Exhibit 4.14
 EXECUTION VERSION




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Table of Contents
 PageARTICLE 1DEFINITIONS AND INCORPORATION BY REFERENCESection 1.01 Definitions
    
    
    1Section 1.02 Other Definitions
    
    
    26Section 1.03 Incorporation by Reference of Trust Indenture Act
    
    
    28Section 1.04 Rules of Construction
    
    
    28ARTICLE 2THE NOTESSection 2.01 Amount of Notes
    
    
    29Section 2.02 Form and Dating
    
    
    30Section 2.03 Execution and Authentication
    
    
    30Section 2.04 Registrar and Paying Agent
    
    
    31Section 2.05 Paying Agent to Hold Money in Trust
    
    
    31Section 2.06 Holder Lists
    
    
    32Section 2.07 Transfer and Exchange
    
    
    32Section 2.08 Replacement Notes
    
    
    32Section 2.09 Outstanding Notes
    
    
    33Section 2.10 Temporary Notes
    
    
    34Section 2.11 Cancellation
    
    
    34Section 2.12 Defaulted Interest
    
    
    34Section 2.13 CUSIP Numbers, ISINs, etc
    
    
    34ARTICLE 3REDEMPTIONSection 3.01 Redemption at Option of Issuer
    
    
    34Section 3.02 Optional Redemption Upon Equity Offerings
    
    
    35Section 3.03 Method and Effect of Redemption
    
    
    35Section 3.04 Deposit of Redemption Price
    
    
    37Section 3.05 Mandatory Redemption
    
    
    37ARTICLE 4COVENANTSSection 4.01 Payment of Notes
    
    
    37Section 4.02 Reports and Other Information
    
    
    38Section 4.03 Incurrence of Indebtedness and Issuance of Preferred Stock
    
    
    39Section 4.04 Restricted Payments
    
    
    44Section 4.05 Dividend and Other Payment Restrictions Affecting Subsidiaries
    
    
    48Section 4.06 Asset Sales and Events of Loss
    
    
    50Section 4.07 Transactions with Affiliates
    
    
    54
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PageSection 4.08 Change of Control
    
    
    56Section 4.09 Compliance Certificate
    
    
    58Section 4.10 Further Instruments and Acts
    
    
    58Section 4.11 Liens
    
    
    58Section 4.12 Covenant Suspension
    
    
    58Section 4.13 Maintenance of Office or Agency
    
    
    59Section 4.14 Business Activities
    
    
    59Section 4.15 Maintenance of Insurance
    
    
    60Section 4.16 Future Subsidiary Guarantors; Release of Subsidiary Guarantors
    
    
    62Section 4.17 Restriction on Certain Proceeds
    
    
    63ARTICLE 5MERGER, CONSOLIDATION OR SALE OF ASSETSSection 5.01 Merger, Consolidation or Sale of Assets of the Issuer
    
    
    63Section 5.02 Merger, Consolidation or Sale of Assets by a Subsidiary Guarantor
    
    
    65ARTICLE 6DEFAULTS AND REMEDIESSection 6.01 Events of Default
    
    
    66Section 6.02 Acceleration
    
    
    68Section 6.03 Other Remedies
    
    
    69Section 6.04 Waiver of Past Defaults
    
    
    69Section 6.05 Control by Majority
    
    
    69Section 6.06 Limitation on Suits
    
    
    69Section 6.07 Rights of the Holders to Receive Payment
    
    
    70Section 6.08 Collection Suit by Trustee
    
    
    70Section 6.09 Trustee May File Proofs of Claim
    
    
    70Section 6.10 Priorities
    
    
    72Section 6.11 Undertaking for Costs
    
    
    71Section 6.12 Waiver of Stay or Extension Laws
    
    
    71ARTICLE 7TRUSTEESection 7.01 Duties of Trustee
    
    
    72Section 7.02 Rights of Trustee
    
    
    73Section 7.03 Individual Rights of Trustee
    
    
    74Section 7.04 Trustees Disclaimer
    
    
    74Section 7.05 Notice of Defaults
    
    
    75Section 7.06 Reports by Trustee to the Holders
    
    
    75Section 7.07 Compensation and Indemnity
    
    
    75Section 7.08 Replacement of Trustee
    
    
    76Section 7.09 Successor Trustee by Merger
    
    
    77Section 7.10 Eligibility; Disqualification
    
    
    77Section 7.11 Preferential Collection of Claims Against Issuer
    
    
    77
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PageARTICLE 8DISCHARGE OF INDENTURE; DEFEASANCESection 8.01 Discharge of Liability on Notes
    
    
    77Section 8.02 Defeasance
    
    
    78Section 8.03 Conditions to Defeasance
    
    
    79Section 8.04 Application of Trust Money
    
    
    80Section 8.05 Repayment to Issuer
    
    
    81Section 8.06 Indemnity for Government Securities
    
    
    81Section 8.07 Reinstatement
    
    
    81ARTICLE 9AMENDMENTS AND WAIVERSSection 9.01 Without Consent of the Holders
    
    
    81Section 9.02 With Consent of the Holders
    
    
    82Section 9.03 Compliance with Trust Indenture Act
    
    
    84Section 9.04 Revocation and Effect of Consents and Waivers
    
    
    84Section 9.05 Notation on or Exchange of Notes
    
    
    84Section 9.06 Trustee and Collateral Agent to Sign Amendments
    
    
    84Section 9.07 Payment for Consent
    
    
    85Section 9.08 Additional Voting Terms
    
    
    85ARTICLE 10COLLATERALSection 10.01 Appointment and Authorization of Trustee as Collateral Agent
    
    
    85Section 10.02 Security Documents; Collateral
    
    
    85Section 10.03 Recording, Registration and Opinions
    
    
    88Section 10.04 Release of Collateral
    
    
    89Section 10.05 Possession and Use of Collateral
    
    
    89Section 10.06 Satellite Construction Collateral Account; Event of Loss Collateral
Account
    
    
    89Section 10.07 Specified Releases of Collateral
    
    
    91Section 10.08 Purchaser Protected
    
    
    92Section 10.09 Authorization of Actions to Be Taken by the Collateral Agent Under
the Security Documents
    
    
    92Section 10.10 Authorization of Receipt of Funds by the Trustee Under the Security
Documents
    
    
    93Section 10.11 Powers Exercisable by Receiver or Collateral Agent
    
    
    93Section 10.12 Trust Indenture Act Requirements
    
    
    94ARTICLE 11GUARANTEESSection 11.01 Guarantees of the Notes
    
    
    94Section 11.02 Limitation on Liability; Release and Discharge
    
    
    96
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PageSection 11.03 Execution and Delivery
    
    
    96Section 11.04 Right of Contribution
    
    
    97Section 11.05 No Subrogation
    
    
    97ARTICLE 12MISCELLANEOUSSection 12.01 Trust Indenture Act Controls
    
    
    97Section 12.02 Notices
    
    
    97Section 12.03 Communication by the Holders with Other Holders
    
    
    98Section 12.04 Certificate and Opinion as to Conditions Precedent
    
    
    98Section 12.05 Statements Required in Certificate or Opinion
    
    
    99Section 12.06 When Notes Disregarded
    
    
    99Section 12.07 Rules by Trustee, Paying Agent and Registrar
    
    
    99Section 12.08 Legal Holidays
    
    
    99Section 12.09 Governing Law; Waiver of Trial by Jury
    
    
    99Section 12.10 Jurisdiction; Consent to Service of Process
    
    
    100Section 12.11 No Recourse Against Others
    
    
    100Section 12.12 Successors
    
    
    101Section 12.13 Multiple Originals
    
    
    101Section 12.14 Table of Contents; Headings
    
    
    101Section 12.15 Indenture Controls
    
    
    101Section 12.16 Severability
    
    
    101Schedule 10.02(d) PremisesAppendix A    Provisions Relating to Original Notes, Additional Notes and Exchange
Notes
 -iv-




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Exhibit A
    
    
    
    Form of Original Note and Additional NoteExhibit B
    
    
    
    Form of Exchange NoteExhibit C
    
    
    
    Form of Transferee Letter of RepresentationExhibit D
    
    
    
    Form of Supplemental IndentureExhibit E
    
    
    
    Form of Pari Passu Intercreditor AgreementExhibit F
    
    
    
    Form of Junior Lien Intercreditor Agreement
 -v-




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Trust Indenture Act
    
    IndentureSection
    
    Section310(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)
    
    12.03313(a)
    
    7.06(b)(1)
    
    10.12(b)(2)
    
    7.06; 10.12(c)
    
    7.06(d)
    
    4.02; 4.09314(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)
    
    12.05315(a)
    
    7.01(b)
    
    7.05(c)
    
    7.01(d)
    
    7.01(e)
    
    6.11316(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)
    
    2.05318(a)
    
    12.01
 
 N.A. Means Not Applicable. -vi-




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-vii-




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Issuer
 Original Notes Exhibit A Exhibit A Appendix Exchange Notes Notes Exhibit B
 
 Definitions
 Acquired Debt
    Additional Interest
 Additional Notes
 Adjusted Cash EBITDA




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provided
 Affiliate
 After-Acquired Property
 Aircraft Security Agreement
 Applicable Premium
   -2-




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Asset Sale
            -3-




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Board of Directors
      Business Day 
 Capital Stock
     Capitalized Lease Obligation
 Cash Equivalents
   -4-




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Change of Control
   -5-




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Code
 Collateral
 Collateral Agent
 Consolidated Depreciation and Amortization Expense
 Consolidated Interest Expense
 Consolidated Net Income provided
    -6-




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Consolidated Total Indebtedness
  Contingent Obligations
 -7-




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Credit Facilities
 Debt to Adjusted Cash EBITDA Ratio
    -8-




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Default
 Disqualified Stock provided, however provided, further
 Domestic Restricted Subsidiary
 Equity Interests
 Equity Offering provided
 -9-




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Event of Loss
 Event of Loss Collateral Account
 Event of Loss Proceeds
      Exchange Act
 Existing Indenture
 Fair Market Value
 -10-




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Fitch
 Fixed Charges
     Floating Rate Notes
 Floating Rate Notes Redemption
 Fully Fund
 GAAP consolidated
 GeoEye-1
 GeoEye-1 Satellite Event of Loss
 Government Securities
  -11-




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guarantee
 Guarantee Guarantee
 Hedging Obligations
   Holder means the Person in whose name a Note is registered on the Registrars books.
 Image Library
 Indebtedness means, with respect to any Person,
    -12-




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Indenture means this Indenture as amended or supplemented from time to time.
 Independent Financial Advisor
 In-Orbit Insurance
 -13-




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Insurance Test Net Debt
 Insurance Test Total Debt
 Intercreditor Agreements
 Investments
  provided,
however
  -14-




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Investment Grade Rating
 Issue Date
 Junior Lien Collateral Indebtedness
 Junior Lien Intercreditor Agreement Exhibit F
 Lien provided, however
 Moodys
 Net Proceeds
 -15-




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Offering Memorandum
 Officer
 Officers Certificate
 Officers Certificate
 Opinion of Counsel
 Original Issuance Restricted Amount
 Pari Passu Intercreditor Agreement Exhibit E
 Permitted Business
 Permitted Investments means:
    -16-




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provided
           -17-




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Permitted Liens
    -18-




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-19-




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provided
    -20-




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provided
    Person
 Preferred Stock
 Rating Agency
 Restricted Investment
 Restricted Subsidiary Restricted Subsidiary
 S&P
 Satellite
 -21-




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Satellite Construction Collateral Account
 Satellite Manufacturer
 Satellite Purchase Agreement
 Satellite Purchaser
 Secured Consolidated Total Indebtedness
 Secured Debt to Adjusted Cash EBITDA Ratio
     -22-




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Secured Indebtedness
 Secured Parties
 Securities Act
 Security Agreement 
 Security Documents
 Senior Unsecured Pari Passu Indebtedness
   -23-




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Significant Subsidiary
 Stated Maturity
 Subsidiary
   Subsidiary Guarantor
 Tangible Assets
 Tender Offer
 Treasury Rate
 -24-




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Trust Indenture Act
 Trust Officer
 Trustee
 Uniform Commercial Code provided, however,
 Unrestricted Subsidiary provided provided
 -25-




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Vendor Financing
 Voting Stock
 Weighted Average Life to Maturity
   Wholly Owned Subsidiary
 Other Definitions
 Defined inTerm
    
    SectionAffiliate Transaction
    
    4.07Agent Members
    
    Appendix AAppendix
    
    PreambleAsset Sale Offer
    
    4.06(b)Bankruptcy Law
    
    6.01Change of Control Date
    
    4.08(b)Change of Control Offer
    
    4.08(a)Change of Control Payment
    
    4.08(b)Change of Control Purchase Date
    
    4.08(b)Clearstream
    
    Appendix ACovenant Defeasance
    
    8.02(b)Covenant Suspension Event
    
    4.12Custodian
    
    6.01Definitive Notes
    
    Appendix ADepository
    
    Appendix AEuroclear
    
    Appendix AEvent of Default
    
    6.01Excess Proceeds
    
    4.06(b)Exchange Notes
    
    PreambleGlobal Notes Legend
    
    Appendix A
 -26-




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Defined inTerm
    
    SectionGlobal Notes
    
    Appendix AGuaranteed Obligations
    
    11.01(a)IAI
    
    Appendix Aincorporated provision
    
    12.01incur
    
    4.03(a)Initial Purchasers
    
    Appendix AIssuer
    
    PreambleLegal Defeasance
    
    8.02(a)Notes
    
    PreambleOffer Period
    
    4.06(d)OID Legend
    
    Appendix AOriginal Notes
    
    PreamblePaying Agent
    
    2.04(a)Permitted Debt
    
    4.03(c)Process Agent
    
    12.10(c)protected purchaser
    
    2.08Purchase Agreement
    
    Appendix AQIB
    
    Appendix AReference Date
    
    4.04(a)Refinancing Indebtedness
    
    4.03(c)Registered Exchange Offer
    
    Appendix ARegistrar
    
    2.04Registration Rights Agreement
    
    Appendix ARegulation S
    
    Appendix AReleased Collateral
    
    10.05(b)Restricted Global Notes
    
    Appendix ARestricted Notes Legend
    
    Appendix ARestricted Payments
    
    4.04(a)Restricted Period
    
    Appendix ARestricted Proceeds Offer
    
    4.17Restricted S Notes
    
    Appendix AReversion Date
    
    4.12Rule 144A Notes
    
    Appendix ARule 144A
    
    Appendix ARule 501
    
    Appendix ASatellite Event of Loss
    
    4.15(d)Securities Custodian
    
    Appendix AShelf Registration Statement
    
    Appendix ASuccessor Company
    
    5.01Successor Subsidiary Guarantor
    
    5.02Suspended Covenants
    
    4.12Transfer Restricted Global Notes
    
    Appendix ATransfer Restricted Notes
    
    Appendix AUnrestricted Definitive Note
    
    Appendix AUnrestricted Global Note
    
    Appendix A
 -27-




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Incorporation by Reference of Trust Indenture Act
 Commission
 indenture securities
 obligor
  Rules of Construction.
         -28-




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$ U.S. Dollars
  
 Amount of Notes.
     Exhibit A Exhibit B
 -29-




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Form and Dating Exhibit A Exhibit B
 Execution and Authentication
     -30-




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Registrar and Paying Agent
 Registrar Paying Agent
  provided however provided, however
 Paying Agent to Hold Money in Trust
 -31-




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Holder Lists
 Transfer and Exchange
    Replacement Notes
 -32-




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protected purchaser
 Every replacement Note is an additional obligation of the Issuer.
  Outstanding Notes
     provided
  -33-




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Temporary Notes
 Cancellation
 Defaulted Interest
 CUSIP Numbers, ISINs, etc
 
 Redemption at Option of Issuer
 -34-




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2013
    
    
    104.813
    %2014 and thereafter
    
    
    100.000
    %
   Optional Redemption Upon Equity Offerings provided
    Method and Effect of Redemption
  -35-




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provided
            -36-




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provided
 Deposit of Redemption Price
 Mandatory Redemption
 
 Payment of Notes
 provided
 -37-




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Reports and Other Information
   provided however
  provided
 -38-




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Incurrence of Indebtedness and Issuance of Preferred Stock
 incur provided however
  Permitted Debt
   -39-




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provided however
 provided however
 provided however
 -40-




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provided
    Refinancing Indebtedness provided however pari passu pari passu
 -41-




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provided
      -42-




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-43-




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Restricted Payments
      Restricted Payments
    -44-




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Reference
Date plus
 plus
 plus
     provided, however, plus
   -45-




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-46-




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provided provided further
 plus
 less
     -47-




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provided however
   Dividend and Other Payment Restrictions Affecting Subsidiaries
   -48-




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provided
        -49-




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provided
  Asset Sales and Events of Loss.
      -50-




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provided
 provided
   
 -51-




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Excess Proceeds Asset Sale Offer
 -52-




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provided provided
    -53-




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Offer
Period
    Transactions with Affiliates
 Affiliate Transaction
  -54-




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-55-




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Change of Control
 Change of Control Payment
 Change
of Control Offer
   Change of Control Purchase Date
    -56-




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provided
     -57-




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Compliance Certificate
 Further Instruments and Acts
 Liens
 Covenant Suspension Covenant Suspension Event Suspended Covenants Reversion Date
  -58-




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Maintenance of Office or Agency
  provided however
  Business Activities
 -59-




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Maintenance of Insurance
     -60-




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-61-




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Satellite Event of Loss
 Future Subsidiary Guarantors; Release of Subsidiary Guarantors
       -62-




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Restriction on Certain Proceeds. Restricted Proceeds Offer
 
 Merger Consolidation or Sale of Assets of the Issuer
   -63-




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Successor Company
       -64-




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Merger, Consolidation or Sale of Assets by a Subsidiary Guarantor
  Successor Subsidiary Guarantor
     -65-




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Events of Default Event of Default
      -66-




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-67-




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Bankruptcy Law Custodian
 Acceleration ipso facto
        -68-




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Other Remedies
  Waiver of Past Defaults
 Control by Majority provided however
 Limitation on Suits
   -69-




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Rights of the Holders to Receive Payment
 Collection Suit by Trustee
 Trustee May File Proofs of Claim
  -70-




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Priorities
     Undertaking for Costs
 Waiver of Stay or Extension Laws
 -71-




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Duties of Trustee
             -72-




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Rights of Trustee
    provided however
     -73-




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Individual Rights of Trustee
 Trustees Disclaimer
 -74-




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Notice of Defaults
 Reports by Trustee to the Holders
  Compensation and Indemnity provided however provided however
 -75-




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Replacement of Trustee
        -76-




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Successor Trustee by Merger
 Eligibility; Disqualification provided however
 Preferential Collection of Claims Against Issuer
 
 Discharge of Liability on Notes
   -77-




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Defeasance
 Legal Defeasance
   -78-




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Covenant Defeasance
    Conditions to Defeasance
   -79-




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st
     Application of Trust Money
 -80-




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Repayment to Issuer
  Indemnity for Government Securities
 Reinstatement provided however
 
 Without Consent of the Holders
   -81-




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With Consent of the Holders
 -82-




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-83-




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Compliance with Trust Indenture Act
 Revocation and Effect of Consents and Waivers
   Notation on or Exchange of Notes
 Trustee and Collateral Agent to Sign Amendments
 -84-




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mutatis mutandis
 Payment for Consent
 Additional Voting Terms
 
 Appointment and Authorization of Trustee as Collateral Agent
    Section 10.02 Security Documents; Collateral.
 Collateral
 -85-




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provided Excluded Collateral
    Further Assurances
  -86-




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Additional Collateral
 Real Estate Mortgages and Filings Premises
    -87-




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Impairment of Security Interest
 Rule 3-16 of Regulation S-X
  Recording, Registration and Opinions
 -88-




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Release of Collateral
 Possession and Use of Collateral
 Satellite Construction Collateral Account; Event of Loss Collateral Account
 
 -89-




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-90-




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Specified Releases of Collateral
 Satisfaction and Discharge; Defeasance
 Release of Collateral in Connection with Asset Sales and Events of Loss Released
Collateral
 -91-




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Purchaser Protected
 Authorization of Actions to Be Taken by the Collateral Agent Under the Security
Documents
   -92-




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Authorization of Receipt of Funds by the Trustee Under the Security Documents
 Powers Exercisable by Receiver or Collateral Agent
 -93-




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Trust Indenture Act Requirements
 
 Guarantees of the Notes
 Guarantor
Obligations
  -94-




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-95-




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Limitation on Liability; Release and Discharge
 Execution and Delivery
 -96-




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Right of Contribution
 No Subrogation
 
 Trust Indenture Act Controls incorporated provision
 Section 12.02 Notices.
   
 -97-




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Communication by the Holders with Other Holders
 Certificate and Opinion as to Conditions Precedent
   -98-




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Statements Required in Certificate or Opinion
    provided however
 When Notes Disregarded
 Rules by Trustee, Paying Agent and Registrar
 Legal Holidays
 Governing Law; Waiver of Trial by Jury
 -99-




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Jurisdiction; Consent to Service of Process
   Process Agent
 No Recourse Against Others
 -100-




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Successors
 Multiple Originals
 Table of Contents; Headings
 Indenture Controls
 Severability
 -101-




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GeoEye, Inc.By:
    /s/ Joseph F. GreevesName:
    Joseph F. GreevesTitle:
    Executive Vice  President

and Chief  Financial  OfficerORBIMAGE Inc.By:
    /s/ William L. WarrenName:
    William L. WarrenTitle:
    Senior Vice President,

General Counsel and SecretaryORBIMAGE SI Holdco Inc.By:
    /s/   William L. WarrenName:
    William L. WarrenTitle:
    Vice President and SecretaryORBIMAGE SI Opco Inc.By:
    /s/ William L. WarrenName:
    William L. WarrenTitle:
    Vice President and Secretaryi5, Inc.By:
    /s/ William L. WarrenName:
    William L. WarrenTitle:
    Vice President and Secretary




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M.J. Harden Associates, Inc.By:
    /s/ William L. WarrenName:
    William L.   WarrenTitle:
    Vice  President  and SecretaryORBIMAGE License Corp.By:
    /s/ William L. WarrenName:
    William L. WarrenTitle:
    Vice President  and  Secretary




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THE BANK OF NEW YORK MELLON, as
TrusteeBy:
    /s/ Christopher GreeneName:
    Christopher GreeneTitle:
    Vice PresidentTHE BANK OF NEW YORK MELLON, as Collateral AgentBy:
    /s/ Christopher GreeneName:
    Christopher GreeneTitle:
    Vice President




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Premises Owned by the Issuer or a Subsidiary Guarantor on the Issue Date
 ORBIMAGE SI Opco Inc.
 Premises Acquired and Owned by the Issuer or a Subsidiary Guarantor after the Issue Date




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Definitions
 Definitions
  Clearstream
 Definitive Note
 Depository
 Euroclear
 Global Notes Legend
 IAI
 Initial Purchasers
 OID Legend
 Purchase Agreement
 QIB
 Registered Exchange Offer
 App. A-1




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Registration Rights Agreement
 Regulation S
 Regulation S Notes
 Restricted Notes Legend
 Restricted Period
 Rule 144A
 Rule 144A Notes
 Rule 501
 Securities Custodian
 Shelf Registration Statement
 Transfer Restricted Global Notes
 Transfer Restricted Notes
 Unrestricted Definitive Note
 Unrestricted Global Note
 App. A-2




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The Notes
 Form and Dating; Global Notes
 Global Notes Restricted Global Notes Regulation
S Global Notes Global Notes
 Agent Members
  App. A-3




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Transfer and Exchange
 Transfer and Exchange of Global Notes
 Transfer and Exchange of Beneficial Interests in Global Notes
 Transfer of Beneficial Interests in the Same Global Note provided however
 App. A-4




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All Other Transfers and Exchanges of Beneficial Interests in Global Notes
 Transfer of Beneficial Interests to Another Restricted Global Note
 Transfer and Exchange of Beneficial Interests in a Transfer Restricted Global Note
for Beneficial Interests in an Unrestricted Global Note
    App. A-5




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##### 



Transfer and Exchange of Beneficial Interests in an Unrestricted Global Note for
Beneficial Interests in a Restricted Global Note
 Transfer and Exchange of Beneficial Interests in Global Notes for Definitive Notes
 Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes
 Transfer Restricted Notes to Beneficial Interests in Restricted Global
Notes
    App. A-6




---



##### 



Transfer Restricted Notes to Beneficial Interests in Unrestricted Global Notes
    App. A-7




---



##### 



Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes
 Unrestricted Definitive Notes to Beneficial Interests in Restricted Global
Securities
 Transfer and Exchange of Definitive Notes for Definitive Notes
 Transfer Restricted Notes to Transfer Restricted Notes
   App. A-8




---



##### 



Transfer Restricted Notes to Unrestricted Definitive Notes
    Unrestricted Definitive Notes to Transfer Restricted Notes
 Legend
   App. A-9




---



##### 



App. A-10




---



##### 



Cancellation or Adjustment of Global Note
 App. A-11




---



##### 



Obligations with Respect to Transfers and Exchanges of Notes
     No Obligation of the Trustee
  App. A-12




---



##### 



App. A-13




---



##### 



A-1




---



##### 



A-2




---



##### 



No.
    
    Principal Amount $ [, or such
other amount as shall be set forth in the Schedule of
Increases or Decreases in Global Note attached hereto]
  CUSIP NO.:
    
    [_]1ISIN:
    
    [_]2
      
 1
    
    144A CUSIP: 37250WAA6. AI CUSIP: 37250WAB4. Reg S CUSIP: U32343 AAO.2
    
    144A ISIN: US37250WAA62. AI
ISIN: US37250WAB46. Reg S ISIN: USU32343AA00. A-3




---



##### 



GEOEYE, INC.By:Name:Title:  A-4




---



##### 



TRUSTEES CERTIFICATE OF AUTHENTICATIONTHE BANK OF NEW YORK MELLON, as Trustee, certifies that this is one of the Notes
referred to in the 
within-mentioned Indenture.By:Authorized SignatoryTitle:
 A-5




---



##### 



Interest
 Issuer 3 4
 Registration Rights Agreement
 Method of Payment
 provided however
 
 3
    
    Only with respect to the Notes issued on the Issue Date.4
    
    Only with respect to the Notes issued on the Issue Date. A-6




---



##### 



Paying Agent and Registrar
 Trustee
 Indenture; Subsidiary Guarantors
 Trust Indenture Act
   Security
  A-7




---



##### 



Redemption and Repurchase
  Optional Redemption upon Equity Offerings
   Redemption at Option of Issuer
 Year
    
    Percentage2013
    
    
    104.813
    %2014 and thereafter
    
    
    100.00
    %
  Applicable Premium
   A-8




---



##### 



Treasury Rate
 Mandatory Redemption
  Denominations; Transfer; Exchange
  Persons Deemed Owners
  Unclaimed Money
  Discharge and Defeasance
  A-9




---



##### 



Amendment, Waiver
  Defaults and Remedies
  Trustee Dealings with the Issuer
  No Recourse Against Others
  Authentication
  A-10




---



##### 



Abbreviations
  Governing Law
 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
 CUSIP Numbers, ISINs and Common Codes
  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-11




---



##### 



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-12




---



##### 



o
    
    has requested the Registrar by written order to deliver in exchange for its
beneficial interest in the Global Note held by the Depository a Note or Notes in
definitive, registered form of authorized denominations and in an aggregate
principal amount equal to its beneficial interest in such Global Note (or the
portion thereof indicated above);o
    
    has requested the Registrar by written order to exchange or register the transfer
of a Note or Notes, including exchanges or transfers between Global Notes.
   (1
    )
    
    o
    
    to the Issuer; or(2
    )
    
    o
    
    to the Registrar for registration in the name of the Holder, without transfer; or(3
    )
    
    o
    
    pursuant to an effective registration statement under the Securities Act of 1933; or(4
    )
    
    o
    
    inside the United States to a qualified institutional buyer (as defined in Rule 144A
under the Securities Act of 1933) that purchases for its own account or for the account of
a qualified institutional buyer to whom notice is given that such transfer is being made in
reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the
Securities Act of 1933; or(5
    )
    
    o
    
    outside the United States in an offshore transaction within the meaning of Regulation S
under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and
such Security shall be held immediately after the transfer through Euroclear or Clearstream
until the expiration of the Restricted Period (as defined in the Indenture); or(6
    )
    
    o
    
    to an institutional accredited investor (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the
Trustee a signed letter containing certain representations and agreements; or
 A-13




---



##### 



(7
    )
    
    o
    
    pursuant to another available exemption from registration provided by Rule 144 under
the Securities Act of 1933.
 provided however
 Date:
    
    Your Signature:
 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-14




---



##### 



Date:
    
    NOTICE: To be executed by an executive officer
 A-15




---



##### 



Principal amount ofAmount of decrease
    
    Amount of increase
    
    this Global Note
    
    Signature of authorizedDate of
    
    in Principal Amount
    
    in Principal Amount
    
    following such
    
    signatory of Trustee orExchange
    
    of this Global Note
    
    of this Global Note
    
    decrease or increase
    
    Securities Custodian
 A-16




---



##### 



OPTION OF HOLDER TO ELECT PURCHASE
  o o o
   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-17




---



##### 



B-1




---



##### 



No.
    
    Principal Amount $[, or such
other amount as shall be set forth in the Schedule of
Increases or Decreases in Global Note attached hereto]
  CUSIP NO.: 37250WAC2ISIN: US37250WAC29
      B-2




---



##### 



GEOEYE, INC.By:Name:Title:  B-3




---



##### 



TRUSTEES CERTIFICATE OF AUTHENTICATIONTHE BANK OF NEW YORK MELLON, as Trustee, certifies that this is one of the Notes
referred to in the 
within-mentioned Indenture.By:Authorized SignatoryTitle:
 B-4




---



##### 



Interest
 Issuer
 Method of Payment
 provided however
 Paying Agent and Registrar
 Trustee
 B-5




---



##### 



Indenture; Subsidiary Guarantors
 Indenture Trust Indenture Act
   Security
  Redemption and Repurchase
  Optional Redemption upon Equity Offerings
 B-6




---



##### 



Redemption at Option of Issuer
 Year
    
    Percentage2013
    
    
    104.813
    %2014 and thereafter
    
    
    100.00
    %
  Applicable Premium
   Treasury Rate
 B-7




---



##### 



Mandatory Redemption
  Denominations; Transfer; Exchange
  Persons Deemed Owners
  Unclaimed Money
  Discharge and Defeasance
  Amendment, Waiver
  B-8




---



##### 



Defaults and Remedies
  Trustee Dealings with the Issuer
  No Recourse Against Others
  Authentication
  Abbreviations
  B-9




---



##### 



Governing Law
 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
 CUSIP Numbers, ISINs and Common Codes
  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.
 B-10




---



##### 



Date:
    
    
    
    
    
    Your Signature:
    
    (Sign
exactly as your name appears on the
other side of this Note)
  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
 B-11




---



##### 



Principal amount ofAmount of decrease
    
    Amount of increase
    
    this Global Note
    
    Signature of authorizedDate of
    
    in Principal Amount
    
    in Principal Amount
    
    following such
    
    signatory of Trustee orExchange
    
    of this Global Note
    
    of this Global Note
    
    decrease or increase
    
    Securities Custodian
 B-12




---



##### 



OPTION OF HOLDER TO ELECT PURCHASE
  o o o
   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
 B-13




---



##### 



Name:Address:
 Taxpayer ID Number:
  provided
  C-1




---



##### 



TRANSFEREE:By:
 C-2




---



##### 



Supplemental Indenture New Subsidiary Guarantor Issuer Trustee
 RECITALS
 Indenture Notes
    Defined Terms
 Agreement To Guarantee
 D-1




---



##### 



Notices
 Ratification of Indenture; Supplemental Indentures Part of Indenture
 Governing Law THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
 Trustee Makes No Representation
 Counterparts
 Effect of Headings
 D-2




---



##### 



[NEW SUBSIDIARY GUARANTOR]By:Name:Title:GEOEYE, INC.By:Name:Title:[Existing Subsidiary Guarantors]
THE BANK OF NEW YORK MELLON, 
as TrusteeBy:Name:Title: D-3