exv4w3







Exhibit 4.3




[FACE OF NOTE] 




DIGITALGLOBE, INC.




10.50% Senior Secured Note Due 2014.




CUSIP: 25389M AB5 / U25385 AA0




			
	No.
	 	$                    






     DIGITALGLOBE, INC., 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                      DOLLARS
($                    ) or such other amount as indicated on the Schedule of Exchange of Notes attached hereto on
May 1, 2014.




Interest Rate: 10.50% per annum.




Interest Payment Dates: May 1 and November 1, commencing November 1, 2009




Regular Record Dates: April 15 and October 15.



     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which will for all purposes have the same effect as if set forth at this place.



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



	 	 	 	 	 
	Date: 	DIGITALGLOBE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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(Form of Trustee’s Certificate of Authentication)





     This is one of the 10.50% Senior Secured Notes Due 2014 described in the Indenture referred to
in this Note.



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as

Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



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[REVERSE SIDE OF NOTE]




DIGITALGLOBAL, INC.


10.50% Senior Secured Note Due 2014



1. Principal and Interest.





     The Company promises to pay the principal of this Note on May 1, 2014.



     The Company promises to pay interest on the principal amount of this Note on each interest
payment date, as set forth on the face of this Note, at the rate of 10.50% per annum (subject to
adjustment as provided below).



     Interest will be payable semiannually (to the holders of record of the Notes at the close of
business on the April 15 or October 15 immediately preceding the interest payment date) on each
interest payment date, commencing November 1, 2009.



     Interest on this Note will accrue from the most recent date to which interest has been paid on
this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in
the payment of interest and if this Note is authenticated between a regular record date and the
next interest payment date, from such interest payment date) or, if no interest has been paid, from
the Issue Date. Interest will be computed in the basis of a 360-day year of twelve 30-day months.



     The Company will pay interest on overdue principal, premium, if any, and interest at 2% per
annum higher than the rate borne by this Note. Interest not paid when due and any interest on
principal, premium or interest not paid when due will be paid to the Persons that are Holders on a
special record date, which will be the 15th day preceding the date fixed by the Company for the
payment of such interest, whether or not such day is a Business Day. At least 15 days before a
special record date, the Company will send to each Holder and to the Trustee a notice that sets
forth the special record date, the payment date and the amount of interest to be paid.


2. Indentures; Note Guarantee.




     This is one of the Notes issued under an Indenture dated as of April 28, 2009 (as amended from
time to time, the “Indenture”), among the Company, the Guarantors party thereto and U.S. Bank
National Association, as Trustee. Capitalized terms used 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 will control.



     The Notes are secured obligations of the Company. The Indenture limits the original aggregate
principal amount of the Notes to $355,000,000, but Additional Notes may be issued



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pursuant to the Indenture, and the originally issued Notes and all such Additional Notes vote
together for all purposes as a single class.



3. Redemption and Repurchase; Discharge Prior to Redemption or Maturity.




     This Note is subject to optional redemption, and may be the subject of an Offer to Purchase,
as further described in the Indenture. There is no sinking fund or mandatory redemption applicable
to this Note.



     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 maturity, the Company may in certain circumstances be discharged from the Indenture
and the Notes or may be discharged from certain of its obligations under certain provisions of the
Indenture.


4. Registered Form; Denominations; Transfer; Exchange.




     The Notes are in registered form without coupons in denominations of $1,000 principal amount
and any multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of
Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will
not be required to issue, register the transfer of or exchange any Note or certain portions of a
Note.


5. Defaults and Remedies.




     If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due
and payable. If a bankruptcy or insolvency default with respect to the Company occurs and is
continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture
or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory
to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a
majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise
of remedies.


6. Amendment and Waiver.




     Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be
waived, with the consent of the Holders of a majority in principal amount of the outstanding Notes.
Without notice to or the consent of any Holder, the Company and the Trustee may amend or
supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency if such amendment or supplement does not adversely affect the interests of the
Holders in any material respect.








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7. Authentication.




     This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of
authentication on the other side of this Note.


8. Governing Law.




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


9. Abbreviations.




     Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to
Minors Act).



     The Company will furnish a copy of the Indenture to any Holder upon written request and
without charge.




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[FORM OF TRANSFER NOTICE]




     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s)
unto


Insert Taxpayer Identification No.




      




      



Please print or typewrite name and address including zip code of assignee




      



the within Note and all rights thereunder, hereby irrevocably constituting and appointing




      



attorney to transfer said Note on the books of the Company with full power of substitution in
the premises.






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[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]




     In connection with any transfer of this Note occurring prior to May 1, 2010, the undersigned
confirms that such transfer is made without utilizing any general solicitation or general
advertising and further as follows:



Check One



o (1) This Note is being transferred to the Company or any of its Subsidiaries.



o (2) This Note is being transferred to a “qualified institutional buyer” in compliance with
Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F
to the Indenture is being furnished herewith.



o (3) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from
registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and
certification in the form of Exhibit E to the Indenture is being furnished herewith.




or



o (4) This Note is being transferred other than in accordance with (1), (2) or (3) above and
documents are being furnished which comply with the conditions of transfer set forth in this Note
and the Indenture.




     If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note
in the name of any Person other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in the Indenture have been satisfied.


Date:                                                             




	 	 	 	 	 
	 	 	 
	 	 	 
	 	Seller 	 
	 	 	 	 
	 
	 	 	 
	 	By  	 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 

	 

	 	NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within-mentioned instrument
in every particular, without alteration or any change whatsoever.






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	Signature Guarantee:5
	 	 
 	 	 
	 
	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 	 	To be executed by an executive officer








 




			
	5 	 	Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Registrar, which
requirements include membership or participation in the Securities Transfer
Association Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.




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OPTION OF HOLDER TO ELECT PURCHASE




     If you wish to have all of this Note purchased by the Company pursuant to Error! Reference
source not found., Error! Reference source not found. or Error! Reference source not found. of the
Indenture, check the box: 9



     If you wish to have a portion of this Note purchased by the Company pursuant to Error!
Reference source not found., Error! Reference source not found. or Error! Reference source not
found. of the Indenture, state the amount (in original principal amount) below:



          $                                                            .



Date:                                        



Your Signature:                                                                     
           



(Sign exactly as your name appears on the other side of this Note)



Signature Guarantee:1                                                                                






 




			
	1 	 	Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Trustee, which
requirements include membership or participation in the Securities Transfer
Association Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Trustee in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.




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SCHEDULE OF EXCHANGES OF NOTES



The following exchanges of a part of this Global Note for Physical Notes or a part of another
Global Note have been made:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal amount of	 	 
	 	 	 	 	 	 	this Global Note	 	 
	 	 	Amount of decrease	 	Amount of increase	 	following such	 	Signature of
	 	 	in principal amount	 	in principal amount	 	decrease (or	 	authorized officer of
	Date of Exchange	 	of this Global Note	 	of this Global Note	 	increase)	 	Trustee
	 
	 	 
	 	 
	 	 
	 	 






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