONTACT JEANINE MONTGOMERY AT GEOEYE, INC., 21700 ATLANTIC
BLVD., DULLES, VA 20166.



A-2









 





[FORM OF ORIGINAL NOTE AND ADDITIONAL NOTE]




			
	 	 	 
	No.
	 	Principal Amount $                    [, or such

other amount as shall be set forth in the Schedule of

Increases or Decreases in Global Note attached hereto]






9.625% Senior Secured Note due 2015




	 	 	 
	CUSIP NO.:

	 	[_]1
	ISIN:

	 	[_]2






     GEOEYE, INC., a corporation organized under the laws of the State of Delaware, promises to pay
to CEDE & CO., or registered assigns, the principal sum of [                                   ]
DOLLARS ($[                    ]) [, or such other amount as shall be set forth in the Schedule of
Increases or Decreases in Global Note attached hereto] on October 1, 2015.



Interest Rate: 9.625% per annum




Interest Payment Dates: April 1 and October 1.




Record Dates: March 15 and September 15.




     Additional provisions of this Note are set forth on the other side of this Note and are
incorporated as if set forth on the face hereof.





 




			
	1	 	144A CUSIP: 37250WAA6.

AI CUSIP: 37250WAB4.

Reg S CUSIP: U32343 AAO.
	 
	2	 	144A ISIN: US37250WAA62.

AI ISIN: US37250WAB46.

Reg S ISIN: USU32343AA00.




A-3









 










     IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.



	 	 	 	 	 
	 	GEOEYE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:                        




A-4









 








TRUSTEE’S CERTIFICATE OF AUTHENTICATION




THE BANK OF NEW YORK MELLON,

as Trustee, certifies that this is one of the

Notes referred to in the within-mentioned

Indenture.



	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	Title:  	 	 
	 




A-5









 





[FORM OF REVERSE SIDE OF ORIGINAL NOTE AND ADDITIONAL NOTE]




9.625% Senior Secured Note due 2015




     1. Interest



     GEOEYE, INC., a corporation organized under the laws of the State of Delaware (such
corporation, and its successors and assigns under the Indenture hereinafter referred to, being
herein called the “Issuer”), promises to pay interest on the principal amount of this Note
at a rate per annum, equal to 9.625%. The Issuer shall pay interest semi-annually on April 1 and
October 1 of each year, commencing April 1, 2010.3 Interest on the Notes shall accrue
from the most recent date to which interest has been paid or duly provided for or, if no interest
has been paid or duly provided for, from October 9, 20094 until the principal hereof is
due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The
Issuer shall pay interest on overdue principal at the rate borne by the Notes, and it shall pay
interest on overdue installments of interest at the same rate to the extent lawful.



     Registration Rights Agreement. The Holder of this Note is entitled to the benefits of
a Registration Rights Agreement, dated as of October 9, 2009, among the Issuer, the Subsidiary
Guarantors and the Initial Purchasers named therein.



     2. Method of Payment



     The Issuer shall pay interest on the Notes (except defaulted interest) to the Persons who are
registered Holders at the close of business on the March 15 and September 15 next preceding the
interest payment date even if Notes are canceled after the record date and on or before the
interest payment date (whether or not a Business Day). Holders must surrender Notes to a Paying
Agent to collect principal payments. The Issuer shall pay principal, premium, if any, interest and
Additional Interest, if any, in money of the United States of America that at the time of payment
is legal tender for payment of public and private debts. Payments in respect of the Notes
represented by a Global Note (including principal, premium, if any, and interest) shall be made by
wire transfer of immediately available funds to the accounts specified by The Depository Trust
Company or any successor depositary. The Issuer will make all payments in respect of a
certificated Note (including principal, premium, if any, and interest), at the office of each
Paying Agent, except that, at the option of the Issuer, payment of interest may be made by mailing
a check to the registered address of each Holder thereof; provided, however, that payments on the
Notes may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount
of Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank or
financial institution in the United States if such Holder elects payment by wire transfer by giving
written notice to the Trustee or a Paying Agent to such effect designating





 




			
	3	 	Only with respect to the Notes issued on the Issue Date.
	 
	4	 	Only with respect to the Notes issued on the Issue Date.




A-6









 









such account no later than 15 days immediately preceding the relevant due date for payment (or
such other date as the Trustee may accept in its discretion).




3. Paying Agent and Registrar




     Initially, The Bank of New York Mellon, a New York banking corporation (the
“Trustee”), will act as Paying Agent and Registrar. The Issuer may appoint and change any
Paying Agent or Registrar without notice. The Issuer may act as Paying Agent or Registrar.



4. Indenture; Subsidiary Guarantors




     The Issuer issued the Notes under an Indenture dated as of October 9, 2009 (the
“Indenture”), among the Issuer, the Subsidiary Guarantors and the Trustee. The terms of
the Notes include those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the “Trust
Indenture Act”). Terms used in this Note and not defined herein have the meanings ascribed
thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and
the Holders (as defined in the Indenture) are referred to the Indenture and the Trust Indenture Act
for a statement of such terms and provisions.



     The Notes are senior secured obligations of the Issuer. This Note is one of the [Original]
[Additional] Notes referred to in the Indenture. The Notes include the Original Notes, Additional
Notes and any Exchange Notes issued in exchange for the Original Notes or Additional Notes pursuant
to the Indenture. The Original Notes, Additional Notes and any Exchange Notes are treated as a
single class of securities under the Indenture.



     To guarantee the due and punctual payment of the principal, premium, if any, and interest and
Additional Interest on the Notes and all other amounts payable by the Issuer under the Indenture,
the Notes, the Security Documents when and as the same shall be due and payable, whether at
maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the
Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the
Subsidiary Guarantors, shall unconditionally Guarantee), jointly and severally, such obligations on
a senior secured first-priority basis pursuant to the terms of the Indenture.



5. Security.




     The Notes shall be secured by first-priority Liens and security interests, subject to
Permitted Liens, in the Collateral on the terms and conditions set forth in the Indenture, the
Intercreditor Agreements and the Security Documents. The Collateral Agent holds the Collateral in
trust for the benefit of the Trustee and the Holders, in each case pursuant to the Security
Documents and the Intercreditor Agreements. Each Holder, by accepting this Note, consents and
agrees to the terms of the Security Documents (including the provisions providing for the
foreclosure and release of Collateral) and the Intercreditor Agreements as the same may be in
effect or may be amended from time to time in accordance with their terms and the Indenture and
authorizes and directs the Collateral Agent to enter into the Security Documents and the
Intercreditor Agreements, and to perform its obligations and exercise its rights thereunder in
accordance therewith.



A-7









 





6. Redemption and Repurchase




     The Notes may not be redeemed except as set forth below:



     Optional Redemption upon Equity Offerings. At any time on or prior to October 1, 2012, the
Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the
Notes issued under the Indenture at a redemption price of 109.625% of the principal amount of the
Notes, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, in
each case with the net cash proceeds of one or more Equity Offerings that have not previously been
used or designated for a different purpose under the Indenture; provided that:



     (1) at least 65% of the aggregate principal amount of Notes issued under the Indenture remains
outstanding immediately after the occurrence of such redemption; and



     (2) the redemption occurs within 120 days of the date of the closing of such Equity Offering.



     Redemption at Option of Issuer. At any time on or after October 1, 2013, the Issuer may on one
or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’
notice, at the redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, if
redeemed during the twelve-month period beginning on October 1 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage
	 
	2013
	 	 	104.813	%
	 
	2014 and thereafter
	 	 	100.00	%






     In addition, at any time prior to October 1, 2013, the Issuer may redeem the Notes, at its
option, in whole at any time or in part from time to time, upon not less than 30 nor more than
60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a
redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable
Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the applicable
redemption date.


“Applicable Premium” means with respect to any Note on any applicable redemption date, as
determined by the Issuer, the greater of:





(1) 1.0% of the outstanding principal amount of such Note; and




(2) the excess of (a) the present value at such redemption date of (i) the redemption price
of such Note at October 1, 2013 (such redemption price being set forth in the table
appearing above under “Redemption at Option of Issuer”) plus (ii) all required interest




A-8









 







payments due on such Note through October 1, 2013 (excluding accrued and unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption
date plus 50 basis points, over (b) the then outstanding principal amount of such Note.


“Treasury Rate” means with respect to the Notes, as of the applicable redemption date, the yield to
maturity as of such redemption date of United States Treasury securities with a constant maturity
(as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that
has become publicly available at least two Business Days prior to such redemption date (or, if such
Statistical Release is no longer published, any publicly available source of similar market data))
most nearly equal to the period from such redemption date to October 1, 2013; provided, however,
that if the period from such redemption date to October 1, 2013 is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to a constant maturity
of one year will be used.




7. Mandatory Redemption




     The Issuer shall not be required to make any mandatory redemption or sinking fund payments
with respect to the Notes.



8. Denominations; Transfer; Exchange




     The Notes are in registered form, without coupons, in denominations of $2,000 and whole
multiples of $1,000 in excess thereof. A Holder shall register the transfer of or exchange of
Notes in accordance with the Indenture. Upon any registration of transfer or exchange, the
Registrar and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Notes selected for
redemption (except, in the case of a Note to be redeemed in part, the portion of the Notes not to
be redeemed) or to transfer or exchange any Notes for a period of 15 days prior to a selection of
Notes to be redeemed.



9. Persons Deemed Owners




     The registered Holder of this Note shall be treated as the owner of it for all purposes.



10. Unclaimed Money




     If money for the payment of principal or interest remains unclaimed for two years, the Trustee
and a Paying Agent shall pay the money back to the Issuer at its written request unless an
abandoned property law designates another Person. After any such payment, the Holders entitled to
the money must look to the Issuer for payment as general creditors and the Trustee and a Paying
Agent shall have no further liability with respect to such monies.



11. Discharge and Defeasance




     Subject to certain conditions, the Issuer at any time may terminate some of or all of its
obligations under the Notes and the Indenture if the Issuer deposits with the Trustee money or



A-9









 







Government Securities for the payment of principal of, and interest on the Notes to
redemption, or maturity, as the case may be.



12. Amendment, Waiver




     Subject to certain exceptions set forth in the Indenture, the Indenture, the Guarantees, the
Security Documents, the Intercreditor Agreements and the Notes may be amended, or default may be
waived, with the consent of the Holders of a majority in principal amount of the outstanding Notes.
Without notice to or the consent of any Holder, the Issuer and the Trustee may amend or supplement
the Indenture, the Guarantees, the Security Documents, the Intercreditor Agreements or the Notes
to, among other things, cure any ambiguity, omission, defect or inconsistency.



13. Defaults and Remedies




     If an Event of Default occurs (other than an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization of the Issuer) and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the outstanding Notes, in each case, by written
notice to the Issuer (and to the Trustee if given by Holders), may declare the principal of,
premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. If an
Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the
Issuer occurs, the principal of, premium, if any, and interest on all the Notes shall become
immediately due and payable without any declaration or other act on the part of the Trustee or any
Holders. Under certain circumstances, the Holders of a majority in principal amount of the
outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.



14. Trustee Dealings with the Issuer




     Subject to certain limitations imposed by the Trust Indenture Act, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates and may
otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not
Trustee.



15. No Recourse Against Others




     No director, officer, employee, incorporator or holder of any equity interests in the Issuer
or of any Subsidiary Guarantor or any direct or indirect parent corporation, as such, shall have
any liability for any obligations of the Issuer or the Subsidiary Guarantors under the Notes or
this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such liability.



16. Authentication




     This Note shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the other side of this
Note.



A-10









 





17. Abbreviations




     Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM
(=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of
survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).



18. Governing Law




     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.



19. CUSIP Numbers, ISINs and Common Codes




     The Issuer has caused CUSIP numbers, ISINs and/or Common Codes to be printed on the Notes and
has directed the Trustee to use CUSIP numbers and ISINs and/or Common Codes in notices of
redemption as a convenience to the Holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of redemption and reliance may
be placed only on the other identification numbers placed thereon.



     The Issuer will furnish to any Holder of Notes upon written request and without charge to the
Holder a copy of the Indenture which has in it the text of this Note.




A-11











 





ASSIGNMENT FORM



To assign this Note, fill in the form below:



I or we assign and transfer this Note to:




 




(Print or type assignee’s name, address and zip code)




 




(Insert assignee’s soc. sec. or tax I.D. No.)



and irrevocably appoint            agent to transfer this Note on the books of
the Issuer. The agent may substitute another to act for him.




	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Your Signature:	 	 
	 

	 	 

	 	 
	 	 	 	 
 (Sign
exactly as your name appears on the other side of this Note)






Signature Guarantee:




	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 
 
	Signature must be guaranteed by a participant

in a recognized signature guaranty medallion

program or other signature guarantor program

reasonably acceptable to the Trustee	 	 	 	Signature of Signature Guarantee






A-12









 





CERTIFICATE TO BE DELIVERED UPON TRANSFER, EXCHANGE

OR REGISTRATION OF TRANSFER RESTRICTED NOTES




     This certificate relates to $                     principal amount of Notes held in (check applicable
space)                      book-entry or                      definitive form by the undersigned.



     The undersigned (check one box below):




	 	o	 	has requested the Registrar by written order to deliver in exchange for its
beneficial interest in the Global Note held by the Depository a Note or Notes in
definitive, registered form of authorized denominations and in an aggregate
principal amount equal to its beneficial interest in such Global Note (or the
portion thereof indicated above);
	 
	 	o	 	has requested the Registrar by written order to exchange or register the transfer of
a Note or Notes, including exchanges or transfers between Global Notes.





     In connection with any transfer of any of the Notes evidenced by this certificate occurring
prior to the expiration of the period referred to in Rule 144(d) under the Securities Act, the
undersigned confirms that such Notes are being transferred in accordance with its terms:



     CHECK ONE BOX BELOW




	 	(1) 	o 	to the Issuer; or
	 
	 	(2)	o	to the Registrar for registration in the name of the Holder, without transfer;
or
	 
	 	(3)	o	pursuant to an effective registration statement under the Securities Act of
1933; or
	 
	 	(4)	o	inside the United States to a “qualified institutional buyer” (as defined in
Rule 144A under the Securities Act of 1933) that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given that such
transfer is being made in reliance on Rule 144A, in each case pursuant to and in
compliance with Rule 144A under the Securities Act of 1933; or
	 
	 	(5)	o	outside the United States in an offshore transaction within the meaning of
Regulation S under the Securities Act in compliance with Rule 904 under the Securities
Act of 1933 and such Security shall be held immediately after the transfer through
Euroclear or Clearstream until the expiration of the Restricted Period (as defined in
the Indenture); or
	 
	 	(6)	o	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
(3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed
letter containing certain representations and agreements; or




A-13









 






	 	(7)	o	pursuant to another available exemption from registration provided by Rule 144
under the Securities Act of 1933.





     Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes
evidenced by this certificate in the name of any Person other than the registered Holder thereof;
provided, however, that if box (5), (6) or (7) is checked, the Registrar may require, prior to
registering any such transfer of the Notes, such legal opinions, certifications and other
information as the Issuer has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act of 1933.



	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Your Signature:	 	 
	 

	 	 

	 	 
	 	 	 	 
 






Signature Guarantee:




	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 
 
	Signature must be guaranteed by a participant

in a recognized signature guaranty medallion

program or other signature guarantor program

reasonably acceptable to the Trustee	 	 	 	Signature of Signature Guarantee






A-14









 






TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.




     The undersigned represents and warrants that it is purchasing this Note for its own account or
an account with respect to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Issuer as the undersigned has
requested pursuant to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing representations in order to
claim the exemption from registration provided by Rule 144A.




	 	 	 	 	 
	Date:

	 	 

	 	 

	 

	 	 	 	NOTICE: To be executed by an executive officer






A-15









 






[TO BE ATTACHED TO GLOBAL NOTES]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE




     The initial principal amount of this Global Note is $                    . The following increases or
decreases in this Global Note have been made:



	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Principal amount of	 	 	 
	 	 	Amount of decrease	 	 	Amount of increase	 	 	this Global Note	 	 	Signature of authorized
	Date of	 	in Principal Amount	 	 	in Principal Amount	 	 	following such	 	 	signatory of Trustee or
	Exchange	 	of this Global Note	 	 	of this Global Note	 	 	decrease or increase	 	 	Securities Custodian





 

A-16










 





OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.06 (Asset
Sales and Event of Loss), Section 4.08 (Change of Control) or Sections 4.03(c)(xvii) and 4.17
(each, a Restricted Proceeds Offer) of the Indenture, check the box:



	 	 	 	 	 
	Asset Sales and Event of Loss o
	 	Change of Control o
	 	Restricted Proceeds Offer o






     If you want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 4.06 (Asset Sales and Event of Loss), Section 4.08 (Change of Control) or
Sections 4.03(c)(xvii) and 4.17 (each, a Restricted Proceeds Offer) of the Indenture, state the
amount ($2,000 or an integral multiple of $1,000 in excess thereof):



	 	 	 	 	 	 	 
	$
	 	 	 	 	 	 
	 
	Date:

	 	 	 	Your Signature:	 	 
	 

	 	 

	 	 
	 	 
 
	 

	 	 	 	 	 	(Sign exactly as your
name appears on the other side of this Note)






	 	 	 
	Signature Guarantee:
	 	 
	 

	 	 
 
	 

	 	Signature must be guaranteed by a participant in a
recognized signature guaranty medallion program or
other signature guarantor program reasonably
acceptable to the Trustee






A-17









 





EXHIBIT B




[FORM OF FACE OF EXCHANGE NOTE]




[Global Notes Legend]



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.




[OID Legend]



THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST, THE ISSUER WILL PROMPTLY
MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND
DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO
MATURITY OF THE NOTE. HOLDERS SHOULD CONTACT JEANINE MONTGOMERY AT GEOEYE, INC., 21700 ATLANTIC
BLVD., DULLES, VA 20166.




B-1









 








[FORM OF EXCHANGE NOTE]




No. Principal Amount $                    [, or such

other amount as shall be set forth in the Schedule of

Increases or Decreases in Global Note attached hereto]




9.625% Senior Secured Note due 2015




	 	 	 
	 

	 	CUSIP NO.: 37250WAC2
	 

	 	ISIN: US37250WAC29






     GEOEYE, INC., a corporation organized under the laws of the State of Delaware, promises to pay
to CEDE & CO., or registered assigns, the principal sum of [                                ]
DOLLARS ($[                      ])[, or such other amount as shall be set forth in the Schedule of
Increases or Decreases in Global Note attached hereto,] on October 1, 2015.



Interest Rate: 9.625% per annum




Interest Payment Dates: April 1 and October 1.




Record Dates: March 15 and September 15.




     Additional provisions of this Note are set forth on the other side of this Note and are
incorporated as if set forth on the face hereof.



B-2









 





     IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.



	 	 	 	 	 
	 	GEOEYE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:





B-3









 





	 	 	 	 	 
	 	TRUSTEE’S CERTIFICATE OF AUTHENTICATION



THE BANK OF NEW YORK MELLON,

as Trustee, certifies that this is one of the

Notes referred to in the within-mentioned

Indenture.

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	Title:  	 	 
	 




B-4













 





[FORM OF REVERSE SIDE OF EXCHANGE NOTE]




9.625% Senior Secured Note due 2015




1. Interest




     GEOEYE, INC., a corporation organized under the laws of the State of Delaware (such
corporation, and its successors and assigns under the Indenture hereinafter referred to, being
herein called the “Issuer”), promises to pay interest on the principal amount of this Note
at a rate per annum, equal to 9.625%. The Issuer shall pay interest semi-annually on April 1 and
October 1 of each year, commencing [_]. Interest on the Notes shall accrue from the most recent
date to which interest has been paid or duly provided for or, if no interest has been paid or duly
provided for, from [_] until the principal hereof is due. Interest shall be computed on the basis
of a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal at
the rate borne by the Notes, and it shall pay interest on overdue installments of interest at the
same rate to the extent lawful.



2. Method of Payment




     The Issuer shall pay interest on the Notes (except defaulted interest) to the Persons who are
registered Holders at the close of business on the March 15 and September 15 next preceding the
interest payment date even if Notes are canceled after the record date and on or before the
interest payment date (whether or not a Business Day). Holders must surrender Notes to a Paying
Agent to collect principal payments. The Issuer shall pay principal, premium, if any, and
interest, in money of the United States of America that at the time of payment is legal tender for
payment of public and private debts. Payments in respect of the Notes represented by a Global Note
(including principal, premium, if any, and interest) shall be made by wire transfer of immediately
available funds to the accounts specified by The Depository Trust Company or any successor
depositary. The Issuer will make all payments in respect of a certificated Note (including
principal, premium, if any, and interest), at the office of each Paying Agent, except that, at the
option of the Issuer, payment of interest may be made by mailing a check to the registered address
of each Holder thereof; provided, however, that payments on the Notes may also be made, in the case
of a Holder of at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S.
dollar account maintained by the payee with a bank or financial institution in the United States if
such Holder elects payment by wire transfer by giving written notice to the Trustee or a Paying
Agent to such effect designating such account no later than 15 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept in its discretion).



3. Paying Agent and Registrar




     Initially, The Bank of New York Mellon, a New York banking corporation (the
“Trustee”), will act as Paying Agent and Registrar. The Issuer may appoint and change any
Paying Agent or Registrar without notice. The Issuer may act as Paying Agent or Registrar.



B-5









 





4. Indenture; Subsidiary Guarantors




     The Issuer issued the Notes under an Indenture dated as of October 9, 2009 (the
“Indenture”), among the Issuer, the Subsidiary Guarantors and the Trustee. The terms of
the Notes include those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the “Trust
Indenture Act”). Terms used in this Note and not defined herein have the meanings ascribed
thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and
the Holders (as defined in the Indenture) are referred to the Indenture and the Trust Indenture Act
for a statement of such terms and provisions.



     The Notes are senior secured obligations of the Issuer. This Note is one of the Exchange
Notes referred to in the Indenture. The Notes include the Original Notes, Additional Notes and any
Exchange Notes issued in exchange for the Original Notes or Additional Notes pursuant to the
Indenture. The Original Notes, Additional Notes and any Exchange Notes are treated as a single
class of securities under the Indenture.



     To guarantee the due and punctual payment of the principal, premium, if any, and interest on
the Notes and all other amounts payable by the Issuer under the Indenture, the Notes, the Security
Documents when and as the same shall be due and payable, whether at maturity, by acceleration or
otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have
unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, shall
unconditionally Guarantee), jointly and severally, such obligations on a senior secured first
priority basis pursuant to the terms of the Indenture.



5. Security.




     The Notes shall be secured by first-priority Liens and security interests, subject to
Permitted Liens, in the Collateral on the terms and conditions set forth in the Indenture, the
Intercreditor Agreements and the Security Documents. The Collateral Agent holds the Collateral in
trust for the benefit of the Trustee and the Holders, in each case pursuant to the Security
Documents and the Intercreditor Agreements. Each Holder, by accepting this Note, consents and
agrees to the terms of the Security Documents (including the provisions providing for the
foreclosure and release of Collateral) and the Intercreditor Agreements as the same may be in
effect or may be amended from time to time in accordance with their terms and the Indenture and
authorizes and directs the Collateral Agent to enter into the Security Documents and the
Intercreditor Agreements, and to perform its obligations and exercise its rights thereunder in
accordance therewith.



6. Redemption and Repurchase




     The Notes may not be redeemed except as set forth below:



     Optional Redemption upon Equity Offerings. At any time on or prior to October 1, 2012, the
Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the
Notes issued under the Indenture at a redemption price of 109.625% of the principal amount of the
Notes, plus accrued and unpaid interest, to the redemption date, in each



B-6









 







case with the net cash proceeds of one or more Equity Offerings that have not previously been
used or designated for a different purpose under the Indenture; provided that:



     (1) at least 65% of the aggregate principal amount of Notes issued under the Indenture remains
outstanding immediately after the occurrence of such redemption; and



     (2) the redemption occurs within 120 days of the date of the closing of such Equity Offering.



     Redemption at Option of Issuer. At any time on or after October 1, 2013, the Issuer may on one
or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’
notice, at the redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest to the redemption date, if redeemed during the twelve-month period
beginning on October 1 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage
	 
	2013
	 	 	104.813	%
	 
	2014 and thereafter
	 	 	100.00	%






     In addition, at any time prior to October 1, 2013, the Issuer may redeem the Notes, at its
option, in whole at any time or in part from time to time, upon not less than 30 nor more than
60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a
redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable
Premium as of, and accrued and unpaid interest to the applicable redemption date.


“Applicable Premium” means with respect to any Note on any applicable redemption date, as
determined by the Issuer, the greater of:





(1) 1.0% of the outstanding principal amount of such Note; and




(2) the excess of (a) the present value at such redemption date of (i) the redemption price
of such Note at October 1, 2013 (such redemption price being set forth in the table
appearing above under “Redemption at option of Issuer”) plus (ii) all required interest
payments due on such Note through October 1, 2013 (excluding accrued and unpaid interest),
computed using a discount rate equal to the Treasury Rate as of such redemption date plus
50 basis points, over (b) the then outstanding principal amount of such Note.


“Treasury Rate” means with respect to the Notes, as of the applicable redemption date, the yield to
maturity as of such redemption date of United States Treasury securities with a constant maturity
(as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that
has become publicly available at least two Business Days prior to such redemption


B-7









 






date (or, if such
Statistical Release is no longer published, any publicly available source of similar market data))
most nearly equal to the period from such redemption date to October 1,
2013; provided, however, that if the period from such redemption date to October 1, 2013 is less
than one year, the weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year will be used.




7. Mandatory Redemption 




     The Issuer shall not be required to make any mandatory redemption or sinking fund payments
with respect to the Notes.



8. Denominations; Transfer; Exchange




     The Notes are in registered form, without coupons, in denominations of $2,000 and whole
multiples of $1,000 in excess thereof. A Holder shall register the transfer of or exchange of
Notes in accordance with the Indenture. Upon any registration of transfer or exchange, the
Registrar and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Notes selected for
redemption (except, in the case of a Note to be redeemed in part, the portion of the Notes not to
be redeemed) or to transfer or exchange any Notes for a period of 15 days prior to a selection of
Notes to be redeemed.



9. Persons Deemed Owners




     The registered Holder of this Note shall be treated as the owner of it for all purposes.



10. Unclaimed Money




     If money for the payment of principal or interest remains unclaimed for two years, the Trustee
and a Paying Agent shall pay the money back to the Issuer at its written request unless an
abandoned property law designates another Person. After any such payment, the Holders entitled to
the money must look to the Issuer for payment as general creditors and the Trustee and a Paying
Agent shall have no further liability with respect to such monies.



11. Discharge and Defeasance




     Subject to certain conditions, the Issuer at any time may terminate some of or all of its
obligations under the Notes and the Indenture if the Issuer deposits with the Trustee money or
Government Securities for the payment of principal of, and interest on the Notes to redemption, or
maturity, as the case may be.



12. Amendment, Waiver




     Subject to certain exceptions set forth in the Indenture, the Indenture, the Guarantees, the
Security Documents, the Intercreditor Agreements and the Notes may be amended, or default may be
waived, with the consent of the Holders of a majority in principal amount of the outstanding Notes.
Without notice to or the consent of any Holder, the Issuer and the Trustee



B-8









 







may amend or supplement
the Indenture, the Guarantees, the Security Documents, the
Intercreditor Agreements or the Notes to, among other things, cure any ambiguity, omission,
defect or inconsistency.



13. Defaults and Remedies




     If an Event of Default occurs (other than an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization of the Issuer) and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the outstanding Notes, in each case, by written
notice to the Issuer (and to the Trustee if given by Holders), may declare the principal of,
premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. If an
Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the
Issuer occurs, the principal of, premium, if any, and interest on all the Notes shall become
immediately due and payable without any declaration or other act on the part of the Trustee or any
Holders. Under certain circumstances, the Holders of a majority in principal amount of the
outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.



14. Trustee Dealings with the Issuer




     Subject to certain limitations imposed by the Trust Indenture Act, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates and may
otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not
Trustee.



15. No Recourse Against Others




     No director, officer, employee, incorporator or holder of any equity interests in the Issuer
or of any Subsidiary Guarantor or any direct or indirect parent corporation, as such, shall have
any liability for any obligations of the Issuer or the Subsidiary Guarantors under the Notes or
this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such liability.



16. Authentication




     This Note shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the other side of this
Note.



17. Abbreviations




     Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM
(=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of
survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).



B-9









 





18. Governing Law




     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.



19. CUSIP Numbers, ISINs and Common Codes




     The Issuer has caused CUSIP numbers, ISINs and/or Common Codes to be printed on the Notes and
has directed the Trustee to use CUSIP numbers and ISINs and/or Common Codes in notices of
redemption as a convenience to the Holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of redemption and reliance may
be placed only on the other identification numbers placed thereon.



     The Issuer will furnish to any Holder of Notes upon written request and without charge to the
Holder a copy of the Indenture which has in it the text of this Note.



B-10









 





ASSIGNMENT FORM



To assign this Note, fill in the form below:



I or we assign and transfer this Note to:




 




(Print or type assignee’s name, address and zip code)




 




(Insert assignee’s soc. sec. or tax I.D. No.)



and irrevocably appoint                     agent to transfer this Note on the books of
the Issuer. The agent may substitute another to act for him.




	 	 	 	 	 	 	 
	Date:

	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	(Sign exactly as your name appears on the other side of this Note)






Signature Guarantee:




	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	Signature must be guaranteed by a participant

in a recognized signature guaranty medallion

program or other signature guarantor program

reasonably acceptable to the Trustee	 	 	 	Signature of Signature Guarantee






B-11









 





[TO BE ATTACHED TO GLOBAL NOTES]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE




     The initial principal amount of this Global Note is $                    . The following increases or
decreases in this Global Note have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal amount of	 	 
	 	 	Amount of decrease	 	Amount of increase	 	this Global Note	 	Signature of authorized
	Date of	 	in Principal Amount	 	in Principal Amount	 	following such	 	signatory of Trustee or
	Exchange	 	of this Global Note	 	of this Global Note	 	decrease or increase	 	Securities Custodian
	 	 	 	 	 	 	 	 	 





B-12









 





OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.06 (Asset
Sales and Event of Loss), Section 4.08 (Change of Control) or Sections 4.03(c)(xvii) or 4.17 (each,
a Restricted Proceeds Offer) of the Indenture, check the box:



Asset Sales and Event of Loss o      Change of Control o      Restricted Proceeds Offer o




     If you want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 4.06 (Asset Sales and Event of Loss), Section 4.08 (Change of Control) or
Sections 4.03(c)(xvii) or 4.17 (each, a Restricted Proceeds Offer) of the Indenture, state the
amount ($2,000 or an integral multiple of $1,000 in excess thereof):





	 	 	 	 	 	 	 
	$
	 	 	 	 	 	 
	 
	Date:

	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	(Sign exactly as your
name appears on the other side of this Note)







	 	 	 
	Signature Guarantee:

	 	 
	 

	 	 
	 

	 	Signature must be guaranteed by a participant in a
recognized signature guaranty medallion program or
other signature guarantor program reasonably
acceptable to the Trustee






B-13









 





EXHIBIT C




Form of

Transferee Letter of Representation




GeoEye, Inc., Issuer

c/o The Bank of New York Mellon

101 Barclay Street

New York, New York 10286




Ladies and Gentlemen:




     This certificate is delivered to request a transfer of $[ ] principal amount of the 9.625%
Senior Secured Notes due 2015 (the “Notes”) of GEOEYE, INC. (the “Issuer”).



     Upon transfer, the Notes would be registered in the name of the new beneficial owner as
follows:




				
	Name:	 	
  
	 






				
	Address:	 	
  
	 






				
	Taxpayer ID Number:	 	
  






     The undersigned represents and warrants to you that:



     1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act of 1933, as amended (the “Securities Act)), purchasing for our own
account or for the account of such an institutional “accredited investor” at least $250,000
principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or
sale in connection with, any distribution in violation of the Securities Act or any applicable
security law of any State in the United States or any other applicable jurisdiction, provided that
the disposition of our property and the property of any accounts for which we are acting as
fiduciary will remain at all times within our or their control. We have such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and risks of
our investment in the Notes, and we invest in or purchase securities similar to the Notes in the
normal course of our business. We, and any accounts for which we are acting, are each able to bear
the economic risk of our or its investment.



     2. We understand that the Notes have not been registered under the Securities Act and, unless
so registered, may not be sold except as permitted in the following sentence. We agree on our own
behalf, the Issuer’s behalf and on behalf of any investor account for which we are purchasing Notes
to offer, sell or otherwise transfer such Notes prior to the date that is one year after the later
of the date of original issue and the last date on which the Issuer or any affiliate of the Issuer
was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination
Date”) only (a) to the Issuer, (b) pursuant to a registration statement that has been declared
effective under the Securities Act, (c) in a transaction complying with the requirements of Rule
144A under the Securities Act (“Rule 144A”), to a person we reasonably



C-1









 







believe is a qualified institutional buyer under Rule 144A (a “QIB”) that is purchasing for
its own account or for the account of a QIB and to whom notice is given that the transfer is being
made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United
States within the meaning of Regulation S under the Securities Act, (e) to an institutional
“accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities
Act that is purchasing for its own account or for the account of such an institutional “accredited
investor,” in each case in a minimum principal amount of Notes of $250,000, or (f) pursuant to any
other available exemption from the registration requirements of the Securities Act, subject in each
of the foregoing cases to any requirement of law that the disposition of our property or the
property of such investor account or accounts be at all times within our or their control and in
compliance with any applicable state securities laws. The foregoing restrictions on resale will
not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer
of the Notes is proposed to be made pursuant to clause (c) or (d) above prior to the Resale
Restriction Termination Date, the transferor shall deliver to the Trustee a written certificate in
the form provided in the Note, to the effect that the transfer is being made in accordance with
Regulation S or Rule 144A, as the case may be. If any resale or other transfer of the Notes is
proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date,
the transferor shall deliver a letter from the transferee substantially in the form of this letter
to the Issuer and the Trustee, which shall provide, among other things, that the transferee is an
institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act and that it is acquiring such Notes for investment purposes and not for distribution
in violation of the Securities Act. If any resale or other transfer of the Notes is proposed to be
made pursuant to clause (e) or (f) above prior to the Resale Restriction Termination Date, the
transferor shall deliver to the Trustee certificates Each purchaser acknowledges that the Issuer
and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale
Restriction Termination Date of the Notes pursuant to clause (d), (e) or (f) above to require the
delivery of an opinion of counsel, certifications or other information satisfactory to the Issuer
and the Trustee in order to determine that the proposed transfer is being made in compliance with
the Securities Act and applicable law. No representation is made as to the availability of any
Rule 144A exemption from the registration requirements of the Securities Act.



Dated:        
                   
              





				
	 	TRANSFEREE: 	
  

	 	By: 	
  






C-2









 





EXHIBIT D




FORM OF SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of [ ], among [NEW
SUBSIDIARY GUARANTOR] (the “New Subsidiary Guarantor”), GEOEYE, INC. (or its successor), a
corporation organized under the laws of the State of Delaware (the “Issuer”), and THE BANK OF NEW
YORK MELLON, a New York banking corporation, as trustee under the indenture referred to below (the
“Trustee”).



RECITALS




     WHEREAS the Issuer, the Trustee and the Subsidiary Guarantors party thereto have heretofore
executed an Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of
October 9, 2009, providing for the issuance of the Issuer’s 9.625% Senior Secured Notes due 2015
(the “Notes”), initially in the aggregate principal amount of $400,000,000;



     WHEREAS Sections 4.16 and 11.03 of the Indenture provide that under certain circumstances the
Issuer is required to cause the New Subsidiary Guarantor to execute and deliver to the Trustee a
supplemental indenture pursuant to which the New Subsidiary Guarantor shall unconditionally
guarantee all the Issuer’s obligations under the Notes pursuant to a Guarantee on the terms and
conditions set forth herein; and



     WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Issuer and the existing
Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture;



     NOW THEREFORE, in consideration of the foregoing and mutual covenants herein contained and
intending to be legally bound, the New Subsidiary Guarantor, the Issuer, and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:



     1. Defined Terms. As used in this Supplemental Indenture, terms defined in the
Indenture or in the preamble or recital hereto are used herein as therein defined, except that the
term “Holders” in this Guarantee shall refer to the term “Holders” as defined in the Indenture and
the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof”
and hereby and other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.



     2. Agreement To Guarantee. The New Subsidiary Guarantor hereby agrees, jointly and
severally with all existing Subsidiary Guarantors, to unconditionally guarantee the Issuer’s
obligations under the Notes and the Indenture on the terms and subject to the conditions set forth
in Article 11 of the Indenture and to be bound by all other applicable provisions of the Indenture
and the Notes and to perform all of the obligations and agreements of a Subsidiary Guarantor under
the Indenture.



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     3. Notices. All notices or other communications to the New Subsidiary Guarantor shall
be given as provided in Section 12.02 of the Indenture.



     4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby.



     5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     6. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.



     7. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



     8. Effect of Headings. The Section headings herein are for convenience only and shall
not effect the construction thereof.



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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.



	 	 	 	 	 
	 	[NEW SUBSIDIARY GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GEOEYE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[Existing Subsidiary Guarantors]


THE BANK OF NEW YORK MELLON, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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