exv4w3w1



 







EXHIBIT 4.3.1




JOINDER AGREEMENT




	 	 	 
	 

	 	ORBIMAGE INC.
	 

	 	21700 Atlantic Boulevard
	 

	 	Dulles, Virginia 20166






July 7, 2005




The Bank of New York, as Collateral Agent

101 Barclay Street

New York, New York 10286

Attention: Corporate Trust Division — Corporate Finance Unit




Ladies and Gentlemen:




     Reference is made to the Security Agreement (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Security Agreement”; capitalized terms used but
not otherwise defined herein shall have the meanings assigned to such terms in the Security
Agreement), dated as of June 29, 2005, made by ORBIMAGE Holdings Inc., a Delaware corporation (the
“Issuer”), the Guarantors from time to time party thereto and The Bank of New York, as
collateral agent (in such capacity and together with any successors in such capacity, the
“Collateral Agent”).



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



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



     This Joinder Agreement and any amendments, waivers, consents or supplements hereto may be
executed in any number of counterparts and by different parties hereto in separate



 









 






counterparts,
each of which when so executed and delivered shall be deemed to be an original, but all such
counterparts together shall constitute one and the same agreement.



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



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



	 	 	 	 	 	 	 	 	 
	 	 	 	 	ORBIMAGE INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ William Lee Warren	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	William Lee Warren	 	 
	 

	 	 	 	Title:
	 	Vice President, General Counsel and
Secretary	 	 






	 	 	 	 	 
	AGREED TO AND ACCEPTED:	 	 
	 
	 	 	 	 
	THE BANK OF NEW YORK,	 	 
	as Collateral Agent	 	 
	 
	 	 	 	 
	By:

	 	/s/ Barbara Bevelaqua	 	 
	 

	 	 

Name: Barbara Bevelaqua
	 	 
	 

	 	Title: Vice President	 	 







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