exv4w2







Exhibit 4.2




 






DIGITALGLOBE, INC.



as Issuer




the Guarantors party hereto




and




U.S. BANK NATIONAL ASSOCIATION

as Trustee




 






Indenture




Dated as of April 28, 2009




 






10.50% Senior Secured Notes

Due 2014




 
















 








CROSS-REFERENCE TABLE




	 	 	 	 	 
	TIA Sections	 	Indenture Sections	 
	§ 310 (a)
	 	 	7.10	 
	(b)
	 	 	7.08	 
	§ 311
	 	 	7.03	 
	§ 312
	 	 	12.02	 
	§ 313
	 	 	7.05, 7.06	 
	§ 314 (a)
	 	 	4.18	 
	(b)
	 	 	11.06	 
	(c)
	 	 	11.04	 
	(d)
	 	 	11.04, 11.06	 
	§ 315
	 	 	7.02	 
	§ 316 (c)
	 	 	12.02	 





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




2









 








	 	 	 	 	 
	RECITALS
	 	 	 	 
	 
	 	 	 	 
	ARTICLE 1
	 	 	 	 
	Definitions And Incorporation By Reference
	 	 	 	 
	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	2	 
	Section 1.02. Rules of Construction
	 	 	30	 
	Section 1.03. Incorporation by Reference of Trust Indenture Act
	 	 	31	 
	 
	 	 	 	 
	ARTICLE 2
	 	 	 	 
	The Notes
	 	 	 	 
	 
	 	 	 	 
	Section 2.01. Form, Dating and Denominations; Legends
	 	 	31	 
	Section 2.02. Execution and Authentication; Exchange Notes;
Additional Notes
	 	 	33	 
	Section 2.03. Registrar, Paying Agent, Authenticating Agent
and Collateral Agent; Paying Agent to Hold Money in Trust
	 	 	34	 
	Section 2.04. Replacement Notes
	 	 	35	 
	Section 2.05. Outstanding Notes
	 	 	35	 
	Section 2.06. Temporary Notes
	 	 	36	 
	Section 2.07. Cancellation
	 	 	36	 
	Section 2.08. CUSIP
	 	 	36	 
	Section 2.09. Registration, Transfer and Exchange
	 	 	37	 
	Section 2.10. Restrictions on Transfer and Exchange
	 	 	40	 
	Section 2.11. Temporary Offshore Global Notes
	 	 	42	 
	 
	 	 	 	 
	ARTICLE 3
	 	 	 	 
	Redemption; Offer to Purchase
	 	 	 	 
	 
	 	 	 	 
	Section 3.01. Optional Redemption
	 	 	42	 
	Section 3.02. Redemption with Proceeds of Equity Offering
	 	 	43	 
	Section 3.03. Method and Effect of Redemption
	 	 	43	 
	Section 3.04. Offer to Purchase
	 	 	44	 
	 
	 	 	 	 
	ARTICLE 4
	 	 	 	 
	Covenants
	 	 	 	 
	 
	 	 	 	 
	Section 4.01. Payment of Notes
	 	 	46	 
	Section 4.02. Maintenance of Office or Agency
	 	 	47	 
	Section 4.03. Existence
	 	 	48	 
	Section 4.04. Payment of Taxes and other Claims
	 	 	48	 
	Section 4.05. Maintenance of Properties and Insurance
	 	 	48	 
	Section 4.06. Limitation on Debt and Disqualified or Preferred Stock
	 	 	49	 
	Section 4.07. Limitation on Restricted Payments
	 	 	52	 
	Section 4.08. Limitation on Liens
	 	 	55	 
	Section 4.09. Limitation on Sale and Leaseback Transactions
	 	 	55	 






i









 






	 	 	 	 	 
	Section 4.10. Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	 	 	56	 
	Section 4.11. Guarantees by Restricted Subsidiaries
	 	 	57	 
	Section 4.12. Repurchase of Notes Upon a Change of Control
	 	 	58	 
	Section 4.13. Limitation on Asset Sales
	 	 	58	 
	Section 4.14. Limitation on Transactions with Affiliates
	 	 	62	 
	Section 4.15. Line of Business
	 	 	63	 
	Section 4.16. Maintenance of Satellite Insurance; Events of Loss
	 	 	63	 
	Section 4.17. Designation Of Restricted And Unrestricted Subsidiaries
	 	 	68	 
	Section 4.18. Financial Reports
	 	 	69	 
	Section 4.19. Further Assurances; Collateral Inspections and Reports; Costs
and Indemnification
	 	 	71	 
	Section 4.20. Reports to Trustee
	 	 	72	 
	Section 4.21. Covenant Suspension
	 	 	72	 
	 
	 	 	 	 
	ARTICLE 5
	 	 	 	 
	Consolidation, Merger or Sale of Assets
	 	 	 	 
	 
	 	 	 	 
	Section 5.01. Consolidation, Merger or Sale of Assets by the Company; No
Lease of All or Substantially All Assets
	 	 	74	 
	Section 5.02. Consolidation, Merger or Sale of Assets by a Guarantor
	 	 	75	 
	 
	 	 	 	 
	ARTICLE 6
	 	 	 	 
	Default and Remedies
	 	 	 	 
	 
	 	 	 	 
	Section 6.01. Events of Default
	 	 	76	 
	Section 6.02. Acceleration
	 	 	77	 
	Section 6.03. Other Remedies
	 	 	78	 
	Section 6.04. Waiver of Past Defaults
	 	 	78	 
	Section 6.05. Control by Majority
	 	 	78	 
	Section 6.06. Limitation on Suits
	 	 	79	 
	Section 6.07. Rights of Holders to Receive Payment
	 	 	79	 
	Section 6.08. Collection Suit by Trustee
	 	 	79	 
	Section 6.09. Trustee May File Proofs of Claim
	 	 	80	 
	Section 6.10. Priorities
	 	 	80	 
	Section 6.11. Restoration of Rights and Remedies
	 	 	80	 
	Section 6.12. Undertaking for Costs
	 	 	81	 
	Section 6.13. Rights and Remedies Cumulative
	 	 	81	 
	Section 6.14. Delay or Omission Not Waiver
	 	 	81	 
	Section 6.15. Waiver of Stay, Extension or Usury Laws
	 	 	81	 
	 
	 	 	 	 
	ARTICLE 7
	 	 	 	 
	The Trustee
	 	 	 	 
	 
	 	 	 	 
	Section 7.01. General
	 	 	82	 
	Section 7.02. Certain Rights of Trustee
	 	 	82	 






ii









 






	 	 	 	 	 
	Section 7.03. Individual Rights of Trustee
	 	 	83	 
	Section 7.04. Trustee’s Disclaimer
	 	 	84	 
	Section 7.05. Notice of Default
	 	 	84	 
	Section 7.06. Reports by Trustee to Holders
	 	 	84	 
	Section 7.07. Compensation And Indemnity
	 	 	84	 
	Section 7.08. Replacement of Trustee
	 	 	85	 
	Section 7.09. Successor Trustee by Merger
	 	 	86	 
	Section 7.10. Eligibility
	 	 	86	 
	Section 7.11. Money Held in Trust
	 	 	86	 
	 
	 	 	 	 
	ARTICLE 8
	 	 	 	 
	Defeasance and Discharge
	 	 	 	 
	 
	 	 	 	 
	Section 8.01. Discharge of Company’s Obligations
	 	 	86	 
	Section 8.02. Legal Defeasance
	 	 	88	 
	Section 8.03. Covenant Defeasance
	 	 	89	 
	Section 8.04. Application of Trust Money
	 	 	89	 
	Section 8.05. Repayment to Company
	 	 	90	 
	Section 8.06. Reinstatement
	 	 	90	 
	 
	 	 	 	 
	ARTICLE 9
	 	 	 	 
	Amendments, Supplements and Waivers
	 	 	 	 
	 
	 	 	 	 
	Section 9.01. Amendments Without Consent of Holders
	 	 	90	 
	Section 9.02. Amendments With Consent of Holders
	 	 	91	 
	Section 9.03. Effect of Consent
	 	 	93	 
	Section 9.04. Trustee’s Rights and Obligations
	 	 	93	 
	Section 9.05. Conformity With Trust Indenture Act
	 	 	93	 
	Section 9.06. Payments for Consents
	 	 	93	 
	 
	 	 	 	 
	ARTICLE 10
	 	 	 	 
	Guarantees
	 	 	 	 
	 
	 	 	 	 
	Section 10.01. The Guarantees
	 	 	94	 
	Section 10.02. Guarantee Unconditional
	 	 	94	 
	Section 10.03. Discharge; Reinstatement
	 	 	95	 
	Section 10.04. Waiver by the Guarantors
	 	 	95	 
	Section 10.05. Subrogation and Contribution
	 	 	95	 
	Section 10.06. Stay of Acceleration
	 	 	95	 
	Section 10.07. Limitation on Amount of Guarantee
	 	 	95	 
	Section 10.08. Execution and Delivery of Guarantee
	 	 	96	 
	Section 10.09. Release of Guarantee
	 	 	96	 
	Section 10.10. Contribution
	 	 	96	 






iii









 






	 	 	 	 	 
	ARTICLE 11
	 	 	 	 
	Collateral And Security
	 	 	 	 
	 
	 	 	 	 
	Section 11.01. Security Documents
	 	 	96	 
	Section 11.02. Collateral Agent
	 	 	98	 
	Section 11.03. Authorization of Actions to be Taken
	 	 	99	 
	Section 11.04. Release of First-Priority Liens on the Collateral
	 	 	100	 
	Section 11.05. Possession and Use of Collateral
	 	 	101	 
	Section 11.06. Filing, Recording and Opinions
	 	 	101	 
	 
	 	 	 	 
	ARTICLE 12
	 	 	 	 
	Miscellaneous
	 	 	 	 
	 
	 	 	 	 
	Section 12.01. Trust Indenture Act of 1939
	 	 	102	 
	Section 12.02. Noteholder Communications; Noteholder Actions
	 	 	102	 
	Section 12.03. Notices
	 	 	103	 
	Section 12.04. Certificate and Opinion as to Conditions Precedent
	 	 	104	 
	Section 12.05. Statements Required in Certificate or Opinion

	 	 	104	 
	
Section 12.06. Payment Date Other Than a Business Day
	 	 	105	 
	Section 12.07. Governing Law
	 	 	105	 
	Section 12.08. No Adverse Interpretation of Other Agreements
	 	 	105	 
	Section 12.09. Successors
	 	 	105	 
	Section 12.10. Duplicate Originals
	 	 	105	 
	Section 12.11. Separability
	 	 	105	 
	Section 12.12. Table of Contents and Headings
	 	 	105	 
	Section 12.13. No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders
	 	 	105	 






iv









 






	 	 	 
	EXHIBITS
	 	 
	EXHIBIT A
	 	Form of Note
	EXHIBIT B
	 	Form of Supplemental Indenture
	EXHIBIT C
	 	Restricted Legend
	EXHIBIT D
	 	DTC Legend
	EXHIBIT E
	 	Regulation S Certificate
	EXHIBIT F
	 	Rule 144A Certificate
	EXHIBIT G
	 	Certificate of Beneficial Ownership
	EXHIBIT H
	 	Temporary Offshore Global Note Legend
	EXHIBIT I
	 	OID Legend






v









 





     INDENTURE, dated as of April 28, 2009 among DIGITALGLOBE, INC., a Delaware corporation, as the
Company, the Guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee.



RECITALS




     The Company has duly authorized the execution and delivery of the Indenture to provide for the
issuance of up to $355,000,000 aggregate principal amount of the Company’s 10.50% Senior Secured
Notes Due 2014, and, if and when issued, any Additional Notes, together with any Exchange Notes
issued therefor as provided herein (the “Notes”). All things necessary to make the Indenture a
valid agreement of the Company, in accordance with its terms, have been done, and the Company has
done all things necessary to make the Notes (in the case of the Additional Notes, when duly
authorized), when executed by the Company and authenticated and delivered by the Trustee and duly
issued by the Company, the valid obligations of the Company as hereinafter provided.



     In addition, the Guarantors party hereto have duly authorized the execution and delivery of
the Indenture as guarantors of the Notes. All things necessary to make the Indenture a valid
agreement of each Guarantor, in accordance with its terms, have been done, and each Guarantor has
done all things necessary to make the Note Guarantees, when the Notes are executed by the Company
and authenticated and delivered by the Trustee and duly issued by the Company, the valid
obligations of such Guarantor as hereinafter provided.



     This Indenture is subject to, and will be governed by, the provisions of the Trust Indenture
Act that are required to be a part of and govern indentures qualified under the Trust Indenture
Act, except as expressly set forth herein.



THIS INDENTURE WITNESSETH




     For and in consideration of the premises and the purchase of the Notes by the Holders thereof,
the parties hereto covenant and agree, for the equal and proportionate benefit of all Holders, as
follows:













 





ARTICLE 1



Definitions And Incorporation By Reference




     Section 1.01. Definitions.



     “Accreted Value” means as of any date (the “Specified Date”), with respect to each $1,000
principal amount at maturity of the Notes:




     (1) if the Specified Date is one of the following dates (each, a “Semi-Annual Accrual Date”),
the amount set forth opposite such date below:



	 	 	 	 	 
	Semi-Annual Accrual Date	 	Accreted Value
	Issue Date 
	 	$	962.69	 
	May 1, 2009
	 	$	962.71	 
	November 1, 2009 
	 	$	965.62	 
	May 1, 2010 
	 	$	968.64	 
	November 1, 2010 
	 	$	971.84	 
	May 1, 2011 
	 	$	975.22	 
	November 1, 2011 
	 	$	978.79	 
	May 1, 2012 
	 	$	982.57	 
	November 1, 2012 
	 	$	986.57	 
	May 1, 2013 
	 	$	990.80	 
	November 1, 2013 
	 	$	995.27	 
	May 1, 2014 
	 	$	1,000.00	 






     (2) if the Specified Date occurs between two Semi-Annual Accrual Dates, the sum of:




     (A) the Accreted Value for the Semi-Annual Accrual Date immediately preceding the
Specified Date and




     (B) an amount equal to the product of (a) the difference of (x) the Accreted Value
for the immediately following Semi-Annual Accrual Date and (y) the Accreted Value for the
immediately preceding Semi-Annual Accrual Date and (b) a fraction, the numerator of which
is the number of days elapsed from, but not including, the immediately preceding
Semi-Annual Accrual Date to the Specified Date, calculated on a basis of a 360 day year
comprised of twelve 30 day months, and the denominator of which is 180 days, except for
the period from the Issue Date to the first Semi-Annual Accrual Date immediately
succeeding the Issue Date, which is 3 days.



     “Acquired Debt” means Debt of a Person existing at the time the Person merges with or into or
becomes a Restricted Subsidiary and not Incurred in



2









 







connection with, or in contemplation of, the Person merging with or into or becoming a
Restricted Subsidiary.



     “Additional Debt Holder” means any holder of Debt that is secured by the Security Documents,
excluding the Indenture and the Notes.



     “Additional Interest” means additional interest owed to the Holders pursuant to a Registration
Rights Agreement.



     “Additional Notes” means any notes issued under the Indenture in addition to the Original
Notes, including any Exchange Notes issued in exchange for such Additional Notes, having the same
terms in all respects as the Original Notes other than with respect to the date of issuance and
issue price, first payment of interest and rights under the Registration Rights Agreement dated on
or about the Issue Date.



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



     “Agent” means any Registrar, Paying Agent or Authenticating Agent.



     “Agent Member” means a member of, or a participant in, the Depositary.



     “Asset Sale” means any sale, lease, transfer or other disposition of any assets by the Company
or any Restricted Subsidiary, including by means of a merger, consolidation or similar transaction
and including any sale or issuance of the Equity Interests of any Restricted Subsidiary (each of
the above referred to as a “disposition”), provided that the following are not included in the
definition of “Asset Sale”:




     (1) a disposition to the Company or a Restricted Subsidiary, including the sale or
issuance by the Company or any Restricted Subsidiary of any Equity Interests of any
Restricted Subsidiary to the Company or any Restricted Subsidiary;




     (2) the disposition by the Company or any Restricted Subsidiary of (i) cash and cash
management investments (including Cash Equivalents), (ii) inventory and other assets
acquired and held for resale in the ordinary course of business, (iii) damaged, worn out
or obsolete assets, or (iv) rights granted to others pursuant to leases or licenses;



3









 






     (3) the sale or discount of accounts receivable arising in the ordinary course of
business in connection with the compromise or collection thereof or in bankruptcy or
similar proceedings;




     (4) a transaction covered by  Article 5;




     (5) a Restricted Payment permitted under  Section 4.07 or a Permitted Investment;




     (6) a Sale and Leaseback Transaction;




     (7) the issuance of Disqualified or Preferred Stock pursuant to  Section 4.06;




     (8) an Event of Loss;




     (9) the licensing or sublicensing of intellectual property or other general
intangibles and licenses, leases or subleases of other property in the ordinary course of
business which do not materially interfere with the business of the Company and its
Restricted Subsidiaries; and




     (10) any disposition in a transaction or series of related transactions of assets
with a fair market value of less than $2,500,000.



     “Attributable Debt” means, in respect of a Sale and Leaseback Transaction the present value,
discounted at the interest rate implicit in the Sale and Leaseback Transaction, of the total
obligations of the lessee for net rental payments during the remaining term of the lease in the
Sale and Leaseback Transaction.



     “Authenticating Agent” refers to a Person engaged to authenticate the Notes in the stead of
the Trustee.



     “Average Life” means, with respect to any Debt, the quotient obtained by dividing (i) the sum
of the products of (x) the number of years from the date of determination to the dates of each
successive scheduled principal payment of such Debt and (y) the amount of such principal payment by
(ii) the sum of all such principal payments.



     “bankruptcy default” has the meaning assigned to such term in  Section 6.01.



     “Board of Directors” means the board of directors or comparable governing body of the Company,
or any committee thereof duly authorized to act on its behalf.



4









 





     “Board Resolution” means a resolution duly adopted by the Board of Directors which is
certified by the Secretary or an Assistant Secretary of the Company and remains in full force and
effect as of the date of its certification.



     “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks
in New York City or in the city where the Corporate Trust Office of the Trustee is located are
authorized or required by law to close.



     “Capital Lease” means, with respect to any Person, any lease of any property which, in
conformity with GAAP, is required to be capitalized on the balance sheet of such Person.



     “Capital Stock” means, with respect to any Person, any and all shares of stock of a
corporation, partnership interests or other equivalent interests (however designated, whether
voting or non-voting) in such Person’s equity, entitling the holder to receive a share of the
profits and losses, and a distribution of assets, after liabilities, of such Person.



     “Cash Equivalents” means




     (1) United States dollars, or money in other currencies received in the ordinary
course of business,




     (2) U.S. Government Obligations or certificates representing an ownership interest in
U.S. Government Obligations with maturities not exceeding one year from the date of
acquisition,




     (3) (i) demand deposits, (ii) time deposits and certificates of deposit with
maturities of one year or less from the date of acquisition, (iii) bankers’ acceptances
with maturities not exceeding one year from the date of acquisition, and (iv) overnight
bank deposits, in each case with any bank or trust company organized or licensed under the
laws of the United States or any State thereof having capital, surplus and undivided
profits in excess of $500 million whose short-term debt is rated “A-2” or higher by S&P or
“P-2” or higher by Moody’s,




     (4) repurchase obligations with a term of not more than seven days for underlying
securities of the type described in clauses (2) and (3) above entered into with any
financial institution meeting the qualifications specified in clause (3) above,




     (5) commercial paper rated at least P-1 by Moody’s or A-1 by S&P and maturing within
six months after the date of acquisition,




     (6) securities with maturities of one year or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United States,
by any political subdivision or taxing



5









 







authority of any such state, commonwealth or territory or by any foreign government,
the securities of which state, commonwealth, territory, political subdivision, taxing
authority or foreign government (as the case may be) are rated at least A by S&P or A by
Moody’s, and




     (7) money market funds at least 95% of the assets of which consist of investments of
the type described in clauses (1) through (6) above.



     “Certificate of Beneficial Ownership” means a certificate substantially in the form of Exhibit
G.



     “Certificated Note” means a Note in registered individual form without interest coupons.



     “Change of Control” means:




     (1) the merger or consolidation of the Company with or into another Person or the
merger of another Person with or into the Company or the merger of any Person with or into
a Subsidiary of the Company if Capital Stock of the Company is issued in connection
therewith, or the sale of all or substantially all the assets of the Company to another
Person, (in each case, unless such other Person is a Permitted Holder) unless holders of a
majority of the aggregate voting power of the Voting Stock of the Company, immediately
prior to such transaction, hold securities of the surviving or transferee Person that
represent, immediately after such transaction, at least a majority of the aggregate voting
power of the Voting Stock of the surviving Person;




     (2) any “person” or “group” (as such terms are used for purposes of Sections 13(d)
and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the
“beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly
or indirectly, of more than 35% of the total voting power of the Voting Stock of the
Company, unless the Permitted Holders are the beneficial owners of more than 50% of the
total voting power of the Voting Stock of the Company; or




     (3) individuals who on the Issue Date constituted the board of directors of the
Company, together with any new directors whose election by the board of directors or whose
nomination for election by the stockholders of the Company was approved by a majority of
the directors then still in office who were either directors 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 Company then in office.



6









 





     “Code” means the Internal Revenue Code of 1986.



     “Collateral” means all property or assets of the Company and the Guarantors (whether now owned
or hereafter arising or acquired) that secures First-Priority Lien Obligations under the Security
Documents.



     “Collateral Agency Agreement” means the Collateral Agency Agreement among the Company, the
other Grantors party thereto, U.S. Bank National Association, as Collateral Agent, U.S. Bank
National Association, as Secured Obligations Representative, the Hedge Counterparty Lienholders
party thereto, and the other Secured Obligations Representatives party thereto



     “Collateral Agent” means U.S. Bank National Association and any successor acting in such
capacity.



     “Collateral Requirement” means the requirement that:




     (1) all documents and instruments, including Uniform Commercial Code financing
statements and mortgages, required by law to be filed, registered or recorded to create
the Liens intended to be created by the Security Documents and perfect or record such
Liens as valid Liens with priority set forth in the Security Documents free of any other
Liens except for Permitted Liens, shall have been filed, registered or recorded; and




     (2) the Collateral Agent shall have received, with respect to each property subject
to a mortgage, counterparts of a mortgage duly executed and delivered by the record owner
of such mortgaged property, a lender’s title insurance policy insuring the lien of each
mortgage, and existing survey of the mortgaged property.



     “Commission” means the Securities and Exchange Commission.



     “Common Stock” means Capital Stock not entitled to any preference on dividends or
distributions, upon liquidation or otherwise.



     “Company” means the party named as such in the first paragraph of the Indenture or any
successor obligor under the Indenture and the Notes pursuant to  Article 5.



     “Consolidated Net Income” means, for any period, the aggregate net income (or loss) of the
Company 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:



7









 






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




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




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




     (2) any net income (or loss) of any 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 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); and




     (6) the cumulative effect of a change in accounting principles.



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



     “Corporate Trust Office” means the office of the Trustee at which the corporate trust business
of the Trustee is principally administered, which at the date of the Indenture is located at U.S.
Bank National Association, Corporate Trust Services, 950 17th Street, Denver, CO 80202.



     “DAP Debt” means all obligations of the Company 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 the Direct Access Program 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 (i) 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



8









 







contracts minus (ii) the amount of such cash proceeds theretofore released in payment of the
Company or any of its Subsidiaries under such contracts.



     “Debt” means, with respect to any Person, without duplication,




     (1) all indebtedness of such Person for borrowed money;




     (2) all obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments;




     (3) all obligations of such Person in respect of letters of credit, performance
bonds, bankers’ acceptances or other similar instruments (other than obligations with
respect to such instruments securing obligations (other than obligations described in (1)
and (2) above or (5) below) entered into in the ordinary course of business of such
Person);




     (4) all obligations of such Person to pay the deferred and unpaid purchase price of
property or services which are recorded as liabilities under GAAP, excluding trade
payables arising in the ordinary course of business;




     (5) all obligations of such Person as lessee under Capital Leases;




     (6) all Debt of other Persons Guaranteed by such Person to the extent so Guaranteed;




     (7) all Debt of other Persons secured by a Lien on any asset of such Person, whether
or not such Debt is assumed by such Person;




     (8) all obligations of such Person under Hedging Agreements;




     (9) all Attributable Debt of such Person;




     (10) all Disqualified Stock of such Person and all Preferred Stock of its Restricted
Subsidiaries; and




     (11) DAP Debt.


The amount of Debt of any Person will be deemed to be:





     (A) with respect to contingent obligations, the maximum liability upon the occurrence
of the contingency giving rise to the obligation;




     (B) with respect to Debt secured by a Lien on an asset of such Person but not
otherwise the obligation, contingent or otherwise, of such Person, the lesser of (x) the
Fair Market Value of such asset on the date the Lien attached and (y) the amount of such
Debt;



9









 






     (C) with respect to any Debt issued with original issue discount, the principal
amount of such Debt less the remaining unamortized portion of the original issue discount
of such Debt;




     (D) with respect to any Hedging Agreement, the net amount payable if such Hedging
Agreement terminated at that time due to default by such Person;




     (E) with respect to Disqualified Stock and Preferred Stock, the amount 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; and




     (F) otherwise, the outstanding principal amount thereof.



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



     “Depositary” means the depositary of each Global Note, which will initially be DTC.



     “Direct Access Program” means the Company’s program whereby customers, with approval from the
U.S. government, purchase equipment and software necessary to allow access to the Company’s
Satellites and purchase access time on such Satellites.



     “Disqualified Equity Interests” means Equity Interests that by their terms or upon the
happening of any event are




     (1) required to be redeemed or redeemable at the option of the holder prior to the
Stated Maturity of the Notes for consideration other than Qualified Equity Interests, or




     (2) convertible at the option of the holder into Disqualified Equity Interests or
exchangeable for Debt;


provided that Equity Interests will not constitute Disqualified Equity Interests solely because of
provisions giving holders thereof the right to require repurchase or redemption upon an “asset
sale” or “change of control” occurring prior to the Stated Maturity of the Notes if those
provisions are no more favorable to the holders than Section  4.12 and Section  4.13.




     “Disqualified Stock” means Capital Stock constituting Disqualified Equity Interests.



10









 





     “Domestic Restricted Subsidiary” means any Restricted Subsidiary formed under the laws of the
United States of America or any state thereof or the District of Columbia.



     “DTC” means The Depository Trust Company, a New York corporation, and its successors.



     “DTC Legend” means the legend set forth in Exhibit D.



     “EBITDA” means, 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 the Company and its Restricted Subsidiaries in conformity with
GAAP:




     (A) income taxes, 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) depreciation, amortization and all other non-cash items reducing
Consolidated Net Income, less all non-cash items 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 Geo-spatial-Intelligence Agency; plus




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




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




     (7) any restructuring charges;


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.




11









 








     “Equity Interests” means all Capital Stock and all warrants or options with respect to, or
other rights to purchase, Capital Stock, but excluding Debt convertible into equity.



     “Equity Offering” means a primary public offering or private placement, after the Issue Date,
of Qualified Stock of the Company, provided that, except in the case of a registered public
offering, the aggregate proceeds received by the Company exceed $50,000,000.



     “Event of Default” has the meaning assigned to such term in  Section 6.01.



     “Event of Loss” means, with respect to any Satellite, 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 or (3) settlement in lieu of clause (2) above.



     “Event of Loss Proceeds” means, with respect to any Event of Loss, all insurance proceeds
received by the Company or any of its 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, and (2) payment of all reasonable legal, accounting and other fees and expenses related to
such Event of Loss.



     “Excess Proceeds” has the meaning assigned to such term in  Section 4.13.



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



     “Exchange Notes” means the Notes of the Company issued pursuant to the Indenture in exchange
for, and in an aggregate principal amount equal to, the Initial Notes or any Initial Additional
Notes in compliance with the terms of a Registration Rights Agreement and containing terms
substantially identical to the Initial Notes or any Initial Additional Notes (except that (i) such
Exchange Notes will be registered under the Securities Act and will not be subject to transfer
restrictions or bear the Restricted Legend, and (ii) the provisions relating to Additional Interest
will be eliminated).



     “Exchange Offer” means an offer by the Company to the Holders of the Initial Notes or any
Initial Additional Notes to exchange outstanding Notes for Exchange Notes, as provided for in a
Registration Rights Agreement.



     “Exchange Offer Registration Statement” means the Exchange Offer Registration Statement as
defined in a Registration Rights Agreement.



12









 





     “Excluded Property” means certain items of property as to which a security interest cannot be
granted without violating contract rights or applicable law, cash, cash equivalents and related
deposits or other accounts pledged to secure DAP debt or other Permitted Liens described in clauses
(4), (13), (14), (21), (22), (26) and (31) of Permitted Liens, leasehold interests in real
property, any fee interest in any acquired real property having a value of less than $2,500,000,
vehicles and other assets subject to certificates of title (but not including proprietary
technology or satellite assets), certain licenses in which a security cannot be created without
breach of such license or applicable law, and certain other items agreed by the parties and as more
fully set forth in the Security Documents.



     “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 Company
or the Restricted Subsidiary with respect to valuations not in excess of $10,000,000 or determined
in good faith by the Board of Directors of the Company or the Restricted Subsidiary with respect to
valuations equal to or in excess of $10,000,000, as applicable, which determination will be
conclusive (unless otherwise provided in the Indenture).



     “First-Priority Liens” means all Liens that secure the First-Priority Lien Obligations.



     “First-Priority Lien Obligations” means all Debt and other obligations under the Indenture,
the Notes, the Note Guarantees and the other Shared Collateral Debt to the extent secured under the
Security Documents.



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



     “Fixed Charges” means, for any period, the sum of




     (1) 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 the Company or a Restricted Subsidiary,
except for dividends payable in the Company’s Qualified Stock or paid to the
Company 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



13









 







effective combined Federal, state, local and foreign tax rate applicable to
the Company and its Restricted Subsidiaries



     “GAAP” means generally accepted accounting principles in the United States of America as in
effect from time to time provided, however, that if the Company is required by the Commission to
adopt (or is permitted to adopt and so adopts) a different accounting framework, including, but not
limited to, the International Financial Reporting Standards, “GAAP” shall mean such new accounting
framework as in effect from time to time, including, without limitation, in each case, those
accounting principles set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements and pronouncements
of the Financial Accounting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession.



     “Global Note” means a Note in registered global form without interest coupons.



     “Guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the
generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt
or other obligation of such other Person (whether arising by virtue of partnership arrangements, or
by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to
maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such Debt or other obligation of the payment thereof or to
protect such obligee against loss in respect thereof, in whole or in part; provided that the term
“Guarantee” does not include endorsements for collection or deposit in the ordinary course of
business. The term “Guarantee” used as a verb has a corresponding meaning.



     “Guarantor” means (i) each Domestic Restricted Subsidiary of the Company in existence on the
Issue Date and (ii) each Domestic Restricted Subsidiary that executes a supplemental indenture in
the form of Exhibit B to the Indenture providing for the guarantee of the payment of the Notes, or
any successor obligor under its Note Guarantee pursuant to  Article 5, in each case unless and
until such Guarantor is released from its Note Guarantee pursuant to the Indenture.



     “Hedging Agreement” means (i) any interest rate swap agreement, interest rate cap agreement or
other agreement designed to protect against fluctuations in interest rates or (ii) any foreign
exchange forward contract, currency swap agreement or other agreement designed to protect against
fluctuations in foreign exchange rates or (iii) any commodity or raw material



14









 







futures contract or any other agreement designed to protect against fluctuations in raw
material prices.



     “Holder” or “Noteholder” means the registered holder of any Note.



     “Incur” means, with respect to any Debt or Capital Stock, to incur, create, issue, assume or
Guarantee such Debt or Capital Stock. If any Person becomes a Restricted Subsidiary on any date
after the date of the Indenture (including by redesignation of an Unrestricted Subsidiary or
failure of an Unrestricted Subsidiary to meet the qualifications necessary to remain an
Unrestricted Subsidiary), the Debt and Capital Stock of such Person outstanding on such date will
be deemed to have been Incurred by such Person on such date for purposes of  Section 4.06, but will
not be considered the sale or issuance of Equity Interests for purposes of  Section 4.13. The
accretion of original issue discount or payment of interest or dividends in kind and the obligation
to pay a premium in respect of Debt arising in connection with the issuance of a notice of
redemption or making of a mandatory Offer to Purchase such Debt will not be considered an
Incurrence of Debt.



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



     “Initial Additional Notes” means Additional Notes issued in an offering not registered under
the Securities Act and any Notes issued in replacement thereof, but not including any Exchange
Notes issued in exchange therefor.



     “Initial Notes” means the Notes issued on the Issue Date and any Notes issued in replacement
thereof, but not including any Exchange Notes issued in exchange therefor.



     “Initial Purchasers” means the initial purchasers party to a purchase agreement with the
Company relating to the sale of the Initial Notes or Initial Additional Notes by the Company.



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



     “Insurance Test Net Debt” means, as at any date of determination, an amount equal to (i) Total
Debt at such date, minus (ii) the amount of Unencumbered Cash and Cash Equivalents at such date.



15









 





     “interest”, in respect of the Notes, unless the context otherwise requires, refers to interest
and Additional Interest, if any.



     “Interest Expense” means, for any period, the consolidated interest expense of the Company and
its Restricted Subsidiaries, plus, to the extent not included in such consolidated interest
expense, and to the extent incurred, accrued or payable by the Company or its Restricted
Subsidiaries, without duplication, (i) interest expense attributable to Sale and Leaseback
Transactions, (ii) amortization of debt discount and debt issuance costs, (iii) capitalized
interest, (iv) non-cash interest expense, (v) commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers’ acceptance financing, (vi) net costs associated
with Hedging Agreements (including the amortization of fees), (vii) any of the above expenses with
respect to Debt of another Person Guaranteed by the Company or any of its Restricted Subsidiaries
and (viii) any premiums, fees, discounts, expenses and losses on the sale of accounts receivable
(and any amortization thereof) payable under any accounts receivable, inventory or similar
securitization, as determined on a consolidated basis and in accordance with GAAP.



     “Interest Payment Date” means each May 1 and November 1 of each year, commencing November 1,
2009.



     “Investment” means




     (1) any direct or indirect advance, loan or other extension of credit to another
Person,




     (2) any capital contribution to another Person, by means of any transfer of cash or
other property or in any other form (excluding accounts receivable, trade credit and
advances, in each case in the ordinary course of business),




     (3) any purchase or acquisition of Equity Interests, bonds, notes or other Debt, or
other instruments or securities issued by another Person, including the receipt of any of
the above as consideration for the disposition of assets or rendering of services, or




     (4) any Guarantee of any obligation of another Person.



     If the Company or any Restricted Subsidiary (x) sells or otherwise disposes of any Equity
Interests of any direct or indirect Restricted Subsidiary so that, after giving effect to that sale
or disposition, such Person is no longer a Subsidiary of the Company, or (y) designates any
Restricted Subsidiary as an Unrestricted Subsidiary in accordance with  Section 4.17, all remaining
Investments of the Company and the Restricted Subsidiaries in such Person shall be deemed to have
been made at such time.



16









 





     “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 the date on which the Original Notes are originally issued under the
Indenture.



     “Leverage Ratio” means, on any date (the “transaction date”), the ratio, determined on a Pro
Forma Basis, of




     (x) Total Debt of the Company and its Restricted Subsidiaries to




     (y) the aggregate amount of EBITDA for the four fiscal quarters immediately prior to
the transaction date for which internal financial statements are available (the “reference
period”).



     “Leverage Ratio Debt” means Debt incurred pursuant to  Section 4.06(a).



     “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind
(including any conditional sale or other title retention agreement).



     “Moody’s” means Moody’s Investors Service, Inc. and its successors.



     “Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds of such Asset Sale in
the form of cash (including (i) payments in respect of deferred payment obligations to the extent
corresponding to principal, but not interest, when received in the form of cash, and (ii) proceeds
from the conversion of other consideration received when converted to cash), net of




     (1) brokerage commissions and other fees and expenses related to such Asset Sale,
including fees and expenses of counsel, accountants and investment bankers;




     (2) provisions for taxes as a result of such Asset Sale without regard to the
consolidated results of operations of the Company and its Restricted Subsidiaries;




     (3) payments required to be made to holders of minority interests in Restricted
Subsidiaries as a result of such Asset Sale or to repay Debt outstanding at the time of
such Asset Sale that is secured by a Lien on the property or assets sold; and




     (4) appropriate amounts to be provided as a reserve against liabilities associated
with such Asset Sale, including pension and other post-employment benefit liabilities,
liabilities related to environmental matters and indemnification obligations associated
with such Asset Sale,



17









 







with any subsequent reduction of the reserve other than by payments made and charged
against the reserved amount to be deemed a receipt of cash.



     “New Credit Facilities” means, one or more credit facilities providing for revolving credit
loans, term loans, letters of credit, bankers’ acceptances or similar instruments or performance
bonds Incurred pursuant to  Section 4.06(b)(1).



     “Non-U.S. Person” means a Person that is not a U.S. person, as defined in Regulation S.



     “Non-Recourse Debt” means Debt as to which (i) neither the Company nor any Restricted
Subsidiary provides any Guarantee and as to which the holders of such Debt do not otherwise have
recourse to the stock or assets of the Company or any Restricted Subsidiary and (ii) no default
thereunder would, as such, constitute a default under any Debt of the Company or any Restricted
Subsidiary.



     “Notes” has the meaning assigned to such term in the Recitals.



     “Note Guarantee” means the guarantee of the Notes by a Guarantor pursuant to the Indenture.



     “Obligations” means, with respect to any Debt, all obligations (whether in existence on the
Issue Date or arising afterwards, absolute or contingent, direct or indirect) for or in respect of
principal (when due, upon acceleration, upon redemption, upon mandatory repayment or repurchase
pursuant to a mandatory offer to purchase, or otherwise), premium, interest, penalties, fees,
indemnification, reimbursement and other amounts payable and liabilities with respect to such Debt,
including all interest accrued or accruing after the commencement of any bankruptcy, insolvency or
reorganization or similar case or proceeding at the contract rate (including, without limitation,
any contract rate applicable upon default) specified in the relevant documentation, whether or not
the claim for such interest is allowed as a claim in such case or proceeding.



     “Offer to Purchase” has the meaning assigned to such term in  Section 3.04.



     “Officer” means the chairman of the Board of Directors, the president or chief executive
officer, any vice president, the chief financial officer, the treasurer or any assistant treasurer,
or the secretary or any assistant secretary, of the Company.



     “Officers’ Certificate” means a certificate signed in the name of the Company (i) by the
chairman of the Board of Directors, the president or chief executive officer or a vice president
and (ii) by the chief financial officer, the treasurer or any assistant treasurer or the secretary
or any assistant secretary.



18









 





     “Offshore Global Note” means a Global Note representing Notes issued and sold pursuant to
Regulation S.



     “OID Legend” means the legend set forth in Exhibit I.



     “Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee
of or counsel to the Company, satisfactory to the Trustee.



     “Original Notes” means the Initial Notes and any Exchange Notes issued in exchange therefor.



     “Paying Agent” refers to a Person engaged to perform the obligations of the Trustee in respect
of payments made or funds held hereunder in respect of the Notes.



     “Permanent Offshore Global Note” means an Offshore Global Note that does not bear the
Temporary Offshore Global Note Legend.



     “Permitted Debt” has the meaning assigned to such term in  Section 4.06.



     “Permitted Business” means any of the businesses in which the Company and its Restricted
Subsidiaries are engaged on the Issue Date, and any business reasonably related, incidental,
complementary or ancillary thereto.



     “Permitted Holders” means any or all of the following:




     (1) Morgan Stanley Principal Investments;




     (2) any Affiliate of any Person specified in clause (1); and




     (3) any Person both the Capital Stock and the Voting Stock of which (or in the case
of a trust, the beneficial interests in which) are owned 80% by Persons specified in
clauses (1) and (2).



     “Permitted Investments” means:




     (1) any Investment in the Company or in a Restricted Subsidiary of the Company that
is a Guarantor that is engaged in a Permitted Business;




     (2) any Investment in Cash Equivalents;




     (3) any Investment by the Company or any Subsidiary of the Company in a Person, if as
a result of such Investment,



19









 






     (A) such Person becomes a Restricted Subsidiary of the Company that is a
Guarantor engaged in a Permitted Business, or




     (B) such Person is merged or consolidated with or into, or transfers or
conveys substantially all its assets to, or is liquidated into, the Company or a
Restricted Subsidiary that is a Guarantor engaged in a Permitted Business;




     (4) Investments received as non-cash consideration in an Asset Sale made pursuant to
and in compliance with  Section 4.13;




     (5) any Investment acquired solely in exchange for Qualified Stock of the Company;




     (6) Hedging Agreements otherwise permitted under the Indenture;




     (7) (i) receivables owing to the Company or any Restricted Subsidiary if created or
acquired in the ordinary course of business, (ii) Cash Equivalents or other cash
management investments or liquid or portfolio securities pledged as collateral pursuant to
 Section 4.08, (iii) endorsements for collection or deposit in the ordinary course of
business, and (iv) 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) Investments in Restricted Subsidiaries that are not Guarantors, Unrestricted
Subsidiaries and joint ventures in an aggregate amount, taken together with all other
Investments made in reliance on this clause, not to exceed the greater of (i) $50,000,000
and (ii) 5% of Total Assets at such time (in each case 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);




     (9) loans or advances related to payroll, travel and similar purposes to, or
Guarantees issued to support the obligations of, officers and employees, in each case in
the ordinary course of business;




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




     (11) any Investment made prior to the date of the Indenture;



20









 






     (12) repurchases of the Notes:




     (13) the provision of services to customers, joint ventures in which the Company or a
Subsidiary of the Company holds or acquires an ownership interest (whether by way of
Capital Stock or otherwise), or Unrestricted Subsidiaries; and




     (14) in addition to Investments listed above, Investments in Persons engaged in
Permitted Businesses in an aggregate amount, taken together with all other Investments
made in reliance on this clause, not to exceed $10,000,000 (net of, with respect to the
Investment in any particular Person made pursuant to this clause, 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 such Investments in such Person made after the Issue
Date in reliance on this clause).



     “Permitted Liens” means:




     (1) Liens existing on the Issue Date;




     (2) Liens securing the DAP Debt;




     (3) Liens securing Shared Collateral Debt (including, without limitation, the Notes
or any Note Guarantee);




     (4) pledges or deposits under worker’s compensation laws, unemployment insurance laws
or similar legislation, or good faith deposits in connection with bids, tenders, contracts
or leases, or to secure public or statutory obligations or regulatory authorizations or
licenses, surety bonds, performance bonds, customs duties and the like (or reimbursement
obligations with respect to letters of credit that secure the same), or for the payment of
rent, in each case incurred in the ordinary course of business;




     (5) Liens imposed by law, such as carriers’, vendors’, warehousemen’s and mechanics’
liens, in each case for sums not yet due or being contested in good faith and by
appropriate proceedings;




     (6) Liens in respect of taxes and other governmental assessments and charges which
are not yet due or which are being contested in good faith and by appropriate proceedings;




     (7) Liens securing reimbursement obligations with respect to letters of credit,
bankers’ acceptances or similar instruments, or performance bonds that encumber documents
and other property relating to such letters of credit, bankers’ acceptance, similar
instrument or



21









 







performance bonds and the proceeds thereof (but excluding judgment and similar Liens
governed by clause (13) below);




     (8) minor survey exceptions, minor encumbrances, 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, not interfering in any material respect with the conduct of the business
of the Company and its Restricted Subsidiaries;




     (9) licenses or leases or subleases or sublicenses as licensor, lessor or sublessor
of any of its property, including intellectual property, in the ordinary course of
business;




     (10) customary Liens in favor of trustees and escrow agents, and netting and setoff
rights, banker’s liens and the like in favor of financial institutions and counterparties
to financial obligations and instruments, including Hedging Agreements;




     (11) Liens on assets pursuant to merger agreements, stock or asset purchase
agreements and similar agreements in respect of the disposition of such assets;




     (12) options, put and call arrangements, rights of first refusal and similar rights
relating to Investments in joint ventures, partnerships and the like;




     (13) judgment liens, and Liens securing appeal bonds or letters of credit issued in
support of or in lieu of appeal bonds, so long as no Event of Default then exists under
 Section 6.01(6);




     (14) Liens incurred in the ordinary course of business securing obligations not in
excess of $5,000,000 not securing Debt and not in the aggregate materially detracting from
the value of the properties or their use in the operation of the business of the Company
and its Restricted Subsidiaries;




     (15) Liens (including the interest of a lessor under a Capital Lease) on property
that secure Debt Incurred for the purpose of financing all or any part of the purchase
price or cost of construction or improvement of such property and which attach within 365
days after the date of such purchase or the completion of construction or improvement;




     (16) Liens on property of a Person at the time such Person becomes a Restricted
Subsidiary of the Company, provided such Liens



22









 







were not created in contemplation thereof and do not extend to any other property of
the Company or any Restricted Subsidiary;




     (17) Liens on property at the time the Company or any of the Restricted Subsidiaries
acquires such property, including any acquisition by means of a merger or consolidation
with or into the Company or a Restricted Subsidiary of such Person, provided such Liens
were not created in contemplation thereof and do not extend to any other property of the
Company or any Restricted Subsidiary;




     (18) Liens securing Debt or other obligations of the Company or a Restricted
Subsidiary to the Company or a Guarantor;




     (19) any pledge of the Capital Stock of an Unrestricted Subsidiary to secure Debt of
such Unrestricted Subsidiary, to the extent such pledge constitutes an Investment
permitted under  Section 4.07;




     (20) extensions, renewals or replacements of any Liens referred to in clauses (1),
(3), (15), (16) or (17) in connection with the refinancing of the obligations secured
thereby, provided that such Lien does not extend to any other property and, except as
contemplated by the definition of “Permitted Refinancing Debt”, the amount secured by such
Lien is not increased; and




     (21) other Liens securing obligations in an aggregate amount not exceeding
$5,000,000;




     (22) pledges and deposits in the ordinary course of business 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 Company or any Restricted Subsidiary (but
excluding judgment and similar Liens governed by clause (13) above);




     (23) Liens on insurance policies and the proceeds thereof securing the financing of
the premiums with respect thereto;




     (24) 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;




     (25) any interest or title of a lessor, sublessor, licensor or sublicensor under
leases, subleases, licenses or sublicenses entered into by the Company or any Restricted
Subsidiaries in the ordinary course of business;



23









 






     (26) Liens on any cash earnest money deposits made by the Company or any Restricted
Subsidiary in connection with any letter of intent or purchase agreement;




     (27) Liens arising from precautionary Uniform Commercial Code financing statement
filings;




     (28) 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 in the
ordinary course of business;




     (29) any encumbrances or restrictions (including put and call agreements) with
respect to the Capital Stock of any joint venture agreed to by the holders of such Capital
Stock;




     (30) Liens in the nature of the right of setoff in favor of counterparties to
contractual agreements with the Company or any Restricted Subsidiary in the ordinary
course of business; and




     (31) Liens securing obligations under any Hedging Agreement that are otherwise
permitted under the Indenture, not to exceed, in the aggregate, $25,000,000.



     “Permitted Refinancing Debt” has the meaning assigned to such term in  Section 4.06.



     “Person” means an individual, a corporation, a partnership, a limited liability company, an
association, a trust or any other entity, including a government or political subdivision or an
agency or instrumentality thereof.



     “Preferred Stock” means, with respect to any Person, any and all Capital Stock which is
preferred as to the payment of dividends or distributions or upon liquidation, over another class
of Capital Stock of such Person.



     “principal” of any Debt means the principal amount of such Debt, (or if such Debt was issued
with original issue discount, the face amount of such Debt less the remaining unamortized portion
of the original issue discount of such Debt), together with, unless the context otherwise
indicates, any premium then payable on such Debt.



     “Pro Forma Basis” means, in making any relevant determination,



          (1) in the event that the Company or any of its Restricted Subsidiaries Incurs or redeems any
Debt (other than in the case of revolving credit borrowings, in which case interest expense shall
be computed based upon the average daily balance of such Debt during the applicable period) or
issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement



24









 






of the reference period but prior to the date of determination, then the Leverage Ratio shall
be calculated giving pro forma effect to such Incurrence or redemption of Debt, or such issuance or
redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning
of the reference period;




          (2) any Debt, Disqualified Stock or Preferred Stock to be repaid or redeemed on the date of
determination will be excluded; and




          (3) pro forma effect will be given to





(A) the creation, designation or redesignation of Restricted and
Unrestricted Subsidiaries,




(B) the acquisition or disposition of companies, divisions or lines of
businesses by the Company and its Restricted Subsidiaries, including any
acquisition or disposition of a company, division or line of business
since the beginning of the reference period by a Person that became a
Restricted Subsidiary after the beginning of the reference period, and




(C) the discontinuation of any discontinued operations




that have occurred since the beginning of the reference period as if such events
had occurred, and, in the case of any disposition, the proceeds thereof applied,
on the first day of the reference period. To the extent that pro forma effect is
to be given to an acquisition or disposition of a company, division or line of
business, the pro forma calculation will be based upon the most recent four full
fiscal quarters for which the relevant financial information is available.



     For purposes of this definition, whenever pro forma effect is to be given to any transaction,
the pro forma calculations shall be made in good faith by a responsible financial or accounting
officer of the Company. If any Debt bears a floating rate of interest and is being given pro forma
effect, the interest on such Debt shall be calculated as if the rate in effect on the transaction
had been the applicable rate for the entire period (taking into account any Hedging Agreement
applicable to such Debt if such Hedging Agreement has a remaining term in excess of 12 months).
Interest on the amount of the liability in respect of a Capital Lease shall be deemed to accrue at
an interest rate reasonably determined by a responsible financial or accounting officer of the
Company to be the rate of interest implicit in such liability in accordance with GAAP. For
purposes of making the computation referred to above, interest on any Debt under a revolving credit
facility computed on a pro forma basis shall be computed based upon the average daily balance of
such Debt during the applicable period. Interest on Debt



25









 







that may optionally be determined at an interest rate based upon a factor of a prime or
similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been
based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the
Company may designate.



     “Qualified Equity Interests” means all Equity Interests of a Person other than Disqualified
Equity Interests.



     “Qualified Stock” means all Capital Stock of a Person other than Disqualified Stock.



     “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 Company’s control, Fitch, unless at such time Fitch ceases to rate
the Notes for reasons outside of the Company’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 Company as a replacement agency for Moody’s, S&P or Fitch, as the
case may be.



     “reference period” has the meaning assigned to such term in the definition of Leverage Ratio.



     “refinance” has the meaning assigned to such term in  Section 4.06.



     “Register” has the meaning assigned to such term in  Section 2.09.



     “Registrar” means a Person engaged to maintain the Register.



     “Registration Rights Agreement” means (i) the Registration Rights Agreement dated on or about
the Issue Date between the Company and the Initial Purchasers party thereto with respect to the
Initial Notes, and (ii) with respect to any Additional Notes, any registration rights agreements
between the Company and the Initial Purchasers party thereto relating to rights given by the
Company to the purchasers of Additional Notes to register such Additional Notes or exchange them
for Notes registered under the Securities Act.



     “Regular Record Date” for the interest payable on any Interest Payment Date means the April 15
or October 15 (whether or not a Business Day) next preceding such Interest Payment Date.



     “Regulation S” means Regulation S under the Securities Act.



     “Regulation S Certificate” means a certificate substantially in the form of Exhibit E hereto.



     “Restricted Legend” means the legend set forth in Exhibit C.



26









 





     “Restricted Payment” has the meaning assigned to such term in  Section 4.07.



     “Restricted Period” means the relevant 40-day distribution compliance period as defined in
Regulation S.



     “Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted
Subsidiary.



     “Rule 144A” means Rule 144A under the Securities Act.



     “Rule 144A Certificate” means (i) a certificate substantially in the form of Exhibit F hereto
or (ii) a written certification addressed to the Company and the Trustee to the effect that the
Person making such certification (x) is acquiring such Note (or beneficial interest) for its own
account or one or more accounts with respect to which it exercises sole investment discretion and
that it and each such account is a qualified institutional buyer within the meaning of Rule 144A,
(y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A, and (z)
acknowledges that it has received such information regarding the Company as it has requested
pursuant to Rule 144A(d)(4) or has determined not to request such information.



     “S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc. and its
successors.



     “Sale and Leaseback Transaction” means, with respect to any Person, an arrangement whereby
such Person enters into a lease of property previously transferred by such Person to the lessor.



     “Satellite” means any satellite owned by, or leased to, the Company or any Restricted
Subsidiary, including, without limitation, any satellite purchased pursuant to the terms of a
satellite purchase agreement, whether such satellite is in the process of manufacture, has been
delivered for launch or is in orbit (whether or not in operational service).



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



     “Security Agreement” means the Security Agreement among the Company, the Guarantors party
thereto and U.S. Bank National Association, as Collateral Agent.



     “Security Documents” means (i) the Security Agreement, (ii) the Securities Pledge Agreement
among the Pledgors signatory thereto and U.S. Bank National Association, as Collateral Agent, and
(iii) the Collateral Agency



27









 







Agreement, each dated as of the Issue Date, as each may be amended, restated, supplemented or
otherwise modified from time to time.



     “Shared Collateral Debt” means (i) the Notes and the Note Guarantees, (ii) Debt under the New
Credit Facilities but only to the extent permitted under  Section 4.06(b)(1), (iii) additional Debt
(including additional notes) of the Company or any Guarantor not permitted by the foregoing,
provided that immediately after giving effect to the Incurrence of such Debt under this clause
(iii) the Shared Collateral Debt Ratio shall not be greater than 2.25 to 1.0 and (iv) interest rate
or currency swaps, caps or collars or similar Hedging Agreements entered into to hedge the
Company’s exposure with respect to Debt described in clauses (i), (ii) or (iii) herein.



     “Shared Collateral Debt Ratio” means, on any date (the “transaction date”), the ratio,
determined on a Pro Forma Basis, of:



     (x) the aggregate outstanding principal amount on such date of Shared Collateral Debt
(determined at the principal amount at maturity thereof, in the case of any such Debt issued with
an original issue discount); to



     (y) the aggregate amount of EBITDA for the four fiscal quarters immediately prior to the
transaction date for which internal financial statements are available.



     “Shelf Registration Statement” means the Shelf Registration Statement as defined in a
Registration Rights Agreement.



     “Stated Maturity” means (i) with respect to any Debt, the date specified as the fixed date on
which the final installment of principal of such Debt is due and payable or (ii) with respect to
any scheduled installment of principal of or interest on any Debt, the date specified as the fixed
date on which such installment is due and payable as set forth in the documentation governing such
Debt, not including any contingent obligation to repay, redeem or repurchase prior to the regularly
scheduled date for payment.



     “Subordinated Debt” means any Debt of the Company or any Guarantor which is subordinated in
right of payment to the Notes or the Note Guarantee, as applicable, pursuant to a written agreement
to that effect.



     “Subsidiary” means with respect to any Person, any corporation, association or other business
entity of which more than 50% of the outstanding Voting Stock is owned, directly or indirectly, by,
or, in the case of a partnership, the sole general partner or the managing partner or the only
general partners of which are, such Person and one or more Subsidiaries of such Person (or a
combination thereof). Unless otherwise specified, “Subsidiary” means a Subsidiary of the Company.



28









 





     “Temporary Offshore Global Note” means an Offshore Global Note that bears the Temporary
Offshore Global Note Legend.



     “Temporary Offshore Global Note Legend” means the legend set forth in Exhibit H.



     “Total Assets” means the total consolidated assets of the Company and the Restricted
Subsidiaries, as shown on the balance sheet of the Company for the most recently completed fiscal
quarter for which financial statements have been provided (or if not timely provided, required to
be provided) pursuant to the Indenture.



     “Total Debt” means, with respect to any Person at any time, without duplication the aggregate
amount of Debt determined on a consolidated basis of the type referred to in clauses (1), (2), (5),
(9) and (10) of the definition thereof.



     “Transactions” means the issuance of the Notes on the Issue Date, the use of proceeds
therefrom and other transactions in connection therewith or incidental thereto.



     “Trustee” means the party named as such in the first paragraph of the Indenture or any
successor trustee under the Indenture pursuant to  Article 7.



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in effect on the Issue Date.



     “U.S. Global Note” means a Global Note that bears the Restricted Legend representing Notes
issued and sold pursuant to Rule 144A.



     “U.S. Government Obligations” means obligations issued or directly and fully guaranteed or
insured by the United States of America or by any agent or instrumentality thereof, provided that
the full faith and credit of the United States of America is pledged in support thereof.



     “Unencumbered Cash and Cash Equivalents” means at any time cash and Cash Equivalents of the
Company and its Restricted Subsidiaries not subject to a Lien in favor of any Person at such time
(excluding Liens securing the Notes or the Note Guarantees).



     “Unrestricted Subsidiary” means any Subsidiary of the Company that at the time of
determination has previously been designated, and continues to be, an Unrestricted Subsidiary in
accordance with  Section 4.17.



     “Voting Stock” means, with respect to any Person, Capital Stock of any class or kind
ordinarily having the power to vote for the election of directors, managers or other voting members
of the governing body of such Person



29









 





     “Wholly Owned” means, with respect to any Restricted Subsidiary, a Restricted Subsidiary all
of the outstanding Common Stock of which (other than any director’s qualifying shares) is owned by
the Company and one or more Wholly Owned Restricted Subsidiaries (or a combination thereof).



     “WorldView-1” means the Company’s Satellite named WorldView-1.



     “WorldView-2” means the Company’s Satellite named WorldView-2.



     Section 1.02. Rules of Construction. Unless the context otherwise requires or
except as otherwise expressly provided, (1) an accounting term not otherwise defined has
the meaning assigned to it in accordance with GAAP;




     (2) “herein,” “hereof” and other words of similar import refer to the Indenture as a
whole and not to any particular Section, Article or other subdivision;




     (3) all references to Sections or Articles or Exhibits refer to Sections or Articles
or Exhibits of or to the Indenture unless otherwise indicated;




     (4) references to agreements or instruments, or to statutes or regulations, are to
such agreements or instruments, or statutes or regulations, as amended from time to time
(or to successor statutes and regulations);




     (5) in the event that a transaction meets the criteria of more than one category of
permitted transactions or listed exceptions the Company may classify such transaction as
it, in its sole discretion, determines;




     (6) “or” is not exclusive;




     (7) words in the singular include the plural, and in the plural include the singular;




     (8) “including” means including without limitation;




     (9) unsecured Debt shall not be deemed to be subordinate or junior to secured Debt
merely by virtue of its nature as unsecured Debt;




     (10) secured Debt shall not be deemed to be subordinate or junior to any other
secured Debt merely because it has a junior priority with respect to the same collateral;
and



30









 






     (11) Debt that is not guaranteed shall not be deemed to be subordinate or junior to
Debt that is guaranteed merely because of such guarantee.



     Section 1.03. Incorporation by Reference of Trust Indenture Act. Except as expressly
provided herein, this Indenture is subject to the mandatory provisions of the TIA, which are
incorporated by reference in and made a part of this Indenture. The following TIA terms have the
following meanings:



          “indenture securities” means the Notes and the Guarantees.




          “indenture security holder” means a Holder.




          “indenture to be qualified” means this Indenture.




          “indenture trustee” or “institutional trustee” means the Trustee.




          “obligor” on the indenture securities means the Company, the Guarantors and any other obligor
on the indenture securities.




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




ARTICLE 2

The Notes




     Section 2.01. Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s
certificate of authentication will be substantially in the form attached as Exhibit A. The terms
and provisions, including, but not limited to, the OID Legend, contained in the form of the Notes
annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The
Notes may have notations, legends or endorsements required by law, rules of national securities
exchanges, agreements to which the Company or any Guarantor are subject, or usage (provided that
any such notation, legend or endorsement is in a form acceptable to the Company). Each Note will
be dated the date of its authentication. The Notes will be issuable in denominations of $1,000 in
principal amount and any multiple of $1,000 in excess thereof.



31









 





     (b) (1) Except as otherwise provided in paragraph  (c),  Section 2.10(b)(3),  (b)(5), or  (c)
or  Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent
Offshore Global Note) will bear the Restricted Legend and the OID Legend.




     (2) Each Global Note, whether or not an Initial Note or Additional Note, will bear
the DTC Legend and the OID Legend.




     (3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note
Legend and the OID Legend.




     (4) Initial Notes and Initial Additional Notes will be issued, subject to Section
2.09(b), in the form of one or more Global Notes.




     (5) Initial Notes and Initial Additional Notes offered and sold in reliance on
Regulation S will be issued as provided in  Section 2.11(a).




     (6) Exchange Notes will be issued, subject to  Section 2.09(b), in the form of one or
more Global Notes.



     (c) (1) If the Company determines (upon the advice of counsel and such other certifications
and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to
Rule 144 under the Securities Act (or a successor provision) and that the Restricted Legend is no
longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a
beneficial interest therein) are effected in compliance with the Securities Act, or




     (2) after an Initial Note or any Initial Additional Note is




     (x) sold pursuant to an effective registration statement under the
Securities Act, pursuant to the Registration Rights Agreement or otherwise, or
(y) is validly tendered for exchange into an Exchange Note pursuant to an
Exchange Offer



the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its
transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or
its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such
instruction.




     (d) By its acceptance of any Note bearing the Restricted Legend (or any beneficial interest in
such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the
restrictions on transfer of such Note (and any such beneficial interest) set forth in this
Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such
beneficial interest) only in accordance with the Indenture and such legend.



32









 





     Section 2.02. Execution and Authentication; Exchange Notes; Additional Notes. (a) An
Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on
behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at
the time the Note is authenticated, the Note will still be valid.



     (b) A Note will not be valid until the Trustee manually signs the certificate of
authentication on the Note, with the signature conclusive evidence that the Note has been
authenticated under the Indenture.



     (c) At any time and from time to time after the execution and delivery of the Indenture, the
Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee
will authenticate and deliver




     (i) Initial Notes for original issue in the aggregate principal amount not to exceed
$355,000,000,




     (ii) Additional Notes from time to time for original issue in aggregate principal
amounts specified by the Company, and




     (iii) Exchange Notes from time to time for issue in exchange for a like principal
amount of Initial Notes or Initial Additional Notes


after the following conditions have been met:





     (1) Receipt by the Trustee of an Officers’ Certificate specifying




     (A) the amount of Notes to be authenticated and the date on which the Notes
are to be authenticated,




     (B) whether the Notes are to be Initial Notes or, Additional Notes or
Exchange Notes,




     (C) in the case of Initial Additional Notes, that the issuance of such
Notes does not contravene Section 4.06,




     (D) whether the Notes are to be issued as one or more Global Notes or
Certificated Notes, and




     (E) other information the Company may determine to include.




     (2) In the case of Exchange Notes, effectiveness of an Exchange Offer Registration
Statement and consummation of the exchange offer thereunder (and receipt by the Trustee of
an Officers’ Certificate to that effect). Initial Notes or Initial Additional Notes
exchanged for Exchange Notes will be cancelled by the Trustee.



33









 





     Section 2.03. Registrar, Paying Agent, Authenticating Agent and Collateral Agent; Paying
Agent to Hold Money in Trust. (a) The Company may appoint one or more Registrars and one or more
Paying Agents, and the Trustee may appoint an Authenticating Agent, in which case each reference in
the Indenture to the Trustee in respect of the obligations of the Trustee to be performed by that
Agent will be deemed to be references to the Agent. The Company or any Affiliate may act as
Registrar or (except for purposes of  Article 8) Paying Agent. In each case the Company and the
Trustee will enter into an appropriate agreement with the Agent implementing the provisions of the
Indenture relating to the obligations of the Trustee to be performed by the Agent and the related
rights. The Company initially appoints the Trustee as Registrar and Paying Agent.



     (b) The Company will require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent will hold in trust for the benefit of the Holders or the Trustee all money held by
the Paying Agent for the payment of principal of and interest on the Notes and will promptly notify
the Trustee of any default by the Company in making any such payment. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee and account for any funds
disbursed, and the Trustee may at any time during the continuance of any payment default, upon
written request to a Paying Agent, require the Paying Agent to pay all money held by it to the
Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent will have no
further liability for the money so paid over to the Trustee.



     (c) The Trustee is hereby appointed to act as the Collateral Agent under the Security
Documents, with such powers, rights and obligations as are expressly delegated to the Collateral
Agent by the terms of the Indenture and by the Security Documents.  The Trustee may, from time to
time, appoint another financial institution to act as Collateral Agent so long as such institution
meets the requirements of Section 7.10.  The Collateral Agent, acting in its capacity as such,
shall have only such duties with respect to the Collateral as are set forth in the Security
Documents.



     (d)  Subject to the appointment and acceptance of a successor Collateral Agent as provided in
this subsection, the Collateral Agent (if other than the Trustee) may resign at any time by
notifying the Trustee and the Company.  Upon any such resignation, the Trustee shall have the right
to appoint a successor Collateral Agent.  If no successor shall have been so appointed by the
Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent
gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Holders
and the Trustee, appoint a successor Collateral Agent which shall meet the eligibility requirements
of Section and shall accept and comply in all material respects with the Security Documents.  Upon
a successor’s acceptance of its appointment as Collateral Agent hereunder, such successor shall
succeed to and become vested with all the rights, powers, privileges and duties of the retiring



34









 




Collateral Agent hereunder and under the Security Documents, and the retiring Collateral Agent
shall be discharged from its duties and obligations hereunder and under the Security Documents.  If
the Trustee shall be acting at any time as the Collateral Agent, then it will be deemed to have
resigned as Collateral Agent upon its replacement as Trustee pursuant to Section 7.08, and the
successor Trustee shall select (or may act as) the replacement Collateral Agent.




     At all times when the Trustee is not itself the Collateral Agent, the Company will deliver to
the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all
documents delivered to the Collateral Agent pursuant to the Security Documents.



     Section 2.04. Replacement Notes. If a mutilated Note is surrendered to the Trustee or if a
Holder claims that its Note has been lost, destroyed or wrongfully taken, the Company will issue
and the Trustee will authenticate a replacement Note of like tenor and principal amount and bearing
a number not contemporaneously outstanding. Every replacement Note is an additional obligation of
the Company and entitled to the benefits of the Indenture. If required by the Trustee or the
Company, an indemnity must be furnished that is sufficient in the judgment of both the Trustee and
the Company to protect the Company and the Trustee from any loss they may suffer if a Note is
replaced. The Company may charge the Holder for the expenses of the Company and the Trustee in
replacing a Note. In case the mutilated, lost, destroyed or wrongfully taken Note has become or is
about to become due and payable, the Company in its discretion may pay the Note instead of issuing
a replacement Note.



     Section 2.05. 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 pursuant to  Section 2.04 unless and until the
Trustee and the Company receive proof satisfactory to them that the replaced Note is held
by a bona fide 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 Company or an
Affiliate of the Company) holds money sufficient to pay all amounts then due.



     (b) A Note does not cease to be outstanding because the Company 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



35









 




other action hereunder, Notes owned by the Company or any Affiliate of the Company 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 the Trustee knows to be so owned will be so
disregarded). Notes so owned which have been pledged in good faith may be regarded as outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with
respect to such Notes and that the pledgee is not the Company or any Affiliate of the Company.




     Section 2.06. Temporary Notes. In the event that definitive Notes are to be issued under
the terms of the Indenture, until definitive Notes are ready for delivery, the Company may prepare
and the Trustee will authenticate temporary Notes. Temporary Notes will be substantially in the
form of definitive Notes but may have insertions, substitutions, omissions and other variations
determined to be appropriate by the Officer executing the temporary Notes, as evidenced by the
execution of the temporary Notes. If temporary Notes are issued, the Company will cause
definitive Notes to be prepared without unreasonable delay. After the preparation of definitive
Notes, the temporary Notes will be exchangeable for definitive Notes upon surrender of the
temporary Notes at the office or agency of the Company designated for the purpose pursuant to
 Section 4.02, without charge to the Holder. Upon surrender for cancellation of any temporary
Notes the Company will execute and the Trustee will authenticate and deliver in exchange therefor a
like principal amount of definitive Notes of authorized denominations. Until so exchanged, the
temporary Notes will be entitled to the same benefits under the Indenture as definitive Notes.



     Section 2.07. Cancellation. The Company at any time may deliver to the Trustee for
cancellation any Notes previously authenticated and delivered hereunder. Any Registrar or the
Paying Agent will forward to the Trustee any Notes surrendered to it for transfer, exchange or
payment. The Trustee will cancel all Notes surrendered for transfer, exchange, payment or
cancellation and dispose of them in accordance with its normal procedures or the written
instructions of the Company. Certification of the destruction of all cancelled Notes shall upon
the written request of the Company be delivered to the Company. The Company may not issue new
Notes to replace Notes it has paid in full or delivered to the Trustee for cancellation.



     Section 2.08. CUSIP. The Company in issuing the Notes may use “CUSIP” numbers, and the
Trustee will use CUSIP numbers in notices of redemption or exchange or in Offers to Purchase as a
convenience to Holders, the notice to 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 redemption or
exchange or Offer to Purchase. The Company will promptly notify the Trustee of any change in the
CUSIP numbers.



36









 





     Section 2.09. Registration, Transfer and Exchange. (a) The Notes will be issued in
registered form only, without coupons, and the Company shall cause the Trustee to maintain a
register (the “Register”) of the Notes, for registering the record ownership of the Notes by the
Holders and transfers and exchanges of the Notes.



     (b) (1) Each Global Note will be registered in the name of the Depositary or its nominee and,
so long as DTC is serving as the Depositary thereof, will bear the DTC Legend.




     (2) Each Global Note will be delivered to the Trustee as custodian for the
Depositary. Transfers of a Global Note (but not a beneficial interest therein) will be
limited to transfers thereof in whole, but not in part, to the Depositary, its successors
or their respective nominees, except as set forth in  Section 2.09(b)(4).




     (3) Agent Members will have no rights under the Indenture with respect to any Global
Note held on their behalf by the Depositary, and the Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and
Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing,
the Depositary or its nominee may grant proxies and otherwise authorize any Person
(including any Agent Member and any Person that holds a beneficial interest in a Global
Note through an Agent Member) to take any action which a Holder is entitled to take under
the Indenture or the Notes, and nothing herein will impair, as between the Depositary and
its Agent Members, the operation of customary practices governing the exercise of the
rights of a holder of any security.




     (4) If (x) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for a Global Note and a successor depositary is not appointed by
the Company within 90 days of the notice, (y) an Event of Default has occurred and is
continuing and the Trustee has received a request from the Depositary or (z) the Company,
at its option, notifies the Trustee in writing that it elects to cause the issuance of
Certificated Notes, the Trustee will promptly exchange each beneficial interest in the
Global Note for one or more Certificated Notes in authorized denominations having an equal
aggregate principal amount registered in the name of the owner of such beneficial
interest, as identified to the Trustee by the Depositary, and thereupon the Global Note
will be deemed canceled. If such Note does not bear the Restricted Legend, then the
Certificated Notes issued in exchange therefor will not bear the Restricted Legend. If
such Note bears the Restricted Legend, then the Certificated Notes issued in exchange
therefor will bear the Restricted Legend, provided that any Holder of any such
Certificated Note issued in exchange for a beneficial interest in a Temporary Offshore



37









 







Global Note will have the right upon presentation to the Trustee of a duly completed
Certificate of Beneficial Ownership after the Restricted Period to exchange such
Certificated Note for a Certificated Note of like tenor and amount that does not bear the
Restricted Legend, registered in the name of such Holder.



     (c) Each Certificated Note will be registered in the name of the holder thereof or its
nominee.



     (d) A Holder may transfer a Note (or a beneficial interest therein) to another Person or
exchange a Note (or a beneficial interest therein) for another Note or Notes of any authorized
denomination by presenting to the Trustee a written request therefor stating the name of the
proposed transferee or requesting such an exchange, accompanied by any certification, opinion or
other document required by  Section 2.10. The Trustee will promptly register any transfer or
exchange that meets the requirements of this Section by noting the same in the register maintained
by the Trustee for the purpose; provided that




     (x) no transfer or exchange will be effective until it is registered in such register
and




     (y) the Trustee will not be required (i) to issue, register the transfer of or
exchange any Note for a period of 15 days before a selection of Notes to be redeemed or
purchased pursuant to an Offer to Purchase, (ii) to register the transfer of or exchange
any Note so selected for redemption or purchase in whole or in part, except, in the case
of a partial redemption or purchase, that portion of any Note not being redeemed or
purchased, or (iii) if a redemption or a purchase pursuant to an Offer to Purchase is to
occur after a Regular Record Date but on or before the corresponding Interest Payment
Date, to register the transfer of or exchange any Note on or after the Regular Record Date
and before the date of redemption or purchase. Prior to the registration of any transfer,
the Company, the Trustee and their agents will treat the Person in whose name the Note is
registered as the owner and Holder thereof for all purposes (whether or not the Note is
overdue), and will not be affected by notice to the contrary.



     From time to time the Company will execute and the Trustee will authenticate additional Notes
as necessary in order to permit the registration of a transfer or exchange in accordance with this
Section.



     No service charge will be imposed in connection with any transfer or exchange of any Note, but
the Company may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than a transfer tax or other similar
governmental charge payable upon exchange pursuant to subsection  (b)(4)).



38









 





     (e) (1) Global Note to Global Note. If a beneficial interest in a Global Note is transferred
or exchanged for a beneficial interest in another Global Note, the Trustee will (x) record a
decrease in the principal amount of the Global Note being transferred or exchanged equal to the
principal amount of such transfer or exchange and (y) record a like increase in the principal
amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to
a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an
interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such
Global Note and become an interest in the other Global Note and, accordingly, will thereafter be
subject to all transfer and exchange restrictions, if any, and other procedures applicable to
beneficial interests in such other Global Note for as long as it remains such an interest.




     (2) Global Note to Certificated Note. If a beneficial interest in a Global Note is
transferred or exchanged for a Certificated Note, the Trustee will (x) record a decrease
in the principal amount of such Global Note equal to the principal amount of such transfer
or exchange and (y) deliver one or more new Certificated Notes in authorized denominations
having an equal aggregate principal amount to the transferee (in the case of a transfer)
or the owner of such beneficial interest (in the case of an exchange), registered in the
name of such transferee or owner, as applicable.




     (3) Certificated Note to Global Note. If a Certificated Note is transferred or
exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such
Certificated Note, (y) record an increase in the principal amount of such Global Note
equal to the principal amount of such transfer or exchange and (z) in the event that such
transfer or exchange involves less than the entire principal amount of the canceled
Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in
authorized denominations having an aggregate principal amount equal to the untransferred
or unexchanged portion of the canceled Certificated Note, registered in the name of the
Holder thereof.




     (4) Certificated Note to Certificated Note. If a Certificated Note is transferred or
exchanged for another Certificated Note, the Trustee will (x) cancel the Certificated Note
being transferred or exchanged, (y) deliver one or more new Certificated Notes in
authorized denominations having an aggregate principal amount equal to the principal
amount of such transfer or exchange to the transferee (in the case of a transfer) or the
Holder of the canceled Certificated Note (in the case of an exchange), registered in the
name of such transferee or Holder, as applicable, and (z) if such transfer or exchange
involves less than the entire principal amount of the canceled Certificated Note, deliver
to the Holder thereof one or more Certificated Notes in authorized denominations having an
aggregate



39









 







principal amount equal to the untransferred or unexchanged portion of the canceled
Certificated Note, registered in the name of the Holder thereof.



     Section 2.10. Restrictions on Transfer and Exchange. (a) The transfer or exchange of any
Note (or a beneficial interest therein) may only be made in accordance with this Section and
 Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable
rules and procedures of the Depositary. The Trustee shall refuse to register any requested
transfer or exchange that does not comply with the preceding sentence.



     (b) Subject to paragraph  (c), the transfer or exchange of any Note (or a beneficial interest
therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of
the type set forth opposite in column B below may only be made in compliance with the certification
requirements (if any) described in the clause of this paragraph set forth opposite in column C
below.



	 	 	 	 	 	 	 
	A	 	B	 	C
	U.S. Global Note

	 	U.S. Global Note
	 	 	(1	)
	U.S. Global Note

	 	Offshore Global Note
	 	 	(2	)
	U.S. Global Note

	 	Certificated Note
	 	 	(3	)
	Offshore Global Note

	 	U.S. Global Note
	 	 	(4	)
	Offshore Global Note

	 	Offshore Global Note
	 	 	(1	)
	Offshore Global Note

	 	Certificated Note
	 	 	(5	)
	Certificated Note

	 	U.S. Global Note
	 	 	(4	)
	Certificated Note

	 	Offshore Global Note
	 	 	(2	)
	Certificated Note

	 	Certificated Note
	 	 	(3	)







     (1) No certification is required.




     (2) The Person requesting the transfer or exchange must deliver or cause to be
delivered to the Trustee a duly completed Regulation S Certificate; provided that if the
requested transfer or exchange is made by the Holder of a Certificated Note that does not
bear the Restricted Legend, then no certification is required.




     (3) The Person requesting the transfer or exchange must deliver or cause to be
delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly
completed Regulation S Certificate, and/or an Opinion of Counsel and such other
certifications and evidence as the Company may reasonably require in order to determine
that the proposed transfer or exchange is being made in compliance with the Securities Act
and any applicable securities laws of any state of the United States; provided that if the
requested transfer or exchange is made by the Holder of a Certificated Note that does not
bear the Restricted Legend, then no certification is required. In the event that (i) the
requested transfer or exchange takes place after the Restricted Period and a duly
completed



40









 







Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Note that
does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer
or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted
Legend.




     (4) The Person requesting the transfer or exchange must deliver or cause to be
delivered to the Trustee a duly completed Rule 144A Certificate.




     (5) Notwithstanding anything to the contrary contained herein, no such exchange is
permitted if the requested exchange involves a beneficial interest in a Temporary Offshore
Global Note. If the requested transfer involves a beneficial interest in a Temporary
Offshore Global Note, the Person requesting the transfer must deliver or cause to be
delivered to the Trustee a duly completed Rule 144A Certificate and/or an Opinion of
Counsel and such other certifications and evidence as the Company may reasonably require
in order to determine that the proposed transfer is being made in compliance with the
Securities Act and any applicable securities laws of any state of the United States. If
the requested transfer or exchange involves a beneficial interest in a Permanent Offshore
Global Note, no certification is required and the Trustee will deliver a Certificated Note
that does not bear the Restricted Legend.



     (c) No certification is required in connection with any transfer or exchange of any Note (or a
beneficial interest therein)




     (1) after such Note is eligible for resale pursuant to Rule 144 under the Securities
Act (or a successor provision); provided that the Company has provided the Trustee with an
Officer’s Certificate to that effect, and the Company may require from any Person
requesting a transfer or exchange in reliance upon this clause (1) an opinion of counsel
and any other reasonable certifications and evidence in order to support such certificate;
or




     (2)(x) sold pursuant to an effective registration statement, pursuant to the
Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange
into an Exchange Note pursuant to an Exchange Offer.



     Any Certificated Note delivered in reliance upon this paragraph will not bear the Restricted
Legend.



     (d) The Trustee will retain copies of all certificates, opinions and other documents received
in connection with the transfer or exchange of a Note (or a



41









 







beneficial interest therein), and the Company will have the right to inspect and make copies
thereof at any reasonable time upon written notice to the Trustee.



     Section 2.11. Temporary Offshore Global Notes. (a) Each Note originally sold by the Initial
Purchasers in reliance upon Regulation S will be evidenced by one or more Offshore Global Notes
that bear the Temporary Offshore Global Note Legend.



     (b) An owner of a beneficial interest in a Temporary Offshore Global Note (or a Person acting
on behalf of such an owner) may provide to the Trustee (and the Trustee will accept) a duly
completed Certificate of Beneficial Ownership at any time after the Restricted Period (it being
understood that the Trustee will not accept any such certificate during the Restricted Period).
Promptly after acceptance of a Certificate of Beneficial Ownership with respect to such a
beneficial interest, the Trustee will cause such beneficial interest to be exchanged for an
equivalent beneficial interest in a Permanent Offshore Global Note, and will (x) permanently reduce
the principal amount of such Temporary Offshore Global Note by the amount of such beneficial
interest and (y) increase the principal amount of such Permanent Offshore Global Note by the amount
of such beneficial interest.



     (c) Notwithstanding paragraph  (b), if after the Restricted Period any Initial Purchaser owns
a beneficial interest in a Temporary Offshore Global Note, such Initial Purchaser may, upon written
request to the Trustee accompanied by a certification as to its status as an Initial Purchaser,
exchange such beneficial interest for an equivalent beneficial interest in a Permanent Offshore
Global Note, and the Trustee will comply with such request and will (x) permanently reduce the
principal amount of such Temporary Offshore Global Note by the amount of such beneficial interest
and (y) increase the principal amount of such Permanent Offshore Global Note by the amount of such
beneficial interest.



     (d) Notwithstanding anything to the contrary contained herein, any owner of a beneficial
interest in a Temporary Offshore Global Note shall not be entitled to receive payment of principal
or interest on such beneficial interest or other amounts in respect of such beneficial interest
until such beneficial interest is exchanged for an interest in a Permanent Offshore Global Note or
transferred for an interest in another Global Note or a Certificated Note.



ARTICLE 3

Redemption; Offer to Purchase




     Section 3.01. Optional Redemption. At any time and from time to time on or after May 1,
2012, the Company may redeem the Notes, in whole or in part, at a redemption price equal to the
percentage of the principal amount of the Notes



42









 







set forth below plus accrued and unpaid interest to, but not including, the redemption date.



	 	 	 
	12-month period	 	 
	commencing	 	Percentage of
	May 1	 	Principal
	in Year	 	Amount
	2012
	 	105.25%
	2013 and thereafter
	 	100%






     Section 3.02. Redemption with Proceeds of Equity Offering. At any time and from time to
time prior to May 1, 2012, the Company may redeem Notes with the net cash proceeds received by the
Company from any Equity Offering at a redemption price equal to 110.50% of the principal amount of
the Notes plus accrued and unpaid interest to, but not including, the redemption date, in an
aggregate principal amount for all such redemptions not to exceed 35% of the original aggregate
principal amount of the Notes offered on the Issue Date (including Additional Notes), provided that



     (1) in each case the redemption takes place not later than 120 days after the closing of the
related Equity Offering, and



     (2) not less than $200,000,000 principal amount of the Notes remains outstanding immediately
thereafter.



     Section 3.03. Method and Effect of Redemption. (a) If the Company elects to redeem Notes,
it must notify the Trustee of the redemption date and the principal amount of Notes to be redeemed
by delivering an Officers’ Certificate at least 45 days before the redemption date (unless a
shorter period is satisfactory to the Trustee in the sole discretion of the Trustee). If fewer
than all of the Notes are being redeemed, the Trustee will select the Notes to be redeemed pro
rata, by lot or by any other method the Trustee in its sole discretion deems fair and appropriate,
in denominations of $1,000 principal amount and multiples thereof. The Trustee will notify the
Company promptly of the Notes or portions of Notes to be called for redemption. Notice of
redemption must be sent by the Company or at the Company’s request, by the Trustee in the name and
at the expense of the Company, to Holders whose Notes are to be redeemed at least 30 days but not
more than 60 days before the redemption date.



     (b) The notice of redemption will identify the Notes to be redeemed and will include or state
the following:




     (1) the redemption date;




     (2) the redemption price, including the portion thereof representing any accrued
interest;



43









 






     (3) the place or places where Notes are to be surrendered for redemption;




     (4) Notes called for redemption must be so surrendered in order to collect the
redemption price;




     (5) on the redemption date the redemption price will become due and payable on Notes
called for redemption, and interest on Notes called for redemption will cease to accrue on
and after the redemption date;




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




     (7) if any Note contains a CUSIP number, no representation is being made as to the
correctness of the CUSIP number either as printed on the Notes or as contained in the
notice of redemption and that the Holder should rely only on the other identification
numbers printed on the Notes.



     (c) Once notice of redemption is sent to the Holders, Notes called for redemption become due
and payable at the redemption price on the redemption date, and upon surrender of the Notes called
for redemption, the Company shall redeem such Notes at the redemption price. Commencing on the
redemption date, Notes redeemed will cease to accrue interest. Upon surrender of any Note redeemed
in part, the Holder will receive a new Note equal in Accreted Value and principal amount at
maturity equal to the unredeemed portion of the surrendered Note.



     Section 3.04. Offer to Purchase. (a) An “Offer to Purchase” means an offer by the Company
to purchase Notes as required by the Indenture. An Offer to Purchase must be made by written offer
(the “offer”) sent to the Holders. The Company will notify the Trustee at least 15 days (or such
shorter period as is acceptable to the Trustee in the sole discretion of the Trustee) prior to
sending the offer to Holders of its obligation to make an Offer to Purchase, and the offer will be
sent by the Company or, at the Company’s request, by the Trustee in the name and at the expense of
the Company.



     (b) The offer must include or state the following as to the terms of the Offer to Purchase:




     (1) the provision of the Indenture pursuant to which the Offer to Purchase is being
made;




     (2) the principal amount and the Accreted Value of the outstanding Notes offered to
be purchased by the Company pursuant to the Offer to Purchase (including, if less than
100%, the manner by which such




44











 






amount has been determined pursuant to the Indenture) (the “purchase amount”);




     (3) the purchase price, including the portion thereof representing accrued interest;




     (4) an expiration date (the “expiration date”) not less than 30 days or more than 60
days after the date of the offer, and a settlement date for purchase (the “purchase date”)
not more than five Business Days after the expiration date;




     (5) information concerning the business of the Company and its Subsidiaries which the
Company in good faith believes will enable the Holders to make an informed decision with
respect to the Offer to Purchase, at a minimum to include




     (A) the most recent annual and quarterly financial statements and
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” for the Company, and




     (B) a description of material developments in the Company’s business
subsequent to the date of the latest of the financial statements (including a
description of the events requiring the Company to make the Offer to Purchase);




     (6) a Holder may tender all or any portion of its Notes, subject to the requirement
that any portion of a Note tendered must be in a multiple of $1,000 principal amount at
maturity;




     (7) the place or places where Notes are to be surrendered for tender pursuant to the
Offer to Purchase;




     (8) each Holder electing to tender a Note pursuant to the offer will be required to
surrender such Note at the place or places specified in the offer prior to the close of
business on the expiration date (such Note being, if the Company or the Trustee so
requires, duly endorsed or accompanied by a duly executed written instrument of transfer);




     (9) interest on any Note not tendered, or tendered but not purchased by the Company
pursuant to the Offer to Purchase, will continue to accrue;




     (10) on the purchase date the purchase price will become due and payable on each Note
accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased
will cease to accrue on, but not including, and after the purchase date;



45









 






     (11) Holders are entitled to withdraw Notes tendered by giving notice, which must be
received by the Company or the Trustee not later than the close of business on the
expiration date, setting forth the name of the Holder, the principal amount of the
tendered Notes, the certificate number of the tendered Notes and a statement that the
Holder is withdrawing all or a portion of the tender;




     (12) (i) if Notes in an aggregate principal amount less than or equal to the purchase
amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Company
will purchase all such Notes, and (ii) if the Offer to Purchase is for less than all of
the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase
amount are tendered and not withdrawn pursuant to the offer, the Company will purchase
Notes having an aggregate principal amount equal to the purchase amount on a pro rata
basis, with adjustments so that only Notes in multiples of $1,000 principal amount will be
purchased;




     (13) if any Note is purchased in part, new Notes equal in principal amount to the
unpurchased portion of the Note will be issued; and




     (14) if any Note contains a CUSIP number, no representation is being made as to the
correctness of the CUSIP number either as printed on the Notes or as contained in the
offer and that the Holder should rely only on the other identification numbers printed on
the Notes.



     (c) Prior to the purchase date, the Company will accept tendered Notes for purchase as
required by the Offer to Purchase and deliver to the Trustee all Notes so accepted together with an
Officers’ Certificate specifying which Notes have been accepted for purchase. On the purchase date
the purchase price will become due and payable on each Note accepted for purchase, and interest on
Notes purchased will cease to accrue on, but not including, and after the purchase date. The
Trustee will promptly return to Holders any Notes not accepted for purchase and send to Holders new
Notes equal in principal amount to any unpurchased portion of any Notes accepted for purchase in
part.



     (d) The Company will comply with Rule 14e-1 under the Exchange Act and all other applicable
laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary
to permit such compliance.



ARTICLE 4

Covenants




     Section 4.01. Payment of Notes. (a) The Company agrees to pay the principal of and interest
on the Notes on the dates and in the manner provided in the Notes and the Indenture. Not later
than 10:00 A.M. (New York City time) on



46









 




the due date of any principal of or interest on any Notes, or any redemption or purchase price
of the Notes, the Company will deposit with the Trustee (or Paying Agent) money in immediately
available funds sufficient to pay such amounts, provided that if the Company or any Affiliate of
the Company 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 the Indenture. In each case the
Company 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 Company or any Affiliate of the Company) holds on that
date money designated for and sufficient to pay the installment. If the Company or any Affiliate
of the Company 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) The Company agrees to pay interest on overdue principal, and, to the extent lawful,
overdue installments of interest at 2.0% per annum higher than the rate per annum borne by the
Notes.



     (d) Payments in respect of the Notes represented by the Global Notes are to be made by wire
transfer of immediately available funds to the accounts specified by the Holders of the Global
Notes. With respect to Certificated Notes, the Company will make all payments by wire transfer of
immediately available funds to the accounts specified by the Holders thereof or, if no such account
is specified, by mailing a check to each Holder’s registered address.



     Section 4.02. Maintenance of Office or Agency. The Company will maintain an office or agency
where Notes may be surrendered for registration of transfer or exchange or for presentation for
payment and where notices and demands to or upon the Company in respect of the Notes and the
Indenture may be served. The Company hereby initially designates the Corporate Trust Office of the
Trustee as such office of the Company. The Company will 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
Company fails to maintain any such required office or agency or fails to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be made or served to
the Trustee.



     The Company may also from time to time designate one or more other offices or agencies where
the Notes may be surrendered or presented for any of such purposes and may from time to time
rescind such designations. The Company will 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.



47









 





     Section 4.03. Existence. The Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and the existence of each of its
Restricted Subsidiaries in accordance with their respective organizational documents, and the
material rights, licenses and franchises of the Company and each Restricted Subsidiary, provided
that the Company is not required to preserve any such right, license or franchise, or the existence
of any Restricted Subsidiary, if the Company shall determine that the maintenance or preservation
thereof is no longer desirable in the conduct of the business of the Company and its Restricted
Subsidiaries taken as a whole; and provided further that this Section does not prohibit any
transaction otherwise permitted by Section 4.13 or Article 5.



     Section 4.04. Payment of Taxes and other Claims. The Company will pay or discharge, and
cause each of its Restricted Subsidiaries to pay or discharge before the same become delinquent (i)
all material taxes, assessments and governmental charges levied or imposed upon the Company or any
Restricted Subsidiary or its income or profits or property, and (ii) all material lawful claims for
labor, materials and supplies that, if unpaid, might by law become a Lien upon the property of the
Company or any Restricted Subsidiary, other than any such tax, assessment, charge or claim the
amount, applicability or validity of which is being contested in good faith by appropriate
negotiations or proceedings or where the failure to effect such payment or discharge is not adverse
in any material respect to the Holders.



     Section 4.05. Maintenance of Properties and Insurance. (a) The Company will cause all
properties used or useful in the conduct of its business or the business of any of its Restricted
Subsidiaries to be maintained and kept in good condition, repair and working order as in the
judgment of the Company may be necessary so that the business of the Company and its Restricted
Subsidiaries may be properly and advantageously conducted at all times; provided that nothing in
this Section prevents the Company or any Restricted Subsidiary from discontinuing the use,
operation or maintenance of any of such properties or disposing of any of them, if such
discontinuance or disposal is, in the judgment of the Company, desirable in the conduct of the
business of the Company and its Restricted Subsidiaries taken as a whole.



     (b) Except as provided in Section 4.16, the Company will provide or cause to be provided, for
itself and its Restricted Subsidiaries, insurance (including appropriate self-insurance) against
loss or damage of the kinds customarily insured against by corporations similarly situated and
owning like properties, including, but not limited to, products liability insurance and public
liability insurance, with reputable insurers, in such amounts, with such deductibles and by such
methods as are customary for corporations similarly situated in the industry in which the Company
and its Restricted Subsidiaries are then conducting business. For the avoidance of doubt, to the
extent that that there is a conflict between this Section 4.05 and Section 4.16(a) related to the



48









 




maintenance of insurance with respect to the Satellites, the provisions of Section 4.16 (a)
shall govern in all respects.




     Section 4.06. Limitation on Debt and Disqualified or Preferred Stock. (a) The Company




     (1) will not, and will not permit any of its Restricted Subsidiaries to, Incur any
Debt; and




     (2) will not, and will not permit any Restricted Subsidiary to, Incur any
Disqualified Stock, and will not permit any of its Restricted Subsidiaries to Incur any
Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries
held by the Company or a Wholly-Owned Restricted Subsidiary, so long as it is so held);


provided that the Company or any Guarantor may Incur Debt if, on the date of the Incurrence, after
giving effect to the Incurrence and the receipt and application of the proceeds therefrom, the
Leverage Ratio is not greater than 4.5 to 1.0.




     (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any
Restricted Subsidiary may Incur the following (“Permitted Debt”):




     (1) Debt of the Company or a Guarantor pursuant to the New Credit Facilities;
provided that the aggregate principal amount at any time outstanding does not exceed
$50,000,000, less any amount of such Debt permanently repaid or commitments thereof
permanently reduced as provided under an asset sale mandatory prepayment or offer or
commitment reduction provision, and Guarantees of such Debt by any Guarantor or the
Company;




     (2) Debt of the Company or any Guarantor to the Company or any Restricted Subsidiary
so long as such Debt continues to be owed to the Company or a Guarantor, provided that if
the obligor is the Company or a Guarantor, such Debt is subordinated in right of payment
to the Notes;




     (3) Debt of the Company pursuant to the Notes (other than Additional Notes) and Debt
of any Guarantor pursuant to a Note Guarantee (including a Note Guarantee with respect to
additional Notes otherwise Incurred in accordance with the terms of this Indenture);




     (4) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of,
replacement of, or substitution for, or issued in exchange for, or the net proceeds of
which are used to repay, redeem, repurchase, refinance or refund, including by way of
defeasance, (all of the above, for purpose of this clause, “refinance”) then outstanding
Debt



49









 






in an amount not to exceed the principal amount of the Debt so refinanced, plus
premiums, fees and expenses; provided that




     (A) in case the Debt to be refinanced is subordinated in right of payment to
the Notes, the new Debt, by its terms or by the terms of any agreement or
instrument pursuant to which it is outstanding, is expressly made subordinate in
right of payment to the Notes at least to the extent that the Debt to be
refinanced is subordinated to the Notes,




     (B) the new Debt does not have a Stated Maturity prior to the Stated
Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at
least equal to the remaining Average Life of the Debt to be refinanced,




     (C) in no event may Debt of the Company or any Guarantor be refinanced
pursuant to this clause by means of any Debt of any Restricted Subsidiary that is
not a Guarantor, and




     (D) Debt Incurred pursuant to clauses (1), (2), (5), (6), (10), (11), (12)
and (13) may not be refinanced pursuant to this clause and Debt Incurred pursuant
to clause (9) may be refinanced pursuant to this clause only to the extent
provided in clause (9).




     (5) Hedging Agreements of the Company or any Restricted Subsidiary entered into in
the ordinary course of business for the purpose of limiting risks associated with the
business of the Company and its Restricted Subsidiaries and not for speculation;




     (6) Debt of the Company or any Restricted Subsidiary with respect to letters of
credit, performance bonds and bankers’ acceptances or similar instruments issued in the
ordinary course of business and not otherwise supporting Debt, including letters of credit
supporting performance, surety or appeal bonds, regulatory authorizations and licenses or
indemnification, adjustment of purchase price or similar obligations incurred in
connection with the acquisition or disposition of any business or assets;




     (7) Acquired Debt, provided that after giving effect to the Incurrence thereof, the
Company could Incur at least $1.00 of Leverage Ratio Debt;




     (8) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date
(and, for purposes of clause (4)(D), not otherwise constituting Permitted Debt);



50









 






     (9) Debt of the Company or any Restricted Subsidiary, which may include Capital
Leases, Incurred on or after the Issue Date no later than 180 days after the date of
purchase or completion of construction or improvement of property for the purpose of
financing all or any part of the purchase price or cost of construction or improvement,
provided that the sum of the aggregate outstanding amount of Debt Incurred pursuant to
this clause plus the aggregate outstanding amount of Permitted Refinancing Debt Incurred
to refinance Debt originally Incurred pursuant to this clause shall at no time exceed
$30,000,000;




     (10) up to $2,000,000 aggregate principal amount of Debt of the Company issued in
connection with the purchase, redemption, acquisition or other retirement for value of
Equity Interests of the Company held by officers, directors or employees or former
directors, officers or employees (or their estates or beneficiaries under their estates),
upon death, disability, retirement, severance or termination of employment or service or
pursuant to any agreement under which the Equity Interests were issued, provided that
payments in respect of such Debt are treated when made as Restricted Payments;




     (11) Debt of the Company or any Guarantor consisting of Guarantees of Debt of the
Company or any Guarantor Incurred under any other clause of this covenant;




     (12) DAP Debt; and




     (13) Debt of the Company or any Restricted Subsidiary Incurred on or after the Issue
Date not otherwise permitted in an aggregate principal amount at any time outstanding not
to exceed $20,000,000; provided that, in the case of any Restricted Subsidiary that is not
a Guarantor, the aggregate principal amount of such Debt at any time outstanding shall not
exceed $5,000,000.


For purposes of determining compliance with this Section 4.06, in the event that an item of
proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in
clauses (2) through (13) above, or is entitled to be incurred pursuant to clause (a) of this
Section 4.06, the Company will be permitted, in its sole discretion, to classify such item of Debt
on the date of its incurrence, or later reclassify all or a portion of such item of Debt, in any
manner that complies with this Section 4.06. The accrual of interest, the accretion or
amortization of original issue discount, the payment of interest on any Debt in the form of
additional Debt with the same terms, the reclassification of preferred stock as Debt due to a
change in accounting principles, and the payment of dividends on Disqualified Stock in the form of
additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of
Debt or an issuance of Disqualified Stock for purposes of this Section 4.06. Notwithstanding


51









 






any other provision of this covenant, the maximum amount of Debt that the Company or any Restricted
Subsidiary may incur pursuant to this Section 4.06 shall not be deemed to be exceeded solely as a
result of fluctuations in exchange rates or currency values.




     Section 4.07. Limitation on Restricted Payments. (a) The Company will not, and will not
permit any Restricted Subsidiary to, directly or indirectly (the payments and other actions
described in the following clauses being collectively “Restricted Payments”):




     (i) declare or pay any dividend or make any distribution on its Equity Interests
(other than dividends or distributions paid in the Company’s Qualified Equity Interests)
held by Persons other than the Company or any of its Wholly Owned Restricted Subsidiaries;




     (ii) purchase, redeem or otherwise acquire or retire for value any Equity Interests
of the Company or any Restricted Subsidiary held by Persons other than the Company or any
of its Wholly Owned Restricted Subsidiaries;




     (iii) repay, redeem, repurchase, defease or otherwise acquire or retire for value, or
make any payment on or with respect to, any Subordinated Debt except a payment of interest
or principal at Stated Maturity; or




     (iv) make any Investment other than a Permitted Investment;


unless, at the time of, and after giving effect to, the proposed Restricted Payment:





     (1) no Default has occurred and is continuing,




     (2) the Company could Incur at least $1.00 of Leverage Ratio Debt, and




     (3) the aggregate amount expended for all Restricted Payments made on or after the
Issue Date would not, subject to paragraph (c), exceed the sum of




     (A) (x) 100% of the aggregate amount of EBITDA (or, if EBITDA is a loss,
minus 100% of the amount of the loss) accrued on a cumulative basis during the
period, taken as one accounting period, less 140% of cumulative Fixed Charges
for such period, beginning the quarter ended after the second anniversary of the
Issue Date and ending on the last day of the Company’s most recently completed
fiscal quarter for which financial statements have been provided (or if not
timely provided, required to be provided) pursuant to the Indenture, plus



52









 






     (B) subject to paragraph (c), the aggregate net cash proceeds received by
the Company (other than from a Subsidiary) after the Issue Date from the
issuance and sale of its Qualified Equity Interests, including by way of
issuance of its Disqualified Equity Interests or Debt to the extent since
converted into Qualified Equity Interests of the Company, plus




     (C) an amount equal to the sum, for all Unrestricted Subsidiaries, of the
following:




     (x) the cash return, after the Issue Date, on Investments in an
Unrestricted Subsidiary made after the Issue Date pursuant to this
paragraph (a) as a result of any sale for cash, repayment,
redemption, liquidating distribution or other cash realization (not
included in Consolidated Net Income), plus




     (y) the portion (proportionate to the Company’s equity interest
in such Subsidiary) of the fair market value of the assets less
liabilities of an Unrestricted Subsidiary at the time such
Unrestricted Subsidiary is designated a Restricted Subsidiary,




not to exceed, in the case of any Unrestricted Subsidiary, the amount of
Investments made after the Issue Date by the Company and its Restricted
Subsidiaries in such Unrestricted Subsidiary pursuant to this paragraph (a), plus




     (D) the cash return, after the Issue Date, on any other Investment made
after the Issue Date pursuant to this paragraph (a), 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 such Investment so made.



     The amount expended in any Restricted Payment, if other than in cash, will be deemed to be the
Fair Market Value of the relevant non-cash assets.



     (b) The foregoing will not prohibit:




     (1) the payment of any dividend within 60 days after the date of declaration thereof
if, at the date of declaration, such payment would comply with paragraph (a);




     (2) dividends or distributions by a Restricted Subsidiary payable, on a pro rata
basis or on a basis more favorable to the Company,



53









 







to all holders of any class of Capital Stock of such Restricted Subsidiary a majority
of which is held, directly or indirectly through Restricted Subsidiaries, by the Company;




     (3) the repayment, redemption, repurchase, defeasance or other acquisition or
retirement for value of Subordinated Debt with the proceeds of, or in exchange for,
Permitted Refinancing Debt;




     (4) the purchase, redemption or other acquisition or retirement for value of Equity
Interests of the Company or any Restricted Subsidiary in exchange for, or out of the
proceeds of a substantially concurrent offering of, Qualified Equity Interests of the
Company;




     (5) the repayment, redemption, repurchase, defeasance or other acquisition or
retirement of Subordinated Debt of the Company in exchange for, or out of the proceeds of,
a substantially concurrent offering of, Qualified Equity Interests of the Company;




     (6) any Investment made in exchange for, or out of the net cash proceeds of, a
substantially concurrent offering of Qualified Equity Interests of the Company;




     (7) the purchase, redemption or other acquisition or retirement for value of Equity
Interests of the Company held by officers, directors or employees or former officers,
directors or employees (or their estates or beneficiaries under their estates), upon
death, disability, retirement, severance or termination of employment or pursuant to any
agreement under which the Equity Interests were issued; provided that the aggregate cash
consideration paid therefor in any twelve-month period after the Issue Date does not
exceed an aggregate amount of $2,000,000 (with unused amounts in any twelve-month period
being carried over to succeeding twelve-month periods subject to a maximum of $5,000,000
in any calendar year);




     (8) the payment of cash dividends (i) on any Preferred Stock of the Company issued
after the Issue Date or (ii) (without duplication) on any Disqualified Stock of the
Company or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary Incurred
after the Issue Date in compliance with Section 4.06;




     (9) subsequent to the second anniversary of the Issue Date, following an initial
public offering of Common Stock of the Company, payment of cash dividends on any Common
Stock of the Company not to exceed, on a per annum basis, 6% of the net cash proceeds
received by the Company from such initial public offering;



54









 






     (10) Restricted Payments made in connection with and substantially simultaneously
with the consummation of the Transactions;




     (11) the repurchase of Equity Interests deemed to occur upon the exercise of stock
options to the extent such Equity Interests represent a portion of the exercise price of
those stock options;




     (12) the purchase by the Company of fractional shares arising out of stock dividends,
splits or combinations or business combinations; and




     (13) other Restricted Payments not to exceed $10,000,000 in the aggregate.


provided that, in the case of clauses (8) and (9) no Default has occurred and is continuing or
would occur as a result thereof.




     (c) Proceeds of the issuance of Qualified Equity Interests will be included under clause (3)
of paragraph (a) only to the extent they are not applied as described in clause (4), (5) or (6) of
paragraph (b). Restricted Payments permitted pursuant to clause (2), (3), (4), (5), (6), (8),
(10), (11), (12) and (13) will not be included in making the calculations under clause (3) of
paragraph (a).



     Section 4.08. Limitation on Liens. The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, incur or permit to exist any Lien of any nature whatsoever
on any Collateral, whether owned at the Issue Date or thereafter acquired, other than Permitted
Liens.



     Section 4.09. Limitation on Sale and Leaseback Transactions. The Company will not, and will
not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect
to any property or asset unless




     (1) the Company or the Restricted Subsidiary would be entitled to




     (A) Incur Debt in an amount equal to the Attributable Debt with respect to
such Sale and Leaseback Transaction pursuant to Section 4.06, and




     (B) create a Lien on such property or asset securing such Attributable Debt
without equally and ratably securing the Notes pursuant to Section 4.08,




in which case, the corresponding Debt and Lien will be deemed incurred pursuant to those
provisions, and




     (2) the Company complies with Section 4.13 in respect of such transaction.



55









 





     Section 4.10. Limitation on Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries. (a) Except as provided in paragraph (b), the Company will not, and will not permit
any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any
consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to




     (1) pay dividends or make any other distributions on any Equity Interests of the
Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,




     (2) pay any Debt or other obligation owed to the Company or any other Restricted
Subsidiary,




     (3) make loans or advances to the Company or any other Restricted Subsidiary, or




     (4) transfer any of its property or assets to the Company or any other Restricted
Subsidiary.



     (b) The provisions of paragraph (a) do not apply to any encumbrances or restrictions




     (1) (i) existing on the Issue Date in the Indenture or any other agreements in effect
on the Issue Date; or (ii) imposed pursuant to an indenture, credit facility or similar
agreement governing Shared Collateral Debt;




     (2) existing




     (A) with respect to any Person, or to the property or assets of any Person,
at the time the Person is acquired by the Company or any Restricted Subsidiary,
or




     (B) with respect to any Unrestricted Subsidiary at the time it is designated
or is deemed to become a Restricted Subsidiary,




which encumbrances or restrictions are not applicable to any other Person or the property
or assets of any other Person;




     (3) of the type described in clause (a)(4) arising or agreed to in the ordinary
course of business (i) that restrict in a customary manner the subletting, assignment or
transfer of any property or asset that is subject to a lease or license or (ii) by virtue
of any Lien on, or agreement to transfer, option or similar right with respect to any
property or assets of, the Company or any Restricted Subsidiary;



56









 






     (4) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that
has been entered into for the sale or disposition of all or substantially all of the
Capital Stock of, or property and assets of, the Restricted Subsidiary that is permitted
by Section 4.13;




     (5) required pursuant to the Indenture, the Notes or the Note Guarantees or the
Security Agreements;




     (6) provisions limiting the disposition or distribution of assets or property in
asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar
agreements, which limitation is applicable only to the assets that are the subject of such
agreements;




     (7) customary provisions in joint venture agreements and other similar agreements,
relating solely to the relevant joint venture or other similar arrangement;




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




     (9) applicable law, rule, regulation, order, approval, license, permit or similar
restriction;




     (10) Permitted Liens that limit the right of the debtor to dispose of the assets
subject to such Liens; or




     (11) any encumbrances or restrictions imposed by any extensions, renewals,
replacements, amendments or refinancings of the contracts, instruments or obligations
referred to above in clauses (1) through (10); provided that such extensions, renewals,
replacements, amendments or refinancings are not more restrictive, with respect to
encumbrances or restrictions set forth in clause (a) above, taken as a whole, than such
encumbrances and restrictions prior to such amendment or refinancing (as determined by the
Company in good faith).



     Section 4.11. Guarantees by Restricted Subsidiaries. If the Company or any of its Restricted
Subsidiaries acquires or creates a Domestic Restricted Subsidiary after the date of the Indenture,
the new Domestic Restricted Subsidiary must provide a Note Guarantee within 30 days after the date
on which it is acquired or created.



     A Restricted Subsidiary required to provide a Note Guarantee shall execute a supplemental
Indenture in the form of Exhibit B, and deliver an Opinion of Counsel to the Trustee to the effect
that the supplemental Indenture has been duly authorized, executed and delivered by the Restricted
Subsidiary and



57









 




constitutes a valid and binding obligation of the Restricted Subsidiary, enforceable against
the Restricted Subsidiary in accordance with its terms (subject to customary exceptions).




     Section 4.12. Repurchase of Notes Upon a Change of Control. (a) Not later than 30 days
following a Change of Control, the Company will make an Offer to Purchase all outstanding Notes at
a purchase price equal to 101% of the Accreted Value thereof plus accrued interest to, but not
including, the date of purchase.



     (b) The Company will not be required to make an Offer to Purchase upon a Change of Control if
(1) a third party makes the Offer to Purchase in the manner, at the times and otherwise in
compliance with the requirements set forth in the Indenture applicable to an Offer to Purchase made
by the Company and purchases all Notes properly tendered and not withdrawn under the Offer to
Purchase, or (2) notice of redemption has been given pursuant to the Indenture as described under
Section 3.01, unless and until there is a default in payment of the applicable redemption price.
An Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of
Control, if a definitive agreement is in place for the Change of Control at the time of making of
the Offer to Purchase.



     Section 4.13. Limitation on Asset Sales. The Company will not, and will not permit any
Restricted Subsidiary to, make any Asset Sale unless the following conditions are met:



     (a) In the case of an Asset Sale of Collateral:




     (1) The Asset Sale is for Fair Market Value.




     (2) At least 75% of the consideration consists of cash received at closing; provided
that all consideration received, whether cash or non-cash, is pledged as Collateral under
the Security Documents substantially simultaneously with such an Asset Sale, in accordance
with and as required by the requirements set forth in Article 11. (For purposes of this
clause (a)(2), (i) the assumption by the purchaser of Debt or other obligations (other
than Subordinated Debt) of the Company or a Restricted Subsidiary pursuant to a customary
novation agreement, (ii) instruments or securities received from the purchaser that are
promptly, but in any event within 90 days of the closing, converted by the Company to
cash, to the extent of the cash actually so received, and (iii) any stock or assets of the
kind referred to in clause (a)(4) of this Section 4.13 shall, in each case, be considered
cash received at closing.)




     (3) The Asset Sale satisfies the requirements described under Article 11.



58









 






     (4) Within 360 days after the receipt of any Net Cash Proceeds from the Asset Sale,
the Net Cash Proceeds may be used to




     (i) permanently repay any Shared Collateral Debt of the Company or a
Guarantor (and in the case of a revolving credit, permanently reduce the
commitment thereunder by such amount) that is required by its terms to be repaid
with the Net Cash Proceeds from any Asset Sale of Collateral, in each case owing
to a Person other than the Company or any Restricted Subsidiary; provided that a
portion of such Net Cash Proceeds equal to




     (x) the Net Cash Proceeds of the Asset Sale, multiplied by




     (y) a fraction (I) the numerator of which is equal to the
outstanding Accreted Value of the Notes and (II) the denominator of
which is equal to the sum of the outstanding Accreted Value of the Notes
and the aggregate outstanding principal amount of all other Shared
Collateral Debt (determined at the accreted amount thereof, in the case
of any such Debt issued with an original issue discount) required by its
terms to be repaid with the Net Cash Proceeds from the Asset Sale,




will be applied (A) in accordance with clause (a)(4)(ii) below or (B) to make an
Offer to Purchase Notes in accordance with clause (a)(5) below, or




     (ii) acquire all or substantially all of the assets of a Permitted Business,
or a majority of the Voting Stock of another Person that thereupon becomes a
Restricted Subsidiary engaged in a Permitted Business, or to make capital
expenditures or otherwise acquire long-term assets that are to be used in a
Permitted Business, or to enter into a binding commitment for the construction or
improvement of any such assets with a good faith expectation that such Net Cash
Proceeds will be applied within 360 days thereafter to satisfy such commitment;
provided that the assets (including any Capital Stock) acquired with the Net Cash
Proceeds thereof are pledged upon acquisition thereof as Collateral under the
Security Documents, in accordance with and as required by the requirements set
forth in Article 11 and the Security Documents and held by the Company pending
application otherwise in accordance with this Section 4.13.




     (5) The Net Cash Proceeds of the Asset Sale that are not applied pursuant to clause
(a)(4) within 360 days of the Asset Sale shall constitute



59









 






“Excess Proceeds.” Excess Proceeds of less than $30,000,000 will be carried forward
and accumulated. When accumulated Excess Proceeds equals or exceeds $30,000,000, the
Company must, within 30 days, make an Offer to Purchase Notes having an Accreted Value
equal to:




     (i) accumulated Excess Proceeds, multiplied by




     (ii) a fraction (x) the numerator of which is equal to the outstanding
Accreted Value of the Notes and (y) the denominator of which is equal to the sum
of the outstanding Accreted Value of the Notes and the aggregate outstanding
principal amount of all other Shared Collateral Debt (determined at the accreted
amount thereof, in the case of any such Debt issued with an original issue
discount) that is similarly required to be repaid, redeemed or tendered for in
connection with such Asset Sale and which has not been repaid, redeemed or
tendered for in accordance with clause (a)(4)(i) above;




rounded down to the nearest $1,000.




     (6) Any Net Cash Proceeds from Asset Sales that have not otherwise been applied
pursuant to clause (a)(4) or (a)(5) above in excess of $10,000,000 in the aggregate shall
be deposited with the Collateral Agent and held in a collateral account as Collateral
pending application pursuant to clause (a)(4) or (a)(5) above, and, in the case of clause
(a)(5), released to the Company or the relevant Guarantor if remaining after consummation
of the Offer to Purchase.



     (b) In the case of an Asset Sale of assets that do not constitute Collateral:




     (1) The Asset Sale is for Fair Market Value.




     (2) At least 75% of the consideration consists of cash received at closing. (For
purposes of this clause (b)(2), (i) the assumption by the purchaser of Debt or other
obligations (other than Subordinated Debt) of the Company or a Restricted Subsidiary
pursuant to a customary novation agreement, (ii) instruments or securities received from
the purchaser that are promptly, but in any event within 90 days of the closing, converted
by the Company to cash, to the extent of the cash actually so received, and (iii) any
stock or assets of the kind referred to clause (b)(3)(ii) of this covenant shall, in each
case, be considered cash received at closing.)




     (3) Within 360 days after the receipt of the Net Cash Proceeds from an Asset Sale,
the Net Cash Proceeds may be used



60









 






     (i) to permanently repay Senior Debt of the Company or a Guarantor or any
Debt of a Restricted Subsidiary that is not a Guarantor (and in the case of a
revolving credit, permanently reduce the commitment thereunder by such amount),
in each case owing to a Person other than the Company or any Restricted
Subsidiary, or




     (ii) to acquire all or substantially all of the assets of a Permitted
Business, or a majority of the Voting Stock of another Person that thereupon
becomes a Restricted Subsidiary engaged in a Permitted Business, or to make
capital expenditures or otherwise acquire long-term assets that are to be used in
a Permitted Business; provided that, in the case of this clause (b)(3)(ii), a
binding commitment shall be treated as a permitted application of the Net Cash
Proceeds from the date of such commitment so long as the Company or such other
Restricted Subsidiary enters into such commitment with the good faith expectation
that such Net Cash Proceeds will be applied to satisfy such commitment.




     (4) The Net Cash Proceeds of the Asset Sale not applied pursuant to clause (b)(3)
within 360 days of the Asset Sale constitute “Excess Proceeds.” Excess Proceeds of less
than $30,000,000 will be carried forward and accumulated. When accumulated Excess
Proceeds equals or exceeds $30,000,000, the Company must, within 30 days, make an Offer to
Purchase Notes having an Accreted Value equal to:




     (i) accumulated Excess Proceeds, multiplied by




     (ii) a fraction (x) the numerator of which is equal to the outstanding
Accreted Value of the Notes and (y) the denominator of which is equal to the sum
of the outstanding Accreted Value of the Notes and the aggregate outstanding
principal amount of all other Debt (determined at the accreted amount thereof, in
the case of any such Debt issued with an original issue discount) that is
similarly required to be repaid, redeemed or tendered for in connection with such
Asset Sale;


rounded down to the nearest $1,000.




     (c) Notwithstanding anything else set forth in this section, neither the Company nor any
Restricted Subsidiary shall dispose of any Satellite, other than (i) a deemed disposal through an
Event of Loss or (ii) in connection with a transaction that is permitted under Article 5.



     (d) In connection with any Offer to Purchase Notes under this section, the purchase price for
the Notes will be 100% of the Accreted Value thereof plus



61









 




accrued interest to, but not including, the date of purchase. If the Offer to Purchase is for
less than all of the outstanding Notes and Notes in an aggregate Accreted Value in excess of the
purchase amount are tendered and not withdrawn pursuant to the offer, the Company will purchase
Notes having an aggregate Accreted Value equal to the purchase amount on a pro rata basis, with
adjustments so that only Notes in multiples of $1,000 Accreted Value will be purchased. Upon
completion of the Offer to Purchase, Excess Proceeds will be reset at zero, and any Excess Proceeds
remaining after consummation of the Offer to Purchase may be used for any purpose not otherwise
prohibited by the Indenture.




     Section 4.14. Limitation on Transactions with Affiliates. (a) The Company will not, and will
not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any
transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of
property or assets, or the rendering of any service) with any Affiliate of the Company or any
Restricted Subsidiary (a “Related Party Transaction”), except upon fair and reasonable terms no
less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable
arm’s-length transaction with a Person that is not an Affiliate of the Company.



     (b) Any Related Party Transaction or series of Related Party Transactions must first be
approved by (i) a responsible officer of the Company, if their aggregate value is equal to or less
than $5,000,000 or (ii) a majority of the Board of Directors who are disinterested in the subject
matter of the transaction pursuant to a Board Resolution delivered to the Trustee, if their
aggregate value is in excess of $5,000,000 but less than $30,000,000. Prior to entering into any
Related Party Transaction or series of Related Party Transactions with an aggregate value equal to
or in excess of $30,000,000, the Company must obtain and deliver to the Trustee a favorable written
opinion from a nationally recognized investment banking firm as to the fairness of the transaction
to the Company and its Restricted Subsidiaries from a financial point of view.



     (c) The foregoing paragraphs do not apply to




     (1) any transaction between the Company and any Guarantor or between Guarantors of
the Company;




     (2) the payment of reasonable and customary regular fees to directors of the Company
who are not employees of the Company;




     (3) any Restricted Payments of a type described in paragraphs (a)(i) and (a)(ii)
under Section 4.07 if permitted by that covenant or any Permitted Investment;



62









 






     (4) transactions or payments pursuant to any employee, officer or director
compensation, benefit plans, employment agreements, indemnification agreements or any
similar arrangements entered into in the ordinary course of business or approved in good
faith by the Board of Directors of the Company;




     (5) transactions pursuant to any contract or agreement in effect on the date of the
Indenture, as amended, modified or replaced from time to time so long as the amended,
modified or new agreements, taken as a whole, are no less favorable to the Company and its
Restricted Subsidiaries than those in effect on the date of the Indenture;




     (6) the consummation of other transactions contemplated by the Transaction, including
the repayment of existing Debt and the payment of fees in connection therewith;




     (7) the payment of the fees to Morgan Stanley & Co. Incorporated and its affiliates
for financial, consulting, underwriting or other services not exceeding the then usual and
customary fees of Morgan Stanley & Co. Incorporated and its affiliates for similar
services; and




     (8) (a) transactions with customers, clients, suppliers, or purchasers or sellers of
goods and services, in each case in the ordinary course of business, including in
connection with the construction, launch or operation of a Satellite, and otherwise not
prohibited by the Indenture that are fair to the Company and its Restricted Subsidiaries
(as determined by the Company in good faith) or are on terms at least as favorable as
might reasonably have been obtained at such time from an unaffiliated party (as determined
by the Company in good faith) and (b) transactions in the ordinary course with (i)
Unrestricted Subsidiaries or (ii) joint ventures in which the Company or a Subsidiary of
the Company holds or acquires an ownership interest (whether by way of Capital Stock or
otherwise) so long as the terms of any such transactions are no less favorable to the
Company or Subsidiary participating in such joint ventures than they are to other joint
venture partners.


     Section 4.15. Line of Business. The Company will not, and will not permit any of its
Restricted Subsidiaries, to engage in any business other than a Permitted Business, except to an
extent that so doing would not be material to the Company and its Restricted Subsidiaries, taken as
a whole.




     Section 4.16. Maintenance of Satellite Insurance; Events of Loss.



     (a) Required Insurance. (1) From the Issue Date, and at all times thereafter until the first
anniversary of the launch of WorldView-2 the Company



63









 




will (and will cause its Restricted Subsidiaries to) maintain and keep in full force and
effect:





     (i) with respect to WorldView-2, launch insurance covering the launch of
WorldView-2 and one year thereafter, for total coverage, calculated after giving
effect to the payment of any deductibles, in an amount equal to at least $275.0
million; provided that if the Board of Directors determines in good faith that,
after use by the Company of reasonable commercial efforts, insurance in an amount
at least equal to $275.0 million is not available at commercially reasonable cost
and terms due to a departure of any member of the insurance syndicate for any
reason and the Company cannot replace such syndicate member after using
commercially reasonable means, then the Company shall obtain and maintain such
insurance at such lesser amount as is equal to the highest amount so available on
commercially reasonable terms. At least once in every fiscal year after the
Board of Directors shall have made any determination pursuant to the proviso in
the immediately preceding sentence, the Company shall use reasonable commercial
efforts to determine (and the Board of Directors shall consider the results of
such efforts) whether higher amounts of such insurance are so available on
commercially reasonable terms, and, if so, shall obtain such higher amount,
subject in any event to the first sentence of this clause (1)(i); and




     (ii) with respect to WorldView-1, In-Orbit Insurance for total coverage,
calculated after giving effect to the payment of any deductibles, in an amount
equal to at least $250.0 million; provided that if the Board of Directors
determines in good faith that, after use by the Company of reasonable commercial
efforts, insurance in an amount at least equal to $250.0 million is not available
at commercially reasonable cost and terms, then the Company shall obtain and
maintain such insurance at such lesser amount as is equal to the highest amount
so available on commercially reasonable terms. At least once in every fiscal
year after the Board of Directors shall have made any determination pursuant to
the proviso in the immediately preceding sentence, the Company shall use
reasonable commercial efforts to determine (and the Board of Directors shall
consider the results of such efforts) whether higher amounts of such insurance
are so available on commercially reasonable terms, and, if so, shall obtain such
higher amount, subject in any event to the first sentence of this clause (1)(ii).




     (2) After the first anniversary of the launch of WorldView-2, the Company will (and
will cause its Restricted Subsidiaries to) obtain,



64









 






and at all times thereafter will maintain and keep in full force and effect, In-Orbit
Insurance for total coverage of all of the Company’s 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 Company’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
good faith that, after use by the Company of reasonable commercial efforts, insurance in
the amount at least equal to the lesser of (x) and (y) above is not available at
commercially reasonable cost and terms, then the Company shall obtain and maintain such
insurance at such lesser amount as is equal to the highest amount so available on
commercially reasonable terms. At least once in every fiscal year after the Board of
Directors shall have made any determination pursuant to the proviso in the immediately
preceding sentence, the Company shall use reasonable commercial efforts to determine (and
the Board of Directors shall consider the results of such efforts) whether higher amounts
of such insurance are so available on commercially reasonable terms, and, if so, shall
obtain such higher amount, subject in any event to the lesser of (x) and (y) in the
preceding sentence.




     (3) As soon as practicable after the Issue Date, the insurance required by this
Section 4.16(a) shall name the Trustee on behalf of the Holders as additional named
insured and loss payee.




     (4) No later than the date on which the Company or any Restricted Subsidiary is
required to obtain insurance pursuant to this covenant, the Company 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 Company and the applicable Restricted
Subsidiary, complies with the requirements of the Indenture. In addition, the Company will
cause to be delivered to the Trustee no less than once each year on or before May 1
(beginning May 1, 2010) an insurance certificate setting forth the amount of insurance
then carried, which insurance certificate shall entitle the Trustee on behalf of the
holders of the Notes to receive (i) notice, when delivered by or on behalf of the Company
or any of its Subsidiaries, (ii) when delivered by or on behalf of any insurance carrier
or broker, any claim under any such insurance policy and any notice received from the
relevant insurance carrier (including notices of disputed coverage and proposed
cancelation of any policy or portion thereof) and (iii) at least 30 days’ notice from the
provider of such insurance prior to the cancellation of any such insurance an Officers’
Certificate that complies with the first sentence of this paragraph. The Company will also
deliver to the Trustee no less than once each fiscal



65









 







quarter an Officers’ Certificate in accordance with the requirements of the Indenture
certifying as to the Company’s compliance with this covenant.




     (5) In the event that the Company or its Restricted Subsidiaries receive proceeds
from any insurance covering a Satellite, all Event of Loss Proceeds in respect of such
Event of Loss shall be applied in the manner provided for in Section 4.16(b).



     (b) Events of Loss. (1) Prior to First Anniversary of WorldView-2 Launch. (i) Within 30 days
after the receipt of any Event of Loss Proceeds in excess of $15,000,000 received as a result of an
Event of Loss relating to Satellites and occurring not later than the first anniversary of the
launch of WorldView-2 (including prior to its launch), the Company will be required to make an
Offer to Purchase Notes having an Accreted Value equal to




     (A) the Event of Loss Proceeds, multiplied by




     (B) a fraction (x) the numerator of which is equal to the
outstanding Accreted Value of the Notes and (y) the denominator of which
is equal to the outstanding Accreted Value of the Notes and the
aggregate outstanding principal amount of all other Shared Collateral
Debt (determined at the accreted amount thereof, in the case of any such
Debt issued with an original issue discount) required to be the subject
of any such Offer to Purchase,




rounded down to the nearest $1,000. The purchase price for the Notes will be 100% of the
Accreted Value thereof plus accrued interest to the date of purchase. If the Offer to
Purchase is for less than all of the outstanding Notes and Notes in an aggregate Accreted
Value in excess of the purchase amount are tendered and not withdrawn pursuant to the
offer, the Company will purchase Notes having an aggregate Accreted Value equal to the
purchase amount on a pro rata basis, with adjustments so that only Notes in multiples of
$1,000 Accreted Value will be purchased.




     (ii) Any Event of Loss Proceeds remaining after completion of such Offer to
Purchase shall be used to acquire, directly or through the Capital Stock of a
Person that becomes a Restricted Subsidiary and Guarantor, one or more Satellites
and/or other long-term assets in a Permitted Business, provided that such
Satellites and/or substantially all other such long-term assets are pledged upon
acquisition thereof as Collateral (collectively, “Substitute Collateral”) under
the Security Documents on terms no less favorable in the aggregate than the terms
on which the Collateral is pledged on the Issue Date, in accordance with the
requirements set forth in the Indenture. Pending the final application of any
Event



66









 







of Loss Proceeds remaining after completion of such Offer to Purchase, the
Company or the Restricted Subsidiary may invest the Event of Loss Proceeds in any
manner that is not prohibited by the Indenture.




     (2) After First Anniversary of WorldView-2 Launch. (i) Within 360 days after the
receipt of any Event of Loss Proceeds in excess of $15,000,000 received as a result of an
Event of Loss occurring after the first anniversary of the launch of WorldView-2, such
Event of Loss Proceeds may be used to:




     (A) acquire Substitute Collateral, or enter into a binding
commitment to acquire (including through one or more construction
contracts) one or more Satellites that will be Substitute Collateral,
provided that a binding commitment shall be treated as a permitted
application of the Event of Loss Proceeds from the date of such
commitment so long as the Company or such other Restricted Subsidiary
enters into such commitment with the good faith expectation that such
Event of Loss Proceeds will be applied to satisfy such commitment;
and/or




     (B) to the extent of any Event of Loss Proceeds not applied
pursuant to clause (1), make an Offer to Purchase Notes with all of such
remaining Event of Loss Proceeds in accordance with the first paragraph
of Section 4.16(b) above.




     (ii) Upon completion of the Offer to Purchase, Event of Loss Proceeds will
be reset at zero, and any Event of Loss Proceeds remaining after consummation of
the Offer to Purchase may be used for any purpose not otherwise prohibited by the
Indenture.




     (3) Pending application of any Event of Loss Proceeds, such Event of Loss Proceeds
will be deposited with the Collateral Agent or the Trustee, as the case may be, and held
as Collateral (subject to release upon such application in accordance with the terms of
the Indenture) in a collateral account maintained by the Collateral Agent on terms and
pursuant to documentation reasonably satisfactory to the Collateral Agent, which documents
shall be Security Documents for all purposes.




     (4) To the extent that the provisions of any securities laws or regulations conflict
with this Section 4.16(b), the Company will comply with the applicable securities laws and
regulations and will not be deemed



67









 







to have breached its obligations under this Section 4.16(b) by virtue of such
conflict.



     Section 4.17. Designation Of Restricted And Unrestricted Subsidiaries.



     (a) The Board of Directors may designate any Subsidiary, including a newly acquired or created
Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications and the
designation would not cause a Default.




     (1) Such Subsidiary does not own any Capital Stock of the Company or any Restricted
Subsidiary.




     (2) The Company would be permitted to make an investment at the time of the
designation in an amount equal to the aggregate Fair Market Value of all investments of
the Company or its Restricted Subsidiaries in such Subsidiary.




     (3) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee
or other credit support thereof by the Company or any Restricted Subsidiary is permitted
under Sections 4.06 and 4.07.




     (4) Except as permitted by Section 4.14, the Subsidiary is not a party to any
agreement, contract, arrangement or understanding with the Company or any Restricted
Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or
understanding are not less favorable to the Company or such Restricted Subsidiary than
those that could be obtained in a comparable arm’s length transaction with a Person that
is not an Affiliate of the Company.




     (5) Neither the Company nor any Restricted Subsidiary has any obligation to subscribe
for additional Equity Interests of the Subsidiary or to maintain or preserve its financial
condition or cause it to achieve specified levels of operating results except to the
extent permitted by Sections 4.06 and 4.07.


Once so designated the Subsidiary will remain an Unrestricted Subsidiary, subject to paragraph
(b).




     (b) (1) A Subsidiary previously designated an Unrestricted Subsidiary which fails to meet the
qualifications set forth in paragraph (a) will be deemed to become at that time a Restricted
Subsidiary, subject to the consequences set forth in paragraph (d).




     (2) The Board of Directors may designate an Unrestricted Subsidiary to be a
Restricted Subsidiary if the designation would not cause a Default.



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     (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary,




     (1) all existing Investments of the Company and the Restricted Subsidiaries therein
(valued at the Company’s proportional share of the Fair Market Value of its assets less
liabilities) will be deemed made at that time;




     (2) all existing Capital Stock or Debt of the Company or a Restricted Subsidiary held
by it will be deemed Incurred at that time, and all Liens on property of the Company or a
Restricted Subsidiary held by it will be deemed incurred at that time;




     (3) all existing transactions between it and the Company or any Restricted Subsidiary
will be deemed entered into at that time;




     (4) it is released at that time from its Note Guarantee, if any; and




     (5) it will cease to be subject to the provisions of the Indenture as a Restricted
Subsidiary.



     (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted
Subsidiary,




     (1) all of its Debt and Disqualified or Preferred Stock will be deemed Incurred at
that time for purposes of Section 4.06, but will not be considered the sale or issuance
of Equity Interests for purposes of Section 4.13;




     (2) Investments therein previously charged under Section 4.07 will be credited
thereunder;




     (3) it may be required to issue a Note Guarantee pursuant to Section 4.11; and




     (4) it will thenceforward be subject to the provisions of the Indenture as a
Restricted Subsidiary.



     (e) Any designation by the Board of Directors of a Subsidiary as a Restricted Subsidiary or
Unrestricted Subsidiary will be evidenced to the Trustee by promptly filing with the Trustee a copy
of the Board Resolution giving effect to the designation and an Officer’s Certificate certifying
that the designation complied with the foregoing provisions.



     Section 4.18. Financial Reports. (a) Whether or not the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company must provide the Trustee
within the time periods specified in those



69









 




sections for a registrant that is not an accelerated filer or a large accelerated filer with





     (1) all quarterly and annual financial information that would be required to be
contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were
required to file such forms, including a “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and, with respect to annual information
only, a report thereon by the Company’s certified independent accountants, and




     (2) all current reports that would be required to be filed with the Commission on
Form 8-K if the Company were required to file such reports provided, however, that no such
current report will be required to be furnished if the Company determines in its good
faith judgment that such event is not material to Holders or the business, assets,
operations, financial positions or prospects of the Company and its Restricted
Subsidiaries, taken as a whole,




provided, further, that to the extent the Company is not subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act:




     (i) Sarbanes-Oxley. No certifications or attestations concerning the financial
statements or disclosure controls and procedures or internal controls that would otherwise
be required pursuant to the Sarbanes-Oxley Act of 2002 will be required (provided further,
however, that nothing contained in the terms herein shall otherwise require the Company to
comply with the terms of the Sarbanes-Oxley Act of 2002 at any time when it would not
otherwise be subject to such statute);




     (ii) Financial Statements of Acquired Entities. The financial statements required of
acquired businesses will be limited to the financial statements (in whatever form) that
the Company receives in connection with the acquisition, and whether or not audited;




     (iii) Financial Statements of Unconsolidated Entities. No financial statements of
unconsolidated entities will be required;




     (iv) Supplemental Schedules. The schedules identified in Section 5-04 of Regulation
S-X under the Securities Act will not be required;




     (v) Item 402 of Regulation S-K. The Company may limit the information disclosed in
such reports in respect of Item 402 of Regulation S-K under the Securities Act to the
information identified in Item 402 that is included in the offering memorandum relating to
the sale of the Initial Notes (which disclosure regarding such types of information shall
be presented in a manner consistent in all material respects with the



70









 







disclosure contained in the offering memorandum relating to the sale of the Initial
Notes);




     (vi) Non-GAAP Financial Measures. Compliance with the requirements of Item 10(e) of
Regulation S-K and Regulation G will not be required; and




     (vii) Exhibits. No exhibits pursuant to Item 601 of Regulation S-K under the
Securities Act (other than in respect of material agreements governing Indebtedness) will
be required.



     In addition, whether or not required by the Commission, the Company will, after the
effectiveness of an Exchange Offer Registration Statement or Shelf Registration Statement, if the
Commission will accept the filing, file a copy of all of the information and reports referred to in
clauses (1) and (2) with the Commission for public availability within the time periods specified
in the Commission’s rules and regulations, except to the extent the Company shall not be required
by the Commission to file such information and reports, in which case the Company shall be
obligated to file such information and reports within the time periods specified in paragraph (a).
In addition, the Company will make the information and reports available to securities analysts and
prospective investors upon request. If the Company had any Unrestricted Subsidiaries during the
relevant period, the Company will also provide to the Trustees and the Noteholders information
sufficient to ascertain the financial condition and results of operations of the Company and its
Restricted Subsidiaries, accounting for the Unrestricted Subsidiaries under the equity method of
accounting.



     For so long as any of the Notes remain outstanding and constitute “restricted securities”
under Rule 144, the Company will furnish to the Holders of the Notes and prospective investors,
upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.



     (b) All obligors on the Notes will comply with Section 314(a) of the Trust Indenture Act
following qualification of this Indenture pursuant to the Trust Indenture Act.



     (c) Delivery of these reports and information to the Trustee is for informational purposes
only and the Trustee’s receipt of them will not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates).



     Section 4.19. Further Assurances; Collateral Inspections and Reports; Costs and
Indemnification.



71









 





     (a) The Company and each of the Guarantors will make, execute, endorse, acknowledge, file,
record, register and/or deliver such agreements, documents, instruments, and further assurances
(including, without limitation, Uniform Commercial Code financing statements, mortgages, deeds of
trust, vouchers, invoices, schedules, confirmatory assignments, conveyances, transfer endorsements,
powers of attorney, certificates, real property surveys, reports, landlord waivers, bailee
agreements and control agreements), and take such other actions, as may be required under
applicable law to cause the Collateral Requirement to be and remain satisfied and otherwise to
create, perfect, preserve or protect the security interest in the Collateral of the secured parties
under the Security Documents, all at the Company’s expense.



     (b) At any time after an Event of Default has occurred and is continuing, the Collateral Agent
shall have the rights set forth in Section 4(c) and Section 4(h) of the Security Agreement.



     (c) The Company will bear and pay all legal expenses, filing fees and other similar costs
associated with the performance of the obligations of the Company and the Guarantors set forth in
this Section 4.19 and also will pay, or promptly reimburse the Trustee and the Collateral Agent
for, all reasonable costs and expenses incurred by the Trustee or the Collateral Agent in
connection therewith, including all reasonable fees and charges of any attorneys acting for the
Trustee or for the Collateral Agent.



     Section 4.20 Reports to Trustee. (a) The Company will deliver to the Trustee within 120
days after the end of each fiscal year ending after the Issue Date a certificate from the principal
executive, financial or accounting officer of the Company stating that the officer has conducted or
supervised a review of the activities of the Company and its Restricted Subsidiaries and their
performance under the Indenture and that, based upon such review, to the best of his or her
knowledge, the Company has fulfilled its obligations hereunder or, if there has been a Default,
specifying the Default and its nature and status.



     (b) The Company will deliver to the Trustee, as soon as reasonably possible and in any event
within 30 days after the Company becomes aware of the occurrence of a Default, an Officers’
Certificate setting forth the details of the Default, and the action which the Company proposes to
take with respect thereto.



     (c) The Company will notify the Trustee when any Notes are listed on any national securities
exchange and of any delisting.



     Section 4.21. Covenant Suspension. (a) 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,” the
date on



72









 







which a Covenant Suspension Event occurs being referred to as the “Suspension Date”), then
until the end of the Covenant Suspension Period (as defined below) the Company and the Restricted
Subsidiaries will not be subject to the following provisions of the Indenture:




     (1) Section 4.06;




     (2) Section 4.07;




     (3) Section 4.10;




     (4) Section 4.13;




     (5) Section 4.14;




     (6) Section 5.01(a)(iii)(3); and




     (7) Section 4.16


collectively, the “Suspended Covenants”). In the event that the Company 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 Company 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 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).




     (b) On the Reversion Date, all Debt Incurred, or Disqualified Stock or Preferred Stock issued,
during the Suspension Period will be classified as having been Incurred or issued pursuant to
Section 4.06(a) or one of the clauses set forth in Section 4.06(b) (to the extent such Debt or
Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of
the Reversion Date and after giving effect to Debt Incurred or issued prior to the Suspension
Period and outstanding on the Reversion Date). To the extent such Debt or Disqualified Stock or
Preferred Stock would not be so permitted to be Incurred or issued pursuant to Section 4.06, such
Debt or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue
Date, so that it is classified as permitted under Section 4.06(b)(8). Calculations made after the
Reversion Date of the amount available to be made as Restricted Payments under



73









 




Section 4.07 will be made as though Section 4.07 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 4.07(a)
and the items specified in subclause (3)(A) through (3)(D) of Section 4.07(a) will increase the
amount available to be made under paragraph (a) thereof. 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 Company or its Restricted Subsidiaries during the Suspension Period. For
purposes of determining compliance with Section 4.13, on the Reversion Date, the Net Cash Proceeds
from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to
zero.




ARTICLE 5

Consolidation, Merger or Sale of Assets




     Section 5.01. Consolidation, Merger or Sale of Assets by the Company; No Lease of All or
Substantially All Assets. (a) The Company will not




     (i) consolidate with or merge with or into any Person, or




     (ii) sell, convey, transfer, or otherwise dispose of all or substantially all of its
assets as an entirety or substantially an entirety, in one transaction or a series of
related transactions, to any Person or




     (iii) permit any Person to merge with or into the Company




unless




     (1) either (x) the Company is the continuing Person or (y) the resulting,
surviving or transferee Person is a Person organized and validly existing under
the laws of the United States of America or any jurisdiction thereof and
expressly assumes by supplemental indenture all of the obligations of the Company
under the Indenture and the Notes and the Registration Rights Agreement;




     (2) immediately after giving effect to the transaction, no Default has
occurred and is continuing (including, without limitation, with respect to
Collateral);




     (3) immediately after giving effect to the transaction on a pro forma basis,
either (x) the Company or the resulting surviving or transferee Person could
Incur at least $1.00 of Leverage Ratio Debt or (y) the Leverage Ratio of the
Company or the resulting



74









 







surviving or transferee Person is not worse than the Leverage Ratio of the
Company without giving effect to the transaction; and




     (4) the Company delivers to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that the consolidation, merger or transfer and
the supplemental indenture (if any) comply with the Indenture;


provided that clauses (2) and (3) do not apply (i) to the consolidation or merger of the Company
with or into a Wholly Owned Restricted Subsidiary or the consolidation or merger of a Wholly Owed
Restricted Subsidiary with or into the Company or (ii) if, in the good faith determination of the
Board of Directors of the Company, whose determination is evidenced by a Board Resolution, the sole
purpose of the transaction is to change the jurisdiction of incorporation of the Company.




     (b) The Company shall not lease all or substantially all of its assets, whether in one
transaction or a series of transactions, to one or more other Persons.



     (c) Upon the consummation of any transaction effected in accordance with these provisions, if
the Company is not the continuing Person, the resulting, surviving or transferee Person will
succeed to, and be substituted for, and may exercise every right and power of, the Company under
the Indenture and the Notes with the same effect as if such successor Person had been named as the
Company in the Indenture. Upon such substitution, unless the successor is one or more of the
Company’s Subsidiaries, the Company will be released from its obligations under the Indenture and
the Notes.



     Section 5.02. Consolidation, Merger or Sale of Assets by a Guarantor. (a) No Guarantor may




     (i) consolidate with or merge with or into any Person, or




     (ii) sell, convey, transfer or dispose of, all or substantially all its assets as an
entirety or substantially as an entirety, in one transaction or a series of related
transactions, to any Person, or




     (iii) permit any Person to merge with or into the Guarantor




unless




     (A) the other Person is the Company or any Wholly Owned Restricted
Subsidiary that is Guarantor or becomes a Guarantor concurrently with the
transaction; or



75









 






     (B) (1) either (x) the Guarantor is the continuing Person or (y) the
resulting, surviving or transferee Person expressly assumes by supplemental
Indenture all of the obligations of the Guarantor under its Note Guarantee; and




     (2) immediately after giving effect to the transaction, no
Default has occurred and is continuing; or




     (C) the transaction constitutes a sale or other disposition (including by
way of consolidation or merger) of the Guarantor or the sale or disposition of
all or substantially all the assets of the Guarantor (in each case other than to
the Company or a Restricted Subsidiary) otherwise permitted by the Indenture.



ARTICLE 6

Default and Remedies




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



     (1) the Company defaults in the payment of the principal of any Note when the same becomes due
and payable at maturity, upon acceleration or redemption, or otherwise (other than pursuant to an
Offer to Purchase);



     (2) the Company defaults in the payment of interest (including any Additional Interest) on any
Note when the same becomes due and payable, and the default continues for a period of 30 days;



     (3) the Company fails to make an Offer to Purchase and thereafter accept and pay for Notes
tendered when and as required pursuant to Sections 4.12, 4.13 or 4.16, or the Company or any
Guarantor fails to comply with Article 5;



     (4) the Company defaults in the performance of or breaches any other covenant or agreement of
the Company in the Indenture or under the Notes and the default or breach continues for a period of
60 consecutive days after written notice to the Company by the Trustee or to the Company and the
Trustee by the Holders of 25% or more in aggregate principal amount of the Notes;



     (5) there occurs with respect to any Debt of the Company or any of its Restricted Subsidiaries
having an outstanding principal amount of $50,000,000 or more in the aggregate for all such Debt of
all such Persons (i) an event of default that results in such Debt being due and payable prior to
its scheduled maturity or (ii) failure to make a principal payment when due and such defaulted
payment is not made, waived or extended within the applicable grace period;



76









 





     (6) one or more final judgments or orders for the payment of money are rendered against the
Company or any of its Restricted Subsidiaries and are not paid or discharged, and there is a period
of 60 consecutive days following entry of the final judgment or order that causes the aggregate
amount for all such final judgments or orders outstanding and not paid or discharged against all
such Persons to exceed $50,000,000 (in excess of amounts which the Company’s insurance carriers
have agreed to pay under applicable policies) during which a stay of enforcement, by reason of a
pending appeal or otherwise, is not in effect;



     (7) an involuntary case or other proceeding is commenced against the Company or any Restricted
Subsidiary with respect to it or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect seeking the appointment of a trustee, receiver, liquidator, custodian or
other similar official of it or any substantial part of its property, and such involuntary case or
other proceeding remains undismissed and unstayed for a period of 60 days; or an order for relief
is entered against the Company or any Restricted Subsidiary under the federal bankruptcy laws as
now or hereafter in effect;



     (8) the Company or any of its Restricted Subsidiaries (i) commences a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to
the entry of an order for relief in an involuntary case under any such law, (ii) consents to the
appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any of its Restricted Subsidiaries or for all or
substantially all of the property and assets of the Company or any of its Restricted Subsidiaries
or (iii) effects any general assignment for the benefit of creditors (an event of default specified
in clause (7) or (8) a “bankruptcy default”);



     (9) any Note Guarantee ceases to be in full force and effect, other than in accordance the
terms of the Indenture, or a Guarantor denies or disaffirms its obligations under its Note
Guarantee; or



     (10) any security interest under the Security Documents on any material Collateral shall, at
any time, cease to be in full force and effect (other than in accordance with the terms of the
relevant Security Documents and the Indenture) or any such security interest created thereunder
shall be declared invalid or unenforceable or the Company or any Guarantor shall so assert in
writing.



     Section 6.02. Acceleration. (a) If an Event of Default, other than a bankruptcy default
with respect to the Company, occurs and is continuing under the Indenture, the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written
notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the
Trustee at the request of such Holders shall, declare the principal of and accrued interest on the
Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and
interest will become immediately due and payable. If a



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bankruptcy default occurs with respect to the Company, the principal of and accrued interest
on the Notes then outstanding will become immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.




     (b) The Holders of a majority in principal amount of the outstanding Notes by written notice
to the Company and to the Trustee may waive all past defaults and rescind and annul a declaration
of acceleration and its consequences if




     (1) all existing Events of Default, other than the nonpayment of the principal of,
premium, if any, and interest on the Notes that have become due solely by the declaration
of acceleration, have been cured or waived, and




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



     Section 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee
may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding
at law or in equity to collect the payment of principal of and interest on the Notes or to enforce
the performance of any provision of the Notes or the Indenture. 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.



     Section 6.04. Waiver of Past Defaults. Except as otherwise provided in Sections 6.02, 6.07
and 9.02, the Holders of a majority in principal amount of the outstanding Notes may, by notice to
the Trustee, waive an existing Default and its consequences. Upon such waiver, the Default will
cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but
no such waiver will extend to any subsequent or other Default or impair any right consequent
thereon.



     Section 6.05. Control by Majority. Subject to certain restrictions and terms of the Security
Documents, the Holders of a majority in aggregate principal amount of Notes then outstanding may
direct the time, method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse
to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in
personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the
rights of Holders of Notes not joining in the giving of such direction, and may take any other
action it deems proper that is not inconsistent with any such direction received from the Holders
of a majority in aggregate principal amount of Notes then outstanding. Notwithstanding anything to
the contrary in the Indenture, the Collateral Agent shall have the sole right to



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enforce and direct the exercise of remedies with respect to the Collateral in accordance with
and subject to an Act of Instructing Secured Parties (as defined in the Collateral Agency
Agreement).




     Section 6.06. Limitation on Suits. A Holder may not institute any proceeding, judicial or
otherwise, with respect to the Indenture or the Notes, or for the appointment of a receiver or
trustee, or for any other remedy under the Indenture or the Notes, unless:




     (1) the Holder has previously given to the Trustee written notice of a continuing
Event of Default;




     (2) Holders of at least 25% in aggregate principal amount of outstanding Notes have
made written request to the Trustee to institute proceedings in respect of the Event of
Default in its own name as Trustee under the Indenture;




     (3) Holders have offered to the Trustee indemnity reasonably satisfactory to the
Trustee against any costs, liabilities or expenses to be incurred in compliance with such
request;




     (4) the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and




     (5) during such 60-day period, the Holders of a majority in aggregate principal
amount of the outstanding Notes have not given the Trustee a direction that is
inconsistent with such written request.



     Section 6.07. Rights of Holders to Receive Payment. Notwithstanding anything to the
contrary, the right of a Holder of a Note to receive payment of principal of or interest on its
Note on or after the Stated Maturities thereof, or to bring suit for the enforcement of any such
payment on or after such respective dates, may not be impaired or affected without the consent of
that Holder.



     Section 6.08. Collection Suit by Trustee. If an Event of Default in payment of principal or
interest specified in clause (1) or (2) of Section 6.01 occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust for the whole amount of
principal and accrued interest remaining unpaid, together with interest on overdue principal and,
to the extent lawful, overdue installments of interest, in each case at the rate specified in the
Notes, and such further amount as is sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel and any other amounts due the Trustee hereunder.



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     Section 6.09. Trustee May File Proofs of Claim. The Trustee may file 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 the compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee hereunder) and the Holders
allowed in any judicial proceedings relating to the Company or any Guarantor or their respective
creditors or property, and is entitled and empowered to collect, receive and distribute any money,
securities or other property payable or deliverable upon conversion or exchange of the Notes or
upon any such claims. Any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, if the Trustee consents to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts
due the Trustee hereunder. Nothing in the Indenture will be deemed to empower the Trustee to
authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization,
arrangement, 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. If the Trustee collects any money pursuant to this Article, it
shall pay out the money in the following order:




     First: to the Trustee for all amounts due hereunder;




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




     Third: to the Company or as a court of competent jurisdiction may direct.



     The Trustee, upon written notice to the Company, may fix a record date and payment date for
any payment to Holders pursuant to this Section.



     Section 6.11. Restoration of Rights and Remedies. If the Trustee or any Holder has
instituted a proceeding to enforce any right or remedy under the Indenture and the proceeding has
been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or
to the Holder, then, subject to any determination in the proceeding, the Company, any Guarantors,
the Trustee and the Holders will be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Company, any Guarantors, the Trustee and
the Holders will continue as though no such proceeding had been instituted.



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     Section 6.12. Undertaking for Costs. In any suit for the enforcement of any right or remedy
under the Indenture or in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court may require any party litigant in such suit (other than the Trustee) to file an
undertaking to pay the costs of the suit, and the court may assess reasonable costs, including
reasonable attorneys fees, against any party litigant (other than the Trustee) 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 a Holder to enforce payment of principal of or interest on any
Note on the respective due dates, or a suit by Holders of more than 10% in principal amount of the
outstanding Notes.



     Section 6.13. Rights and Remedies Cumulative. No right or remedy conferred or reserved to
the Trustee or to the Holders under this Indenture is intended to be exclusive of any other right
or remedy, and all such rights and remedies are, to the extent permitted by law, cumulative and in
addition to every other right and remedy hereunder or now or hereafter existing at law or in equity
or otherwise. The assertion or exercise of any right or remedy hereunder, or otherwise, will not
prevent the concurrent assertion or exercise of any other right or remedy.



     Section 6.14. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any
Holder to exercise any right or remedy accruing upon any Event of Default will impair any such
right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.



     Section 6.15. Waiver of Stay, Extension or Usury Laws. The Company and each Guarantor
covenants, to the extent that it may lawfully do so, that it will not 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 or any usury law or other law that would prohibit or forgive the Company or the Guarantor from
paying all or any portion of the principal of, or interest on the Notes as contemplated herein,
wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the
performance of the Indenture. The Company and each Guarantor hereby expressly waives, to the
extent that it may lawfully do so, all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had been enacted.



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ARTICLE 7

The Trustee




     Section 7.01. General. (a) The duties and responsibilities of the Trustee are as provided by
the Trust Indenture Act and as set forth herein. Whether or not expressly so provided, every
provision of the Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee is subject to this Article.



     (b) Except during the continuance of an Event of Default, the Trustee need perform only those
duties that are specifically set forth in the Indenture and no others, and no implied covenants or
obligations will be read into the Indenture against the Trustee. In case an Event of Default has
occurred and is continuing, the Trustee shall exercise those rights and powers vested in it by the
Indenture, and use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.



     (c) No provision of the Indenture shall be construed to relieve the Trustee from liability for
its own negligent action, its own negligent failure to act or its own willful misconduct.



     Section 7.02. Certain Rights of Trustee. Subject to Trust Indenture Act Sections 315(a)
through (d):




     (1) In the absence of bad faith on its part, the Trustee may rely, and will be
protected in acting or refraining from acting, upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or 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, but, in the case of any
document which is specifically required to be furnished to the Trustee pursuant to any
provision hereof, the Trustee shall examine the document to determine whether it conforms
to the requirements of the Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein). The Trustee, in its discretion,
may make further inquiry or investigation into such facts or matters as it sees fit.




     (2) Before the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel conforming to Section 12.05 and the Trustee will not
be liable for any action it takes or omits to take in good faith in reliance on the
certificate or opinion.



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




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




     (5) The Trustee will not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within its rights or powers or for any action
it takes or omits to take in accordance with the direction of the Holders in accordance
with Section 6.05 relating to the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under the Indenture; provided however that the Trustee’s conduct does not
constitute willful misconduct or negligence.




     (6) The Trustee may consult with counsel, and the written advice of such counsel or
any Opinion of Counsel with respect to legal matters related to the Indenture, the Notes,
the Note Guarantees and the Security Documents will be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon.




     (7) No provision of the Indenture will require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of its duties
hereunder, or in the exercise of its rights or powers, unless it receives indemnity
satisfactory to it against any loss, liability or expense.



     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 Company or its
Affiliates with the same rights it would have if it were not the Trustee. Any Agent may do the
same with like rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b) and
311. For purposes of Trust Indenture Act Section 311(b)(4) and (6):



     (a) “cash transaction” means any transaction in which full payment for goods or securities
sold is made within seven days after delivery of the goods or securities in currency or in checks
or other orders drawn upon banks or bankers and payable upon demand; and



     (b) “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which
is made, drawn, negotiated or incurred for the



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purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of
goods, wares or merchandise and which is secured by documents evidencing title to, possession of,
or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the
sale of the goods, wares or merchandise previously constituting the security, provided the security
is received by the Trustee simultaneously with the creation of the creditor relationship arising
from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or
obligation.




     Section 7.04. Trustee’s Disclaimer. The Trustee (i) makes no representation as to the
validity or adequacy of the Indenture or the Notes, (ii) is not accountable for the Company’s use
or application of the proceeds from the Notes and (iii) is not responsible for any statement in the
Notes other than its certificate of authentication.



     Section 7.05. Notice of Default. If any Default occurs and is continuing and is known to the
Trustee, the Trustee will send notice of the Default to each Holder within 90 days after it occurs,
unless the Default has been cured; provided that, except in the case of a default in the payment of
the principal of or interest on any Note, the Trustee may withhold the notice if and so long as the
board of directors, the executive committee or a trust committee of directors of the Trustee in
good faith determines that withholding the notice is in the interest of the Holders. Notice to
Holders under this Section will be given in the manner and to the extent provided in Trust
Indenture Act Section 313(c).



     Section 7.06. Reports by Trustee to Holders. Within 60 days after each May 15, beginning
with May 15, 2010, the Trustee will mail to each Holder, as provided in Trust Indenture Act Section
313(c), a brief report dated as of such May 15, if required by Trust Indenture Act Section 313(a)
(but if no event described in TIA Section 313(a) has occurred within the 12 months preceding the
reporting duties, no report need be transmitted), and file such reports with each stock exchange,
if any, upon which its Notes are listed and with the Commission as required by Trust Indenture Act
Section 313(d).



     Section 7.07. Compensation And Indemnity. (a) The Company will pay the Trustee compensation
as agreed upon in writing for its services. The compensation of the Trustee is not limited by any
law on compensation of a Trustee of an express trust. The Company will reimburse the Trustee upon
request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by
the Trustee, including the reasonable compensation and expenses of the Trustee’s agents and
counsel.



     (b) The Company will indemnify the Trustee for, and hold it harmless against, any loss or
liability or expense incurred by it without negligence or bad faith on its part arising out of or
in connection with the acceptance or administration of the Indenture and its duties under the
Indenture and the Notes,



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including the costs and expenses of defending itself against any claim or liability and of
complying with any process served upon it or any of its officers in connection with the exercise or
performance of any of its powers or duties under the Indenture and the Notes. The Company need not
reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee
through the Trustee’s own willful misconduct, negligence or bad faith.




     (c) To secure the Company’s payment obligations in this Section, the Trustee will have a lien
prior to the Notes on all money or property held or collected by the Trustee, in its capacity as
Trustee, except money or property held in trust to pay principal of, and interest on particular
Notes.



     Section 7.08. Replacement of Trustee. (a) (1) The Trustee may resign at any time by written
notice to the Company.




     (2) The Holders of a majority in principal amount of the outstanding Notes may remove
the Trustee by written notice to the Trustee.




     (3) If the Trustee is no longer eligible under Section 7.10 or in the circumstances
described in Trust Indenture Act Section 310(b), any Holder that satisfies the
requirements of Trust Indenture Act Section 310(b) may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.




     (4) The Company may remove the Trustee if: (i) the Trustee is no longer eligible
under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a
receiver or other public officer takes charge of the Trustee or its property; or (iv) the
Trustee becomes incapable of acting.


A resignation or removal of the Trustee and appointment of a successor Trustee will become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.




     (b) If the Trustee has been removed by the Holders, Holders of a majority in principal amount
of the Notes may appoint a successor Trustee with the consent of the Company. Otherwise, if the
Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the
Company will promptly appoint a successor Trustee. If the successor Trustee does not deliver its
written acceptance within 30 days after the retiring Trustee resigns or is removed, the retiring
Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may
petition any court of competent jurisdiction for the appointment of a successor Trustee.



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     (c) Upon delivery by the successor Trustee of a written acceptance of its appointment to the
retiring Trustee and to the Company, (i) the retiring Trustee will transfer all property held by it
as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07, (ii) the
resignation or removal of the retiring Trustee will become effective, and (iii) the successor
Trustee will have all the rights, powers and duties of the Trustee under the Indenture. Upon
request of any successor Trustee, the Company will execute any and all instruments for fully and
vesting in and confirming to the successor Trustee all such rights, powers and trusts. The Company
will give notice of any resignation and any removal of the Trustee and each appointment of a
successor Trustee to all Holders, and include in the notice the name of the successor Trustee and
the address of its Corporate Trust Office.



     (d) Notwithstanding replacement of the Trustee pursuant to this Section, the Company’s
obligations under Section 7.07 will continue for the benefit of the retiring Trustee.



     (e) The Trustee agrees to give the notices provided for in, and otherwise comply with, Trust
Indenture Act Section 310(b).



     Section 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all of its corporate trust business to, another
corporation or national banking association, the resulting, surviving or transferee corporation or
national banking association without any further act will be the successor Trustee if such
successor corporation is eligible and qualified under Section 7.10 with the same effect as if the
successor Trustee had been named as the Trustee in the Indenture.



     Section 7.10. Eligibility. The Indenture must always have a Trustee that satisfies the
requirements of Trust Indenture Act Section 310(a) and has a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of condition.



     Section 7.11. Money Held in Trust. The Trustee will not be liable for interest on any money
received by it except as it may agree with the Company. Money held in trust by the Trustee need
not be segregated from other funds except to the extent required by law and except for money held
in trust under Article 8.



ARTICLE 8

Defeasance and Discharge




     Section 8.01. Discharge of Company’s Obligations. (a) Subject to paragraph (b), the
Company’s obligations under the Notes and the Indenture, and each Guarantor’s obligations under its
Note Guarantee, will terminate if:



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     (1) all Notes previously authenticated and delivered (other than (i) destroyed, lost
or stolen Notes that have been replaced or (ii) Notes that are paid pursuant to Section
4.01 or (iii) Notes for whose payment money or U.S. Government Obligations have been held
in trust and then repaid to the Company pursuant to Section 8.05) have been delivered to
the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or




     (2) (A) the Notes mature within sixty days, or all of them are to be called
for redemption within sixty days under arrangements satisfactory to the Trustee
for giving the notice of redemption,




     (B) the Company irrevocably deposits in trust with the Trustee, as trust
funds solely for the benefit of the Holders, money or U.S. Government Obligations
or a combination thereof sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certificate
delivered to the Trustee, without consideration of any reinvestment, to pay
principal of and interest on the Notes to maturity or redemption, as the case may
be, and to pay all other sums payable by it hereunder,




     (C) no Default (other than that resulting from borrowing funds to be applied
to make such deposit and any similar and simultaneous deposit relating to other
Debt and, in each case, the granting of Liens in connection therewith) has
occurred and is continuing on the date of the deposit,




     (D) the deposit will not result in a breach or violation of, or constitute a
default under, any other agreement or instrument (other than the Indenture) to
which the Company is a party or by which it is bound (other than that resulting
from borrowing funds to be applied to make such deposit and any similar and
simultaneous deposit relating to other Debt and, in each case, the granting of
Liens in connection therewith), and




     (E) the Company delivers to the Trustee an Officers’ Certificate and an
Opinion of Counsel, in each case stating that all conditions precedent provided
for herein relating to the satisfaction and discharge of the Indenture have been
complied with.



     (b) After satisfying the conditions in clause (1), only the Company’s obligations under
Section 7.07 will survive. After satisfying the conditions in clause (2), only the Company’s
obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive.
In either case, the Trustee upon request



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will acknowledge in writing the discharge of the Company’s obligations under the Notes and the
Indenture other than the surviving obligations.




     Section 8.02. Legal Defeasance. After the 123rd day following the deposit referred to in
clause (1) below, the Company will be deemed to have paid and will be discharged from its
obligations in respect of the Notes and the Indenture, other than its obligations in Article 2 and
Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06, and each Guarantor’s obligations under its
Note Guarantee will terminate, provided the following conditions have been satisfied:




     (1) The Company has irrevocably deposited in trust with the Trustee, as trust funds
solely for the benefit of the Holders, money or U.S. Government Obligations or a
combination thereof sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certificate thereof delivered to the
Trustee, without consideration of any reinvestment, to pay principal of and interest on
the Notes to maturity or redemption, as the case may be, provided that any redemption
before maturity has been irrevocably provided for under arrangements satisfactory to the
Trustee.




     (2) No Default (other than that resulting from borrowing funds to be applied to make
such deposit and any similar and simultaneous deposit relating to other Debt and, in each
case, the granting of Liens in connection therewith) has occurred and is continuing on the
date of the deposit or occurs at any time during the 123-day period following the deposit.




     (3) The deposit will not result in a breach or violation of, or constitute a default
under, any other agreement or instrument (other than the Indenture) to which the Company
is a party or by which it is bound (other than that resulting from borrowing funds to be
applied to make such deposit and any similar and simultaneous deposit relating to other
Debt and, in each case, the granting of Liens in connection therewith).




     (4) The Company has delivered to the Trustee




     (A) either (x) a ruling received from the Internal Revenue Service to the
effect that the Holders will not recognize income, gain or loss for federal
income tax purposes as a result of the defeasance and will be subject to federal
income tax on the same amount and in the same manner and at the same times as
would otherwise have been the case or (y) an Opinion of Counsel, based on a
change in law after the Issue Date, to the same effect as the ruling described in
clause (x), and



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     (B) an Opinion of Counsel to the effect that the creation of the defeasance
trust does not violate the Investment Company Act of 1940.




     (5) If the Notes are listed on a national securities exchange, the Company has
delivered to the Trustee an Opinion of Counsel to the effect that the deposit and
defeasance will not cause the Notes to be delisted.




     (6) The Company has delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, in each case stating that all conditions precedent provided for herein
relating to the defeasance have been complied with.



     Prior to the end of the 123-day period, none of the Company’s obligations under the Indenture
will be discharged. Thereafter, the Trustee upon request will acknowledge in writing the discharge
of the Company’s obligations under the Notes and the Indenture except for the surviving obligations
specified above.



     Section 8.03. Covenant Defeasance. After the 123rd day following the deposit referred to in
clause (1), the Company’s obligations set forth in Sections 4.06 through 4.18 and clauses (3) and
(4) of Section 5.01(a)(iii), and each Guarantor’s obligations under its Note Guarantee, will
terminate, and clauses (3), (4), (5), (6) and (9) of Section 6.01 will no longer constitute
Events of Default, provided the following conditions have been satisfied:




     (1) The Company has complied with clauses (1), (2), (3), 4(B), (5) and (6) of
Section 8.02; and




     (2) the Company has delivered to the Trustee an Opinion of Counsel to the effect that
the Holders will not recognize income, gain or loss for federal income tax purposes as a
result of the defeasance and will be subject to federal income tax on the same amount and
in the same manner and at the same times as would otherwise have been the case.



     Except as specifically stated above, none of the Company’s obligations under the Indenture
will be discharged.



     Section 8.04. Application of Trust Money. Subject to Section 8.05, the Trustee will hold in
trust the money or U.S. Government Obligations (including the proceeds thereof) deposited with it
pursuant to Section 8.01, 8.02 or 8.03, and apply the deposited money and the proceeds from
deposited U.S. Government Obligations to the payment of principal of and interest on the Notes in
accordance with the Notes and the Indenture. Such money and U.S. Government Obligations need not
be segregated from other funds except to the extent required by law.



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     Section 8.05. Repayment to Company. Subject to Sections 7.07, 8.01, 8.02 and 8.03, the
Trustee will promptly pay to the Company upon request any excess money held by the Trustee at any
time and thereupon be relieved from all liability with respect to such money. The Trustee will pay
to the Company upon request any money held for payment with respect to the Notes that remains
unclaimed for two years, provided that before making such payment the Trustee may at the expense of
the Company publish once in a newspaper of general circulation in New York City, or send to each
Holder entitled to such money, notice that the money remains unclaimed and that after a date
specified in the notice (at least 30 days after the date of the publication or notice) any
remaining unclaimed balance of money will be repaid to the Company. After payment to the Company,
Holders entitled to such money must look solely to the Company for payment, unless applicable law
designates another Person, and all liability of the Trustee with respect to such money will cease.



     Section 8.06. Reinstatement. If and for so long as the Trustee is unable to apply any money
or U.S. Government Obligations held in trust pursuant to Section 8.01, 8.02 or 8.03 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 Company’s obligations under
the Indenture and the Notes will be reinstated as though no such deposit in trust had been made.
If the Company makes any payment of principal of or interest on any Notes because of the
reinstatement of its obligations, it will be subrogated to the rights of the Holders of such Notes
to receive such payment from the money or U.S. Government Obligations held in trust.



ARTICLE 9

Amendments, Supplements and Waivers




     Section 9.01. Amendments Without Consent of Holders. The Company and the Trustee may amend
or supplement the Indenture, the Security Documents or the Notes without notice to or the consent
of any Noteholder




     (1) to cure any ambiguity, defect or inconsistency in the Indenture or the Notes;




     (2) to comply with Article 5;




     (3) to comply with any requirements of the Commission in connection with the
qualification of the Indenture under the Trust Indenture Act;




     (4) to evidence and provide for the acceptance of an appointment hereunder by a
successor Trustee;



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     (5) to provide for uncertificated Notes in addition to or in place of certificated
Notes, provided that the uncertificated Notes are issued in registered form for purposes
of Section 163(f) of the Code;




     (6) to provide for any Guarantee of the Notes, to secure the Notes or to confirm and
evidence the release, termination or discharge of any Guarantee of or Lien securing the
Notes when such release, termination or discharge is permitted by the Indenture or the
Security Documents;




     (7) to provide for or confirm the issuance of Additional Notes;




     (8) to conform the text of the Indenture, the Note Guarantees or Notes to any
provision of the “Description of the Notes” contained in the offering memorandum relating
to the Initial Notes to the extent that such provision in the “Description of the Notes”
was intended to be a verbatim recitation of a provision of the Indenture, the Note
Guarantees or the Notes;




     (9) to provide for the successful joinder of any Additional Debt Holders or other
additional secured parties to the Security Documents in connection with the incurrence by
the Company or its Subsidiaries of Shared Collateral Debt; or




     (10) to make any other change that does not materially and adversely affect the
rights of any Holder.



     Section 9.02. Amendments With Consent of Holders. (a) Except as otherwise provided in
Sections 6.02, 6.04 and 6.07 or paragraph (b), the Company and the Trustee may amend the
Indenture and the Notes with the written consent of the Holders of a majority in principal amount
of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding
Notes by written notice to the Trustee may waive future compliance by the Company with any
provision of the Indenture or the Notes.



     (b) Notwithstanding the provisions of paragraph (a), without the consent of each Holder
affected, an amendment or waiver may not




     (1) reduce the principal amount at maturity of or change the Stated Maturity of any
installment of principal of any Note,




     (2) reduce the rate of or change the Stated Maturity of any interest payment on any
Note,




     (3) reduce the amount payable upon the redemption of any Note or change the time of
any mandatory redemption or, in respect of an optional redemption, the times at which any
Note may be redeemed or,



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once notice of redemption has been given, the time at which it must thereupon be
redeemed (in each case, other than with respect to an Offer to Purchase made before an
obligation to make an Offer to Purchase is triggered),




     (4) after the time an Offer to Purchase is required to have been made, reduce the
purchase amount or purchase price, or extend the latest expiration date or purchase date
thereunder,




     (5) make any Note payable in money other than that stated in the Note,




     (6) impair the right of any Holder of Notes to receive any principal payment or
interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to
institute suit for the enforcement of any such payment,




     (7) make any change in the percentage of the principal amount of the Notes required
for amendments or waivers,




     (8) modify or change any provision of the Indenture affecting the ranking of the
Notes or any Note Guarantee in a manner adverse to the Holders of the Notes,




     (9) make any change in any Note Guarantee that would adversely affect the
Noteholders, or




     (10) permit the release of the security interest in all or substantially all of the
Collateral, or all or substantially all of the Guarantors from their obligations under the
Note Guarantees, in each case other than pursuant to the terms of the Security Documents
or as otherwise permitted by the Indenture.



     (c) It is not necessary for Noteholders to approve the particular form of any proposed
amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof.



     (d) An amendment, supplement or waiver under this Section will become effective on receipt by
the Trustee of written consents from the Holders of the requisite percentage in principal amount of
the outstanding Notes. After an amendment, supplement or waiver under this Section becomes
effective, the Company will send to the Holders affected thereby a notice briefly describing the
amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon
request. Any failure of the Company to send such notice, or any defect therein, will not, however,
in any way impair or affect the validity of any such supplemental indenture or waiver.



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     Section 9.03. Effect of Consent. (a) After an amendment, supplement or waiver becomes
effective, it will bind every Holder unless it is of the type requiring the consent of each Holder
affected. If the amendment, supplement or waiver is of the type requiring the consent of each
Holder affected, the amendment, supplement or waiver will bind each Holder that has consented to it
and every subsequent Holder of a Note that evidences the same debt as the Note of the consenting
Holder.



     (b) If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require
the Holder to deliver it to the Trustee so that the Trustee may place an appropriate notation of
the changed terms on the Note and return it to the Holder, or exchange it for a new Note that
reflects the changed terms. The Trustee may also place an appropriate notation on any Note
thereafter authenticated. However, the effectiveness of the amendment, supplement or waiver is not
affected by any failure to annotate or exchange Notes in this fashion.



     Section 9.04. Trustee’s Rights and Obligations. The Trustee is entitled to receive, and will
be fully protected in relying upon, an Opinion of Counsel stating that the execution of any
amendment, supplement or waiver authorized pursuant to this Article is authorized or permitted by
the Indenture. If the Trustee has received such an Opinion of Counsel, it shall sign the
amendment, supplement or waiver so long as the same does not adversely affect the rights of the
Trustee. The Trustee may, but is not obligated to, execute any amendment, supplement or waiver
that affects the Trustee’s own rights, duties or immunities under the Indenture. Notwithstanding
the foregoing, no Opinion of Counsel shall be required in connection with the addition of a
Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a
supplemental indenture to this Indenture, the form of which is attached as Exhibit B hereto, and
delivery of an Officers’ Certificate, except as provided in Section 5.02.



     Section 9.05. Conformity With Trust Indenture Act. Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust Indenture Act.



     Section 9.06. Payments for Consents. Neither the Company nor any of its Subsidiaries or
Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way
of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration
is offered to be paid or agreed to be paid to all Holders of the Notes that consent, waive or agree
to amend such term or provision within the time period set forth in the solicitation documents
relating to the consent, waiver or amendment.



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ARTICLE 10

Guarantees




     Section 10.01. The Guarantees. Subject to the provisions of this Article, each Guarantor
hereby irrevocably and unconditionally guarantees, jointly and severally, on a secured basis, the
full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an
Offer to Purchase or acceleration, or otherwise) of the principal of, premium, if any, and interest
on, and all other amounts payable under, each Note, and the full and punctual payment of all other
amounts payable by the Company under the Indenture. Upon failure by the Company to pay punctually
any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place
and in the manner specified in the Indenture.



     Section 10.02. Guarantee Unconditional. The obligations of each Guarantor hereunder are
unconditional and absolute and, without limiting the generality of the foregoing, will not be
released, discharged or otherwise affected by




     (1) any extension, renewal, settlement, compromise, waiver or release in respect of
any obligation of the Company under the Indenture or any Note, by operation of law or
otherwise;




     (2) any modification or amendment of or supplement to the Indenture or any Note;




     (3) any change in the corporate existence, structure or ownership of the Company, or
any insolvency, bankruptcy, reorganization or other similar proceeding affecting the
Company or its assets or any resulting release or discharge of any obligation of the
Company contained in the Indenture or any Note;




     (4) the existence of any claim, set-off or other rights which the Guarantor may have
at any time against the Company, the Trustee or any other Person, whether in connection
with the Indenture or any unrelated transactions, provided that nothing herein prevents
the assertion of any such claim by separate suit or compulsory counterclaim;




     (5) any invalidity or unenforceability relating to or against the Company for any
reason of the Indenture or any Note, or any provision of applicable law or regulation
purporting to prohibit the payment by the Company of the principal of or interest on any
Note or any other amount payable by the Company under the Indenture; or




     (6) any other act or omission to act or delay of any kind by the Company, the Trustee
or any other Person or any other circumstance



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whatsoever which might, but for the provisions of this paragraph, constitute a legal
or equitable discharge of or defense to such Guarantor’s obligations hereunder.



     Section 10.03. Discharge; Reinstatement. Except as provided in Section 10.09, each
Guarantor’s obligations hereunder will remain in full force and effect until the principal of,
premium, if any, and interest on the Notes and all other amounts payable by the Company under the
Indenture have been paid in full. If at any time any payment of the principal of, premium, if any,
or interest on any Note or any other amount payable by the Company under the Indenture is rescinded
or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the
Company or otherwise, each Guarantor’s obligations hereunder with respect to such payment will be
reinstated as though such payment had been due but not made at such time.



     Section 10.04. Waiver by the Guarantors. Each Guarantor irrevocably waives acceptance
hereof, presentment, demand, protest and any notice not provided for herein, as well as any
requirement that at any time any action be taken by any Person against the Company or any other
Person.



     Section 10.05. Subrogation and Contribution. Upon making any payment with respect to any
obligation of the Company under this Article, the Guarantor making such payment will be subrogated
to the rights of the payee against the Company with respect to such obligation, provided that the
Guarantor may not enforce either any right of subrogation, or any right to receive payment in the
nature of contribution, or otherwise, from any other Guarantor, with respect to such payment so
long as any amount payable by the Company hereunder or under the Notes remains unpaid.



     Section 10.06. Stay of Acceleration. If acceleration of the time for payment of any amount
payable by the Company under the Indenture or the Notes is stayed upon the insolvency, bankruptcy
or reorganization of the Company, all such amounts otherwise subject to acceleration under the
terms of the Indenture are nonetheless payable by the Guarantors hereunder forthwith on demand by
the Trustee or the Holders.



     Section 10.07. Limitation on Amount of Guarantee. Notwithstanding anything to the contrary
in this Article, each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that
it is the intention of all such parties that the Note Guarantee of such 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 Guarantors hereby irrevocably agree that the obligations of each
Guarantor under its Note Guarantee are limited to the maximum amount that would not render the
Guarantor’s obligations subject to



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avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy
Code or any comparable provision of state law.



     Section 10.08. Execution and Delivery of Guarantee. The execution by each Guarantor of the
Indenture (or a supplemental indenture in the form of Exhibit B) evidences the Note Guarantee of
such Guarantor, whether or not the person signing as an officer of the Guarantor still holds that
office at the time of authentication of any Note. The delivery of any Note by the Trustee after
authentication constitutes due delivery of the Note Guarantee set forth in the Indenture on behalf
of each Guarantor.



     Section 10.09. Release of Guarantee. The Note Guarantee of a Guarantor will terminate upon




     (1) a sale or other disposition (including by way of consolidation or merger) of the
Guarantor or the sale or disposition of all or substantially all the assets of the
Guarantor (other than to the Company or a Restricted Subsidiary) otherwise permitted by
the Indenture,




     (2) the designation in accordance with the Indenture of the Guarantor as an
Unrestricted Subsidiary, or




     (3) defeasance or discharge of the Notes, as provided in Article 8.



     Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of
Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in
order to evidence the release of the Guarantor from its obligations under its Note Guarantee.



     Section 10.10. Contribution. Each Guarantor that makes a payment under its Note Guarantee
shall be entitled upon payment in full of all obligations guaranteed under this Indenture to a
contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata
portion of such payment based on the respective net assets of all the Guarantors at the time of
such payment determined in accordance with GAAP.



ARTICLE 11

Collateral And Security




     Section 11.01. Security Documents.



     (a) The payment of the principal of, interest and premium, if any, on the Notes and the Note
Guarantees and the performance of all other obligations when due, whether on an interest payment
date, at maturity, by acceleration,



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repurchase, redemption or otherwise and whether by the Company pursuant to the Notes or by any
Guarantor pursuant to its Note Guarantees are secured by First-Priority Liens on the Collateral,
subject to Permitted Liens, pursuant to the Security Documents which the Company and the Guarantors
have entered into simultaneously with the execution of this Indenture, or in certain circumstances,
subsequent to the Issue Date, and will be secured as provided in the Security Documents hereafter
delivered as required or permitted by this Indenture.



     (b) As soon as practicable after (and in any event within 30 Business Days) (i) any Restricted
Subsidiary becomes a Guarantor in accordance with Section 4.11 or (ii) the Company or any Guarantor
acquires any material property (other than Excluded Property) that is not automatically subject to
a perfected security interest under the Security Documents, the Company or Guarantor shall notify
the Collateral Agent thereof and, in each case at the sole cost and expense of the Company or
Guarantor, execute and deliver to the Collateral Agent such mortgages, Security Document
supplements and other documentation (in form and scope, and covering such Collateral (or, in the
case of clause (i), all assets of such Guarantor other than Excluded Property) on such terms, in
each case consistent with the Security Documents and other security documents in effect on the
Issue Date but subject to any local law requirements applicable thereto), and take such additional
actions, as the Collateral Agent may deem reasonably appropriate or advisable to create and fully
perfect in favor of the secured parties under the Security Documents a valid and enforceable
security interest in (and in the case of real property, mortgage lien on) such Collateral, which
shall be free of any other Liens except for Permitted Liens. Any security interest provided
pursuant to this Section 11.01 shall, at the request of the Collateral Agent, be accompanied with
such Opinions of Counsel to the Company as customarily given by Company’s counsel (which may be
internal counsel) in the relevant jurisdiction, in form and substance customary for such
jurisdiction. In addition, the Company shall deliver an Officer’s Certificate to the Collateral
Agent certifying that the necessary measures have been taken to perfect the security interest in
such property.



     (c) The Company and the Guarantors shall comply with all covenants and agreements contained in
the Security Agreements.



     (d) Each Holder, by accepting a Note, agrees to all of the terms and provisions of the
Security Documents, as the same may be amended, supplemented or otherwise modified from time to
time pursuant to the provisions of the Indenture and the Security Documents.



     (e) As among the Holders, the Collateral as now or hereafter constituted shall be held for the
equal and ratable benefit of the Holders without preference, priority or distinction of any thereof
over any other by reason of differences in time of issuance, sale or otherwise, as security for the
Obligations under the Indenture and the Notes.



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     Section 11.02. Collateral Agent.



     (a) The Collateral Agent shall have the privileges, powers and immunities as set forth herein
and in the Security Documents. The Company and the Guarantors hereby agree that the Collateral
Agent shall hold the Collateral in trust for the benefit of all of the Holders, Additional Debt
Holders and the Trustee, in each case, pursuant to the terms of the Security Documents and the
Collateral Agent is hereby authorized to execute and deliver the Security Documents. The Company
and the Guarantors hereby agree that they shall execute, acknowledge and deliver to the Collateral
Agent such further assignments, transfers, assurances or other instruments and shall do or cause to
be done all such acts and things as may be necessary or proper to assure and confirm to the
Collateral Agent its interest in the Collateral, or any part thereof, as from time to time
constituted, and the right, title and interest in and to the Security Documents so as to render the
same available for the security and benefit of this Indenture and of the Notes.



     (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their
respective officers, directors, employees, attorneys or agents will be responsible or liable for
the existence, genuineness, value or protection of any Collateral, for the legality,
enforceability, effectiveness or sufficiency of the Security Documents, for the creation,
perfection, priority, sufficiency or protection of any Lien on the Collateral, or for any defect or
deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon
or otherwise enforce any of the Liens on the Collateral or Security Documents or any delay in doing
so.



     (c) The Collateral Agent will be subject to such directions as may be given it by the Trustee
from time to time (as required or permitted by this Indenture and the Security Documents). Except
as directed by the Trustee as required or permitted by this Indenture or as required or permitted
by the Security Documents, the Collateral Agent will not be obligated:




     (1) to act upon directions purported to be delivered to it by any other Person;




     (2) to foreclose upon or otherwise enforce any Lien on the Collateral; or




     (3) to take any other action whatsoever with regard to any or all of the Liens on the
Collateral, Security Documents or Collateral.



     (d) The Collateral Agent will be accountable only for amounts that it actually receives as a
result of the enforcement of Liens on the Collateral or the Security Documents.



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     (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each
co-Collateral Agent may rely upon and enforce for its own benefit each and all of the rights,
powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof, each of which
shall also be deemed to be for the benefit of the Collateral Agent.



     (f) At all times when the Trustee is not itself the Collateral Agent, the Company will deliver
to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all
documents delivered to the Collateral Agent pursuant to the Security Documents.



     Section 11.03. Authorization of Actions to be Taken.



     (a) Each Holder, by its acceptance thereof, consents and agrees to the terms of each Security
Document, as originally in effect on the Issue Date and as amended, supplemented or replaced from
time to time in accordance with its terms or the terms of this Indenture, authorizes and directs
the Trustee and the Collateral Agent to execute and deliver the Security Documents to which it is a
party and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders and
Additional Debt Holders as set forth in the Security Documents to which it is a party and to
perform its obligations and exercise its rights and powers thereunder.



     (b) The Collateral Agent and the Trustee are authorized and empowered to receive for the
benefit of the Holders any funds collected or distributed under the Security Documents to which the
Collateral Agent or Trustee is a party and to make further distributions of such funds to the
Holders of Notes according to the provisions of this Indenture.



     (c) Subject to the provisions of Section 7.01, Section 7.02 and Article 10, the Trustee
may, in its sole discretion and without the consent of the Holders, direct, on behalf of the
Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to:




     (1) foreclose upon or otherwise enforce any or all of the Liens on the Collateral; or




     (2) enforce any of the terms of the Security Documents to which the Collateral Agent
or Trustee is a party.



     Subject to Section 7.01 and Section 7.02, the Trustee is authorized and empowered to
institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and
proceedings as it may deem expedient to protect or enforce the Liens on the Collateral or the
Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment
of Collateral by any acts that may be unlawful or in violation of the Security Documents to



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which the Collateral Agent or Trustee is a party or this Indenture, and such suits and
proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its
interests and the interests of the Holders in the Collateral, including 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 be prejudicial to the interests of Holders of Notes, the Trustee or the
Collateral Agent.



     Section 11.04. Release of First-Priority Liens on the Collateral.



     (a) The First-Priority Liens on the Collateral securing the Notes will be automatically
released, without requirement for consent or approval from the Holders, the Trustee or the
Collateral Agent, pursuant to the terms of the Security Documents.



     (b) If an instrument confirming the release of the First-Priority Liens on the Collateral
pursuant to Section 11.04(a) is requested by the Company or a Guarantor, then upon delivery to
the Trustee of an Officers’ Certificate requesting execution of such an instrument, accompanied by:




     (1) following qualification of this Indenture pursuant to the TIA, an Opinion of
Counsel confirming that such release is permitted by Section 11.04(a), if required;




     (2) all instruments requested by the Company to effectuate or confirm such release;




     (3) such other certificates and documents as the Trustee or Collateral Agent may
reasonably request to confirm the matters set forth in Section 11.04(a) that are
required by this Indenture or the Security Documents; and




     (4) except as provided herein, all documents required by the TIA (including, without
limitation, TIA §§ 314(c) and 314(d)), if any, prior to the release by the Collateral
Agent of any Collateral and, if applicable, all documentation required by the TIA to
effect the substitution of new Collateral,


the Trustee will, if such instruments and documents are reasonably satisfactory to the Trustee and
Collateral Agent, instruct the Collateral Agent to execute and deliver, and the Collateral Agent
will promptly execute and deliver, such instruments.




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     (c) All instruments effectuating or confirming any release of any First-Priority Liens on the
Collateral will have the effect solely of releasing such First-Priority Liens on the Collateral as
to the Collateral described therein, on customary terms and without any recourse, representation,
warranty or liability whatsoever.



     (d) The Company will bear and pay all reasonable out-of-pocket costs and expenses associated
with any release of First-Priority Liens on the Collateral pursuant to this Section 11.04,
including all reasonable fees and disbursements of any attorneys or representatives acting for the
Trustee or for the Collateral Agent.



     Section 11.05. Possession and Use of Collateral. 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 Company and
any Guarantors shall have the right to remain in possession and retain exclusive control of and to
exercise all rights with respect to 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 First-Priority Liens thereon, and otherwise comply with
Section 11.04 hereof, and to collect, receive, use, invest and dispose of the profits, revenues,
proceeds and other income thereof.



     Section 11.06. Filing, Recording and Opinions.



     (a) The Company will comply with the provisions of TIA §314(b) and §314(d), in each case
following qualification of this Indenture pursuant to the TIA. Any certificate or opinion required
by TIA §314(d) may be made by an Officer of the Company except in cases where TIA §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 herein,
the Company and the Guarantors will not be required to comply with all or any portion of TIA
§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 TIA §314(d) is inapplicable to the released Collateral. Following
the qualification of this Indenture pursuant to the TIA, to the extent the Company is required to
furnish to the Trustee an Opinion of Counsel pursuant to TIA §314(b)(2), the Company will furnish
such opinion prior to each May 1.



     Any release of Collateral permitted by Section 11.04 hereof or the Security Documents will be
deemed not to impair the Liens under the Indenture and the Security Documents in contravention
thereof and any person that is
required to



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deliver a certificate or opinion pursuant to Section 314(d) of the TIA or
otherwise under this Indenture or the Security Documents, shall be entitled to rely upon the
foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent
permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the
foregoing provisions the appropriate statements contained in such documents and opinion.



     (b) If any Collateral is released in accordance with this Indenture or any Security Document
at a time when the Trustee is not itself also the Collateral Agent and if the Company has delivered
the certificates and documents required by the Security Documents and permitted to be delivered by
Section 11.04 (if any), the Trustee will determine whether it has received all documentation
required by TIA §314(d) in connection with such release and, based on such determination and the
Opinion of Counsel delivered pursuant to Section 11.04, if any, will, upon request, deliver a
certificate to the Collateral Agent setting forth such determination.



ARTICLE 12

Miscellaneous




     Section 12.01. Trust Indenture Act of 1939. Except as expressly provided herein, the
Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are
required to be part of and to govern indentures qualified under the Trust Indenture Act.



     Section 12.02. Noteholder Communications; Noteholder Actions. (a) The rights of Holders to
communicate with other Holders with respect to the Indenture or the Notes are as provided by the
Trust Indenture Act, and the Company and the Trustee shall comply with the requirements of Trust
Indenture Act Sections 312(a) and 312(b). Neither the Company nor the Trustee will be held
accountable by reason of any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.



     (b) (1) Any request, demand, authorization, direction, notice, consent to amendment,
supplement or waiver or other action provided by this Indenture to be given or taken by a Holder
(an “act”) may be evidenced by an instrument signed by the Holder delivered to the Trustee. The
fact and date of the execution of the instrument, or the authority of the person executing it, may
be proved in any manner that the Trustee deems sufficient.




     (2) The Trustee may make reasonable rules for action by or at a meeting of Holders,
which will be binding on all the Holders.



     (c) Any act by the Holder of any Note binds that Holder and every subsequent Holder of a Note
that evidences the same debt as the Note of the



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acting Holder, even if no notation thereof appears on the Note. Subject to paragraph (d), a
Holder may revoke an act as to its Notes, but only if the Trustee receives the notice of revocation
before the date the amendment or waiver or other consequence of the act becomes effective.




     (d) The Company may, but is not obligated to, fix a record date (which need not be within the
time limits otherwise prescribed by Trust Indenture Act Section 316(c)) for the purpose of
determining the Holders entitled to act with respect to any amendment or waiver or in any other
regard, except that during the continuance of an Event of Default, only the Trustee may set a
record date as to notices of default, any declaration or acceleration or any other remedies or
other consequences of the Event of Default. If a record date is fixed, those Persons that were
Holders at such record date and only those Persons will be entitled to act, or to revoke any
previous act, whether or not those Persons continue to be Holders after the record date. No act
will be valid or effective for more than 90 days after the record date.



     Section 12.03. Notices. (a) Any notice or communication to the Company will be deemed given
if in writing (i) when delivered in person or (ii) five days after mailing when mailed by first
class mail, or (iii) when sent by facsimile transmission, with transmission confirmed. Notices or
communications to a Guarantor will be deemed given if given to the Company. Any notice to the
Trustee will be effective only upon receipt. In each case the notice or communication should be
addressed as follows:



     if to the Company:


DigitalGlobe, Inc.

1601 Dry Creek Drive

Suite 260

Longmont, CO 80503

Facsimile: 303-684-4115




     if to the Trustee:


U.S. BANK NATIONAL ASSOCIATION

Corporate Trust Services

950 17th Street

Denver, CO 80202

Facsimile: 303-585-6865



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




     (b) Except as otherwise expressly provided with respect to published notices, any notice or
communication to a Holder will be deemed given when



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mailed to the Holder at its address as it appears on the Register by first class mail or, as
to any Global Note registered in the name of DTC or its nominee, as agreed by the Company, the
Trustee and DTC. Copies of any notice or communication to a Holder, if given by the Company, will
be mailed to the Trustee at the same time. Defect in mailing a notice or communication to any
particular Holder will not affect its sufficiency with respect to other Holders.



     (c) Where the Indenture provides for notice, the notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and the waiver will be the
equivalent of the notice. Waivers of notice by Holders must be filed with the Trustee, but such
filing is not a condition precedent to the validity of any action taken in reliance upon such
waivers.



     Section 12.04. Certificate and Opinion as to Conditions Precedent. Upon any request or
application by the Company to the Trustee to take any action under the Indenture, the Company will
furnish to the Trustee:




     (1) an Officers’ Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in the Indenture relating to the proposed
action have been complied with; and




     (2) an Opinion of Counsel stating that all such conditions precedent have been
complied with; provided that, subject to Section 5.02 hereof, no Opinion of Counsel shall
be required in connection with the addition of a Guarantor under this Indenture upon
execution and delivery by such Guarantor and the Trustee of a supplemental indenture to
this Indenture, the form of which is attached as Exhibit B hereto.



     Section 12.05. Statements Required in Certificate or Opinion. Each certificate or opinion
with respect to compliance with a condition or covenant provided for in the Indenture must include:




     (1) a statement that each person signing the certificate or opinion has read the
covenant or condition and the related definitions;




     (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statement or opinion contained in the certificate or opinion is based;




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




     (4) a statement as to whether or not, in the opinion of each such person, such
condition or covenant has been complied with, provided that



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an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public
officials with respect to matters of fact.



     Section 12.06. Payment Date Other Than a Business Day. If any payment with respect to a
payment of any principal of, premium, if any, or interest on any Note (including any payment to be
made on any date fixed for redemption or purchase of any Note) is due on a day which is not a
Business Day, then the payment need not be made on such date, but may be made on the next Business
Day with the same force and effect as if made on such date, and no interest will accrue for the
intervening period.



     Section 12.07. Governing Law. The Indenture, including any Note Guarantees, and the Notes
shall be governed by, and construed in accordance with, the laws of the State of New York.



     Section 12.08. No Adverse Interpretation of Other Agreements. The Indenture may not be used
to interpret another indenture or loan or debt agreement of the Company or any Subsidiary of the
Company, and no such indenture or loan or debt agreement may be used to interpret the Indenture.



     Section 12.09. Successors. All agreements of the Company or any Guarantor in the Indenture
and the Notes will bind its successors. All agreements of the Trustee in the Indenture will bind
its successor.



     Section 12.10. Duplicate Originals. The parties may sign any number of copies of the
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



     Section 12.11. Separability. In case any provision in the Indenture or in the Notes is
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.



     Section 12.12. Table of Contents and Headings. The Table of Contents, Cross-Reference Table
and headings of the Articles and Sections of the Indenture have been inserted for convenience of
reference only, are not to be considered a part of the Indenture and in no way modify or restrict
any of the terms and provisions of the Indenture.



     Section 12.13. No Liability of Directors, Officers, Employees, Incorporators, Members and
Stockholders. No director, officer, employee, incorporator, member or stockholder of the Company
or any Guarantor, as such, will have any liability for any obligations of the Company or such
Guarantor under the Notes, any Note Guarantee or the Indenture or for any claim based on, in
respect of, or by reason of, such obligations. Each Holder of Notes by



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accepting a Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes.




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SIGNATURES




     IN WITNESS WHEREOF, the parties hereto have caused the Indenture to be duly executed as of the
date first written above.



	 	 	 	 	 
	 	DIGITALGLOBE, INC.

as Issuer

 	 
	 	By:  	/s/
Yancey L. Spruill 	 
	 	 	Name:  	Yancey L. Spruill 	 
	 	 	Title:  	Executive Vice President,
Chief Financial
Officer and
Treasurer 	 
	 
	 	DG CONSENTS SUB, INC.

 	 
	 	By:  	/s/
Erwin D. Sontani 	 
	 	 	Name:  	Erwin D. Sontani 	 
	 	 	Title:  	Secretary 	 



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	 	DIGITALGLOBE INTERNATIONAL, INC.

 	 
	 	By:  	/s/
Erwin D. Sontani 	 
	 	 	Name:  	Erwin D. Sontani 	 
	 	 	Title:  	Secretary 	 
	 
	 	U.S. BANK NATIONAL

ASSOCIATION

as Trustee

 	 
	 	By:  	/s/ Leland Hansen 	 
	 	 	Name:  	Leland Hansen 	 
	 	 	Title:  	Vice President 	 
	 




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