<PAGE>

                                                                     Exhibit 4.2




================================================================================



                            EARTHWATCH INCORPORATED

                             ---------------------

                  AMENDED AND RESTATED SENIOR NOTES INDENTURE

                           Dated as of April 8, 1999

                             ---------------------

                             THE BANK OF NEW YORK,
                                    Trustee


                         12 1/2% Senior Notes Due 2005





================================================================================
<PAGE>

                             CROSS-REFERENCE TABLE
                             ---------------------

<TABLE>
<CAPTION>

TIA Sections                                         Indenture Sections
------------                                         ------------------
<S>                                                  <C>

(S) 310(a)(1).......................................   7.10
       (a)(5).......................................   7.10
       (b)..........................................   7.3, 7.8, 7.10
(S) 313(a)..........................................   7.6
       (b)..........................................   7.6
       (c)..........................................   7.5, 7.6
       (d)..........................................   7.6
(S) 314(a)..........................................   4.10, 12.2
       (a)(4).......................................   4.11, 12.2
(S) 315(b)..........................................   7.5
(S) 316(a)(1)(A)....................................   6.5
       (a)(1)(B)....................................   6.4
       (b)..........................................   6.7
(S) 317(a)(1).......................................   6.8
       (a)(2).......................................   6.9

</TABLE>
-----------

Note:  The Cross-Reference Table shall not for any purpose be deemed to be a
       part of the Indenture.
<PAGE>

                        TABLE OF CONTENTS

                                                                         Page
                                                                         ----
<TABLE>
<CAPTION>
<S>          <C>                                                         <C>

                                  ARTICLE ONE
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1      Definitions..........................................     2
Section 1.2      Incorporation by Reference of Trust Indenture Act....    17
Section 1.3      Rules of Construction................................    17

                                  ARTICLE TWO
                                   THE NOTES

Section 2.1      Form and Dating......................................    18
Section 2.2      Execution and Authentication.........................    20
Section 2.3      Registrar and Paying Agent...........................    20
Section 2.4      Holders to Be Treated as Owners; Payments of Interest    21
Section 2.5      Paying Agent to Hold Money in Trust..................    22
Section 2.6      Holder Lists.........................................    22
Section 2.7      Transfer and Exchange................................    22
Section 2.8      Replacement Notes....................................    30
Section 2.9      Outstanding Notes....................................    31
Section 2.10     Treasury Notes.......................................    31
Section 2.11     Temporary Notes......................................    32
Section 2.12     Cancellation.........................................    32
Section 2.13     Defaulted Interest...................................    32
Section 2.14     CUSIP, CINS, or ISIN Number..........................    32
Section 2.15     Deposit of Moneys....................................    32

                                 ARTICLE THREE
                                   REDEMPTION

Section 3.1      Right of Redemption..................................    33
Section 3.2      Notices to Trustee...................................    33
Section 3.3      Selection of Notes to Be Redeemed....................    33
Section 3.4      Notice of Redemption.................................    34
Section 3.5      Effect of Notice of Redemption.......................    34
Section 3.6      Deposit of Redemption Price..........................    35
Section 3.7      Payment of Notes Called for Redemption...............    35
Section 3.8      Notes Redeemed in Part...............................    35
</TABLE>
------------------
Note: The Table of Contents shall not for any purposes be deemed to be a part of
the Indenture.
<PAGE>

                                                                         Page
                                                                         ----

                                  ARTICLE FOUR
                                   COVENANTS
<TABLE>
<CAPTION>

<S>               <C>                                                    <C>
Section 4.1      Payment of Notes.......................................  35
Section 4.2      Limitation on Restricted Payments......................  35
Section 4.3      Limitation on Liens....................................  37
Section 4.4      Limitation on Sale-Leaseback Transactions..............  37
Section 4.5      Maintenance of Office or Agency........................  38
Section 4.6      Repurchase of Notes upon a Change of Control...........  38
Section 4.7      Existence..............................................  38
Section 4.8      Payment of Taxes and Other Claims......................  39
Section 4.9      Maintenance of Properties and Insurance................  39
Section 4.10     Compliance Certificates................................  41
Section 4.11     Notice of Defaults.....................................  41
Section 4.12     Commission Reports and Reports to Holders..............  41
Section 4.13     Waiver of Stay, Extension or Usury Laws................  42
Section 4.14     Consent to Recapitalization Transaction and Transaction
                 Documents..............................................  42
Section 4.15     Registration of Notes..................................  42

                                  ARTICLE FIVE
                             SUCCESSOR CORPORATION

Section 5.1      Consolidation, Merger and Sale of Assets...............  42
Section 5.2      Successor Substituted..................................  43

                                  ARTICLE SIX
                              DEFAULT AND REMEDIES

Section 6.1      Events of Default......................................  43
Section 6.2      Acceleration...........................................  45
Section 6.3      Other Remedies.........................................  45
Section 6.4      Waiver of Past Defaults................................  45
Section 6.5      Control by Majority....................................  46
Section 6.6      Limitation on Suits....................................  46
Section 6.7      Rights of Holders to Receive Payment...................  46
Section 6.8      Collection of Indebtedness and Suits for Enforcement
                 by Trustee.............................................  47
Section 6.9      Trustee May File Proofs of Claim.......................  47
Section 6.10     Priorities.............................................  48
Section 6.11     Undertaking for Costs..................................  48
Section 6.12     Restoration of Rights and Remedies.....................  48
Section 6.13     Rights and Remedies Cumulative.........................  49
Section 6.14     Delay or Omission Not Waiver...........................  49
</TABLE>
                                -ii-
<PAGE>

                                                                         Page
                                                                         ----

                                 ARTICLE SEVEN
                                    TRUSTEE
<TABLE>
<CAPTION>

<S>               <C>                                                    <C>
Section 7.1      General..............................................   49
Section 7.2      Certain Rights of Trustee............................   49
Section 7.3      Individual Rights of Trustee.........................   51
Section 7.4      Trustee's Disclaimer.................................   51
Section 7.5      Notice of Default....................................   51
Section 7.6      Reports by Trustee to Holders........................   51
Section 7.7      Compensation and Indemnity...........................   51
Section 7.8      Replacement of Trustee...............................   52
Section 7.9      Successor Trustee by Merger, Etc ....................   53
Section 7.10     Eligibility..........................................   53
Section 7.11     Money Held in Trust..................................   53
Section 7.12     Withholding Taxes....................................   53

                                 ARTICLE EIGHT
                             DISCHARGE OF INDENTURE

Section 8.1      Termination of Company's Obligations.................   54
Section 8.2      Defeasance of Certain Obligations....................   55
Section 8.3      Application of Trust Money...........................   56
Section 8.4      Repayment to Company.................................   56
Section 8.5      Reinstatement........................................   57

                                 ARTICLE NINE
                     AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.1      Without Consent of Holders...........................   57
Section 9.2      With Consent of Holders..............................   58
Section 9.3      Revocation and Effect of Consent.....................   59
Section 9.4      Notation on or Exchange of Notes.....................   59
Section 9.5      Trustee to Sign Amendments, Etc .....................   59
Section 9.6      Conformity with Trust Indenture Act..................   59
Section 9.7      Payments for Consent.................................   59

                                 ARTICLE TEN
                                   SECURITY

Section 10.1     Security.............................................   60
</TABLE>

                                -iii-
<PAGE>

                                                                         Page
                                                                         ----

                                 ARTICLE ELEVEN
                             INTENTIONALLY OMITTED


                                 ARTICLE TWELVE
                                 MISCELLANEOUS
<TABLE>
<CAPTION>

<S>               <C>                                                    <C>
Section 12.1      Trust Indenture Act of 1939........................     61
Section 12.2      Notices............................................     61
Section 12.3      Certificate and Opinion as to Conditions Precedent.     63
Section 12.4      Statements Required in Certificate or Opinion......     63
Section 12.5      Acts of Holders....................................     63
Section 12.6      Rules by Trustee, Paying Agent or Registrar........     64
Section 12.7      Agent for Service; Submission to Jurisdiction;
                  Waiver of Immunities...............................     64
Section 12.8      Payment Date Other than a Business Day.............     65
Section 12.9      Governing Law......................................     65
Section 12.10     No Adverse Interpretation of Other Agreements......     65
Section 12.11     No Recourse Against Others.........................     65
Section 12.12     Successors.........................................     65
Section 12.13     Duplicate Originals................................     66
Section 12.14     Separability.......................................     66
Section 12.15     Table of Contents, Headings, Etc ..................     66
EXHIBIT A         Form of Global Note................................    A-1
EXHIBIT B         Form of Definitive Registered Note.................    B-1
EXHIBIT C         Form of Certificate of Transfer....................    C-1
EXHIBIT D         Form of Certificate of Exchange....................    D-1
EXHIBIT E         Form of Certificate from Acquiring Institutional
                  Accredited Investor................................    E-1
EXHIBIT F         Form of Collateral Pledge and Security Agreement...    F-1
</TABLE>
                                     -iv-
<PAGE>

          AMENDED AND RESTATED INDENTURE, dated as of April 8, 1999, between
EARTHWATCH INCORPORATED, a Delaware corporation (together with its successors
and assigns, the "Company"), as issuer, and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee").

                            RECITALS OF THE COMPANY

          The Company and the Trustee entered into an indenture (the "Original
Indenture") dated as of March 19, 1997, providing for the issuance of
$50,000,000 aggregate principal amount of the 12-1/2% Senior Notes due 2001 of
the Company (the "Original Notes").

          Pursuant to the terms and provisions of the Recapitalization
Transaction, certain entities will be providing financing to the Company and
entering into related transactions pursuant to the Transaction Documents. As a
condition precedent to the Recapitalization Transaction and in connection
therewith, the Company, the Trustee and each holder of the Original Notes desire
to amend and restate the Original Indenture and the Original Notes on the terms
set forth in this Amended and Restated Indenture and the Notes provided for
herein to, among other things, extend the maturity of the Original Notes and
permit the consummation of, and the performance by the Company of, the
Recapitalization Transaction. On the Closing Date, each holder of the Original
Notes (the "Original Holders") shall become a Holder of the Notes and the Notes
will replace the Original Notes. Upon issuance, the Notes shall be deemed to
have been issued on the Issue Date for purposes of the accrual of interest.

          An amount equal to the original principal amount of the Notes plus
accrued interest for the period from the Issue Date through the earlier of June
30, 2000 and the date that the first QuickBird Satellite is launched shall be
secured by the First QuickBird Launch Insurance.

          To the extent this Indenture and the Notes amend the Original
Indenture and the Original Notes, the Original Indenture and the Original Notes
are amended, and to the extent this Indenture and the Notes restate the Original
Indenture and the Original Notes, the Original Indenture and the Original Notes
are restated.

          This Indenture is subject to, and shall be governed by, the provisions
of the United States Trust Indenture Act of 1939, as amended, that are required
to be a part of and to govern indentures qualified thereunder.

          For and in consideration of the premises and the agreement and consent
by the Original Holders to the terms hereof and the Recapitalization
Transaction, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders, as follows:
<PAGE>

                                  ARTICLE ONE
                  DEFINITIONS AND INCORPORATION BY REFERENCE

               Section 1.1. Definitions.

               "144A Book-Entry Interests" means the Book-Entry Interests in the
144A Global Note.

               "144A Global Note" means the Global Note bearing the Private
Placement Legend without interest coupons that will be issued in a denomination
equal to the outstanding principal amount of the Notes sold in reliance on Rule
144A and deposited with the Trustee, as custodian for the Depositary.

               "Accreted Interest" shall have the meaning ascribed to such term
in the Notes.

               "Accretion Interest Payment Date" means any Interest Payment Date
occurring prior to (and not including) the Interest Payment Date of September 1,
2002.

               "Adjusted Consolidated Net Income" means, for any period, the
aggregate net income (or loss) of the Company and its Subsidiaries for such
period determined in conformity with GAAP; provided that the following items
shall be excluded in computing Adjusted Consolidated Net Income (without
duplication): (i) the net income of any Person (other than net income
attributable to a Subsidiary) in which any Person (other than the Company or any
of its Subsidiaries) has a joint interest, except to the extent of the amount
of dividends or other distributions actually paid to the Company or any of its
Subsidiaries by such other Person during such period; (ii) except to the extent
includable pursuant to clause (i) above, the net income (or loss) of any Person
accrued prior to the date it becomes a Subsidiary or is merged into or
consolidated with the Company or any of its Subsidiaries or all or substantially
all of the property and assets of such Person are acquired by the Company or any
of its Subsidiaries; (iii) the net income of any Subsidiary (determined by
excluding income resulting from transfers of assets by the Company or a
Subsidiary to another Subsidiary) to the extent that the declaration or payment
of dividends or similar distributions by such Subsidiary of such net income is
not at the time permitted by the operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to such Subsidiary; (iv) any gains or losses (on an after-
tax basis) attributable to Asset Sales; and (v) all extraordinary gains and
extraordinary losses. Calculations for the purpose of determining compliance
with the terms of the covenants and with other provisions of this Indenture
shall be made without giving effect to (i) the amortization of any expenses
incurred in connection with the offering of the Notes and (ii) except as
otherwise provided, the amortization of any amounts required or permitted by
Accounting Principles Board Opinion Nos. 16 and 17.

               "Affiliate" means, as applied 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"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the

                                -2-
<PAGE>

management and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise.

               "Agent" means any Registrar, Paying Agent, authenticating agent
or co-Registrar.

               "Applicable Procedures" means, with respect to any transfer or
exchange of Book-Entry Interests, the rules and procedures of the Depositary,
Euroclear and Cedel that apply to such transfer or exchange.

               "Asset Sale" means any sale, transfer or other disposition
(including by way of merger, consolidation or sale-leaseback transaction) in one
transaction or a series of related transactions by the Company or any of its
Subsidiaries to any Person other than the Company or any of its Subsidiaries of
(i) all or any of the Capital Stock of any Subsidiary, (ii) all or substantially
all of the property and assets of an operating unit or business of the Company
or any of its Subsidiaries or (iii) any other property and assets of the Company
or any of its Subsidiaries outside the ordinary course of business of the
Company or such Subsidiary and, in each case, that is not governed by the
provisions of the Indenture applicable to mergers, consolidations and sales of
assets of the Company; provided that "Asset Sale" shall not include (a) sales or
other dispositions of inventory, receivables and other current assets or (b)
sales or other dispositions of assets for consideration at least equal to the
fair market value of the assets sold or disposed of.

               "Board of Directors" means the Board of Directors of the Company
or any committee of such Board of Directors duly authorized to act with respect
to this Indenture from time to time.

               "Board Resolution" means a copy of a resolution, certified by any
Director of the Company or the Secretary or Assistant Secretary of the Company
to have been duly adopted by the Board of Directors and to be in full force and
effect on the date of such certification and delivered to the Trustee.

               "Book-Entry Interest" means an indirect beneficial interest in a
Global Note held through a corresponding Depositary Interest and shown on, and
transferred only through, records maintained in book-entry form by the
Depositary (with respect to the Participants) and its Participants.

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

               "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) in equity of such Person, whether now outstanding
or issued after the Issue Date, including, without limitation, all Common Stock
and Preferred Stock.

               "Capitalized Lease" means, as applied to any Person, any lease of
any property (whether real, personal or mixed) of which the discounted present
value of the rental obligations


                                      -3-
<PAGE>

of such Person as Lessee, in conformity with GAAP, is required to be capitalized
on the balance sheet of such Person; and "Capitalized Lease Obligations" means
the discounted present value of the rental obligations under such lease.

               "Cedel" means Cedel Bank, societe anonyme.

               "Certificated Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 2.7(a) hereof,
substantially in the form of Exhibit B hereto.

               "Change of Control" means such time as (i) a "person" or "group"
(within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), other
than the Permitted Holders (in each case together with their respective
Affiliates) becomes the ultimate "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act) of more than 35% of the total voting power of the Voting
Stock of the Company on a fully diluted basis and such ownership is greater than
the amount of voting power of the Voting Stock, on a fully diluted basis, held
by the Permitted Holders and their respective Affiliates on such date; or (ii)
individuals who on the Closing Date constitute the Board of Directors (together
with any new directors whose election by the Board of Directors or whose
nomination for election by the Company's stockholders was either (x) approved by
a vote of at least two-thirds of the members of the Board of Directors then in
office who either were members of the Board of Directors on the Closing Date or
whose election or nomination for election was previously so approved or (y)
implemented pursuant to Section 2.1 of the Stockholders' Agreement) cease for
any reason to constitute a majority of the members of the Board of Directors
then in office.

               "Chief Executive Officer" of the Company means Herbert F.
Satterlee, III or, in the event of his death or termination of his office, such
other Officer of the Company as the Company may designate.

               "Closing Date" means April 14, 1999, the actual date on which the
Notes are issued and the date of the closing of the transactions contemplated
under the Recapitalization Transaction.

               "Collateral" means the First QuickBird Launch Insurance and the
other collateral described in the Security Documents.

               "Collateral Trustee" means, pursuant to the Security Documents,
the Trustee or any successor or substitute collateral trustee for the Collateral
and with respect to the Notes and any Permitted Specified Indebtedness.

               "Commission" means the United States Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act or,
if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the TIA, then the
body performing such duties at such time.

                                      -4-
<PAGE>

               "Common Stock" means, the shares of Common Stock, par value $.001
          per share, of the Company.

               "Company" means Earthwatch Incorporated until a successor
replaces it pursuant to Article Five of this Indenture and thereafter means such
successor.

               "Company Order" means a written request or order signed in the
name of the Company (i) by the Chairman of the Board, the Chief Executive
Officer, the President or any Director and (ii) by its Chief Financial Officer,
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary and
delivered to the Trustee; provided, however, that such written request or order
may be signed by any two of the officers or directors listed in clause (i) above
in lieu of being signed by one of such officers or directors listed in such
clause (i) and one of the officers listed in clause (ii) above.

               "Corporate Trust Office" means the office of the Trustee at which
the corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date of this Indenture,
located at 101 Barclay Street, Floor 21 West, New York, New York 10286.

               "Currency Agreement" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect the Company or any Subsidiary against fluctuations in currency values.

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

               "Definitive Registered Note" means a certificated Note registered
in the name of the Holder thereof and issued in accordance with Section 2.7
hereof, substantially in the form of Exhibit B hereto.

               "Depositary" shall mean the DTC, its nominees and their
respective successors.

               "Depositary Interest" means a certificateless depositary interest
representing a 100% beneficial interest in a Global Note.

               "DTC" means The Depository Trust Company.

               "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear system.

               "Event of Default" has the meaning provided in Section 6.1.

               "Exchange Act" means the United States Securities Exchange Act of
1934, as amended.

               "fair market value" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and

                                      -5-
<PAGE>

willing buyer under no compulsion to buy, as determined in good faith by the
Board of Directors, whose determination shall be conclusive if evidenced by a
Board Resolution.

               "First QuickBird Launch Insurance" means launch and in-orbit
operations insurance in respect of the First QuickBird Satellite, having the
terms and provisions described in Section 4.9(b) and being in form and substance
acceptable to the Collateral Trustee.

               "First QuickBird Satellite" means the QuickBird-1 spacecraft
manufactured pursuant to the Contract for QuickBird Spacecraft number
SE.IM.PRJ.0004.A, dated June 9, 1998, between Ball Aerospace & Technologies
Corp. and the Company, including amendments and exhibits attached thereto, and
related attached components and equipment.

               "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the Issue Date, including, without
limitation, those 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. All ratios and computations contained or referred
to in the Indenture shall be computed in conformity with GAAP applied on a
consistent basis.

               "Global Note" means the Restricted Global Notes substantially in
the form of Exhibit A hereto issued in accordance with Section 2.1 hereof.

               "Government Securities" means direct obligations of, obligations
fully guaranteed by, or participations in pools consisting solely of obligations
of or obligations guaranteed by, the United States of America for the payment of
which guarantee or obligations the full faith and credit of the United States of
America is pledged and which are not callable or redeemable at the option of the
Company thereof.

               "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness or other obligations
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
Indebtedness or other obligation of such other Person (whether arising by virtue
of partnership arrangements or by agreements 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 assuming in any
other manner the obligee of such Indebtedness 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" shall not include endorsements for
collection or deposit in the ordinary course of business. The term Guarantee
used as a verb has a corresponding meaning.

               "Holder" means (a) in the case of any Global Note, the bearer
thereof, which shall initially be the Depositary, and (b) in the case of any
Definitive Registered Note, the Person in whose name such Note is registered in
the Register.

                                      -6-
<PAGE>

               "Indebtedness" means, with respect to any Person at any date of
determination (without duplication), (i) all indebtedness of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of such
Person in respect of letters of credit or other similar instruments (including
reimbursement obligations with respect thereto, but excluding obligations with
respect to letters of credit (including trade letters of credit) securing
obligations (other than obligations described in clause (i) or (ii) above or
clause (v), (vi) or (vii) below) entered into in the ordinary course of business
of such Person to the extent such letters of credit are not drawn upon or, if
drawn upon, to the extent such drawing is reimbursed no later than the third
Business Day following receipt by such Person of a demand for reimbursement),
(iv) all obligations of such Person to pay the deferred and unpaid purchase
price of property or services, which purchase price is due more than six months
after the date of placing such property in service or taking delivery and title
thereto or the completion of such services, except Trade Payables, (v) all
obligations of such Person as lessee under Capitalized Leases, (vi) all
Indebtedness of other Persons secured by a Lien on any asset of such Person,
whether or not such Indebtedness is assumed by such Person; provided that the
amount of such Indebtedness shall be the lesser of (A) the fair market value of
such asset at such date of determination and (B) the amount of such
Indebtedness, (vii) all Indebtedness of other Persons Guaranteed by such Person
to the extent such Indebtedness is Guaranteed by such Person and (viii) to the
extent not otherwise included in this definition, obligations under Currency
Agreements and Interest Rate Agreements. The amount of Indebtedness of any
Person at any date shall be the outstanding balance at such date (or, in the
case of a revolving credit or other similar facility, the total amount of funds
outstanding and/or available on the date of determination) of all unconditional
obligations as described above and, with respect to contingent obligations, the
maximum liability upon the occurrence of the contingency giving rise to the
obligation, provided (A) that the amount outstanding at any time of any
indebtedness issued with original issue discount is the face amount of such
Indebtedness less the unamortized portion of the original issue discount of such
Indebtedness at the time of its issuance as determined in conformity with GAAP
and (B) that Indebtedness shall not include any liability for federal, state,
local or other taxes.

               "Indenture" means this Amended and Restated Indenture as
originally executed on the Closing Date or as it may be amended or supplemented
from time to time by one or more indentures supplemental to this Indenture
entered into pursuant to the applicable provisions of this Indenture.

               "Indirect Participant" means a Person who holds an interest
through a Participant.

               "Institutional Accredited Investor" shall mean an institution
that is an "accredited investor" as that term is defined in Rule 501(a)(1),
(2), (3) or (7) of Regulation D under the Securities Act.

               "Interest Payment Date" means each semiannual interest payment
date of March 1 and September 1 of each year, commencing September 1, 1999.

                                      -7-
<PAGE>

               "Interest Rate Agreement" means any interest rate protection
agreement, interest rate future agreement, interest rate option agreement,
interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate hedge agreement or other similar agreement or
arrangement designed to protect the Company or any of its Subsidiaries against
fluctuations in interest rates in respect of Indebtedness to or under which the
Company or any of its Subsidiaries is a party or a beneficiary on the date of
this Indenture or becomes a party or a beneficiary hereafter; provided that the
notional principal amount thereof does not exceed the principal amount of the
Indebtedness of the Company and its Subsidiaries that bears interest at floating
rates.

               "Investment" in any Person means any direct or indirect advance,
loan or other extension of credit (including, without limitation, by way of
guarantee or similar arrangement; but excluding advances to customers in the
ordinary course of business that are, in conformity with GAAP, recorded as
accounts receivable on the balance sheet of the Company or its Subsidiaries) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, bonds, notes,
debentures or other similar instruments issued by, such Person and shall include
(i) the designation of a Subsidiary as a Subsidiary and (ii) the fair market
value of the Capital Stock (or any other Investment), held by the Company or any
of its Subsidiaries, of (or in) any Person that has ceased to be a Subsidiary.

               "Issue Date" means March 1, 1999, the deemed date of issuance of
the Notes.

               "Lien" means any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including, without limitation, any
conditional sale or other title retention agreement or lease in the nature
thereof or any agreement to give any security interest).

               "Maturity Date" means March 1, 2005.

               "Moody's" means Moody's Investors Service, Inc. and its
successors.

               "Net Cash Proceeds" means (a) with respect to any Asset Sale, the
proceeds of such Asset Sale in the form of cash or cash equivalents, including
payments in respect of deferred payment obligations (to the extent corresponding
to the principal, but not interest, component thereof) when received in the form
of cash or cash equivalents (except to the extent such obligations are financed
or sold with recourse to the Company or any Subsidiary) and proceeds from the
conversion of other property received when converted to cash or cash
equivalents, net of (i) brokerage commissions and other fees and expenses
(including fees and expenses of counsel and investment bankers) related to such
Asset Sale, (ii) provisions for all taxes (whether or not such taxes will
actually be paid or are payable) as a result of such Asset Sale without regard
to the consolidated results of operations of the Company and its Subsidiaries,
taken as a whole, (iii) payments made to repay Indebtedness or any other
obligation outstanding at the time of such Asset Sale that either (A) is secured
by a Lien on the property or assets sold or (B) is required to be paid as a
result of such sale and (iv) appropriate amounts to be provided by the Company
or any Subsidiary of the Company as a reserve against any liabilities associated
with such Asset Sale, including, without limitation, pension and other post-
employment benefit liabilities, liabili-

                                -8-
<PAGE>

ties related to environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale, all as determined in conformity
with GAAP and (b) with respect to any issuance or sale of Capital Stock, the
proceeds of such issuance or sale in the form of cash or cash equivalents,
including payments in respect of deferred payment obligations (to the extent
corresponding to the principal, but not interest, component thereof) when
received in the form of cash or cash equivalents (except to the extent such
obligations are financed or sold with recourse to the Company or any Subsidiary
of the Company) and proceeds from the conversion of other property received when
converted to cash or cash equivalents, net of attorney's fees, accountants'
fees, underwriters' or placement agents' fees, discounts or commissions and
brokerage, consultant and other fees incurred in connection with such issuance
or sale and net of taxes paid or payable as a result thereof.

               "Non-U.S. Person" means a person who is not a U.S. Person.

               "Notes" means the 12 1/2% Senior Notes due 2005 of the Company
issued pursuant to this Indenture.

               "Offer to Purchase" means an offer to purchase Notes by the
Company from the Holders commenced by mailing a notice to the Trustee and each
Holder stating: (i) that all Notes validly tendered will be accepted for
payment; (ii) the purchase price and the Payment Date; (iii) that any Note not
tendered will continue to accrue interest pursuant to its terms; (iv) that,
unless the Company defaults in the payment of the purchase price, any Note
accepted for payment pursuant to the Offer to Purchase shall cease to accrue
interest on and after the Payment Date; (v) that Holders electing to have a Note
purchased pursuant to the Offer to Purchase will be required to surrender the
Note, together with the form entitled "Option of the Holder to Elect Purchase"
on the reverse side of the Note completed, to the Paying Agent at the address
specified in the notice prior to the close of business on the Business Day
immediately preceding the Payment Date; (vi) that Holders will be entitled to
withdraw their election if the Paying Agent receives, not later than the close
of business on the third Business Day immediately preceding the Payment Date, a
facsimile transmission or letter setting forth the name of such Holder, the
principal amount of Notes delivered for purchase and a statement that such
Holder is withdrawing his election to have such Notes purchased; and (vii) that
Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered;
provided that each Note purchased and each new Note issued shall be in a
principal amount of $1,000 or integral multiples thereof. On the Payment Date,
the Company shall (i) accept for payment on a pro rata basis Notes or portions
thereof tendered pursuant to an Offer to Purchase; (ii) deposit with the Paying
Agent money sufficient to pay the purchase price of all Notes or portions
thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee
all Notes or portions thereof so accepted together with an Officers' Certificate
specifying the Notes or portions thereof accepted for payment by the Company.
The Paying Agent shall promptly mail to the Holders of Notes so accepted payment
in an amount equal to the purchase price, and the Trustee shall promptly
authenticate and mail to such Holders a new Note equal in principal amount to
any unpurchased portion of the Note surrendered; provided that each Note
purchased and each new Note issued shall be in a principal amount at maturity of
$1,000 or integral multiples thereof. The Company will publicly announce the
results of an Offer to Purchase


                                      -9-
<PAGE>

as soon as practicable after the Payment Date. The Trustee shall act as the
Paying Agent for an Offer to Purchase. The Company will comply with Rule l4e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable, in the event that the
Company is required to repurchase Notes pursuant to an Offer to Purchase.

               "Officer" means, with respect to the Company, (i) the Chairman of
the Board, the Chief Executive Officer, the President or any other Director of
the Company or (ii) the Chief Financial Officer, the Treasurer or any Assistant
Treasurer, the Company Secretary or any Company Assistant Secretary.

               "Officers' Certificate" means a certificate signed by one Officer
listed in clause (i) of the definition thereof and one Officer listed in clause
(ii) of the definition thereof; provided, however, that any such certificate may
be signed by any two of the Officers listed in clause (i) of the definition
thereof in lieu of being signed by one Officer listed in clause (i) of the
definition thereof and one Officer listed in clause (ii) of the definition
thereof. Each Officers' Certificate (other than certificates provided pursuant
to TIA Section 314(a)(4)) shall include the statements provided for in TIA
Section 314(e), if applicable.

               "Opinion of Counsel" means a written opinion signed by legal
counsel who may be an employee of or counsel to the Company. Each such Opinion
of Counsel shall include the statements provided for in TIA Section 314(e), if
applicable.

               "Participant" means, with respect to DTC, Euroclear or Cedel, a
Person who has an account with DTC, Euroclear or Cedel, respectively (and, with
respect to DTC, shall include Euroclear and Cedel).

               "Paying Agent" has the meaning provided in Section 2.3, except
that, for the purposes of Article Eight the Paying Agent shall not be the
Company or a Subsidiary of the Company or an Affiliate of any of them. The term
"Paying Agent" includes any additional Paying Agent.

               "Payment Date" means the date of purchase in connection with an
Offer to Purchase, which day shall be a Business Day no earlier than 30 days nor
later than 60 days from the date that notice of such Offer to Purchase is
mailed.

               "Permitted Holders" means Morgan Stanley & Co., Incorporated,
American High-Income Trust, American Variable Insurance Series Asset Allocation
Fund, American Variable Insurance Series Bond Fund, American Variable Insurance
Series High-Yield Bond Fund, The Bond Fund of America, Inc., ITT Industries,
Inc., and Ball Technology Holdings Corp.

               "Permitted Investment" means (i) an Investment in the Company or
a Subsidiary or a Person which will, upon the making of such Investment, become
a Subsidiary or be merged or consolidated with or into or transfer or convey all
or substantially all its assets to, the Company or a Subsidiary; provided that
such person's primary business is related, ancillary or complementary to the
businesses of the Company and its Subsidiaries on the date of such Investment;


                                     -10-
<PAGE>

(ii) Temporary Cash Investments; (iii) payroll, travel and similar advances to
cover matters that are expected at the time of such advances ultimately to be
treated as expenses in accordance with GAAP; (iv) stock, obligations or
securities received in satisfaction of judgments; and (v) Investments in
Currency Agreements and Interest Rate Agreements to the extent that such
Investments relate to actual obligations owed by or owed to the Company or any
Subsidiary and the face or notional amount of such Investment does not exceed
the amount of the underlying obligation to which such Investment relates.

          "Permitted Liens" means (i) Liens for taxes, assessments, governmental
charges or claims that are being contested in good faith by appropriate legal
proceedings promptly instituted and diligently conducted and for which a reserve
or other appropriate provision, if any, as shall be required in conformity with
GAAP shall have been made; (ii) statutory and common law Liens of landlords and
carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other
similar Liens arising in the ordinary course of business and with respect to
amounts not yet delinquent or being contested in good faith by appropriate legal
proceedings promptly instituted and diligently conducted and for which a reserve
or other appropriate provision, if any, as shall be required in conformity with
GAAP shall have been made; (iii) Liens incurred or deposits made in the ordinary
course of business in connection with workers' compensation, unemployment
insurance and other types of social security; (iv) Liens incurred or deposits
made to secure the performance of tenders, bids, leases, statutory or regulatory
obligations, bankers' acceptances, surety and appeal bonds, government
contracts, performance and return-of-money bonds and other obligations of a
similar nature incurred in the ordinary course of business (exclusive of
obligations for the payment of borrowed money); (v) easements, rights-of-way,
municipal and zoning ordinances and similar charges, encumbrances, title defects
or other irregularities that do not materially interfere with the ordinary
course of business of the Company or any of its Subsidiaries; (vi) Liens
(including extensions and renewals thereof) upon real or personal property
acquired after the Issue Date; provided that (a) such Lien is created solely for
the purpose of securing indebtedness incurred (1) to finance the cost (including
the cost of improvement or construction) of the item of property or assets
subject thereto and such Lien is created prior to, at the time of or within six
months after the later of the acquisition, the completion of construction or the
commencement of full operation of such property or (2) to refinance any
indebtedness previously so secured, (b) the principal amount of the indebtedness
secured by such Lien does not exceed 100% of such cost and (c) any such Lien
shall not extend to or cover any property or assets other than such item of
property or assets and any improvements on such item; (vii) leases or subleases
granted to others that do not materially interfere with the ordinary course of
business of the Company and its Subsidiaries, taken as a whole; (viii) Liens
encumbering property or assets under construction arising from progress or
partial payments by a customer of the Company or its Subsidiaries relating to
such property or assets; (ix) any interest or title of a lessor in the property
subject to any Capitalized Lease or operating lease; (x) Liens arising from
filing Uniform Commercial Code financing statements regarding leases; (xi) Liens
(including extensions or renewals thereof) on property of, or on shares of
Capital Stock or indebtedness of, any Person existing at the time such Person
becomes, or becomes a part of, the Company or any Subsidiary; provided that such
Liens do not extend to or cover any property or assets of the Company or any
Subsidiary other than the property or assets acquired; (xii) Liens in favor of
the Company or any Subsidiary; (xiii) Liens arising from the rendering of a
final judgment or order against the Com-

                                     -11-
<PAGE>

pany or any Subsidiary of the Company that does not give rise to an Event of
Default; (xiv) Liens securing reimbursement obligations with respect to letters
of credit that encumber documents and other property relating to such letters of
credit and the products and proceeds thereof; (xv) 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; (xvi) Liens encumbering
customary initial deposits and margin deposits, and other Liens that are either
within the general parameters customary in the industry and incurred in the
ordinary course of business, in each case, securing Indebtedness under Interest
Rate Agreements and Currency Agreements and forward contracts, options future
contracts, futures options or similar agreements or arrangements designed solely
to protect the Company or any of its Subsidiaries from fluctuations in interest
rates, currencies or the price of commodities; (xvii) Liens arising out of
conditional sale, title retention, consignment or similar arrangements for the
sale of goods entered into by the Company or any of its Subsidiaries in the
ordinary course of business in accordance with the past practices of the Company
and its Subsidiaries prior to the Issue Date; (xviii) Liens (and any extensions
or renewals thereof) on or sales of receivables; (xix) Liens (and any extensions
or renewals thereof; provided that any such extensions or renewals do not
increase the amount of the obligations secured thereby) existing on the Issue
Date and disclosed in the Recapitalization Agreement; (xx) Liens (and any
extensions or renewals thereof) granted after the Issue Date on any assets or
Capital Stock of the Company or its Subsidiaries created in favor of the Holders
or a representative of the Holders; (xxi) Liens with respect to the assets of a
Subsidiary granted by such Subsidiary to the Company or a Wholly Owned
Subsidiary to secure indebtedness owing to the Company or such other Subsidiary;
(xxii) Liens securing indebtedness which is incurred to refinance secured
indebtedness; provided that such Liens do not extend to or cover any property or
assets of the Company or any Subsidiary other than the property or assets
securing the Indebtedness being refinanced and (xxiii) any and all Liens granted
pursuant to and in connection with the Security Documents; provided, however,
notwithstanding any of the foregoing or otherwise, Permitted Liens shall not
include any Liens on the First QuickBird Satellite or the First QuickBird Launch
Insurance except, in the case of Liens on the First QuickBird Launch Insurance,
Liens thereon in favor of the Collateral Trustee or otherwise securing the Notes
and the Permitted Specified Indebtedness.

          "Permitted Specified Indebtedness" means one or more issues of
Indebtedness in the form of notes or a bank loan facility in an aggregate
original principal amount not to exceed $125,000,000 (after the setting aside
of any interest prefunded in cash at the time of the issuance of such notes or
the creation of such bank loan facility and any fees, expenses and other costs
associated with such issuance or creation), as the case may be, incurred after
the Closing Date and so specified as Permitted Specified Indebtedness by the
Company at the time of incurrence pursuant to an Officers' Certificate delivered
to the Trustee, which Indebtedness (i) shall be equal in priority of payment or
subordinate in right of payment with the Notes, (ii) shall not be secured by any
collateral other than the Collateral and/or any prefunded interest advanced in
connection with such Indebtedness, (iii) shall be an obligation of the Company
only and not any Subsidiary of the Company and (iv) shall share in the
Collateral in the manner specified in the Security Documents.

                                     -12-
<PAGE>

          "Permitted Specified Indebtedness Insurance Amount" means the sum of
(i) the aggregate original principal amount of all Permitted Specified
Indebtedness and (ii) the aggregate of any accrued interest in respect of all
Permitted Specified Indebtedness from the period commencing on the issue date(s)
thereof through the earlier of June 30, 2000 and the date of the first
intentional ignition of the launch vehicle for the First QuickBird Satellite.

          "Person" means any individual, partnership, corporation (including a
business trust), joint stock company, trust, unincorporated association, joint
venture, limited liability company or other entity, or a government or political
subdivision or agency thereof or any other entity.

          "Preferred Stock" means the Series A Preferred Stock, the Series B
Preferred Stock, and the Series C Preferred Stock.

          "Private Placement Legend" means the legend initially set forth on the
Notes in the form set forth in Section 2.7(g)(i).

          "Public Equity Offering" means an underwritten primary public offering
of Common Stock of the Company pursuant to an effective registration statement
under the Securities Act.

           "QIB" means a "qualified institutional buyer" as defined in Rule
144A.

          "Recapitalization Agreement" means that certain Recapitalization
Agreement dated as of April 8, 1999 among the Company, Morgan Stanley & Co.,
Incorporated, Morgan Stanley & Co., Incorporated, American High-Income Trust,
American Variable Insurance Series Asset Allocation Fund, American Variable
Insurance Series Bond Fund, American Variable Insurance Series High-Yield Bond
Fund, The Bond Fund of America, Inc., ITT Industries, Inc., and Ball Technology
Holdings Corp.

          "Recapitalization Transaction" means the transactions contemplated by
the Recapitalization Agreement and the other Transaction Documents.

          "Redeemable Stock" means any class or series of Capital Stock of any
Person that by its terms or otherwise is (i) required to be redeemed on or prior
to the Stated Maturity of the Notes, (ii) redeemable at the option of the holder
of such class or series of Capital Stock at any time prior to the Stated
Maturity of the Notes or (iii) convertible into or exchangeable for Capital
Stock referred to in clause (i) or (ii) above or indebtedness having a scheduled
maturity prior to the Stated Maturity of the Notes; provided that any Capital
Stock that would not constitute Redeemable Stock but for provisions thereof
giving holders thereof the right to require such Person to repurchase or redeem
such Capital Stock upon the occurrence of a "change of control" occurring prior
to the Stated Maturity of the Notes shall not constitute Redeemable Stock if the
"change of control" provisions applicable to such Capital Stock are no more
favorable to the holders of such Capital Stock than the provisions contained in
Section 4.6 hereof and such Capital Stock specifically provides that such Person
will not repurchase or redeem any such stock

                                     -13-
<PAGE>

pursuant to such provision prior to the Company's repurchase of such Notes as
are required to be repurchased pursuant to Section 4.6 hereof.

          "Redemption Date", when used with respect to any Note to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

          "Redemption Price", when used with respect to any Note to be redeemed,
means the price at which such Note is to be redeemed pursuant to this Indenture.

          "Register" has the meaning provided in Section 2.3.

          "Registrar" has the meaning provided in Section 2.3.

          "Regular Record Date" for the interest payable on any Interest Payment
Date means the February 1 or August 1 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.

          "Regulation S" means Regulation S under the Securities Act.

          "Regulation S Book-Entry Interests" means the Book-Entry Interests in
the Regulation S Global Note.

          "Related Person" means any holder (or any Affiliate of such holder) of
5% or more of any class of Capital Stock of the Company and any Affiliate of the
Company or any Subsidiary.

          "Responsible Officer", when used with respect to the Trustee, means
any vice president, any assistant vice president, any assistant secretary, any
assistant treasurer, any trust officer or assistant trust officer or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject.

          "Restricted Book-Entry Interest" means the 144A Book-Entry Interests
and the Regulation S Book-Entry Interests.

          "Restricted Definitive Registered Note" means a Definitive Registered
Note bearing the Private Placement Legend.

          "Restricted Global Notes" means the 144A Global Note and the
Regulation S Global Note, each of which shall bear the Private Placement Legend.

          "Restricted Payments" has the meaning provided in Section 4.2.

          "Rule 144-A" means Rule 144A under the Securities Act.

          "S&P" means Standard & Poor's Ratings Group and its successors.

                                     -14-
<PAGE>

          "Securities Act" means the United States Securities Act of 1933, as
amended.

          "Security Documents" means the Collateral Pledge and Security
Agreement, dated as of the date of the Indenture, made by the Company in favor
of the Collateral Trustee pursuant to which Company shall grant to the
Collateral Trustee a Lien in the Collateral and pursuant to which any proceeds
of the Collateral shall be allocated in order to (i) provide on a pari passu
basis for (a) the original principal amount of the Notes on the Issue Date and
interest for the period from the Issue Date through the earlier of June 30, 2000
and the date that the First QuickBird Satellite is launched, all as more
specifically provided therein and (b) the original principal amount of the
Permitted Specified Indebtedness and interest through the earlier of June 30,
2000 and the date that the First QuickBird Satellite is launched, all as more
specifically provided therein and (ii) provide for the residual payment to the
Company after the required priority payments in respect of the Notes and the
Permitted Specified Indebtedness, all as more specifically provided therein, as
such Agreement may be amended, restated, supplemented or otherwise modified from
time to time.

          "Series A Preferred Stock" means the Series A Preferred Stock, par
value $.001 per share, of the Company to be issued in the Recapitalization
Transaction.

          "Series B Preferred Stock" means the Series B Preferred Stock, par
value $.001 per share, of the Company to be issued in the Recapitalization
Transaction.

          "Series C Preferred Stock" means the Series C Preferred Stock, par
value $.001 per share, of the Company to be issued in the Recapitalization
Transaction.

          "Significant Subsidiary" means, at any date of determination, any
Subsidiary that, together with its Subsidiaries, (i) for the most recent fiscal
year of the Company, accounted for more than 10% of the consolidated revenues of
the Company and its Subsidiaries or (ii) as of the end of such fiscal year, was
the owner of more than 10% of the consolidated assets of the Company and its
Subsidiaries, all as set forth on the most recently available consolidated
financial statements of the Company for such fiscal year.

          "Specified Date" means (i) any Payment Date with respect to an Offer
to Purchase pursuant to Section 4.6, (ii) any Exchange Date with respect to an
Offer to Exchange pursuant to Section 4.14, (iii) any Redemption Date with
respect to an optional redemption pursuant to Section 3.1, or (iv) any date on
which the Securities are due and payable after an Event of Default.

          "Stated Maturity" means, (i) with respect to any debt security, the
date specified in such debt security as the fixed date on which the final
installment of principal of such debt security is due and payable and (ii) with
respect to any scheduled installment of principal of or interest on any debt
security, the date specified in such debt security as the fixed date on which
such installment is due and payable.

          "Stockholders' Agreement" means that certain Stockholders' Agreement
dated as of April 8, 1999 by and among the Company, Morgan Stanley & Co.,
Incorporated, American High-Income Trust, American Variable Insurance Series
Asset Allocation Fund, American Vari-

                                     -15-
<PAGE>

able Insurance Series Bond Fund, American Variable Insurance Series High-Yield
Bond Fund, The Bond Fund of America, Inc., ITT Industries, Inc., Ball Technology
Holdings Corp. and the other Persons listed on the signature pages thereto.

          "Subsidiary" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the voting power
of the outstanding Voting Stock is owned, directly or indirectly, by such Person
and one or more other Subsidiaries of such Person.

          "Tax" means any tax, duty, levy, impost, assessment or other
governmental charge (including penalties, interest and any other liabilities
related thereto).

          "Taxing Authority" means any government or political subdivision or
territory or possession of any government or any authority or agency therein or
thereof having power to tax.

          "Temporary Cash Investment" means any of the following: (i) direct
obligations of the United States of America or any agency thereof or obligations
fully and unconditionally guaranteed by the United States of America or any
agency thereof, (ii) time deposit accounts, certificates of deposit and money
market deposits maturing within 180 days of the date of acquisition thereof
issued by a bank or trust company which is organized under the laws of the
United States of America, any state thereof or any foreign country recognized
by the United States, and which bank or trust company has capital, surplus and
undivided profits aggregating in excess of $50,000,000 (or the foreign currency
equivalent thereof) and has outstanding debt which is rated "A" (or such similar
equivalent rating) or higher by at least one nationally recognized statistical
rating organization (as defined in Rule 436 under the Securities Act) or any
money-market fund sponsored by a registered broker dealer or mutual fund
distributor, (iii) repurchase obligations with a term of not more than 30 days
for underlying securities of the types described in clause (i) above entered
into with a bank meeting the qualifications described in clause (ii) above, (iv)
commercial paper, maturing not more than 90 days after the date of acquisition,
issued by a corporation (other than an Affiliate of the Company) organized and
in existence under the laws of the United States of America, any state thereof
or any foreign country recognized by the United States of America with a rating
at the time as of which any investment therein is made of "P-1" (or higher)
according to Moody's or "A-1" (or higher) according to S&P, and (v) securities
with maturities of six months or less from the date of acquisition issued or
fully and unconditionally guaranteed by any state, commonwealth or territory of
the United States of America, or by any political subdivision or taxing
authority thereof, and rated at least "A" by S&P or Moody's.

          "Temporary Regulation S Global Note" means the Global Note bearing the
Private Placement Legend without interest coupons that will be issued in a
denomination equal to the outstanding principal amount of the Notes sold in
reliance on Regulation S and deposited with the Trustee, as custodian for the
Depositary.

          "TIA" or "Trust Indenture Act" means the United States Trust Indenture
Act of 1939, as amended (15 U.S. Code (S)(S) 77aaa-77bbb), as in effect on the
date this Indenture was executed, except as provided in Section 9.6.

                                     -16-
<PAGE>

          "Transaction Date" means the date any Restricted Payment is to be
made.

          "Transaction Documents" means (i) the Stockholders' Agreement and (ii)
the Recapitalization Agreement.

          "Trustee" means the party named as such in the first paragraph of this
Indenture until a successor replaces it in accordance with the provisions of
Article Seven of this Indenture and thereafter means such successor.

          "U.S. Person" means a "U.S. Person" as defined in Rule 902 under the
Securities Act.

          "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.

          "Wholly Owned" means, with respect to any Subsidiary of any Person,
the ownership of all of the outstanding Capital Stock of such Subsidiary (other
than any director's qualifying shares or Investments by foreign nationals
mandated by applicable law) by such Person or one or more Wholly Owned
Subsidiaries of such Person.

          Section 1.2. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, such provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

          "indenture securities" means the Notes;

          "indenture security holder" means a Holder;

          "indenture to be qualified" means this Indenture;

          "indenture trustee" or "institutional trustee" means the Trustee; and

          "obligor" on the indenture securities means the Company or any other
obligor on the Notes.

          All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by a rule of the
Commission and not otherwise defined herein have the meanings assigned to them
therein.

          Section 1.3. Rules of Construction. Unless the context otherwise
requires:

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

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

                                     -17-
<PAGE>

          (iii)  "or" is not exclusive;

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

          (v)  provisions apply to successive events and transactions;

          (vi)  "herein," "hereof" and other words of similar import refer to
     this Indenture as a whole and not to any particular Article, Section or
     other subdivision;

          (vii)  all references to Sections, Articles or Exhibits refer to
     Sections, Articles or Exhibits of this Indenture unless otherwise
     indicated; and

          (viii)  references to sections of or rules under the Securities Act
     shall be deemed to include substitute, replacement or successor sections of
     the Securities Act or rules adopted by the Commission from time to time.

                                  ARTICLE TWO
                                   THE NOTES

          Section 2.1.  Form and Dating.  (a) Global Notes. Notes distributed to
QIBs in reliance on Rule 144A shall be issued initially in the form of a 144A
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, as custodian for the Depositary, at its
New York corporate trust office, duly executed by the Company and authenticated
by the Trustee as hereinafter provided. Notes distributed in reliance on
Regulation S shall be issued initially in the form of the Temporary Regulation
S Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, as Custodian for the Depositary, at its
New York corporate trust office, duly executed by the Company and authenticated
by the Trustee as hereinafter provided. The Temporary Regulation S Global Note
will be exchangeable for a single permanent Regulation S Global Note (the
"Permanent Regulation S Global Note" and, together with the Temporary Regulation
S Global Note, the "Regulation S Global Note") on a date otherwise in compliance
with Regulation S upon written certification that the beneficial interests in
such Regulation S Global Note are owned by Non-U.S. persons. Notes distributed
to Institutional Accredited Investors who are not QIBs (excluding Non-U.S.
Persons) shall be issued initially in the form of permanent certificated Notes
in registered form in substantially the form set forth in Exhibit B (the
"Restricted Definitive Registered Note"). Definitive Registered Notes issued to
Non-U.S. Persons in exchange for interests in the Regulation S Global Note shall
be in the form of permanent certificated Notes in registered form substantially
in the form set forth in Exhibit B (the "Regulation S Definitive Registered
Note"), duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of each of the Global Notes
may from time to time be increased or decreased by adjustments made on the
records of the Trustee as hereinafter provided.

          Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount at ma-

                                     -18-
<PAGE>

turity of outstanding Notes from time to time endorsed thereon and that the
aggregate principal amount at maturity of outstanding Notes represented thereby
may from time to time be reduced or increased, as appropriate, to reflect
exchanges, redemptions and transfers of interests therein in accordance with the
terms of this Indenture. Any endorsement of a Global Note to reflect the amount
of any increase or decrease in the principal amount at maturity of outstanding
Notes represented thereby shall be made by the Trustee in accordance with
written instructions given by the Holder thereof as required by Section 2.7
hereof.

          The provisions of the "Operating Procedures of the Euroclear System"
and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and
Conditions of Cedel Bank" and "Customer Handbook" of Cedel shall be applicable
to interests in the Regulation S Global Note that are held by the Participants
through Euroclear or Cedel.

          Except as set forth in Section 2.7(a) hereof, the Global Notes may be
transferred, in whole and not in part, only to a successor of the Depositary.

          (b)  Book-Entry Provisions.  The Global Notes shall (i) be registered
in the name of Cede & Co., as nominee of the Depositary, (ii) be delivered to
the Trustee as custodian for the Depositary and (iii) bear legends as set forth
in Section 2.7(g).

          The Trustee shall issue to the Depositary a Depositary Interest in
such Global Note by recording the Depositary Interest in the register of the
Trustee in the name of Cede & Co., as nominee of the Depositary. Ownership of
Book-Entry Interests shall be limited to Participants, including Euroclear and
Cedel, and Indirect Participants. Upon the issuance of the Depositary Interest
in such Global Note to the Depositary, the Depositary shall credit, on its
internal book-entry registration and transfer system, its Participant's accounts
with the respective interests owned by such Participants.

          Neither the Participants nor the Indirect Participants shall have any
rights either under this Indenture or under any Global Note with respect to such
Global Note held on their behalf by the Trustee, and the Depositary may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the absolute owner of such Global Note for the purpose of receiving payment
of or on account of the principal of and, subject to the provisions of this
Indenture and interest on the Global Notes and for all other purposes.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Participants, the operation of
customary practices of such Depositary governing the exercise of the rights of
an owner of a beneficial interest in any Global Note.

          (c)  Note Forms.  The provisions of the forms of Notes contained in
Exhibits A and B hereto are incorporated herein by reference.

          (d)  Dating.  Each Note shall be dated the date of its authentication.

                                     -19-
<PAGE>

          Section 2.2.  Execution and Authentication.  Any director or officer
of the Company shall execute the Notes on behalf of the Company by manual or
facsimile signature. The Company's corporate seal may be reproduced on the Notes
and may be in facsimile form.

          If the director or officer whose manual or facsimile signature is on a
Note no longer holds that position or office at the time the Trustee
authenticates the Note or at any time thereafter, the Note nevertheless shall be
valid.

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

          The Trustee shall authenticate Notes in an aggregate principal amount
at maturity of $72,000,000 upon receipt of a Company Order directing the Trustee
to authenticate the Notes. The Global Notes, the Restricted Definitive
Registered Notes and the Definitive Registered Notes shall be issuable only in
registered form. The Notes shall be issued without coupons and only in
denominations of U.S. $1,000 principal amount at maturity or any integral
multiple thereof.

          The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate Notes. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Notes whenever the Trustee
may do so. Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent. Such authenticating agent shall have the
same rights as the Trustee in any dealings hereunder with the Company or with
any of the Company's Affiliates.

          Section 2.3.  Registrar and Paying Agent.  The Company shall maintain
an office or agency (which shall be located in the Borough of Manhattan in The
City of New York, State of New York) where Definitive Registered Notes may be
presented for registration of transfer or for exchange (the "Registrar"), an
office or agency (which shall be located in the Borough of Manhattan, The City
of New York, State of New York) where Notes may be presented for payment (the
"Paying Agent"), and an office or agency where notices and demands to or upon
the Company in respect of the Notes and this Indenture may be served. The
Registrar shall keep a register containing the names and addresses of all
Holders (the "Register") and of the transfer and exchange of Definitive
Registered Notes. Any notice to be given under this Indenture or under the Notes
by the Trustee or the Company to Holders shall be mailed by first class mail to
each Holder at his address as it appears at the time of such mailing in the
Register. The Company may have one or more co-Registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional paying
agent. Except as otherwise provided herein, the Company or any Subsidiary
thereof may act as Paying Agent. The Company may also from time to time
designate one or more other offices or agencies where the Notes may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations. 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.

                                     -20-
<PAGE>

          The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which shall incorporate the provisions of
the TIA. The agreement shall implement the provisions of this Indenture that
relate to such Agent. The Company shall notify the Trustee in writing of the
name and address of any such Agent. If the Company fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
Section 7.7.

          The Company initially appoints the Corporate Trust Office of the
Trustee in the Borough of Manhattan located at the address set forth in Section
12.2 as Registrar, Paying Agent and agent for service of notices and demands in
connection with the Notes and this Indenture.

          Section 2.4.  Holders to Be Treated as Owners; Payments of Interest.
(a) The Company, the Paying Agent, the Registrar, the Trustee and any agent of
the Company, the Paying Agent, the Registrar or the Trustee may deem and treat
each Holder of a Note as the absolute owner of such Note for the purpose of
receiving payment of or on account of the principal of and, subject to the
provisions of this Indenture and the Notes, interest on such NOte and for all
other purposes. Neither the Company, the Paying Agent, the Registrar, the
Trustee nor any agent of the Company, the Paying Agent, the Registrar or the
Trustee shall be affected by any notice to the contrary. All such payments so
made to any such Person, or upon his order, shall be valid, and, to the extent
of the sum or sums so paid, effectual to satisfy and discharge the liability for
moneys payable upon any Note.

          (b)  As set forth more fully in the Notes, (i) interest accruing on
the Notes for the period from the Issue Date through March 1, 2002 shall accrue
and be added on each relevant Interest Payment Date to the principal amount
thereof and (ii) interest accruing on the Notes for the period commencing on
March 1, 2002 and continuing thereafter shall be payable in cash on each
Interest Payment Date commencing with the Interest Payment Date of September 1,
2002. The Holder of a Definitive Registered Note at the close of business on the
Regular Record Date with respect to any Interest Payment Date shall be entitled
to receive the interest payable on such Interest Payment Date notwithstanding
any transfer or exchange of such Definitive Registered Note subsequent to the
Regular Record Date and prior to such Interest Payment Date, except if and to
the extent the Company shall default in the payment of the interest due on such
Interest Payment Date, in which case such defaulted interest shall be paid in
accordance with Section 2.13; provided that, in the event of an exchange of a
Definitive Registered Note for a beneficial interest in any Global Note
subsequent to a Regular Record Date or any special record date and prior to or
on the related Interest Payment Date or other payment date under Section 2.13,
any payment of interest payable on such payment date with respect to any such
Definitive Registered Note shall be made to the Person in whose name such
Definitive Registered Note was registered on such record date. Payments of
interest on the Global Notes will be made to the Holder of the Global Note on
each Interest Payment Date; provided that, in the event of an exchange of all or
a portion of the Global Note for Definitive Registered Notes subsequent to the
Regular Record Date or any special record date and prior to or on the related
Interest Payment Date or other payment date under Section 2.13, any payment of
interest payable on such payment date with respect to the Definitive Registered
Note shall be made to the Holder of the Global Note.

                                     -21-
<PAGE>

          (c)  The Trustee shall pay interest to the extent funds therefore are
available to the Depositary with respect to any Global Note held by the Trustee,
in accordance with written instructions received from the Depositary, at least
five Business Days before the applicable Interest Payment Date.

          Section 2.5.  Paying Agent to Hold Money in Trust.  The Company shall
require each Paying Agent other than the Trustee to agree in writing that such
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, or interest
on, the Notes (whether such money has been paid to it by the Company or any
other obligor on the Notes), and the Company and the Paying Agent shall notify
the Trustee in writing of any default by the Company (or any other obligor on
the Notes) in making any such payment. Unless the Company or any Subsidiary is
the Paying Agent, money held in trust by the Paying Agent need not be segregated
except as required by law and in no event shall the Paying Agent be liable for
any interest on any money received by it hereunder. The Company at any time may
require the 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 Event of Default specified in Section 6.1(a) or (b), upon written request
to the Paying Agent, require such Paying Agent to pay forthwith all money so
held by it to the Trustee and to account for any funds disbursed. Upon making
such payment, the Paying Agent shall have no further liability for the money
delivered to the Trustee. If the Company or any Subsidiary of the Company acts
as Paying Agent it shall, on or before each due date of the principal of or
interest on the Notes, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

           Section 2.6.  Holder Lists.  The Trustee shall preserve in as current
a form as is reasonably practicable the most recent list available to it from
the Registrar of the names and addresses of the Holders of Notes. If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least five
Business Days before each Interest Payment Date, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes, if any.

          Section 2.7.  Transfer and Exchange.  (a) Transfer and Exchange of
Global Notes. Transfer of the Global Notes shall be by delivery. All Global
Notes will be exchanged by the Company for Definitive Registered Notes if (i)
the Company delivers to the Trustee notice from the Depositary that it is
unwilling or unable to continue to act as Depositary or that it is no longer a
clearing agency registered under the Exchange Act and, in either case, a
successor Depositary is not appointed by the Company within 90 days after the
date of such notice from the Depositary; or (ii) the Company in its sole
discretion determines that the Global Notes (in whole but not in part) should be
exchanged for Definitive Registered Notes and delivers a written notice to such
effect to the Trustee. Upon the occurrence of any of the preceding events,
Definitive Registered Notes shall be issued in such names as the Depositary
shall instruct the Trustee. Global Notes may also be exchanged or replaced, in
whole or in part, as provided in Sections 2.8 and 2.11. Every Note authenticated
and delivered in exchange for, or in lieu of, a Global Note or

                                     -22-
<PAGE>

any portion thereof, pursuant to Section 2.8 or 2.11 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.7(a).

          (b) Transfer and Exchange of Book-Entry Interests. The transfer and
exchange of Book-Entry Interests shall be effected through the Depositary, in
accordance with this Indenture and the procedures of the Depositary therefor.
Book-Entry interests in Restricted Global Notes shall be subject to restrictions
on transfer comparable to those set forth herein to the extent required by the
Securities Act. The Trustee shall have no obligation to ascertain the
Depositary's compliance with any such restrictions on transfer. Transfers of
Book-Entry Interests shall also require compliance with subparagraph (i) below,
as well as one or more of the other following subparagraphs as applicable:

        (i) All Transfers and Exchanges of Book-Entry Interests. In connection
   with all transfers and exchanges of Book-Entry Interests (other than
   transfers of Book-Entry Interests in a Global Note to Persons who take
   delivery thereof in the form of a Book-Entry Interest in the same Global
   Note), the transferor of such Book-Entry Interest must deliver to the
   Registrar either (A) (1) instructions given in accordance with the Applicable
   Procedures from a Participant or an Indirect Participant directing the
   Depositary to credit or cause to be credited a Book-Entry Interest in the
   specified Global Note in an amount equal to the Book-Entry Interest to be
   transferred or exchanged, (2) a written order given in accordance with the
   Applicable Procedures containing information regarding the Participant
   account to be credited with such increase and (3) instructions given by the
   Holder of the Global Note to effect the transfer referred to in (1) and (2)
   above or (B) (1) instructions given in accordance with the Applicable
   Procedures from a Participant or an Indirect Participant directing the
   Depositary to cause to be issued a Definitive Registered Note in an amount
   equal to the Book-Entry Interest to be transferred or exchanged and (2)
   instructions given by the Holder of the Global Note to effect the transfer
   referred to in (1) above.

        (ii) Transfer of Book-Entry Interests in the Same Restricted Global
     Note. Book-Entry Interests in any Restricted Global Note may be transferred
     to Persons who take delivery thereof in the form of a Book-Entry Interest
     in the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend.

        (iii) Transfer of Book-Entry Interests to Another Restricted Global
     Note. Book-Entry Interests in any Restricted Global Note may be transferred
     to Persons who take delivery thereof in the form of a Book-Entry Interest
     in another Restricted Global Note if the Registrar receives the following:

                (A) if the transferee will take delivery in the form of a Book-
          Entry Interest in the 144A Global Note, then the transferor must
          deliver a certificate in the form of Exhibit C hereto, including the
          certifications in item (1) thereof; and

                                -23-
<PAGE>

               (B) if the transferee will take delivery in the form of a Book-
          Entry Interest in the Regulation S Global Note, then the transferor
          must deliver a certificate in the form of Exhibit C hereto, including
          the certifications in item (2) thereof.

         (iv)   Notation by the Trustee of Transfer of Book-Entry Interests
     among Global Notes. Upon satisfaction of the requirements for transfer of
     Book-Entry Interests pursuant to clause (iii) above, the Trustee, as
     Registrar, shall reduce or cause to be reduced the aggregate principal
     amount of the relevant Global Note from which the Book-Entry Interest is
     being transferred, and increase or cause to be increased the aggregate
     principal amount of the Global Note to which the Book-Entry Interest is
     being transferred in each case, by the principal amount of the Book-Entry
     Interest being transferred and shall direct the Depositary to make
     corresponding adjustments in its book-entry system of the corresponding
     Depositary Interests. No transfer of Book-Entry Interests shall be effected
     until, and any transferee pursuant thereto shall succeed to the rights of a
     holder of Book-Entry Interests only when, the requirements for transfer of
     Book-Entry Interests pursuant to clause (iii) or (iv) above shall have been
     satisfied and the Registrar has made appropriate adjustments to the
     applicable Global Note in accordance with this paragraph.

          (c) Transfer or Exchange of Book-Entry Interests for Definitive
Registered Notes.

          (i) If any holder of a Book-Entry Interest in a Restricted Global Note
     proposes to exchange such Book-Entry Interests for a Definitive Registered
     Note or to transfer such Book-Entry interest to a Person who takes delivery
     thereof in the form of a Definitive Registered Note, then, upon receipt by
     the Registrar of the following documentation (all of which may be submitted
     by facsimile):

               (A) if the holder of such Book-Entry Interest in a Restricted
          Global Note proposes to exchange such Book-Entry Interest for a
          Restricted Definitive Registered Note, a certificate from such holder
          in the form of Exhibit D hereto, including the certifications in item
          (2)(a) thereof;

               (B) if such Book-Entry Interest is being transferred to a QIB in
          accordance with Rule 144A under the Securities Act, a certificate to
          the effect set forth in Exhibit C hereto, including the certifications
          in item (1) thereof;

               (C) if such Book-Entry Interest is being transferred to a Non-
          U.S. Person in an offshore transaction in accordance with Rule 904
          under the Securities Act, a certificate to the effect set forth in
          Exhibit C hereto, including the certifications in item (2) thereof;

               (D) if such Book-Entry Interest is being transferred pursuant to
          an exemption from registration in accordance with Rule 144 under the
          Securities Act, a certificate to the effect set forth in Exhibit C
          hereto, including the certifications in item (3)(a) thereof;



                                     -24-
<PAGE>

          (E) if such Book-Entry Interest is being transferred to an
     Institutional Accredited Investor in reliance on an exemption from the
     registration requirements of the Securities Act other than those listed in
     subparagraphs (B) through (D) above, a certificate to the effect set forth
     in Exhibit C hereto, including the certifications in item (3)(d) thereof, a
     certificate from the transferee to the effect set forth in Exhibit E hereof
     and, to the extent required by item 3(d) of Exhibit C, an Opinion of
     Counsel from the transferee or the transferor reasonably acceptable to the
     Company to the effect that such transfer is in compliance with the
     Securities Act and such Book-Entry Interest is being transferred in
     compliance with any applicable blue sky securities laws of any state of the
     United States;

          (F) if such Book-Entry Interest is being transferred to the Company or
     any of its Subsidiaries, a certificate to the effect set forth in Exhibit C
     hereto, including the certifications in item (3)(b) thereof; or

          (G) if such Book-Entry interest is being transferred pursuant to an
     effective registration statement under the Securities Act, a certificate to
     the effect set forth in Exhibit C hereto, including the certifications in
     item (3)(c) thereof;

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly and direct the Depositary to make a corresponding
reduction in its book-entry system of the corresponding Depositary Interests,
and the Company shall execute and the Trustee shall authenticate and deliver to
the Person designated in the instructions a Definitive Registered Note in the
appropriate principal amount; provided, however, that no Definitive Registered
Notes shall be delivered until all applicable requirements set forth in this
Section 2.7(c) shall have been satisfied. Definitive Registered Notes issued in
exchange for a Book-Entry Interest pursuant to this Section 2.7(c) shall be
registered in such names and in such authorized denominations as the Holder
shall instruct the Registrar through instructions from the Depositary and the
Participant or Indirect Participant. The Trustee shall deliver such Definitive
Registered Notes to the Persons in whose names such Notes are so registered.
Definitive Registered Notes issued in exchange for a Book-Entry interest
pursuant to this Section 2.7(c)(i) shall bear the Private Placement Legend and
shall be subject to all restrictions on transfer contained therein unless the
Registrar receives the following:

          (A) if the holder of such Book-Entry Interest in a Restricted Global
     Note proposes to exchange such Book-Entry Interest for a Definitive
     Registered Note that does not bear the Private Placement Legend, a
     certificate from such holder in the form of Exhibit D hereto, including the
     certifications in item (1)(b) thereof; and

          (B) if the holder of such Book-Entry Interest in a Restricted Global
     Note proposes to transfer such Book-Entry Interest to a Person who will
     take delivery thereof in the form of a Definitive Registered Note that does
     not bear the

                                     -25-
<PAGE>

          Private Placement Legend, a certificate in the form of Exhibit C
          hereto, including the certifications in item (4) thereof; and

               (C) in each such case set forth in subparagraphs (A) and (B)
          above an Opinion of Counsel in form reasonably acceptable to the
          Company, to the effect that such exchange or transfer is in compliance
          with the Securities Act, that the restrictions on transfer contained
          herein and in the Private Placement Legend are not required in order
          to maintain compliance with the Securities Act, and such Book-Entry
          Interest is being exchanged or transferred in compliance with any
          applicable blue sky securities laws of any State of the United States.

          (ii) Definitive Registered Notes issued in exchange for a Book-Entry
     Interest pursuant to this Section 2.7(c)(ii) shall be registered in such
     names and in such authorized denominations as the Holder shall instruct the
     Registrar through instructions from the Depositary and the Participant or
     Indirect Participant. The Trustee shall deliver such Definitive Registered
     Notes to the Persons in whose names such Notes are so registered.
     Definitive Registered Notes issued in exchange for a Book-Entry Interest
     pursuant to this Section 2.7(c)(ii) shall not bear the Private Placement
     Legend.

          (d) Transfer or Exchange of Restricted Definitive Registered Notes for
Book-Entry Interests. If any holder of Restricted Definitive Registered Notes
proposes to exchange such Notes for a Book-Entry Interest in a Restricted Global
Note or to transfer such Restricted Definitive Registered Notes to a Person who
takes delivery thereof in the form of a Book-Entry Interest in a Restricted
Global Note, then, upon receipt by the Registrar of the following documentation
(all of which may be submitted by facsimile):

          (i) if such Restricted Definitive Registered Notes are being
     transferred to a QIB in accordance with Rule 144A under the Securities Act,
     a certificate to the effect set forth in Exhibit C hereto, including the
     certifications in item (1) thereof;

          (ii) if such Definitive Registered Notes are being transferred to a
     Non-U.S. Person in an offshore transaction in accordance with Rule 904
     under the Securities Act, a certificate to the effect set forth in Exhibit
     C hereto, including the certifications in item (2) thereof;

          (iii) if such Definitive Registered Notes are being transferred to
     the Company or one of its Subsidiaries, a certificate to the effect set
     forth in Exhibit C hereto, including the certifications in item (3)(b)
     thereof; or

          (iv) if such Definitive Registered Notes are being transferred
     pursuant to an effective registration statement under the Securities Act, a
     certificate to the effect set forth in Exhibit C hereto, including the
     certifications in item (3)(c) thereof;

the Trustee shall cancel the Definitive Registered Notes, increase or cause to
be increased the aggregate principal amount of, in the case of clause (A) above,
the 144A Global Note, in the case

                                     -26-
<PAGE>

of clause (B) above, the Regulation S Global Note and direct the Depositary to
make a corresponding increase in its book-entry system of the corresponding
Depositary Interest.

          (e) Transfer and Exchange of Definitive Registered Notes. When
Definitive Registered Notes are presented by a Holder to the Registrar with a
request to register the transfer of the Definitive Registered Notes or to
exchange such Definitive Registered Notes for an equal principal amount of
Definitive Registered Notes of other authorized denominations, the Registrar
shall register the transfer or make the exchange as requested only if the
Definitive Registered Notes are presented or surrendered for registration of
transfer or exchange and are endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by his attorney, duly authorized in writing and upon receipt of such
certificates and Opinions of Counsel as shall be necessary to evidence
compliance with the restrictions on transfer contained in the Private Placement
Legend and this Indenture.

          (f)  Intentionally Omitted.

          (g) Legends. (i) Each Restricted Global Note and, except as permitted
by clause (ii) below, each Definitive Registered Note (and all Notes issued in
exchange therefor or substitution thereof) shall bear the legend in
substantially the following form:

          THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
          1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
          OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
          STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT
          AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
          HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER"
          (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN
          "INSTITUTIONAL ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1),
          (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN
          "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON
          AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE
          WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL
          NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) AS IN EFFECT
          WITH RESPECT TO SUCH TRANSFER, RESELL OR OTHERWISE TRANSFER THIS NOTE
          EXCEPT (A) TO EARTHWATCH INCORPORATED OR ANY SUBSIDIARY THEREOF, (B)
          TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER
          THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT,
          PRIOR TO SUCH TRANSFER, FURNISHES TO THE

                                     -27-
<PAGE>

         TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
         AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE
         FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH
         TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT AT MATURITY OF
         NOTES AT THE TIME OF TRANSFER OF LESS THAN $100,000, AN OPINION OF
         COUNSEL ACCEPTABLE TO EARTHWATCH INCORPORATED THAT SUCH TRANSFER IS IN
         COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN
         OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES
         ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
         144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3)
         AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS
         TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
         CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD
         REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH
         ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND
         SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS
         AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH
         TRANSFER, FURNISH TO EACH OF THE TRUSTEE AND THE COMPANY SUCH
         CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM
         MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
         PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH INSTITUTIONAL
         ACCREDITED INVESTOR THAT IS NOT A QIB WILL ALSO BE REQUIRED TO EFFECT
         ANY TRANSFER OF THIS NOTE THROUGH MORGAN, STANLEY & CO. INCORPORATED.
         AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES"
         AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF
         REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A
         PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
         THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

                                     -28-
<PAGE>

          (ii) In connection with the transfer or exchange of any Restricted
Definitive Registered Notes, if the Registrar receives the following:

          (A) if the Holder of such Restricted Definitive Registered Notes
     proposes to exchange such Notes for a Definitive Registered Note that does
     not bear the Private Placement Legend, a certificate from such holder in
     the form of Exhibit D hereto, including the certifications in item (1)(d)
     thereof;

          (B) if the Holder of such Restricted Definitive Registered Notes
     proposes to transfer such Notes to a Person who shall take delivery thereof
     in the form of a Definitive Registered Note that does not bear the Private
     Placement Legend, a certificate in the form of Exhibit C hereto, including
     the certifications in item (4) thereof; and

          (C) in each case set forth in these subparagraphs (A) and (B), an
     Opinion of Counsel in form reasonably acceptable to the Company, to the
     effect that such exchange or transfer is in compliance with the Securities
     Act, that the restrictions on transfer contained herein and in the Private
     Placement Legend are not required in order to maintain compliance with the
     Securities Act, and such exchange or transfer is being exchanged or
     transferred in compliance with any applicable blue sky securities laws of
     any State of the United States,

then, upon compliance with the provisions of Section 2.7(e), the Trustee shall
authenticate and issue Definitive Registered Notes that do not bear the Private
Placement Legend and all restrictions on the transfer of such Definitive
Registered Notes shall be rescinded.

          (h) Global Note Legend. Each Global Note shall bear a legend in
substantially the following form:

          THIS GLOBAL NOTE IS HELD BY THE TRUSTEE, AS CUSTODIAN FOR THE
          DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE), IN
          CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
          TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I)
          THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO
          SECTION 2.7(a) OF THE INDENTURE AND (II) THIS GLOBAL NOTE MAY BE
          TRANSFERRED TO A DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
          EARTHWATCH INCORPORATED.

          (i)  Intentionally Omitted.

          (j)  Intentionally Omitted.

          (k) Cancellation and/or Adjustment of Global Notes. At such time as
all Book-Entry Interests have been exchanged for Definitive Registered Notes,
all Global Notes shall be returned to or retained and cancelled by the Trustee
in accordance with Section 2.12 hereof. At

                                     -29-
<PAGE>

any time prior to such cancellation, if any Book-Entry Interest is exchanged for
an interest in another Global Note or for Definitive Registered Notes, the
principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note, by the Trustee
or the Depositary, at the direction of the Trustee, to reflect such reduction.

          (l) General Provisions Relating to All Transfers and Exchanges. (i) To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Global Notes and Definitive Registered Notes upon
the Company's order or at the Registrar's request.

          (ii) No service charge shall be made to a Holder for any registration
of transfer or exchange, but the Company may require payment of a sum sufficient
to cover any stamp or transfer tax or similar governmental charge payable in
connection therewith (other than any such stamp or transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.11,
3.1, 4.6, 4.14 and 9.4 hereof).

          (iii) All Global Notes and Definitive Registered Notes issued upon any
registration of transfer or exchange of Global Notes or Definitive Registered
Notes shall be the valid obligations of the Company, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Global Notes or
Definitive Registered Notes surrendered upon such registration of transfer or
exchange.

         (iv) The Company shall not be required (A) to issue, to register the
transfer of or to exchange Notes during a period beginning at the opening of
business 15 days before the day of any selection of Notes for redemption under
Section 3.3 hereof and ending at the close of business on the day of selection,
(B) to register the transfer of or to exchange any Note so selected for
redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part or (C) to register the transfer of, or to exchange a Note
between, a record date and the next succeeding Interest Payment Date.

          (v) Prior to due presentment for the registration of a transfer of any
Note, the Trustee, any Agent and the Company may deem and treat the Person in
whose name any Note is registered as the absolute owner of such Note for the
purpose of receiving payment of principal of and interest on such Notes and for
all other purposes, and neither the Trustee, any Agent nor the Company shall be
affected by notice to the contrary.

         (vi) The Trustee shall authenticate Global Notes and Definitive
Registered Notes in accordance with the provisions of Section 2.2 hereof.

          Section 2.8. Replacement Notes. If a mutilated Definitive Registered
Note is surrendered to the Registrar or the Trustee, if a mutilated Global Note
is surrendered to the Company or the Trustee or if the Company and the Trustee
receive evidence to their satisfaction that any Note has been lost, destroyed or
stolen, the Company shall issue and the Trustee shall authenticate a replacement
Note in such form as the Notes mutilated, lost, destroyed or wrongfully taken if
(i) in the case of a lost, destroyed or stolen Note, the Holder of such Note

                                     -30-
<PAGE>

furnishes to the Company, the Trustee and, in the case of a Definitive
Registered Note, the Registrar, evidence reasonably acceptable to them of the
ownership and the destruction, loss or theft of such Note and (ii) an indemnity
bond shall be posted by the Holder requesting replacement, sufficient in the
judgment of each to protect the Company, the Registrar (in the case of a
Definitive Registered Note), the Trustee or any Agent from any loss that any of
them may suffer if such Note is replaced. Prior to the issuance of any such
replacement Note, the Trustee shall notify the Company of any request therefor.
The Company may charge such Holder for the Company's out-of-pocket expenses in
replacing such Note and the Trustee may charge the Holder for the Trustee's
expenses in replacing such Note. Every replacement Note shall constitute an
additional obligation of the Company and shall be entitled to all of the
benefits of this Indenture equally and proportionally with all other Notes
issued hereunder. The provisions of this Section 2.8 are exclusive and shall
preclude (to the extent permitted by applicable law) all other rights and
remedies with respect to the replacement of mutilated, lost, destroyed or stolen
Notes.

          Section 2.9. Outstanding Notes. The Notes outstanding at any time are
all Notes that have been authenticated by the Trustee except for (a) those
cancelled by it, (b) those delivered to it for cancellation, (c) to the extent
set forth in Sections 8.1 and 8.2, on or after the date on which the conditions
set forth in Section 8.1 or 8.2 have been satisfied, those Notes theretofore
authenticated and delivered by the Trustee hereunder and (d) those described in
this Section 2.9 as not outstanding. Subject to Section 2.10, a Note does not
cease to be outstanding because the Company or one of its Affiliates holds the
Note.

          If a Note is replaced pursuant to Section 2.8, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser in whose hands such Note is a
legal, valid and binding obligation of the Company.

          If the principal amount of any Note is considered to be paid under
Section 4.1, it ceases to be outstanding and interest thereon shall cease to
accrue.

          If the Paying Agent holds, in its capacity as such, on the Stated
Maturity of a Note, on any Redemption Date or on any Payment Date, money
sufficient to pay all accrued interest and principal with respect to such Notes
payable on that date and is not prohibited from paying such money to the Holders
thereof pursuant to the terms of this Indenture, then on and after that date
such Notes cease to be outstanding and interest on them ceases to accrue.

          Section 2.10. Treasury Notes. In determining whether the Holders of
the required principal amount of Notes have concurred in any direction, waiver
or consent or any amendment, modification or other change to this Indenture,
Notes owned, directly or indirectly, by the Company or an Affiliate of the
Company shall be disregarded as though they were not outstanding, except that
for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent or any amendment, modification
or other change to this Indenture, only Notes that a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded.

                                     -31-
<PAGE>

          Section 2.11. Temporary Notes. Until definitive Notes are prepared and
ready for delivery, the Company may prepare and the Trustee shall, upon receipt
of a Company Order, authenticate temporary Notes. Temporary Notes shall be
substantially in the form of definitive Notes but may have variations that the
Company considers appropriate for temporary Notes. Without unreasonable delay,
the Company shall prepare and the Trustee shall authenticate definitive Notes in
exchange for temporary Notes. Until such exchange, temporary Notes shall be
entitled to the same rights, benefits and privileges as definitive Notes.

          Section 2.12. Cancellation. The Company at any time may deliver Notes
to the Trustee for cancellation. The Registrar and the Paying Agent shall
forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange, payment or purchase. The Trustee shall cancel all Notes
surrendered for registration of transfer, exchange, payment, replacement,
cancellation or purchase and shall dispose of all cancelled Notes in accordance
with its customary procedures (in each case subject to the record retention
requirement of the Exchange Act) unless the Company directs the Trustee to
return such Note to the Company, and, if so destroyed or disposed of, shall
deliver a certificate of disposition thereof to the Company. The Company may not
reissue or resell, or issue new Notes to replace, Notes that the Company has
redeemed or paid or purchased, or that have been delivered to the Trustee for
cancellation; provided that the Company may re-issue Notes in accordance with
Section 2.7.

          Section 2.13. Defaulted Interest. If the Company defaults on a payment
of interest on the Notes, it shall pay the defaulted interest plus (to the
extent permitted by law) any interest payable on the defaulted interest, in each
case at the interest rate per annum set forth on the face of the Notes and in
accordance with the terms hereof, to (a) the Persons who are Holders of
Definitive Registered Notes, if any, on a subsequent special record date, which
date shall be at least five Business Days prior to the payment date for such
defaulted interest, and (b) if any Global Notes are outstanding on such payment
date, to the Holder of the Global Notes on such payment date. The Company shall
fix such special record date and payment date in a manner reasonably
satisfactory to the Trustee. At least 15 days before such special record date,
the Company shall mail to each Holder of Definitive Registered Notes, if any,
and if the Global Notes are still outstanding, to the Holder thereof and the
Depositary, a notice that states the special record date, the payment date and
the amount of defaulted interest or interest payable on such defaulted interest,
if any, to be paid.

          Section 2.14. CUSIP, CINS, or ISIN Number. The Company in issuing the
Notes may use a CUSIP, "CINS" or "ISIN" number, and if so, such CUSIP, CINS or
ISIN number shall be included in notices of redemption, repurchase or exchange
as a convenience to Holders, provided, however, that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP,
CINS or ISIN number printed in the notice or on the Notes, and that reliance may
be placed only on the other identification numbers printed on the Notes. The
Company will promptly notify the Trustee of any change in the CUSIP, CINS or
ISIN number.

          Section 2.15. Deposit of Moneys. Prior to 12:00 noon, New York City
time, on each Interest Payment Date on which interest is payable in cash, at the
Stated Maturity of the

                                     -32-
<PAGE>

Notes, on each Redemption Date, on each Payment Date and on the Business Day
immediately following any acceleration of the Notes pursuant to Section 6.2, the
Company shall deposit with the Paying Agent in immediately available funds money
(in United States dollars) sufficient to make cash payments, if any, due on such
Interest Payment Date, Stated Maturity, Redemption Date, Payment Date or
Business Day, as the case may be, in a timely manner which permits the Trustee
to remit payment to the Holders on such Interest Payment Date, Stated Maturity,
Redemption Date, Payment Date or Business Day, as the case may be.

                                 ARTICLE THREE
                                  REDEMPTION

          Section 3.1. Right of Redemption. The Notes may be redeemed at the
election of the Company, in whole or in part, at any time on or after March 1,
2002 and from time to time thereafter prior to maturity, upon not less than 30
nor more than 60 days' prior notice mailed by first-class mail to each Holder's
last address as it appears in the Register, in amounts of $1,000 or an integral
multiple of $1,000, at a Redemption Price set forth in the Notes plus accrued
and unpaid interest, if any, to but excluding the Redemption Date (subject to
the right of Holders of record on the relevant Regular Record Date to receive
interest due on an interest payment date that is on or prior to the Redemption
Date).

          Section 3.2. Notices to Trustee. If the Company elects to redeem Notes
pursuant to Section 3.1, it shall notify the Trustee in writing of the
Redemption Date and the principal amount of Notes to be redeemed.

          The Company shall give such notice provided for in this Section 3.2 in
an Officers' Certificate at least 60 days before the Redemption Date (unless a
shorter period shall be satisfactory to the Trustee).

          Section 3.3. Selection of Notes to Be Redeemed. If less than all of
the Notes are to be redeemed at any time, the Trustee shall select the Notes to
be redeemed in compliance with the requirements, as certified to it by the
Company, of the principal national securities exchange, if any, on which the
Notes are listed or, if the Notes are not listed on a national securities
exchange, on a pro rata basis, by lot or by such other method as the Trustee in
its sole discretion shall deem fair and appropriate; provided that no Notes of
$1,000 in principal amount at maturity or less shall be redeemed in part.

          The Trustee shall make the selection from the Notes outstanding and
not previously called for redemption. Notes in denominations of $1,000 in
principal amount at maturity may only be redeemed in whole. The Trustee may
select for redemption portions (equal to $1,000 in principal amount at maturity
or any integral multiple thereof) of Notes that have denominations larger than
$1,000 in principal amount at maturity. Provisions of this Indenture that apply
to Notes called for redemption also apply to portions of Notes called for
redemption. The Trustee shall notify the Company and the Registrar promptly in
writing of the Notes or portions of Notes to be called for redemption.

                                     -33-
<PAGE>

          Section 3.4. Notice of Redemption. With respect to any redemption of
Notes pursuant to Section 3.1, at least 30 days but not more than 60 days
before a Redemption Date, the Company shall mail a notice of redemption by first
class mail to each Holder whose Notes are to be redeemed.

          The notice shall identify the Notes (including CUSIP numbers) to be
redeemed and shall state:

          (i) the Redemption Date;

          (ii) the Redemption Price;

          (iii) the name and address of the Paying Agent;

          (iv) that Notes called for redemption must be surrendered to the
     Paying Agent in order to collect the Redemption Price;

          (v) that, unless the Company defaults in making the redemption
     payment, interest on Notes called for redemption ceases to accrue on and
     after the Redemption Date and the only remaining right of the Holders is to
     receive payment of the Redemption Price plus accrued interest to the
     Redemption Date upon surrender of the Notes to the Paying Agent;

          (vi) that, if any Note is being redeemed in part, the portion of the
     principal amount (equal to $1,000 in principal amount at maturity or any
     integral multiple thereof) of such Note to be redeemed and that, on and
     after the Redemption Date, upon surrender of such Note, a new Note or Notes
     in principal amount at maturity equal to the unredeemed portion thereof
     will be reissued; and

          (vii) that, if any Note contains a CUSIP, CINS, ISIN or other
     identification number as provided in Section 2.14, no representation is
     being made as to the correctness of the CUSIP, CINS, ISIN or other
     identification number either as printed on the Notes or as contained in the
     notice of redemption and that reliance may be placed only on the other
     identification numbers printed on the Notes.

          At the Company's request contained in a Company Order (which request
may be revoked by the Company at any time prior to the time at which the Trustee
shall have given such notice to the Holders), made to the Trustee at least 15
days before mailing the notice to Holders referred to in Section 3.1, the
Trustee shall give such notice of redemption in the name and at the expense of
the Company. If, however, the Company gives such notice to the Holders, the
Company shall concurrently deliver to the Trustee an Officers' Certificate
stating that such notice has been given.

          Section 3.5. Effect of Notice of Redemption. Once notice of redemption
is mailed, Notes called for redemption become due and payable on the Redemption
Date and at the

                                     -34-
<PAGE>

Redemption Price. Upon surrender of any Notes to the Paying Agent, such Notes
shall be paid at the Redemption Price, plus accrued and unpaid interest, if any
to the Redemption Date.

          Section 3.6. Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Paying Agent (or, if the
Company is acting as its own Paying Agent, shall segregate and hold in trust as
provided in section 2.5) money sufficient to pay the Redemption Price of, and
accrued and unpaid interest on all Notes to be redeemed on that date other than
Notes or portions thereof called for redemption on that date that have been
delivered by the Company to the Trustee for cancellation.

          Section 3.7. Payment of Notes Called for Redemption. If notice of
redemption has been given to Holders in the manner provided above, the Notes or
portion of Notes specified in such notice to be redeemed shall become
irrevocably due and payable on the Redemption Date at the Redemption Price
stated therein, together with accrued interest to such Redemption Date, and on
and after any such Redemption Date (unless the Company shall default in the
payment of Notes to be redeemed on such date at the Redemption Price, plus
accrued interest to the Redemption Date, in which case the principal, until
paid, shall bear interest from the Redemption Date at the rate prescribed in the
Notes), such Notes shall cease to accrue interest. Upon surrender of any Note
for redemption in accordance with a notice of redemption, such Note shall be
paid and redeemed by the Company at the Redemption Price, plus accrued interest
to the Redemption Date, provided that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
registered as such at the close of business on the relevant Regular Record Date.

          Section 3.8. Notes Redeemed in Part. Upon cancellation of any Note
that is redeemed in part, the Company shall issue and the Trustee shall
authenticate and deliver to the Holder a new Note equal in principal amount at
maturity to the unredeemed portion of such surrendered Note.

                                 ARTICLE FOUR
                                   COVENANTS

          Section 4.1. Payment of Notes. The Company shall pay the principal
of, premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes and this Indenture. An installment of principal, premium,
if any, or interest shall be considered paid on the date due if the Trustee or
Paying Agent (other than the Company, a Subsidiary of the Company, or any
Affiliate of any of them) holds as of 10:00 A.M. New York City time on the due
date money deposited by the Company in immediately available funds and
designated for and sufficient to pay the installment.

          Section 4.2. Limitation on Restricted Payments. The Company will not,
and will not permit any Subsidiary to, directly or indirectly, (i) declare or
pay any dividend or make any distribution on or with respect to its Capital
Stock (other than (x) dividends or distributions payable solely in shares of its
Capital Stock (other than Redeemable Stock) or in options, warrants or other
rights, to acquire shares of such Capital Stock and (y) pro rata dividends or
distributions on Common Stock of Subsidiaries held by minority stockholders,
provided that

                                     -35-
<PAGE>

such dividends do not in the aggregate exceed the minority stockholders' pro
rata share of such Subsidiaries' cumulative net income from the first day of the
fiscal quarter beginning immediately following the Issue Date), (ii) purchase,
redeem, retire or otherwise acquire for value any shares of Capital Stock of (A)
the Company (including options, warrants or other rights to acquire such shares
of Capital Stock) held by any Person or (B) a Subsidiary (including options,
warrants or other rights to acquire such shares of Capital Stock) held by any
Affiliate of the Company (other than a Wholly Owned Subsidiary) or any holder
(or any Affiliate of such holder) of 5% or more of the Capital Stock of the
Company, (iii) make any voluntary or optional principal payment, or voluntary or
optional redemption, repurchase, defeasance, or other acquisition or retirement
for value, of Indebtedness of the Company that is subordinated in right of
payment to the Notes (other than the purchase, repurchase or the acquisition of
Indebtedness in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in any case due within one year of the date of
acquisition) or (iv) make any Investment, other than a Permitted Investment, in
any Person (such payments or any other actions described in clauses (i) through
(iv) being collectively "Restricted Payments") if, at the time of, and after
giving effect to, the proposed Restricted Payment: (A) a Default or Event of
Default shall have occurred and be continuing or (B) the aggregate amount of all
Restricted Payments (the amount, if other than in cash, to be determined in good
faith by the Board of Directors, whose determination shall be conclusive and
evidenced by a Board Resolution) made after the Issue Date shall exceed the sum
of (1) 50% of the aggregate amount of the Adjusted Consolidated Net Income (or,
if the Adjusted Consolidated Net Income is a loss, minus 100% of the amount of
such loss) (determined by excluding income resulting from transfers of assets by
the Company or a Subsidiary to a Subsidiary) accrued on a cumulative basis
during the period (taken as one accounting period) beginning on the first day of
the fiscal quarter immediately following the Issue Date and ending on the last
day of the last fiscal quarter preceding the Transaction Date for which reports
have been made available to the holders of the Notes plus (2) the aggregate Net
Cash Proceeds received by the Company after the Issue Date (exclusive of any Net
Cash Proceeds realized by the Company from the Recapitalization Transaction,
including up to $2,500,000 in Net Cash Proceeds realized from Ball Technology
Holdings Corporation or its Affiliates in connection with the Recapitalization
Transaction, but not including in the exclusion set forth in this parenthetical
any Net Cash Proceeds realized from Ball Technology Holdings Corporation or its
Affiliates that exceed $2,500,000) from the issuance and sale of its Capital
Stock (other than Redeemable Stock) to a Person who is not a Subsidiary of the
Company or from the issuance to a Person who is not a Subsidiary of the Company
of any options, warrants or other rights to acquire Capital Stock of the Company
(in each case, exclusive of any Redeemable Stock or any options, warrants or
other rights that are redeemable at the option of the holder, or are required to
be redeemed, prior to the Maturity Date) plus (3) an amount equal to the net
reduction after the Issue Date in Investments (other than reductions in
Permitted Investments) in any Person resulting from payments of interest on
Indebtedness, dividends, repayments of loans or advances, or other transfers of
assets, in each case to the Company or any Subsidiary or from the Net Cash
Proceeds from the sale of any such Investment (except, in each case, to the
extent any such payment or proceeds are included in the calculation of Adjusted
Consolidated Net Income), not to exceed, in each case, the amount of Investments
previously made by the Company or any Subsidiary in such Person.

                                     -36-
<PAGE>

          The foregoing provision shall not be violated by reason of: (i) the
payment of any dividend within 60 days after the date of declaration thereof if,
at said date of declaration, such payment would comply with the foregoing
paragraph; (ii) the repurchase, redemption or other acquisition of Capital Stock
of the Company (or options, warrants or other rights to acquire such Capital
Stock) (x) in exchange for, or out of the proceeds of a substantially concurrent
offering of, shares of Capital Stock (other than Redeemable Stock) of the
Company or (y) for cash in an aggregate amount not to exceed $2,000,000 in any
calendar year; (iii) the making of any principal payment or the purchase,
redemption, retirement, defeasance or other acquisition for value of
indebtedness of the Company which is subordinated in right of payment to the
Notes in exchange for, or out of the proceeds of, a substantially concurrent
offering of shares of the Capital Stock of the Company (other than Redeemable
Stock); (iv) the declaration or payment of dividends on the Common Stock of the
Company following a Public Equity Offering of such Common Stock, of up to 5% per
annum of the Net Cash Proceeds received by the Company in such Public Equity
Offering; or (v) payments or distributions, to dissenting stockholders pursuant
to applicable law, pursuant to or in connection with a consolidation, merger or
transfer of assets; provided that, in the case of any of the foregoing clauses
(i) through (v) of this paragraph, no Default or Event of Default shall have
occurred and be continuing or occur as a consequence of the actions or payments
set forth therein.

          Each Restricted Payment permitted pursuant to the preceding paragraph
(other than an exchange of Capital Stock for Capital Stock or indebtedness
referred to in clause (ii) or (iii) thereof), and the Net Cash Proceeds from any
issuance of Capital Stock referred to in clauses (ii) and (iii), shall be
included in calculating whether the conditions of clause (B) of the first
paragraph of this Section 4.2 have been met with respect to any subsequent
Restricted Payments.

          Section 4.3. Limitation on Liens. The Company will not, and will not
permit any Subsidiary to, create, incur, assume or suffer to exist any Lien
(other than Permitted Liens) on any of its assets or properties of any
character, or any shares of Capital Stock or Indebtedness of any Subsidiary,
without making effective provision for all of the Notes and all other amounts
due under the Indenture to be directly secured equally and ratably with (or, if
the obligation or liability to be secured by such Lien is subordinated in right
of payment to the Notes, prior to) the obligation or liability secured by such
Lien. The Company will not, and will not permit any Subsidiary to, create,
incur, assume or suffer to exist any Lien on the First QuickBird Satellite or
the First QuickBird Launch Insurance except, in the case of the First QuickBird
Launch Insurance, Liens thereon in favor of the Collateral Trustee or otherwise
securing the Notes and the Permitted Specified Indebtedness.

          Section 4.4. Limitation on Sale-Leaseback Transactions. The Company
will not, and will not permit any Subsidiary to, enter into any sale-leaseback
transaction involving any of its assets or properties whether now owned or
hereafter acquired, whereby the Company or a Subsidiary sells or transfers such
assets or properties and then or thereafter leases such assets or properties or
any part thereof or any other assets or properties which the Company or such
Subsidiary, as the case may be, intends to use for substantially the same
purpose or purposes as the assets or properties sold or transferred.

                                     -37-
<PAGE>

          The foregoing restriction does not apply to any sale-leaseback
transaction if (i) the lease is for a period, including renewal rights, of not
in excess of three years; (ii) the lease secures or relates to industrial
revenue or pollution control bonds; (iii) the transaction is solely between the
Company and any Wholly Owned Subsidiary or solely between Wholly Owned
Subsidiaries; or (iv) the lease relates to any present or future ground station
of the Company or any of its Subsidiaries.

          Notwithstanding anything to the contrary in this Indenture, the
Company will not, and will not permit any Subsidiary to, enter into any sale-
leaseback transaction involving the First QuickBird Satellite.

          Section 4.5. Maintenance of Office or Agency. The Company will
maintain an office or agency where the 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 Securities and this Indenture
may be served. 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 shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 12.2.

          The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations. The
Company shall give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

          The Company hereby initially designates the Corporate Trust Office of
the Trustee as such office of the Company in accordance with Section 2.3.

          Section 4.6. Repurchase of Notes upon a Change of Control. The Company
must commence, within 30 days of the occurrence of a Change of Control, and must
thereafter consummate an Offer to Purchase for all Notes then outstanding, at a
purchase price equal to 101% of the principal amount thereof on the relevant
Payment Date, plus accrued interest (if any) to the Payment Date.

          Section 4.7. Existence. Subject to Articles Four and Five of this
Indenture, 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 Subsidiary in accordance with the respective organizational documents of
the Company and each such Subsidiary and the rights (whether pursuant to
charter, partnership certificate, agreement, statute or otherwise), licenses and
franchises of the Company and each such Subsidiary; provided that the Company
shall not be required to preserve any such right, license or franchise, or the
existence of any Subsidiary (other than of the Company), if the maintenance or
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries taken as a whole; and provided further that any
Subsidiary may consolidate with, merge into, or sell, convey, transfer, lease or

                                     -38-
<PAGE>

otherwise dispose of all or part of its property and assets to the Company or
any Wholly Owned Subsidiary.

          Section 4.8. Payment of Taxes and Other Claims. The Company will pay
or discharge and shall cause each Subsidiary to pay or discharge, or cause to be
paid or discharged, before the same shall become delinquent (i) all material
taxes, assessments and governmental charges levied or imposed upon (a) the
Company or any such Subsidiary, (b) the income or profits of any such Subsidiary
which is a corporation or (c) the property of the Company or any such Subsidiary
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 such
Subsidiary; provided that the Company shall not be required to pay or discharge,
or cause to be paid or discharged, any such tax, assessment, charge or claim the
amount, applicability or validity of which is being contested in good faith by
appropriate proceedings or by the Company and its Subsidiaries where the failure
to effect such payment is not adverse in any material respect to the Holders.

          Section 4.9. Maintenance of Properties and Insurance. (a) General. The
provisions of this Section 4.9(a) shall be superseded by Section 4.9(b) below
with respect to the intentional ignition of the launch vehicle for, and the
subsequent operation of, the First QuickBird Satellite only. The Company will
use its best efforts to obtain and maintain in full force and effect with
respect to each and every satellite (other than the First QuickBird Satellite),
and each permitted replacement satellite therefor, launch insurance with respect
to each such satellite, in each case for a period which the Company deems
reasonable by comparison with other companies in a similar industry but in no
event for a period less than 30 days commencing on the date of intentional
ignition of the launch vehicle. Such insurance must be sufficient to cover an
amount equal to or greater than the sum of (a) the cost to replace such
satellite and launch vehicle, (b) the cost to launch a replacement satellite and
(c) the cost of launch insurance for such satellite or, in the event that the
Company has reason to believe that the cost of obtaining comparable insurance
for a replacement satellite would be materially higher, the Company's best
estimate of the cost of such comparable insurance. The insurance policy required
to be obtained pursuant to this Section 4.9(a) shall provide that if 95% or more
of a satellite's capacity is lost, the full amount of insurance will become due
and payable, and that if a satellite is able to maintain more than 15% but less
than 95% of its capacity, a portion of such insurance based on the lost capacity
will become due and payable.

          In the event that the Company receives proceeds from insurance
relating to any satellite pursuant to this Section 4.9(a), the Company may use a
portion of such proceeds to repay any vendor or third-party purchase money
financing pertaining to such satellite that is required to be repaid by reason
of the loss giving rise to such insurance proceeds. Until such time as the
Company shall have at least two satellites operating in orbit (a) if the Company
does not have any satellites in orbit, the Company shall use the remainder of
such proceeds to develop, construct, launch and insure a replacement high
resolution satellite of comparable or superior utility as compared with the
satellite being replaced and to develop the necessary supporting infrastructure
for the replacement satellite and shall use its best efforts to launch such
replacement satellite within nine months of the scheduled launch or of the
launch failure giving rise to the loss

                                     -39-
<PAGE>

proceeds and (b) if the Company shall then have only one satellite in orbit, as
soon as practicable after loss of a satellite and, in any event, no more than 28
months after such scheduled launch or launch failure, the Company shall use the
remainder of such proceeds to develop, construct, launch and insure a second
high resolution satellite of comparable or superior utility as the satellite
being replaced. If a constellation of two satellites has been successfully
launched and continues to remain operating in orbit, the Company may use such
insurance proceeds for the development or construction of additional satellites
or further development of the Company as the Board of Directors determined is in
the best interests of the Company.

          (b) Special Provisions Relating to First QuickBird Satellite.
Notwithstanding the generality of Section 4.9(a), with respect to the
intentional ignition of the launch vehicle for, and any operation following such
ignition of, the First QuickBird Satellite, the provisions of this Section
4.9(b) shall apply. The Company shall obtain no later than the date thirty (30)
days after the Closing Date and maintain in full force and effect thereafter
with respect to the First QuickBird Satellite, launch insurance with respect to
such satellite, in each case for a period which the Company deems reasonable by
comparison with other companies in a similar industry but in no event for a
period less than two years commencing on the date of intentional ignition of the
launch vehicle. Such insurance shall name the Collateral Trustee as sole loss
payee thereof and must be sufficient to cover an amount equal to or greater than
the sum of (a) the cost to replace such satellite and launch vehicle, (b) the
cost to launch a replacement satellite and (c) the cost of launch insurance for
such satellite or, in the event that the Company has reason to believe that the
cost of obtaining comparable insurance for a replacement satellite would be
materially higher, the Company's best estimate of the cost of such comparable
insurance, but in no event shall the amount of such insurance at any time
following the date thirty (30) days after the Closing Date for which the premium
therefor has been fully paid for at such time be less than the sum of (i)
$56,000,000 and (ii) the Permitted Specified Indebtedness Insurance Amount;
provided that in the event premiums are not at any time fully paid for in
respect of such launch insurance solely by reason of the fact that premiums
previously paid have been returned by the relevant insurance companies, the
Company will not thereby be in default of its obligations under this sentence so
long as all such returned premiums have been distributed to the Collateral
Trustee in accordance with the provisions of the Security Documents and any
amounts subsequently made available to the Company by the Collateral Trustee in
accordance with the Security Documents are immediately used for the purchase of
launch insurance complying with this sentence. The insurance policy required to
be obtained pursuant to this Section 4.9(b) shall provide that if 95% or more of
a satellite's capacity is lost, the full amount of insurance will become due and
payable, and that if a satellite is able to maintain more than 15% but less than
95% of its capacity, a portion of such insurance based on the lost capacity will
become due and payable.

          The Collateral Trustee shall be the sole loss payee on the First
QuickBird Launch Insurance and all proceeds from any First QuickBird Launch
Insurance shall be paid directly to the Collateral Trustee for application to
the Notes and the Permitted Specified Indebtedness in accordance with the
provisions of the Security Documents. In the event that, notwithstanding the
fact that the Collateral Trustee shall be the sole loss payee with respect to
the First QuickBird Launch Insurance, the Company or any Subsidiary at any time
shall receive any proceeds relating to the First QuickBird Launch Insurance from
the relevant insurance company or from any

                                     -40-
<PAGE>

source other than the Collateral Trustee in accordance with the Security
Documents, the Company shall cause such proceeds to be held in trust for the
benefit of the Collateral Trustee and immediately turned over to the Collateral
Trustee in the same form received with appropriate endorsements.

          Section 4.10. Compliance Certificates. Both of the two principal
accounting officers of the Company shall certify, on or before a date not more
than 90 days after the end of each fiscal year of the Company, that a review has
been conducted of the activities of the Company and its Subsidiaries, and the
Company's and its Subsidiaries' performance under the Indenture and that the
Company has fulfilled all obligations thereunder, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
and the nature and status thereof. The Company shall also notify the Trustee of
any default or defaults in the performance of any covenants or agreements under
the Indenture. The Company shall also comply with the other provisions of
Section 314(a) of the TIA.

          Section 4.11. Notice of Defaults. In the event that the Company
becomes, aware of any Event of Default, the Company, as the case may be,
promptly after it becomes aware thereof, will deliver to the Trustee an
Officer's Certificate specifying such Event of Default and what actions the
Company, is taking or proposes to take with respect thereto.

          Section 4.12. Commission Reports and Reports to Holders. Whether or
not the Company is subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, or any successor provision thereto, the Company shall file
with the Commission (to the extent permitted under the Exchange Act) on or
prior to the date they are or would have been required to file such with the
Commission (the "Required Filing Date") pursuant to such Section 13 or 15(d), or
any successor provision thereto, annual and quarterly consolidated financial
statements substantially equivalent to financial statements and such other
information (including reports on Form 8-K as if the Company were required to
file such reports) that would have been included in reports filed with the
Commission if the Company was subject to the requirements of Section 13 or
15(d), or any successor provision thereto, of the Exchange Act, including, with
respect to annual information only, a report thereon by such reporting entity's
certified independent public accountants (which must be a nationally known
accounting firm) as such would be required in such reports to the Commission
and, in the case of annual and quarterly reports, together with a management's
discussion and analysis of financial condition and results of operations which
would be so required. The Company shall supply the Trustee and the Transfer
Agent and each holder of Notes, or shall supply to the Trustee and the Transfer
Agent for forwarding to each holder, without cost to such holder, copies of such
reports or other information.

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall 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).

                                     -41-
<PAGE>

          Section 4.13. Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it shall 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 from paying all or any portion of the
principal of, premium, if any, 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, and (to the extent that it may
lawfully do so) the Company hereby expressly waives 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 shall suffer and
permit the execution of every such power as though no such law had been enacted.

          Section 4.14. Consent to Recapitalization Transaction and Transaction
Documents. Notwithstanding any other provision of this Indenture, neither the
consummation of the Recapitalization Transaction, nor the execution, delivery or
performance of any of the Transaction Documents is prohibited or restricted by
any term, covenant, condition, or provision of this Indenture, the Original
Indenture, the Notes, the Original Notes or the Security Documents, will not
constitute a Default or Event of Default hereunder or thereunder, and will not
require any prepayment of the Notes.

          Section 4.15. Registration of Notes. If at any time the Company
registers any Specified Permitted Indebtedness under the Securities Act, the
Company shall at such time (subject to the following sentence) include in any
such registration all Notes or otherwise cause the Notes to be concurrently
(subject to the following sentence) registered under the Securities Act, in any
case pursuant to substantially the same terms and conditions of the registration
of the Specified Permitted Indebtedness. If the managing underwriters of any
registration with respect to Specified Permitted Indebtedness advise the Company
in writing that in their opinion the amount of securities which would be
registered on account of the Company's compliance with this Section 4.15 exceeds
the amount which can be sold without adversely affecting the marketability of
the offering of Specified Permitted Indebtedness, the Company shall cause the
Notes to be registered (pursuant to substantially the same terms and conditions
of the registration of the Specified Permitted Indebtedness) as soon as
practicable, but in any case not later than six months following the date of the
registration of such Specified Permitted Indebtedness.

                                  ARTICLE FIVE
                             SUCCESSOR CORPORATION

          Section 5.1. Consolidation, Merger and Sale of Assets. The Company
will not consolidate with, merge with or into, or sell, convey, transfer, lease
or otherwise dispose of all or substantially all of its property and assets (as
an entirety or substantially an entirety in one transaction or a series of
related transactions) to, any Person or permit any Person to merge with or into
the Company unless:

          (i) the Company shall be the continuing Person, or the Person (if
     other than the Company) formed by such consolidation or into which the
     Company is merged or that

                                     -42-
<PAGE>

     acquired or leased such property and assets of the Company shall be a
     corporation organized and validly existing under the laws of the United
     States of America or any jurisdiction thereof and shall expressly assume,
     by a supplemental indenture, executed and delivered to the Trustees, all of
     the obligations of the Company on all of the Notes and under the Indenture;

          (ii) immediately after giving effect to such transaction, no Default
     or Event of Default shall have occurred and be continuing; and

         (iii)  the Company provides to the Trustees an Officers' Certificate
     and Opinion of Counsel, in each case stating that such consolidation,
     merger or transfer and such supplemental indenture complies with this
     provision and that all conditions precedent provided for herein relating to
     such transaction have been complied with.

          Section 5.2. Successor Substituted. Upon any consolidation or merger,
or any sale, conveyance, transfer or other disposition of all or substantially
all of the property and assets of the Company in accordance with Section 5.1 of
this Indenture, the successor Person formed by such consolidation or into which
the Company is merged or to which such sale, conveyance, transfer or other
disposition is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect
as if such successor Person had been named as the Company herein and thereafter,
except in the case of lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Notes.

                                  ARTICLE SIX
                             DEFAULT AND REMEDIES

          Section 6.1. Events of Default. An "Event of Default" shall occur
with respect to the Notes if:

          (a) default in the payment of principal of (or premium, if any, on)
     any Note when the same becomes due and payable at maturity, upon
     acceleration, redemption or otherwise;

          (b) default in the payment of interest on any Note when the same
     becomes due and payable, and such default continues for a period of 30
     days;

          (c) the failure to make or consummate an Offer to Purchase in
     accordance with Section 4.6 hereof;

          (d) the Company defaults in the performance of or breaches any other
     covenant or agreement of the Company in the Indenture or under the Notes
     (other than a default specified in clause (a), (b) or (c) above) or under
     the Security Documents and such default or breach continues for a period of
     30 consecutive days after written notice by the Trustee or the Holders of
     25% or more in aggregate principal amount at maturity of the Notes;

                                     -43-
<PAGE>

      (e) there occurs with respect to any issue or issues of indebtedness of
the Company or any Significant Subsidiary having an outstanding principal amount
of $1,000,000 or more in the aggregate for all such issues of all such Persons,
whether such indebtedness now exists or shall hereafter be created, (I) an event
of default that has caused the holder thereof to declare such indebtedness to be
due and payable prior to its Stated Maturity and such indebtedness has not been
discharged in full or such acceleration has not been rescinded or annulled
within 30 days of such acceleration and/or (II) the failure to make a principal
payment at the final (but not any interim) fixed maturity and such defaulted
payment shall not have been made, waived or extended within 30 days of such
payment default and/or (III) with respect to any Permitted Specified
Indebtedness, there shall occur any default in the performance or observance of
any term, condition, covenant or agreement contained therein or any agreement
relating thereto, or any other event specified in any such Indebtedness or
agreement, if the effect thereof is to cause, or permit the holder or holders
of such Indebtedness (or any trustee or other representative of any such
holder(s)) to cause such Indebtedness to become due prior to its Stated
Maturity;

     (f) any final judgment or order (not covered by insurance) for the payment
of money in excess of $1,000,000 in the aggregate for all such final judgments
or orders against all such Persons (treating any deductibles, self-insurance or
retention as not so covered) shall be rendered against the Company or any
Significant Subsidiary and shall not be paid or discharged, and there shall be
any period of 30 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
$1,000,000 during which a stay of enforcement of such final judgment or order,
by reason of a pending appeal or otherwise, shall not be in effect;

     (g) a court having jurisdiction in the premises enters a decree or order
for (A) relief in respect of the Company or any Significant Subsidiary in an
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, (B) appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Company or
any Significant Subsidiary or for all or substantially all of the property and
assets of the Company or any Significant Subsidiary or (C) the winding up or
liquidation of the affairs of the Company or any Significant Subsidiary and, in
each case, such decree or order shall remain unstayed and in effect for a period
of 60 consecutive days;

     (h) the Company or any Significant Subsidiary (A) 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, (B) consents to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any Significant Subsidiary or
for all or substantially all of the property and assets of the Company or any
Significant Subsidiary or (C) effects any general assignment for the benefit of
creditors; or

                                     -44-
<PAGE>

          (i) with respect to the First QuickBird Satellite, there shall occur
     the loss of 15% or more of such satellite's capacity or any other event
     that permits or requires the payment of any proceeds of the First QuickBird
     Launch Insurance by the insurance company thereunder and such proceeds are
     not paid over to the Collateral Trustee within 90 days of the demand being
     made under the applicable First QuickBird Launch Insurance policy.

          Section 6.2. Acceleration. If an Event of Default (other than an Event
of Default specified in clause (g) or (h) above that occurs 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 such notice
is given by the Holders), may, and the Trustee at the request of such Holders
shall, declare the principal amount of, premium, if any, and accrued interest on
the Notes to be immediately due and payable. Upon declaration of acceleration,
such principal amount of, premium, if any, and accrued interest shall be
immediately due and payable. In the event of a declaration of acceleration
because an Event of Default set forth in clause (e) above has occurred and is
continuing such declaration of acceleration shall be automatically rescinded and
annulled if the event of default triggering such Event of Default pursuant to
clause (e) shall be remedied or cured by the Company or the relevant Significant
Subsidiary or waived by the holders of the relevant indebtedness within 60 days
after the declaration of acceleration with respect thereto. If an Event of
Default specified in clause (g) or (h) above occurs with respect to the Company,
the principal of, premium, if any, and accrued interest on the Notes then
outstanding shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder.

          Section 6.3. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of, principal of, premium, if any, interest on
the Notes or to enforce the performance of any provision of the Notes, the
Security Documents or this 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 6.4. Waiver of Past Defaults. Subject to Section 9.2, at any
time after a declaration of acceleration, but before a judgment or decree for
the payment of the money due has been obtained by the Trustee, the Holders of at
least a majority in principal amount of the outstanding Notes at the Maturity
Date, by written notice to the Company and to the Trustee, may waive all past
Defaults and Events of Default and rescind and annul a declaration of
acceleration (except a Default in the payment of principal of, premium, if any,
interest on any Note as specified in clause (a) or (b) of Section 6.1 (but not
as a result of such acceleration) or in respect of a covenant or provision of
this Indenture which cannot be modified or amended without the consent of the
holder of each outstanding Note affected) if all existing Events of Default,
other than the nonpayment of principal of, premium, if any, interest on the
Notes that have become due solely by such declaration of acceleration, have been
cured or waived and the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction. Upon any such waiver, such Default
shall cease to exist, and any Event of Default arising

                                     -45-
<PAGE>

therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereto.

          Section 6.5. Control by Majority. The Holders of at least a majority
in aggregate principal amount at maturity of the outstanding Notes 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 this 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 Holders of Notes.

          Section 6.6. Limitation on Suits. A Holder may not pursue any remedy
with respect to the Indenture or the Notes unless:

          (i) the Holder gives the Trustee written notice of a continuing Event
     of Default;

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

         (iii)  such Holder or Holders offer the Trustee indemnity satisfactory
     to the Trustee against any costs, liability or expense;

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

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

          Section 6.7. Rights of Holders to Receive Payment. Subject to Sections
6.4 and 9.2, notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal of, premium, if any, or
interest on, such Note or to bring suit for the enforcement of any such payment
or after the due date expressed in the Notes shall not be impaired or affected
without the consent of such Holder; provided, however, that no recourse for the
payment of the principal of, premium, if any, or interest on any of the Notes or
for any claim based thereon or otherwise in respect thereof, and no recourse
under or upon any obligation, covenant or agreement of the Company in the
Indentures, the Security Documents or in any of the Notes or because of the
creation of any Indebtedness represented thereby shall be had against any
incorporator, stockholder, officer, director, employee or controlling person of
the Company or of any successor Person thereof. Each Holder, by accepting the
Notes, waives and releases all such liability.

                                     -46-
<PAGE>

           Section 6.8. Collection of Indebtedness and Suits for Enforcement by
Trustee.

           The Company covenants that if

           (a) default is made in the payment of any installment of interest on
     any Note when such interest becomes due and payable and such default
     continues for a period of 30 days, or

           (b) default is made in the payment of the principal of (or premium,
     if any, on) any Note at the due date thereof,

the Company will, upon demand of the Trustee, pay to the Trustee for the benefit
of the Holders of such Notes, the whole amount then due and payable on such
Notes for principal (and premium, if any) and interest, and interest on any
overdue principal (and premium, if any) and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installment of interest,
at the rate borne by the Notes, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

          If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon the Notes and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon the Notes, wherever situated.

          If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

          Section 6.9. Trustee May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment composition or other judicial proceeding relative to the
Company or any other obligor upon the Notes or the property of the Company or of
such other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue principal, premium, if any,
or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise:

          (i) to file and prove a claim for the whole amount of principal (and
      premium, if any) and interest owing and unpaid in respect of the Notes and
      to file such other papers or documents as may be necessary or advisable in
      order to have the claims of the Trustee (including any claim for the
      reasonable compensation, expenses, disbursements and ad-

                                     -47-
<PAGE>

     vances of the Trustee, its agents and counsel) and of the Holders allowed
     in such judicial proceeding, and

          (ii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the ranking of such payments directly to the Holders, to pay
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.7.

           Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, 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 Six, it shall pay out the money in the following order:

           First: to the Trustee for all amounts due under Section 7.7;

           Second: to Holders for amounts then due and unpaid for principal of,
premium, if any, and interest, if any, on the Notes in respect of which or for
the benefit of which such money has been collected, ratably, without preference
or priority of any kind, according to the amounts due and payable on such Notes
for principal, premium, if any, any interest, if any, respectively; and

           Third: the balance, if any, to the Person or Persons entitled
thereto.

           The Trustee, upon prior written notice to the Company, may fix a
record date and payment date for any payment to Holders pursuant to this Section
6.10.

           Section 6.11. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court may require any party
litigant in such suit to file an undertaking to pay the costs of the suit, and
the court may assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in the suit having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a Suit by a Holder
pursuant to Section 6.7 of this Indenture, or a suit by Holders of more than 10%
in principal amount of the outstanding Notes.

           Section 6.12. Restoration of Rights and Remedies. If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined

                                     -48-
<PAGE>

adversely to the Trustee or to such Holder, then, and in every such case,
subject to any determination in such proceeding, the Company, the Trustee and
the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Company, the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

          Section 6.13. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Notes in Section 2.8, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
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 shall 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 Six 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.

                                 ARTICLE SEVEN
                                    TRUSTEE

          Section 7.1. General. The duties and responsibilities of the Trustee
shall be as provided by the TIA and as set forth herein. Whether or not herein
expressly so provided every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Article Seven.

           Section 7.2. Certain Rights of Trustee. Subject to TIA Sections
315(a) through (d):

           (a) except during the continuance of an Event of Default, the Trustee
     undertakes to perform such duties and only such duties as are specifically
     set forth in this Indenture, and no implied covenants or obligations shall
     be read into this Indenture against the Trustee and in the absence of bad
     faith on its part, the Trustee may conclusively rely, as to the truth and
     correctness of the statements and certificates or opinions furnished to it
     and conforming to the requirements of this Indenture; but in the case of
     any such certificates or opinions which by any provision hereof are
     specifically required to be furnished to the Trustee, the Trustee shall be
     under a duty to examine the same to determine whether or not they conform
     to the requirements of this Indenture;

           (b) in case an Event of Default has occurred and is continuing, the
     Trustee shall exercise such of the rights and powers vested in it by this
     Indenture, and use the

                                     -49-
<PAGE>

     same degree of care and skill in its exercise, as a prudent person would
     exercise or use under the circumstances in the conduct of such person's own
     affairs;

          (c) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Order and any resolution of the Board
     of Directors may be sufficiently evidenced by a Board Resolution;

          (d) whenever in the administration of this Indenture the Trustee shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any action hereunder, the Trustee (unless other
     evidence be herein specifically prescribed) may, in the absence of bad
     faith on its part, rely upon an Officers' Certificate;

          (e) the Trustee may consult with counsel of its selection and the
     advice of such counsel or any Opinion of Counsel shall 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;

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

          (g) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further inquiry
     or investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine the books, records and premises of the
     Company, personally or by agent or attorney;

          (h) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either director or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed with due care by
     it hereunder; and

          (i) the Trustee shall not be liable for any action taken, suffered or
     omitted by it in good faith and believed by it to be authorized or within
     the discretion or rights or powers conferred upon it by this Indenture.

          The Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

                                     -50-
<PAGE>

          Section 7.3. 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 TIA Sections 310(b) and 311.

          Section 7.4. Trustee's Disclaimer. The Trustee (i) makes no
representation as to the validity or adequacy of this Indenture, the Security
Documents or the Notes, (ii) shall not be accountable for the Company's use or
application of the proceeds from the Notes and (iii) shall not be responsible
for any statement contained herein, in the Security Documents or in the Notes
other than its certificate of authentication. The Trustee shall not be charged
with knowledge of any Default or Event of Default unless (i) a Responsible
Officer of the Trustee assigned to its Corporate Trustee Administration
Department (or successor department or group) shall have actual knowledge
thereof or (ii) the Trustee shall have received written notice thereof at its
Corporate Trust office from the Company or any Holder. No provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.

          Section 7.5. Notice of Default. If any Default or any Event of Default
occurs and is continuing and if such Default or Event of Default is known to a
trust officer of the Trustee, the Trustee shall mail to each Holder in the
manner and to the extent provided in TIA Section 313(c) notice of such Default
or Event of Default within 90 days after it occurs, unless such Default or Event
of Default has been cured; provided, however, that, except in the case of a
default in the payment of the principal of, premium, if any, or interest on any
Note, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interest of the Holders.

          Section 7.6. Reports by Trustee to Holders. To the extent required by
TIA Section 313(a), within 60 days after May 15 of each year commencing with
1999 and for as long as there are Notes outstanding hereunder, the Trustee shall
mail to each Holder the Trustee's brief report dated as of such date that
complies with TIA Section 313(a). The Trustee also shall comply with TIA Section
313(b) and TIA Section 313(c) and (d). A copy of such report at the time of its
mailing to Holders shall be filed with the Commission and each stock exchange,
if any, on which the Notes are listed.

          The Company shall promptly notify the Trustee if the Notes become
listed on any stock exchange, and the Trustee shall comply with TIA Section
313(d).

          Section 7.7. Compensation and Indemnity. The Company shall pay to the
Trustee from time to time such compensation as shall be agreed upon in writing
for its services. The reasonable compensation of the Trustee shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee upon request for all

                                     -51-
<PAGE>

reasonable out-of-pocket expenses and advances incurred or made by the Trustee.
Such expenses shall include the reasonable compensation and expenses of the
Trustee's agents and counsel.

          The Company shall indemnify the Trustee for, and hold it harmless
against, any and all loss, damage, claim or liability or expense, including
taxes (other than taxes based on the income of the Trustee), incurred by it
without negligence or bad faith on its part in connection with the acceptance or
administration of this Indenture and the Security Documents and its duties under
this Indenture, the Security Documents and the Notes, including, without
limitation, 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 this Indenture, the Security Documents and the Notes.

          To secure the Company's payment obligations in this Section 7.7, the
Trustee shall have a lien prior to the Notes on all money or property held or
collected by the Trustee, in its capacity as Trustee, except money or property
held in trust to pay principal of, premium, if any, and interest on particular
Notes.

          Without prejudice to any other rights available to the Trustee under
applicable law, if the Trustee incurs expenses or renders services after the
occurrence of an Event of Default specified in clause (g) or (h) of Section 6.1,
the expenses and the compensation for the services will be intended to
constitute expenses of administration under Title 11 of the United States
Bankruptcy Code or any applicable federal or state law for the relief of
debtors.

          The provisions of this Section 7.7 shall survive the termination of
this Indenture.

          Section 7.8. Replacement of Trustee. A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon
the successors Trustee's acceptance of appointment as provided in this Section
7.8.

          The Trustee may resign at any time by so notifying the Company in
writing at least 30 days prior to the date of the proposed resignation. The
Holders of a majority in principal amount of the outstanding Notes may remove
the Trustee by so notifying the Trustee in writing and may appoint a successor
Trustee with the consent of the Company. The Company may at any time remove the
Trustee, by Company Order given at least 30 days prior to the date of the
proposed removal; provided that at such date no Event of Default shall have
occurred and be continuing.

          Except as provided in the second sentence of the preceding paragraph,
if the Trustee resigns or is removed, or if a vacancy exists in the office of
Trustee for any reason, the Company shall promptly appoint a successor Trustee.
Within one year after the successor Trustee takes office, the Holders of a
majority in principal amount of the outstanding Notes may appoint a successor
Trustee to replace the successor Trustee appointed by the Company. If the
successor Trustee does not deliver its written acceptance required by the next
succeeding paragraph of this Section 7.8 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.

                                     -52-
<PAGE>

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after the
delivery of such written acceptance, subject to the lien provided in Section
7.7, (i) the retiring Trustee shall transfer all property held by it as Trustee
to the successor Trustee, (ii) the resignation or removal of the retiring
Trustee shall become effective and (iii) the successor Trustee shall have all
the rights, powers and duties of the Trustee under this Indenture and the
Security Documents. A successor Trustee shall mail notice of its succession to
each Holder.

          If the Trustee is no longer qualified or eligible under Section 7.10,
any Holder who satisfies the requirements of TIA Section 310(b) may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

          The Company shall give notice of any resignation and any removal of
the Trustee and each appointment of a successor Trustee to all Holders. Each
notice shall include the name of the successor Trustee and the address of its
Corporate Trust Office.

          Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company's obligations under Section 7.7 shall continue indefinitely for
the benefit of the retiring Trustee.

          Section 7.9. Successor Trustee by Merger, Etc. 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 shall be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee
herein.

          Section 7.10. Eligibility. This Indenture shall always have a Trustee
that satisfies the requirements of TIA Section 310(a)(1) and (5). The Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition. The Trustee shall be
subject to TIA Section 310(b), subject to the penultimate paragraph thereof.

          Section 7.11. Money Held in Trust. The Trustee shall not be liable for
interest on any money received by it except as the Trustee may agree in writing
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 Eight of this Indenture and money held in trust pursuant to
the Security Documents.

          Section 7.12. Withholding Taxes. The Trustee, as agent for the
Company, shall exclude and withhold from each payment of principal and interest
and other amounts due hereunder or under the Notes any and all U.S. withholding
taxes applicable thereto as required by law. The Trustee agrees to act as such
withholding agent and, in connection therewith, whenever any present or future
taxes or similar charges are required to be withheld with respect to any amounts
payable in respect of the Notes, to withhold such amounts and timely pay the
same to the appropriate authority in the name of and on behalf of the Holders of
the Notes, that it will file any necessary withholding tax returns or statements
when due, and that, as promptly as possible

                                -53-
<PAGE>

after the payment thereof, it will deliver to each Holder of a Note appropriate
documentation showing the payment thereof, together with such additional
documentary evidence as such Holders may reasonably request from time to time.

                                 ARTICLE EIGHT
                             DISCHARGE OF INDENTURE

          Section 8.1. Termination of Company's Obligations. Except as otherwise
provided in this Section 8.1, the Company may terminate its obligations under
the Notes and this Indenture if:

          (a) all Notes previously authenticated and delivered (other than
     destroyed, lost or stolen Notes that have been replaced or Notes for whose
     payment money or securities have theretofore been held in trust and
     thereafter repaid to the Company, as provided in Section 8.5) have been
     delivered to the Trustee for cancellation and the Company has paid all sums
     payable by it hereunder; or

          (b)(i) all such Notes mature within one year or all of them are to be
     called for redemption within one year under arrangements satisfactory to
     the Trustee for giving the notice of redemption, (ii) the Company
     irrevocably deposits in trust with the Trustee during such one-year period,
     under the terms of an irrevocable trust agreement in form satisfactory to
     the Trustee, as trust funds solely for the benefit of the Holders of such
     Notes for that purpose, money or U.S. Government Obligations sufficient (in
     the opinion of a nationally recognized firm of independent public
     accountants expressed in a written certification thereof delivered to the
     Trustee), without consideration of any reinvestment, of any interest
     thereon, to pay principal, premium, if any, and interest on such Notes to
     maturity or redemption, as the case may be, and to pay all other sums
     payable, by it hereunder, (iii) no Default or Event of Default with respect
     to the Notes shall have occurred and be continuing on the date of such
     deposit, (iv) such deposit will not result in a breach or violation of, or
     constitute a default under, this Indenture of any other agreement or
     instrument to which the Company is a party or by which it is bound, (v) if
     at such time the Notes are listed on a national securities exchange, the
     Notes will not be delisted as a result of such deposit, defeasance and
     discharge, and (vi) 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 satisfaction and
     discharge of this Indenture have been complied with.

          With respect to the foregoing clause (a), the Company's obligations
under Section 7.7 shall survive. With respect to the foregoing clause (b), the
Company's obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 2.14,
4.1, 7.7, 7.8, 8.3, 8.4 and 8.5 shall survive until the Notes have matured or
have been redeemed. Thereafter, only the Company's obligations in Sections 7.7,
8.4 and 8.5 shall survive. After any such irrevocable deposit, the Trustee upon
request shall acknowledge in writing the discharge of the Company's obligations
under the Notes and this Indenture, except for those surviving obligations
specified above.

                                     -54-
<PAGE>

          Section 8.2. Defeasance of Certain Obligations. The Company may omit
to comply with any term, provision or condition set forth in Sections 4.2
through 4.12 and 4.14 (except for any covenant otherwise required by the TIA),
and clauses (c), (d), (e) and (f) of Section 6.1 shall be deemed not to be
Events of Default, in each case with respect to the outstanding Notes if:

          (a) with reference to this Section 8.3, the Company has irrevocably
     deposited or caused to be irrevocably deposited with the Trustee and
     conveyed all right, title and interest to the Trustee for the benefit of
     the Holders, under the terms of an irrevocable trust agreement in form and
     substance satisfactory to the Trustee as trust funds in trust, specifically
     pledged to the Trustee for the benefit of the Holders as security for
     payment of the principal of, premium, if any, and interest, if any, on the
     Notes, and dedicated solely to, the benefit of the Holders, in and to (i)
     money in an amount, (ii) U.S. Government Obligations that, through the
     payment of interest and principal in respect thereof in accordance with
     their terms, will provide, not later than one day before the due date of
     any payment referred to in this clause (a), money in an amount or (iii) a
     combination thereof in an amount sufficient, in the opinion of a nationally
     recognized firm of independent public accountants expressed in a written
     certification thereof delivered to the Trustee, to pay and discharge,
     without consideration of the reinvestment of such interest and after
     payment of all federal, State and local taxes or other charges and
     assessments in respect thereof payable by the Trustee, the principal of,
     premium, if any, and interest on the outstanding Notes on the Stated
     Maturity or upon earlier redemption of such principal or interest; provided
     that the Trustee shall have been irrevocably instructed to apply such money
     or the proceeds of such U.S. Government Obligations to the payment of such
     principal, premium, if any, and interest with respect to the Notes and to
     give any related notice of redemption;

          (b) such deposit will not result in a breach or violation of, or
     constitute a default under, this Indenture or any other agreement or
     instrument to which the Company or any of its Subsidiaries is a party or by
     which the Company or any of its Subsidiaries is bound.

          (c) immediately after giving effect to such deposit or a proforma
     basis, no Default or Event of Default, or event that after the giving of
     notice or lapse of time or both would become a Default or Event of Default,
     shall have occurred and be continuing on the date of such deposit or during
     the period ending on the 123rd day after the day of such deposit;

          (d) the Company has delivered to the Trustee an Opinion of Counsel to
     the effect that (i) the creation of the defeasance trust does not violate
     the Investment Company Act of 1940, (ii) the Holders will not recognize
     income, gain or loss for federal income tax purposes as a result of such
     deposit and the defeasance of the obligations referred to in the first
     paragraph of this Section 8.3 and will be subject to federal income tax on
     the same amount and in the same manner and at the same times as would have
     been the case if such deposit and defeasance had not occurred and (iii)
     after the passage of 123 days following the deposit (except with respect to
     any trust funds for the account of any

                                     -55-
<PAGE>

     Holder who may be deemed to be "connected" with the Company for purposes of
     the Insolvency Act 1986 after two years following the deposit), the trust
     funds will not be subject to the effect of Section 547 of the United States
     Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law, and
     either (A) the trust funds will no longer remain the property of the
     Company (and therefore will not be subject to the effect of any applicable
     bankruptcy, insolvency, reorganization or similar laws affecting creditor's
     rights generally) or (B) if a court were to rule under any such law in any
     case or proceeding that the trust funds remained property of the Company
     (1) assuming such trust funds remained in the possession of the Trustee
     prior to such court ruling to the extent not paid to the Holders, the
     Trustee will hold, for the benefit of the Holders, a valid and perfected
     security interest in such trust funds that is not avoidable in bankruptcy
     or otherwise and (2) no property, rights in property or other interests
     granted to the Trustee or the Holders in exchange for, or with respect to,
     such trust funds will be subject to any prior rights or holders of other
     Indebtedness of the Company or any of its Notes;

          (e) if at such time 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 Notes will not be delisted as a result of the
     Company's exercise of its option under this Section 8.2; and

          (f) 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 contemplated by
     this Section 8.2 have been complied with.

          Section 8.3. Application of Trust Money. Subject to Section 8.5, the
Trustee or Paying Agent shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.1 or 8.2, as the case may be, and shall
apply the deposited money and the money from U.S. Government Obligations in
accordance with the Notes and this Indenture to the payment of principal of,
premium, if any, and interest on the Notes; but such money need not be
segregated from other funds except to the extent required by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 8.1 or 8.2 or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of outstanding Notes and other than any such tax,
fee or other charge incurred due to the negligence or bad faith of the Trustee
in connection with the acceptance or administration of this Indenture and the
Security Documents and its duties under this Indenture, the Security Documents
and the Notes.

          Section 8.4. Repayment to Company. Subject to Sections 7.7, 8.1 and
8.2, the Trustee and the Paying Agent shall promptly pay to the Company upon
request set forth in an Officers' Certificate any excess money held by them at
any time and thereupon shall be relieved from all liability with respect to such
money. The Trustee and the Paying Agent shall pay to the Company any money held
by them for the payment of principal, premium, if any, or interest that remains
unclaimed for two years; provided that the Trustee or such Paying Agent before
being

                                     -56-
<PAGE>

required to make any payment may cause to be published at the expense of the
Company once in a newspaper of general circulation in the City of New York or
mail to each Holder entitled to such money notice that such money remains
unclaimed and that after a date specified therein (which shall be at least 30
days from the date of such publication or mailing) any unclaimed balance of such
money then remaining will be repaid to the Company. After payment to the
Company. Holders entitled to such money must look to the Company for payment as
general creditors unless an applicable law designates another Person, and all
liability of the Trustee and such Paying Agent with respect to such money shall
cease.

          Section 8.5. Reinstatement. If the Trustee or Paying Agent is unable
to apply any money or U.S. Government Obligations in accordance with Section 8.1
or 8.2, as the case may be, 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 this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.1 or 8.2, as the case may be, until
such time as the Trustee or Paying Agent is permitted to apply all such money or
U.S. Government Obligations in accordance with Section 8.1 or 8.2, as the case
may be; provided that, if the Company has made any payment of principal of,
premium, if any, or interest on any Notes because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or U.S. Government Obligations
held by the Trustee or Paying Agent.

                                  ARTICLE NINE
                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

          Section 9.1. Without Consent of Holders. The Company, when authorized
by Board Resolution, and the Trustee may amend or supplement this Indenture, the
Notes and the Security Documents (or provide a direction to the Collateral
Trustee to amend the Security Documents) without notice to or the consent of any
Holder:

           (a) to cure any ambiguity, defect or inconsistency in this Indenture,
     the Notes and the Security Documents; provided that such amendments or
     supplements shall not adversely affect the interests of the Holders in any
     material respect;

           (b) to comply with Article Five and to provide for amendments,
     modifications or supplements to the Security Documents pursuant to Section
     10.1 (including amendments, modifications and supplements for the purpose
     of including any issues of Permitted Specified Indebtedness as part of the
     obligations secured by the Collateral) and to add Collateral to the
     Collateral securing the Notes;

           (c) to add to the covenants of the Company for the benefit of the
     Holders or any right or power herein conferred upon the Company;

           (d) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Notes; or

                                     -57-
<PAGE>

          (e) to add any additional Events of Default.

          Section 9.2. With Consent of Holders. Subject to Sections 6.4 and 6.7
and without prior notice to the Holders, the Company, when authorized by its
Board of Directors (as evidenced by a Board Resolution), and the Trustee may
amend this Indenture, the Notes and the Security Documents (or provide a
direction to the Collateral Trustee to amend the Security Documents) with the
consent of the Holders of not less than a majority in aggregate principal amount
at maturity of the Notes then outstanding.

          Notwithstanding the provisions of this Section 9.2, without the
consent of each Holder affected, an amendment or waiver, including a waiver
pursuant to Section 6.4, may not:

          (i) change the Stated Maturity of the principal of, or any installment
     of interest on, any Note;

          (ii) reduce the principal amount of, or premium, if any, or interest
          on, any Note;

         (iii)  change the place or currency of payment of principal of, or
     premium, if any, or interest on, any Note;

         (iv) impair the right to institute suit for the enforcement of any
     payment on or after the Stated Maturity (or, in the case of a redemption,
     on or after the Redemption Date) of any Note;

          (v) reduce the above-stated percentage of outstanding Notes the
     consent of whose Holders is necessary to modify or amend the Indenture;

         (vi) waive a default in the payment of principal of, premium, if any,
     or interest on the Notes;

         (vii)  alter the obligation of the Company to purchase the Notes in
     accordance with this Indenture following the occurrence of a Change of
     Control or waive any default in the performance thereof; or

        (viii)  reduce the percentage or aggregate principal amount at maturity
     of outstanding Notes the consent of whose Holders is necessary for waiver
     of compliance with certain provisions of the Indenture or for waiver of
     certain defaults.

          Notwithstanding the provisions of this Section 9.2, without the
consent of the Holders of not less than 66-2/3% in aggregate principal amount at
maturity of the Notes then outstanding, the Trustee shall not direct the
Collateral Trustee or otherwise permit the release of any Collateral except as
expressly provided in the Security Documents.

          It shall not be necessary for the consent of the Holders under this
Section 9.2 to approve the particular form of any proposed amendment, supplement
or waiver, but it shall be sufficient if such consent approves the substance
thereof.

                                     -58-
<PAGE>

          After an amendment, supplement or waiver under this Section 9.2
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing such amendment, supplement or waiver. The Company will
mail supplemental indentures to Holders upon request. Any failure of the Company
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture or waiver.

          Section 9.3. Revocation and Effect of Consent. Until an amendment or
waiver becomes effective, a consent to it by a Holder is a continuing consent by
the Holder and every subsequent Holder of a Note or portion of a Note that
evidences the same debt as the Note of the consenting Holder, even if notation
of the consent is not made on any Note. However, any such Holder or subsequent
Holder may revoke the consent as to its Note or portion of its Note. Such
revocation shall be effective only if the Trustee receives the notice of
revocation before the date any such amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver shall 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 becomes effective, it shall
bind every Holder unless it is of the type described in any of clauses (i)
through (vii) of Section 9.2. In case of an amendment or waiver of the type
described in clauses (i) through (vii) of Section 9.2, the amendment or waiver
shall bind each Holder who has consented to it and every subsequent Holder of a
Note that evidences the same indebtedness as the Note of such consenting Holder.

          Section 9.4. Notation on or Exchange of Notes. If an amendment,
supplement or waiver changes the terms of a Note, the Trustee may require the
Holder to deliver such Note to the Trustee. The Trustee may place an appropriate
notation on the Note about the changed terms and return it to the Holder and the
Trustee may place an appropriate notation on any Note thereafter authenticated.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for the Note shall issue and the Trustee shall authenticate a new Note
that reflects the changed terms.

          Section 9.5. Trustee to Sign Amendments, Etc. The Trustee shall be
entitled to receive, and shall 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 Nine is authorized or permitted by this
Indenture. The Trustee shall execute any such amendment, supplement or waiver
upon satisfaction of the conditions precedent thereto contained herein, unless
such amendment, supplement or waiver adversely affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise.

          Section 9.6. Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article Nine shall conform to the
requirements of the TIA as then in effect.

          Section 9.7. Payments for Consent. The Company will not, and will not
permit any Subsidiary to, 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 this Indenture, the Notes, or

                                     -59-
<PAGE>

the Security Documents unless such consideration is offered to be paid or is
paid to all Holders that so consent, waive or agree to amend in the time frame
set forth in the solicitation documents relating to such consent, waiver or
amendment.

                                  ARTICLE TEN
                                   SECURITY

          Section 10.1. Security. (a) The Company shall enter into the Security
Documents (in the form attached hereto as Exhibit F) and comply with the terms
and provisions thereof. The purpose of the Security Documents is to provide the
Trustee with an interest in the First QuickBird Launch Insurance and any and all
proceeds thereof which will be shared, pari passu, with the interest therein of
the holders of Permitted Specified Indebtedness as provided in the Security
Documents. It is the intent that (i) the interest of the Trustee (through the
Collateral Trustee) in such First QuickBird Launch Insurance not be less than an
amount sufficient to provide for the aggregate original principal amount of the
Notes (including any Accreted Interest) and, without duplication, any accrued
interest in respect of the Notes from the period from the Issue Date through the
earlier of June 30, 2000 and the date of the first intentional ignition of the
launch vehicle for the First QuickBird Satellite and (ii) the aggregate interest
of the Collateral Trustee in such First QuickBird Launch Insurance not be less
than the sum of (x) the amount provided in clause (i) of this sentence plus (y)
the Permitted Specified Indebtedness Insurance Amount. The Trustee and the
Collateral Trustee is authorized to enter into such modifications, amendments
and supplements to the Security Documents for the purpose of effectively
securing any issues of Permitted Specified Indebtedness on a pari passu basis
with the Notes as provided in this Section 10.1.

          (b) Each Holder, by its acceptance of a Note, consents and agrees to
the terms of the Security Documents as the same may be in effect or may be
amended from time to time in accordance with its terms, and authorizes and
directs the Trustee and the Collateral Trustee to enter into the Security
Documents and to perform its respective obligations and exercise its respective
rights thereunder in accordance therewith. Without limiting the generality of
the foregoing, each Holder, by its acceptance of a Note, agrees that in the
event of any distribution in respect of the Collateral by the Trustee or the
Collateral Trustee, such distribution shall be treated as a prepayment, without
premium, of the Note to the extent of such distribution and the principal amount
of the Note as of such date, and any accrued interest, shall be deemed reduced
by the aggregate amount of any such distribution in respect of the Note.

          (c) The Company will do or cause to be done all such acts and things
as may be necessary or proper, or as may be required by the provisions of the
Security Documents, to assure and confirm to the Collateral Trustee the security
and other interest in the Collateral contemplated thereby, by the Security
Documents or any part thereof, as from time to time constituted, so as to render
the same available for the security and benefit of this Indenture and of the
Notes secured and otherwise provided hereby and thereby, according to the intent
and purposes herein and therein expressed. The Company shall take, or shall
cause to be taken, upon request of the Trustee, any and all actions reasonably
required to cause the Security Documents to create and maintain, as security for
the obligations of the Company under this Indenture and the Notes,

                                     -60-
<PAGE>

valid and enforceable first priority liens in and on all the Collateral, in
favor of the Collateral Trustee, superior to and prior to the rights of all
third Persons and subject to no other Liens other than as provided herein.

          (d) The release of any Collateral pursuant to the Security Documents
will not be deemed to impair the security under this Indenture in contravention
of the provisions hereof if and to the extent any Collateral is released
pursuant to this Indenture and the Security Documents. To the extent applicable,
the Company shall cause TIA Section 314(d) relating to the release of property
or securities from the Lien and security interest of the Security Documents and
relating to the substitution therefor of any property or securities to be
subjected to the Lien and security interest of the Security Documents to be
complied with. Any certificate or opinion required by TIA Section 314(d) may be
made by an officer of the Company, except in cases where TIA Section 314(d)
requires that such certificate or opinion be made by an independent Person,
which Person shall be an independent engineer, appraiser or other expert
selected or approved by the Trustee in the exercise of reasonable care.

          (e) The Company shall cause TIA Section 314(b), relating to opinions
of counsel regarding the Lien under the Security Documents, to be complied with.
The Trustee may, to the extent permitted by Sections 7.1 and 7.2 hereof, accept
as conclusive evidence of compliance with the foregoing provisions the
appropriate statements contained in such instruments.

          (f) The Trustee may, in its sole discretion and without the consent of
the Holders, on behalf of the Holders, take all actions it deems necessary or
appropriate in order to (i) enforce or cause the enforcement of any of the terms
of the Security Documents and (ii) collect and receive any and all amounts
payable in respect of the obligations of the Company thereunder. The Trustee
shall have power to institute and to maintain such suits and proceedings as the
Trustee may deem expedient to preserve or protect its interests and the
interests of the Holders in respect of 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 the Holders or of the
Trustee).

                                ARTICLE ELEVEN
                             INTENTIONALLY OMITTED

                                ARTICLE TWELVE
                                 MISCELLANEOUS

          Section 12.1. Trust Indenture Act of 1939. This Indenture shall be
subject to the provisions of the TIA that are required to be a part of this
Indenture and shall, to the extent applicable, be governed by such provisions.

          Section 12.2. Notices. Any notice or communication shall be
sufficiently given if in writing and delivered in person or mailed by first
class mail or telecopier

                                     -61-
<PAGE>

communication (promptly confirmed in writing), addressed as follows, and
received by the addressee:

       if to the Company:

           EarthWatch Incorporated
           1900 Pike Road
           Longmont, Colorado 80501
           Telecopier No: (303) 682-3848
           Attention: President

       with a copy to:

           Counsel to the Company
           Cooley Godward LLP
           2595 Canyon Boulevard, Suite 250
           Boulder, Colorado 80302-6737
           Telecopier No: (303) 546-4099
           Attention: James C.T. Linfield, Esq.

       if to the Trustee:

           The Bank of New York
           101 Barclay Street, Floor 21 West
           New York, New York 10286
           Telecopier No: (212) 815-5915
           Attention: Corporate Trust Trustee Administration

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

          Any notice or communication mailed to a Holder of a Certificated Note
shall be mailed to him at his address as it appears on the Register by first
class mail and shall be sufficiently given to him if so mailed within the time
prescribed. Copies of any such communication or notice to a Holder shall also be
mailed to the Trustee and each Agent at the same time.

          Failure to mail a notice or communication to a Holder as provided
herein or any defect in it shall not affect its sufficiency with respect to
other Holders. Except for a notice to the Trustee, which is deemed given only
when received, and except as otherwise provided in this Indenture, if a notice
or communication is mailed in the manner provided in this Section 12.2, it is
duly given, whether or not the addressee receives it.

          Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be

                                     -62-
<PAGE>

filed with the Trustee, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.

          In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

          Section 12.3. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

           (a) an Officers' Certificate stating that, in the opinion of the
     signers, all conditions precedent, if any, provided for in this Indenture
     relating to the proposed action have been complied with; and

           (b) an Opinion of Counsel stating that, in the opinion of such
     counsel, all such conditions precedent have been complied with.

          Section 12.4. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

           (a) a statement that each person signing such certificate or opinion
     has read such covenant or condition and the definitions herein relating
     thereto:

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

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

           (d) a statement as to whether or not, in the opinion of each such
     person, such condition or covenant has been complied with; provided,
     however, that, with respect to matters of fact, an Opinion of Counsel may
     rely on an Officers' Certificate or certificates of public officials.

          Section 12.5. Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Proof of execution of any such instrument or of a writing appointing
any such

                                     -63-
<PAGE>

agent shall be sufficient for any purpose of this Indenture and conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section 12.5.

          (b) The ownership of Notes shall be proved by the Register.

          (c) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Note shall bind every future Holder
of the same Note or the Holder of every Note issued upon the transfer thereof or
in exchange therefor or in lieu thereof, in respect of anything done, suffered
or omitted to be done by the Trustee, any Paying Agent or the Company in
reliance thereon, whether or not notation of such action is made upon such Note.

          (d) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver of other act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of such Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other act, but the
Company shall have no obligation to do so. Notwithstanding TIA Section 316(c),
any such record date shall be the record date specified in or pursuant to such
Board Resolution, which shall be a date not more than 30 days prior to the first
solicitation of Holders generally in connection therewith and no later than the
date such solicitation is completed.

          If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other act may be given before or after
such record date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for purposes of determining
whether Holders of the requisite proportion of Notes then outstanding have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other act, and for this purpose the Notes
then outstanding shall be computed as of such record date; provided that no such
request, demand, authorization, direction, notice, consent, waiver or other act
by the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than six
months after the record date.

          Section 12.6. Rules by Trustee, Paying Agent or Registrar. The Trustee
may make reasonable rules for action by or at a meeting of Holders. The Paying
Agent or Registrar may make reasonable rules for its functions.

          Section 12.7. Agent for Service; Submission to Jurisdiction; Waiver of
Immunities. By the execution and delivery of this Indenture, the Company (i)
acknowledges that it has designated and appointed its President as its
authorized agent upon which process may be served in any suit, action or
proceeding arising out of or relating to the Notes or this Indenture that may be
instituted in any federal or state court in the State of New York, Borough of
Manhattan, or brought under federal or state securities laws or brought by the
Trustee (whether in its individual capacity or in its capacity as Trustee
hereunder), and acknowledges that its President has accepted such designation,
(ii) submits to the non-exclusive jurisdiction of any such court in any such
suit, action or proceeding, and (iii) agrees that service of process upon its
President and written notice of said service to the Company (mailed or delivered
to its General Counsel at its principal office as specified in Section 12.2)
shall be deemed in every respect

                                     -64-
<PAGE>

effective service of process upon it in any such suit or proceeding. The Company
further agrees to take any and all action, including the execution and filing of
any and all such documents and instruments as may be necessary to continue such
designation and appointment of its President in full force and effect so long as
this Indenture shall be in full force and effect or any of the Notes shall be
outstanding.

          To the extent that the Company has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service of notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, the
Company hereby irrevocably waives such immunity in respect of its obligations
under this Indenture and the Notes, to the extent permitted by law.

          Section 12.8. Payment Date Other than a Business Day. If an Interest
Payment Date, Redemption Date, Payment Date or Stated Maturity of any Note shall
not be a Business Day, then payment of principal of, premium, if any, or
interest on such Note, as the case may be, need not be made on such date, but
may be made on the next succeeding Business Day with the same force and effect
as if made on the Interest Payment Date, Payment Date or Redemption Date, or at
the Stated Maturity of such Note; provided that no interest shall accrue for the
period from and after such Interest Payment Date, Payment Date, Redemption Date
or Stated Maturity, as the case may be.

          Section 12.9. Governing Law. This Indenture and the Notes shall be
governed by, and construed in accordance with, the internal laws of the State of
New York.

          Section 12.10. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or any Subsidiary of the Company. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

          Section 12.11. No Recourse Against Others. No recourse for the payment
of the principal of, premium, if any, or interest on any of the Notes, or for
any claim based thereon or otherwise in respect thereof, and no recourse under
or upon any obligation, covenant or agreement of the Company contained in this
Indenture, the Security Documents or in any of the Notes, or because of the
creation of any Indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer, director, employee or controlling person, as
such, of the Company or of any successor Person thereof, either directly or
through the Company or any successor Person, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture, the Security Documents and the issue of
the Notes.

          Section 12.12. Successors. All agreements of the Company in this
Indenture and the Notes shall bind its successors. All agreements of the Trustee
in this Indenture shall bind its successors.

                                     -65-
<PAGE>

          Section 12.13. Duplicate Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

          Section 12.14. Separability. In case any provision in this Indenture
or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

          Section 12.15. Table of Contents, Headings, Etc. The Table of
Contents, Cross-Reference Table and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof and shall in no way modify or restrict any of the
terms and provisions hereof.

                                     -66-
<PAGE>

                                       SIGNATURES

        IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the date first written above.

                                          EARTHWATCH INCORPORATED

                                          By: /s/ Herbert Satterlee
                                             -----------------------
                                             Name: Herbert F. Satterlee
                                             Title: President & CEO

                                          THE BANK OF NEW YORK, Trustee

                                          By: /s/ Remo J. Reale
                                             -----------------------
                                             Name: Remo J. Reale
                                             Title: Assistant Vice President
<PAGE>

                                                                       EXHIBIT A

                              FORM OF GLOBAL NOTE

                                [FACE OF NOTE]

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT), (B) IT IS AN "INSTITUTIONAL ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(a)(1), (2),(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN
"INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S
UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD
REFERRED TO UNDER RULE 144(k) AS IN EFFECT WITH RESPECT TO SUCH TRANSFER, RESELL
OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO EARTHWATCH INCORPORATED OR ANY
SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR
THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT AT
MATURITY OF NOTES AT THE TIME OF TRANSFER OF LESS THAN $100,000, AN OPINION OF
COUNSEL ACCEPTABLE TO EARTHWATCH INCORPORATED THAT SUCH TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED TO
ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF
RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE
TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE
HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO EACH OF THE TRUSTEE AND THE
COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF
THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT
TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. EACH INSTITUTIONAL ACCREDITED INVESTOR THAT
IS NOT A QIB WILL ALSO BE REQUIRED TO EFFECT ANY TRANSFER OF THIS NOTE THROUGH
MORGAN, STANLEY & CO. INCORPORATED. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM
BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE
IN VIOLATION OF THE FOREGOING RESTRICTIONS.

THIS GLOBAL NOTE IS HELD BY THE TRUSTEE, AS CUSTODIAN FOR THE DEPOSITARY (AS
DEFINED IN THE INDENTURE GOVERNING THIS NOTE), IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT
IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE AND (II) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF EARTHWATCH
INCORPORATED.
<PAGE>

                            EARTHWATCH INCORPORATED

                          12 1/2% Senior Note Due 2005

                                                   CUSIP No.
                                                            ------------------

No.
   -------------


          Issue Date Under Internal Revenue Code (the "Code"): April 14, 1999

          EARTHWATCH INCORPORATED, a Delaware corporation (the "Company",
which term includes any successor under the Indenture hereinafter referred to),
for value received, promises to pay to ________________, or its registered
assigns, the principal sum of _________________________ United States Dollars
($____________) on March 1, 2005.

          The following information is supplied for purposes of Sections 1273
and 1275 of the Code:

<TABLE>
<CAPTION>
<S>                                    <C>
Issue Date under Code:                 Original issue discount under Section
April 14, 1999                         1273 of the Internal Revenue Code
                                       (for each $1,000 principal amount at
                                       Maturity Date): $679.93

Yield to maturity for period from      Issue Price (for each $1,000 principal
Issue Date to March 1, 2005: 12.78%    amount at Maturity Date): $695.07

         Interest Payment Dates:       March 1 and September 1, commencing
                                       September 1, 1999.

         Regular Record Dates:         February 1 and August 1.
</TABLE>

          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which provisions shall have the same effect as if
set forth hereon.

                                      A-2
<PAGE>

          IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officer.

                               EARTHWATCH INCORPORATED

Date:                          By:
                                  ----------------------------------
                                  Name:
                                  Title:

This is one of the 12 1/2% Senior Notes due 2005 described in the within-
mentioned Indenture.

                               THE BANK OF NEW YORK, Trustee

                               By:
                                  -----------------------------------
                                  Authorized Signatory

                                      A-3
<PAGE>

                            [REVERSE SIDE OF NOTE]

                            EARTHWATCH INCORPORATED

                         12 1/2% Senior Note due 2005

1.   Principal and Interest.
     -----------------------

          EarthWatch incorporated (the "Company") will pay the principal of this
Note on March 1, 2005. The aggregate original principal amount of all Notes on
the Issue Date is $50,044,789. The principal amount of all the Notes on the
Maturity Date is $72,000,000.

          Until the principal amount hereof (including any Accreted Interest) is
fully paid, the Company promises to pay or provide for interest on the principal
amount of this Note (including any Accreted Interest) on each Interest Payment
Date in the manner set forth in this paragraph 1. Interest on the principal
amount of the Notes (including any Accreted Interest) shall accrue at the rate
of twelve and one half percent (12.5%) per annum (the "Interest Rate") and shall
be payable in U.S. dollars in cash, or duly provided for in the form of Accreted
Interest as set forth below in this paragraph 1, in arrears on March 1 and
September 1 of each year (each an "Interest Payment Date"); provided that the
first Interest Payment Date shall be September 1, 1999. For each Interest
Payment Date occurring prior to September 1, 2002 (an "Accretion Interest
Payment Date"), an amount (all such amounts being referred to herein as
"Accreted Interest") equal to the accrued and unpaid interest for the period
from and including the immediately prior Accretion Interest Payment Date (or in
the case of the Accretion Interest Payment Date of September 1, 1999, from the
date of issuance of this Note) to such Accretion Interest Payment Date shall be
added to the principal amount of the Note. Such Accreted Interest shall
constitute principal for all purposes of this Note and the Indenture. For the
Interest Payment Date occurring on September 1, 2002 and on each subsequent
Interest Payment Date, interest shall be payable in U.S. Dollars in cash.
Interest shall be computed on the basis of a 360 day year comprised of twelve 30
day months. For the avoidance of doubt, assuming that there occurs no event
causing the incurrence of interest at the Default Rate (as defined below), on
the Issue Date and on each Accretion Interest Payment Date, the accreted
principal amount of each Note in respect of each $1,000 in principal amount of
such Note at the Maturity Date shall be the amount set forth opposite such date
below:

<TABLE>
<CAPTION>

Accretion Interest Payment Date    Accreted Value
-------------------------------    --------------
<S>                                <C>
Issue Date                             $  695.067
September 1, 1999                      $  738.508
March 1, 2000                          $  784.665
September 1, 2000                      $  833.706
March 1, 2001                          $  885.813
September 1, 2001                      $  941.176
March 1, 2002                          $1,000.000
</TABLE>

                                      A-4
<PAGE>

          The Company shall pay interest on overdue principal and premium, if
any, and (to the extent lawful) interest on overdue installments of interest at
the rate per annum of 13.5% (the "Default Rate").

2.   Method of Payment.

          The Company will pay principal as provided above and interest on each
Interest Payment Date to the persons who are Holders (as reflected in the
Register at the close of business on each February 1 and August 1 immediately
preceding the Interest Payment Date), in each case, even if the Note is
cancelled on registration or transfer or exchange after such Regular Record
Date; provided that, with respect to payment of principal, the Company will not
make payment to the Holder unless this Note is surrendered to the Paying Agent.

          The Company will pay principal, premium, if any, and as provided
above, interest in money of the United States of America that at the time of
payment is legal tender for payment of public and private debts. However, the
Company may pay principal, premium, if any, and interest by its check payable in
such money. It may mail an interest check to a Holder's registered address (as
reflected in the Register). If a payment date is a date other than a Business
Day at a place of payment, payment may be made at that place on the next
succeeding day that is a Business Day and no interest shall accrue for the
intervening period.

3.   Paying Agent and Registrar.

          Initially, the Trustee will act as authenticating agent, Paying Agent
and Registrar. The Company may change any authenticating agent, Paying Agent and
Registrar without notice in accordance with the Indenture. The Company, any
Affiliate or any Subsidiary thereof may act as the Paying Agent or Registrar.

4.   Indenture; Limitations.

          The Company issued the Notes under an Amended and Restated Indenture
dated as of April 8, 1999 (the "Indenture"), between the Company and The Bank of
New York, trustee (the "Trustee"). Capitalized terms herein are used as defined
in the Indenture unless otherwise indicated. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act. The Notes are subject to all such terms, and Holders
are referred to the Indenture and the Trust Indenture Act for a statement of all
such terms. To the extent permitted by applicable law, in the event of any
inconsistency between the terms of this Note and the terms of the Indenture, the
terms of the Indenture shall control.

          The Notes are senior indebtedness of the Company and are secured by
the First QuickBird Launch Insurance pursuant to and as provided in the Security
Documents.

5.   Redemption.

          The Notes may be redeemed at the election of the Company, in whole or
in part, on March 1, 2002 and from time to time thereafter prior to maturity,
upon not less than 30 nor

                                      A-5
<PAGE>

more than 60 days' prior notice mailed by first-class mail to each Holder's last
address as it appears in the Register, in amounts of $ 1,000 or an integral
multiple of $ 1,000, at the Redemption Prices (expressed as percentages of
principal amount in respect of such Notes at the Redemption Date (including any
Accreted Interest) thereof) set forth below, plus accrued and unpaid interest to
the Redemption Date, if redeemed during the 12-month period beginning on March 1
of the years indicated below:

            Year                             Redemption Price
            ----                             ----------------
            2002                                106.250%
            2003                                103.125%
            2004                                101.5625%
            2005                                100.00%


6.   Notice of Redemption.

          Notice of any optional redemption will be mailed at least 30 days but
not more than 60 days before the Redemption Date to each Holder of Notes to be
redeemed at its last address as it appears in the Register. Notes in original
denominations larger than $1,000 may be redeemed in part. On and after the
Redemption Date, interest ceases to accrue on Notes or portions of Notes called
for redemption, unless the Company defaults in the payment of the Redemption
Price.

7.   Repurchase upon Change of Control.

          Upon the occurrence of any Change of Control, the Company will be
obligated to make an offer to purchase all outstanding Notes pursuant to the
Offer to Purchase described in the Indenture at a purchase price equal to 101%
of the aggregate principal amount thereof at the relevant Payment Date(including
any Accreted Interest), plus, without duplication, accrued and unpaid interest,
if any, to the Payment Date (the "Change of Control Payment").

          A notice of such Change of Control will be mailed within 30 days after
any Change of Control occurs to each Holder of Notes at such Holder's registered
address as it appears in the Register. Notes in original denominations larger
than $1,000 may be sold to the Company in part; provided that Notes will only be
issued in denominations of $1,000 principal amount at maturity or integral
multiples thereof. On and after the Payment Date, interest ceases to accrue on
Notes or portions of Notes surrendered for purchase by the Company, unless the
Company defaults in the payment of the Change of Control Payment.

8.   Denomination; Transfer; Exchange.

          The Notes are in registered form without coupons in denominations of
$1,000 of principal amount at maturity or an integral multiple thereof. A
Holder may register the transfer or exchange of Notes in accordance with the
Indenture. The Registrar may require a Holder, among other things, to fumish
appropriate endorsements and transfer documents and to pay any

                                      A-6
<PAGE>

taxes and fees required by law or permitted by the Indenture. The Registrar need
not register the transfer or exchange of any Notes selected for redemption.
Also, it need not register the transfer or exchange of any Notes for a period of
15 days before the mailing of a notice of redemption of Notes to be redeemed is
made. This Note is a Global Note.

9.   Persons Deemed Owners.

          The Holder of this Note shall be treated as the owner of this Note for
all purposes.

10.   Unclaimed Money.

          If money for the payment of principal, premium, if any, and interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company at its written request. After that, Holders entitled
to the money must look to the Company for payment, unless an applicable law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

11.   Discharge Prior to Redemption or Maturity.

          If the Company deposits with the Trustee money or U.S. Government
Obligations sufficient to pay the then outstanding principal of, premium, if
any, and accrued interest on the Notes to redemption or Stated Maturity, the
Company will be discharged from certain covenants set forth In the Indenture.

12.   Amendment; Supplement; Waiver.

          Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the Notes then outstanding, and any existing
default or compliance with any provision may be waived with the consent of the
Holders of at least a majority in aggregate principal amount of the Notes then
outstanding. Without notice to or the consent of any Holder, the parties thereto
may amend or supplement the Indenture or the Notes to, among other things, cure
any ambiguity, defect or inconsistency and make any change that does not
materially and adversely affect the rights of any Holder.

13.   Restrictive Covenants.

          The Indenture imposes certain limitations on the ability of the
Company and the Restricted Subsidiaries, among other things, to create Liens;
make certain Restricted Payments; or enter into certain Sale-Leaseback
transactions. Within 90 days after the end of the last fiscal quarter of each
year, the Company must report to the Trustee on compliance with such
limitations. Notwithstanding any other provision of the Indenture or the Notes,
neither the consummation of the Recapitalization Transaction, nor the execution,
delivery or performance of any of the Transaction Documents is prohibited or
restricted by any term, covenant, condition, or provision of the Indenture, the
Original Indenture, the Notes, the Original Notes or the Security

                                      A-7
<PAGE>

Documents, will constitute a Default or Event of Default or shall require the
prepayment of the Notes.

14.   Successor Persons.

          Generally, when a successor person or other entity assumes all the
obligations of its predecessor under the Notes and the Indenture, the
predecessor person will be released from those obligations.

15.   Defaults and Remedies.

          The following events will be defined as "Events of Default" in the
Indenture: (a) default in the payment of principal of (or premium, if any, on)
any Note when the same becomes due and payable at maturity, upon acceleration,
redemption or otherwise; (b) default in the payment of interest on any Note when
the same becomes due and payable, and such default continues for a period of 30
days; (c) failure to make or consummate an Offer to Purchase in accordance with
Section 4.6 of the Indenture; (d) the Company defaults in the performance of or
breaches any other covenant or agreement of the Company in the Indenture or
under the Notes (other than a default specified in clause (a), (b) or (c) above)
and such default or breach continues for a period of 30 consecutive days after
written notice by the Trustee or the Holders of 25% or more in aggregate
principal amount at maturity of the Notes; (e) there occurs with respect to any
issue or issues of Indebtedness of the Company or any Significant Subsidiary
having an outstanding principal amount of $1,000,000 or more in the aggregate
for all such issues of all such Persons, whether such Indebtedness now exists or
shall hereafter be created, (I) an event of default that has caused the holder
thereof to declare such Indebtedness to be due and payable prior to its Stated
Maturity and such Indebtedness has not been discharged in full or such
acceleration has not been rescinded or annulled within 30 days of such
acceleration and/or (II) the failure to make a principal payment at the final
(but not any interim) fixed maturity and such defaulted payment shall not have
been made, waived or extended within 30 days of such payment default and/or
(III) with respect to any Permitted Specified Indebtedness, there shall occur
any default in the performance or observance of any term, condition, covenant or
agreement contained therein or any agreement relating thereto, or any other
event specified in any such Indebtedness or agreement, if the effect thereof is
to cause, or permit the holder or holders of such Indebtedness (or any trustee
or other representative of any such holder(s)) to cause such Indebtedness to
become due prior to its stated maturity; (f) any final judgment or order (not
covered by insurance) for the payment of money in excess of $1,000,000 in the
aggregate for all such final judgments or orders against all such Persons
(treating any deductibles, self-insurance or retention as not so covered) shall
be rendered against the Company or any Significant Subsidiary and shall not be
paid or discharged, and there shall be any period of 30 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 $1,000,000 during which a stay of
enforcement of such final judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; (g) a court having jurisdiction in the
premises enters a decree or order for (A) relief in respect of the Company or
any Significant Subsidiary in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect,

                                      A-8
<PAGE>

(B) appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any Significant Subsidiary or
(for all or substantially all of the property and assets of the Company or any
Significant Subsidiary or (C) the winding up or liquidation of the affairs of
the Company or any Significant Subsidiary and, in each case, such decree or
order shall remain unstayed and in effect for a period of 60 consecutive days;
(h) the Company or any Significant Subsidiary (A) 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, (B) consents to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any Significant Subsidiary or
for all or substantially all of the property and assets of the Company or any
Significant Subsidiary or (C) effects any general assignment for the benefit of
creditors or (i) failure of insurance proceeds to be paid to the Collateral
Trustee in the event of a launch failure.

          If an Event of Default (other than an Event of Default specified in
clause (g) or (h) above that occurs 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 outstanding, by written notice to the Company (and to
the Trustee if such notice is given by the Holders), may, and the Trustee at the
request of such Holders shall, declare the principal amount of, premium, if any,
and accrued interest on the Notes to be immediately due and payable. Upon a
declaration of acceleration, such principal amount of, premium, if any, and
accrued interest shall be immediately due and payable. In the event of a
declaration of acceleration because an Event of Default set forth in clause (e)
above has occurred and is continuing, such declaration of acceleration shall be
automatically rescinded and annulled if the event of default triggering such
Event of Default pursuant to clause (e) shall be remedied or cured by the
Company or the relevant Significant Subsidiary or waived by the holders of the
relevant Indebtedness within 60 days after the declaration of acceleration with
respect thereto. If an Event of Default specified in clause (g) or (h) above
occurs with respect to the Company, the principal amount of, premium, if any,
and accrued interest on the Notes then outstanding shall ipso facto become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holder. The Holders of at least a majority in principal
amount at maturity 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 (i) 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 such declaration of acceleration, have
been cured or waived and (ii) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction.

          The Holders of at least a majority in aggregate principal amount at
maturity of the outstanding Notes 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 Holders of Notes. A
Holder may not pursue any remedy with respect to the In-

                                      A-9
<PAGE>

denture or the Notes unless: (i) the Holder gives the Trustee written notice of
a continuing Event of Default; (ii) the Holders of at least 25% in aggregate
principal amount at maturity of outstanding Notes make a written request to the
Trustee to pursue the remedy; (iii) such Holder or Holders offer the Trustee
indemnity satisfactory to the Trustee against any costs, liability or expense;
(iv) the Trustee does not comply with the request within 60 days after receipt
of the request and the offer of indemnity; and (v) during such 60-day period,
the Holders of a majority in aggregate principal amount at maturity of the
outstanding Notes do not give the Trustee a direction that is inconsistent with
the request. However, such limitations do not apply to the right of any Holder
of a Note to receive payment of the principal of, premium, if any, or interest
on, such Note or to bring suit for the enforcement of any such payment, on or
after the due date expressed in the Notes, which right shall not be impaired or
affected without the consent of the Holder.

16.  Trustee Dealings with Company.

          The Trustee under the Indenture, in its individual or any other
capacity, may become 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.

17.  No Recourse Against Others.

          No recourse for the payment of the principal of, premium, if any, or
interest on any of the Notes or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture, or in any of the Notes or because of
the creation of any Indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer, director, employee or controlling person of
the Company or of any successor Person thereof. Each Holder, by accepting the
Notes, waives and releases all such liability.

18.  Authentication.

          This Note shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on the other side of this Note.

19.  CUSIP Numbers.

          Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.

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

                                     A-10
<PAGE>

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to EarthWatch
Incorporated, 1990 Pike Road, Longmont, Colorado 80501, Attention: President.

                                     A-11
<PAGE>

                                  SCHEDULE A

                 SCHEDULE OF PRINCIPAL AMOUNT OF INDEBTEDNESS
                            EVIDENCED BY THIS NOTE

          The initial principal amount of indebtedness evidenced by this Note
shall be $   ,   .  .  The following decreases/increases in the principal amount
evidenced by this Note have been made:

<TABLE>
<CAPTION>

Date of       Decrease in  Increase in   Total Principal    Notation Made
Decrease/     Principal    Principal     Amount of this     by or on
Increase      Amount of    Amount of     Global Note Fol-   Behalf of
--------      this Global  this Global   lowing such        Trustee
              Note         Note          Decrease/Increase  -------
              ----         ----          -----------------
<S>           <C>          <C>           <C>                <C>

----------   ------------  -----------    ----------------   ---------------


----------   ------------  -----------    ----------------   ---------------


----------   ------------  -----------    ----------------   ---------------


----------   ------------  -----------    ----------------   ---------------


----------   ------------  -----------    ----------------   ---------------


----------   ------------  -----------    ----------------   ---------------


----------   ------------  -----------    ----------------   ---------------


----------   ------------  -----------    ----------------   ---------------
</TABLE>

                                     A-12
<PAGE>

                      OPTION OF HOLDER TO ELECT PURCHASE

          If you wish to have this Note purchased by the Company pursuant to
Section 4.6 of the Indenture, check the box: [ ]

          If you wish to have a portion of this Note purchased by the Company
pursuant to Section 4.6 of the Indenture, state the amount (in principal amount
at maturity):
$                ($ 1,000 or integral multiple thereof).

Date:
     ------------------

Your Signature:
               -----------------------------------------------

Signature Guarantee:
                    -----------------------

                                A-13
<PAGE>

                                                                       EXHIBIT B

                      FORM OF DEFINITIVE REGISTERED NOTE

                                [FACE OF NOTE]
<PAGE>

                            EARTHWATCH INCORPORATED

                         12 1/2% Senior Note Due 2005

                                                              CUSIP No. ________

No. ________

          Issue Date under Internal Revenue Code (the "Code"): April 14, 1999

          EARTHWATCH INCORPORATED, a Delaware corporation (the "Company", which
term includes any successor under the Indenture hereinafter referred to), for
value received, promises to pay to ____________, or its registered assigns, the
principal sum of _______________________ United States Dollars ($________) on
March 1, 2005.

          The following information is supplied for purposes of Sections 1273
and 1275 of the Code:

Issue Date under the Code: April 14, 1999       Original issue discount under
                                                Section 1273 of the Internal
                                                Revenue Code (for each $1,000
Yield to maturity for period from Issue Date    principal amount at Maturity
to March 1, 2005: 12.78%                        Date): $679.93

                                                Issue Price (for each $1,000
                                                principal amount at Maturity
                                                Date): $695.07

          Interest Payment Dates:               March 1 and September 1,
                                                commencing September 1, 1999.

          Regular Record Dates:                 February 1 and August 1.

          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which provisions shall have the same effect as if
set forth hereon.

                                      B-2
<PAGE>

          IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officer.

                                  EARTHWATCH INCORPORATED


Date:                             By: _________________________________________
                                      Name:
                                      Title:

This is one of the 12 1/2% Senior Notes due 2005 described in the within-
mentioned Indenture.


                                  THE BANK OF NEW YORK, Trustee



                                  By: _________________________________________
                                      Authorized Signatory

                                      B-3
<PAGE>

                            [REVERSE SIDE OF NOTE]

                            EARTHWATCH INCORPORATED

                         12 1/2% Senior Note due 2005

1.  Principal and Interest.

          EarthWatch Incorporated (the "Company") will pay the principal of this
Note on March 1, 2005. The aggregate original principal amount of all Notes on
the Issue Date is $50,044,789. The principal amount of all the Notes on the
Maturity Date is $72,000,000.

          Until the principal amount hereof (including any Accreted Interest) is
fully paid, the Company promises to pay or provide for interest on the principal
amount of this Note (including any Accreted Interest) on each Interest Payment
Date in the manner set forth in this paragraph 1. Interest on the principal
amount of the Notes (including any Accreted Interest) shall accrue at the rate
of twelve and one half percent (12.5%) per annum (the "Interest Rate") and
shall be payable in U.S. dollars in cash, or duly provided for in the form of
Accreted Interest as set forth below in this paragraph 1, in arrears on March 1
and September 1 of each year (each an "Interest Payment Date"); provided that
the first Interest Payment Date shall be September 1, 1999. For each Interest
Payment Date occurring prior to September 1, 2002 (an "Accretion Interest
Payment Date"), an amount (all such amounts being referred to herein as
"Accreted Interest") equal to the accrued and unpaid interest for the period
from and including the immediately prior Accretion Interest Payment Date (or in
the case of the Accretion Interest Payment Date of September 1, 1999, from the
date of issuance of this Note) to such Accretion Interest Payment Date shall be
added to the principal amount of the Note. Such Accreted Interest shall
constitute principal for all purposes of this Note and the Indenture. For the
Interest Payment Date occurring on September 1, 2002 and on each subsequent
Interest Payment Date, interest shall be payable in U.S. Dollars in cash.
Interest shall be computed on the basis of a 360 day year comprised of twelve 30
day months. For the avoidance of doubt, assuming that there occurs no event
causing the incurrence of interest at the Default Rate (as defined below), on
the Issue Date and on each Accretion Interest Payment Date, the accreted
principal amount of each Note in respect of each $1,000 in principal amount of
such Note at the Maturity Date shall be the amount set forth opposite such date
below:

<TABLE>
<CAPTION>

Accretion Interest Payment Date                Accreted Value
-------------------------------                --------------
<S>                                            <C>
Issue Date                                           $695.067
September 1, 1999                                    $738.508
March 1, 2000                                        $784.665
September 1, 2000                                    $833.706
March 1, 2001                                        $885.813
September 1, 2001                                    $941.176
March 1, 2002                                      $1,000.000

</TABLE>


                                      B-4
<PAGE>

          The Company shall pay interest on overdue principal and premium, if
any, and (to the extent lawful) interest on overdue installments of interest at
the rate per annum of 13.5% (the "Default Rate").

2.  Method of Payment.

          The Company will pay principal as provided above and interest on each
Interest Payment Date to the persons who are Holders (as reflected in the
Register at the close of business on each February 1 and August 1 immediately
preceding the Interest Payment Date), in each case, even if the Note is
cancelled on registration or transfer or exchange after such Regular Record
Date; provided that, with respect to payment of principal, the Company will not
make payment to the Holder unless this Note is surrendered to the Paying Agent.

          The Company will pay principal, premium, if any, and as provided
above, interest in money of the United States of America that at the time of
payment is legal tender for payment of public and private debts. However, the
Company may pay principal, premium, if any, and interest by its check payable in
such money. It may mail an interest check to a Holder's registered address (as
reflected in the Register). If a payment date is a date other than a Business
Day at a place of payment, payment may be made at that place on the next
succeeding day that is a Business Day and no interest shall accrue for the
intervening period.

3.  Paying Agent and Registrar.

          Initially, the Trustee will act as authenticating agent, Paying Agent
and Registrar. The Company may change any authenticating agent, Paying Agent and
Registrar without notice in accordance with the Indenture. The Company, any
Affiliate or any Subsidiary thereof may act as the Paying Agent or Registrar.

4.  Indenture; Limitations.

          The Company issued the Notes under an Amended and Restated Indenture
dated as of April 8, 1999 (the "Indenture"), between the Company and The Bank
of New York, trustee (the "Trustee"). Capitalized terms herein are used as
defined in the Indenture unless otherwise indicated. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act. The Notes are subject to all such terms,
and Holders are referred to the Indenture and the Trust Indenture Act for a
statement of all such terms. To the extent permitted by applicable law, in the
event of any inconsistency between the terms of this Note and the terms of the
Indenture, the terms of the Indenture shall control.

          The Notes are senior indebtedness of the Company and are secured by
the First QuickBird Launch Insurance pursuant to and as provided in the Security
Documents.

5.  Redemption.

          The Notes may be redeemed at the election of the Company, in whole or
in part, on March 1, 2002 and from time to time thereafter prior to maturity,
upon not less than 30 nor

                                      B-5
<PAGE>

more than 60 days' prior notice mailed by first-class mail to each Holder's last
address as it appears in the Register, in amounts of $ 1,000 or an integral
multiple of $ 1,000, at the Redemption Prices (expressed as percentages of
principal amount in respect of such Notes at the Redemption Date (including any
Accreted Interest) thereof) set forth below, plus accrued and unpaid interest to
the Redemption Date, if redeemed during the 12-month period beginning on March 1
of the years indicated below:

            Year                             Redemption Price
            ----                             ----------------
            2002                                106.250%
            2003                                103.125%
            2004                                101.5625%
            2005                                100.00%


6.   Notice of Redemption.

          Notice of any optional redemption will be mailed at least 30 days but
not more than 60 days before the Redemption Date to each Holder of Notes to be
redeemed at its last address as it appears in the Register. Notes in original
denominations larger than $1,000 may be redeemed in part. On and after the
Redemption Date, interest ceases to accrue on Notes or portions of Notes called
for redemption, unless the Company defaults in the payment of the Redemption
Price.

7.   Repurchase upon Change of Control.

          Upon the occurrence of any Change of Control, the Company will be
obligated to make an offer to purchase all outstanding Notes pursuant to the
Offer to Purchase described in the Indenture at a purchase price equal to 101%
of the aggregate principal amount thereof at the relevant Payment Date
(including any Accreted Interest), plus, without duplication, accrued and unpaid
interest, if any, to the Payment Date (the "Change of Control Payment").

          A notice of such Change of Control will be mailed within 30 days after
any Change of Control occurs to each Holder of Notes at such Holder's registered
address as it appears in the Register. Notes in original denominations larger
than $1,000 may be sold to the Company in part; provided that Notes will only
be issued in denominations of $1,000 principal amount at maturity or integral
multiples thereof. On and after the Payment Date, interest ceases to accrue on
Notes or portions of Notes surrendered for purchase by the Company, unless the
Company defaults in the payment of the Change of Control Payment.

8.   Denomination; Transfer; Exchange.

          The Notes are in registered form without coupons in denominations of
$1,000 of principal amount at maturity or an integral multiple thereof. A
Holder may register the transfer or exchange of Notes in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any

                                      B-6
<PAGE>

taxes and fees required by law or permitted by the Indenture. The Registrar need
not register the transfer or exchange of any Notes selected for redemption.
Also, it need not register the transfer or exchange of any Notes for a period of
15 days before the mailing of a notice of redemption of Notes to be redeemed is
made. This Note is a Definitive Registered Note.

9.   Persons Deemed Owners.

          The Holder of this Note shall be treated as the owner of this Note for
all purposes.

10.  Unclaimed Money.

          If money for the payment of principal, premium, if any, and interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company at its written request. After that, Holders entitled
to the money must look to the Company for payment, unless an applicable law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

11.  Discharge Prior to Redemption or Maturity.

          If the Company deposits with the Trustee money or U.S. Government
Obligations sufficient to pay the then outstanding principal of, premium, if
any, and accrued interest on the Notes to redemption or Stated Maturity, the
Company will be discharged from certain covenants set forth In the Indenture.

12.  Amendment; Supplement; Waiver.

          Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the Notes then outstanding, and any existing
default or compliance with any provision may be waived with the consent of the
Holders of at least a majority in aggregate principal amount of the Notes then
outstanding. Without notice to or the consent of any Holder, the parties thereto
may amend or supplement the Indenture or the Notes to, among other things, cure
any ambiguity, defect or inconsistency and make any change that does not
materially and adversely affect the rights of any Holder.

13.  Restrictive Covenants.

          The Indenture imposes certain limitations on the ability of the
Company and the Restricted Subsidiaries, among other things, to create Liens;
make certain Restricted Payments; or enter into certain Sale-Leaseback
transactions. Within 90 days after the end of the last fiscal quarter of each
year, the Company must report to the Trustee on compliance with such
limitations. Notwithstanding any other provision of the Indenture or the Notes,
neither the consummation of the Recapitalization Transaction, nor the execution,
delivery or performance of any of the Transaction Documents is prohibited or
restricted by any term, covenant, condition, or provision of the Indenture, the
Original Indenture, the Notes, the Original Notes or the Security

                                      B-7
<PAGE>

Documents, will constitute a Default or Event of Default or shall require the
prepayment of the Notes.

14.  Successor Persons.

          Generally, when a successor person or other entity assumes all the
obligations of its predecessor under the Notes and the Indenture, the
predecessor person will be released from those obligations.

15.  Defaults and Remedies.

          The following events will be defined as "Events of Default" in the
Indenture: (a) default in the payment of principal of (or premium, if any, on)
any Note when the same becomes due and payable at maturity, upon acceleration,
redemption or otherwise; (b) default in the payment of interest on any Note when
the same becomes due and payable, and such default continues for a period of 30
days; (c) failure to make or consummate an Offer to Purchase in accordance with
Section 4.6 of the Indenture; (d) the Company defaults in the performance of or
breaches any other covenant or agreement of the Company in the Indenture or
under the Notes (other than a default specified in clause (a), (b) or (c) above)
and such default or breach continues for a period of 30 consecutive days after
written notice by the Trustee or the Holders of 25% or more in aggregate
principal amount at maturity of the Notes; (e) there occurs with respect to any
issue or issues of Indebtedness of the Company or any Significant Subsidiary
having an outstanding principal amount of $1,000,000 or more in the aggregate
for all such issues of all such Persons, whether such Indebtedness now exists or
shall hereafter be created, (I) an event of default that has caused the holder
thereof to declare such Indebtedness to be due and payable prior to its Stated
Maturity and such Indebtedness has not been discharged in full or such
acceleration has not been rescinded or annulled within 30 days of such
acceleration and/or (II) the failure to make a principal payment at the final
(but not any interim) fixed maturity and such defaulted payment shall not have
been made, waived or extended within 30 days of such payment default and/or
(III) with respect to any Permitted Specified Indebtedness, there shall occur
any default in the performance or observance of any term, condition, covenant or
agreement contained therein or any agreement relating thereto, or any other
event specified in any such Indebtedness or agreement, if the effect thereof is
to cause, or permit the holder or holders of such Indebtedness (or any trustee
or other representative of any such holder(s)) to cause such Indebtedness to
become due prior to its stated maturity; (f) any final judgment or order (not
covered by insurance) for the payment of money in excess of $1,000,000 in the
aggregate for all such final judgments or orders against all such Persons
(treating any deductibles, self-insurance or retention as not so covered) shall
be rendered against the Company or any Significant Subsidiary and shall not be
paid or discharged, and there shall be any period of 30 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 $1,000,000 during which a stay of
enforcement of such final judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; (g) a court having jurisdiction in the
premises enters a decree or order for (A) relief in respect of the Company or
any Significant Subsidiary in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect,

                                      B-8
<PAGE>

(B) appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any Significant Subsidiary or
(for all or substantially all of the property and assets of the Company or any
Significant Subsidiary or (C) the winding up or liquidation of the affairs of
the Company or any Significant Subsidiary and, in each case, such decree or
order shall remain unstayed and in effect for a period of 60 consecutive days;
(h) the Company or any Significant Subsidiary (A) 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, (B) consents to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Company or any Significant Subsidiary or
for all or substantially all of the property and assets of the Company or any
Significant Subsidiary or (C) effects any general assignment for the benefit of
creditors or (i) failure of insurance proceeds to be paid to the Collateral
Trustee in the event of a launch failure.

          If an Event of Default (other than an Event of Default specified in
clause (g) or (h) above that occurs 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 outstanding, by written notice to the Company (and to
the Trustee if such notice is given by the Holders), may, and the Trustee at the
request of such Holders shall, declare the principal amount of, premium, if any,
and accrued interest on the Notes to be immediately due and payable. Upon a
declaration of acceleration, such principal amount of, premium, if any, and
accrued interest shall be immediately due and payable. In the event of a
declaration of acceleration because an Event of Default set forth in clause (e)
above has occurred and is continuing, such declaration of acceleration shall be
automatically rescinded and annulled if the event of default triggering such
Event of Default pursuant to clause (e) shall be remedied or cured by the
Company or the relevant Significant Subsidiary or waived by the holders of the
relevant Indebtedness within 60 days after the declaration of acceleration with
respect thereto. If an Event of Default specified in clause (g) or (h) above
occurs with respect to the Company, the principal amount of, premium, if any,
and accrued interest on the Notes then outstanding shall ipso facto become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holder. The Holders of at least a majority in principal
amount at maturity 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 (i) 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 such declaration of acceleration, have
been cured or waived and (ii) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction.

          The Holders of at least a majority in aggregate principal amount at
maturity of the outstanding Notes 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 Holders of Notes. A
Holder may not pursue any remedy with respect to the In-

                                      B-9
<PAGE>

denture or the Notes unless: (i) the Holder gives the Trustee written notice of
a continuing Event of Default; (ii) the Holders of at least 25% in aggregate
principal amount at maturity of outstanding Notes make a written request to the
Trustee to pursue the remedy; (iii) such Holder or Holders offer the Trustee
indemnity satisfactory to the Trustee against any costs, liability or expense;
(iv) the Trustee does not comply with the request within 60 days after receipt
of the request and the offer of indemnity; and (v) during such 60-day period,
the Holders of a majority in aggregate principal amount at maturity of the
outstanding Notes do not give the Trustee a direction that is inconsistent with
the request. However, such limitations do not apply to the right of any Holder
of a Note to receive payment of the principal of, premium, if any, or interest
on, such Note or to bring suit for the enforcement of any such payment, on or
after the due date expressed in the Notes, which right shall not be impaired or
affected without the consent of the Holder.

16.  Trustee Dealings with Company.

          The Trustee under the Indenture, in its individual or any other
capacity, may become 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.

17.  No Recourse Against Others.

          No recourse for the payment of the principal of, premium, if any, or
interest on any of the Notes or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture, or in any of the Notes or because of
the creation of any Indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer, director, employee or controlling person of
the Company or of any successor Person thereof. Each Holder, by accepting the
Notes, waives and releases all such liability.

18.  Authentication.

          This Note shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on the other side of this Note.

19.  CUSIP Numbers.

          Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.

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

                                     B-10
<PAGE>

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to EarthWatch
Incorporated, 1990 Pike Road, Longmont, Colorado 80501, Attention: President.

                                     B-11
<PAGE>

                                  SCHEDULE A

                  SCHEDULE OF PRINCIPAL AMOUNT OF INDEBTEDNESS
                             EVIDENCED BY THIS NOTE

          The initial principal amount of indebtedness evidenced by this Note
shall be $_____,_____.___. The following decreases/increases in the principal
amount evidenced by this Note have been made:

<TABLE>
<CAPTION>
              Decrease in   Increase in    Total Principal       Notation Made
Date of       Principal     Principal      Amount of this Note   by or on
Decrease/     Amount of     Amount of      Following such        Behalf of
Increase      this Note     this Note      Decrease/Increase     Trustee
---------     -----------   ------------   -------------------   -------------
<S>           <C>           <C>            <C>                   <C>

---------     -----------   ------------   -------------------   -------------

---------     -----------   ------------   -------------------   -------------

---------     -----------   ------------   -------------------   -------------

---------     -----------   ------------   -------------------   -------------

---------     -----------   ------------   -------------------   -------------

---------     -----------   ------------   -------------------   -------------

---------     -----------   ------------   -------------------   -------------

---------     -----------   ------------   -------------------   -------------

---------     -----------   ------------   -------------------   -------------

---------     -----------   ------------   -------------------   -------------

---------     -----------   ------------   -------------------   -------------

---------     -----------   ------------   -------------------   -------------

---------     -----------   ------------   -------------------   -------------

---------     -----------   ------------   -------------------   -------------

---------     -----------   ------------   -------------------   -------------

---------     -----------   ------------   -------------------   -------------

---------     -----------   ------------   -------------------   -------------

---------     -----------   ------------   -------------------   -------------

---------     -----------   ------------   -------------------   -------------

---------     -----------   ------------   -------------------   -------------

---------     -----------   ------------   -------------------   -------------
</TABLE>

                                     B-12
<PAGE>

                      OPTION OF HOLDER TO ELECT PURCHASE

          If you wish to have this Note purchased by the Company pursuant to
Section 4.6 of the Indenture, check the box: [ ]

          If you wish to have a portion of this Note purchased by the Company
pursuant to Section 4.6 of the Indenture, state the amount (in principal amount
at maturity):
$                        ($1,000 or integral multiple thereof).
 -----------------------

Date:
     --------------

Your Signature:
               -----------------------------------------------

Signature Guarantee:
                    ------------------------

                                     B-13
<PAGE>

                                                                       EXHIBIT C

                        FORM OF CERTIFICATE OF TRANSFER

EarthWatch Incorporated
1900 Pike Road
Longmont, Colorado 80501
Attention: President

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust Administration

[CHECK ONE IF TRANSFEROR IS AN INSTITUTIONAL ACCREDITED INVESTOR
(AND NOT A QIB)]

The Transferor hereof hereby certifies that this Transfer is being made through
the Placement Agent through which the Holder acquired the Notes or Book-Entry
Interests so transferred. The Placement Agent through which this Transfer is
being made, and that is receiving this certificate, is:

    [ ]   Morgan Stanley & Co. Incorporated
          1585 Broadway
          New York, New York 10036

                Re:  12 1/2% Senior Notes due 2005 of EarthWatch Incorporated

          Reference is hereby made to the Indenture, dated as of April 8, 1999
(the "Indenture"), between EarthWatch Incorporated (the "Company") and The Bank
of New York, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

          ______________________ (the "Transferor") owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in
the principal amount at maturity of $____ in such Note[s] or interests (the
"Transfer"), to ________ (the "Transferee"), as further specified in Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:

                            [CHECK ALL THAT APPLY]

1.   [ ]  Check if Transferee will take delivery of Book-Entry Interests in the
144A Global Note or Definitive Registered Notes pursuant to Rule 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the Book-Entry
Interests or Definitive Registered Notes are being transferred to a Person that
the Transferor reasonably believes is purchasing the Book-Entry Interests or
Definitive
<PAGE>

Registered Notes for its own account, or for one or more accounts with respect
to which such Person exercises sole investment discretion, and such Person and
each such account is a "qualified institutional buyer" within the meaning of
Rule 144A in a transaction meeting the requirements of Rule 144A and such
Transfer is in compliance with any applicable blue sky securities laws of any
state of the United States. Any such Transfer of a Book-Entry Interest in the
Regulation S Global Note for Definitive Registered Notes shall only occur on a
date in compliance with Regulation S. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture the transferred Book-Entry
Interest or Definitive Registered Note will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the 144A Global
Note and/or the Definitive Registered Note and in the Indenture and the
Securities Act.

2.   [ ]  Check if Transferee will take delivery of Book-Entry interests in the
Regulation S Global Note or Definitive Registered Notes pursuant to Regulation
S. The Transfer is being effected pursuant to and in accordance with Rule 904
under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a person in the United
States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in
the United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 904(b) of Regulation S under the
Securities Act and (iii) the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act. Any such Transfer of
a Book-Entry Interest in the Regulation S Global Note for Definitive Registered
Notes shall only occur on a date in compliance with Regulation S. Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred Book-Entry Interest or Definitive Registered Note
will be subject to the restrictions on Transfer enumerated in the Private
Placement Legend printed on the Regulation S Global Note and/or the Definitive
Registered Note and in the Indenture and the Securities Act.

3.   [ ]  Check and complete if Transferee will take delivery of Book-Entry
Interests in Definitive Registered Notes pursuant to any provision of the
Securities Act other than Rule 144A or Regulation S. The Transfer is being
effected in compliance with the transfer restrictions applicable to Book-Entry
Interests in Registered Global Notes (including with respect to Book-Entry
Interests in the Regulation S Global Notes other than pursuant to (b) or (c)
below, on a date in compliance with Regulation S and Definitive Registered Notes
bearing the Private Placement Legend and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any State of the
United States, and accordingly the Transferor hereby further certifies that
(check one):

          (a) [ ]  such Transfer is being effected pursuant to and in accordance
with Rule 144 under the Securities Act;

                                      C-2
<PAGE>

                                      or

          (b)  [_]  such Transfer is being effected to the Company or a
subsidiary thereof;

                                      or

          (c)  [_]  such Transfer is being effected pursuant to an effective
registration statement or under the Securities Act;

                                      or

          (d)  [_]  such Transfer is being effected to an Institutional
Accredited Investor and pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904,
and the Transferor hereby further certifies that the Transfer complies with the
transfer restrictions applicable to Definitive Registered Notes bearing the
Private Placement Legend and the requirements of the exemption claimed, which
certification is supported by (x) if such Transfer is in respect of a principal
amount at maturity of Notes at the time of Transfer of $100,000 or more, a
certificate executed by the Transferee in the form of Exhibit E to the
Indenture, or (y) if such Transfer is in respect of a principal amount at
maturity of Notes at the time of transfer of less than $100,000, (1) a
certificate executed by the Transferee in the form of Exhibit E to the Indenture
and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a
copy of which the Transferor has attached to this certification), to the effect
that (1) such Transfer is in compliance with the Securities Act and (2) such
Transfer complies with any applicable blue sky securities laws of any state of
the United States. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred Definitive Registered Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Definitive Registered Notes and in the Indenture and the
Securities Act.

          4.   [_]  Check if Transferee will take delivery of Book-Entry
Interests in the Definitive Registered Notes that do not bear the Private
Placement Legend.

          (a)  [_]  Check if Transfer is pursuant to Rule 144.  (i) The Transfer
is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States, and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred Book-Entry Interests or
Definitive Registered Notes will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Definitive Registered Notes bearing the Private Placement
Legend and in the Indenture.

          (b)  [_]  Check if Transfer is Pursuant to Other Exemption.  (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration

                                      C-3
<PAGE>

requirements of the Securities Act other than Rule 144 and in compliance with
the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any State of the United States and (ii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred Book-Entry Interests or Definitive Registered Notes
will not be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes or Definitive Registered
Notes bearing the Private Placement Legend and in the Indenture.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                      -----------------------------------------
                                      [Insert Name of Transferor]



                                      By:
                                         --------------------------------------
                                         Name:
                                         Title:


Dated:
      ------------------

                                C-4
<PAGE>

                        FORM OF ANNEX A TO CERTIFICATE
                                  OF TRANSFER


1.   The Transferor owns and proposes to transfer the following:

                           [CHECK ONE OF (a) OR (b)]

     (a)  [_]  Book-Entry Interests in the

          (i)  [_] 144A Global Note (CUSIP _______), or

          (ii) [_] Regulation S Global Note (CUSIP _______), or

     (b)  [_]  Definitive Registered Note.

2.   that the Transferee will hold:

                                  [CHECK ONE]

     (a)  [_]  Book-Entry Interests in the:

          (i)  [_] 144A Global Note (CUSIP _______), or

          (ii) [_] Regulation S Global Note (CUSIP _______), or

     (b)  [_]  Restrictive Definitive Registered Notes;

     (c)  [_]  Definitive Registered Note that does not bear the Private
               Placement Legend;

     in accordance with the terms of the Indenture.
<PAGE>

                                                                       EXHIBIT D

                        FORM OF CERTIFICATE OF EXCHANGE

EarthWatch Incorporated
1900 Pike Road
Longmont, Colorado 80501
Attention: President

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust Administration

[CHECK ONE IF HOLDER IS AN INSTITUTIONAL ACCREDITED INVESTOR (AND NOT A QIB)]

The Holder acquired the Notes or Book-Entry Interests
and is receiving this certificate through
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

          Re:  12 1/2% Senior Notes due 2005 of EarthWatch Incorporated

          (CUSIP _______)

          Reference is hereby made to the Indenture, dated as of April 8, 1999
(the "Indenture"), between EarthWatch Incorporated (the "Company") and The Bank
of New York, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

          _______________, (the "Holder") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount at
maturity of $_____ in such Note[s] or interests (the "Exchange"). In connection
with the Exchange, the Holder hereby certifies that:

Exchange of Restricted Definitive Registered Notes for Definitive Registered
Notes that do not bear the Private Placement Legend

          [_]  Check if Exchange is from Restricted Definitive Registered Notes
to Definitive Registered Notes that do not bear the Private Placement Legend. In
connection with the Holder's Exchange of a Restricted Definitive Registered Note
for Definitive Registered Notes that do not bear the Private Placement Legend,
the Holder hereby certifies (i) the Definitive Registered Notes that do not bear
the Private Placement Legend are being acquired for the Holder's own account
without transfer, (ii) such Exchange has been effected in compliance with
<PAGE>

the transfer restrictions applicable to Restricted Definitive Registered Notes
and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Notes are being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.



                                      -----------------------------------------
                                      [Insert Name of Holder]



                                      By:
                                         --------------------------------------
                                         Name:
                                         Title:



Dated:
       ---------------

                                D-2
<PAGE>

                                                                       EXHIBIT E

                           FORM OF CERTIFICATE FROM
                  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

EarthWatch Incorporated
1900 Pike Road
Longmont, Colorado 80501

MORGAN STANLEY & CO. INCORPORATED
1585 Broadway
New York, New York 10036



Ladies and Gentlemen:

          In connection with our proposed purchase of 12 1/2% Senior Notes due
2005 (collectively, the "Notes"), of EarthWatch Incorporated (the "Company"),
we confirm that:

          1.   We understand that, any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Amended and Restated Indenture (the "Indenture"), dated as of April 8, 1999
relating to the Notes and the undersigned agrees to be bound by, and not to
resell, pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the Securities Act of
1933, as amended (the "Securities Act").

          2.   We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered, sold, pledged or otherwise transferred within the United
States or to or for the account or benefit of U.S. persons, except as permitted
in the following sentence. We agree, on our own behalf and on behalf of any
accounts for which we are acting as hereinafter stated, that if we should sell
the Notes or any interest therein, we will do so only (A) to the Company or any
subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to
a "qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to the Trustee under
the Indenture (the "Trustee"), (i) a signed letter containing certain
representations and agreements relating to the restrictions or transfer of the
Notes (the form of which letter can be obtained from the Trustee) and (ii), if
such transfer is in respect of a principal amount at maturity of Notes at the
time of transfer of less than $100,000, an Opinion of Counsel acceptable to the
Issuer that such transfer is in compliance with the Securities Act, (D) outside
the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the exemption from registration provided by Rule
144 under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and, in each case, in accordance with
applicable state securities laws and securities laws of any other applicable
jurisdictions; and we further
<PAGE>

agree to provide to any person purchasing any of the Notes from us a notice
advising such purchaser that resales of the Notes are restricted as stated
herein. We understand that if we are an Institutional Accredited Investor and
not a QIB we will need to effect any transfer of Securities (other than pursuant
to an effective registration statement) through the Placement Agent (as defined
in the Offering Memorandum).

          3.   We understand that, on any proposed resale of the Notes, we will
be required to furnish to the Company such certifications, legal opinions and
other information as the and the Trustee may reasonably require to confirm that
the proposed sale complies with the foregoing restrictions. We further
understand that the Notes purchased by us will bear a legend to the foregoing
effect.

          4.   We are an institutional "accredited investor" (as defined in Rule
501 (a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

          5.   We are acquiring the Notes purchased by us for our own account or
for one or more accounts (each of which is an institutional "accredited
investor") as to each of which we exercise sole investment discretion.

          You, the Company and the Trustee are entitled to rely upon this letter
and are irrevocably authorized to produce this letter or a a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.

                                       Very truly yours,


                                       [Insert Name of Accredited Transferor]


                                       By:
                                           ------------------------------------
                                           Name:
                                           Title:

Dated:
      ----------------

                                           E-2
<PAGE>

                                   EXHIBIT F

           [Attached as Exhibit 4.5 to this Registration Statement.]