exv4w1






Exhibit
4.1



Execution Version




 




GEOEYE, INC.

as Issuer



The Subsidiary Guarantors named on the signature pages hereto



8.625% Senior Secured Notes due 2016

 



INDENTURE



Dated as of October 8, 2010

 



WILMINGTON TRUST FSB,

as Trustee and as Collateral Trustee



 




 









 





Table of Contents




	 	 	 
	 	 	Page
	ARTICLE 1

	DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 
	Section 1.01 Definitions
	 	1
	Section 1.02 Other Definitions
	 	28
	Section 1.03 Incorporation by Reference of Trust Indenture Act
	 	29
	Section 1.04 Rules of Construction
	 	30
	 
	 	 
	ARTICLE 2

	THE NOTES

	 
	 	 
	Section 2.01 Amount of Notes
	 	30
	Section 2.02 Form and Dating
	 	31
	Section 2.03 Execution and Authentication
	 	32
	Section 2.04 Registrar and Paying Agent
	 	33
	Section 2.05 Paying Agent to Hold Money in Trust
	 	33
	Section 2.06 Holder Lists
	 	34
	Section 2.07 Transfer and Exchange
	 	34
	Section 2.08 Replacement Notes
	 	35
	Section 2.09 Outstanding Notes
	 	36
	Section 2.10 Temporary Notes
	 	37
	Section 2.11 Cancellation
	 	37
	Section 2.12 Defaulted Interest
	 	37
	Section 2.13 CUSIP Numbers, ISINs, etc.
	 	38
	Section 2.14 Calculation of Principal Amount of Notes
	 	38
	 
	 	 
	ARTICLE 3

	REDEMPTION

	 
	 	 
	Section 3.01 Redemption at Option of Issuer
	 	38
	Section 3.02 Optional Redemption Upon Equity Offerings
	 	39
	Section 3.03 Method and Effect of Redemption
	 	39
	Section 3.04 Deposit of Redemption Price
	 	41
	Section 3.05 Mandatory Redemption
	 	41
	 
	 	 
	ARTICLE 4

	COVENANTS

	 
	 	 
	Section 4.01 Payment of Notes
	 	41
	Section 4.02 Reports and Other Information
	 	42
	Section 4.03 Incurrence of Indebtedness and Issuance of Preferred Stock
	 	43
	Section 4.04 Restricted Payments
	 	47
	Section 4.05 Dividend and Other Payment Restrictions Affecting Subsidiaries
	 	52






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	 	 	Page
	Section 4.06 Asset Sales and Events of Loss
	 	54
	Section 4.07 Transactions with Affiliates
	 	58
	Section 4.08 Change of Control
	 	60
	Section 4.09 Compliance Certificate
	 	62
	Section 4.10 Further Instruments and Acts
	 	62
	Section 4.11 Liens
	 	62
	Section 4.12 Covenant Suspension
	 	62
	Section 4.13 Maintenance of Office or Agency
	 	63
	Section 4.14 Business Activities
	 	63
	Section 4.15 Maintenance of Insurance
	 	64
	Section 4.16 Future Subsidiary Guarantors; Release of Subsidiary Guarantors
	 	66
	 
	 	 
	ARTICLE 5

	MERGER, CONSOLIDATION OR SALE OF ASSETS

	 
	 	 
	Section 5.01 Merger, Consolidation or Sale of Assets of the Issuer
	 	67
	Section 5.02 Merger, Consolidation or Sale of Assets by a Subsidiary Guarantor
	 	68
	 
	 	 
	ARTICLE 6

	DEFAULTS AND REMEDIES

	 
	 	 
	Section 6.01 Events of Default
	 	70
	Section 6.02 Acceleration
	 	72
	Section 6.03 Other Remedies
	 	73
	Section 6.04 Waiver of Past Defaults
	 	73
	Section 6.05 Control by Majority
	 	73
	Section 6.06 Limitation on Suits
	 	73
	Section 6.07 Rights of the Holders to Receive Payment
	 	74
	Section 6.08 Collection Suit by Trustee
	 	74
	Section 6.09 Trustee May File Proofs of Claim
	 	74
	Section 6.10 Priorities
	 	75
	Section 6.11 Undertaking for Costs
	 	75
	Section 6.12 Waiver of Stay or Extension Laws
	 	75
	 
	 	 
	ARTICLE 7

	TRUSTEE

	 
	 	 
	Section 7.01 Duties of Trustee
	 	76
	Section 7.02 Rights of Trustee
	 	77
	Section 7.03 Individual Rights of Trustee
	 	79
	Section 7.04 Trustee’s Disclaimer
	 	80
	Section 7.05 Notice of Defaults
	 	80
	Section 7.06 Reports by Trustee to the Holders
	 	80
	Section 7.07 Compensation and Indemnity
	 	80
	Section 7.08 Replacement of Trustee
	 	81
	Section 7.09 Successor Trustee by Merger
	 	82






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	 	 	Page
	Section 7.10 Eligibility; Disqualification
	 	82
	Section 7.11 Preferential Collection of Claims Against Issuer
	 	83
	 
	 	 
	ARTICLE 8

	DISCHARGE OF INDENTURE; DEFEASANCE

	 
	 	 
	Section 8.01 Discharge of Liability on Notes
	 	83
	Section 8.02 Defeasance
	 	84
	Section 8.03 Conditions to Defeasance
	 	85
	Section 8.04 Application of Trust Money
	 	86
	Section 8.05 Repayment to Issuer
	 	86
	Section 8.06 Indemnity for Government Securities
	 	86
	Section 8.07 Reinstatement
	 	86
	 
	 	 
	ARTICLE 9

	AMENDMENTS AND WAIVERS

	 
	 	 
	Section 9.01 Without Consent of the Holders
	 	87
	Section 9.02 With Consent of the Holders
	 	88
	Section 9.03 Compliance with Trust Indenture Act
	 	89
	Section 9.04 Revocation and Effect of Consents and Waivers
	 	89
	Section 9.05 Notation on or Exchange of Notes
	 	90
	Section 9.06 Trustee and Collateral Trustee to Sign Amendments
	 	90
	Section 9.07 Payment for Consent
	 	90
	Section 9.08 Additional Voting Terms
	 	91
	 
	 	 
	ARTICLE 10

	COLLATERAL

	 
	 	 
	Section 10.01 Appointment and Authorization of Trustee as Collateral Trustee
	 	91
	Section 10.02 Security Documents; Collateral
	 	91
	Section 10.03 Recording, Registration and Opinions
	 	95
	Section 10.04 Release of Collateral
	 	95
	Section 10.05 Possession and Use of Collateral
	 	95
	Section 10.06 Event of Loss Collateral Account
	 	96
	Section 10.07 Specified Releases of Collateral
	 	96
	Section 10.08 Purchaser Protected
	 	98
	Section 10.09 Authorization of Actions to Be Taken by the Collateral Trustee
Under the Security Documents
	 	98
	Section 10.10 Authorization of Receipt of Funds by the Trustee Under the
Security Documents
	 	99
	Section 10.11 Powers Exercisable by Receiver or Collateral Trustee
	 	100
	Section 10.12 Trust Indenture Act Requirements
	 	100
	Section 10.13 Intercreditor Agreement and Collateral Agreement Govern
	 	100
	Section 10.14 Equal and Ratable Sharing of Collateral with Permitted Second Lien Debt
	 	101






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	 	 	Page
	Section 10.15 Relative Rights
	 	101
	 
	 	 
	ARTICLE 11

	GUARANTEES

	 
	 	 
	Section 11.01 Guarantees of the Notes
	 	102
	Section 11.02 Limitation on Liability; Release and Discharge
	 	104
	Section 11.03 Execution and Delivery
	 	104
	Section 11.04 Right of Contribution
	 	104
	Section 11.05 No Subrogation
	 	104
	 
	 	 
	ARTICLE 12

	MISCELLANEOUS

	 
	 	 
	Section 12.01 Trust Indenture Act Controls
	 	105
	Section 12.02 Notices
	 	105
	Section 12.03 Communication by the Holders with Other Holders
	 	106
	Section 12.04 Certificate and Opinion as to Conditions Precedent
	 	106
	Section 12.05 Statements Required in Certificate or Opinion
	 	106
	Section 12.06 When Notes Disregarded
	 	106
	Section 12.07 Rules by Trustee, Paying Agent and Registrar
	 	107
	Section 12.08 Legal Holidays
	 	107
	Section 12.09 Governing Law; Waiver of Trial by Jury
	 	107
	Section 12.10 Jurisdiction; Consent to Service of Process
	 	107
	Section 12.11 No Recourse Against Others
	 	108
	Section 12.12 Successors
	 	108
	Section 12.13 Multiple Originals
	 	108
	Section 12.14 Table of Contents; Headings
	 	108
	Section 12.15 Indenture Controls
	 	108
	Section 12.16 Severability
	 	108






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EXHIBIT INDEX




Exhibit A  —  Form of Original Note and Additional Note

Exhibit B  —  Form of Supplemental Indenture




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CROSS-REFERENCE TABLE




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






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N.A. Means Not Applicable.


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




-vii-









 





     THIS INDENTURE dated as of October 8, 2010 among GEOEYE, INC., a corporation organized under
the laws of the State of Delaware (the “Issuer”), the Subsidiary Guarantors (as defined herein)
listed in the signature pages hereto and WILMINGTON TRUST FSB, as trustee (the “Trustee”) and as
collateral trustee (the “Collateral Trustee”).



     Each party agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the Holders of (a) $125,000,000 aggregate principal amount of the Issuer’s
8.625% Senior Secured Notes due 2016 (the “Original Notes”) issued on the Issue Date (as defined
herein) in the form of Exhibit A and (b) any Additional Notes (as defined herein, and
together with the Original Notes, the “Notes”) in the form of Exhibit A.



ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 1.01 Definitions.


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





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




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


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



“Additional Notes” means the Issuer’s 8.625% Senior Secured Notes due 2016 issued under the
terms of this Indenture subsequent to the Issue Date having the same terms as the Notes, except
that interest may accrue on the Additional Notes from the date of their issuance.



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





(1) Consolidated Net Income, plus




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




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




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




(B) Consolidated Depreciation and Amortization Expense and all other non-cash items
of such Person reducing Consolidated Net Income, less all non-cash items



 









 







of such Person increasing Consolidated Net Income (not including non-cash charges in
a period which reflect cash items paid or to be paid in another period);




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




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




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




(7) any restructuring charges of such Person;


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



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



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



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



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





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




(2) the excess of (a) the present value at such redemption date of (i) the redemption price
of such Note at October 1, 2013 (such redemption price being set forth in the table
appearing in Section 3.01) plus (ii) all required interest payments due on such Note through
October 1, 2013 (excluding accrued and unpaid interest), computed using a discount rate
equal to the Treasury Rate as of such redemption date plus 50 basis points, over (b) the
then outstanding principal amount of such Note.


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




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Equity Interests of any Restricted Subsidiary (whether in a single transaction or a series of
related transactions), in each case other than:





(1) a disposition of Cash Equivalents;




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




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




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




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




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




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




(8) any disposition of assets or issuance or sale of Equity Interests of any Restricted
Subsidiary in any transaction or series of transactions with an aggregate Fair Market Value
of less than $5.0 million;




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




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




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




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


“Board of Directors” means:




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




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




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




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


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



“Capital Stock” means:





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




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




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




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


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



“Cash Equivalents” means:





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




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




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



-4-









 






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




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




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




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




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


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





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




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




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



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so approved) cease for any reason to constitute a majority of the Board of Directors of the
Issuer then in office.


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



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



“Collateral Trust Agreement” means the Collateral Trust Agreement, dated as of the Issue Date,
among the Collateral Trustee, the Trustee, the Issuer and each Guarantor, as it may be amended or
supplemented from time to time.



“Collateral Trustee” means Wilmington Trust FSB, in its capacity as “Collateral Trustee” under the
Collateral Trust Agreement, the Intercreditor Agreement and the other Security Documents, and any
successor thereto in such capacity.



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



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



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





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




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



-6-









 






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




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




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




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




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




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




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




(8) to the extent reducing Consolidated Net Income, the total amount of tender costs,
unamortized issuance costs and unamortized original issue discount expenses relating to the
Floating Rate Notes, the Tender Offer and the Floating Rate Notes Redemption, but excluding
the costs and expenses of the Floating Rate Notes Discharge as described under the caption
“Use of Proceeds” in the offering memorandum, dated September 23, 2009, related to the
First-Lien Notes.


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



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



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




-7-









 




Market Value of such Disqualified Stock or Preferred Stock, such Fair Market Value shall be
determined reasonably and in good faith by the Board of Directors of the relevant Person.



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



“Convertible Indebtedness” means Indebtedness of the Issuer (which may be Guaranteed by the
Guarantors) permitted to be incurred under the terms of this Indenture that is either (a)
convertible into common stock of the Issuer (and cash in lieu of fractional shares) and/or cash (in
an amount determined by reference to the price of such common stock) or (b) sold as units with call
options, warrants or forward purchase contracts (or substantially equivalent derivative
transactions) that are exercisable for or settled in common stock of the Issuer and/or cash (in an
amount determined by reference to the price of such common stock).



“Corporate Trust Office” means the principal office of the Trustee at which at any time its
corporate trust business shall be administered, which office at the date hereof is located at
Wilmington Trust FSB, Corporate Capital Markets, 50 South Sixth Street, Suite 1290, Minneapolis, MN
55402, Attention: GeoEye, Inc. Administrator, or such other address as the Trustee may designate
from time to time by notice to the Holders and the Issuer, or the principal corporate trust office
of any successor Trustee (or such other address as such successor Trustee may designate from time
to time by notice to the Holders and the Issuer).



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



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




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





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




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




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


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



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



“Definitive Note” means a certificated Original Note or Additional Note that does not include the
Global Notes Legend.



“Depository” means The Depository Trust Company, its nominees and their respective successors.



“Designated Non-cash Consideration” means the fair market value of noncash consideration received
by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so
designated as Designated Noncash Consideration pursuant to an Officers’ Certificate setting forth
the basis of such valuation, less the amount of cash or Cash Equivalents received in






-9-









 







connection with a subsequent sale, redemption or payment of, on or with respect to such Designated
Noncash Consideration.



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



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



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



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



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



“Event of Loss Collateral Account” means any segregated account pledged under the Security
Documents that is under the sole control of the Collateral Trustee or, to the extent required by
the terms of the First-Lien Notes, the First-Lien Collateral Agent, but pursuant to the
Intercreditor Agreement, and that is free from all other Liens (other than Permitted Liens
described in clauses (10), (16), (22) (solely with respect to the First-Lien Notes) and (23) of the
definition of “Permitted Liens”) and that includes all Event of Loss Proceeds received by the
Issuer or any Restricted Subsidiary from a Satellite Event of Loss and interest earned thereon.



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







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




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




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




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




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


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



“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated
willing seller in a transaction not involving distress or necessity of either party, determined in
good faith by the chief financial officer, chief accounting officer, or controller of the Issuer
with respect to valuations not in excess of $10.0 million or determined in good faith by the Board
of Directors of the Issuer with respect to valuations equal to or in excess of $10.0 million, as
applicable, which determination will be conclusive (unless otherwise provided in this Indenture).



“First-Lien Collateral Agent” means the collateral agent with respect to the First-Lien Notes.



“First-Lien Notes” means the Issuer’s $400 million 9.625% Senior Secured Notes due 2015.



“First-Lien Notes Indenture” means the indenture, dated October 9, 2009, between the Issuer, the
Subsidiary Guarantors and The Bank of New York Mellon, as amended and supplemented to the Issue
Date.



“First-Lien Obligations” means obligations of the Issuer or any Subsidiary Guarantor with respect
to the First-Lien Notes and any other obligations permitted by the terms of this Indenture to be
secured by the Collateral on a priority basis relative to the Notes.



“First-Lien Priority” means, relative to specified Indebtedness and other obligations, having
senior Lien priority to the Notes and the Guarantees, as the case may be, on the Collateral.



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







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





(1) Consolidated Interest Expense for such period; and




(2) the product of




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




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


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



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



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



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



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



“Global Note” means a certificated Original Note or Additional Note issued in global form to
the Depository or its nominee.



“Global Notes Legend” means the legend set forth under that caption in the Exhibit A to
this Indenture.



“Government Securities” means securities that are:





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




(b) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of
America,



-12-









 







which, in either case, are not callable or redeemable at the option of the issuers thereof,
and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2)
of the Securities Act), as custodian with respect to any such Government Securities or a
specific payment of principal of or interest on any such Government Securities held by such
custodian for the account of the holder of such depository receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the custodian
in respect of the Government Securities or the specific payment of principal of or interest
on the Government Securities evidenced by such depository receipt.


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



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



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





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




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


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



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



“Indebtedness” means, with respect to any Person,





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




(i) in respect of borrowed money,




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




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



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(x) to the extent undrawn or (y) if drawn, to the extent repaid in full within 20
business days of any such drawing, or




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




(b) Disqualified Stock of such Person,




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




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


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



Notwithstanding the foregoing, for the avoidance of doubt, obligations of any Person under a
Permitted Bond Hedge Transaction or a Permitted Warrant Transaction shall not be deemed to be
“Indebtedness.”



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



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



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






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



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



“Insurance Test Total Debt” means, as at any date of determination, an amount equal to the
aggregate amount of all Notes then outstanding plus any Indebtedness secured by a Lien pursuant to
the following clauses of the definition of “Permitted Liens”: (1), (7) and (4), (5), (17), (22) and
(27) (in each case, to the extent such Liens are on assets not excluded from the Collateral), (25)
(to the extent applicable to clauses (1), (4), (5), (22) and (23) of the definition of “Permitted
Liens”) and 26.



“Intercreditor Agreement” means the Junior Lien Intercreditor Agreement entered into among the
Issuer, the Subsidiary Guarantors, the Collateral Trustee, on behalf of itself and the holders of
the Notes and any other Permitted Second Lien Obligations, and the First-Lien Collateral Agent, on
behalf of itself and the holders of the First-Lien Notes, as the same may be amended, supplemented
or otherwise modified from time to time.



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



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





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



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




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


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



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



“Issue Date” means October 8, 2010.



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



“Lien Sharing and Priority Confirmation” means, as to any Series of Permitted Second Lien Debt, the
written agreement of the holders of such Series of Permitted Second Lien Debt, as set forth in the
indenture, credit agreement or other agreement governing such Series of Permitted Second Lien Debt,
for the enforceable benefit of all holders of each other existing and future Series of Permitted
Second Lien Debt and the First-Lien Collateral Agent and existing and future holders of Permitted
Liens:





(1) that all Permitted Second Lien Obligations will be and are secured equally and ratably by
all Permitted Second Priority Liens at any time granted by the Issuer or any Guarantor to secure
any Obligations in respect of such Series of Permitted Second Lien Debt, whether or not upon
property otherwise constituting collateral for such Series of Permitted Second Lien Debt, and
that all such Permitted Second Priority Liens will be enforceable by the Collateral Trustee for
the benefit of all holders of Permitted Second Lien Obligations equally and ratably;




(2) that the holders of Obligations in respect of such Series of Permitted Second Lien Debt are
bound by the provisions of the Collateral Trust Agreement, including the provisions relating to
the ranking of Permitted Second Priority Liens and the order of application of proceeds from
enforcement of Permitted Second Priority Liens; and



-16-









 






(3) consenting to and directing the Collateral Trustee to perform its obligations under the
Collateral Trust Agreement and the other Security Documents.


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



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



“Obligations” means any principal, interest (including any interest accruing subsequent to the
filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for
in the documentation with respect thereto, whether or not such interest is an allowed claim under
applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements
(including, without limitation, reimbursement obligations with respect to letters of credit and
banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal,
interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable
under the documentation governing any Indebtedness.



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



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



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







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



“Permitted Bond Hedge Transaction” means any call or capped call option (or substantively
equivalent derivative transaction) on the Issuer’s common stock purchased by the Issuer in
connection with the issuance of any Convertible Indebtedness; provided that the purchase price for
such Permitted Bond Hedge Transaction, less the proceeds received by the Issuer from the sale of
any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Issuer
from the sale of such Convertible Indebtedness issued in connection with the Permitted Bond Hedge
Transaction.



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



“Permitted Investments” means:





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




(2) any Investment in cash and Cash Equivalents;




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




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




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




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




(7) (i) receivables owing to the Issuer or any Restricted Subsidiary if created or acquired
in the ordinary course of business, (ii) endorsements for collection or deposit in the
ordinary course of business, and (iii) securities, instruments or other obligations received
in compromise or settlement of debts created in the ordinary course of business, or by



-18-









 







reason of a composition or readjustment of debts or reorganization of another Person, or in
satisfaction of claims or judgments;




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




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




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




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




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




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




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




(15) Investments in Restricted Subsidiaries that are not Subsidiary Guarantors, Unrestricted
Subsidiaries and joint ventures in an aggregate amount not to exceed $20.0 million at any
one time outstanding (net of, with respect to the Investment in any particular Person, the
cash return thereon received after the Issue Date as a result of any sale for cash,
repayment, redemption, liquidating distribution or other cash realization (not included in
Consolidated Net Income), not to exceed the amount of Investments in such Person made after
the Issue Date in reliance on this clause (15));




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




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




(18) any Investments received in compromise or resolution of obligations of trade creditors
or customers that were incurred in the ordinary course of business of the Issuer



-19-









 







or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or
similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;




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




(20) additional Investments by the Issuer or any of its Restricted Subsidiaries having an
aggregate Fair Market Value, taken together with all other Investments made pursuant to this
clause (20), not to exceed $20.0 million at any one time outstanding.


“Permitted Liens” means the following types of Liens:





(1) Liens on the Collateral securing Indebtedness and other obligations permitted to be
incurred pursuant to Section 4.03(a), which Liens may have First-Lien Priority or be
Permitted Second Priority Liens pursuant to the Intercreditor Agreement and the Collateral
Trust Agreement; provided, however, that after giving pro forma effect thereto, the Secured
Debt to Adjusted EBITDA Ratio of the Issuer would not exceed 3.25 to 1.00;




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




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




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




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



-20-









 






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




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




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




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




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




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




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




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




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



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




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




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




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




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




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




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




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




(23) Liens securing the Notes (other than Additional Notes) or the Guarantees issued on the
Issue Date;




(24) Liens securing obligations incurred in the ordinary course of business and not in the
aggregate materially detracting from the value of the affected properties or their use in
the operation of the business of the Issuer and its Restricted Subsidiaries; provided,
however, that the aggregate amount of Indebtedness and other obligations permitted to be
secured pursuant to this clause (24) does not exceed $5.0 million outstanding at any one
time;




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




(26) Liens on the Collateral securing Indebtedness and other obligations permitted to
be incurred under clauses (1) (including Hedging Obligations related thereto), (17) and
(19) (including Hedging Obligations related thereto) (provided that Indebtedness or
obligations under clause (19) are under Credit Facilities) of Section 4.03(b) which Liens



-22-









 







may have First-Lien Priority or be Permitted Second Priority Liens pursuant to the
Intercreditor Agreement and the Collateral Trust Agreement; provided, however, that the
aggregate amount of Indebtedness and other obligations secured pursuant to this clause (26)
does not exceed $100.0 million outstanding at any one time; and




(27) Liens securing Capitalized Lease Obligations or other Indebtedness permitted to be
incurred under Section 4.03(b)(iv); provided, however, that such Liens may not extend to
property owned by the Issuer or any Restricted Subsidiary other than the property and
proceeds thereof being leased, improved or acquired pursuant to such clause Section
4.03(b)(iv).


“Permitted Second Lien Debt” means:





     (1) the Notes issued on the Issue Date; and




     (2) any other Indebtedness of the Issuer (including Additional Notes but excluding
First-Lien Notes) that is secured by a Permitted Second Priority Lien that was permitted to
be incurred and so secured under each applicable Permitted Second Lien Document; provided,
in the case of any Indebtedness referred to in this clause (2), that:




     (a) on or before the date on which such Indebtedness is incurred by the Issuer,
such Indebtedness is designated by the Issuer, in an Officers’ Certificate delivered to
each Permitted Second Lien Representative and the Collateral Trustee, as “Permitted
Second Lien Debt” for the purposes of the Secured Debt Documents and the Collateral
Trust Agreement and has not subsequently been reclassified by the Issuer as First-Lien
Obligations;




     (b) such Indebtedness is governed by an indenture, credit agreement or other
agreement that includes a Lien Sharing and Priority Confirmation; and




     (c) all requirements set forth in the Collateral Trust Agreement as to the
confirmation, grant or perfection of the Collateral Trustee’s Lien to secure such
Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of
such requirements and the other provisions of this clause (c) will be conclusively
established if the Issuer delivers to the Collateral Trustee an Officers’ Certificate
stating that such requirements and other provisions have been satisfied and that such
Indebtedness is “Permitted Second Lien Debt”).


“Permitted Second Lien Debt Document” means this Indenture, the Notes and any other indenture,
credit agreement or other agreement pursuant to which Permitted Second Lien Debt is incurred.



“Permitted Second Lien Documents” means, collectively, any Permitted Second Lien Debt Document and
the Security Documents.



“Permitted Second Lien Obligations” means the Permitted Second Lien Debt and all other
Obligations in respect of thereof.





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“Permitted Second Lien Representative” means:




          (1) in the case of the Notes, the Trustee; and




          (2) in the case of any other Series of Permitted Second Lien Debt, the trustee, agent or
representative of the holders of such Series of Permitted Second Lien Debt who is appointed as a
representative of the Permitted Second Lien Debt (for purposes related to the administration of the
Security Documents) pursuant to the applicable Permitted Second Lien Documents.



“Permitted Second Priority Lien” means a Lien granted by a Security Document to the Collateral
Trustee, at any time, upon any property of the Issuer or any Guarantor to secure Permitted Second
Lien Obligations.



“Permitted Warrant Transaction” means any call option, warrant or right to purchase (or
substantively equivalent derivative transaction) on the Issuer’s common stock sold by the Issuer
substantially concurrently with any purchase by the Issuer of a related Permitted Bond Hedge
Transaction.



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



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



“Prospectus” means the Prospectus, dated October 1, 2010, relating to the sale of the Original
Notes by the Issuer.



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



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



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



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



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





-24-









 







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



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



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



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



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



“Secured Debt” means the First-Lien Notes and Permitted Second Lien Debt.



“Secured Debt Documents” means collectively, the First-Lien Notes Indenture and the related
security documents and the Permitted Second Lien Documents.



“Secured Debt to Adjusted Cash EBITDA Ratio” means, with respect to any Person, the ratio of (1)
Secured Consolidated Total Indebtedness as of the end of the most recently ended fiscal quarter for
which internal financial statements are available to (2) Adjusted Cash EBITDA for the latest four
completed fiscal quarters for which internal financial statements are available, calculated on a
pro forma basis to give effect to certain transactions and actions, and in a manner and method of
determination, consistent with the manner in which the Debt to Adjusted Cash EBITDA Ratio is
calculated.



“Secured Indebtedness” means funded Indebtedness that is secured by a Lien.



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



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



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



“Securities Custodian” means the custodian with respect to a Global Note (as appointed by the
Depository) or any successor person thereto, who shall initially be the Trustee.



“Security Document” means any of the Security Agreement, the Aircraft Security Agreement, the
Collateral Trust Agreement and all mortgages, deeds of trust, deeds to secure debt, pledge
agreements, collateral assignments, other security agreements, including with respect to aircraft,






-25-









 







fiduciary transfers, debentures or other documents or instruments granting or evidencing or
creating or purporting to grant, evidence or create any Lien on any Collateral in favor of the
Collateral Trustee for the benefit of holders of Permitted Second Lien Obligations, as each may be
amended, supplemented or otherwise modified from time to time.



“Senior Unsecured Pari Passu Indebtedness” means:





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




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


“Series of Permitted Second Lien Debt” means, severally, the Notes and any other Permitted Second
Lien Debt for which a single transfer register is maintained.



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



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



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





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




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


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







-26-









 







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



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



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



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



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



“Trustee” means, initially, Wilmington Trust FSB, in its capacity as Trustee hereunder; and its
successors in such capacity.



“Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to
time, provided, however, that, at any time, if by reason of mandatory provisions of law, any or all
of the perfection or priority of the Collateral Trustee’s and the Secured Parties’ security
interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in
effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform
Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the
provisions hereof relating to such perfection or priority and for purposes of definitions relating
to such provisions.



“Unrestricted Subsidiary” means (i) any Subsidiary of the Issuer that at the time of determination
is an Unrestricted Subsidiary (as designated by the Board of Directors of the Issuer, as provided
below) and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer
may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly
acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any
of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any
property of, the Issuer or any Subsidiary of the Issuer (other than any Subsidiary of the
Subsidiary to be so designated); provided that (a) any Unrestricted






-27-









 







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



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



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





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




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


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





Section 1.02 Other Definitions



	 	 	 	 	 
	 	 	Defined in
	Term	 	Section
	“Affiliate Transaction”
	 	 	4.07	 
	“Agent Members”
	 	 	2.02	(b)
	“Asset Sale Offer”
	 	 	4.06	(d)
	“Bankruptcy Law”
	 	 	6.01	 
	“Change of Control Offer”
	 	 	4.08	(b)






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	 	 	Defined in
	Term	 	Section
	“Change of Control Payment”
	 	 	4.08	(a)
	“Change of Control Purchase Date”
	 	 	4.08	(b)
	“Covenant Defeasance”
	 	 	8.02	(b)
	“Covenant Suspension Event”
	 	 	4.12	 
	“Custodian”
	 	 	6.01	 
	“Event of Default”
	 	 	6.01	 
	“Excess Proceeds”
	 	 	4.06	(d)
	“Guarantor Obligations”
	 	 	11.01	(a)
	“incorporated provision”
	 	 	12.01	 
	“incur”
	 	 	4.03	(a)
	“Issuer”
	 	Preamble
	“Legal Defeasance”
	 	 	8.02	(a)
	“Notes”
	 	Preamble
	“Offer Period”
	 	 	4.06	(f)
	“Original Notes”
	 	Preamble
	“Paying Agent”
	 	 	2.04	(a)
	“Permitted Debt”
	 	 	4.03	(b)
	“Process Agent”
	 	 	12.10	(c)
	“protected purchaser”
	 	 	2.08	 
	“Reference Date”
	 	 	4.04	(a)
	“Refinancing Indebtedness”
	 	 	4.03	(b)
	“Registrar”
	 	 	2.04	(a)
	“Released Collateral”
	 	 	10.07	(b)
	“Restricted Payments”
	 	 	4.04	(a)
	“Reversion Date”
	 	 	4.12	 
	“Satellite Event of Loss”
	 	 	4.15	(d)
	“Successor Company”
	 	 	5.01	 
	“Successor Subsidiary Guarantor”
	 	 	5.02	 
	“Suspended Covenants”
	 	 	4.12	 






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



     “Commission” means the Securities and Exchange Commission.



     “indenture securities” means the Notes and the Guarantees.



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



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



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




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




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




     (c) “or” is not exclusive;




     (d) “including” means including without limitation;




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




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




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




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




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



ARTICLE 2

THE NOTES




     Section 2.01 Amount of Notes. The aggregate principal amount of Original Notes which may be
authenticated and delivered under this Indenture on the Issue Date is $125,000,000.



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



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




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




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



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



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



     (b) Global Notes. (i) The Global Notes shall bear the Global Note Legend. The Global
Notes initially shall (1) be registered in the name of the Depository or the nominee of such
Depository, in each case for credit to an account of an Agent Member and (2) be delivered to the
Trustee as custodian for such Depository.



     Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall
have no rights under this Indenture with respect to any Global Note held on their behalf by the
Depository, or the Trustee as its custodian, or under the Global Notes. The Depository may be
treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner
of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect
to any written certification, proxy or other authorization furnished by the Depository, or impair
the operation of customary practices governing the exercise of the rights of a Holder of any Note.



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          (ii) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the
Depository, its successors or its respective nominees. Interests of beneficial owners in the
Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the
applicable rules and procedures of the Depository and the provisions of Section 2.07. A Global
Note shall be exchangeable for Definitive Notes only if (x) the Depository notifies the Issuer that
it is unwilling or unable to continue as depository, for such Global Note and the Issuer thereupon
fails to appoint a successor depository, (y) the Depository has ceased to be a clearing agency
registered under the Exchange Act or (z) there shall have occurred and be continuing an Event of
Default with respect to such Global Note. In all cases, Definitive Notes delivered in exchange for
any Global Note or beneficial interests therein shall be registered in the names, and issued in any
approved denominations, requested by or on behalf of the Depository in accordance with its
customary procedures.




          (iii) In connection with the transfer of a Global Note as an entirety to beneficial owners
pursuant to subsection (ii) of this Section 2.02(b), such Global Note shall be deemed to be
surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall
authenticate and make available for delivery, to each beneficial owner identified by the Depository
in writing in exchange for its beneficial interest in such Global Note, an equal aggregate
principal amount of Definitive Notes of authorized denominations.




          (iv) The Holder of any Global Note may grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent Members, to take any
action which a Holder is entitled to take under this Indenture or the Notes.




     Section 2.03 Execution and Authentication. The Trustee shall authenticate and make available
for delivery upon a written order of the Issuer signed by an Officer (a) Original Notes for
original issue on the Issue Date in an aggregate principal amount of $125,000,000 and (b) subject
to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined
at the time of issuance and specified therein. Such order shall specify the amount of the Notes to
be authenticated, the date on which the issue of Notes is to be authenticated and whether the Notes
are to be Original Notes or Additional Notes. Notwithstanding anything to the contrary in this
Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a
principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof.



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



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



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



     The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuer
to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a
Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the



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terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee
may do so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying
Agent or agent for service of notices and demands.




     Section 2.04 Registrar and Paying Agent.



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



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



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



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



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with this Section 2.05, a Paying Agent shall have no further liability for the money delivered
to the Trustee.




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



     Section 2.07 Transfer and Exchange. (a) The Notes shall be issued in registered form and
shall be transferable only upon the surrender of a Note for registration of transfer and in
compliance with this Section 2.07. When a Note is presented to the Registrar with a request to
register a transfer, the Registrar shall register the transfer as requested if the requirements of
this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Notes are
presented to the Registrar with a request to exchange them for an equal principal amount of Notes
of other denominations, the Registrar shall make the exchange as requested if the same requirements
are met. To permit registration of transfers and exchanges, the Issuer shall execute and the
Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a
sum sufficient to pay all taxes, assessments or other governmental charges in connection with any
transfer or exchange pursuant to this Section 2.07. The Issuer shall not be required to make, and
the Registrar need not register, transfers or exchanges of Notes selected for redemption (except,
in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any
Notes for a period of 15 days before a selection of Notes to be redeemed.



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



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



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



     (b) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a
whole except as set forth in Section 2.02(b). Global Notes will not be exchanged by the Issuer for
Definitive Notes except under the circumstances described in Section 2.02(b)(ii). Global Notes
also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and



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2.10. Beneficial interests in a Global Note may be transferred and exchanged as provided in
Section 2.07(c) or 2.07(d).




     (c) Transfer and Exchange of Beneficial Interests in Global Notes. The transfer and
exchange of beneficial interests in the Global Notes shall be effected through the Depository, in
accordance with the provisions of this Indenture and the applicable rules and procedures of the
Depository. Beneficial interests in Global Notes shall be transferred or exchanged only for
beneficial interests in Global Notes. The transferor of such beneficial interest must deliver to
the Registrar (1) a written order from an Agent Member given to the Depository in accordance with
the applicable rules and procedures of the Depository directing the Depository to credit or cause
to be credited a beneficial interest in another Global Note in an amount equal to the beneficial
interest to be transferred or exchanged and (2) instructions given in accordance with the
applicable rules and procedures of the Depository containing information regarding the Agent Member
account to be credited with such increase. Upon satisfaction of all of the requirements for
transfer or exchange of beneficial interests in Global Notes pursuant to this Section 2.07(c), the
Trustee shall adjust the principal amount of the relevant Global Note pursuant to Section 2.11(b).



     (d) Transfer and Exchange of Beneficial Interests in Global Notes for Definitive
Notes. A beneficial interest in a Global Note may not be exchanged for a Definitive Note
except under the circumstances described in Section 2.02(b)(ii). A beneficial interest in a Global
Note may not be transferred to a Person who takes delivery thereof in the form of a Definitive Note
except under the circumstances described in Section 2.02(b)(ii).



     (e) Transfer and Exchange of Definitive Notes for Beneficial Interests in Global
Notes. Definitive Notes may be transferred or exchanged for beneficial interests in Global
Notes in accordance with this Section 2.07(e). A Holder of a Definitive Note may exchange such
Definitive Note for a beneficial interest in a Global Note or transfer such Definitive Note to a
Person who takes delivery thereof in the form of a beneficial interest in a Global Note at any
time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the
applicable Definitive Note and increase or cause to be increased the aggregate principal amount of
one of the Global Notes. If any such transfer or exchange is effected pursuant to this Section
2.07(e) at a time when a Global Note has not yet been issued, the Issuer shall issue and, upon
receipt of an written order of the Issuer in the form of an Officers’ Certificate, the Trustee
shall authenticate one or more Global Notes in an aggregate principal amount equal to the aggregate
principal amount of Definitive Notes transferred or exchanged pursuant to this Section 2.07(e).



     (f) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a
Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section
2.07(f), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder shall present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in
form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized
in writing.



     Section 2.08 Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the
Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the



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




     Every replacement Note is an additional obligation of the Issuer and shall be entitled to all
benefits of this Indenture, equally and proportionately, with all other Notes issued hereunder.



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



     Section 2.09 Outstanding Notes.



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




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




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




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



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



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     (c) If a Paying Agent segregates (if such Paying Agent is the Issuer or a Wholly-Owned
Subsidiary of the Issuer) and holds in trust, in accordance with this Indenture, on a redemption
date or maturity date, money sufficient to pay all principal and interest payable on that date with
respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no
Paying Agent is prohibited from paying such money to the Holders on that date pursuant to the terms
of this Indenture, then on and after that date such Notes (or portions thereof) will cease to be
outstanding and interest on them ceases to accrue.



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



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



          (b) At such time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in
whole and not in part, each such Global Note shall be returned to or retained and canceled by the
Trustee in accordance with Section 2.11 of this Indenture. At any time prior to such cancellation,
if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the
direction of the Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial
interest in another Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction
of the Trustee to reflect such increase.




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



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of the Trustee and shall promptly mail or cause to be mailed to each affected Holder a notice
that states the special record date, the payment date and the amount of defaulted interest to be
paid.




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



     Section 2.14 Calculation of Principal Amount of Notes. The aggregate principal amount of the
Notes, at any date of determination, shall be the principal amount of the Notes at such date of
determination. With respect to any matter requiring consent, waiver, approval or other action of
the Holders of a specified percentage of the principal amount of all the Notes, such percentage
shall be calculated, on the relevant date of determination, by dividing (a) the principal amount,
as of such date of determination, of Notes, the Holders of which have so consented by (b) the
aggregate principal amount, as of such date of determination, of the Notes then outstanding, in
each case, as determined in accordance with the preceding sentence and Section 2.09 of this
Indenture. Any such calculation made pursuant to this Section 2.14 shall be made by the Issuer and
delivered to the Trustee pursuant to an Officer’s Certificate, unless a Default or Event of Default
has occurred, in which case such calculation may be made by the Trustee.



ARTICLE 3

REDEMPTION




     Section 3.01 Redemption at Option of Issuer. (a) At any time on or after October 1, 2013, the
Issuer may on one or more occasions redeem all or a part of the Notes, upon not less than 30 nor
more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest to the redemption date, if redeemed during the
twelve-month period beginning on October 1 of the years indicated below:



	 	 	 	 	 

	2013
	 	 	104.313	%
	2014
	 	 	102.156	%
	2015 and thereafter
	 	 	100.000	%






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



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



     Section 3.02 Optional Redemption Upon Equity Offerings. At any time on or prior to October 1,
2013, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal
amount of the Notes issued under this Indenture at a redemption price of 108.625% of the principal
amount of the Notes, plus accrued and unpaid interest to the redemption date, in each case with the
net cash proceeds of one or more Equity Offerings that have not previously been used or designated
for a different purpose under this Indenture; provided that:




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




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



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



     Section 3.03 Method and Effect of Redemption.



     (a) If the Issuer elects to redeem Notes, it must notify the Trustee of the redemption date,
the principal amount of Notes to be redeemed and the redemption price by delivering an Officers’
Certificate, (i) to the effect that such redemption shall comply with the conditions set forth in
this Article 3, 40 to 60 days before the redemption date (unless a shorter period is required or
otherwise satisfactory to the Trustee) and (ii) setting forth (A) the paragraph or subparagraph of
such Note and/or section of this Indenture pursuant to which such redemption shall occur (B) the
redemption date, (C) the principal amount of the Notes to be redeemed and (D) the redemption price.
The Trustee shall select the Notes to be redeemed in compliance with the requirements of the
principal national securities exchange, if any, on which the Notes are listed, provided, that any
such requirements are set forth in an Officers’ Certificate delivered by the Issuer to the Trustee
prior to any such selection or if such Notes are not so listed, on a pro rata basis, by lot or by
any other method the Trustee in its sole discretion deems fair and appropriate, in a minimum
principal amount of $2,000 and in integral multiples of $1,000 in excess thereof. The Trustee
shall notify the Issuer promptly of the Notes or portions of Notes to be called for redemption.
Any such notice may be cancelled at any time prior to notice of such redemption being mailed to any
Holder and shall thereby be void and of no effect.



     (b) Notice of redemption must be sent by the Issuer, or at the Issuer’s request by the
Trustee, in the name and at the expense of the Issuer, to Holders whose Notes are to be redeemed at
least 30 but not more than 60 days before the redemption date, except that redemption notices may
be mailed more than 60 days prior to a redemption date if the notice is issued in connection



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with Section 8.01 or Section 8.02 of this Indenture. The notice of redemption will identify
the Notes to be redeemed and will include or state the following:





     (i) the redemption date;




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




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




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




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




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




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




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




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




     (x) any condition to such redemption;




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




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



     (c) Once notice of redemption pursuant to this Section 3.03 is mailed to the Holders, Notes
called for redemption become due and payable on the redemption date and at the redemption price
stated in the notice. Upon surrender to any Paying Agent, the Issuer shall redeem such Notes at
the redemption price. Subject to Section 3.04, commencing on the redemption date, Notes called for
redemption will cease to accrue interest; provided, however,



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that if the redemption date is after a regular record date and on or prior to the interest
payment date, the accrued interest shall be payable to the Holder of the redeemed Notes registered
on the relevant record date. Failure to give notice or any defect in the notice to any Holder
shall not affect the validity of the notice to any other Holder. Upon surrender of any Note
redeemed in part, the Holder will receive a new note equal in principal amount to the unredeemed
portion of the surrendered Note.




     Upon surrender of a Note that is redeemed in part, the Issuer shall issue and, upon receipt of
a written order of the Issuer signed by an Officer, the Trustee shall authenticate for the Holder
at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the
Note surrendered representing the same indebtedness to the extent not redeemed; provided that each
new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess
thereof.



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



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



ARTICLE 4

COVENANTS




     Section 4.01 Payment of Notes.



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



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



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Wholly-Owned Subsidiary of the Issuer acts as Paying Agent, an installment of principal or
interest will be considered paid on the due date only if paid to the Holders.




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



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



     (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal
year commencing with the fiscal quarter ending September 30, 2010, all quarterly information that
would be required to be contained in a filing with the Commission on Form 10-Q if the Issuer were
required to file such a form, including “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”;


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




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



     Delivery of such reports, information and documents to the Trustee is for informational
purposes only and its receipt of such reports shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the
Issuer’s or any other Person’s compliance with any of its covenants under this Indenture or the
Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates or
Officers’ Certificates, as the case may be).



     The Trustee shall have no obligation to monitor or confirm, on a continuing basis or
otherwise, the Issuer’s or any other Person’s compliance with this Section 4.02 described above or
with respect to any reports or other documents delivered to it or filed under this Indenture;



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provided, however, to the extent the Trustee receives written notice from the Issuer of any events
which would constitute certain Defaults, their status and what action the Issuer is taking or
proposing to take in respect thereof, the Trustee shall be obligated to perform its obligations
with respect thereto in accordance with the terms and conditions of this Indenture.




     Section 4.03 Incurrence of Indebtedness and Issuance of Preferred Stock.



     (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness
(including Acquired Debt), and the Issuer will not permit any of its Restricted Subsidiaries to
issue any shares of Preferred Stock; provided, however, that the Issuer or any Subsidiary Guarantor
may incur Indebtedness (including Acquired Debt) (which may be guaranteed by any Subsidiary
Guarantor) if the Debt to Adjusted Cash EBITDA Ratio for the Issuer’s most recently ended four full
fiscal quarters for which internal financial statements are available immediately preceding the
date on which such additional Indebtedness is incurred would be less than or equal to 5.50 to 1.00,
determined on a pro forma basis (including a pro forma application of the net proceeds therefrom),
as if the additional Indebtedness had been incurred and the application of proceeds therefrom had
occurred at the beginning of such four-quarter period.



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




     (i) the incurrence by the Issuer and any Restricted Subsidiaries of revolving credit or
term loan Indebtedness and letters of credit under Credit Facilities in an aggregate
principal amount at any one time outstanding under this clause (1) (with letters of credit
being deemed to have a principal amount equal to the maximum potential liability of the
Issuer and its Restricted Subsidiaries thereunder) not to exceed (A) the greater of (x)
$50.0 million and (y) 35% of Adjusted Cash EBITDA for the Issuer’s most recently ended four
fiscal quarters for which internal financial statements are available immediately preceding
the date on which such Indebtedness is incurred less (B) the stated amount of all letters of
credit, bankers’ acceptances, similar instruments or performance bonds outstanding pursuant
to clause (xix) below;




     (ii) Indebtedness represented by the Notes (other than Additional Notes) and any
Guarantees thereof issued on the Issue Date;




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




     (iv) Indebtedness (including Capitalized Lease Obligations, mortgage financings or
purchase money obligations) incurred or issued by the Issuer or any Restricted Subsidiary to
finance all or any part of the purchase, lease or improvement of property (real or
personal), plant or equipment that is used or useful in a Permitted Business up to an
aggregate principal amount that, when aggregated with the principal amount of all other
Indebtedness then outstanding and incurred pursuant to this clause



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(iv), does not exceed
$50.0 million outstanding at any one time, so long as such
Indebtedness exists at the date of such purchase, lease or improvement, or is created
within 180 days thereafter;




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




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




     (vii) Indebtedness of the Issuer owed to and held by any Restricted Subsidiary or
Indebtedness of a Restricted Subsidiary owed to and held by the Issuer or any Restricted
Subsidiary; provided that (A) any subsequent issuance or transfer of any Capital Stock or
any other event that results in any such Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any subsequent transfer of any such Indebtedness (except to the Issuer or a
Restricted Subsidiary) shall be deemed, in each case, to constitute the incurrence of such
Indebtedness by the issuer thereof and (B) if the Issuer or any Subsidiary Guarantor is the
obligor on such Indebtedness owing to a Restricted Subsidiary that is not a Subsidiary
Guarantor, such Indebtedness is expressly subordinated to the prior payment in full in cash
of all obligations of the Issuer with respect to the Notes or of such Subsidiary Guarantor
with respect to its Guarantee;




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



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to the Issuer or a Restricted Subsidiary) shall be deemed in each case to
be an issuance of such shares of Preferred Stock by such Restricted Subsidiary;




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




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




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




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




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



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




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




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




     (xvii) Indebtedness incurred or issued by the Issuer or any Guarantor in an amount
outstanding at any one time not to exceed $100.0 million;




     (xviii) Indebtedness of the Issuer or any Restricted Subsidiary equal to 100% of the
net cash proceeds from the sale of its Equity Interests (other than Disqualified Stock) or
from any equity contribution received by the Issuer from a holder of the Issuer’s Equity
Interests subsequent to the Issue Date to the extent such net cash proceeds have not been
applied pursuant to clause (3)(w) or (3)(x) of Section 4.04(a) or Section 4.04(b)(iv)(A) to
make Restricted Payments or to make other Investments, payments or exchanges pursuant to
Section 4.04(b) or to make Permitted Investments (other than Permitted Investments specified
in clauses (1) and (3) of the definition thereof);




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




     (xx) Indebtedness of Restricted Subsidiaries that are not Guarantors in an aggregate
principal amount not to exceed $10.0 million at any one time outstanding;




     (xxi) Indebtedness of a Restricted Subsidiary incurred and outstanding on or prior to
the date on which such Subsidiary was acquired by the Issuer (other than



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Indebtedness
incurred in connection with, or to provide all or any portion of the funds or credit support
utilized to consummate, the transaction or series of related transactions pursuant to which
such Subsidiary became a Subsidiary or was acquired by the Issuer); provided that on the
date of such acquisition and after giving pro forma effect thereto, the Secured Debt to
Adjusted Cash EBITDA Ratio would decline; and




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



     (c) Except as permitted by clauses (viii), (xvii) (with respect to $50.0 million of
Indebtedness only) and (xx) above, under no circumstances will any Restricted Subsidiary issue any
Preferred Stock. For purposes of determining compliance with this Section 4.03, in the event that
an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted
Debt described in clauses (i) through (xxii) above, or is entitled to be incurred pursuant to
Section 4.03(a), the Issuer will be permitted to classify all or a portion of such item of
Indebtedness on the date of its incurrence or later reclassify all or a portion of such item of
Indebtedness in any manner that complies with this Section 4.03, and all or a portion of such item
of Indebtedness will be treated as having been incurred pursuant to only the category for which it
is classified or reclassified (as applicable). The accrual of interest, the accretion or
amortization of original issue discount, the payment of interest on any Indebtedness in the form of
additional Indebtedness with the same terms, the reclassification of Preferred Stock as
Indebtedness due to a change in accounting principles, and the payment of dividends on Preferred
Stock or Disqualified Stock in the form of additional shares of the same class of Preferred Stock
or Disqualified Stock of the same class will not be deemed to be an incurrence of Indebtedness or
an issuance of Preferred Stock or Disqualified Stock for purposes of this Section 4.03.



     Section 4.04 Restricted Payments.



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




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



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




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




     (iv) make any Restricted Investment


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





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




     (2) at the time of such Restricted Payment and after giving pro forma effect thereto as
if such Restricted Payment had been made at the beginning of the applicable four-quarter
period, the Secured Debt to Adjusted Cash EBITDA Ratio of the Issuer would be no greater
than 4.25 to 1.00; and




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




     (v) 100% of the Adjusted Cash EBITDA of the Issuer (or, if Adjusted Cash EBITDA
is a loss, minus 100% of the amount of the loss) accrued during the period (treated
as one accounting period) from October 1, 2010 to the end of the most recent fiscal
quarter ending prior to the date the Restricted Payment is to be made (the
“Reference Date”) for which internal financial statements are available (treated as
one accounting period) less the product of 1.4 times Consolidated Interest Expense
of the Issuer for the same period; plus




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



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convertible or exchangeable debt securities of the Issuer that have been
converted into or exchanged for such Equity Interests; plus




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




     (y) without duplication, the sum of:




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




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




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




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




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




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




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




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




     (iii) the redemption, repurchase or other acquisition or retirement of Indebtedness
subordinated to the Notes or a Guarantee,or Senior Unsecured Pari Passu Indebtedness made by
exchange for, or out of the proceeds of the substantially concurrent



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sale of, new Indebtedness of the borrower thereof which is incurred in compliance with
Section 4.03 so long as:




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




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




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




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




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




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



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month period, any amount of unutilized capacity under this clause (iv) attributable to
any prior twelve-month period; provided further, that such amount in any twelve-month period
may be increased by an amount not to exceed:




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




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




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




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




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




     (vii) payments of cash, dividends, distributions, advances or other Restricted Payments
by the Issuer or any of its Restricted Subsidiaries to allow the payment of cash in lieu of
the issuance of fractional shares upon (i) the exercise of options, warrants or other equity
based awards or (ii) the conversion or exchange of Capital Stock (other than Disqualified
Stock) of any such Person;




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




     (ix) the making of cash payments in connection with any conversion of Convertible
Indebtedness in an aggregate amount since the Issue Date not to exceed the sum of (a) the
principal amount of such Convertible Indebtedness plus (b) any payments received by the
Issuer or any of its Restricted Subsidiaries pursuant to the exercise, settlement or
termination of any related Permitted Bond Hedge Transaction;




     (x) any payments in connection with a Permitted Bond Hedge Transaction and the
settlement of any related Permitted Warrant Transaction (a) by delivery of shares of the
Issuer’s common stock upon net share settlement thereof or (b) by (i) set-off against



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the related Permitted Bond Hedge Transaction and (ii) payment of an early termination
amount thereof in common stock upon any early termination thereof; and




     (xi) other Restricted Payments in an aggregate amount not to exceed $50.0 million;


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




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



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



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




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




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




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


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







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




     (2) this Indenture, the Notes, the Guarantees, the Security Documents and the
Intercreditor Agreement;




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




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




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




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




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




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




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




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




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




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




     (13) provisions limiting the disposition or distribution of assets or property in asset
sale agreements, sale-leaseback agreements, stock sale agreements and other similar
agreements (including agreements entered into in connection with a Restricted



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Investment) entered into with the approval of the Issuer’s Board of Directors, which
limitation is applicable only to the assets that are the subject of such agreements;




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




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




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




Section 4.06 Asset Sales and Events of Loss.



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




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




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


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





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



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




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




     (iv) Designated Non-cash Consideration received by the Issuer or any of its Restricted
Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good
faith by the Issuer), taken together with all other Designated Non-cash Consideration
received pursuant to this clause (iv) that is at that time outstanding not to exceed an
amount equal to 2.5% of Tangible Assets at the time of the receipt of such Designated
Non-cash Consideration (with the fair market value of each item of Designated Non-cash
Consideration being measured at the time received without giving effect to subsequent change
in value).



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




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




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




     (3) permanently prepay or permanently repay any First-Lien Obligations or Permitted
Second Lien Obligations.


Any binding commitment to apply Net Proceeds or Event of Loss Proceeds to invest in accordance with
clauses (1) or (2) of this Section 4.06(b) shall be treated as a permitted final application of
such Net Proceeds or Event of Loss Proceeds from the date of such commitment so long as the Issuer
enters into such commitment with the good faith expectation that such Net






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Proceeds will be applied to satisfy such commitment within 90 days of such commitment; provided
that if such commitment is later canceled, terminated or otherwise not consummated during such
period for any reason, then such Net Proceeds or Event of Loss Proceeds shall constitute “Excess
Proceeds” (as defined in clause (d) below).




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



     (d) When the aggregate amount of Net Proceeds (including those received as a result of a sale
of a Satellite) and Event of Loss Proceeds (including those received as a result of a Satellite
Event of Loss) not applied or invested after 365 days in accordance with Section 4.06(b) or Section
4.06(c) (taken together, “Excess Proceeds”) exceeds $15.0 million, the Issuer will be required to
make an offer to all Holders of Notes and to the extent required by the terms of other Permitted
Second Lien Obligations outstanding with similar provisions requiring the Issuer to make an offer
to purchase such other Permitted Second Lien Obligations with the proceeds from any Asset Sale or
Satellite Event of Loss (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes
and any such other Permitted Second Lien Obligations to which the Asset Sale Offer applies that may
be purchased out of the Excess Proceeds; provided that to the extent that Excess Proceeds relate to
Asset Sales of Collateral or Satellite Events of Loss with respect to Collateral securing
First-Priority Lien Obligations, the Issuer may, prior to making an Asset Sale Offer, permanently
prepay or permanently repay the maximum principal amount of Indebtedness that is First-Priority
Lien Obligations secured by such Collateral that may be prepaid or repurchased out of such Excess
Proceeds, with any Excess Proceeds not used to prepay or repurchase such Indebtedness offered to
any holders of the Notes in accordance with this paragraph (after giving effect to the prepayment
or repurchase of First Priority Lien Obligations). Except as described in the following
paragraphs, the Issuer will be required to mail within 60 days of the date on which Excess Proceeds
exceed $15.0 million and, following consummation of an Asset Sale Offer relating to a Satellite
Event of Loss, within 60 days of receipt of any additional Event of Loss Proceeds relating to such
Satellite Event of Loss, a notice to each Holder describing the transaction or transactions
resulting in such Excess Proceeds or additional Event of Loss Proceeds and offering to repurchase
the Notes and any such other Permitted Second Lien Obligations to which the Asset Sale Offer
applies on the date specified in such notice, which date will be no earlier than 30 days and no
later than 60 days from the date such notice is mailed, pursuant to the procedures required by this
Indenture and described in such notice.



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     The offer price in any Asset Sale Offer will be equal to 100% of principal amount of the Notes
and any such other Permitted Second Lien Obligations to which the Asset Sale Offer applies plus
accrued and unpaid interest to the date of purchase in accordance with the applicable Permitted
Second Lien Documents, and will be payable in cash.



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



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



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



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



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




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



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



     (i) The Issuer shall issue and, upon receipt of written order of the Issuer signed by an
Officer, the Trustee shall authenticate a new Note in principal amount equal to the unpurchased
portion of any Note purchased in part upon cancellation of the original Note. On and after the
purchase date, unless the Issuer defaults in payment of the purchase price, interest shall cease to
accrue on Notes or portions thereof purchased.



     Section 4.07 Transactions with Affiliates.



     (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any
payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with or for the benefit of, any Affiliate
(each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $1.0
million, unless:




     (i) the Affiliate Transaction is on terms that are not materially less favorable, taken
as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would



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have been obtained in a comparable transaction by the Issuer or such Restricted
Subsidiary with an unrelated Person on an arm’s-length basis;




     (ii) the Issuer delivers to the Trustee, with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate payments or consideration in
excess of $10.0 million but less than $50.0 million, a resolution of the Board of Directors
set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies
with this covenant and that such Affiliate Transaction has been approved by a majority of
the disinterested members, if any, of the Board of Directors; and




     (iii) the Issuer receives, with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate payments or consideration equal to or in
excess of $50.0 million, a favorable opinion as to the fairness of such transaction or
series of related transactions to the Issuer or the relevant Restricted Subsidiary, as the
case may be, from a financial point of view from an Independent Financial Advisor and
delivers the same to the Trustee.




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




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




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




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




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




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




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




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



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




Section 4.08 Change of Control.



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



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




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




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




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




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




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



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



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




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




     (ii) no later than 9:00 AM New York City time, deposit with the Paying Agent (or, if
the Issuer or a Wholly Owned Subsidiary is acting as a Paying Agent, such Paying Agent shall
separately hold in trust) an amount equal to the Change of Control Payment in respect of all
Notes or portions of Notes properly tendered; and




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



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



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



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



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



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     (i) The Issuer shall comply with the requirements of Section 14e-1 of the Exchange Act and any
other securities laws or regulations in connection with the repurchase of Notes pursuant to this
Section to the extent those laws and regulations are applicable in connection with the repurchase
of the Notes as a result of a Change of Control. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section, the Issuer shall comply
with the applicable securities laws and regulations and shall not be deemed to have breached its
obligations under this Section by virtue thereof.


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




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



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



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




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



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



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



     Section 4.13 Maintenance of Office or Agency.



     (a) The Issuer shall maintain an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee or Registrar) where Notes may be surrendered for registration of transfer.
The Issuer shall give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Issuer shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Trustee as set forth in Section 12.02.



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



     (c) The Issuer hereby designates the Corporate Trust Office of the Trustee as such office or
agency of the Issuer in accordance with Section 2.04.



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



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     Section 4.15 Maintenance of Insurance.



     (a) The Issuer and each Restricted Subsidiary will:




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




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




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



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


provided, that notwithstanding the foregoing, neither the Issuer nor any Restricted Subsidiary
shall be required to maintain In-Orbit Insurance for any Satellite other than those two Satellites
that, at any given time, have been most recently launched and are then in orbit (but excluding, in
any case, IKONOS or OrbView-2).




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




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




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


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




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



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this Section 4.15, provided that the Trustee shall have no duties or obligations
whatsoever with respect to any such insurance or any such notice.




     (d) In the event that the Issuer or its Restricted Subsidiaries receive proceeds from any
insurance covering any Satellite owned by the Issuer or any of its Restricted Subsidiaries, or in
the event that the Issuer or any of its Restricted Subsidiaries receives proceeds from any
insurance maintained for it by any Satellite Manufacturer or any launch provider covering any of
such Satellites (the event resulting in the payment of such proceeds, a “Satellite Event of Loss”),
all Event of Loss Proceeds in respect of such Satellite Event of Loss shall be applied in the
manner provided for in Section 4.06.



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




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




     (2) execute and deliver to the Trustee a joinder to the Intercreditor Agreement, the
Collateral Trust Agreement and Security Documents in substantially the forms attached
thereto to evidence the second-priority Lien on and security interest in (subject to
Permitted Liens) substantially all of the assets of such Domestic Restricted Subsidiary and
take such other actions as shall be necessary or advisable to perfect such Lien and security
interest; and such Domestic Restricted Subsidiary shall also comply with Section 10.09(c);




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


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




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



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render the Subsidiary Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance
provisions of the United States Bankruptcy Code or any comparable provision of state law.




     (c) Any Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it
shall be automatically and unconditionally released and discharged, without any further action
required on the part of the Trustee or any Holder, and that all security interests in and Liens on
the assets of such Subsidiary Guarantor and on the Capital Stock of such Subsidiary Guarantor shall
be released automatically and with no further action on the part of any Person upon:




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




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




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



ARTICLE 5

MERGER, CONSOLIDATION OR SALE OF ASSETS




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




     (i) either:




     (A) the Issuer is the surviving corporation; or




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




     (ii) the Successor Company (if other than the Issuer) expressly assumes all the
obligations of the Issuer under the Notes, this Indenture, the Security Documents and the



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Intercreditor Agreement and pursuant to supplemental indentures and joinders to Security
Documents and the Intercreditor Agreement in the forms attached thereto and shall cause such
amendments, supplements or other instruments to be executed, filed and recorded in such
jurisdictions as may be required by applicable law to preserve and protect the Lien on the
Collateral owned by or transferred to the Successor Company, together with such financing
statements as may be required to perfect any security interests in such Collateral which may
be perfected by the filing of a financing statement under the Uniform Commercial Code of the
relevant states;




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




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




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




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



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



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



     (a) Subject to the provisions in this Indenture governing the release of a Guarantee upon the
sale or other disposition of a Subsidiary Guarantor, no Subsidiary Guarantor shall,
directly or indirectly, (1) consolidate or merge with or into or wind up into (whether or not
such Subsidiary Guarantor is the surviving entity), or (2) sell, assign, transfer, lease, convey or



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otherwise dispose of all or substantially all of its properties or assets in one or more related
transactions to, any Person, unless:





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




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




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




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



     The Successor Subsidiary Guarantor will succeed to, and be substituted for, such Subsidiary
Guarantor under this Indenture, such Subsidiary Guarantor’s Guarantee, the Security Documents and
the Intercreditor Agreement, but in the case of a lease of all or substantially all of the
Subsidiary Guarantor’s assets, the Subsidiary Guarantor will not be released from the obligations
under its Guarantee to pay principal, premium (if any) and interest on the Notes. Notwithstanding
the foregoing, (a) a Subsidiary Guarantor may merge with an Affiliate incorporated solely for the
purpose of reincorporating such Subsidiary Guarantor in another state of the United States, the
District of Columbia or any territory thereof, so long as the amount of Indebtedness of such
Subsidiary Guarantor is not increased thereby, and (b) any Subsidiary Guarantor may merge into or
transfer or lease all or part of its properties and assets to the Issuer or another Subsidiary
Guarantor.



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ARTICLE 6

DEFAULTS AND REMEDIES




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




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




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




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




     (d) the Issuer defaults under any mortgage, indenture or instrument under which there
is issued or by which there is secured or evidenced any Indebtedness for money borrowed by
the Issuer or any Restricted Subsidiary or the payment of which is guaranteed by the Issuer
or any Restricted Subsidiary (other than Indebtedness owed to the Issuer or a Restricted
Subsidiary), whether such Indebtedness or guarantee now exists or is created after the Issue
Date, if (A) such default either (1) results from the failure to pay any such Indebtedness
at its stated final maturity (after giving effect to any applicable grace periods) or (2)
relates to an obligation other than the obligation to pay principal of any such Indebtedness
at its stated final maturity and results in the holder or holders of such Indebtedness
causing such Indebtedness to become due prior to its stated final maturity and (B) the
principal amount of such Indebtedness, together with the principal amount of any other such
Indebtedness in default for failure to pay principal at stated final maturity (after giving
effect to any applicable grace periods), or the maturity of which has been so accelerated,
aggregates $50.0 million or more at any time,




     (e) the Issuer or any Subsidiary fails to pay final judgments (other than any judgments
covered by insurance policies issued by reputable and creditworthy insurance companies that
have agreed to pay under such insurance policies) aggregating in excess of $50.0 million,
which final judgments remain unpaid, undischarged and unstayed for a period of more than 60
days after such judgment becomes final, and in the event such judgment is covered by
insurance, an enforcement proceeding has been commenced by any creditor upon such judgment
or decree which is not promptly stayed,




     (f) the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary
or any group of its Restricted Subsidiaries that, taken together, would



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constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy
Law:




     (i) commences a voluntary case;




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




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




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




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




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




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




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




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



     (h) any Security Document ceases to be in full force and effect, or ceases to be effective to
grant a perfected Lien on all or any portion of the Collateral having a Fair Market Value of $30.0
million or more with the priority purported to be created thereby (except as contemplated by the
terms thereof or the provisions of the Intercreditor Agreement) or any security interest created
thereunder shall be declared invalid or unenforceable or the Issuer or any Subsidiary shall so
assert; or



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



     The foregoing shall constitute Events of Default whatever the reason for any such Event of
Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body.



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



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




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




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




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




     (iv) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for
its expenses, disbursements and advances as set forth in Section 7.07; and




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


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




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



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



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



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



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



     Section 6.06 Limitation on Suits.



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




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



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




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




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




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



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



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



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



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



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     No provision of this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize
the Trustee to vote in respect of the claim of any Holder in any such proceeding.



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




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




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




     THIRD: to the Issuer or, to the extent the Trustee collects any amount for any
Subsidiary Guarantor, to such Subsidiary Guarantor or as directed by a court of competent
jurisdiction.



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



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



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



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ARTICLE 7

TRUSTEE




     Section 7.01 Duties of Trustee.



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



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




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




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



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




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




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




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




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



     (d) Whether or not therein expressly so provided, every provision of this Indenture, the
Collateral Trust Agreement and the Intercreditor Agreement that in any way relates to the Trustee
is subject to paragraphs (a), (b) and (c) of this Section 7.01.



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



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



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



     (h) The Trustee shall be under no obligation to exercise any of its rights or powers under
this Indenture, the Intercreditor Agreement or the Collateral Trust Agreement or to institute,
conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto at the
request or direction of any of the Holders of the Notes unless the Holders have offered to the
Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense.



     Section 7.02 Rights of Trustee.



     (a) The Trustee may conclusively rely and shall be protected in acting or refraining from
acting upon any resolution, Officers’ Certificate, other certificate, Opinion of Counsel,
statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other
paper or document believed by it to be genuine and to have been signed or presented by the proper
person. The Trustee need not investigate any fact or matter stated in the document.



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



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



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



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



     (f) The Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, debenture, note or other paper or document unless requested in writing to do
so by the Holders of not less than a majority in principal amount of the Notes at the time
outstanding, but the Trustee, in its discretion, may make such further inquiry or



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investigation into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Issuer, personally or by agent or attorney, at the expense of the
Issuer and shall incur no liability of any kind by reason of such inquiry or investigation.




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



     (h) The rights, privileges, protections, immunities and benefits given to the Trustee,
including its right to compensation and reimbursement of expenses and to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, the
Collateral Trustee and each agent, custodian and other Person employed to act hereunder or under
any of the Security Documents and the Intercreditor Agreement and shall extend to such entities and
persons under the Security Documents and the Intercreditor Agreement; provided, however, all
references to “negligent” or “negligence” shall be references to “grossly negligent” and “gross
negligence” only with respect to the actions of the Collateral Trustee.



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



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



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



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



     (m) The Trustee shall not be responsible or liable for any failure or delay in the performance
of its obligations under this Indenture arising out of or caused, directly or indirectly,



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by circumstances beyond its reasonable control, including, without limitation, acts of God;
earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics;
riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or
communication services; accidents; labor disputes; acts of civil or military authority and
governmental action; and




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



     (o) The right of the Trustee to perform any discretionary or permissible act enumerated in
this Indenture, any Security Document and the Intercreditor Agreement shall not be construed as a
duty and the Trustee shall not be answerable for other than its negligence or willful misconduct in
the performance of such act.



     (p) The Trustee shall not be required to give any bond or surety in respect of the performance
of its powers and duties hereunder.



     (q) Neither the Trustee nor any of its Affiliates, directors, officers managers, employees,
advisors, counsel, agents or attorneys-in-fact shall be responsible for or have any duty to
ascertain, inquire into or verify (i) any statement, warranty or representation made in connection
with this Indenture, the Intercreditor Agreement or any Security Document (each, a “Financing
Document” and, collectively, the “Financing Documents”), or any certificate, financial statement or
other document furnished at any time under or in connection with this Indenture or any other
Financing Document, (ii) the performance or observance of any of the terms, covenants or agreements
of the Issuer and the Guarantors or any Person in this Indenture or any other Financing Document,
(iii) the validity, effectiveness, genuineness, value, enforceability or sufficiency of the
Collateral or any other Financing Document, or any other instrument or writing furnished in
connection herewith or therewith, in respect of the Issuer or the Subsidiary Guarantors other than
as set forth herein or therein, or (iv) the attachment, perfection or priority of any security
interest created or purported to be created under or in connection with any Security Document.
Without limiting the generality of the foregoing, in the absence of its own negligence or willful
misconduct, neither the Trustee nor any of its Affiliates, directors, officers, managers,
employees, advisors, counsel, agents or attorneys-in-fact shall be responsible to any Person for
any mistake, omission or error of judgment with respect to the value or valuation, genuineness,
enforceability, existence, perfection or priority of any of the Collateral, the determination of
the fair market value of any Collateral, or any other matters determined hereunder or under the
Security Documents.



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



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     Section 7.04 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture, the Security Documents, the
Intercreditor Agreement, any Guarantee or the Notes, or any money paid to the Issuer or upon the
Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use
or application of any money received by any Paying Agent other than the Trustee, it shall not be
accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible
for any statement or recital of the Issuer or any Subsidiary Guarantor in this Indenture or the
Notes or in any document issued in connection with the sale of the Notes or in the Notes other than
the Trustee’s certificate of authentication. The recitals and statements contained herein and in
the Notes, except those contained in any Trustee’s certificate of authentication, shall be taken as
the recitals and statements of the Issuer, and the Trustee or any authenticating agent assumes no
responsibility for their correctness



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



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



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



     Section 7.07 Compensation and Indemnity. The Issuer shall pay to the Trustee from time to time
reasonable compensation for its acceptance of this Indenture and services hereunder and under the
Intercreditor Agreement as the parties shall agree in writing from time to time. The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an express trust. The
Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses,
disbursements and advances incurred or made by it, including costs of collection, in addition to
the compensation for its services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts.
The Issuer and each Subsidiary Guarantor, jointly and severally shall indemnify the Trustee and its
officers, directors, employees and agents against any and all loss, liability, claim, damage or
expense (including reasonable attorneys fees and expenses) arising out of, incurred by or in
connection with the acceptance or administration of this trust and the performance of its duties
hereunder, including the costs and expenses of enforcing this Indenture or a Guarantee against the
Issuer or a Subsidiary Guarantor (including this Section 7.07) and defending itself against or
investigating any claim (whether asserted by the



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Issuer, any Subsidiary Guarantor, any Holder or any other Person) or liability in connection with
the acceptance, exercise or performance of any of its powers or duties hereunder. The Trustee
shall notify the Issuer of any claim for which it may seek indemnity promptly upon obtaining actual
knowledge thereof; provided, however, that any failure so to notify the Issuer shall not relieve
the Issuer or any Subsidiary Guarantor of its indemnity obligations hereunder. The Issuer shall
defend the claim and the indemnified party shall provide reasonable cooperation at the Issuer’s
expense in the defense. Such indemnified parties may have separate counsel and the Issuer and the
Subsidiary Guarantors, as applicable shall pay the fees and expenses of such counsel; provided,
however, that the Issuer shall not be required to pay such fees and expenses if it assumes such
indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no
conflict of interest between the Issuer and the Subsidiary Guarantors, as applicable, and such
parties in connection with such defense or situation adverse to the indemnified party in its sole
discretion. The Issuer need not reimburse any expense or indemnify against any loss, liability or
expense incurred by an indemnified party through such party’s own willful misconduct, or gross
negligence.




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



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



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



     Section 7.08 Replacement of Trustee.



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




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




     (ii) the Trustee is adjudged bankrupt or insolvent;



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




     (iv) the Trustee otherwise becomes incapable of acting.



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



     (c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the
Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee; provided all sums owing to the Trustee have been paid and subject to the Lien
provided for in Section 7.07.



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



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



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



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



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



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



ARTICLE 8

DISCHARGE OF INDENTURE; DEFEASANCE




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




     (a) either:




     (i) all the Notes theretofore authenticated (other than Notes pursuant to Section 2.08
which have been replaced or paid and Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to
the Issuer or discharged from such trust) have been delivered to the Trustee for
cancellation; or




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




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




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




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



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     Section 8.02 Defeasance.



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




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




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




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




     (iv) this Section 8.02.



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



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



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



     (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.04,
2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Notes



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have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.06 and 8.07
shall survive such satisfaction and discharge.




     Section 8.03 Conditions to Defeasance.



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




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




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




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




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




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



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




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



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



     Section 8.04 Application of Trust Money. The Trustee shall hold in trust money or Government
Securities (including proceeds thereof) deposited with it pursuant to this Article 8. It shall
apply the deposited money and the money from Government Securities through each Paying Agent and in
accordance with this Indenture to the payment of principal of and interest on the Notes so
discharged or defeased.



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



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



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



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



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to the rights of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or any Paying Agent.




ARTICLE 9

AMENDMENTS AND WAIVERS




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




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




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




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




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




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




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




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




     (viii) to provide for the issuance of Additional Notes in compliance with this
Indenture, as applicable;




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




     (x) to enter into additional or supplemental Security Documents and to add any
Permitted Second Lien Obligation to the Security Documents and the Intercreditor Agreement
on the terms set forth therein;



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     (xi) to release or add Collateral in accordance with the terms of this Indenture, the
Security Documents, the Intercreditor Agreement or the Collateral Trust Agreement; or




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



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



     Section 9.02 With Consent of the Holders. This Indenture, the Notes and the Guarantees and,
subject to the terms of the Collateral Trust Agreement and the Intercreditor Agreement, as
applicable, the Security Documents and the Intercreditor Agreement may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of the Notes then
outstanding (including, without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Notes), and any existing default or compliance with any
provision of this Indenture, the Notes and the Guarantees and, subject to the terms of the
Collateral Trust Agreement and the Intercreditor Agreement, as applicable, the Security Documents
or the Intercreditor Agreement may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the
consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver of this
Indenture, the Notes, the Guarantees, the Security Documents or the Intercreditor Agreement may not
(with respect to any Notes held by a non-consenting Holder):




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




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




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




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




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




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



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




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




     (ix) except as permitted by this Indenture, the Security Documents, the Intercreditor
Agreement and the Collateral Trust Agreement, release any Guarantee or any Lien on all or
substantially all of the Collateral;




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




     (xi) make any change in the preceding amendment and waiver provisions.



     In addition, without the consent of the holders of at least 66-2/3% of the principal amount of
the Notes then outstanding (including, without limitation, consents obtained in connection with a
purchase of, or tender offer or exchange offer for, Notes), no amendment, supplement or waiver may
(1) modify any Security Document or the provisions in this Indenture dealing with Security
Documents or application of trust moneys in any manner, taken as a whole, materially adverse to the
Holders or otherwise release any Collateral other than in accordance with this Indenture, the
Security Documents, the Intercreditor Agreement and the Collateral Trust Agreement; or (2) modify
the Intercreditor Agreement and the Collateral Trust Agreement in any manner adverse to the holders
in any material respect other than in accordance with the terms of this Indenture, the Security
Documents, the Intercreditor Agreement and the Collateral Trust Agreement.



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



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



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



     Section 9.04 Revocation and Effect of Consents and Waivers.



     (a) A consent to an amendment or a waiver by a Holder of a Note shall bind the Holder and
every subsequent Holder of that Note or portion of the Note that evidences the same debt as the
consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note.
However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s
Note or portion of the Note if the Trustee receives the notice of revocation



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before the date on which the Trustee receives an Officers’ Certificate from the Issuer
certifying that the requisite principal amount of Notes have consented. After an amendment or
waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes effective
upon the (i) receipt by the Issuer or the Trustee of consents by the Holders of the requisite
principal amount of securities, (ii) satisfaction of conditions to effectiveness as set forth in
this Indenture and any indenture supplemental hereto containing such amendment or waiver and (iii)
execution of such amendment or waiver (or supplemental indenture) by the Issuer and the Trustee.




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



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



     Section 9.06 Trustee and Collateral Trustee to Sign Amendments. The Trustee shall sign any
amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may but is not required to sign it. In signing any amendment, supplement or waiver, the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and shall be provided
with, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’
Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is
authorized or permitted by this Indenture and that such amendment, supplement or waiver is the
legal, valid and binding obligation of the Issuer and the Subsidiary Guarantors, enforceable
against them in accordance with its terms, subject to customary exceptions, and complies with the
provisions hereof (including Section 9.03). The provisions of this Section 9.06 shall also apply
mutatis mutandis to the Collateral Trustee.



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



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



ARTICLE 10

COLLATERAL




     Section 10.01 Appointment and Authorization of Trustee as Collateral Trustee.



     (a) By acceptance of the benefits hereof and of the Notes, each Holder hereby (i)
designates and appoints the Trustee as the “Permitted Second Lien Representative” and the
Collateral Trustee as “Collateral Trustee” under the Collateral Trust Agreement, (ii) authorizes
the Trustee in its capacity as such and not in its individual capacity to execute and enter into
and make any representations in the Collateral Trust Agreement, (iii) authorizes the Collateral
Trustee in its capacity as such and not in its individual capacity to (A) execute and enter into
and make any representations in the Collateral Trust Agreement, the Intercreditor Agreement, each
of the Security Documents and all other instruments relating thereto (including any landlord lien
waivers), (B) take such action and exercise such powers as are expressly permitted hereunder and
thereunder and (C) to exercise such powers and perform such duties as are in each case expressly
delegated to the Collateral Trustee by the terms hereof and thereof, together with such other
powers and discretion as are reasonably incidental hereto and thereto. In addition, by acceptance
of the benefits hereof, each Holder hereby authorizes the Collateral Trustee to act at the
direction of the Trustee (acting at the direction of the requisite percentage of the Holders),
subject to the terms of this Indenture, the Security Documents, the Collateral Trust Agreement and
the Intercreditor Agreement.



     (b) Notwithstanding any provision to the contrary elsewhere in this Indenture or the
Security Documents, neither the Trustee nor the Collateral Agent shall have any duties or
responsibilities except those expressly set forth herein or therein or any fiduciary relationship
with any Holder, and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Indenture or any Security Document or any Intercreditor
Agreement or otherwise exist against the Trustee or the Collateral Trustee.



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



     Section 10.02 Security Documents; Collateral.



     (a) Collateral. (i) The due and punctual payment of the principal of, premium, if any, and
interest on the Notes and the Guarantees thereof when and as the same shall be due and payable,
whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or
otherwise, and performance of all other obligations under this Indenture, including, without
limitation, the obligations of the Issuer and the Subsidiary Guarantors set forth in Section 7.07,
Section 8.06 and Section 8.07 herein, and in the Notes and the Guarantees and the Security
Documents, shall be secured by second-priority Liens and security interests, subject to Permitted
Liens, as and to the extent provided in the Security Documents and the Intercreditor Agreement
which the Issuer and the Subsidiary Guarantors, as the case may be, have entered into
simultaneously with the execution of this Indenture and shall be secured by all Security Documents
hereafter delivered as required or permitted by this Indenture, the Security



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Documents and the Intercreditor Agreement; provided that the Collateral shall exclude certain
items of property, as provided in the Security Documents (collectively, the “Excluded
Collateral”).





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




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




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




     (v) The Issuer and the Subsidiary Guarantors, and the Holders, by their acceptance of
such Notes hereby agree that the Collateral Trustee shall have no obligation to (i) execute
any landlord lien waivers and any other collateral documents that may affect the rights or
protections of the Collateral Trustee and (ii) take any action pursuant to any Security
Documents, the Intercreditor Agreement, any landlord lien waivers and any other collateral
documents (as determined by the Collateral Trustee) unless the Collateral Trustee receives
direction to act or omit to act in accordance with the Collateral Trust Agreement.




     (vi) Delivery of notices, instruments, agreements, certificates and documents of any
nature whatsover other than Officers’ Certificates to the Collateral Trustee or the Trustee
under the Security Documents or the Intercreditor Agreement is for informational purposes
only and its receipt thereof shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the Issuer’s
or any other Person’s compliance with any of its covenants hereunder or thereunder. Neither
the Trustee nor the Collateral Trustee shall have any obligation to monitor or confirm, on a
continuing basis or otherwise the Issuer’s or any other Person’s compliance with respect to
any reports, information or other documents delivered to the Collateral Trustee or the
Trustee under such document; provided,



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however, to the extent the Collateral Trustee or the Trustee receives written notice
from the Issuer of any events which would constitute certain Defaults, their status and what
action the Issuer is taking or proposing to take in respect thereof, the Collateral Trustee
shall be obligated to perform its obligations with respect thereto in accordance with the
terms and conditions of this Indenture, the Security Documents and the Intercreditor
Agreement.



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




     (ii) As necessary, the Issuer and the Subsidiary Guarantors shall, at their sole
expense, execute, acknowledge and deliver such documents and instruments and take such other
actions, which may be necessary to assure, perfect, transfer and confirm the security
interest and priority of Liens created or intended to be created by the Security Documents,
including with respect to After-Acquired Property, to the extent permitted by applicable
law.



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



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




     (i) the Issuer shall deliver to the Collateral Trustee, as mortgagee or beneficiary, as
applicable, fully executed counterparts of mortgages or deeds of trust, each dated as of the
Issue Date or, if later, the date such property is pledged to secure the Notes, in
accordance with the requirements of this Indenture and/or the Security Documents, duly
executed by the Issuer or the applicable Subsidiary Guarantor, together with evidence of the
completion (or satisfactory arrangements for the completion) of all recordings and filings
of such mortgage or deeds of trust (and payment of any taxes or



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fees in connection therewith) as may be necessary to create a valid, perfected
second-priority Lien (subject to Permitted Liens) against the properties purported to be
covered thereby;




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




     (iii) the Issuer shall cause each Subsidiary Guarantor to deliver to the Collateral
Trustee, with respect to each of the Premises, such filings, surveys (or any updates or
affidavits that the title company may reasonably require as necessary to issue the title
insurance policies referred to above), local counsel opinions, landlord agreements and
fixture filings, along with such other documents, instruments, certificates and agreements,
as shall be necessary to create, evidence or perfect a valid and second-priority Lien on the
property subject to each such mortgage (subject to Permitted Liens); provided, however, that
the Collateral Trustee will not be required to execute any documents, waivers or instruments
if the indemnification provisions therein are not satisfactory to it (in its sole
discretion).



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



     (f) Rule 3-16 of Regulation S-X. (i) Notwithstanding anything to the contrary set forth in
this Section 10.02 or any Security Document, in the event that Rule 3-16 of Regulation S-X under
the Securities Act requires or would require (or is replaced with another rule or regulation, or
any other law, rule or regulation is adopted, which would require) the filing with the Commission
of separate financial statements of a Subsidiary Guarantor that are not otherwise required to be
filed, then the Capital Stock of such Subsidiary Guarantor need not be pledged pursuant to this
Section 10.02 and the Security Documents and shall automatically be deemed released and to not be
and to not have been part of the Collateral, but only to the extent necessary to not be subject to
such requirement. In such event, the Security Documents may be amended or modified, without the
consent of any Holder, to the extent necessary to evidence the release of Liens securing the Notes
and the Guarantees on the shares of Capital Stock that are so deemed to



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no longer constitute part of the Collateral and the Trustee and Collateral Trustee are hereby
authorized by each Holder to execute, or to authorize the execution of or the filing of, any
agreement, document or instrument in order to evidence such release or to otherwise give effect to
this Section 10.02(f).





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



     Section 10.03 Recording, Registration and Opinions. (i) The Issuer shall furnish to the
Collateral Trustee and the Trustee on the anniversary of the Issue Date in each year, beginning
with 2011, an Opinion of Counsel, dated as of such date, which complies with Trust Indenture Act §
314(b)(2), either (i) (x) stating that, in the opinion of such counsel, such action has been taken
with respect to the recordings, registrations, filings, re-recordings, re-registrations and
refilings of this Indenture, the Security Documents and all supplemental indentures, financing
statements, continuation statements and other instruments of further assurance as are necessary to
maintain the perfected Liens of the Security Documents under applicable law and reciting the
details of such action or referring to prior Opinions of Counsel in which such details are given,
or (y) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel,
all financing statements, continuation statements, and other documents have been executed and filed
that are necessary, as of such date, fully to maintain the perfection of the security interests of
the Collateral Trustee hereunder and under the Security Documents with respect to the Collateral.



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



     Section 10.05 Possession and Use of Collateral. Except with respect to the Event of Loss
Collateral Account, which shall be governed by Section 10.06, and subject to and in accordance with
the provisions of this Indenture, the Security Documents and the Intercreditor Agreement, so long
as the Collateral Trustee has not exercised rights or remedies with respect to the Collateral in
connection with an Event of Default that has occurred and is continuing, except as provided in the
Security Documents, the Issuer and any Subsidiary Guarantors shall be




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entitled to exercise any voting and consensual rights and retain any dividends and
distributions pertaining to all Capital Stock pledged pursuant to the Security Documents and to
remain in possession and retain exclusive control over this Indenture, the Security Documents and
the Collateral, to freely, operate, manage, develop, lease, use, consume and enjoy the Collateral,
to alter or repair any Collateral so long as such alterations and repairs do not impair the Lien of
the Security Documents thereon, and otherwise comply with this Indenture and the Security
Documents, and to collect, receive, use, invest and dispose of the profits, revenues, proceeds and
other income thereof.




     Section 10.06 Event of Loss Collateral Account. The Issuer hereby establishes the Event of
Loss Collateral Account with the Collateral Trustee, such account to constitute a non-interest
bearing trust account. The Collateral Trustee shall have sole dominion and control over the Event
of Loss Collateral Account, and neither the Issuer nor any Subsidiary Guarantor shall have any
right to withdraw funds from such Event of Loss Collateral Account, except in accordance with the
provisions of this Section 10.06. The Event of Loss Collateral Account shall be a securities
account, as defined in the Uniform Commercial Code. The Collateral Trustee shall have no duty to
inquire as to whether any funds deposited into the Event of Loss Collateral Account are entitled to
be so deposited and may conclusively assume that any such deposit is proper. The Issuer shall have
the right to direct investments of the assets held in the Event of Loss Collateral Account or the
liquidation of such investments prior to the occurrence of an Event of Default; provided, however,
that any such investment shall only be permitted to the extent it is cash or Cash Equivalents. Any
investment direction or direction as to the liquidation of investments shall be in writing and
signed by an Officer of the Issuer, shall specify the particular investment to be made or
liquidated and shall state that any investment to be made in accordance with such direction is
permitted hereby. The Collateral Trustee shall have no liability for any losses incurred in
connection with the making or liquidation of any investment in accordance with this Section. Any
investment in a money market fund referred to in clause (8) of the definition of “Cash Equivalents”
in Section 1.01 hereof may include money market funds with respect to which the Collateral Trustee
acts as an investment manager or advisor and with respect to which it may receive fees for the
administration thereof. The Collateral Trustee shall only authorize the release of funds, and the
Issuer shall only be permitted to withdraw funds, held in the Event of Loss Collateral Account in
accordance with, and to the extent permitted under, Section 4.06 hereof. Any such release will
require the Issuer to deliver to the Trustee and the Collateral Trustee an Officers’ Certificate
stating that the conditions for release pursuant to Section 4.06 hereof have been met. Funds may
be released from the Event of Loss Collateral Account no earlier than three Business Days after
receipt by the Collateral Trustee of such Officers’ Certificate (or by such earlier time as shall
be acceptable to the Collateral Trustee), treating an Officers’ Certificate received after 12:00
noon (New York City time) on a Business Day as having been received on the following Business Day.



     Section 10.07 Specified Releases of Collateral.



     (a) Satisfaction and Discharge; Defeasance. Notwithstanding anything to the contrary
contained in any Security Document, but subject to the Intercreditor Agreement and the Collateral
Trust Agreement, the Issuer and any Subsidiary Guarantors shall be entitled to obtain a full
release of all of the Collateral from the Liens of the Security Documents upon payment in



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




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




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




     (ii) a form of release which release shall be in form reasonably satisfactory to the
Trustee and the Collateral Trustee and shall provide that the requested release is without
recourse or warranty to the Trustee and the Collateral Trustee; and



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



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



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



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




     (i) the Collateral 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 any of the terms of the Security Documents and (ii) collect and receive
any and all amounts payable in respect of the Collateral in respect of the obligations of
the Issuer and any Subsidiary Guarantors hereunder and under the Security Documents; and




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



     (b) The Trustee or the Collateral Trustee shall not be responsible for the existence,
genuineness or value of any of the Collateral or for the validity, perfection, priority or
enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by
reason of any action or omission to act on its part hereunder, except to the extent such action or
omission constitutes gross negligence, bad faith or willful misconduct on the part of the Trustee



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or the Collateral Trustee, for the validity or sufficiency of the Collateral or any agreement
or assignment contained therein, for the validity of the title of the Issuer to the Collateral, for
insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the
Collateral or otherwise as to the maintenance of the Collateral. The Trustee or the Collateral
Trustee shall have no responsibility for recording, filing, re-recording or refiling any financing
statement, continuation statement, document, instrument or other notice in any public office at any
time or times or to otherwise take any action to perfect or maintain the perfection of any security
interest granted to it under the Security Documents or otherwise.




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




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




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




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




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



     (d) The Trustee or the Collateral Trustee, in giving any consent or approval under the
Security Documents or the Intercreditor Agreement, shall be entitled to receive, as a condition to
such consent or approval, an Officers’ Certificate to the effect that the action or omission for
which consent or approval is to be given does not impair the security of the Holders in
contravention of the provisions of this Indenture, the Security Documents and the Intercreditor
Agreement, and the Trustee or the Collateral Trustee shall be fully protected in giving such
consent or approval on the basis of such Officers’ Certificate.



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



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



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



     Section 10.13 Intercreditor Agreement and Collateral Agreement Govern. Notwithstanding
anything to the contrary herein or in any Security Document, the Issuer, the Subsidiary Guarantors,
the Trustee, the Collateral Trustee and the Holders, by their acceptance of such Notes, hereby
acknowledge and agree that the rights, remedies and benefits of the Trustee, the Collateral Trustee
and the Holders under this Indenture and each of the Security Documents are subject to and limited
by the terms, provisions and conditions of the Intercreditor Agreement and the Collateral Trust
Agreement and to the extent of any conflict between the Indenture or any of the Security Documents
on the one hand and the Intercreditor Agreement or Collateral Trust Agreement on the other, the
terms, provisions and conditions of the Intercreditor Agreement and Collateral Trust Agreement, as
applicable, shall govern. The provisions of this Section 10.13 are intended for the benefit of,
and shall be enforceable as a third party beneficiary by, each current and future holder of
Permitted Second Lien Obligations, each current and future Permitted Second Lien Representative and
the Collateral Trustee as the holder of Permitted Second Priority Liens.



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     Section 10.14 Equal and Ratable Sharing of Collateral with Permitted Second Lien Debt.
Notwithstanding (i) anything to the contrary contained in the Security Documents, (ii) the time of
incurrence of any Series of Permitted Second Lien Debt; (iii) the order or method of attachment or
perfection of any Liens securing any Series of Permitted Second Lien Debt; (iv) the time or order
of filing or recording of financing statements, mortgages or other documents filed or recorded to
perfect any Lien upon any Collateral; (v) the time of taking possession or control over any
Collateral; (vi) that any Permitted Second Lien may not have been perfected or may be or have
become subordinated, by equitable subordination or otherwise, to any other Lien; or (vii) the rules
for determining priority under any law governing relative priorities of Liens:



     (a) all Permitted Second Priority Liens granted at any time by the Issuer or any Guarantor
shall secure, equally and ratably, all current and future Permitted Second Lien Obligations; and



     (b) all proceeds of all Permitted Second Priority Liens granted at any time by the Issuer or
any Guarantor shall be allocated and distributed equally and ratably on account of the Permitted
Second Lien Debt and other Permitted Second Lien Obligations.


The provisions of this Section 10.14 are intended for the benefit of, and shall be enforceable as a
third party beneficiary by, each current and future holder of Permitted Second Lien Obligations,
each current and future Permitted Second Lien Representative and the Collateral Trustee as the
holder of Permitted Second Priority Liens.




     Section 10.15 Relative Rights. Nothing in the Permitted Second Lien Documents shall:



     (a) impair, as between the Issuer and the Guarantors on the one hand and the holders of Notes
and any other Permitted Second Lien Obligations on the other, the obligation of the Issuer to pay
principal of, premium and interest, if any, on the Notes in accordance with their terms or any
other obligation of the Issuer or any Guarantor;



     (b) affect the relative rights of holders of Notes as against any other creditors of the
Company or any Guarantor (other than holders of First-Lien Obligations, Permitted Liens or
Permitted Second Priority Liens);



     (c) restrict the right of any holders of Notes to sue for payments that are then due and owing
(but not enforce any judgment in respect thereof against any Collateral to the extent specifically
prohibited by the Intercreditor Agreement or Sections 3.3 of the Collateral Trust Agreement);



     (d) restrict or prevent any holders of Notes or other Permitted Second Lien Obligations, the
Collateral Trustee or the First-Lien Collateral Agent from exercising any of its rights or remedies
upon a Default or Event of Default not specifically restricted or prohibited by the Intercreditor
Agreement or Section 3.3 of the Collateral Trust Agreement; or



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     (e) restrict or prevent any holders of Notes or other Permitted Second Lien Obligations, the
Collateral Trustee or the First-Lien Collateral Agent from taking any lawful
action in an insolvency or liquidation proceeding not specifically restricted or prohibited by
the Intercreditor Agreement or Section 3.3 of the Collateral Trust Agreement.



ARTICLE 11

GUARANTEES




     Section 11.01 Guarantees of the Notes.



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



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



     (c) Except as set forth in Section 11.02, the obligations of each Subsidiary Guarantor
hereunder shall not be subject to any reduction, limitation, impairment or termination for any
reason (other than payment of the Guarantor Obligations in full), including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any defense of setoff,
counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or
unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the
foregoing, the Guarantor Obligations of each Subsidiary Guarantor herein shall not be discharged or
impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to
enforce any right or remedy against the Issuer or any other person under this Indenture, the Notes,
the Security Documents or any other agreement or otherwise; (b) any extension or renewal of any
thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of
this Indenture, the Notes, the Security Documents or the Intercreditor Agreement or any other
agreement; (d) the release of any security held by any Holder or the Trustee for the Guarantor
Obligations or any of them; (e) the failure of any Holder



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or the Trustee to exercise any right or
remedy against any other Subsidiary Guarantor, or (f) any change in the ownership of the Issuer;
(g) by any default, failure or delay, willful or otherwise, in
the performance of the Guarantor Obligations, or (h) by any other act or thing or omission or
delay to do any other act or thing which may or might in any manner or to any extent vary the risk
of any Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor
as a matter of law or equity.




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



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



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



     (g) This Article 11 shall be binding upon each Subsidiary Guarantor and its successors and
assigns and shall inure to the benefit of the successors and assigns of the Trustee, the Holders
and the Collateral Trustee and, in the event of any transfer or assignment of rights by any Holder,
the Trustee, or the Collateral Trustee the rights and privileges conferred upon that



-103-









 




party in this
Indenture and in the Notes shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions of this Indenture.




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



     Section 11.03 Execution and Delivery. To evidence its Guarantee set forth in Section 11.01
hereof, each Subsidiary Guarantor hereby agrees that this Indenture (or with respect to Subsidiary
Guarantors that become such after the Issue Date, a supplemental indenture in the form of Exhibit D
to this Indenture) shall be executed on behalf of such Subsidiary Guarantor by an Officer of such
Subsidiary Guarantor. Each Subsidiary Guarantor hereby agrees that its Guarantee set forth in
Section 11.01 hereof shall remain in full force and effect notwithstanding the absence of the
endorsement of any notation of such Guarantee on the Notes. If an Officer whose signature is on
this Indenture no longer holds that office at the time the Trustee authenticates the Note, the
Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this
Indenture on behalf of the Subsidiary Guarantors. If required by Section 4.16 hereof, the Issuer
shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of
Section 4.16 hereof and this Article 11, to the extent applicable.



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



     Section 11.05 No Subrogation. Notwithstanding any payment or payments made by each Subsidiary
Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the
rights of the Trustee or any Holder against the Issuer or any other Subsidiary Guarantor or any
collateral security or guarantee or right of offset held by the Trustee or any Holder for the
payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor seek or be entitled to
seek any contribution or reimbursement from the Issuer or any other Subsidiary Guarantor in respect
of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and
the Holders by the Issuer on account of the Guarantor



-104-









 




Obligations are paid in full. If any amount
shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when
all of the Guarantor Obligations shall not have been
paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee
and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith
upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received
by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if
required), to be applied against the Guarantor Obligations.




ARTICLE 12

MISCELLANEOUS




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



     Section 12.02 Notices.



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



     if to the Issuer or any Subsidiary Guarantor:


c/o GeoEye, Inc.

21700 Atlantic Blvd.

Dulles, VA 20166

Attention: William Lee Warren, Esq., General Counsel




     with a copy to:


Latham & Watkins LLP

555 Eleventh Street

Washington, D.C. 20004

Attention: William O’Neill, Esq.




     if to the Trustee:


Wilmington Trust FSB

50 South Sixth Street, Suite 1290

Minneapolis, MN 55402

Attention: GeoEye, Inc. Administrator




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



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



-105-









 





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



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



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




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




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



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




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




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




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




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



     Section 12.06 When Notes Disregarded. In determining whether the Holders of the required
principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the
Issuer, any Subsidiary Guarantor or by any Person directly or indirectly controlling



-106-









 




or controlled by or under direct or indirect common control with the Issuer or any Subsidiary
Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of
determining whether the Trustee shall be protected in relying on any such direction, waiver or
consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so
disregarded. Subject to the foregoing, only Notes outstanding at the time shall be considered in
any such determination.




     Section 12.07 Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable
rules for action by or a meeting of the Holders. The Registrar and a Paying Agent may make
reasonable rules for their functions.



     Section 12.08 Legal Holidays. If a payment date is not a Business Day, payment shall be made
on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that
would have been otherwise payable on such payment date if it were a Business Day for the
intervening period. If a regular record date is not a Business Day, the record date shall not be
affected.



     Section 12.09 Governing Law; Waiver of Trial by Jury. THIS INDENTURE, THE GUARANTEES AND THE
NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
THE PARTIES HERETO IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR
THE TRANSACTIONS CONTEMPLATED HEREBY.



     Section 12.10 Jurisdiction; Consent to Service of Process.



     (a) The Issuer hereby irrevocably and unconditionally submits, for itself and its property, to
the general jurisdiction of the New York State courts, sitting in the Borough of Manhattan, the
City of New York, or the federal courts of the United States of America for the Southern District
of New York, and any appellate court from any thereof, in any action or proceeding arising out of
or relating to this Indenture or the Notes, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect
of any such action or proceeding may be heard and determined in such New York State or, to the
extent permitted by law, in such federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Indenture shall affect any right that any Holder may otherwise have to bring any action or
proceeding relating to this Indenture or the Notes against the Issuer or their properties in the
courts of any jurisdiction.



     (b) The Issuer hereby irrevocably and unconditionally waives, and agrees not to plea or claim,
to the fullest extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Indenture or the Notes in any New York State or federal court. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.



-107-









 





     (c) The Issuer hereby irrevocably and unconditionally appoints CT Corporation System with an
office on the date hereof at 111 Eighth Avenue, New York, New York 10011 and its successors
hereunder (the “Process Agent”), as its agent to receive on behalf of each of the Issuer and its
property of all writs, claims, process, and summonses in any action or proceeding brought against
it in the State of New York. Such service may be made by mailing or delivering a copy of such
process to the Issuer, in care of the Process Agent at the address specified above for the Process
Agent, and the Issuer hereby irrevocably authorizes and directs the Process Agent to accept such
service on its behalf. Failure by the Process Agent to give notice to the Issuer, as applicable,
or failure of the Issuer to receive notice of such service of process shall not impair or affect
the validity of such service on the Process Agent or the Issuer, or of any judgment based thereon.
The Issuer covenants and agrees that it shall take any and all reasonable action, including the
execution and filing of any and all documents, that may be necessary to continue the designation of
the Process Agent above in full force and effect, and to cause the Process Agent to act as such.
The Issuer further covenants and agrees to maintain at all times an agent with offices in New York
City to act as its Process Agent. Nothing herein shall in any way be deemed to limit the ability
to serve any such writs, process or summonses in any other manner permitted by applicable law.



     Section 12.11 No Recourse Against Others. No director, officer, employee, incorporator or
holder of any equity interests in the Issuer or of any Subsidiary Guarantor or any direct or
indirect parent corporation, as such, shall have any liability for any obligations of the Issuer or
the Subsidiary Guarantors under the Notes or this Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note
waives and releases all such liability.



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



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



     Section 12.14 Table of Contents; Headings. The table of contents, cross-reference sheet and
headings of the Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not intended to be considered a part hereof and shall not modify or restrict
any of the terms or provisions hereof.



     Section 12.15 Indenture Controls. If and to the extent that any provision of the Notes
limits, qualifies or conflicts with a provision of this Indenture, such provision of this Indenture
shall control.



     Section 12.16 Severability. In case any provision in this Indenture shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby and such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability.



-108-









 





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



	 	 	 	 	 
	 	GeoEye, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GeoEye Imagery Collection Systems Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GeoEye Solutions Holdco Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GeoEye Solutions Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	i5, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



-109-









 






	 	 	 	 	 



	 	 	 	 	 
	 	M.J. Harden Associates, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GeoEye License Corp.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



-110-









 






	 	 	 	 	 



	 	 	 	 	 
	 	Wilmington Trust FSB, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Wilmington Trust FSB, as Collateral Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



-111-









 






	 	 	 	 	 



EXHIBIT A




[FORM OF FACE OF ORIGINAL NOTE AND ADDITIONAL NOTE]




[Global Notes Legend]


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.






A-1









 








[FORM OF ORIGINAL NOTE AND ADDITIONAL NOTE]




			
	 	 	 
	No.
	 	Principal Amount $__________[, or such

other amount as shall be set forth in the Schedule of

Increases or Decreases in Global Note attached hereto]






8.625% Senior Secured Note due 2016




	 	 	 	 	 

	 

	 	CUSIP NO.:
	 	37250WAD0
	 

	 	ISIN:
	 	US37250WAD02






     GEOEYE, INC., a corporation organized under the laws of the State of Delaware, promises to pay
to CEDE & CO., or registered assigns, the principal sum of [                       ]
DOLLARS ($[            ]) [, or such other amount as shall be set forth in the Schedule of
Increases or Decreases in Global Note attached hereto] on October 1, 2016.



Interest Rate: 8.625% per annum




Interest Payment Dates: April 1 and October 1.




Record Dates: March 15 and September 15.




     Additional provisions of this Note are set forth on the other side of this Note and are
incorporated as if set forth on the face hereof.



A-2









 





     IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.



	 	 	 	 	 
	 	GEOEYE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:




A-3









 




TRUSTEE’S CERTIFICATE OF AUTHENTICATION




WILMINGTON TRUST FSB,




     as Trustee, certifies that this is one of the

     Notes referred to in the within-mentioned

     Indenture.




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Date:
	 	                    	 	 







A-4












 





[FORM OF REVERSE SIDE OF ORIGINAL NOTE AND ADDITIONAL NOTE]




8.625% Senior Secured Note due October 1, 2016


1. Interest




     GEOEYE, INC., a corporation organized under the laws of the State of Delaware (such
corporation, and its successors and assigns under the Indenture hereinafter referred to, being
herein called the “Issuer”), promises to pay interest on the principal amount of this Note
at a rate per annum, equal to 8.625%. The Issuer shall pay interest semi-annually on April 1 and
October 1 of each year, commencing [April 1, 2011].1 Interest on the Notes
shall accrue from the most recent date to which interest has been paid or duly provided for or, if
no interest has been paid or duly provided for, from [October 8, 2010]2 until
the principal hereof is due. Interest shall be computed on the basis of a 360-day year of twelve
30-day months. The Issuer shall pay interest on overdue principal at the rate borne by the Notes,
and it shall pay interest on overdue installments of interest at the same rate to the extent
lawful.


2. Method of Payment




     The Issuer shall pay interest on the Notes (except defaulted interest) to the Persons who are
registered Holders at the close of business on the March 15 and September 15 next preceding the
interest payment date even if Notes are canceled after the record date and on or before the
interest payment date (whether or not a Business Day). Holders must surrender Notes to a Paying
Agent to collect principal payments. The Issuer shall pay principal, premium, if any, and interest
in money of the United States of America that at the time of payment is legal tender for payment of
public and private debts. Payments in respect of the Notes represented by a Global Note (including
principal, premium, if any, and interest) shall be made by wire transfer of immediately available
funds to the accounts specified by The Depository Trust Company or any successor depositary. The
Issuer will make all payments in respect of a certificated Note (including principal, premium, if
any, and interest), at the office of each Paying Agent, except that, at the option of the Issuer,
payment of interest may be made by mailing a check to the registered address of each Holder
thereof; provided, however, that payments on the Notes may also be made, in the case of a Holder of
at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account
maintained by the payee with a bank or financial institution in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or a Paying Agent to such
effect designating such account no later than 15 days immediately preceding the relevant due date
for payment (or such other date as the Trustee may accept in its discretion).





 




			
	1	 	Only with respect to the Notes issued on the Issue Date.
	 
	2	 	Only with respect to the Notes issued on the Issue Date.




A-5









 









3. Paying Agent and Registrar




     Initially, Wilmington Trust FSB, a federal savings bank (the “Trustee”), will act as
Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent or Registrar
without notice. The Issuer may act as Paying Agent or Registrar.


4. Indenture; Subsidiary Guarantors




     The Issuer issued the Notes under an Indenture dated as of October 8, 2010 (the
“Indenture”), among the Issuer, the Subsidiary Guarantors, the Trustee and Wilmington Trust
FSB as Collateral Trustee (the “Collateral Trustee”). The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of
1939 as in effect on the date of the Indenture (the “Trust Indenture Act”). Terms used in
this Note and not defined herein have the meanings ascribed thereto in the Indenture. The Notes
are subject to all terms and provisions of the Indenture, and the Holders (as defined in the
Indenture) are referred to the Indenture and the Trust Indenture Act for a statement of such terms
and provisions.



     The Notes are senior secured obligations of the Issuer. This Note is one of the [Original]
[Additional] Notes referred to in the Indenture. The Notes include the Original Notes and
Additional Notes issued pursuant to the Indenture. The Original Notes and Additional Notes are
treated as a single class of securities under the Indenture.



     To guarantee the due and punctual payment of the principal, premium, if any, and interest on
the Notes and all other amounts payable by the Issuer under the Indenture, the Notes, the Security
Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at
maturity, by acceleration or otherwise, according to the terms of the Notes, the Indenture, the
Security Documents and the Intercreditor Agreement, the Subsidiary Guarantors have unconditionally
guaranteed (and future guarantors, together with the Subsidiary Guarantors, shall unconditionally
Guarantee), jointly and severally, such obligations on a senior secured second-priority basis
pursuant to the terms of the Indenture.


5. Security.




     The Notes shall be secured by second-priority Liens and security interests, subject to
Permitted Liens, in the Collateral on the terms and conditions set forth in the Indenture, the
Intercreditor Agreement and the Security Documents. The Collateral Trustee holds the Collateral in
trust for the benefit of the Trustee and the Holders, in each case pursuant to the Security
Documents, the Intercreditor Agreement and the Collateral Trust Agreement. Each Holder, by
accepting this Note, consents and agrees to the terms of the Security Documents (including the
provisions providing for the foreclosure and release of Collateral), the Intercreditor Agreement
and the Collateral Trust Agreement as the same may be in effect or may be amended from time to time
in accordance with their terms and the Indenture and authorizes and directs the Collateral Trustee
to enter into the Security Documents, the Intercreditor Agreement and the Collateral Trust
Agreement, and to perform its obligations and exercise its rights thereunder in accordance
therewith.



A-6









 




6. Redemption and Repurchase




     The Notes may not be redeemed except as set forth below:



     Optional Redemption upon Equity Offerings. At any time on or prior to October 1, 2013, the
Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the
Notes issued under the Indenture at a redemption price of 108.625% of the principal amount of the
Notes, plus accrued and unpaid interest to the redemption date, in each case with the net cash
proceeds of one or more Equity Offerings that have not previously been used or designated for a
different purpose under the Indenture; provided that:



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



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



     Redemption at Option of Issuer. At any time on or after October 1, 2013, the Issuer may on one
or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’
notice, at the redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest to the redemption date, if redeemed during the twelve-month period
beginning on October 1 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage
	2013
	 	 	104.313	%
	2014
	 	 	102.156	%
	2015 and thereafter
	 	 	100.000	%






     In addition, at any time prior to October 1, 2013, the Issuer may redeem the Notes, at its
option, in whole at any time or in part from time to time, upon not less than 30 nor more than
60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a
redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable
Premium as of, and accrued and unpaid interest to the applicable redemption date.


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





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




(2) the excess of (a) the present value at such redemption date of (i) the redemption price
of such Note at October 1, 2013 (such redemption price being set forth in the table
appearing above under “Redemption at Option of Issuer”) plus (ii) all required interest
payments due on such Note through October 1, 2013 (excluding accrued and unpaid



A-7









 






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


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



7. Mandatory Redemption




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


8. Denominations; Transfer; Exchange




     The Notes are in registered form, without coupons, in denominations of $2,000 and whole
multiples of $1,000 in excess thereof. A Holder shall register the transfer of or exchange of
Notes in accordance with the Indenture. Upon any registration of transfer or exchange, the
Registrar and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Notes selected for
redemption (except, in the case of a Note to be redeemed in part, the portion of the Notes not to
be redeemed) or to transfer or exchange any Notes for a period of 15 days prior to a selection of
Notes to be redeemed.


9. Persons Deemed Owners




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


10. Unclaimed Money




     If money for the payment of principal or interest remains unclaimed for two years, the Trustee
and a Paying Agent shall pay the money back to the Issuer at its written request unless an
abandoned property law designates another Person. After any such payment, the Holders entitled to
the money must look to the Issuer for payment as general creditors and the Trustee and a Paying
Agent shall have no further liability with respect to such monies.


11. Discharge and Defeasance




     Subject to certain conditions, the Issuer at any time may terminate some of or all of its
obligations under the Notes and the Indenture if the Issuer deposits with the Trustee money or



A-8









 




Government Securities for the payment of principal of, and interest on the Notes to
redemption, or maturity, as the case may be.



12. Amendment, Waiver




     Subject to certain exceptions contained in and to the terms and conditions set forth in
the Indenture, the Intercreditor Agreement and the Collateral Trust Agreement, as applicable, the
Indenture, the Guarantees, the Security Documents, the Intercreditor Agreement and the Notes may be
amended, or default may be waived, with the consent of the Holders of a majority in principal
amount of the outstanding Notes. Without notice to or the consent of any Holder, the Issuer and
the Trustee may amend or supplement the Indenture, the Notes and the Guarantees to, among other
things, cure any ambiguity, omission, defect or inconsistency. Subject to the terms and conditions
set forth in the Intercreditor Agreement and the Collateral Trust Agreement, as applicable, without
notice to or the consent of any Holder, the Issuer and the Collateral Trustee may amend the
Security Documents and the Intercreditor Agreement to, among other things, cure any ambiguity,
omission, defect or inconsistency.


13. Defaults and Remedies




     If an Event of Default occurs (other than an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization of the Issuer) and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the outstanding Notes, in each case, by written
notice to the Issuer (and to the Trustee if given by Holders), may declare the principal of,
premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. If an
Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the
Issuer occurs, the principal of, premium, if any, and interest on all the Notes shall become
immediately due and payable without any declaration or other act on the part of the Trustee or any
Holders. Under certain circumstances, the Holders of a majority in principal amount of the
outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.


14. Trustee Dealings with the Issuer




     Subject to certain limitations imposed by the Trust Indenture Act, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates and may
otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not
Trustee.


15. No Recourse Against Others




     No director, officer, employee, incorporator or holder of any equity interests in the Issuer
or of any Subsidiary Guarantor or any direct or indirect parent corporation, as such, shall have
any liability for any obligations of the Issuer or the Subsidiary Guarantors under the Notes or
this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such liability.



A-9









 




16. Authentication




     This Note shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the other side of this
Note.


17. Abbreviations




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


18. Governing Law




     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


19. CUSIP Numbers, ISINs and Common Codes




     The Issuer has caused CUSIP numbers, ISINs and/or Common Codes to be printed on the Notes and
has directed the Trustee to use CUSIP numbers and ISINs and/or Common Codes in notices of
redemption as a convenience to the Holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of redemption and reliance may
be placed only on the other identification numbers placed thereon.



     The Issuer will furnish to any Holder of Notes upon written request and without charge to the
Holder a copy of the Indenture which has in it the text of this Note.



A-10









 





ASSIGNMENT FORM



To assign this Note, fill in the form below:



I or we assign and transfer this Note to:



 



(Print or type assignee’s name, address and zip code)



 



(Insert assignee’s soc. sec. or tax I.D. No.)



and irrevocably appoint       agent to transfer this Note on the books of
the Issuer. The agent may substitute another to act for him.




	 	 	 	 	 	 	 	 	 	 	 

	Date:

	 	 	 	 	 	Your Signature:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

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





Signature Guarantee:




	 	 	 	 	 	 	 	 	 

	Date:
	 	 

	 	 	 	 

	 	 
	Signature must be guaranteed by a participant
in a recognized signature guaranty medallion
program or other signature guarantor program
reasonably acceptable to the Trustee	 	 	 	Signature of Signature Guarantee	 	 






A-11









 






[TO BE ATTACHED TO GLOBAL NOTES]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE



     The initial principal amount of this Global Note is $                                        . The following increases
or decreases in this Global Note have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal amount of	 	 
	 	 	Amount of decrease	 	Amount of increase	 	this Global Note	 	Signature of authorized
	Date of	 	in Principal Amount	 	in Principal Amount	 	following such	 	signatory of Trustee or
	Exchange	 	of this Global Note	 	of this Global Note	 	decrease or increase	 	Securities Custodian
	 
	 	 
	 	 
	 	 
	 	 





A-12









 





OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.06
(Asset Sales and Event of Loss) or Section 4.08 (Change of Control) of the Indenture, check the
box:



Asset Sales and Event of Loss o     Change of Control o




     If you want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 4.06 (Asset Sales and Event of Loss) or Section 4.08 (Change of Control) of the Indenture,
state the amount ($2,000 or an integral multiple of $1,000 in excess thereof):


$ 




	 	 	 	 	 	 	 	 	 	 	 

	Date:

	 	 	 	 	 	Your Signature:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

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






	 	 	 

	Signature Guarantee:
	 	 
	 

	 	 
	 

	 	Signature must be guaranteed by a participant in a
recognized signature guaranty medallion program or
other signature guarantor program reasonably
acceptable to the Trustee






A-13









 





EXHIBIT B




FORM OF SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of [__], among [NEW
SUBSIDIARY GUARANTOR] (the “New Subsidiary Guarantor”), GEOEYE, INC. (or its successor), a
corporation organized under the laws of the State of Delaware (the “Issuer”), and WILMINGTON TRUST
FSB, a federal savings bank, as trustee (the “Trustee”) and as collateral trustee (the “Collateral
Trustee”) under the indenture referred to below.



RECITALS




     WHEREAS the Issuer, the Trustee and the Subsidiary Guarantors party thereto have
heretofore executed an Indenture (as amended, supplemented or otherwise modified, the “Indenture”)
dated as of October 8, 2010, providing for the issuance of the Issuer’s 8.625% Senior Secured Notes
due 2016 (the “Notes”), initially in the aggregate principal amount of $125,000,000;



     WHEREAS Sections 4.16 and 11.03 of the Indenture provide that under certain circumstances the
Issuer is required to cause the New Subsidiary Guarantor to execute and deliver to the Trustee a
supplemental indenture pursuant to which the New Subsidiary Guarantor shall unconditionally
guarantee all the Issuer’s obligations under the Notes pursuant to a Guarantee on the terms and
conditions set forth herein; and



     WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Collateral Trustee, the
Issuer and the existing Subsidiary Guarantors are authorized to execute and deliver this
Supplemental Indenture;



     NOW THEREFORE, in consideration of the foregoing and mutual covenants herein contained and
intending to be legally bound, the New Subsidiary Guarantor, the Issuer, the Trustee and the
Collateral Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of
the Notes as follows:



     1. Defined Terms. As used in this Supplemental Indenture, terms defined in the
Indenture or in the preamble or recital hereto are used herein as therein defined, except that the
term “Holders” in this Guarantee shall refer to the term “Holders” as defined in the Indenture and
the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof”
and hereby and other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.



     2. Agreement To Guarantee. The New Subsidiary Guarantor hereby agrees, jointly and
severally with all existing Subsidiary Guarantors, to unconditionally guarantee the Issuer’s
obligations under the Notes and the Indenture on the terms and subject to the conditions set forth
in Article 11 of the Indenture and to be bound by all other applicable provisions of the Indenture
and the Notes and to perform all of the obligations and agreements of a Subsidiary Guarantor under
the Indenture.



B-1









 





     3. Notices. All notices or other communications to the New Subsidiary Guarantor shall
be given as provided in Section 12.02 of the Indenture.



     4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby.



     5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     6. Trustee Makes No Representation. The Trustee assumes no responsibility for the
correctness of the recitals contained herein, which shall be taken as the statements of the
Co-Issuers and the Trustee shall not be responsible or accountable in any way whatsoever for or
with respect to the validity, execution or sufficiency of this Supplemental Indenture and makes no
representation with respect thereto. In entering into this Supplemental Indenture, the Trustee
shall be entitled to the benefit of every provision of the Indenture relating to the conduct of or
affecting the liability of or affording protection to the Trustee.



     7. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



     8. Effect of Headings. The Section headings herein are for convenience only and shall
not effect the construction thereof.



B-2









 





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



	 	 	 	 	 
	 	[NEW SUBSIDIARY GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GEOEYE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[Existing Subsidiary Guarantors]


WILMINGTON TRUST FSB, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WILMINGTON TRUST FSB, as Collateral Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




B-3











 





Exhibit
4.2



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.











 



2




			
	No. R-1
	 	Principal Amount $125,000,000, or such

other amount as shall be set forth in the Schedule of

Increases or Decreases in Global Note attached hereto






8.625% Senior Secured Note due 2016




	 	 	 	 	 

	 

	 	CUSIP NO.:
	 	37250WAD0
	 

	 	ISIN:
	 	US37250WAD02






     GEOEYE, INC., a corporation organized under the laws of the State of Delaware, promises to pay
to CEDE & CO., or registered assigns, the principal sum of ONE HUNDRED TWENTY FIVE MILLION DOLLARS
($125,000,000), or such other amount as shall be set forth in the Schedule of Increases or
Decreases in Global Note attached hereto on October 1, 2016.



Interest Rate: 8.625% per annum




Interest Payment Dates: April 1 and October 1.



Record Dates: March 15 and September 15.



     Additional provisions of this Note are set forth on the other side of this Note and are
incorporated as if set forth on the face hereof.









 



3


     IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.



	 	 	 	 	 
	 	GEOEYE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:











 



4



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




WILMINGTON TRUST FSB,

   as Trustee, certifies that this is one of the

   Notes referred to in the within-mentioned

   Indenture.




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 
	 

	 	Title:	 	 





Date:                                                             












 



5




8.625% Senior Secured Note due October 1, 2016



1. Interest




     GEOEYE, INC., a corporation organized under the laws of the State of Delaware (such
corporation, and its successors and assigns under the Indenture hereinafter referred to, being
herein called the “Issuer”), promises to pay interest on the principal amount of this Note
at a rate per annum, equal to 8.625%. The Issuer shall pay interest semi-annually on April 1 and
October 1 of each year, commencing April 1, 2011. Interest on the Notes shall accrue from the most
recent date to which interest has been paid or duly provided for or, if no interest has been paid
or duly provided for, from October 8, 2010 until the principal hereof is due. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest on
overdue principal at the rate borne by the Notes, and it shall pay interest on overdue installments
of interest at the same rate to the extent lawful.


2. Method of Payment




     The Issuer shall pay interest on the Notes (except defaulted interest) to the Persons who are
registered Holders at the close of business on the March 15 and September 15 next preceding the
interest payment date even if Notes are canceled after the record date and on or before the
interest payment date (whether or not a Business Day). Holders must surrender Notes to a Paying
Agent to collect principal payments. The Issuer shall pay principal, premium, if any, and interest
in money of the United States of America that at the time of payment is legal tender for payment of
public and private debts. Payments in respect of the Notes represented by a Global Note (including
principal, premium, if any, and interest) shall be made by wire transfer of immediately available
funds to the accounts specified by The Depository Trust Company or any successor depositary. The
Issuer will make all payments in respect of a certificated Note (including principal, premium, if
any, and interest), at the office of each Paying Agent, except that, at the option of the Issuer,
payment of interest may be made by mailing a check to the registered address of each Holder
thereof; provided, however, that payments on the Notes may also be made, in the case of a Holder of
at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account
maintained by the payee with a bank or financial institution in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or a Paying Agent to such
effect designating such account no later than 15 days immediately preceding the relevant due date
for payment (or such other date as the Trustee may accept in its discretion).


3. Paying Agent and Registrar




     Initially, Wilmington Trust FSB, a federal savings bank (the “Trustee”), will act as
Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent or Registrar
without notice. The Issuer may act as Paying Agent or Registrar.


4. Indenture; Subsidiary Guarantors




     The Issuer issued the Notes under an Indenture dated as of October 8, 2010 (the
“Indenture”), among the Issuer, the Subsidiary Guarantors, the Trustee and Wilmington Trust
FSB as Collateral Trustee (the “Collateral Trustee”). The terms of the Notes include those stated









 



6

in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act
of 1939 as in effect on the date of the Indenture (the “Trust Indenture Act”). Terms used
in this Note and not defined herein have the meanings ascribed thereto in the Indenture. The Notes
are subject to all terms and provisions of the Indenture, and the Holders (as defined in the
Indenture) are referred to the Indenture and the Trust Indenture Act for a statement of such terms
and provisions.




     The Notes are senior secured obligations of the Issuer. This Note is one of the Original
Notes referred to in the Indenture. The Notes include the Original Notes and Additional Notes
issued pursuant to the Indenture. The Original Notes and Additional Notes are treated as a single
class of securities under the Indenture.



     To guarantee the due and punctual payment of the principal, premium, if any, and interest on
the Notes and all other amounts payable by the Issuer under the Indenture, the Notes, the Security
Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at
maturity, by acceleration or otherwise, according to the terms of the Notes, the Indenture, the
Security Documents and the Intercreditor Agreement, the Subsidiary Guarantors have unconditionally
guaranteed (and future guarantors, together with the Subsidiary Guarantors, shall unconditionally
Guarantee), jointly and severally, such obligations on a senior secured second-priority basis
pursuant to the terms of the Indenture.


5. Security.




     The Notes shall be secured by second-priority Liens and security interests, subject to
Permitted Liens, in the Collateral on the terms and conditions set forth in the Indenture, the
Intercreditor Agreement and the Security Documents. The Collateral Trustee holds the Collateral in
trust for the benefit of the Trustee and the Holders, in each case pursuant to the Security
Documents, the Intercreditor Agreement and the Collateral Trust Agreement. Each Holder, by
accepting this Note, consents and agrees to the terms of the Security Documents (including the
provisions providing for the foreclosure and release of Collateral), the Intercreditor Agreement
and the Collateral Trust Agreement as the same may be in effect or may be amended from time to time
in accordance with their terms and the Indenture and authorizes and directs the Collateral Trustee
to enter into the Security Documents, the Intercreditor Agreement and the Collateral Trust
Agreement, and to perform its obligations and exercise its rights thereunder in accordance
therewith.


6. Redemption and Repurchase




     The Notes may not be redeemed except as set forth below:



     Optional Redemption upon Equity Offerings. At any time on or prior to October 1, 2013, the
Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the
Notes issued under the Indenture at a redemption price of 108.625% of the principal amount of the
Notes, plus accrued and unpaid interest to the redemption date, in each case with the net cash
proceeds of one or more Equity Offerings that have not previously been used or designated for a
different purpose under the Indenture; provided that:









 



7


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



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



     Redemption at Option of Issuer. At any time on or after October 1, 2013, the Issuer may on one
or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’
notice, at the redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest to the redemption date, if redeemed during the twelve-month period
beginning on October 1 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage
	2013
	 	 	104.313	%
	2014
	 	 	102.156	%
	2015 and thereafter
	 	 	100.000	%






     In addition, at any time prior to October 1, 2013, the Issuer may redeem the Notes, at
its option, in whole at any time or in part from time to time, upon not less than 30 nor more than
60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a
redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable
Premium as of, and accrued and unpaid interest to the applicable redemption date.


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





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




(2) the excess of (a) the present value at such redemption date of (i) the redemption price
of such Note at October 1, 2013 (such redemption price being set forth in the table
appearing above under “Redemption at Option of Issuer”) plus (ii) all required interest
payments due on such Note through October 1, 2013 (excluding accrued and unpaid interest),
computed using a discount rate equal to the Treasury Rate as of such redemption date plus
50 basis points, over (b) the then outstanding principal amount of such Note.


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











 



8



than one year, the weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year will be used.



7. Mandatory Redemption




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


8. Denominations; Transfer; Exchange




     The Notes are in registered form, without coupons, in denominations of $2,000 and whole
multiples of $1,000 in excess thereof. A Holder shall register the transfer of or exchange of
Notes in accordance with the Indenture. Upon any registration of transfer or exchange, the
Registrar and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Notes selected for
redemption (except, in the case of a Note to be redeemed in part, the portion of the Notes not to
be redeemed) or to transfer or exchange any Notes for a period of 15 days prior to a selection of
Notes to be redeemed.


9. Persons Deemed Owners




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


10. Unclaimed Money




     If money for the payment of principal or interest remains unclaimed for two years, the Trustee
and a Paying Agent shall pay the money back to the Issuer at its written request unless an
abandoned property law designates another Person. After any such payment, the Holders entitled to
the money must look to the Issuer for payment as general creditors and the Trustee and a Paying
Agent shall have no further liability with respect to such monies.


11. Discharge and Defeasance




     Subject to certain conditions, the Issuer at any time may terminate some of or all of its
obligations under the Notes and the Indenture if the Issuer deposits with the Trustee money or
Government Securities for the payment of principal of, and interest on the Notes to redemption, or
maturity, as the case may be.


12. Amendment, Waiver




     Subject to certain exceptions contained in and to the terms and conditions set forth in
the Indenture, the Intercreditor Agreement and the Collateral Trust Agreement, as applicable, the
Indenture, the Guarantees, the Security Documents, the Intercreditor Agreement and the Notes may be
amended, or default may be waived, with the consent of the Holders of a majority in principal
amount of the outstanding Notes. Without notice to or the consent of any Holder, the Issuer and
the Trustee may amend or supplement the Indenture, the Notes and the Guarantees to, among other
things, cure any ambiguity, omission, defect or inconsistency. Subject to the terms and conditions
set forth in the Intercreditor Agreement and the Collateral Trust Agreement, as applicable, without
notice to or the consent of any









 



9

Holder, the Issuer and the Collateral Trustee may amend the Security Documents and the
Intercreditor Agreement to, among other things, cure any ambiguity, omission, defect or
inconsistency.



13. Defaults and Remedies




     If an Event of Default occurs (other than an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization of the Issuer) and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the outstanding Notes, in each case, by written
notice to the Issuer (and to the Trustee if given by Holders), may declare the principal of,
premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. If an
Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the
Issuer occurs, the principal of, premium, if any, and interest on all the Notes shall become
immediately due and payable without any declaration or other act on the part of the Trustee or any
Holders. Under certain circumstances, the Holders of a majority in principal amount of the
outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.


14. Trustee Dealings with the Issuer




     Subject to certain limitations imposed by the Trust Indenture Act, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates and may
otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not
Trustee.


15. No Recourse Against Others




     No director, officer, employee, incorporator or holder of any equity interests in the Issuer
or of any Subsidiary Guarantor or any direct or indirect parent corporation, as such, shall have
any liability for any obligations of the Issuer or the Subsidiary Guarantors under the Notes or
this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such liability.


16. Authentication




     This Note shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the other side of this
Note.


17. Abbreviations




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









 



10

18. Governing Law




     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


19. CUSIP Numbers, ISINs and Common Codes




     The Issuer has caused CUSIP numbers, ISINs and/or Common Codes to be printed on the Notes and
has directed the Trustee to use CUSIP numbers and ISINs and/or Common Codes in notices of
redemption as a convenience to the Holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of redemption and reliance may
be placed only on the other identification numbers placed thereon.



     The Issuer will furnish to any Holder of Notes upon written request and without charge to the
Holder a copy of the Indenture which has in it the text of this Note.









 



11


ASSIGNMENT FORM



To assign this Note, fill in the form below:



I or we assign and transfer this Note to:



 



(Print or type assignee’s name, address and zip code)



 



(Insert assignee’s soc. sec. or tax I.D. No.)



and irrevocably appoint      agent to transfer this Note on the books of
the Issuer. The agent may substitute another to act for him.




	 	 	 	 	 	 	 	 	 	 	 

	Date:
	 	 	 	 	 	Your Signature:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

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





Signature Guarantee:




	 	 	 	 	 	 	 	 	 

	Date:
	 	 

	 	 	 	 

	 	 
	Signature must be guaranteed by a participant
in a recognized signature guaranty medallion
program or other signature guarantor program
reasonably acceptable to the Trustee	 	 	 	Signature of Signature Guarantee	 	 












 



12


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE




     The initial principal amount of this Global Note is $125,000,000. The following
increases or decreases in this Global Note have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal amount of	 	 
	 	 	Amount of decrease	 	Amount of increase	 	this Global Note	 	Signature of authorized
	Date of	 	in Principal Amount	 	in Principal Amount	 	following such	 	signatory of Trustee or
	Exchange	 	of this Global Note	 	of this Global Note	 	decrease or increase	 	Securities Custodian
	 
	 	 
	 	 
	 	 
	 	 











 



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OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.06
(Asset Sales and Event of Loss) or Section 4.08 (Change of Control) of the Indenture, check the
box:



Asset Sales and Event of Loss o      Change of Control o




     If you want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 4.06 (Asset Sales and Event of Loss) or Section 4.08 (Change of Control) of the Indenture,
state the amount ($2,000 or an integral multiple of $1,000 in excess thereof):


$ 




	 	 	 	 	 	 	 	 	 	 	 

	Date:

	 	 	 	 	 	Your Signature:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

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






	 	 	 

	Signature Guarantee:
	 	 
	 

	 	 
	 

	 	Signature must be guaranteed by a participant in a
recognized signature guaranty medallion program or
other signature guarantor program reasonably
acceptable to the Trustee







14