exv10w2






Exhibit 10.2




Execution Version




PURCHASE AGREEMENT




GEOEYE, INC.



Floating Rate Senior Notes due 2016



Purchase Agreement



March 22, 2010




Cerberus Satellite LLC

c/o Cerberus Capital Management, L.P.

22nd Floor

299 Park Avenue

New York, New York 10171



Ladies and Gentlemen:




     GeoEye, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Cerberus
Satellite LLC (the “Purchaser”) $100,000,000 aggregate principal amount of its Floating Rate Senior
Notes due 2016 (the “Securities”) at a price equal to 100% of the aggregate principal amount
thereof. The Securities will be issued pursuant to an Indenture to be dated as of the first
Closing Date in the form attached hereto as Exhibit A (the “Indenture”) among the Company,
the guarantors party to this Agreement (the “Guarantors”) and the trustee set forth on the
signature page thereto (the “Trustee”), and will be guaranteed on an senior unsecured basis by each
of the Guarantors (the “Guarantees”).



     The Securities will be sold to the Purchaser without being registered under the
Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom.



     Holders of the Securities (including the Purchaser and its direct and indirect transferees)
will be entitled to the benefits of a Registration Rights Agreement, to be dated the first Closing Date and substantially in the form attached hereto as Exhibit B (the
"Registration Rights Agreement”), pursuant to which the Company and the Guarantors will agree to
file one or more registration statements with the Securities and Exchange Commission (the
"Commission”) providing for the registration under the Securities Act of the Registrable Securities
or the Exchange Securities referred to in the Registration Rights Agreement.



     The Company hereby confirms its agreement with the Purchaser concerning the purchase and
resale of the Securities, as follows:



     1. Purchase and Resale of the Securities. (a) The Company agrees to issue and sell
the Securities to the Purchaser as provided in this Agreement, and the Purchaser, on the basis of
the representations, warranties and agreements set forth herein and subject to the conditions set
forth herein, agrees to purchase from the Company the principal amount of Securities
pursuant to



 









 




up to four Closings as described in Section 2 at a price and on the terms set forth in this
Agreement. Notwithstanding the foregoing, the Company will not be obligated to issue and sell the
Securities and the Purchaser will not be obligated to purchase the Securities unless the Company
elects to give an initial Closing Notice pursuant to Section 2. The Company will not be obligated
to deliver any of the Securities except upon payment for such applicable Securities to be purchased
on the applicable Closing Date as provided herein.




     (b) The Purchaser represents, warrants and agrees that:




     (i) The Purchaser is a qualified institutional buyer within the meaning of Rule 144A
under the Securities Act (a “QIB”) or an accredited investor within the meaning of Rule
501(a) under the Securities Act;




     (ii) The Purchaser is acquiring the Securities for its own account and not with a view
towards, or for resale in connection with, the public sale or distribution thereof, other
than in connection with any syndication of the Securities to QIBs or to institutional
accredited investors within the meaning of Rule 501(a) under the Securities Act and except
pursuant to sales registered or exempted under the Securities Act; provided,
however, that by making the representations herein, the Purchaser does not agree to
hold any of the Securities for any minimum or other specific term and reserves the right to
dispose of the Securities at any time in accordance with or pursuant to a registration
statement or an exemption under the Securities Act;




     (iii) The Purchaser and its advisors, if any, have been furnished with all materials
relating to the business, finances and operations of the Company and materials relating to
the offer and sale of the Securities which have been requested by the Purchaser. The
Purchaser and its advisors, if any, have been afforded the opportunity to ask
questions of the Company. Neither such inquiries nor any other due diligence investigations
conducted by the Purchaser or its advisors, if any, or its representatives shall modify,
amend or affect the Purchaser’s right to rely on the Company’s representations and
warranties contained herein. The Purchaser understands that its investment in
the Securities involves a high degree of risk. The Purchaser has sought such accounting,
legal and tax advice as it has considered necessary to make an informed investment decision
with respect to its acquisition of the Securities; and




     (iv) The Purchaser understands that no Governmental Authority has passed on
or made any recommendation or endorsement of the Securities or the fairness or suitability
of the investment in the Securities nor have such authorities passed upon or endorsed the
merits of the offering of the Securities.



     (c) The Purchaser acknowledges and agrees that the Company and, for purposes of the opinion to
be delivered to the Purchaser pursuant to Sections 5(e), Latham & Watkins LLP, counsel for the
Company, may rely upon the accuracy on a Closing Date of the representations and warranties of the
Purchaser, and compliance by the Purchaser with its agreements, contained in paragraph (b) above,
and the Purchaser hereby consents to such reliance.



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     2. Payment and Delivery. (a) Payment for and delivery of the applicable Securities
(each, a “Closing”) will be made at the offices of Schulte Roth & Zabel LLP at 10:00 A.M., New
York City time, on such dates as provided below. The Company may notify the Purchaser of such
closing date by delivering a written notice to the Purchaser (the “Closing Notice”), which shall
set forth (i) the proposed Closing Date and (ii) the principal amount of Securities required to be
purchased by the Purchaser on the applicable Closing Date, which principal amount shall be a
minimum of $25,000,000, and shall not exceed in the aggregate $100,000,000 less any principal
amount of Securities purchased pursuant on any prior Closing Date. The Closing Notice shall be
delivered at least five (5) business days prior to the Closing Date set forth in such Closing
Notice. There shall be no more than four Closings and no Closing Date shall occur after June 30,
2011. In the event the Company elects to have at least one Closing, the Company shall be required
to make additional Closing(s), not to exceed four Closings in the aggregate, such that the Company
shall sell and the Purchaser shall purchase an aggregate of $100,000,000 in principal amount of
Securities prior to June 30, 2011, subject to the conditions set forth in Sections 5 and 6. The
time and date of a Closing is referred to herein as a “Closing Date.”



     (b) Payment for the Securities shall be made by wire transfer in immediately available funds
to the account(s) specified by the Company to the Purchaser against delivery to the nominee of The
Depository Trust Company, for the account of the Purchaser, of one or more global notes
representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in
connection with the sale of the Securities duly paid by the Company. The Global Note will be made
available for inspection by the Purchaser not later than 1:00 P.M., New York City time, on the
business day prior to the applicable Closing Date.



     3. Representations and Warranties of the Company and the Guarantors. The Company and
the Guarantors jointly and severally represent and warrant to the Purchaser that:



     (a) SEC Documents. Except as disclosed in the Filed SEC Documents, the Company has timely
filed all SEC Documents required to be filed by it with the Commission. Except to the extent that
information contained in any Filed SEC Document has been revised or superseded by a later Filed SEC
Document, as of their respective filings dates, the SEC Documents complied in all material respects
with the requirements of the Exchange Act and the rules and regulations of the Commission
thereunder applicable to the SEC Documents, and none of the SEC Documents contain (or at the time
they were filed with the Commission, contained) any untrue statement of a material fact or omit
(or, at the time they were filed with the Commission, omitted) to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. Except to the extent that information
contained in any Delivered Additional Information has been revised or superseded by later Delivered
Additional Information, none of the Additional Information, other than the projections and other
forward looking statements described in Section 3(mm), contains (or, at the time provided to the
Purchaser or its affiliates, contained) any untrue statement of a material fact or omits (or, at
the time provided to the Purchaser or its affiliates, omitted) to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.



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     (b) Financial Statements. Except to the extent that a Filed SEC Document is revised or
superseded by a later Filed SEC Document, the financial statements and the related notes thereto
included or incorporated by reference in each of the SEC Documents present fairly the financial
position of the Company and its subsidiaries as of the dates indicated and the results of their
operations and the changes in their cash flows for the periods specified, such financial statements
have been prepared in conformity with generally accepted accounting principles in the United States
applied on a consistent basis throughout the periods covered thereby (“GAAP”), (except as may be
indicated on the notes thereto or, in the case of an interim financial statement, for normal
recurring year-end adjustments that are not material in nature or amount), and the other financial
information included or incorporated by reference in each of SEC Documents has been derived from
the accounting records of the Company and its subsidiaries and presents fairly the information
shown thereby.



     (c) No Material Adverse Effect. Since September 30, 2009 (i) no Material Adverse Effect has
occurred and is continuing; (ii) through the date hereof, there has not been any change in the
capital stock or long-term debt of the Company or any of its subsidiaries, or any dividend or
distribution of any kind declared, set aside for payment, paid or made by the Company on any class
of capital stock; and (iii) through the date hereof, neither the Company nor any of its
subsidiaries has entered into any transaction or agreement that is material to the Company and its
subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that
is material to the Company and its subsidiaries taken as a whole; except in the case of each of
clauses (i), (ii) and (iii), as otherwise disclosed in the Filed SEC Documents.



     (d) Organization and Good Standing. The Company and each of its subsidiaries have been duly
organized and are validly existing and in good standing under the laws of their respective
jurisdictions of organization, are duly qualified to do business and are in good standing in each
jurisdiction in which their respective ownership or lease of property or the conduct of their
respective businesses requires such qualification, and have all power and authority necessary to
own or hold their respective properties and to conduct the businesses in which they are engaged,
except where the failure to be so qualified, in good standing or have such power or authority would
not, individually or in the aggregate, (i) reasonably be expected to have a Material Adverse Effect
or (ii) reasonably be expected to impair in any material respect the ability of the Company to
perform its obligations when due under this Agreement or any other Transaction Document. The
Company has no subsidiary other than the subsidiaries listed in Schedule 3(d) to this
Agreement.



     (e) Capitalization. As of March 18, 2010, the authorized capital stock of the Company
consists of 50,000,000 shares of Common Stock, of which as of the date hereof, 21,105,983 are
issued and outstanding and 2,707,930 shares are reserved for issuance pursuant to securities
exercisable or exchangeable for, or convertible into, shares of Common Stock. All of such
outstanding shares have been, or upon issuance will be, validly issued and are fully paid and
nonassessable. The outstanding shares of a capital stock or other equity interests of the Company
and each subsidiary of the Company have been duly and validly authorized and issued, are fully paid
and non-assessable and, in the case of the subsidiaries, except with respect to the liens securing
the Company’s 9.625% Senior Secured Notes due 2015 (the “Senior Secured Notes”) and inchoate liens
arising by operation of law, are owned directly or indirectly by the Company, free and clear of an
lien, charge, encumbrance, security interest, restriction on voting



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or transfer or any other claim of any third party. Except as set forth on Schedule
3(e) or as permitted pursuant to the indenture for the Senior Secured Notes (the “Senior
Secured Notes Indenture”) and the Indenture, there are no outstanding debt securities, notes,
credit agreements, credit facilities or other agreements, documents or instruments evidencing
Indebtedness of the Company or any of its subsidiaries or by which the Company or any of its
subsidiaries is or may become bound.




     (f) Due Authorization. The Company and each of the Guarantors have the power and authority to
execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set
forth therein), the Exchange Securities and the Registration Rights Agreement (collectively, the
"Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and
all action required to be taken for the due and proper authorization, execution and delivery of
each of the Transaction Documents and the consummation of the transactions contemplated thereby has
been duly and validly taken.



     (g) The Indenture. The Indenture has been duly authorized by the Company and each of the
Guarantors and, when duly executed and delivered in accordance with its terms by each of the
parties thereto, will constitute a valid and legally binding agreement of the Company and each of
the Guarantors enforceable against the Company and each of the Guarantors in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws
affecting the enforcement of creditors’ rights generally or by equitable principles relating to
enforceability (collectively, the “Enforceability Exceptions”); and on the applicable Closing Date,
the Indenture will conform in all material respects to the applicable requirements of the Trust
Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the
Commission applicable to an indenture that is qualified thereunder.



     (h) The Securities and the Guarantees. The Securities have been duly authorized by the
Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture
and paid for as provided herein, will be duly and validly issued and outstanding and will
constitute valid and legally binding obligations of the Company enforceable against the Company in
accordance with their terms, subject to the Enforceability Exceptions, and shall be free from all
preemptive or similar rights or other Liens and will be entitled to the benefits of the Indenture;
and the Guarantees have been duly authorized by each of the Guarantors and, when the Securities
have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid
for as provided herein, will be valid and legally binding obligations of each of the Guarantors,
enforceable against each of the Guarantors in accordance with their terms, subject to the
Enforceability Exceptions, and will be entitled to the benefits of the Indenture.



     (i) The Exchange Securities. On the Closing Date, the Exchange Securities (including the
related guarantees) will have been duly authorized by the Company and each of the Guarantors and
when the Exchange Securities are issued, executed and authenticated as contemplated by the
Registration Rights Agreement, the Exchange Securities will be duly and validly issued and
outstanding and will constitute valid and legally binding obligations of the Company, as issuer,
and each of the Guarantors, as guarantor, enforceable against the Company and each of the
Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be
entitled to the benefits of the Indenture.



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     (j) Purchase and Registration Rights Agreements. This Agreement has been duly authorized,
executed and delivered by the Company and each of the Guarantors; and the Registration Rights
Agreement has been duly authorized by the Company and each of the Guarantors and on the first
Closing Date will be duly executed and delivered by the Company and each of the Guarantors and,
when duly executed and delivered in accordance with its terms by each of the parties thereto, will
constitute a valid and legally binding agreement of the Company and each of the Guarantors
enforceable against the Company and each of the Guarantors in accordance with its terms, subject to
the Enforceability Exceptions, and except that rights to indemnity and contribution thereunder may
be limited by applicable law and public policy.



     (k) No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in
violation of its charter or by-laws or similar organizational documents; (ii) in default, and no
event has occurred that, with notice or lapse of time or both, would constitute such a default, in
the due performance or observance of any term, covenant or condition contained in any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or
any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or
to which any of the property or assets of the Company or any of its subsidiaries is subject; or
(iii) in violation of any law or statute or any Governmental Order, rule or regulation of any
Governmental Authority, except, in the case of clauses (ii) and (iii) above, for any such default
or violation that would not, individually or in the aggregate, (x) reasonably be expected to have a
Material Adverse Effect or (y) reasonably be expected to impair in any material respect the ability
of the Company to perform its obligations when due under this Agreement or any other Transaction
Document.



     (l) No Conflicts. The execution, delivery and performance by the Company and each of the
Guarantors of each of the Transaction Documents to which each is a party, the issuance and sale of
the Securities (including the Guarantees) and compliance by the Company and each of the Guarantors
with the terms thereof and the consummation of the transactions contemplated by the Transaction
Documents will not (i) conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company or any of its subsidiaries
pursuant to, or give to others any rights of termination, amendment, acceleration or cancellation
of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of the Company or any of its
subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws
or similar organizational documents of the Company or any of its subsidiaries or (iii) result in
the violation of any law or statute or any judgment, order, rule or regulation of any Governmental
Authority, except, in the case of clauses (i) and (iii) above, for any such conflict, breach,
violation or default that would not, individually or in the aggregate, (x) reasonably be expected
to have a Material Adverse Effect or (y) reasonably be expected to impair in any material respect
the ability of the Company to perform its obligations when due under this Agreement or any other
Transaction Document.



     (m) No Consents Required. No material consent, approval, authorization, order, registration
or qualification of or with any Governmental Authority is required for the execution,



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delivery and performance by the Company and each of the Guarantors of each of the Transaction
Documents to which each is a party, the issuance and sale of the Securities (including the
Guarantees) and compliance by the Company and each of the Guarantors with the terms thereof and the
consummation of the transactions contemplated by the Transaction Documents, except for such
consents, approvals, authorizations, orders and registrations or qualifications as may be required
(i) under applicable state securities laws in connection with the purchase and resale of the
Securities by the Purchaser and (ii) with respect to the Exchange Securities (including the
related guarantees) under the Securities Act, the Trust Indenture Act and applicable state
securities laws as contemplated by the Registration Rights Agreement.




     (n) Legal Proceedings. There are no legal, governmental or regulatory investigations,
actions, suits, protests, arbitrations, claims, challenges or proceedings (collectively,
"Litigation”) pending to which the Company or any of its subsidiaries is or may be a party or to
which any property of the Company or any of its subsidiaries is or may be the subject and no such
Litigation is, to the Knowledge of the Company, threatened or contemplated by any Governmental
Authority or by others that, individually or in the aggregate, if determined adversely to the
Company or any of its subsidiaries, would (i) reasonably be expected to have a Material Adverse
Effect or (ii) reasonably be expected to impair in any material respect the ability of the Company
to perform its obligations when due under this Agreement or any other Transaction Document.



     (o) Independent Accountants. Each of KPMG LLP and BDO Seidman, LLP, who have certified
certain financial statements of the Company and its subsidiaries, at all applicable times have been
independent public accountants with respect to the Company and its subsidiaries within the
applicable rules and regulations adopted by the Commission and the Public Company Accounting
Oversight Board (United States) and as required by the Securities Act.



     (p) Real and Personal Property. The Company and its subsidiaries have good and marketable
title in fee simple to, or have valid rights to lease or otherwise use, all items of real and
personal property that are material to the respective businesses of the Company and its
subsidiaries, in each case free and clear of all Liens except those that (i) are Permitted Liens,
(ii) do not materially interfere with the use made and proposed to be made of such property by the
Company and its subsidiaries or (iii) would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. Except as disclosed in the Filed SEC Documents, (x)
each of the Satellites are in good operating condition and (y) the Company and its subsidiaries
have maintained in good operating condition and repair (subject to ordinary wear and tear) all
other material items of real and personal property of the Company and its subsidiaries.



     (q) Title to Intellectual Property. In all material respects, the Company and its
subsidiaries own or possess adequate rights to use all patents, patent applications, trademarks,
service marks, trade names, trademark registrations, service mark registrations, copyrights,
licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary
or confidential information, systems or procedures) (collectively, the “Intellectual Property”)
necessary for the conduct of their respective businesses as currently conducted. The conduct of
the Company and its subsidiaries’ respective businesses as currently conducted will not conflict
with any Intellectual Property rights of others, and the Company and its subsidiaries



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have not received any written notice of any claim of infringement of or conflict with any
Intellectual Property rights of others, except in each case that would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.




     (r) No Undisclosed Relationships. As of the date hereof, except as disclosed in the Filed SEC
Documents, no relationship, direct or indirect, exists between or among the Company or any of its
subsidiaries, on the one hand, and the directors, officers, stockholders or other affiliates of the
Company or any of its subsidiaries, on the other hand, that would be required to be disclosed in a
registration statement on Form S-4 pursuant to Rule 404 of Regulation S-K.



     (s) Investment Company Act. Neither the Company nor any of its subsidiaries is, and after
giving effect to the offering and sale of the Securities and the application of the proceeds
thereof as described in Section 4(b) none of them will be, an “investment company” or an entity
“controlled” by an “investment company” within the meaning of the Investment Company Act of 1940,
as amended, and the rules and regulations of the Commission thereunder (collectively, the
"Investment Company Act”).



     (t) Taxes. Except as set forth in the Filed SEC Documents or as would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its
subsidiaries have paid all federal, state, local and foreign taxes (except for any taxes that are
reasonably contested in good faith and as for which adequate reserves are established in accordance
with generally accepted accounting principles) and filed all tax returns required to be paid or
filed through the date hereof; and except as otherwise disclosed in the Filed SEC Documents, there
is no tax deficiency that has been, or would reasonably be expected to be, asserted against the
Company or any of its subsidiaries or any of their respective properties or assets except for any
tax deficiency that, individually or together with any other tax deficiency of the Company and its
subsidiaries, would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.



     (u) Licenses and Permits. The Company and its subsidiaries possess all licenses, approvals,
certificates, permits and other authorizations issued by, and have made all declarations,
notifications and filings with, the appropriate Governmental Authorities that are necessary for the
ownership or lease of their respective properties or the conduct of their respective businesses as
described in the Filed SEC Documents, except where the failure to possess or make the same would
not, individually or in the aggregate, (x) reasonably be expected to have a Material Adverse Effect
or (y) reasonably be expected to impair in any material respect the ability of the Company to
perform its obligations when due under this Agreement or any other Transaction Document; and except
as described in the Filed SEC Documents, to the Knowledge of the Company, (i) neither the Company
nor any of its subsidiaries has received notice of any revocation or material and adverse
modification of any such license, certificate, permit or authorization, (ii) there are no events,
facts, changes or circumstances that would reasonably be expected to result in any such license,
certificate, permit or authorization not being renewed in the ordinary course and (iii) there are
no events facts, changes or circumstances that would reasonably be expected to result in any
material license, certificate, permit or authorization required for GeoEye-2 not being obtained.



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     (v) No Labor Disputes. No labor disturbance by or dispute with employees of the Company or
any of its subsidiaries exists or, to the Knowledge of the Company, is contemplated or threatened
and to the Knowledge of the Company there is no existing or imminent labor disturbance by, or
dispute with, the employees of any of the Company’s or any of the Company’s subsidiaries’ principal
suppliers, contractors or customers, except as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.



     (w) Compliance With Environmental Laws. (i) The Company and its subsidiaries (A) are in
compliance with any and all applicable federal, state, local and foreign laws, rules, regulations,
requirements, decisions and orders relating to the protection of human health or safety, the
environment, hazardous or toxic substances or wastes, pollutants or contaminants (collectively,
"Environmental Laws”), (B) have received and are in compliance with all permits, licenses,
certificates or other authorizations or approvals required of them under applicable Environmental
Laws to conduct their respective businesses, and (C) have not received notice of any actual or
potential liability under or relating to any Environmental Laws, including for the investigation or
remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or
contaminants, and to the Knowledge of the Company there is no event or condition that would
reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities
associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the
case of each of (i) and (ii) above, as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect; and (iii) except as described in the Filed SEC
Documents, (A) there are no proceedings that are pending, or that are Known by the Company to be
contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which
a Governmental Authority is also a party, other than such proceedings regarding which it is
reasonably believed no monetary sanctions of $100,000 or more will be imposed, (B) the Company has
no Knowledge of any failures to comply with or changes in compliance with Environmental Laws, or
liabilities or other obligations under Environmental Laws or concerning hazardous or toxic
substances or wastes, pollutants or contaminants, that could reasonably be expected to have a
material effect on the capital expenditures, earnings or competitive position of the Company and
its subsidiaries, and (C) none of the Company and its subsidiaries anticipates material capital
expenditures relating to any Environmental Laws.



     (x) Compliance With ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company
or any member of its “Controlled Group” (defined as any organization which is a member of a
controlled group of corporations within the meaning of Section 414 of the Code) would have any
liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of
any applicable statutes, Governmental Orders, rules and regulations, including but not limited to
ERISA and the Code, except where the failure to maintain compliance with such terms and
requirements would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect; (ii) (A) except as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, no prohibited transaction, within the meaning of
Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding
transactions effected pursuant to a statutory or administrative exemption; (B) for each Plan that
is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated
funding deficiency” (as



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defined in Section 412 of the Code), whether or not waived, has occurred or is reasonably
expected to occur; (C) the fair market value of the assets of each Plan exceeds the present value
of all benefits accrued under such Plan (determined based on those assumptions used to fund such
Plan); (D) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or
is reasonably expected to occur; and (E) neither the Company nor any member of the Controlled Group
has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than
contributions to the Plan or premiums to the PBGC, in the ordinary course and without default) in
respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(a)(3) of
ERISA).




     (y) Disclosure Controls. Except as disclosed in the Filed SEC Documents, the Company and its
subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in
Rule 13a — 15(e) of the Exchange Act) that is designed to ensure that information required to be
disclosed by the Company in reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the Commission’s rules and
forms, including controls and procedures designed to ensure that such information is accumulated
and communicated to the Company’s management as appropriate to allow timely decisions regarding
required disclosure. The Company and its subsidiaries have carried out evaluations of the
effectiveness of their disclosure controls and procedures as required by Rule 13a — 15 of the
Exchange Act as of June 30, 2009.



     (z) Accounting Controls. Except as disclosed in the Filed SEC Documents, the Company and its
subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule
13a — 15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have
been designed by, or under the supervision of, their respective principal executive and principal
financial officers, or Persons performing similar functions, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. Except as disclosed
in the Filed SEC Documents, the Company and its subsidiaries maintain internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in accordance with
management’s general or specific authorizations; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally accepted accounting
principles and to maintain asset accountability; (iii) access to assets is permitted only in
accordance with management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. To the Knowledge of the Company,
except as disclosed in the Filed SEC Documents, there are no material weaknesses or significant
deficiencies in the Company’s internal controls.



     (aa) Insurance. Schedule 3(aa) sets forth all insurance of the Company and its
subsidiaries that are in effect as of the date hereof. The Company and its subsidiaries have
insurance covering against losses and risks in such amounts as is reasonably prudent and customary
in the business in which they are engaged; and neither the Company nor any of its subsidiaries has
Knowledge of any events or circumstances that would reasonably be expected to result in the Company
not being able to renew its existing insurance coverage as and when such coverage expires or to
obtain similar coverage at a cost that would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. The insurance set forth on



10









 




Schedule 3(aa) complies with the requirements of the indenture for the Company’s
Senior Secured Notes. To the Knowledge of the Company, it will be able to obtain insurance for or
in connection with GeoEye-2 at the levels and amounts required by the Senior Secured Notes
Indenture.




     (bb) No Unlawful Payments. Neither the Company nor any of its subsidiaries nor, to
the Knowledge of the Company, any director, officer, employee, agent, consultant, reseller,
distributor, channel partner or other representative of the Company or any of its subsidiaries, or
any other Person acting on behalf of or in concert with the Company or any of its subsidiaries,
has, directly or indirectly, (i) used any funds for any unlawful contribution, gift, gratuity,
entertainment or other unlawful expense related to political activity; (ii) made any payment or
offered, promised or authorized the payment of anything of value, regardless of form, whether in
money, property or services, to any foreign or domestic government official or employee, or any
political party, candidate for political office or official or employee of a public international
organization, for the purpose of influencing any act or decision of any official or government
entity or securing any improper advantage; (iii) violated or is in violation of any provision of
the Foreign Corrupt Practices Act of 1977, as amended; or (iv) made or offered any bribe, rebate,
payoff, influence payment, kickback or other unlawful payment.



     (cc) Compliance with Money Laundering Laws. The operations of the Company and its
subsidiaries are and have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or
enforced by any Governmental Authority (collectively, the “Money Laundering Laws”) and no
Litigation by or before any Governmental Authority involving the Company or any of its subsidiaries
with respect to the Money Laundering Laws is pending or, to the Knowledge of the Company,
threatened.



     (dd) Compliance with OFAC. None of the Company, any of its subsidiaries or, to the Knowledge
of the Company, any director, officer, agent, employee or affiliate of the Company or any of its
subsidiaries is currently a prohibited person pursuant to or in violation of any U.S. sanctions
administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury
(“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering of the
Securities hereunder, or lend, contribute or otherwise make available such proceeds to any
subsidiary, joint venture partner or other Person, for the purpose of financing the activities of
any Person currently subject to any U.S. sanctions administered by OFAC.



     (ee) Solvency. On and immediately after the applicable Closing Date, the Company
(after giving effect to the issuance of the Securities and the other transactions related thereto
as described in each of the Transaction Documents) will be Solvent. As used in this paragraph, the
term “Solvent” means, with respect to a particular date, that on such date (i) the present fair
market value (or present fair saleable value) of the assets of the Company is not less than the
total amount required to pay the liabilities of the Company on its total existing debts and
liabilities (including contingent liabilities) as they become absolute and matured; (ii) the
Company is able to realize upon its assets and pay its debts and other liabilities, contingent
obligations and commitments as they mature and become due in the normal course of business;



11









 




(iii) assuming consummation of the issuance of the Securities as contemplated by this
Agreement and the other Transaction Documents, the Company is not incurring debts or liabilities
beyond its ability to pay as such debts and liabilities mature; and (iv) the Company is not engaged
in any business or transaction, and does not propose to engage in any business or transaction, for
which its property would constitute unreasonably small capital after giving due consideration to
the prevailing practice in the industry in which the Company is engaged.




     (ff) No Restrictions on Subsidiaries. Except as permitted by both the Senior Secured Notes
Indenture (as in effect on the date hereof) and the Indenture (as if it were in effect since the
date hereof), no subsidiary of the Company is currently prohibited, directly or indirectly, under
any agreement or other instrument to which it is a party or is subject, from paying any dividends
to the Company, from making any other distribution on such subsidiary’s capital stock, from
repaying to the Company any loans or advances to such subsidiary from the Company or from
transferring any of such subsidiary’s material properties or assets to the Company or any other
subsidiary of the Company.



     (gg) No Broker’s Fees. Neither the Company nor any of its subsidiaries is a party to any
contract, agreement or understanding with any Person (other than this Agreement) that would give
rise to a valid claim against any of them or the Purchaser for a brokerage commission, finder’s fee
or like payment in connection with the offering and sale of the Securities.



     (hh) Rule 144A Eligibility. When the Securities are issued and delivered pursuant to this
Agreement on the applicable Closing Date, the Securities will not be of the same class
(within the meaning of Rule 144A) as securities listed on a national securities exchange registered
under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system and
otherwise satisfy the requirements set forth in Rule l44A(d)(3) under the Securities Act.



     (ii) No Integration. Neither the Company nor any of its affiliates has, directly or through
any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of,
any security (as defined in the Securities Act), that is or will be integrated with the sale of the
Securities in a manner that would require registration of the Securities under the Securities Act.



     (jj) No General Solicitation or Directed Selling Efforts. None of the Company or any of its
affiliates or any other Person acting on its or their behalf (other than the Purchaser, as to which
no representation is made) has solicited offers for, or offered or sold, the Securities by means of
any form of general solicitation or general advertising within the meaning of Rule 502(c) of
Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the
Securities Act.



     (kk) Securities Law Exemptions. Assuming the accuracy of the representations and warranties
of the Purchaser contained in Section 1(b) and its compliance with its agreements set forth
therein, it is not necessary to register the Securities under the Securities Act in connection with
the issuance and sale of the Securities to the Purchaser (other than the registration requirements
pursuant to the Registration Rights Agreement) or to qualify the Indenture under the Trust
Indenture Act.



12









 





     (ll) Margin Rules. Neither the issuance, sale and delivery of the Securities nor the
application of the proceeds thereof by the Company as described in Section 4(b) will violate
Regulation T, U or X of the Board of Governors of the Federal Reserve System as in effect on the
applicable Closing Date.



     (mm) Forward-Looking Statements. Except to the extent that a Filed SEC Document or Delivered
Additional Information is revised or superseded by a later Filed SEC Document or by later Delivered
Additional Information, as applicable, the projections and other forward-looking statements (within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in
any of the SEC Documents or Additional Information have been prepared in good faith on the basis of
(i) assumptions, methods and tests stated therein which are believed by the Company to be
reasonable and (ii) information believed by the Company to have been accurate based upon the
information available to the Company at the time such projections and other forward-looking
statements were furnished to the Purchaser.



     (nn) Statistical and Market Data. To the Knowledge of the Company, the statistical and
market-related data, as of the applicable dates of such SEC Documents, included or incorporated by
reference in each of the SEC Documents was based on or derived from sources that are reliable and
accurate in all material respects.



     (oo) Sarbanes-Oxley Act. Except as disclosed in the Filed SEC Documents, there is and has
been no failure on the part of the Company or, to the Knowledge of the Company, any of the
Company’s directors or officers, in their capacities as such, to comply in any material respect
with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in
connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and
Sections 302 and 906 related to certifications.



     (pp) Material Contracts.



          (i) Schedule 3(pp) sets forth a true, correct and complete list of all of the Material
Contracts as of the date hereof. The Company has delivered to, or made available for inspection
by, the Purchaser true, correct and complete copies of each Material Contract as of the date
hereof.




          (ii) Each Material Contract (A) is a valid and binding obligation of the Company or its
subsidiary that is a party thereto, enforceable against such Person in accordance with its terms,
subject to the Enforceability Exceptions, (B) to the Knowledge of the Company, is a valid and
binding obligation of each other party thereto, enforceable against each such other party in
accordance with its terms, subject to the Enforceability Exceptions, and (C) is in all material
respects in full force and effect.




          (iii) Each of the Company and its subsidiaries that is a party to a Material Contract has in
all material respects performed its obligations under such Material Contract, and has not and, to
the Knowledge of the Company, none of the other parties thereto has, violated any material
provision of, or committed or failed to perform any material action under, and no event or
condition exists, that would constitute a material default under such Material Contract (and would
not be with the lapse of time or the giving of notice be in material default), and has






13









 







not received from any other party thereto any notice of such party’s intention to cancel,
terminate or fail to renew any Material Contract.




     (qq) EnhancedView Imagery Acquisition Bid. The Company submitted its bid on March 8, 2010 for
the EnhancedView Imagery Acquisition Contract on terms consistent with the disclosures (the “Bid
Disclosures”) made to the Purchaser by the Company or any of its subsidiaries prior to
March 4, 2010.



     4. Further Agreements of the Company and the Guarantors. The Company and each of the
Guarantors jointly and severally covenant and agree with the Purchaser that:



     (a) Form D; Blue Sky Compliance. The Company and the Guarantors will file a Form D with
respect to the Securities as required under Regulation D and will provide a copy thereof to the
Purchaser promptly after such filing. The Company will qualify the Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions as the Purchaser shall reasonably
request and will continue such qualifications in effect so long as required for the offering and
resale of the Securities; provided that neither the Company nor any of the Guarantors shall
be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in
any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general
consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any
such jurisdiction if it is not otherwise so subject.



     (b) Use of Proceeds. The Company will apply the net proceeds from the sale of the Securities
for capital expenditures associated with the design, construction and launch of the Company’s
GeoEye-2 Satellite and general corporate purposes.



     (c) Supplying Information.




     (i) While the Securities remain outstanding and are “restricted securities” within the
meaning of Rule 144(a)(3) under the Securities Act, the Company and each of the Guarantors
will, during any period in which the Company is not subject to and in compliance with
Section 13 or 15(d) of the Exchange Act, furnish to holders of the Securities and
prospective purchasers of the Securities designated by such holders, upon the request of
such holders or such prospective purchasers, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.




     (ii) At the time of delivery of each Closing Notice the Company shall deliver to the
Purchaser monthly income statements (including a statement that sets forth a reasonably
detailed computation of Adjusted EBITDA), balance sheets and cash flow information for each
of the three calendar months prior to the applicable Closing. In the event that a calendar
month shall end after the delivery of such Closing Notice and prior to the applicable
Closing Date, the Company shall deliver such information described in the preceding sentence
to the Purchaser for such additional month promptly and, unless waived by the Purchaser, in
any case prior to such applicable Closing Date.




     (iii) From the date hereof and until the final Closing Date, the Company shall cause
its management to make themselves reasonably available at reasonable times (without
unreasonably interference with the operations of the Company) to the Purchaser



14









 







in order to respond to questions and discuss the performance of the Company and the
status of the EnhancedView Imagery Acquisition Contract and related award process.



     (d) DTC. The Company, with the cooperation of the Purchaser, will arrange for the Securities
to be eligible for clearance and settlement through The Depository Trust Company (“DTC”).



     (e) No Integration. Neither the Company nor any of its affiliates (other than the Purchaser)
will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise
negotiate in respect of, any security, that is or will be integrated with the sale of the
Securities in a manner that would require registration of the Securities under the Securities Act.



     (f) No General Solicitation or Directed Selling Efforts. None of the Company or any of its
affiliates or any other Person acting on its or their behalf (other than the Purchaser, as to which
no covenant is given) will solicit offers for, or offer or sell, the Securities by means of any
form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation
D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities
Act.



     (g) EnhancedView Imagery Acquisition Contract. In the event the Company or one of its
wholly-owned subsidiaries receives an award under the EnhancedView Imagery Acquisition Contract, it
shall promptly inform the Purchaser of such award and whether or not the award was on a
non-conforming basis (i.e., without any requirement for posting any letter of credit, any cash
collateralization requirements or any other lien, bond, repayment guarantee, surety, pledged asset
or other credit support or financial protections for the benefit of the U.S. government in
connection with such EnhancedView Imagery Acquisition Contract, at the time of such award or
otherwise) (“Non-Conforming Basis”), and provide the Purchaser with written copies of all award
documentation the disclosure of which is not prohibited by law. The Company shall also promptly
inform the Purchaser of the EnhancedView Imagery Acquisition Contract being awarded to any Person
other than the Company. The Company shall promptly inform the Purchaser of (x) any information it
receives regarding any actual or threatened Litigation related to any such award to the Company
(including before the U.S. Government Accountability Office (“GAO”) or any other applicable
Governmental Authority), including copies of all written correspondence relating to such Litigation
received by the Company and, to the extent Known by the Company, a statement or summary containing
all material details relating to such Litigation and (y) to the extent Known by the Company, a
statement or summary describing all developments and copies of all written communications related
to the EnhancedView Imagery Acquisition Contract and the related award process. In the event that
the EnhancedView Imagery Acquisition Contract is awarded in the initial award process therefor to a
party other than the Company, then the Purchaser may, at any time thereafter, give written notice
to the Company of its exercise of its option to terminate its obligations hereunder, in which case
this Agreement shall be terminated pursuant to Section 8.



     (h) Litigation. In addition to the obligations under Section 4(g), in the event the Company
learns of any material Litigation involving the Company and/or any of its subsidiaries it shall
promptly so notify the Purchaser and deliver to the Purchaser (i) to the extent Known by



15









 




the Company, a statement or summary containing all material details relating to such
Litigation and (ii) copies of all written correspondence relating to such Litigation.




     (i) Compliance Policy and Procedure. The Company will use its reasonable best efforts to
complete as soon as practicable the documentation for its updated regulatory compliance procedures
in a manner materially consistent with its discussion of such procedures with the Purchaser and its
counsel.



     5. Conditions of Purchaser’s Obligations. The obligation of the Purchaser to purchase
Securities on a Closing Date as provided herein is subject to (x) the performance in all material
respects by the Company and each of the Guarantors of their respective covenants and other
obligations hereunder and (y) to the following additional conditions:



     (a) EnhancedView Imagery Acquisition Contract. (i) The EnhancedView Imagery Acquisition
Contract shall have been awarded to the Company or one of its wholly-owned subsidiaries in the
initial award process under the EnhancedView Imagery Acquisition Solicitation on or prior to
September 30, 2010 (or such later date as the Purchaser may from time to time designate
in writing to the Company) (such date, the “Award Outside Date”); (ii) the award of the
EnhancedView Imagery Acquisition Contract to the Company shall have been made on terms materially
consistent with the Company’s Bid Disclosures in a definitive, final decision for which the GAO bid
protest period has expired and shall be in full force and effect; (iii) no Litigation against such
award shall be pending or threatened (including any bid protest before the GAO or any proceeding
before any applicable Governmental Authority) (and, in the case of a protest before the GAO, such
protest shall have been resolved in a binding and final manner by the GAO) and such award shall not
be stayed pursuant to any such protest or other Litigation; (iv) the EnhancedView Imagery
Acquisition Contract shall not have been amended, supplemented, waived or otherwise modified since
the date of its award to the Company in any material respect that is adverse to the interests of
the Purchaser; (v) in the event that the EnhancedView Imagery Acquisition Contract is awarded in
the initial award process under the EnhancedView Imagery Acquisition Solicitation to a party other
than the Company, then the Purchaser shall not have given notice of its intent to terminate its
obligations pursuant to Section 4(g); and (vi) the EnhancedView Imagery Acquisition Contract shall
not have been awarded to the Company on a Non-Conforming Basis.



     (b) Representations and Warranties. The representations and warranties of the Company and the
Guarantors contained herein shall be true and correct on the date hereof and on and as of the
applicable Closing Date; and the statements of the Company, the Guarantors and their respective
officers made in any certificates delivered pursuant to this Agreement shall be true and correct on
and as of the applicable Closing Date.



     (c) No Material Adverse Effect. Since September 30, 2009, no Material Adverse Effect shall
have occurred and be continuing except as has been disclosed by the Company in the Filed SEC
Documents.



     (d) Officer’s Certificate. The Purchaser shall have received at and as of a Closing (i) a
certificate, in a form reasonably satisfactory to the Purchaser, of the Chief Executive Officer or
the Chief Financial Officer of the Company (A) confirming that the representations and



16









 




warranties of the Company in this Agreement are true and correct as of the date hereof and on
and as of the applicable Closing Date and that the Company has complied in all material respects
with all covenants and other obligations and satisfied all conditions on their part to be performed
or satisfied hereunder on or prior to such applicable Closing Date and (B) confirming that since
September 30, 2009, no Material Adverse Effect has occurred and is continuing except as has been
disclosed by the Company in the Filed SEC Documents and (ii) a certificate, in a form reasonably
satisfactory to the Purchaser, of the General Counsel of the Company confirming the statements set
forth in Annex A-1 hereto.




     (e) Opinion of Counsel for the Company. (i) Latham & Watkins LLP, counsel for the Company,
shall have furnished to the Purchaser, at the request of the Company, its written opinion, dated
the applicable Closing Date and addressed to the Purchaser, in form and substance
reasonably satisfactory to the Purchaser, to the effect set forth in Annex A-2 hereto and
(ii) counsel to the Company shall have furnished to the Purchaser, at the request of the Company, a
written opinion, dated the Closing Date and addressed to the Purchaser, in form and substance
reasonably satisfactory to the Purchaser, with respect to the Guarantors that are incorporated
under the laws of Missouri.



     (f) Opinion of General Counsel. The Company’s General Counsel, shall have furnished to the
Purchaser, at the request of the Company, his written opinion, dated the applicable Closing Date and addressed to the Purchaser, in form and substance reasonably satisfactory to
the Purchaser, to the effect set forth in Annex A-3 hereto.



     (g) Consents. All material consents, approvals, authorizations, orders, registrations or
qualifications of or with any Governmental Authority that is required for the execution, delivery
and performance by the Company and each of the Guarantors of each of the Transaction Documents to
which each is a party, the issuance and sale of the Securities (including the Guarantees) and
compliance by the Company and each of the Guarantors with the terms thereof and the consummation of
the transactions contemplated by the Transaction Documents and for the operation by the Company and
the Guarantors of their respective businesses, except for such consents, approvals, authorizations,
orders and registrations or qualifications as may be required solely with respect to the Exchange
Securities (including the related guarantees) under the Securities Act, the Trust Indenture Act and
applicable state securities laws as contemplated by the Registration Rights Agreement, shall have
been obtained and be in full force and effect.



     (h) No Legal Impediment to Issuance. No action shall have been taken and no statute, rule,
regulation or order shall have been enacted, adopted or issued by any Governmental Authority that
would, as of the applicable Closing Date, prevent the issuance or sale of the Securities
or the issuance of the Guarantees; and no injunction or order of any federal, state or foreign
court shall have been issued that would, as of the applicable Closing Date, prevent the issuance or
sale of the Securities or the issuance of the Guarantees.



     (i) No Litigation. There shall exist no Litigation pending, or to the Knowledge of the
Company or the knowledge of the Purchaser, threatened in, or before, any Governmental Authority
which relates to the Securities or which has any reasonable likelihood of having a Material Adverse
Effect or having a material adverse effect on (i) the ability of the Company or



17









 




any of its subsidiaries to perform their obligations under the Indenture or (ii) the ability
of the Purchaser to enforce the Indenture.




     (j) Good Standing. The Purchaser shall have received on and as of the applicable Closing Date satisfactory evidence of the good standing of the Company and the Guarantors in
their respective jurisdictions of organization and their good standing in such other material
jurisdictions as the Purchaser may reasonably request, in each case in writing or any standard form
of telecommunication, from the appropriate Governmental Authorities of such jurisdictions.



     (k) Transaction Documents and Securities. The Purchaser shall have received a counterpart of
each of the Transaction Documents in form and substance reasonably satisfactory to the Purchaser
and the Securities being purchased by the Purchaser at such Closing pursuant to this Agreement,
which shall have been executed and delivered by a duly authorized officer of the Company and each
of the Guarantors.



     (l) DTC. The Securities shall be eligible for clearance and settlement through DTC.



     (m) Insurance. The Company and its subsidiaries have insurance covering against losses and
risks in such amounts and with such coverage as is required under all applicable material
contractual and other requirements, including all such requirements contained in the Senior Secured
Notes Indenture or under any other material Indebtedness or other agreement of the Company and its
subsidiaries.



     (n) Defaults. There shall not exist (including after giving effect to the transactions
contemplated by this Agreement and the other Transaction Documents) any default or event of default
under the Senior Secured Notes Indenture or under the Indenture or under any other material
Indebtedness or other material agreement of the Company and its subsidiaries. The Company shall
have been in compliance since March 4, 2010 with the terms of the Indenture, as if it were
effective since such date (other than the provisions therein requiring the payment or accrual of
interest).



     (o) Indebtedness. The Company and its subsidiaries shall not have any Indebtedness
outstanding other than Indebtedness under the Senior Secured Notes Indenture and the Indenture and
Indebtedness permitted to be incurred under the Senior Secured Notes Indenture (as such indenture
is in effect on March 4, 2010) and the Indenture (as if such indenture were in effect
since March 4, 2010).



     (p) Fees and Expenses. The Company shall have paid or reimbursed, as applicable, the
Purchaser all fees and expenses required to be paid under the Commitment Letter.



     (q) Preferred Shares Closing. The closing of the issuance and sale of the Series A Preferred
Shares (the “Preferred Shares”) pursuant to that certain Purchase Agreement dated of even date
herewith by and between the Company and the Purchaser (the “Series A Preferred Stock Purchase
Agreement”) with an aggregate initial liquidation preference of $115,000,000 shall have occurred,
or shall occur simultaneously with the initial Closing hereunder.



     (r) Outside Date. The Closing Date shall not be later than June 30, 2011 (the “Outside
Date”).



18









 





     6. Condition of Company’s Obligations. The obligation of the Company to sell
Securities on a Closing Date as provided herein is subject to (x) the Purchaser making payment for
the Securities on such Closing Date against delivery to the Purchaser of one or more certificates
representing the Securities pursuant Section 2(b) and (y) (A) the EnhancedView Imagery Acquisition
Contract shall have been awarded to the Company in a definitive, final decision for which the GAO
bid protest period has expired and shall be in full force and effect; and (B) the EnhancedView
Imagery Acquisition Contract shall not have been awarded to the Company on a Non-Conforming Basis.



     7. Indemnification.



     (a) Indemnification of the Purchaser. The Company and each of the Guarantors jointly and
severally agree to indemnify and hold harmless the Purchaser, its affiliates, directors and
officers and each Person, if any, who controls such Purchaser within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims,
damages and liabilities (including reasonable legal fees and other reasonable expenses incurred in
connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are
incurred), joint or several, that arise out of, or are based upon, (i) any misrepresentation or
breach of any representation or warranty made by the Company in the Transaction Documents, (ii) any
breach of any covenant, agreement or obligation of the Company contained in the Transaction
Documents or (iii) any cause of action, suit or claim brought or made against the Purchaser by a third party (including for these purposes a derivative action brought on behalf of the
Company) and arising out of or resulting from (A) the execution, delivery, performance or
enforcement of the Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby, (B) any transaction financed or to be financed in whole or in part,
directly or indirectly, with the proceeds of the issuance of the Securities, or (C) the status of
the Purchaser or holder of the Securities as an investor in the Company pursuant to the
transactions contemplated by the Transaction Documents.



     (b) Notice and Procedures. If any suit, action, proceeding (including any investigation by a
Governmental Authority), claim or demand shall be brought or asserted against any Person in respect
of which indemnification may be sought pursuant to paragraph (a) above, such Person (the
"Indemnified Person”) shall promptly notify the Person against whom such indemnification may be
sought (the “Indemnifying Person”) in writing; provided that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a)
above except to the extent that it has been materially prejudiced (through the forfeiture of
substantive rights or defenses) by such failure; and provided, further, that the
failure to notify the Indemnifying Person shall not relieve it from any liability that it may have
to an Indemnified Person otherwise than under paragraph (a) above. If any such proceeding shall be
brought or asserted against an Indemnified Person and it shall have notified the Indemnifying
Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the
Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the
Indemnifying Person) to represent the Indemnified Person and any others entitled to indemnification
pursuant to paragraph (a) above that the Indemnifying Person may designate in such proceeding and
shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of such
counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person
shall have the right to retain its own counsel, but the fees and expenses



19









 




of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying
Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying
Person has failed within a reasonable time to retain counsel reasonably satisfactory to the
Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be
legal defenses available to it that are different from or in addition to those available to the
Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded
parties) include both the Indemnifying Person and the Indemnified Person and representation of both
parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the Indemnifying Person shall not, in connection
with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for all Indemnified
Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm for the Purchaser, its affiliates, directors and officers and any control Persons of
the Purchaser shall be designated in writing by Purchaser and any such separate firm for
the Company, the Guarantors, their respective directors and officers and any control Persons of the
Company and the Guarantors shall be designated in writing by the Company. The Indemnifying Person
shall not be liable for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying
Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an
Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified
Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person
shall be liable for any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 45 days after receipt by the Indemnifying Person of such
request, and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in
accordance with such request within 30 days after the date of such settlement. No Indemnifying
Person shall, without the written consent of the Indemnified Person, effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Person is or could have been a
party and indemnification could have been sought hereunder by such Indemnified Person, unless such
settlement (x) includes an unconditional release of such Indemnified Person, in form and substance
reasonably satisfactory to such Indemnified Person, from all liability on claims that are the
subject matter of such proceeding and (y) does not include any statement as to or any admission of
fault, culpability or a failure to act by or on behalf of any Indemnified Person.




     (c) Non-Exclusive Remedies. The remedies provided for in this Section 7 are not exclusive and
shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at
law or in equity.



     8. Termination. This Agreement may be terminated in the absolute discretion of the
Purchaser, by written notice (which, for the avoidance of doubt, may be by electronic mail) to the
Company, (a) if after the execution and delivery of this Agreement and on or prior to the
applicable Closing Date any of the following events set forth in this clause (a) shall
have occurred after the date hereof (as compared to the state of circumstances that existed on
March 4, 2010) and prior to the applicable Closing Date and shall be continuing (or the effects
thereof shall be continuing) at any time during the ten (10) business days prior to the applicable
Closing Date (or such shorter time period as the Purchaser may from time to time designate in
writing to



20









 




the Company): (i) trading generally shall have been suspended or materially limited on the New
York Stock Exchange or the over-the-counter market; (ii) trading of any securities issued or
guaranteed by the Company or any of the Guarantors shall have been suspended on any exchange or in
any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have
been declared by federal or New York State authorities; and (iv) there shall have occurred any
outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis
or other change, event or circumstance, either within or outside the United States, that, in the
judgment of the Purchaser, has or could have a material and adverse effect on financial markets and
makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the
Securities on the terms and in the manner contemplated by this Agreement and the other Transaction
Documents; (b) after the Award Outside Date, if the condition set forth in Section 5(a)(i) shall
not have been satisfied prior to the Award Outside Date; (c) after the Outside Date; (d) in the
event that the EnhancedView Imagery Acquisition Contract is awarded in the initial award process
therefor to a Person other than the Company; or (e) if the EnhancedView Imagery Acquisition
Contract shall have been awarded to the Company on a Non-Conforming Basis.




     9. Payment of Expenses. Whether or not the transactions contemplated by this
Agreement are consummated or this Agreement is terminated, the Company and each of the Guarantors
jointly and severally agree to pay or cause to be paid all costs and expenses incident to the
performance of their respective obligations hereunder, except as otherwise set forth to the
contrary in any Transaction Document. In addition, whether or not the transactions contemplated by
this Agreement are consummated, the Company and each Guarantor agrees to pay and reimburse the fees
and expenses of Purchaser as required pursuant to the Commitment Letter.



     10. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective successors and any
controlling Persons referred to herein, and the affiliates, officers and directors of the
Purchaser. Nothing in this Agreement is intended or shall be construed to give any other Person
any legal or equitable right, remedy or claim under or in respect of this Agreement or any
provision contained herein. No purchaser of Securities from the Purchaser shall be deemed to be a
successor merely by reason of such purchase.



     11. Survival. The respective indemnities, rights of contribution, representations,
warranties and agreements of the Company, the Guarantors and the Purchaser contained in this
Agreement or made by or on behalf of the Company, the Guarantors or the Purchaser pursuant to this
Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment
for the Securities and shall remain in full force and effect, regardless of any termination of this
Agreement or any investigation made by or on behalf of the Company, the Guarantors or the
Purchaser.



     12. Certain Defined Terms. For purposes of this Agreement, except where otherwise
expressly provided:



     (a) the term “accumulated funding deficiency” has the meaning set forth in Section 3(x);



21









 





     (b) the term “Additional Information” means all information provided by the Company to the
Purchaser or its affiliates prior to a Closing Date that is not included in SEC Documents;



     (c) the term “Adjusted EBITDA” shall be determined in a manner consistent with the computation
of Adjusted EBITDA in the Company’s Form 10-Q for the quarter ended September 30, 2009;
provided, however, that any revenue or income relating to advance payments
(including any recognition of deferred revenue) for GeoEye-2 and commissions, fees, discounts and
expenses incurred or accrued in connection with the issuance and purchase of the Securities and
Preferred Shares shall be excluded from the calculation thereof;



     (d) the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act;



     (e) the term “Affiliate Contract” means all Contracts between (i) the Company or any of its
subsidiaries, on one hand, and (ii) any of the Company’s or any of its subsidiaries’ respective
affiliates (other than the Company and its subsidiaries) on the other hand;



     (f) the term “Award Outside Date” has the meaning set forth in Section 5(a);



     (g) the term “Bid Disclosures” has the meaning set forth in Section 3(oo);



     (h) the term “business day” means any day other than a day on which banks are permitted or
required to be closed in New York City;



     (i) the term “Closing” has the meaning set forth in Section 2(a);



     (j) the term “Closing Date” has the meaning set forth in Section 2(a);



     (k) the term “Closing Notice” has the meaning set forth in Section 2(a);



     (l) the term “Code” means the Internal Revenue Code of 1986, as amended;



     (m) the term “Commission” has the meaning set forth in the Preamble;



     (n) the term “Commitment Letter” means that certain letter agreement dated March 4, 2010 by
and between the Company and the Purchaser;



     (o) the term “Company” has the meaning set forth in the Preamble;



     (p) the term “Company IP Agreements” means all licenses of Intellectual Property (i) from the
Company or any of its subsidiaries to any third party, excluding licenses to customers and end
users granted in the ordinary course of business, and (ii) to the Company or any of its
subsidiaries from any third party;



     (q) the term “Company IT Agreements” means all agreements concerning the use of Company IT
Systems to which the Company or any of its subsidiaries is a party;



22









 





     (r) the term “Company IT Systems” means all IT Systems which are used or held for use in
connection with the operation of the Company’s business;



     (s) the term “Computer Software” means any and all computer programs, including operating
system and applications software, implementations of algorithms, program interfaces, and databases
whether in source code or object code and all documentation, including user manuals, relating to
the foregoing;



     (t) the term “Contingent Obligations” has the meaning set forth in the Indenture;



     (u) the term “Contracts” means contracts, leases, licenses, arrangements, notes, bonds,
mortgages, indentures, franchise agreements, instruments, commitments, undertakings and other
agreements and binding obligations (including any amendments and other modifications thereto),
whether written or, oral, to which the Company or any of its subsidiary thereof or any Guarantor is
a party or by which any of their respective businesses, properties or assets is bound as of the
date hereof;



     (v) the term “Controlled Group” has the meaning set forth in Section 3(x);



     (w) the term “Delivered Additional Information” means Additional Information provided by the
Company to the Purchaser or its Affiliates prior to March 4, 2010;



     (x) the term “disclosure controls and procedures” has the meaning set forth in Section 3(y);



     (y) the term “DTC” has the meaning set forth in Section 4(d);



     (z) the term “Enforceability Exceptions” has the meaning set forth in Section 3(g);



     (aa) the term “EnhancedView Imagery Acquisition Contract” means the EnhancedView Imagery
Acquisition Contract under the EnhancedView Imagery Acquisition Solicitation;



     (bb) the term “EnhancedView Imagery Acquisition Solicitation” means the “EnhancedView Imagery
Acquisition Program Solicitation” (solicitation number HM021009R0002);



     (cc) the term “Environmental Laws” has the meaning set forth in Section 3(w);



     (dd) the term “ERISA” has the meaning set forth in Section 3(x);



     (ee) the term “Exchange Act” means the Securities Exchange Act of 1934, as amended;



     (ff) the term “Exchange Securities” has the meaning set forth in the Registration Rights
Agreement;



23









 





     (gg) the term “Filed SEC Documents” means the SEC Documents filed by the Company on or prior
to March 12, 2010, but excluding the disclosure in such SEC Documents that is predictive or
forward-looking in nature (including risk factors set forth under the heading “Risk Factors” or the
heading “Forward Looking Statements”);



     (hh) the term “GAAP” has the meaning set forth in Section 3(b);



     (ii) the term “GAO” has the meaning set forth in Section 4(g);



     (jj) the term “GeoEye-1” means the Company’s satellite of the same name first launched on
September 6, 2008;



     (kk) the term “GeoEye-2” means the Company’s proposed satellite of the same name to be placed
into service pursuant to the EnhancedView Imagery Acquisition Contract;



     (ll) the term “Global Note” has the meaning set forth in Section 2(b);



     (mm) the term “Governmental Authority” means any federal, national, international,
supranational, state, provincial, local or other government, governmental, regulatory or
administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body
(including private arbitrators or arbitral panels to the extent empowered to issue binding
decisions);



     (nn) the term “Governmental Order” means any order, writ, judgment, injunction, decree,
stipulation, determination or award entered by or with any Governmental Authority;



     (oo) the term “Guarantees” has the meaning set forth in the Preamble;



     (pp) the term “Guarantors” has the meaning set forth in the Preamble;



     (qq) the term “IKONOS” means the Company’s satellite of the same name acquired in 2006 through
the acquisition of Space Imaging, Inc.;



     (rr) the terms “include,” “includes” or “including” when used in this Agreement shall be
deemed to be followed by the words “without limitation”;



     (ss) the term “Indebtedness” has the meaning set forth in the Indenture;



     (tt) the term “Indemnified Person” has the meaning set forth in Section 7(b);



     (uu) the term “Indemnifying Person” has the meaning set forth in Section 7(b);



     (vv) the term “Indenture” has the meaning set forth in the Preamble;



     (ww) the term “Intellectual Property” has the meaning set forth in Section 3(q);



     (xx) the term “internal control over financial reporting” has the meaning set forth in Section
3(z);



24









 





     (yy) the term “investment company” has the meaning set forth in Section 3(s);



     (zz) the term “Investment Company Act” has the meaning set forth in Section 3(s);



     (aaa) the term “IT Systems” means all Computer Software and all electronic data processing,
data communication lines, telecommunication lines, firmware, hardware, Internet websites and other
information technology equipment;



     (bbb) the term “Knowledge of the Company” means the best knowledge of each of Matt O’Connell,
Joseph Greeves, William Schuster, William Warren and Daniel Connors, after due inquiry of other
employees of the Company and its subsidiaries who, in such Person’s reasonable judgment, are
primarily responsible for the applicable matter, and the terms “to the Company’s Knowledge,” “Known
by the Company” and similar phrases and “Knowledge” of a specified officer each have a
corresponding meaning;



     (ccc) the term “Liens” has the meaning set forth in the Indenture;



     (ddd) the term “Litigation” has the meaning set forth in Section 3(n);



     (eee) the term “Material Adverse Effect” means, with respect to the Company, (i) any effect or
change that would have (or would reasonably be expected to have) a material adverse effect on the
business, results of operations, financial condition or prospects of the Company and
its subsidiaries, taken as a whole, including due to any casualty loss involving a satellite
(whether or not covered by insurance); provided that in no event would any of the following, alone
or in combination, be deemed to constitute, nor shall any of the following (including the effect of
any of the following) be taken into account in determining whether there has been or will be, a
“material adverse effect” on or in respect of the Company: (A) the irregularity disclosed by the
Company under cover to Form 8-K filed with the Commission on December 16, 2009, (B) any change in
GAAP or any interpretation thereof, (C) any change generally affecting the economy as a whole, and
(D) any failure of the Company to meet any projections or forecasts (provided that the underlying
cause of such failure shall not be excluded); or (ii) for the then most recent trailing three-month
period either revenue being less than $60,000,000 or Adjusted EBITDA being less than $30,000,000;



     (fff) the term “Material Contracts” means all of the following Contracts to which the Company
or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or the
Company’s or any of its subsidiaries’ assets or properties are bound:




     (i) all Contracts with independent contractors or consultants involving the payment by
the Company or its subsidiaries of more than $5 million annually;




     (ii) any employment, severance, change in control, consulting or similar Contract
requiring payment by the Company or any of its subsidiary of a base annual compensation in
excess of $200,000;




     (iii) all Contracts for the purchase or sale of materials, supplies, equipment or
services (other than purchase orders), involving payment by or to the Company or its
subsidiaries of more than $10 million annually;



25









 






     (iv) all Contracts for the lease, sublease or license of real property (whether as
lessor, sublessor, lessee, sublessee, licensor, or licensee), involving payment by or to the
Company or its subsidiaries of more than $1 million annually based on 2008 base rent;




     (v) all Contracts relating to Indebtedness, in each case having an outstanding
principal amount in excess of $5 million, and all Contracts relating to Contingent
Obligations, in each case having an amount in excess of $5 million;




     (vi) all Contracts with any Governmental Authority involving total payments in excess
of $10 million;




     (vii) all material Company IP Agreements and all material Company IT Agreements;




     (viii) any Contract or Governmental Order containing (A) a covenant not to compete or
(B) any other restriction, in each case that materially impairs the ability of the Company
or any of its subsidiaries , or any affiliates of the Company or any of its subsidiaries to
engage in any line of business or to compete with any Person;




     (ix) any joint venture agreement, strategic alliance agreement, partnership agreement,
limited liability company agreement, stockholders agreement or voting agreement or other
similar co-ownership or joint management agreement involving a sharing of profits, losses,
costs or liabilities by the Company or it subsidiary with any other Person (other than the
Company or any of its subsidiary) or relating to any ownership or equity interest of the
Company or any of its subsidiary in any other Person (other than the Company or any of its
subsidiary), in each case that is (A) material to the Company or any of its subsidiaries or
(B) under which the Company reasonably expects the Company and its subsidiaries to be
required to make payments exceeding $5 million in the aggregate after the date of this
Agreement;




     (x) any Affiliate Contract (or series of related Affiliate Contracts) (other than
purchase orders) involving payment by or to the Company and its subsidiaries of more than
$250,000 annually;




     (xi) any other Contract, or group of related Contracts (other than purchase orders)
that is or would be required to be filed by any of the Company, with the Commission as a
“material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K
promulgated by the Commission);




     (xii) any Contract requiring the Company or any of its subsidiaries to indemnify or
hold harmless any Person whereby the Company is potentially responsible for indemnification
obligations in excess of $5 million; and




     (xiii) any outstanding written commitment to enter into any Contract of the type
described in subsections (i) through (xii) of this Section 12(fff);



     (ggg) the term “Money Laundering Laws” has the meaning set forth in Section 3(cc);



26









 





     (hhh) the term “multiemployer plan” has the meaning set forth in Section 3(x);



     (iii) the term “Non-Conforming Basis” has the meaning set forth in Section 4(g);



     (jjj) the term “OFAC” has the meaning set forth in Section 3(dd);



     (kkk) the term “OrbView-2” means the Company’s satellite of the same name that was launched in
August 1997;



     (lll) the term “Outside Date” has the meaning set forth in Section 5(r);



     (mmm) the term “Permitted Liens” has the meaning set forth in the Indenture;



     (nnn) the term “Person” means an individual, a limited liability company, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization and a government or any
department or agency thereof;



     (ooo) the term “Plan” has the meaning set forth in Section 3(x);



     (ppp) the term “Preferred Shares” has the meaning set forth in Section 5(q);



     (qqq) the term “Purchaser” has the meaning set forth in the Preamble;



     (rrr) the term “QIB” has the meaning set forth in Section 1(b)(i);



     (sss) the term “Registrable Securities” has the meaning set forth in the Registration Rights
Agreement;



     (ttt) the term “Registration Rights Agreement” has the meaning set forth in the Preamble;



     (uuu) the term “reportable event” has the meaning set forth in Section 3(x);



     (vvv) the term “Sarbanes-Oxley Act” has the meaning set forth in Section 3(oo);



     (www) the term “Satellites” means GeoEye-1, IKONOS and OrbView-2;



     (xxx) the term “SEC Documents” means all reports, schedules, forms, statements and other
documents required to be filed by the Company with the Commission pursuant to the reporting
requirements of the Exchange Act and the rules and regulations of the Commission thereunder;



     (yyy) the term “Securities” has the meaning set forth in the Preamble;



     (zzz) the term “Securities Act” has the meaning set forth in the Preamble;



     (aaaa) the term “Senior Secured Notes” has the meaning set forth in Section 3(e);



27









 





     (bbbb) the term “Senior Secured Notes Indenture” has the meaning set forth in Section 3(e);



     (cccc) the term “Series A Preferred Stock Purchase Agreement” has the meaning set forth in
Section 5(q);



     (dddd) the term “Solvent” has the meaning set forth in Section 3(ee);



     (eeee) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act;



     (ffff) the term “Transaction Documents” has the meaning set forth in Section 3(f);



     (gggg) the term “Trust Indenture Act” has the meaning set forth in Section 3(g); and



     (hhhh) the term “Trustee” has the meaning set forth in the Preamble.



     13. Miscellaneous.



     (a) Notices. All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted and confirmed by any standard form
of telecommunication. Notices to the Purchaser shall be given to the Purchaser at c/o Cerberus
Capital Management, L.P., 22nd Floor, 299 Park Avenue, New York, New York 10171 (fax:
(212) 891-1540); Attention: Mark A. Neporent. Notices to the Company shall be given to them at
21700 Atlantic Boulevard, Dulles, Virginia 20166 (fax: (703) 450-9570); Attention: General Counsel.



     (b) Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by the internal laws
of the State of New York, without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of New York or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State of New York. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The
City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding
is improper. Each party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy thereof to such party
at the address for such notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES
NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN



28









 





CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.




     (c) Counterparts. This Agreement may be signed in counterparts (which may include
counterparts delivered by any standard form of telecommunication), each of which shall be an
original and all of which together shall constitute one and the same instrument.



     (d) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any
consent or approval to any departure therefrom, shall in any event be effective unless the same
shall be in writing and signed by the parties hereto. Notwithstanding the foregoing, the Purchaser
shall have the right to assign its rights under this Agreement to any third parties without the
consent of the Company and the Guarantors. To the extent the Purchaser transfers its rights under
this Agreement following the execution of this Agreement, such additional purchasers may be added
to this Agreement by way of a joinder agreement, which will be in form and substance reasonably
satisfactory to the Purchaser and the Company.



     (e) Headings. The headings herein are included for convenience of reference only and are not
intended to be part of, or to affect the meaning or interpretation of, this Agreement.



     (f) Entire Agreement. This Agreement, the Transaction Documents and the Series A Preferred
Stock Purchase Agreement (including all exhibits, annexes and schedules attached thereto)
constitute the entire agreement between the Company and the Purchaser with respect to the subject
matter hereof and thereof and supersedes all prior agreements and undertakings, both written and
oral, between the Company and the Purchaser with respect to the subject matter hereof and thereof,
and, for the avoidance of doubt, such agreements supersede the agreements and undertakings in the
Commitment Letter with respect to the issuance, purchase and sale of the Securities and the
Preferred Shares except for (i) the Company’s obligations under the paragraphs titled “Fees;
Expense Reimbursement”, “Syndication” and “Indemnification” and (ii) the restrictions on
syndication by the Purchaser under the paragraph titled “Syndication”, and except as otherwise
specifically provided in any such agreement (including the Commitment Letter).



29









 





     If the foregoing is in accordance with your understanding, please indicate your acceptance of
this Agreement by signing in the space provided below.



	 	 	 	 	 
	 	Very truly yours,


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:  	 	 
	 
	 	MJ HARDEN ASSOCIATES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GEOEYE LICENSE CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 	 	 
	 	 	CERBERUS SATELLITE LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Cerberus Series Four Holdings, LLC, its
Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Cerberus Institutional Partners, L.P. -
Series Four, its Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Cerberus Institutional Associates,
L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Mark A. Neporent
	 	 
	 

	 	 	 	Title: Senior Managing Director	 	 







 











 





EXHIBIT A



GEOEYE, INC.


as Issuer


The Subsidiary Guarantors named on the signature pages hereto


Floating Rate Senior Notes due 2016


 




INDENTURE


Dated as
of
[          
          , 20          ]


 




[                                        ],


as Trustee



 








 








Table of Contents




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	1	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Other Definitions
	 	 	27	 
	Section 1.03 Incorporation by Reference of Trust Indenture Act
	 	 	29	 
	Section 1.04 Rules of Construction
	 	 	29	 
	 
	 	 	 	 
	ARTICLE II THE NOTES
	 	 	30	 
	Section 2.01 Amount of Notes
	 	 	30	 
	Section 2.02 Form and Dating
	 	 	31	 
	Section 2.03 Execution and Authentication
	 	 	31	 
	Section 2.04 Registrar and Paying Agent
	 	 	32	 
	Section 2.05 Paying Agent to Hold Money in Trust
	 	 	32	 
	Section 2.06 Holder Lists
	 	 	33	 
	Section 2.07 Transfer and Exchange
	 	 	33	 
	Section 2.08 Replacement Notes
	 	 	33	 
	Section 2.09 Outstanding Notes
	 	 	34	 
	Section 2.10 Temporary Notes
	 	 	35	 
	Section 2.11 Cancellation
	 	 	35	 
	Section 2.12 Defaulted Interest
	 	 	35	 
	Section 2.13 CUSIP Numbers, ISINs, etc
	 	 	35	 
	 
	 	 	 	 
	ARTICLE III REDEMPTION
	 	 	36	 
	Section 3.01 Redemption at Option of Issuer
	 	 	36	 
	Section 3.02 Optional Redemption Upon Equity Offerings
	 	 	36	 
	Section 3.03 Method and Effect of Redemption
	 	 	37	 
	Section 3.04 Deposit of Redemption Price
	 	 	38	 
	Section 3.05 Mandatory Redemption
	 	 	38	 
	 
	 	 	 	 
	ARTICLE IV COVENANTS
	 	 	39	 
	Section 4.01 Payment of Notes
	 	 	39	 
	Section 4.02 Reports and Other Information
	 	 	39	 
	Section 4.03 Incurrence of Indebtedness and Issuance of Preferred Stock
	 	 	40	 
	Section 4.04 Restricted Payments
	 	 	44	 
	Section 4.05 Dividend and Other Payment Restrictions Affecting Subsidiaries
	 	 	49	 
	Section 4.06 Asset Sales and Events of Loss
	 	 	51	 
	Section 4.07 Transactions with Affiliates
	 	 	55	 
	Section 4.08 Change of Control
	 	 	57	 
	Section 4.09 Compliance Certificate
	 	 	59	 
	Section 4.10 Further Instruments and Acts
	 	 	59	 
	Section 4.11 Liens
	 	 	59	 
	Section 4.12 Covenant Suspension
	 	 	59	 
	Section 4.13 Maintenance of Office or Agency
	 	 	60	 
	Section 4.14 Business Activities
	 	 	61	 






- i -









 






	 	 	 	 	 
	 	 	Page
	Section 4.15 Maintenance of Insurance
	 	 	61	 
	Section 4.16 Future Subsidiary Guarantors; Release of Subsidiary Guarantors
	 	 	63	 
	Section 4.17 Limitations on Layering Indebtedness
	 	 	64	 
	 
	 	 	 	 
	ARTICLE V MERGER, CONSOLIDATION OR SALE OF ASSETS
	 	 	64	 
	Section 5.01 Merger, Consolidation or Sale of Assets of the Issuer
	 	 	64	 
	Section 5.02 Merger, Consolidation or Sale of Assets by a Subsidiary Guarantor
	 	 	65	 
	 
	 	 	 	 
	ARTICLE VI DEFAULTS AND REMEDIES
	 	 	66	 
	Section 6.01 Events of Default
	 	 	66	 
	Section 6.02 Acceleration
	 	 	68	 
	Section 6.03 Other Remedies
	 	 	69	 
	Section 6.04 Waiver of Past Defaults
	 	 	69	 
	Section 6.05 Control by Majority
	 	 	69	 
	Section 6.06 Limitation on Suits
	 	 	70	 
	Section 6.07 Rights of the Holders to Receive Payment
	 	 	70	 
	Section 6.08 Collection Suit by Trustee
	 	 	70	 
	Section 6.09 Trustee May File Proofs of Claim
	 	 	70	 
	Section 6.10 Priorities
	 	 	71	 
	Section 6.11 Undertaking for Costs
	 	 	71	 
	Section 6.12 Waiver of Stay or Extension Laws
	 	 	71	 
	 
	 	 	 	 
	ARTICLE VII TRUSTEE
	 	 	72	 
	Section 7.01 Duties of Trustee
	 	 	72	 
	Section 7.02 Rights of Trustee
	 	 	73	 
	Section 7.03 Individual Rights of Trustee
	 	 	75	 
	Section 7.04 Trustee’s Disclaimer
	 	 	75	 
	Section 7.05 Notice of Defaults
	 	 	75	 
	Section 7.06 Reports by Trustee to the Holders
	 	 	75	 
	Section 7.07 Compensation and Indemnity
	 	 	75	 
	Section 7.08 Replacement of Trustee
	 	 	76	 
	Section 7.09 Successor Trustee by Merger
	 	 	77	 
	Section 7.10 Eligibility; Disqualification
	 	 	77	 
	Section 7.11 Preferential Collection of Claims Against Issuer
	 	 	77	 
	 
	 	 	 	 
	ARTICLE VIII DISCHARGE OF INDENTURE; DEFEASANCE
	 	 	78	 
	Section 8.01 Discharge of Liability on Notes
	 	 	78	 
	Section 8.02 Defeasance
	 	 	78	 
	Section 8.03 Conditions to Defeasance
	 	 	79	 
	Section 8.04 Application of Trust Money
	 	 	81	 
	Section 8.05 Repayment to Issuer
	 	 	81	 
	Section 8.06 Indemnity for Government Securities
	 	 	81	 
	Section 8.07 Reinstatement
	 	 	81	 
	 
	 	 	 	 
	ARTICLE IX AMENDMENTS AND WAIVERS
	 	 	82	 
	Section 9.01 Without Consent of the Holders
	 	 	82	 
	Section 9.02 With Consent of the Holders
	 	 	82	 






- ii -









 






	 	 	 	 	 
	 	 	Page
	Section 9.03 Compliance with Trust Indenture Act
	 	 	83	 
	Section 9.04 Revocation and Effect of Consents and Waivers
	 	 	84	 
	Section 9.05 Notation on or Exchange of Notes
	 	 	84	 
	Section 9.06 Trustee to Sign Amendments
	 	 	84	 
	Section 9.07 Payment for Consent
	 	 	84	 
	Section 9.08 Additional Voting Terms
	 	 	85	 
	 
	 	 	 	 
	ARTICLE X INTENTIONALLY OMITTED
	 	 	85	 
	 
	 	 	 	 
	ARTICLE XI GUARANTEES
	 	 	85	 
	Section 11.01 Guarantees of the Notes
	 	 	85	 
	Section 11.02 Limitation on Liability; Release and Discharge
	 	 	87	 
	Section 11.03 Execution and Delivery
	 	 	87	 
	Section 11.04 Right of Contribution
	 	 	87	 
	Section 11.05 No Subrogation
	 	 	87	 
	 
	 	 	 	 
	ARTICLE XII MISCELLANEOUS
	 	 	88	 
	Section 12.01 Trust Indenture Act Controls
	 	 	88	 
	Section 12.02 Notices
	 	 	88	 
	Section 12.03 Communication by the Holders with Other Holders
	 	 	89	 
	Section 12.04 Certificate and Opinion as to Conditions Precedent
	 	 	89	 
	Section 12.05 Statements Required in Certificate or Opinion
	 	 	89	 
	Section 12.06 When Notes Disregarded
	 	 	90	 
	Section 12.07 Rules by Trustee, Paying Agent and Registrar
	 	 	90	 
	Section 12.08 Legal Holidays
	 	 	90	 
	Section 12.09 Governing Law; Waiver of Trial by Jury
	 	 	90	 
	Section 12.10 Jurisdiction; Consent to Service of Process
	 	 	90	 
	Section 12.11 No Recourse Against Others
	 	 	91	 
	Section 12.12 Successors
	 	 	91	 
	Section 12.13 Multiple Originals
	 	 	91	 
	Section 12.14 Table of Contents; Headings
	 	 	91	 
	Section 12.15 Indenture Controls
	 	 	92	 
	Section 12.16 Severability
	 	 	92	 





Appendix A — Provisions Relating to Original Notes, Additional Notes and Exchange Notes



EXHIBIT INDEX




Exhibit A — Form of Original Note and Additional Note

Exhibit B — Form of Exchange Note

Exhibit C — Form of Transferee Letter of Representation

Exhibit D — Form of Supplemental Indenture





- iii -









 








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)(2)
	 	7.06
	(c)
	 	7.06
	(d)
	 	4.02; 4.09
	314(a)
	 	4.02; 4.09
	(b)(2)
	 	10.03
	(c)(1)
	 	12.04
	(c)(2)
	 	12.04
	(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








 




			
	N.A.	 	Means Not Applicable.






- iv -









 








          THIS
INDENTURE dated as of [                                         , 20___] 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 [                    ], as 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) up to $100,000,000 aggregate principal amount of the Issuer’s
Floating Rate Senior Notes due 2016 (the “Original Notes”) issued on the Issue Date (as defined
herein) in the form of Exhibit A, (b) any Additional Notes (as defined herein) in the form of
Exhibit A, and (c) if and when issued as provided in the Registration Rights Agreement (as defined
in Appendix A hereto (the “Appendix”)), the Issuer’s Floating Rate Senior Notes due 2016 (the
“Exchange Notes” and, together with the Additional Notes and the Original Notes, the “Notes”)
issued in the Registered Exchange Offer (as defined in the Appendix) in exchange for any Original
Notes or Additional Notes in the form of Exhibit B.




ARTICLE I

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 Interest” means all additional interest then owing pursuant to the Registration
Rights Agreement.




          “Additional Notes” means the Issuer’s Floating Rate Senior 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 (i) the NextView agreement with the
National Geospatial-Intelligence Agency, (ii) the EnhancedView Imagery Acquisition Contract, and
(iii) any other similar contract or agreement with respect to the design, construction and launch
of a Satellite; 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.




          “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 [                                        ]1 (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 [                    ]2






 




			
	1	 	The third anniversary of the Issue Date




- 2 -









 









(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 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 $1.0 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;






 




			
	2	 	The third anniversary of the Issue Date




- 3 -









 










          (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:




          (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.




          “Calculation Agent” means the agent appointed by the Issuer from time to time to calculate the
interest rate on the Notes, which shall initially be the Trustee. All calculations made by any
Calculation Agent shall, in the absence of manifest error, be conclusive for all purposes and
binding on the Issuer, the Subsidiary Guarantors and the Holders of the Notes.




          “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.







- 4 -









 








          “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) 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






- 5 -









 







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 Effective 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 Effective Date or
whose election or nomination for election was previously 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.




          “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 Senior Secured Notes Offering Memorandum.




          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 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.







- 7 -









 








          “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.




          “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.




          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







- 8 -









 








          (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.




          “Determination Date,” with respect to an Interest Period, will be the second London Banking
Day preceding the first day of such Interest Period.




          “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.




          “Effective Date” means [March           , 2010]3.




          “EnhancedView Imagery Acquisition Contract” means the EnhancedView Imagery Acquisition
Contract awarded to the Issuer under the EnhancedView Imagery Acquisition Program Solicitation
(solicitation number HM021009R0002).






 




			
	3	 	Date of signing of Securities Purchase Agreement




- 9 -









 










          “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 and the GeoEye-2 Preferred 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; provided that the aggregate proceeds received by the Issuer exceed $25.0
million.




          “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 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




          (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) 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.




          “Existing 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 Effective Date.







- 10 -









 








          “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).




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




          “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 Existing Indenture.




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




          “Fully Fund” means that on a consolidated basis, the Issuer and its Restricted Subsidiaries
have a sufficient amount of free cash flow during the expected period of procurement or
construction to completion of a Satellite based on the Issuer’s most recent forecast, together with
the dollar amount of any award from the National Geospatial-Intelligence Agency for such Satellite,
the balances of cash and Cash Equivalents as shown on the most recent internal financial statements
and the committed and undrawn borrowing capacity under Credit Facilities not maturing during such
period, to finance all costs and expenses associated with the procurement or construction of a
complete Satellite (excluding launch costs and insurance and In-Orbit Insurance).




          “GAAP” means generally accepted accounting principles in the United States in effect on the
Effective 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.







- 11 -









 








          “GeoEye-1 Satellite Event of Loss” means a Satellite Event of Loss with respect to GeoEye-1.




          “GeoEye-2” means the Issuer’s satellite of the same name.




          “GeoEye-2 Preferred Stock” means the Preferred Stock of the Issuer issued to [Cerberus]
pursuant that certain Securities Purchase Agreement dated as of
[     ]..




          “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, 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.







- 12 -









 








          “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 (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.







- 13 -









 








          “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
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 Senior Secured Notes then outstanding and any Refinancing Indebtedness for
the Indebtedness under the Senior Secured Notes plus any Indebtedness secured by a Lien pursuant to
the following clauses of the definition of “Permitted Liens”: (1), (7) and (14), (5) and (17) (in
each case, to the extent such Liens are on assets not excluded from the collateral for the Senior
Secured Notes), (22) (with respect to Indebtedness incurred under clause (xvii) of Section
4.03(c)), (26) and (27) (to the extent applicable to clauses (1), (4), (5) and (24) of the
definition of “Permitted Liens”).




          “Interest Period” means the period commencing on and including an interest payment date and
ending on and including the day immediately preceding the next succeeding interest payment date,
with the exception that the first Interest Period shall commence on and include the date of the
Indenture and end on and include [                    ].




          “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,






- 14 -









 







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;




          (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 [                                         , 20___].




          “LIBOR,” with respect to an Interest Period, will be the rate (expressed as a percentage per
annum) for deposits in U.S. dollars for a three-month period beginning on the second London Banking
Day after the Determination Date that appears on Reuters Screen LIBOR01 Page as of 11:00 a.m.,
London time, on the Determination Date. If Reuters Screen LIBOR01 Page does not include such a rate
or is unavailable on a Determination Date, the Calculation Agent will request the principal London
office of each of four major banks in the London interbank market, as selected by the Calculation
Agent, to provide such bank’s offered quotation (expressed as a percentage per annum), as of
approximately 11:00 a.m., London time, on such Determination Date, to prime banks in the London
interbank market for deposits in a Representative Amount in U.S. dollars for a three-month period
beginning on the second London Banking Day after the Determination Date. If at least two such
offered quotations are so provided, the rate for the Interest Period will be the arithmetic mean of
such quotations. If fewer than two such quotations are so provided, the Calculation Agent will
request each of three major banks in New York City, as selected by the Calculation Agent, to
provide such bank’s rate (expressed as a percentage per annum), as of approximately 11:00 a.m., New
York City time, on






- 15 -









 







such Determination Date, for loans in a Representative Amount in U.S. dollars to leading
European banks for a three-month period beginning on the second London Banking Day after the
Determination Date. If at least two such rates are so provided, the rate for the Interest Period
will be the arithmetic mean of such rates. If fewer than two such rates are so provided, then the
rate for the Interest Period will be the rate in effect with respect to the immediately preceding
Interest Period. Notwithstanding the foregoing, LIBOR shall not be less than 2.00%.




          “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.




          “London Banking Day” is any day on which dealings in US. dollars are transacted or, with
respect to any future date, are expected to be transacted, in the London interbank market.




          “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), 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.




          “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.







- 16 -









 








          “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.




          “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 Business” means any business conducted or proposed to be conducted by the Issuer on
the Effective 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 Effective Date and Investments made pursuant to binding
commitments in effect on the Effective 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 Effective 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 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”;







- 17 -









 








          (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 Effective 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 Effective 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 $10.0 million at any one time
outstanding (net of, with respect to the Investment in any particular Person, the cash return
thereon received after the Effective 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 Effective 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 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 Effective 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 Effective Date






- 18 -









 







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 $5.0 million at any one time outstanding.




          “Permitted Liens” means the following types of Liens:




          (1) Liens securing Indebtedness and other obligations under Credit Facilities that was
permitted by the terms of this Indenture to be incurred pursuant to Section 4.03(c)(i) or Section
4.03(c)(xix) and/or securing Hedging Obligations related thereto;




          (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, however, that such Liens are not created or incurred in connection with, or
in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, 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, however, 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;




          (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 the Senior Secured Note 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;







- 19 -









 








          (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;




          (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 -









 








          (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 securing Capitalized Lease Obligations or other Indebtedness permitted to be
incurred under Section 4.03(c)(iv) and Section 4.03(c)(xvii); 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 clauses (iv) and (xvii);




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




          (24) Liens securing the Senior Secured Notes or the Senior Secured Guarantees, in each case,
as in effect on the Effective Date;




          (25) 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 or other Indebtedness
permitted to be incurred under Section 4.03(c); provided, however, that the aggregate amount of
Indebtedness and other obligations permitted to be secured pursuant to this clause (25) does not
exceed $5.0 million outstanding at any one time; and




          (26) Refinancings of Indebtedness secured by any Liens referred to in clauses (1), (4), (5),
(23) and (24); provided, however, 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.




          “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.




          “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.







- 21 -









 








          “Representative Amount” means a principal amount of not less than $1,000,000 for a single
transaction in the relevant market at the relevant time.




          “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, however, 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,
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 to Adjusted Cash EBITDA Ratio” means, with respect to any Person for the
relevant Secured Debt Calculation Period (as defined below), the ratio determined in accordance
with the next succeeding paragraph.




          For purposes of this definition, the Secured Debt Calculation Period shall mean:




          (a) the fiscal quarter ended December 31, 2009, if the most recently ended fiscal quarter for
which internal financial statements are available is December 31, 2009, in which case the ratio
shall be the ratio of (1) Secured Consolidated Total Indebtedness as of the end of such fiscal
quarter to (2) Adjusted Cash EBITDA for the quarters ended September 30, 2009 and December 31, 2009
annualized;




          (b) the fiscal quarter ended March 31, 2010, if the most recently ended fiscal quarter for
which internal financial statements are available is March 31, 2010, in which case the ratio shall
be the ratio of (1) Secured Consolidated Total Indebtedness as of the end of such fiscal






- 22 -









 







quarter to (2) Adjusted Cash EBITDA for the quarters ended September 30, 2009, December 31,
2009 and March 31, 2010 annualized; and




          (c) the fiscal quarter ended June 30, 2010 or any subsequent fiscal quarter end, if the most
recently ended fiscal quarter for which internal financial statements are available is June 30,
2010 or any fiscal quarter ending thereafter, in which case the ratio shall be the ratio of (1)
Secured Consolidated Total Indebtedness as of the end of such fiscal quarter to (2) Adjusted Cash
EBITDA for the latest four completed fiscal quarters for which internal financial statements are
available;




          in each case 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.




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




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




          “Senior Secured Note Indenture” means the indenture, dated October 9, 2009, between the Issuer
and The Bank of New York Mellon, as amended and supplemented to the Effective Date.




          “Senior Secured Notes” means the Issuer’s 9.625% senior secured notes due 2015 issued under
the Senior Secured Note Indenture.




          “Senior Secured Notes Offering Memorandum” means the Offering Memorandum, dated September 23,
2009, relating to the sale of the Senior Secured Notes by the Issuer.




          “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.




          “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.







- 23 -









 








          “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.




          “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 [                    ]4;
provided, however, that if the period from such
redemption date to [                    ]5 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.






 




			
	4	 	The third anniversary of the Issue Date
	 
	5	 	The third anniversary of the Issue Date




- 24 -









 










          “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 Division
Corporate Finance Unit (or any successor unit) 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, [                    ], 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.




          “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 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.




          “Vendor Financing” means any Indebtedness permitted under Section 4.03(c)(xvii) but only to
the extent such Indebtedness is owing to the manufacturer of the Satellites.




          “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.







- 25 -









 








          “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.







- 26 -









 








          Section 1.02 Other Definitions.




	 	 	 	 	 
	 	 	Defined in
	          Term	 	Section
	Affiliate Transaction

	 	 	4.07
	Agent Members

	 	Appendix A

	Appendix

	 	Preamble

	Asset Sale Offer

	 	 	4.06(b)
	Bankruptcy Law

	 	 	6.01
	Change of Control

	 	 	9
	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 Note

	 	Appendix A

	Depository

	 	Appendix A

	Euroclear

	 	Appendix A

	Event of Default

	 	 	6.01
	Excess Proceeds

	 	 	4.06(b)
	Exchange Notes

	 	Preamble

	Global Notes

	 	Appendix A

	Global Notes Legend

	 	Appendix A

	IAI

	 	Appendix

	incorporated provision

	 	Appendix A

	incur

	 	 	12.01
	Initial Purchasers

	 	Appendix A

	Issuer

	 	1, Preamble

	Legal Defeasance

	 	 	8.02(a)
	Notes

	 	Preamble

	Offer Period

	 	 	4.06(d)
	Original Notes

	 	Preamble

	Paying Agent

	 	 	2.04
	Permitted Debt

	 	 	43,4.03(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







- 27 -









 






	 	 	 	 	 
	 	 	Defined in
	          Term	 	Section
	Regulation S Notes

	 	Appendix A

	Restricted Global Notes

	 	Appendix A

	Restricted Notes Legend

	 	Appendix A

	Restricted Payments

	 	 	4.04(a)
	Restricted Period

	 	Appendix A

	Restricted Proceeds Offer

	 	 	4.17
	Reversion Date

	 	 	4.12
	Rule 144A

	 	Appendix A

	Rule 144A Notes

	 	Appendix A

	Rule 501

	 	Appendix A

	Satellite Event of Loss

	 	 	65
	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












- 28 -









 








          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.




          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;




          (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; and




          (j) whenever in this Indenture there is mentioned, in any context, principal, interest or any
other amount payable under or with respect to any Notes, such mention shall be






- 29 -









 







deemed to include mention of the payment of Additional Interest, to the extent that, in such
context, additional interest is, was or would be payable in respect thereof.




ARTICLE II

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 $100,000,000;
provided that the Issuer may elect, pursuant to the Purchase Agreement, to only issue
Original Notes in the aggregate amount of at least $25,000,000 on the Issue Date; provided,
further, that if Original Notes are issued for less than $100,000,000 on the Issue Date,
the Issuer shall be obligated under this Indenture and the Purchase Agreement, to issue Additional
Notes on or prior to June 30, 2011 in an amount that, together with the amount of the Original
Notes, are in the aggregate amount of $100,000,000.




          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, (ii) each issuance
of such Additional Notes are in an amount of at least $25,000,000 and (iii) 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:




               (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;



               (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; and



               (4) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not
be issued in the form set forth in Exhibit A, but shall be issued in the form of Exchange Notes as
set forth in Exhibit B.



          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






- 30 -









 







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. Provisions relating to the Original Notes, the
Additional Notes and the Exchange Notes are set forth in the Appendix, which is hereby incorporated
in and expressly made a part of this Indenture. The Original Notes, the Additional Notes (if
issued as Transfer Restricted 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. (i) The Exchange Notes and the Trustee’s certificate of authentication and (ii)
any Additional Notes issued other than as Transfer Restricted Notes and the Trustee’s certificate
of authentication shall each be substantially in the form of Exhibit B, 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.




          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 up to $100,000,000, (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 and (c) the Exchange Notes for issue in a
Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount
of Original Notes and Additional Notes exchanged pursuant thereto or otherwise pursuant to an
effective registration statement under the Securities Act. Such order shall specify the amount of
the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated
and whether the Notes are to be Original Notes, Additional Notes or Exchange 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 terms of
such appointment, an authenticating agent may authenticate Notes






- 31 -









 







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 in the
Borough of Manhattan, the City of New York, the State of New York 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 appropriate
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 appropriate
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. 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 the Appendix. When a Note is presented to the Registrar with a request to register
a transfer, the Registrar shall register the transfer as requested if its requirements therefor 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 or the Registrar 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.




          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
Issuer shall issue and the Trustee shall authenticate a replacement Note if the Holder (a) provides
to the Issuer and the Trustee evidence to their reasonable satisfaction of such loss,






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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 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.




          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:




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



               (ii) 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



               (iii) 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
knows to be so owned will be so disregarded).




          (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






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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. 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 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 or deliver canceled
Notes to the Issuer pursuant to written direction by an Officer. 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.




          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 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.







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ARTICLE III

REDEMPTION




          Section 3.01 Redemption at Option of Issuer. (a) At any time on or after [                                         ,
20___]6, 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 and Additional Interest, if any,
to the redemption date, if redeemed during the twelve-month period
beginning on [     ] of the years
indicated below:




	 	 	 	 	 
	20[___]7
	 	 	105.000	%
	20[___]8
	 	 	102.500	%
	20[___]9 and thereafter
	 	 	100.000	%






          (b) At
any time prior to
[          
          ,
20     ]10, 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 and Additional Interest, if any, 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.




          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 [                    ], 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 110.00% of the principal amount
of the Notes, plus accrued and unpaid interest and Additional Interest, if any, 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:




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






 




			
	6	 	The third anniversary of the Issue Date
	 
	7	 	Year 4
	 
	8	 	Year 5
	 
	9	 	Year 6
	 
	10	 	The third anniversary of the Issue Date




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          (b) 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, 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). 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 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 or Additional 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;



- 37 -









 





               (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, that if the redemption date is after a
regular record date and on or prior to the interest payment date, the accrued interest and
Additional Interest, if any, 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.




          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 and Additional Interest, if any, 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.







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ARTICLE IV

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
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.




          (c) Additional Interest shall be paid at the same times, in the same manner and to the same
Persons as ordinary interest on the Notes. The Issuer shall notify the Trustee within five
Business Days after each and every date on which an event occurs in respect of which Additional
Interest is required to be paid and of the amount of such Additional Interest.




          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 March 31, 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






- 39 -









 







available such information to securities analysts and prospective investors upon request, in
addition to providing such information to the Trustee and the Holders.




          The Issuer shall also furnish to Holders, securities analysts and prospective investors upon
request the information required to be delivered pursuant Rule 144A(d)(4) under the Securities Act.




          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.




          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 4.50 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) Intentionally Omitted.




          (c) 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
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) $30.0 million and (y) 25% 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;



- 40 -









 





               (ii) Indebtedness represented by the Notes (other than Additional Notes after the aggregate
amount of issued Original Notes and Additional Notes exceeds $100,000,000) and any Guarantees
thereof issued on the Issue Date and the Exchange Notes and the related Guarantees to be issued
pursuant to the Registration Rights Agreement;



               (iii) Indebtedness existing on the Effective 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 (iv), does not exceed $25.0 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, however, 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, however,
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,
however, 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



- 41 -









 




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 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 Sections 4.03(c)(ii),
(iii), (iv), (xvii), (xviii) and (xix) and this Section 4.03(c)(xii) 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, however, 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, (G) shall not have a Stated Maturity prior to the
Stated Maturity of the Indebtedness being refunded or



- 42 -









 




refinanced and (H) to the extent such Refinancing Indebtedness refinances Indebtedness that is
by its terms unsecured, such Refinancing Indebtedness is by its terms unsecured;




               (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;



               (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 Restricted Subsidiary to finance
the procurement, construction and/or launch of one or more Satellites after the Effective Date in
an amount outstanding at any one time not to exceed $50.0 million; provided that (w) the Secured
Debt to Adjusted Cash EBITDA Ratio is less than 3.25 to 1.00 on a pro forma basis (including a pro
forma application of the net proceeds therefrom), (x) if such Indebtedness is secured by Liens, a
responsible financial or accounting officer of the Issuer shall certify in an Officers’ Certificate
that the Issuer is able to Fully Fund such Satellite or Satellites and at the time of such
incurrence or issuance, the Issuer or a Restricted Subsidiary shall have been selected by the
National Geospatial-Intelligence Agency for an award with respect to such Satellite and (y) all net
proceeds from Indebtedness incurred or issued under this clause (xvii) shall only be available to
the Issuer or the Restricted Subsidiaries (i) for use in connection with the procurement,
construction and/or launch of such Satellite or (ii) to make a Restricted Proceeds Offer (as
defined in the Senior Secured Note Indenture) in accordance with the procedures set forth in the
Senior Secured Note Indenture. If any net proceeds remain after consummation of such a Restricted
Proceeds Offer, the Issuer may use that remaining amount of net proceeds for any purpose not
otherwise prohibited by this Indenture;



               (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



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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 the Issuer or any Restricted Subsidiary incurred on or after the
Effective Date in an aggregate principal amount outstanding at any one time not to exceed $50.0
million; provided that, in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor,
the aggregate principal amount of such Indebtedness outstanding at any one time shall not exceed
$5.0 million; and



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



          (d) Except as permitted by clauses (viii) 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 (xxi) 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:







- 44 -









 








               (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);



               (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 Senior Unsecured Pari Passu Indebtedness (excluding any
intercompany indebtedness between or among the Issuer and any Subsidiary Guarantor permitted under
Section 4.03(c)(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) the Issuer would, 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, have been able to incur at least $1.00 of additional Indebtedness under Section 4.03(a);
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 Effective 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) 75% of the aggregate Consolidated Net Income of the Issuer (or, if Consolidated Net Income
is a loss, minus 100% of the amount of the loss) accrued during the period (treated as one
accounting period) from the Effective Date to the end of the most recent fiscal quarter ending
prior to the date the Restricted Payment is to be made (the “Reference





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Date”) for which internal financial statements are available (treated as one accounting
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 Effective 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 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 Effective 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 Effective 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 Effective 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);



- 46 -









 





               (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 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



- 47 -









 




permitted for such twelve-month period, any amount of unutilized capacity under this clause
(iv) attributable to the immediately preceding twelve-month period, but not to exceed $10.0 million
since the Effective Date; 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 Effective 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 Effective 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; and



               (ix) other Restricted Payments in an aggregate amount not to exceed $25.0 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), (ix) and (x) 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,






- 48 -









 







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:




                    (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 and the Guarantees;



                    (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;



- 49 -









 





                    (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 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



- 50 -









 




(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;



                    (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; and



                    (3) to the extent any such Asset Sale or series of related Asset Sales involves aggregate
consideration in excess of $5.0 million, the Issuer delivers an Officers’ Certificate to the
Trustee certifying that such Asset Sale or series of Asset Sales complies with clauses (1) and (2)
above.



          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



               (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).



          (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 Effective 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 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






- 51 -









 







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) redeem the Senior Secured Notes;



                    (2) 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



                    (3) 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.



          (c) The Issuer shall apply Event of Loss Proceeds received as a result of a Satellite Event of
Loss described in this paragraph as follows:




                    (1) in the case of a GeoEye-1 Satellite Event of Loss (except as described in clauses (2) or
(3) of this Section 4.06(c)), all Event of Loss Proceeds shall be applied to make an Asset Sale
Offer in accordance with Section 4.06(d);



                    (2) in the case of a GeoEye-1 Satellite Event of Loss if at such time the Issuer shall have
been selected by the National Geospatial-Intelligence Agency for an award with respect to a new
Satellite, (A) 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,
provided that such acquisition or construction (i) has occurred within 180 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) previously entered into or entered into by the Issuer or a
Restricted Subsidiary within 180 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, and (B) if
after the commencement of commercial operations by the Issuer or a Restricted Subsidiary of such
new Satellite, the aggregate amount on such date of commencement of commercial operations of (x)
cash and Cash Equivalents of the Issuer and the Restricted Subsidiaries less (y) the sum of $25
million plus the net cash proceeds of Equity Offerings (disregarding, for the purposes of this
clause (B) only, the requirement in the definition thereof that the Issuer receive aggregate
proceeds from such Equity Offering exceeding $25 million) consummated after the Issue Date shall be
applied to make an Asset Sale Offer in accordance Section 4.06(d); and



                    (3) in the case of any Satellite Event of Loss (other than with respect to IKONOS or
OrbView-2) at a time when a Satellite has been launched after the Issue



- 52 -









 




Date, all 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 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) previously entered into or 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 (i) 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)
(relating to Asset Sales and certain Satellite Events of Loss) or after 180 days or 365 days, as
applicable, in accordance with clauses (2) or (3) of Section 4.06(c) (relating to certain Satellite
Events of Loss) less (ii) the portion, if any, of such Net Proceeds and Event of Loss Proceeds paid
by the Issuer as the purchase price of Senior Secured Notes pursuant to an asset sale offer made
pursuant to Section 4.06(c) of the Senior Secured Note Indenture or any similar provision in any
Refinancing Indebtedness for the Indebtedness under the Senior Secured Notes (the difference
between the aggregate amounts set forth in clauses (i) and (ii) of this paragraph, the “Excess
Proceeds”) exceeds $15.0 million, the Issuer will be required to make an offer to all Holders (an
“Asset Sale Offer”) to purchase the maximum principal amount of Notes that may be purchased out of
the Excess Proceeds. Except as described in the following paragraphs, the Issuer will be required
to mail within 60 days of the last date for which an asset sale offer remains open under the Senior
Secured Note Indenture or any Refinancing Indebtedness for the Indebtedness under the Senior
Secured Notes (or, if no Senior Secured Notes or Refinancing Indebtedness for the Indebtedness
under the Senior Secured Notes is outstanding, 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 120 days (or 60 days if no Senior Secured Notes or any Refinancing Indebtedness for the
Indebtedness under the Senior Secured Notes is outstanding) 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 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.




          The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued
and unpaid interest and Additional Interest, if any, to the date of purchase, 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
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds or additional Event of
Loss Proceeds, the Trustee will select the Notes to be purchased in compliance with the
requirements of the principal national securities exchange, if






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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; provided, that the Trustee may make such
adjustments (upward or downward) such that the principal amount of the Notes 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.




          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-2 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-2 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 and the amount of Net Proceeds and Event of Loss Proceeds
paid by the Issuer as the purchase price of Senior Secured Notes or any Refinancing Indebtedness
for the Indebtedness under the Senior Secured Notes, (ii) the allocation of the Net Proceeds or the
Events of 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






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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.




          (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) A new Note in principal amount equal to the unpurchased portion of any Note purchased in
part shall be issued in the name of the Holder thereof 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”), 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 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) with respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration equal to or less than $5.0 million, such Affiliate Transaction is
approved by a responsible Officer of the Issuer;



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               (iii) the Issuer delivers to the Trustee, with respect to any Affiliate Transaction or series
of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million but
less than $25.0 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



               (iv) the Issuer receives, with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration equal to or in excess of $25.0 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 files the same with 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



               (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.



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          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 and Additional
Interest, if any, 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.




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




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



               (ii) 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
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 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.




          (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






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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. Upon request of the Trustee, 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, unless all payments due under this Indenture and the Notes
are secured on an equal and ratable basis with the obligations so secured until such time as such
obligations are no longer secured by a Lien; provided that if such Indebtedness is by its
terms expressly subordinated to the Notes or any Guarantee, the Lien securing such Indebtedness
shall be subordinate and junior to the Lien securing the Notes and the Guarantees with the same
relative priority as such subordinate or junior Indebtedness shall have with respect to the Notes
and the Guaranatees.




          Section 4.12 Covenant Suspension. If at any time after the Effective 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 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






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upon termination of the Suspension Period or after that time based solely on events that
occurred during the Suspension Period).




          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(c) (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(c) 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(c)(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 in the Borough of Manhattan, the City of New York, 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 or for exchange and where notices and demands
to or upon the Issuer in respect of the Notes and this Indenture may be served. 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.







- 60 -









 








          (c) The Issuer hereby designates the corporate trust office of the Trustee or its agent, in
the Borough of Manhattan, the City of New York 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.




          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 Effective 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 Effective Date, obtain, maintain and keep in full
force and effect at all times In-Orbit Insurance for total aggregate coverage of all



- 61 -









 




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 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.




          (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 Trustee on behalf of the Holders as
an additional named insured.




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







- 62 -









 








          (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 in the form of Exhibit D
pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior
unsecured basis all of the Issuer’s obligations under the Notes and this Indenture on the terms set
forth in Article 11; and



                    (2) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been
duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitutes a
legal, valid, binding and enforceable obligation 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 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 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;



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               (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.



          Section 4.17 Limitations on Layering Indebtedness. The Issuer will not, and will not
permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness that is or
purports to be by its terms (or by the terms of any agreement governing such Indebtedness)
subordinated in right of payment to any other Indebtedness of the Issuer or of such Restricted
Subsidiary, as the case may be, unless such Indebtedness is also by its terms (or by the terms of
any agreement governing such Indebtedness) made expressly subordinated in the right of payment to
the Notes or the Guarantee of such Restricted Subsidiary, to the same extent and in the same manner
as such Indebtedness is subordinated in right of payment to such other Indebtedness of the Issuer
or such Restricted Subsidiary, as the case may be. For purposes of the foregoing, no Indebtedness
will be deemed to be subordinated in right of payment to any other Indebtedness of the Issuer or
any Restricted Subsidiary solely by virtue of being unsecured or secured by a junior priority lien
or by virtue of the fact that the holders of such Indebtedness have entered into intercreditor
agreements or other arrangements giving one or more of such holders priority over the other holders
in the collateral held by them, including intercreditor agreements that contain customary
provisions requiring turnover by holders of junior prior liens of proceeds of collateral in the
event that the security interests in favor of the holders of the senior priority in such intended
collateral are not perfected or invalidated and similar customary provisions protecting the holders
of senior priority liens.




ARTICLE V

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 and the Registration



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Rights Agreement pursuant to supplemental indentures or other agreements or instruments in
form reasonably satisfactory to the Trustee;




               (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 and the
Registration Rights 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 and the Registration Rights 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), interest and Additional 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 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



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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 and the Registration Rights Agreement pursuant to supplemental indentures or
other agreements or instruments in form reasonably satisfactory to the Trustee;



               (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 and the Registration Rights
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), interest and Additional 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.




ARTICLE VI

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 or Additional Interest, if any, 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 or the Registration Rights
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, Section 4.17 or Article 5, which
in each case will constitute an Event of Default after receipt of the notice






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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 $35.0 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 $35.0 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 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;



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               (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 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.




          (i) 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.




          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 this 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 and Additional
Interest, if any, 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 and Additional Interest, if any, 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;



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               (iv) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee
for its expenses, disbursements and advances; 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.




          Section 6.03 Other Remedies. If an Event of Default occurs and is continuing, the
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 or this
Indenture.




          The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by 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 or Additional Interest,
if any, 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 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 of exercising any trust or power conferred on the
Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this
Indenture or, subject to Section 7.01, that the Trustee determines is unduly






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prejudicial to the rights of any other Holder or that would involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed proper by the
Trustee that is not inconsistent with such direction. Prior to taking any action under this
Indenture, the 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;



               (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 and Additional Interest, if any, 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






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disbursements and advances of the Trustee (including counsel, accountants, experts or such
other professionals as the 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, its agents and its counsel, and any other amounts due the Trustee under Section
7.07.




          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. 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 for amounts due under Section 7.07;




          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.




          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,






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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.




ARTICLE VII

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 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 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.



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          (d) Every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section 7.01.




          (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.




          Section 7.02 Rights of Trustee.




          (a) The Trustee may conclusively rely on any 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 or omits to take in good faith
which it believes to be authorized or within its rights or powers; provided, however, that the
Trustee’s conduct does not constitute willful misconduct or 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 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






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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 and each
agent, custodian and other Person employed to act hereunder.




          (i) The Trustee shall not be deemed to have knowledge of 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 4.01, 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 Bonds 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, 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, 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 permissive right of the Trustee to take or refrain from taking any actions enumerated
in this Indenture shall not be construed as a duty.







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          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.




          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, any Guarantee or the Notes, 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 in any document issued in connection with the sale of the Notes or in the Notes other
than the Trustee’s certificate of authentication.




          Section 7.05 Notice of Defaults. If a Default occurs and is continuing and if it is
actually known to the Trustee, the Trustee shall mail to each Holder notice of the Default within
the 90 days after it occurs. Except in the case of a 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, 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 services. 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 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 against any and all loss, liability, claim, damage or expense
(including reasonable attorneys. fees and expenses) 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 Issuer, any Subsidiary Guarantor, any Holder or any other
Person). 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






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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, 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 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, provided 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 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 may 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;



               (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






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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, 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.




          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.







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ARTICLE VIII

DISCHARGE OF INDENTURE; DEFEASANCE




          Section 8.01 Discharge of Liability on Notes. This Indenture 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 and Additional
Interest, if any, 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.




          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 and the Guarantees (“Legal Defeasance”) except for:







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               (i) the rights of Holders of outstanding Notes issued thereunder to receive payments in
respect of the principal of, or interest or premium and Additional Interest, if any, 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) or 6.01(h).




          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 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:







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               (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 and Additional Interest, 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;



               (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



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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 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.







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ARTICLE IX

AMENDMENTS AND WAIVERS




          Section 9.01 Without Consent of the Holders. The Issuer, the Subsidiary Guarantors
and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees 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;



               (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 Exchange Notes or Additional Notes in compliance with
this Indenture and the Registration Rights Agreement, as applicable; or



               (ix) 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 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 or the Guarantees 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






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Holder of an outstanding Note affected, an amendment, supplement or waiver of this Indenture,
the Notes or the Guarantees 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 or Additional Interest, if any, 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;



               (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, release any Guarantee; or



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



          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.





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          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 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 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 such amendment, 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).




          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




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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.




          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 X

INTENTIONALLY OMITTED




ARTICLE XI

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




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claim or demand or to enforce any right or remedy against the Issuer or any other person under this
Indenture, the Notes 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 or any other agreement; (d) the failure of any Holder or the Trustee to
exercise any right or remedy against any other Subsidiary Guarantor, or (e) any change in the
ownership of the Issuer; (f) by any default, failure or delay, willful or otherwise, in the
performance of the Guarantor Obligations, or (g) 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.





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          (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 and the Holders
and, in the event of any transfer or assignment of rights by any Holder or the Trustee the rights
and privileges conferred upon that 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 Subsidiary Guarantee set
forth in this Indenture on behalf of the Subsidiary Guarantors. If required by Section 4.16
hereof, the Company 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




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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 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 XII

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: Patrick Shannon, Esq.


if to the Trustee:





[                    ]

[                    ]

[                    ]

Attention: [                    ]

Fax: [                    ]



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          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.




          (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 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 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 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







- 89 -









 








          (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 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 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.







- 90 -









 








          (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.




          (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.







- 91 -









 








          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.







- 92 -









 









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




	 	 	 	 	 
	 	GEOEYE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Joseph F. Greeves 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 
	 	ORBIMAGE Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	William L. Warren 	 
	 	 	Title:  	Senior Vice President, General Counsel and Secretary 	 
	 
	 	ORBIMAGE SI Holdco Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	William L. Warren 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	ORBIMAGE SI Opco Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	William L. Warren 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	i5, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	William L. Warren 	 
	 	 	Title:  	Vice President and Secretary 	 
	 




- 93 -









 





	 	 	 	 	 
	 	M.J. Harden Associates, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	William L. Warren 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	ORBIMAGE License Corp.

 	 
	 	By:  	 	 
	 	 	Name:  	William L. Warren 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	[                    ], as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




- 94 -












 





APPENDIX A




PROVISIONS RELATING TO ORIGINAL NOTES, ADDITIONAL NOTES

AND EXCHANGE NOTES




          1. Definitions.



          1.1 Definitions.



          For the purposes of this Appendix A the following terms shall have the meanings indicated
below:



          “Clearstream” means Clearstream Banking, société anonyme, or any successor securities clearing
agency.



          “Definitive Note” means a certificated Original Note or Additional Note or Exchange Note
(bearing the Restricted Notes Legend if the transfer of such Note is restricted by applicable law)
that does not include the Global Notes Legend.



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



          “Euroclear” means the Euroclear Clearance System or any successor securities clearing agency.



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



          “IAI” means an institutional “accredited investor” as described in Rule 501.



          “Purchase Agreement” means the Purchase Agreement dated March , 2010 among the
Issuer, the Subsidiary Guarantors named in the signature page thereto and the Purchasers and any
purchase agreement for Additional Notes.



          “Purchasers”
means, collectively,
[     ] and [     ], each a party to the Purchase Agreement as a
purchaser and the purchasers of Additional Notes.



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



          “Registered Exchange Offer” means the offer by the Issuer, pursuant to the Registration Rights
Agreement, to certain Holders of the Original Notes and the Additional Notes, to issue and deliver
to such Holders, in exchange for the Notes held by them, a like aggregate principal amount of
Exchange Notes registered under the Securities Act.



          “Registration
Rights Agreement” means (a) the Registration Rights
Agreement dated as of [     ]
among the Issuer, the Subsidiary Guarantors named on the signatures pages thereto and the
Purchasers relating to the Notes and (b) any other similar registration rights agreement relating
to Additional Notes.



App. A-1 









 





          “Regulation S” means Regulation S under the Securities Act.



          “Regulation S Notes” means all Original Notes and Additional Notes offered and sold outside
the United States in reliance on Regulation S.



          “Restricted Notes Legend” means the legends set forth in Sections 2.2(f)(i) herein.



          “Restricted Period”, with respect to any Regulation S Notes, means the period of 40
consecutive days beginning on the later of: (i) the date when such Regulation S Notes were first
offered to Persons other than a distributor or (ii) the date of closing of the offering of such
Regulation S Notes, the date of termination of such period to be set forth in an Officers’
Certificate delivered to the Trustee promptly after the Issue Date.



          “Rule 144A” means Rule 144A under the Securities Act.



          “Rule 144A Notes” means all Original Notes and Additional Notes offered and sold to QIBs in
reliance on Rule 144A.



          “Rule 501” means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.



          “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.



          “Shelf Registration Statement” means a registration statement filed by the Issuer in
connection with the offer and sale of Original Notes and Additional Notes pursuant to the
Registration Rights Agreement.



          “Transfer Restricted Global Notes” means Global Notes and any other Notes that bear or are
required to bear or are subject to the Restricted Notes Legend.



          “Transfer Restricted Notes” means Definitive Notes that bear or are required to bear or are
subject to the Restricted Notes Legend.



          “Unrestricted Definitive Note” means Definitive Notes and any other Notes that are not
required to bear, or are not subject to, the Restricted Notes Legend.



          “Unrestricted Global Note” means Global Notes and any other Notes that are not required to
bear, or are not subject to, the Restricted Notes Legend.



          2. The Notes.



          2.1 Form and Dating; Global Notes. (a) The Original Notes issued on Issue Date and Additional
Notes originally issued as Transfer Restricted Notes or Transfer Restricted Global Notes will be
(i) offered and sold by the Issuer pursuant to the applicable Purchase Agreement and (ii) resold by
the applicable Purchasers initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other
than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Original Notes
and Additional Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance
on Regulation S and, except as set forth below, Accredited



App. A-2 









 




Investors in accordance with Rule 501. Additional Notes offered after the date hereof may be
offered and sold by the Issuer from time to time pursuant to one or more Purchase Agreements in
accordance with applicable law.




          (b) Global Notes. (i) Rule 144A Notes initially shall be represented by one or more Notes in
definitive, fully registered, global form without interest coupons (collectively, the “Restricted
Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in
definitive fully registered, global form without interest coupons (collectively, the “Regulation S
Global Notes”). The term “Global Notes” means, collectively, the Restricted Global Notes and the
Regulation S Global Notes and Exchange Notes issued in global form to the Depository or its
nominee. The Global Notes shall bear the Global Note Legend and the OID 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, (2) be delivered to the Trustee as
custodian for such Depository and (3) except in the case of Exchange Notes, bear the Restricted
Notes Legend.



          Members of, or direct or indirect participants in, the Depository, Euroclear or Clearstream
(“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, as between the Depository, Euroclear or Clearstream as the case may be, and
their respective Agent Members, the operation of customary practices governing the exercise of the
rights of a Holder of any Note.



          (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, Euroclear or Clearstream as the case may be, and
the provisions of Section 2.2. 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 2.1(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.



App. A-3 









 





          (iv) Any Transfer Restricted Note delivered in exchange for an interest in a Global Note
pursuant to Section 2.2 shall, except as otherwise provided in Section 2.2, bear the Restricted
Notes Legend.



          (v) Notwithstanding the foregoing, through the Restricted Period, a beneficial interest in a
Regulation S Global Note may be held only through Euroclear or Clearstream unless delivery is made
in accordance with the applicable provisions of Section 2.2.



          (vi) 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.



          2.2 Transfer and Exchange.



          (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a
whole except as set forth in Section 2.1(b). Global Notes will not be exchanged by the Issuer for
Definitive Notes except under the circumstances described in Section 2.1(b)(ii). Global Notes also
may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.10 of this
Indenture. Beneficial interests in a Global Note may be transferred and exchanged as provided in
Section 2.2(b) or 2.2(c).



          (b) 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 Restricted Global Notes shall be subject to restrictions on
transfer comparable to those set forth herein to the extent required by the Securities Act.
Beneficial interests in Global Notes shall be transferred or exchanged only for beneficial
interests in Global Notes. Transfers and exchanges of beneficial interests in the Global Notes
also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:



               (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in
any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions
set forth in the Restricted Notes Legend; provided, however, that prior to the expiration of the
Restricted Period, transfers of beneficial interests in a Regulation S Global Note may not be made
to a U.S. Person or for the account or benefit of a U.S. Person (other than a Purchaser). A
beneficial interest in an Unrestricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or
instructions shall be required to be delivered to the Registrar to effect the transfers described
in this Section 2.2(b)(i).



               (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests in any Global Note that are not
subject to Section 2.2(b)(i), 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



App. A-4 









 





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 2.2(b)(ii), the Trustee shall adjust the principal amount of the relevant
Global Note pursuant to Section 2.2(g).



               (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A
beneficial interest in a Transfer Restricted Global Note may be transferred to a Person who takes
delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Note if
the transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives
the following: if the transferee will take delivery in the form of a beneficial interest in a
Global Note, then the transferor must deliver a certificate in the form attached to the applicable
Note.



               (iv) Transfer and Exchange of Beneficial Interests in a Transfer Restricted Global Note
for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in a Transfer
Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an
Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the
requirements of Section 2.2(b)(ii) above and the Registrar receives the following:



               (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange
such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate
from such holder in the form attached to the applicable Note; or



               (B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer
such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the
applicable Note,



and, in each such case, if the Issuer so requests or if the applicable rules and procedures of the
Depository, Euroclear or Clearstream, as applicable, so require, an Opinion of Counsel in form
reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained herein and in the
Restricted Notes Legend are no longer required in order to maintain compliance with the Securities
Act. If any such transfer or exchange is effected pursuant to this subparagraph (iv) at a time
when an Unrestricted 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 in accordance with
Section 2.03, the Trustee shall authenticate one or more Unrestricted Global Securities in an
aggregate principal amount equal to the aggregate principal amount of beneficial interests
transferred or exchanged pursuant to this subparagraph (iv).



               (v) Transfer and Exchange of Beneficial Interests in an Unrestricted Global Note for
Beneficial Interests in a Restricted Global Note. Beneficial interests in an



App. A-5 









 




Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery
thereof in the form of, a beneficial interest in a Restricted Global Note.




          (c) 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 2.1(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 2.1(b)(ii).



          (d) 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 Section 2.2(d). Transfers and exchanges of beneficial interests in the
Global Notes also shall require compliance with either subparagraph (i), (ii) or (ii) below, as
applicable:



               (i) Transfer Restricted Notes to Beneficial Interests in Restricted Global Notes. If
any Holder of a Transfer Restricted Note proposes to exchange such Transfer Restricted Note for a
beneficial interest in a Restricted Global Note or to transfer such Transfer Restricted Note to a
Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note,
then, upon receipt by the Registrar of the following documentation:



               (A) if the Holder of such Transfer Restricted Note proposes to exchange such Transfer
Restricted Note for a beneficial interest in a Restricted Global Note, a certificate from such
Holder in the form attached to the applicable Note;



               (B) if such Transfer Restricted Note is being transferred to a Qualified Institutional Buyer
in accordance with Rule 144A under the Securities Act, a certificate from such Holder in the form
attached to the applicable Note;



               (C) if such Transfer Restricted Note is being transferred to a Non-U.S. Person in an offshore
transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate from
such Holder in the form attached to the applicable Note;



               (D) if such Transfer Restricted Note is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144 under the Securities
Act, a certificate from such Holder in the form attached to the applicable Note;



               (E) if such Transfer Restricted Note is being transferred to an IAI in reliance on an
exemption from the registration requirements of the Securities Act other than those listed in
subparagraphs (B) through (D) above, a certificate from such Holder in the form attached to the
applicable Note, and a certificate in the form of Exhibit C to the Indenture and an Opinion of
Counsel in form reasonably acceptable to the Issuer to the effect that such transfer is in
compliance with the Securities Act, if applicable; or



               (F) if such Transfer Restricted Note is being transferred to the Issuer or a Subsidiary
thereof, a certificate from such Holder in the form attached to the applicable Note;



App. A-6 









 




the Trustee shall cancel the Transfer Restricted Note, and increase or cause to be increased the
aggregate principal amount of the appropriate Restricted Global Note.




               (ii) Transfer Restricted Notes to Beneficial Interests in Unrestricted Global Notes.
A Holder of a Transfer Restricted Note may exchange such Transfer Restricted Note for a beneficial
interest in an Unrestricted Global Note or transfer such Transfer Restricted Note to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if
the Registrar receives the following:



               (A) if the Holder of such Transfer Restricted Note proposes to exchange such Transfer
Restricted Note for a beneficial interest in an Unrestricted Global Note, a certificate from such
Holder in the form attached to the applicable Note; or



               (B) if the Holder of such Transfer Restricted Notes proposes to transfer such Transfer
Restricted Note to a Person who shall take delivery thereof in the form of a beneficial interest in
an Unrestricted Global Note, a certificate from such Holder in the form attached to the applicable
Note,


and, in each such case, if the Issuer or the Issuer so requests or if the applicable rules and
procedures of the Depository, Euroclear or Clearstream, as applicable, so require, an Opinion of
Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is
in compliance with the Securities Act and that the restrictions on transfer contained herein and in
the Restricted Notes Legend are no longer required in order to maintain compliance with the
Securities Act. Upon satisfaction of the conditions of this subparagraph (ii), the Trustee shall
cancel the Transfer Restricted Notes and increase or cause to be increased the aggregate principal
amount of the Unrestricted Global Note. If any such transfer or exchange is effected pursuant to
this subparagraph (ii) at a time when an Unrestricted 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 Unrestricted Global Notes in an aggregate
principal amount equal to the aggregate principal amount of Transfer Restricted Notes transferred
or exchanged pursuant to this subparagraph (ii).




               (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes. A Holder of an Unrestricted Definitive Note may exchange such Unrestricted Definitive
Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted
Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer,
the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be
increased the aggregate principal amount of one of the Unrestricted Global Notes. If any such
transfer or exchange is effected pursuant to this subparagraph (iii) at a time when an Unrestricted
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
Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount
of Unrestricted Definitive Notes transferred or exchanged pursuant to this subparagraph (iii).



App. A-7 









 





               (iv) Unrestricted Definitive Notes to Beneficial Interests in Restricted Global
Securities. An Unrestricted Definitive Note cannot be exchanged for, or transferred to a
Person who takes delivery thereof in the form of, a beneficial interest in a Restricted Global
Note.



          (e) 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 2.2(e),
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. In addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following provisions of this
Section 2.2(e).



               (i) Transfer Restricted Notes to Transfer Restricted Notes. A Transfer Restricted
Note may be transferred to and registered in the name of a Person who takes delivery thereof in the
form of a Transfer Restricted Note if the Registrar receives the following:



               (A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the
transferor must deliver a certificate in the form attached to the applicable Note;



               (B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act,
then the transferor must deliver a certificate in the form attached to the applicable Note;



               (C) if the transfer will be made pursuant to an exemption from the registration requirements
of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate in the
form attached to the applicable Note;



               (D) if the transfer will be made to an IAI in reliance on an exemption from the registration
requirements of the Securities Act other than those listed in subparagraphs (A) through (D) above,
a certificate in the form attached to the applicable Note and a certificate in the form of Exhibit
C to the Indenture and an Opinion of Counsel in form reasonably acceptable to the Issuer to the
effect that such transfer is in compliance with the Securities Act, if applicable; and



               (E) if such transfer will be made to the Issuer or a Subsidiary thereof, a certificate in the
form attached to the applicable Note.



               (ii) Transfer Restricted Notes to Unrestricted Definitive Notes. Any Transfer
Restricted Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or
transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note
if the Registrar receives the following:



App. A-8 









 





               (1) if the Holder of such Transfer Restricted Note proposes to exchange such Transfer
Restricted Note for an Unrestricted Definitive Note, a certificate from such Holder in the form
attached to the applicable Note; or



               (2) if the Holder of such Transfer Restricted Note proposes to transfer such Notes to a Person
who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from
such Holder in the form attached to the applicable Note,


and, in each such case, if the Issuer so requests, an Opinion of Counsel in form reasonably
acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes
Legend are no longer required in order to maintain compliance with the Securities Act.




               (iii) Unrestricted Definitive Notes to Transfer Restricted Notes. An Unrestricted
Definitive Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in
the form of, a Transfer Restricted Note.



          (f) Legend.



               (i) Except as permitted by the following paragraphs (ii), (iii), (iv), (v) or (vi), each Note
certificate evidencing the Global Notes and the Definitive Notes (and all Notes issued in exchange
therefor or in substitution thereof) shall bear a legend in substantially the following form (each
defined term in the legend being defined as such for purposes of the legend only):


“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN
THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER
OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE
ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (1) (a) FOR SO
LONG AS THE NOTES ARE ELIGIBLE FOR RESALE UNDER RULE 144A, TO A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE






App. A-9 









 







144 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501
(a) (1), (2), (3) OR (7) OF THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”)) THAT,
PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS
AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN
RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL
ACCEPTABLE TO GEOEYE, INC. THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
BASED UPON AN OPINION OF COUNSEL IF GEOEYE, INC. SO REQUESTS), (2) TO GEOEYE, INC. OR (3) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE
SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.”




Each Definitive Note shall bear the following additional legend:



“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH CERTIFICATES AND
OTHER INFORMATION AS THE ISSUER MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH
THE FOREGOING RESTRICTIONS.”




               (ii) Upon any sale or transfer of a Transfer Restricted Note that is a Definitive Note, the
Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for a
Definitive Note that does not bear the legends set forth above and rescind any restriction on the
transfer of such Transfer Restricted Note if the Holder certifies in writing to the Registrar that
its request for such exchange was made in reliance on Rule 144 (such certification to be in the
form set forth on the reverse of the applicable Notes).



               (iii) After a sale of any Original Notes or Additional Notes pursuant to the Registration
Rights Agreement during the period of the effectiveness of a Shelf Registration Statement with
respect to such Original Notes or Additional Notes, all requirements pertaining to the Restricted
Notes Legend on such Original Notes and Additional Notes shall cease to apply and the requirements
that any such Original Notes and Additional Notes be issued in global form shall continue to apply.



               (iv) Upon the consummation of a Registered Exchange Offer with respect to the Original Notes
and Additional Notes pursuant to the Registration Rights Agreement pursuant to which Holders of
such Original Notes and Additional Notes are offered Exchange Notes in exchange for their Original
Notes and Additional Notes, all requirements pertaining to Original Notes and Additional Notes that
such Notes be issued in global form shall continue to apply, and Exchange Notes in global form
without the Restricted Notes Legend shall be available to Holders that exchange such Original Notes
and Additional Notes in such Registered Exchange Offer.



App. A-10 









 





               (v) Upon a sale or transfer after the expiration of the Restricted Period of any Original Note
and Additional Note acquired pursuant to Regulation S, all requirements that such Original Note or
Additional Note bear the Restricted Notes Legend shall cease to apply and the requirements
requiring any such Original Note or Additional Note be issued in global form shall continue to
apply.



               (vi) Any Additional Notes sold in a registered offering shall not be required to bear the
Restricted Notes Legend.



          (g) Cancellation or Adjustment of Global Note. 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.



          (h) Obligations with Respect to Transfers and Exchanges of Notes.



               (i) To permit registrations of transfers and exchanges, the Issuer shall execute and the
Trustee shall authenticate, Definitive Notes and Global Notes at the Registrar’s request.



               (ii) No service charge shall be made for any registration of transfer or exchange, but the
Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar
governmental charge payable in connection therewith (other than any such transfer taxes,
assessments or similar governmental charge payable upon exchanges pursuant to Sections 3.03(c),
4.06, 4.08 and 9.05 of this Indenture).



               (iii) Prior to the due presentation for registration of transfer of any Note, the Issuer, the
Trustee, a Paying Agent or 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 on such Note and for all other
purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, the Trustee, a
Paying Agent or the Registrar shall be affected by notice to the contrary.



               (iv) 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.



          (i) No Obligation of the Trustee.



App. A-11 









 





               (i) None of the Trustee, the Registrar or the Paying Agent shall have any responsibility or
obligation to any beneficial owner of a Global Note, any Agent Member or any other Person with
respect to the accuracy of the records of the Depository or its nominee or of any Agent Member
thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any
Agent Member, beneficial owner or other Person (other than the Depository) of any notice (including
any notice of redemption or repurchase) or the payment of any amount, under or with respect to such
Notes. All notices and communications to be given to the Holders and all payments to be made to the
Holders under the Notes shall be given or made only to the registered Holders (which shall be the
Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any
Global Note shall be exercised only through the Depository subject to the applicable rules and
procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Agent Member and any beneficial owners.



               (ii) Neither the Trustee nor the Registrar shall have any obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer or exchange imposed under
this Indenture or under applicable law with respect to any transfer or exchange of any interest in
any Note (including any transfers between or among Depository participants, members or beneficial
owners in any Global Note) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when expressly required
by, the terms of this Indenture, and to examine the same to determine substantial compliance as to
form with the express requirements hereof.




App. A-12 









 








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.




[Restricted Notes Legend]



“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN
THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER
OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE
ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (1) (a) FOR SO
LONG AS THE NOTES ARE ELIGIBLE FOR RESALE UNDER RULE 144A, TO A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE






A-1 









 







144 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501
(a) (1), (2), (3) OR (7) OF THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”)) THAT,
PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS
AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN
RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL
ACCEPTABLE TO GEOEYE, INC. THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
BASED UPON AN OPINION OF COUNSEL IF GEOEYE, INC. SO REQUESTS), (2) TO GEOEYE, INC. OR (3) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE
SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.”




Each Definitive Note shall bear the following additional legend:



“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH CERTIFICATES AND
OTHER INFORMATION AS THE ISSUER MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH
THE FOREGOING RESTRICTIONS.”




A-2 









 





[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]






Floating Rate Senior Note due 2016




	 	 	 	 	 
	No.

	 	CUSIP NO.: [_]11
	 	 
	 

	 	ISIN: [_]12	 	 






          GEOEYE, INC., a corporation organized under the laws of the State of Delaware, promises to pay
to
[                                        ],
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 April 1, 2016.



Interest Rate: LIBOR plus 8.00% 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.






 




			
	11	 	144A CUSIP:

AI CUSIP:

Reg S CUSIP:
	 
	2	 	144A ISIN:.

AI ISIN:.

Reg S ISIN:.




A-3 









 










          IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.



	 	 	 	 	 
	 	GEOEYE, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:










A-4 









 








TRUSTEE’S CERTIFICATE OF AUTHENTICATION




[                                                            ],

   as Trustee, certifies that this is one of the

   Notes referred to in the within-mentioned

   Indenture.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	Title:  	 	 



A-5 









 






	 	 	 	 	 



[FORM OF REVERSE SIDE OF ORIGINAL NOTE AND ADDITIONAL NOTE]




Floating Rate Senior Note due 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, reset quarterly, equal to LIBOR plus 8.00%, as determined by the Calculation Agent.
The Issuer shall pay interest semi-annually on April 1 and October 1 of each year, commencing [                                          ,
20                     ].13 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 [                                          ,
20                     ]14 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.



          The amount of interest for each day that the Notes are outstanding (the “Daily Interest
Amount”) will be calculated by dividing the interest rate in effect for such day by 360 and
multiplying the result by the principal amount of the Notes. The amount of interest to be paid on
the Notes for each Interest Period will be calculated by adding the Daily Interest Amounts for each
day in the Interest Period.



          All percentages resulting from any of the above calculations will be rounded, if necessary, to
the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage
point being rounded upwards (e.g., 9.876545% (or .09876545) being
rounded to 9.87655% (or  .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to
the nearest cent (with one-half cent being rounded upwards).



          The Calculation Agent will, upon the request of any Holder of Notes, provide the interest rate
then in effect with respect to the Notes. All calculations made by the Calculation Agent in the
absence of manifest error will be conclusive for all purposes and binding on the Issuer, any
Subsidiary Guarantor and the Holders of the Notes.



          2. Registration Rights Agreement. The Holder of this Note is entitled to the benefits
of a Registration Rights Agreement, dated as of [                    ,                     20                    ], among the Issuer, the Subsidiary
Guarantors and the Purchasers named therein.



          3. 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





 




			
	13	 	Only with respect to the Notes issued on the
Issue Date.
	 
	14	 	Only with respect to the Notes issued on the
Issue Date.




A-6 









 









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, interest and Additional Interest, if any, 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).




          4. Paying Agent, Calculation Agent and Registrar



          Initially,
[     ] (the “Trustee”), will act as Paying Agent, Calculation Agent and Registrar.
The Issuer may appoint and change any Paying Agent, Calculation Agent or Registrar without notice.
The Issuer may act as Paying Agent, Calculation Agent or Registrar.



          5. Indenture; Subsidiary Guarantors



          The
Issuer issued the Notes under an Indenture dated as of
[     ,      , 20
     ] (the “Indenture”), among
the Issuer, the Subsidiary Guarantors and the 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 unsecured obligations of the Issuer. This Note is one of the [Original]
[Additional] Notes referred to in the Indenture. The Notes include the Original Notes, Additional
Notes and any Exchange Notes issued in exchange for the Original Notes or Additional Notes pursuant
to the Indenture. The Original Notes, Additional Notes and any Exchange 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 and
Additional Interest on the Notes and all other amounts payable by the Issuer under the Indenture
and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration
or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have
unconditionally guaranteed (and future guarantors, together with the



A-7 









 




Subsidiary Guarantors, shall unconditionally Guarantee), jointly and severally, such
obligations on a senior unsecured basis pursuant to the terms of the Indenture.




          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 [                    ] , 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 110.00% of the principal amount of the Notes,
plus accrued and unpaid interest and Additional Interest, if any, 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 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 [                                         , 20        
             ]15, 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 and Additional Interest, if any, to the redemption date, if
redeemed during the twelve-month period beginning on [                    ] of the years indicated below:



	 	 	 
	Year	 	Percentage
	20[                    ]16
	 	105.00%
	20[                    ]17
	 	102.50%
	20[                    ]18 and thereafter
	 	100.00%






          In addition, at any time prior to [                                          , 20               
      ]19, 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 and Additional Interest, if any, to the applicable
redemption date.





 




			
	15	 	The third year anniversary of the Issue Date
	 
	16	 	Year 4
	 
	17	 	Year 5
	 
	18	 	Year 6
	 
	19	 	The third year anniversary of the Issue Date




A-8 









 










          “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 [                                          , 20                     ]20 (such redemption price being set for
th in the table appearing
above under “Redemption at Option of Issuer”) plus (ii) all required interest payments due on such
Note through [                                          , 20                     ]21 (excluding accrued and unpaid intere
st), 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 [                                          , 20                    
]22;
provided, however, that if the period from such redemption date to [                                          , 20                    
]23 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.





 




			
	20	 	The third year anniversary of the Issue Date
	 
	21	 	The third year anniversary of the Issue Date
	 
	22	 	The third year anniversary of the Issue Date
	 
	23	 	The third year anniversary of the Issue Date




A-9 









 










          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 set forth in the Indenture, the Indenture, the Guarantees 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 Guarantees or the Notes 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



A-10 









 




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).



          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-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






A-12 









 






CERTIFICATE TO BE DELIVERED UPON TRANSFER, EXCHANGE

OR REGISTRATION OF TRANSFER RESTRICTED NOTES



This certificate relates to $            principal amount of Notes held in (check applicable space)           book-entry or
           definitive form by the undersigned.



The undersigned (check one box below):





	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.




In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the
period referred to in Rule 144(d) under the Securities Act, the undersigned confirms that such Notes are being transferred in
accordance with its terms:



CHECK ONE BOX BELOW




	 	 	 	 	 
	(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
	 
	 	 	 	 
	(7)

	 	o
	 	pursuant to another available exemption from registration provided by Rule 144 under the
Securities Act of 1933.






A-13 









 




Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this certificate in the
name of any Person other than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the
Registrar may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other
information as the Issuer has reasonably requested to confirm that such transfer is being made pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act of 1933.




	 	 	 	 	 	 	 
	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-14 









 








TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.



The undersigned represents and warrants that it is purchasing this Note for its own account or an
account with respect to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Issuer as the undersigned has
requested pursuant to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing representations in order to
claim the exemption from registration provided by Rule 144A.




	 	 	 	 	 
	Date:

	 	 	 	:
	 

	 	 
	 	 
	 

	 	 	 	NOTICE: To be executed by an executive officer






A-15 









 






[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 o
	Exchange	 	of this Global Note	 	of this Global Note	 	decrease or increase	 	Securities Custodian






A-16 











 





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), Section 4.08 (Change of Control) or Section 4.03(c)(xvii) (a Restricted
Proceeds Offer) of the Indenture, check the box:




	 	 	 	 	 
	Asset Sales and Event of Loss o
	 	Change of Control o
	 	Restricted Proceeds Offer 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), Section 4.08 (Change of Control) or Section 4.03(c)(xvii) (a
Restricted Proceeds Offer) 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-17









 





EXHIBIT B




[FORM OF FACE OF EXCHANGE 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.




B-1









 





[FORM OF EXCHANGE 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]






Floating Rate Senior Note due 2016




	 	 	 
	No.

	 	CUSIP NO.:
	 

	 	ISIN:






     GEOEYE, INC., a corporation organized under the laws of the State of Delaware, promises to pay
to [                    ], 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 April 1, 2016.



Interest Rate: LIBOR plus 8.00% 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.








B-2









 








     IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.



	 	 	 	 	 
	 	GEOEYE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:










B-3









 









TRUSTEE’S CERTIFICATE OF AUTHENTICATION




[                                                            ],

   as Trustee, certifies that this is one of the

   Notes referred to in the within-mentioned

   Indenture.




	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	Title:  	 	 



B-4









 







	 	 	 	 	 



[FORM OF REVERSE SIDE OF EXCHANGE NOTE]




Floating Rate Senior Note due 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, reset quarterly, equal to LIBOR plus 8.00%, as determined by the Calculation Agent.
The Issuer shall pay interest semi-annually on April 1 and October 1 of each year, commencing [                                         , 20      ]. 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 [                                         , 20      ] 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.



     The amount of interest for each day that the Notes are outstanding (the “Daily Interest
Amount”) will be calculated by dividing the interest rate in effect for such day by 360 and
multiplying the result by the principal amount of the Notes. The amount of interest to be paid on
the Notes for each Interest Period will be calculated by adding the Daily Interest Amounts for each
day in the Interest Period.



     All percentages resulting from any of the above calculations will be rounded, if necessary, to
the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage
point being rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or
 .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to
the nearest cent (with one-half cent being rounded upwards).



     The Calculation Agent will, upon the request of any Holder of Notes, provide the interest rate
then in effect with respect to the Notes. All calculations made by the Calculation Agent in the
absence of manifest error will be conclusive for all purposes and binding on the Issuer, any
Subsidiary Guarantor and the Holders of the Notes.




	 	2.	 	Registration Rights Agreement. The Holder of this Note
is entitled to the benefits of a Registration Rights Agreement, dated
as of [                                         , 20      ], among the Issuer, the Subsidiary Guarantors and the Purchasers named
therein.
	 
	 	3.	 	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



B-5









 




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).




     4. Paying Agent, Calculation Agent and Registrar



     Initially, [                                        ] (the “Trustee”), will act as Paying Agent, Calculation Agent and Registrar.
The Issuer may appoint and change any Paying Agent, Calculation Agent or Registrar without notice.
The Issuer may act as Paying Agent, Calculation Agent or Registrar.



     5. Indenture; Subsidiary Guarantors



     The Issuer issued the Notes under an Indenture dated as of [                                          , 20       ] (the “Indenture”), among
the Issuer, the Subsidiary Guarantors and the 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 unsecured obligations of the Issuer. This Note is one of the Exchange
Notes referred to in the Indenture. The Notes include the Original Notes, Additional Notes and any
Exchange Notes issued in exchange for the Original Notes or Additional Notes pursuant to the
Indenture. The Original Notes, Additional Notes and any Exchange 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 and the Notes when and as
the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to
the terms of the Notes and the Indenture, 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 unsecured basis pursuant to the terms of the
Indenture.



B-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 [                                        ], 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 110.00% of the principal amount of the Notes, plus
accrued and unpaid interest and Additional Interest, if any, 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 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 [                                          , 20       ]24
, 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 [                    ] of the years indicated below:



	 	 	 
	Year	 	Percentage
	 
	20[     ]15
	 	105.00%
	20[     ]16
	 	102.50%
	20[     ]17 and thereafter
	 	100.00%






     In addition, at any time prior to [                                          , 20       ]28, 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





 




			
	24	 	The third year anniversary of the Issue Date
	 
	25	 	Year 4
	 
	26	 	Year 5
	 
	27	 	Year 6
	 
	28	 	The third year anniversary of the Issue Date




B-7









 











     (2) the excess of (a) the present value at such redemption date of (i) the redemption price of
such Note at [                                     , 20       ]29 (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 [                                          , 20       ]30 (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 [                                       , 20       ]31;
provided, however, that if the period from such redemption date to [                                        , 20       ]32 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.





 




			
	29	 	The third year anniversary of the Issue Date
	 
	30	 	The third year anniversary of the Issue Date
	 
	31	 	The third year anniversary of the Issue Date
	 
	32	 	The third year anniversary of the Issue Date




B-8









 










     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 set forth in the Indenture, the Indenture, the Guarantees 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 Guarantees or the Notes 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



B-9









 





     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).



     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.



B-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






B-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 o	 
	Exchange	 	of this Global Note	 	 	of this Global Note	 	 	decrease or increase	 	 	Securities Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





B-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), Section 4.08 (Change of Control) or Section 4.03(c)(xvii) (a Restricted
Proceeds Offer) of the Indenture, check the box:




	 	 	 	 	 
	Asset Sales and Event of Loss o

	 	Change of Control o
	 	Restricted Proceeds Offer 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), Section 4.08 (Change of Control) or Section 4.03(c)(xvii) (a
Restricted Proceeds Offer) 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











B-13









 










EXHIBIT C




Form of

Transferee Letter of Representation




GeoEye, Inc., Issuer

c/o [                                        ]

[                                        
     ]

[                                        
     ]



Ladies and Gentlemen:




     This certificate is delivered to request a transfer of $[     ] principal amount of the Floating
Rate Senior Notes due 2016 (the “Notes”) of GEOEYE, INC. (the “Issuer”).



     Upon transfer, the Notes would be registered in the name of the new beneficial owner as
follows:



	 	 	 
	Name:
	 	 
	 

	 	 
	Address:
	 	 
	 

	 	 
	Taxpayer ID Number:

	 	 
	 

	 	 






     The undersigned represents and warrants to you that:



     1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act of 1933, as amended (the “Securities Act)), purchasing for our own
account or for the account of such an institutional “accredited investor” at least $250,000
principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or
sale in connection with, any distribution in violation of the Securities Act or any applicable
security law of any State in the United States or any other applicable jurisdiction, provided that
the disposition of our property and the property of any accounts for which we are acting as
fiduciary will remain at all times within our or their control. We have such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and risks of
our investment in the Notes, and we invest in or purchase securities similar to the Notes in the
normal course of our business. We, and any accounts for which we are acting, are each able to bear
the economic risk of our or its investment.




	 	20.	 	We understand that the Notes have not been registered under the
Securities Act and, unless so registered, may not be sold except as permitted
in the following sentence. We agree on our own behalf, the Issuer’s behalf and
on behalf of any investor account for which we are purchasing Notes to offer,
sell or otherwise transfer such Notes prior to the date that is one year after
the later of the date of original issue and the last date on which the Issuer
or any affiliate of the Issuer was the owner of such Notes (or any predecessor
thereto) (the “Resale Restriction Termination Date”) only (a) to the Issuer,
(b) pursuant to a registration statement that has been declared effective under
the




C-1









 






	 	 	 	Securities Act, (c) in a transaction complying with the requirements of Rule
144A under the Securities Act (“Rule 144A”), to a person we reasonably believe
is a qualified institutional buyer under Rule 144A (a “QIB”) that is purchasing
for its own account or for the account of a QIB and to whom notice is given that
the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and
sales that occur outside the United States within the meaning of Regulation S
under the Securities Act, (e) to an institutional “accredited investor” within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is
purchasing for its own account or for the account of such an institutional
“accredited investor,” in each case in a minimum principal amount of Notes of
$250,000, or (f) pursuant to any other available exemption from the registration
requirements of the Securities Act, subject in each of the foregoing cases to
any requirement of law that the disposition of our property or the property of
such investor account or accounts be at all times within our or their control
and in compliance with any applicable state securities laws. The foregoing
restrictions on resale will not apply subsequent to the Resale Restriction
Termination Date. If any resale or other transfer of the Notes is proposed to
be made pursuant to clause (c) or (d) above prior to the Resale Restriction
Termination Date, the transferor shall deliver to the Trustee a written
certificate in the form provided in the Note, to the effect that the transfer is
being made in accordance with Regulation S or Rule 144A, as the case may be. If
any resale or other transfer of the Notes is proposed to be made pursuant to
clause (e) above prior to the Resale Restriction Termination Date, the
transferor shall deliver a letter from the transferee substantially in the form
of this letter to the Issuer and the Trustee, which shall provide, among other
things, that the transferee is an institutional “accredited investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it
is acquiring such Notes for investment purposes and not for distribution in
violation of the Securities Act. If any resale or other transfer of the Notes is
proposed to be made pursuant to clause (e) or (f) above prior to the Resale
Restriction Termination Date, the transferor shall deliver to the Trustee
certificates Each purchaser acknowledges that the Issuer and the Trustee reserve
the right prior to the offer, sale or other transfer prior to the Resale
Restriction Termination Date of the Notes pursuant to clause (d), (e) or (f)
above to require the delivery of an opinion of counsel, certifications or other
information satisfactory to the Issuer and the Trustee in order to determine
that the proposed transfer is being made in compliance with the Securities Act
and applicable law. No representation is made as to the availability of any Rule
144A exemption from the registration requirements of the Securities Act.





	 	 	 	 	 
	Dated:                                         
	 	 	 	 
	 

	 	TRANSFEREE:	 	 
	 

	 	 	 	 
	 

	 	By:	 	 






C-2









 





EXHIBIT D




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 [                                        ], a New York banking
corporation, as trustee under the indenture referred to below (the “Trustee”).



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
[                                          , 20     ], providing for the issuance of the Issuer’s Floating Rate Senior Notes due 2016 (the
“Notes”), initially in the aggregate principal amount of up to $100,000,000;



     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 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, and the 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.



     3. Notices. All notices or other communications to the New Subsidiary Guarantor shall
be given as provided in Section 12.02 of the Indenture.



D-1









 





     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 makes no representation as to the
validity or sufficiency of this Supplemental Indenture.



     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



D-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]

[                                        ], as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




D-3











 






EXHIBIT B




REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT dated [     ], 2010 (the “Agreement”) is entered into
by and among GeoEye, Inc., a Delaware corporation (the “Company”), the guarantors listed in
Schedule 1 hereto (the “Guarantors”), and [     ] ( the “Initial Purchaser”).



     The Company, the Guarantors and the Initial Purchaser are parties to the Purchase Agreement
dated [     ], 2010 (the “Purchase Agreement”), which provides for the sale by the Company to
the Initial Purchaser of a total of $100,000,000 aggregate principal amount of the Company’s
Floating Rate Senior Notes due 2016 pursuant to up to four (4) issuances (the “Notes”) which will
be guaranteed on a senior unsecured basis by each of the Guarantors (the “Guarantees”, and
collectively with the Notes, the “Securities”). In connection with the purchase of the Securities
by the Initial Purchaser, the Company and the Guarantors have agreed to provide to the Initial
Purchaser and its direct and indirect transferees the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the closing under the
Purchase Agreement.



     In consideration of the foregoing, the parties hereto agree as follows:



     1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:



     “Additional Guarantor” shall mean any subsidiary of the Company that executes a
supplemental indenture whereby such Subsidiary becomes a Guarantor under the Indenture after
the date of this Agreement.



     “Blue Sky Filing” shall have the meaning set forth in Section 5(a) hereof.



     “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed.



     “Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors.



     “EDGAR” shall have the meaning set forth in Section 3(a)(iv).



     “Eligible Market” shall mean the Principal Market, The New York Stock Exchange, Inc., The NYSE
Amex Equities, The NASDAQ Capital Market or The NASDAQ Global Market.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.



     “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.



     “Exchange Offer” shall mean an applicable exchange offer by the Company and the
Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.



1









 






     “Exchange Offer Deadline” shall have the meaning set forth in Section 2(b) hereof.



     “Exchange Offer Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof.



     “Exchange Offer Registration Statement” shall mean an applicable exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate form) and all
amendments and supplements to such registration statement, in each case including the
Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document
incorporated by reference therein.



     “Exchange Securities” shall mean senior notes issued by the Company and guaranteed by the
Guarantors under the Indenture containing terms identical to the Securities (except that the
Exchange Securities will not be subject to restrictions on transfer or to any increase in annual
interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities
in exchange for Securities pursuant to an Exchange Offer.



     “Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the
Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in
connection with the sale of the Securities or the Exchange Securities.



     “Guarantees” shall have the meaning set forth in the preamble.



     “Guarantors” shall have the meaning set forth in the preamble and shall also include any
Guarantor’s successors and any Additional Guarantors.



     “Holders” shall mean the Initial Purchaser, for so long as it owns any Registrable Securities,
and each of its successors, assigns and direct and indirect transferees who become owners of
Registrable Securities under the Indenture.



     “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.



     “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.



     “Indenture” shall mean the Indenture relating to the Securities dated as of [     ], 2010
among the Company, the Guarantors and the trustee set forth on the signature page thereto, and as
the same may be amended from time to time in accordance with the terms thereof.



     “Initial Purchaser” shall have the meaning set forth in the preamble.



     “Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof.



     “Issuer Information” shall have the meaning set forth in Section 5(a) hereof.



     “Legal Counsel” shall mean one legal counsel to review and oversee any registration pursuant to
Section 2 selected by the Majority Holders, which shall be Schulte Roth & Zabel LLP or such other
counsel as thereafter designated by the Majority Holders.



2









 





     “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of
the outstanding Registrable Securities; provided that whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable
Securities owned directly or indirectly by the Company or any of its affiliates (other than the
Initial Purchaser and its affiliates) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage or amount; and provided,
further, that if the Company shall issue any additional Securities under the Indenture
prior to consummation of the applicable Exchange Offer or, if applicable, the effectiveness of any
Shelf Registration Statement, such additional Securities and the Registrable Securities to which
this Agreement relates shall be treated together as one class for purposes of determining whether
the consent or approval of Holders of a specified percentage of Registrable Securities has been
obtained.



     “Notes” shall have the meaning set forth in the preamble.



     “Person” shall mean an individual, partnership, limited liability company, corporation, trust
or unincorporated organization, or a government or agency or political subdivision thereof.



     “Principal Market” means The NASDAQ Global Select Market.



     “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and
regulations of the Securities Act, deemed a part of, a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, and in each case including any document
incorporated by reference therein.



     “Purchase Agreement” shall have the meaning set forth in the preamble.



     “Registrable Securities” shall mean the Securities; provided that the Securities shall
cease to be Registrable Securities (i) when a Registration Statement with respect to such
Securities has become effective under the Securities Act and such Securities have been exchanged or
disposed of pursuant to such Registration Statement, (ii) when such Securities have been sold
pursuant to Rule 144 under the Securities Act under circumstances in which any legend borne by the
Securities relating to restrictions on transferability thereof is removed or (iii) when such
Securities cease to be outstanding.



     “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Guarantors with this Agreement, including without limitation: (i)
all SEC, applicable Eligible Market or Financial Industry Regulatory Authority registration and
filing fees, (ii) all fees and expenses incurred in connection with compliance with state
securities or blue sky laws (including reasonable fees and disbursements of counsel for any
Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or
Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing,
word processing, printing and distributing any Registration Statement, any Prospectus, any Free
Writing Prospectus and any amendments or supplements thereto, any underwriting



3









 




agreements, securities sales agreements or other similar agreements and any other documents
relating to the performance of and compliance with this Agreement, (iv) all rating agency fees,
(v) all fees and disbursements relating to the qualification of the Indenture under applicable
securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and
disbursements of counsel for the Company and the Guarantors and, in the case of a Shelf
Registration Statement, the fees and disbursements of Legal Counsel and (viii) the fees and
disbursements of all independent public accountants of the Company and the Guarantors, including
the expenses of any special audits or “comfort” letters required by or incident to the performance
of and compliance with this Agreement, but excluding (x) fees and expenses of counsel to the
Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders (other
than fees and expenses set forth in clause (vii) above) and (y) underwriting discounts and
commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition
of Registrable Securities by a Holder.




     “Registration Statement” shall mean any registration statement of the Company and the
Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the
provisions of this Agreement and all amendments and supplements to any such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein or
deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.



     “Rule 144” shall have the meaning set forth in Section 4.



     “SEC” shall mean the United States Securities and Exchange Commission.



     “Securities” shall have the meaning set forth in the preamble.



     “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.



     “Shelf Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof.



     “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.



     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.



     “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and
the Guarantors that covers all or a portion of the Registrable Securities (but no other securities
unless approved by a majority of the Holders whose Registrable Securities are to be covered by such
Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or
any similar rule that may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case including the Prospectus
contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by
reference therein.



     “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.



     “Subsidiary Guarantees” shall mean the guarantees of the Securities and Exchange Securities by
the Guarantors under the Indenture.



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     “Staff” shall mean the staff of the SEC.



     “Target Registration Date” shall have the meaning set forth in Section 2(d) hereof.



     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.



     “Trustee” shall mean the trustee with respect to the Securities under the Indenture.



     “Underwriter” shall have the meaning set forth in Section 3(e) hereof.



     “Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public.



     2. Registration Under the Securities Act.



     (a) To the extent not prohibited by any applicable law or applicable interpretations of the
Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be
filed on or prior to the six (6) month anniversary of the first Closing Date (as defined in the
Purchase Agreement) and cause to be declared effective by the SEC as soon as practicable and not
later than the nine (9) month anniversary of the first Closing Date an Exchange Offer Registration
Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange
Securities; provided, however, that in the event that not all of the $100,000,000
aggregate principal amount of Securities were issued pursuant to the terms of the Purchase
Agreement prior to the date the Exchange Offer Registration Statement becomes effective (it being
understood and agreed that in the event of the issuance of additional Securities following the
filing of such Exchange Offer Registration Statement and before the effectiveness of such Exchange
Offer Registration Statement, the Company and the Guarantors shall amend such Exchange offer
Registration Statement to cover such additional Securities), the Company and the Guarantors shall,
to the extent permitted, amend the initial Exchange Offer Registration Statement to cover such
additional issuance(s) of Registrable Securities by filing a post-effective amendment to the
initial Exchange Offer Registration Statement to cover any such additional Securities (and if not
so permitted, to file an additional Exchange Offer Registration Statement to cover the Registrable
Securities issued but not covered by the initial Exchange Offer Registration Statement filed by the
Company and the Guarantors). The Company and the Guarantors shall use reasonable best efforts (i)
to file such post-effective amendment or additional Exchange Offer Registration Statement as soon
as practicable, and in the case of such a post-effective amendment, not later than fifteen (15)
days after the issuance of the applicable additional Securities, and, in the case of an additional
Exchange Offer Registration Statement, not later than the fifteen (15) day anniversary of the date
of the final issuance of Securities under the Purchase Agreement and (ii) to cause to be declared
effective by the SEC as soon as practicable, and in the case of such a post-effective amendment,
not later than forty-five (45) days after the issuance of the applicable additional Securities,
and, in the case of an additional Exchange Offer Registration Statement, not later than the
forty-five (45) day anniversary of the date of the final issuance of Securities under the Purchase
Agreement. The Company and the Guarantors shall commence each applicable Exchange Offer promptly
after the applicable post-effective amendment or Exchange Offer Registration Statement is declared
effective by the SEC and use their reasonable



5









 




best efforts to complete such Exchange Offer not later than 60 days after such effective date.




     The Company and the Guarantors shall commence each applicable Exchange Offer by mailing the
related Prospectus, appropriate letters of transmittal and other accompanying documents to each
applicable Holder stating, in addition to such other disclosures as are required by applicable
law, substantially the following:



          (i) that such Exchange Offer is being made pursuant to this Agreement and that all Registrable
Securities validly tendered and not properly withdrawn will be accepted for exchange;



          (ii) the dates of acceptance for exchange (which shall be a period of at least 20 Business
Days from the date such notice is mailed) (the “Exchange Dates”);



          (iii) that any Registrable Security not tendered will remain outstanding and continue to
accrue interest but will not retain any rights under this Agreement, except as otherwise specified
herein;



          (iv) that each applicable Holder electing to have a Registrable Security exchanged pursuant to
such Exchange Offer will be required to (A) surrender such Registrable Security, together with the
appropriate letters of transmittal, to the institution and at the address (located in the Borough
of Manhattan, The City of New York) and in the manner specified in the notice, or (B) effect such
exchange otherwise in compliance with the applicable procedures of the depositary for such
Registrable Security, in each case prior to the close of business on the last Exchange Date; and



          (v) that each applicable Holder will be entitled to withdraw its election, not later than the
close of business on the last Exchange Date, by (A) sending to the institution and at the address
(located in the Borough of Manhattan, The City of New York) specified in the notice, a telegram,
telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount
of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing
its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with
the applicable procedures of the depositary for the Registrable Securities.



     As a condition to participating in any applicable Exchange Offer, an applicable Holder will be
required to represent to the Company and the Guarantors that (i) any Exchange Securities to be
received by it will be acquired in the ordinary course of its business, (ii) at the time of the
commencement of such Exchange Offer it has no arrangement or understanding with any Person to
participate in the distribution (within the meaning of the Securities Act) of the Exchange
Securities in violation of the provisions of the Securities Act, (iii) it is not an “affiliate”
(within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor and
(iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in
exchange for Registrable Securities that were acquired as a result of market-making or other
trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law,
make available a Prospectus to purchasers) in connection with any resale of such Exchange
Securities.



6









 





     As soon as practicable after the last Exchange Date in an Exchange Offer, the Company and the
Guarantors shall, with respect to each applicable Exchange Offer:



          (i) accept for exchange Registrable Securities or portions thereof validly tendered and not
properly withdrawn pursuant to such Exchange Offer; and



          (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable
Securities or portions thereof so accepted for exchange by the Company and issue, and cause the
Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal
amount to the principal amount of the Registrable Securities tendered by such Holder.



     The Company and the Guarantors shall use their reasonable best efforts to complete the
applicable Exchange Offer as provided above and shall comply with the applicable requirements of
the Securities Act, the Exchange Act and other applicable laws and regulations in connection with
such Exchange Offer. Any Exchange Offer shall not be subject to any conditions, other than that
such Exchange Offer does not violate any applicable law or applicable interpretations of the
Staff.



     (b) In the event that (i) the Company and the Guarantors determine that the Exchange Offer
Registrations provided for in Section 2(a) above are not available or may not be completed as soon
as practicable after the last Exchange Date because it would violate any applicable law or
applicable interpretations of the Staff, (ii) the first Exchange Offers are not for any other
reason completed by the date that is the one (1) year anniversary of the initial issuance of
Securities (the “Exchange Offer Deadline”) or (iii) upon receipt at any time of a written request
(a “Shelf Request”) from the Initial Purchaser representing that it holds Registrable Securities
that are or were ineligible to be exchanged in the Exchange Offer(s), including due to the
application of Rule 405 under the Securities Act, the Company and the Guarantors shall use their
reasonable best efforts to cause to be filed as soon as practicable and not later than thirty (30)
days after such determination, date or Shelf Request, as the case may be, a Shelf Registration
Statement providing for the sale of all the Registrable Securities by the Holders thereof and to
have such Shelf Registration Statement become effective as soon as practicable and not later than
the later of (i) sixty (60) days following the receipt of such Shelf Request and (ii) the nine (9)
month anniversary of the first Closing Date.



     In the event that the Company and the Guarantors are required to file a Shelf Registration
Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall
use their reasonable best efforts to file and have become effective both the applicable Exchange
Offer Registration Statement pursuant to Section 2(a) with respect to all applicable Registrable
Securities and a Shelf Registration Statement (which may be a combined Registration Statement with
the Exchange Offer Registration Statements) with respect to offers and sales of Registrable
Securities held by the Initial Purchaser during the time periods set forth in clause (iii).



     The Company and the Guarantors agree to use their reasonable best efforts to keep the Shelf
Registration Statement continuously effective until all the Registrable Securities covered by the
Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or
otherwise cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company



7









 




and the Guarantors further agree to supplement or amend the Shelf Registration Statement, the
related Prospectus and any Free Writing Prospectus if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such Shelf Registration
Statement or by the Securities Act or by any other rules and regulations thereunder or if
reasonably requested by a Holder of Registrable Securities with respect to information relating to
such Holder, and to use their reasonable best efforts to cause any such amendment to become
effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing
Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Company
and the Guarantors agree to furnish to the Holders of Registrable Securities copies of any such
supplement or amendment promptly after its being used or filed with the SEC.




          (c) The Company and the Guarantors shall pay all Registration Expenses in connection with any
registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all
underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating
to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf
Registration Statement.



          (d) Any Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be
deemed to have become effective unless it has been declared effective by the SEC. A Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC or is automatically effective upon filing with the
SEC as provided by Rule 462 under the Securities Act.



          In the event that either the one or more Exchange Offers (including post-effective amendments
thereto) are not completed or the Shelf Registration Statement, if required pursuant to
Section 2(b)(i) or Section 2(b)(ii) hereof, has not become effective on or prior to the nine month
anniversary of the first Closing Date pursuant to the Purchase Agreement (the “Target Registration
Date”), the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum
for the first 90-day period immediately following the Target Registration Date and (ii) an
additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the
applicable Exchange Offer is completed or the Shelf Registration Statement, if required hereby,
becomes effective, up to a maximum increase of 1.00% per annum. In the event that the Company
receives one or more Shelf Requests pursuant to Section 2(b)(iii), and the Shelf Registration
Statement required to be filed thereby does not become effective by the later of (x) the nine month
anniversary of the first Closing Date pursuant to the Purchase Agreement or (y) 90 days after the
delivery of the last such Shelf Request (or, if the Shelf Registration Statement is reviewed by the
SEC, 120 days after the delivery of such Shelf Request, provided that the Company shall use
reasonable best efforts to cause the Shelf Registration Statement to become effective within
90 days after the delivery of such Shelf Request) (such later date, the “Shelf Additional Interest
Date”), then the interest rate on the Registrable Securities will be increased by (i) 0.25% per
annum for the first 90 day period payable commencing from one day after the Shelf Additional
Interest Date and (ii) an additional 0.25% per annum with respect to each subsequent 90 day period
in each case until the Shelf Registration Statement becomes effective or the Securities become
freely tradable under the Securities Act, up to a maximum increase of 1.00% per annum.



     If the Shelf Registration Statement, if required hereby, has become effective and
thereafter



8









 




either ceases to be effective or the Prospectus contained therein ceases to be usable, in
each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness
Period, and such failure to remain effective or usable exists for more than 30 days (whether or
not consecutive) in any 12-month period, then the interest rate on the Registrable Securities
will be increased by 1.00% per annum commencing on the 31st day in such 12-month period and
ending on such date that the Shelf Registration Statement has again become effective or the
Prospectus again becomes usable.




     (e) Without limiting the remedies available to the Initial Purchaser and the Holders, the
Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply
with their obligations under Section 2(a) and Section 2(b) hereof may result in material
irreparable injury to the Initial Purchaser or the Holders for which there is no adequate remedy at
law, that it will not be possible to measure damages for such injuries precisely and that, in the
event of any such failure, the Initial Purchaser or any Holder may obtain such relief as may be
required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a)
and Section 2(b) hereof.



     3. Registration Procedures.



     (a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof,
the Company and the Guarantors shall:



     (i) prepare and file with the SEC one or more Registration Statements on the appropriate
forms under the Securities Act, which forms (x) shall be selected by the Company and the
Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the
Registrable Securities by the Holders thereof and (z) shall comply as to form in all material
respects with the requirements of the applicable form and include all financial statements
required by the SEC to be filed therewith; and use their reasonable best efforts to cause such
Registration Statement(s) to become effective and remain effective for the applicable period in
accordance with Section 2 hereof;



     (ii) prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement effective for the
applicable period in accordance with Section 2 hereof or to cover the issuance of any additional
Securities and cause each Prospectus to be supplemented by any required prospectus supplement and,
as so supplemented, to be filed pursuant to Rule 424(b) under the Securities Act;



     (iii) to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing
Prospectus that is required to be filed by the Company or the Guarantors with the SEC in
accordance with the Securities Act and to retain any Free Writing Prospectus not required to be
filed;



     (iv) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities,
to Legal Counsel, to counsel for such Holders and to each Underwriter of an Underwritten Offering
of Registrable Securities, if any, without charge, as many copies of each Prospectus, preliminary
prospectus or Free Writing Prospectus, and any amendment or supplement thereto,



9









 




as such Legal Counsel, Holder, counsel or Underwriter may reasonably request in order to
facilitate the sale or other disposition of the Registrable Securities thereunder, provided,
however, that any such document’s availability on the SEC’s Electronic Data Gathering Analysis and
Retrieval System database (or any successor thereto) (“EDGAR”) shall satisfy such obligation; and
the Company and the Guarantors consent to the use of such Prospectus, preliminary prospectus or
such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable
law by each of the Holders of Registrable Securities and any such Underwriters in connection with
the offering and sale of the Registrable Securities covered by and in the manner described in such
Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement
thereto in accordance with applicable law;




     (v) use their reasonable best efforts to register or qualify the Registrable Securities
under all applicable state securities or blue sky laws of such jurisdictions as any Holder of
Registrable Securities covered by a Registration Statement shall reasonably request in writing by
the time the applicable Registration Statement becomes effective; cooperate with such Holders in
connection with any filings required to be made with the Financial Industry Regulatory Authority;
and do any and all other acts and things that may be reasonably necessary or advisable to enable
each Holder to complete the disposition in each such jurisdiction of the Registrable Securities
owned by such Holder; provided that neither the Company nor any Guarantor shall be
required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in
any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general
consent to service of process in any such jurisdiction or (3) subject itself to taxation in any
such jurisdiction if it is not so subject; promptly notify Legal Counsel and each Holder who holds
Registrable Securities of the receipt by the Company or the Guarantors of any notification with
respect to the suspension of the registration or qualification of any of the Registrable
Securities for sale under applicable state securities or blue sky laws of any jurisdiction or its
receipt of notice of the initiation or threat of any proceeding for such purpose;



     (vi) notify Legal Counsel and, in the case of a Shelf Registration, notify each Holder of
Registrable Securities and counsel for such Holders promptly and, if requested by any such Legal
Counsel, Holder or counsel, confirm such advice in writing (1) when a Registration Statement has
become effective, when any post-effective amendment thereto has been filed and becomes effective,
when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus
or any Free Writing Prospectus has been filed, provided, however, that any such
document’s availability on EDGAR shall satisfy such obligation, (2) of any request by the SEC or
any state securities authority for amendments and supplements to a Registration Statement,
Prospectus or any Free Writing Prospectus or for additional information regarding a Holder after
the Registration Statement has become effective, (3) of the issuance by the SEC or any state
securities authority of any stop order suspending the effectiveness of a Registration Statement or
the initiation of any proceedings for that purpose, including the receipt by the Company of any
notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the
applicable effective date of a Shelf Registration Statement and the closing of any sale of
Registrable Securities covered thereby, the representations and warranties of the Company or any
Guarantor contained in any underwriting agreement, securities sales agreement or other similar
agreement, if any, relating to an offering of such Registrable Securities cease to be true and
correct in all material respects or if the Company or



10









 




any Guarantor receives any notification with respect to the suspension of the qualification
of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for
such purpose, (5) of the happening of any event during the period a Registration Statement is
effective that makes any statement made in such Registration Statement or the related Prospectus
or any Free Writing Prospectus untrue in any material respect or that requires the making of any
changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order to
make the statements therein not misleading and (6) of any determination by the Company or any
Guarantor that a post-effective amendment to a Registration Statement or any amendment or
supplement to the Prospectus or any Free Writing Prospectus would be appropriate; for the
avoidance of doubt, the foregoing shall not require the Company and the Guarantors to provide
notice when the Company or any of the Guarantors files a periodic report pursuant to the Exchange
Act;




     (vii) use their reasonable best efforts to obtain the withdrawal of any order suspending
the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the
resolution of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an
amendment to such Shelf Registration Statement on the proper form, at the earliest possible
moment and provide immediate notice to each Holder of the withdrawal of any such order or such
resolution;



     (viii) in the case of a Shelf Registration, furnish to each Holder of Registrable
Securities, without charge, at least one conformed copy of each Registration Statement and any
post-effective amendment thereto (without any documents incorporated therein by reference or
exhibits thereto, unless requested); provided, however, that any such document’s
availability on EDGAR shall satisfy such obligation;



     (ix) in the case of a Shelf Registration, cooperate with the Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends and enable such
Registrable Securities to be issued in such denominations and registered in such names (to the
extent that the delivery of securities is consistent with the provisions of the Indenture) as
such Holders may reasonably request upon the later of (i) three (3) Business Days prior to the
closing of any sale of Registrable Securities and (ii) three (3) Business Days following such
written request and the delivery of the appropriate documentation to the Company by such Holders
of Registrable Securities;



     (x) in the case of a Shelf Registration, upon the occurrence of any event contemplated by
Section 3(a)(vi)(5) hereof, use their reasonable best efforts to prepare and file with the SEC a
supplement or post-effective amendment to such Shelf Registration Statement or the related
Prospectus or any Free Writing Prospectus or any document incorporated therein by reference so
that, as thereafter publicly filed on EDGAR, or, otherwise as delivered to purchasers of the
Registrable Securities, such Prospectus or Free Writing Prospectus, as the case may be, will not
contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they were made, not
misleading; and upon the Holders’ receipt of the notice described in Section 3(a)(vi)(5), such
Holders hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case
may be, until the Company and the Guarantors have amended



11









 




or supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to
correct such misstatement or omission;




     (xi) a reasonable time prior to the filing of any Registration Statement, any Prospectus,
any Free Writing Prospectus, any amendment to a Registration Statement or amendment or supplement
to a Prospectus or a Free Writing Prospectus or of any document that is to be incorporated by
reference into a Registration Statement, a Prospectus or a Free Writing Prospectus after initial
filing of a Registration Statement, provide copies of such document to the Initial Purchaser and
Legal Counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable
Securities included in such Registration Statement and Legal Counsel) and make such of the
representatives of the Company and the Guarantors as shall be reasonably requested by the Initial
Purchaser or Legal Counsel (and, in the case of a Shelf Registration Statement, the Holders of
Registrable Securities included in such Registration Statement or Legal Counsel) available for
discussion of such document at reasonable times and upon reasonable prior notice; and the Company
and the Guarantors shall not, at any time after initial filing of a Registration Statement, use or
file any Prospectus, any Free Writing Prospectus, any amendment of or supplement to a Registration
Statement or a Prospectus or a Free Writing Prospectus, or any document that is to be incorporated
by reference into a Registration Statement, a Prospectus or a Free Writing Prospectus, of which
the Initial Purchaser and Legal Counsel (and, in the case of a Shelf Registration Statement, the
Holders of Registrable Securities included in such Registration Statement and Legal Counsel) shall
not have previously been advised and furnished a copy or to which the Initial Purchaser or its
counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities
included in such Registration Statement or their counsel) shall reasonably object;



     (xii) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the
case may be, not later than the initial effective date of a Registration Statement;



     (xiii) cause the Indenture to be qualified under the Trust Indenture Act in connection with
the registration of the Exchange Securities or Registrable Securities, as the case may be;
cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be
required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture
Act; and execute, and use their reasonable best efforts to cause the Trustee to execute, all
documents as may be required to effect such changes and all other forms and documents required to
be filed with the SEC to enable the Indenture to be so qualified in a timely manner;



     (xiv) in the case of a Shelf Registration, make available for inspection by a representative
of the Holders of the Registrable Securities (an “Inspector”), any Underwriter participating in
any disposition pursuant to such Shelf Registration Statement, any attorneys and accountants
designated by a majority of the Holders of Registrable Securities to be included in such Shelf
Registration and any attorneys and accountants designated by such Underwriter, at reasonable times
and in a reasonable manner, all pertinent financial and other records, documents and properties of
the Company and its subsidiaries, and use reasonable efforts to cause the respective officers,
directors and employees of the Company and the Guarantors to supply all information reasonably
requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf
Registration Statement, in each case, as is customary for similar “due diligence” examinations in
the context of underwritten offerings; provided that any



12









 




information that is provided by the Company to such Inspector, Underwriter, Holder, attorney
or accountant in connection with a Registration Statement shall be kept confidential by such
Persons, unless disclosure thereof is required to be made in connection with a court,
administrative or regulatory proceeding or required by law, or such information is or has become
available to the public generally through the Company or through a third party without such
Person’s involvement with such disclosure in breach of its obligations of confidentiality to the
Company, or the Company consents to the non-confidential treatment of such information;




     (xv) in the case of a Shelf Registration, use their reasonable best efforts to cause all
Registrable Securities to be listed on any securities exchange or any automated quotation system
on which similar securities issued or guaranteed by the Company or any Guarantor are then listed
if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable
listing requirements;



     (xvi) if reasonably requested by any Holder of Registrable Securities covered by a Shelf
Registration Statement, promptly include in a Prospectus supplement or post-effective amendment
such information with respect to such Holder as such Holder reasonably requests to be included
therein in accordance with the terms of this Agreement and make all required filings of such
Prospectus supplement or such post-effective amendment as soon as practicable after the Company’s
receipt of such notification of the matters to be so included in such filing;



     (xvii) in the case of a Shelf Registration, enter into such customary agreements and take all
such other actions in connection therewith (including those requested by the Holders of a majority
in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in
order to expedite or facilitate the disposition of such Registrable Securities including, but not
limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such
representations and warranties to the Holders and any Underwriters of such Registrable Securities
with respect to the business of the Company and its subsidiaries and the Registration Statement,
Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed
incorporated by reference, if any, in each case, in form, substance and scope as are customarily
made by issuers to underwriters in underwritten offerings and confirm the same if and when
requested, (2) obtain opinions of counsel to the Company and the Guarantors (which counsel and
opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such
Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of
Registrable Securities, covering the matters customarily covered in opinions requested in
underwritten offerings, (3) obtain “comfort” letters from the independent certified public
accountants of the Company and the Guarantors (and, if necessary, any other certified public
accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the
Company or any Guarantor for which financial statements and financial data are or are required to
be included in the Registration Statement) addressed to each underwriter of Registrable Securities
(including, without limitation, to any Holder if such Holder is required to be identified as an
underwriter pursuant to applicable securities laws) and, at the request of the Company and subject
to the approval of such independent certified public accountants of the Company, such “comfort”
letters may also be addressed to the Company’s Board of Directors, such letters to be in customary
form and covering matters of the type customarily covered in “comfort” letters in connection with
underwritten offerings, including but not limited to financial information contained in any
preliminary prospectus, Prospectus or Free Writing Prospectus and



13









 




(4) deliver such documents and certificates to each underwriter (including, without
limitation, to any Holder if such Holder is required to be identified as an underwriter pursuant to
applicable securities laws) as may be reasonably requested by the Holders of a majority in
principal amount of the Registrable Securities being sold or the Underwriters, and which are
customarily delivered in underwritten offerings, to evidence the continued validity of the
representations and warranties of the Company and the Guarantors made pursuant to clause (1) above
and to evidence compliance with conditions customarily contained in an underwriting agreement;




     (xviii) until the Company and the Guarantors shall have complied with all of their
obligations under Section 2 of this Agreement, cause each Additional Guarantor upon the creation
or acquisition by the Company of such Additional Guarantor, to execute a counterpart to this
Agreement in the form attached hereto as Annex A and to deliver such counterpart, together
with an opinion of counsel as to the enforceability thereof against such entity, to the Initial
Purchaser no later than five Business Days following the execution thereof;



     (xix) use its reasonable best efforts to cause the Registrable Securities covered by a
Registration Statement to be registered with or approved by such other governmental agencies or
authorities as may be necessary to consummate the disposition of such Registrable Securities; and



     (xx) unless available on EDGAR, make generally available to its security holders as soon as
practical, but not later than 90 days after the close of the period covered thereby, all
information contemplated by the provisions of Rule 158 under the Securities Act covering a
12-month period beginning not later than the first day of the Company’s fiscal quarter next
following the applicable Effective Date of a Registration Statement.



          (b) In the case of a Shelf Registration Statement, the Company may require each Holder of
Registrable Securities to furnish to the Company such information regarding such Holder and the
proposed disposition by such Holder of such Registrable Securities as the Company and the
Guarantors may from time to time reasonably request in writing.



          (c) In the case of a Shelf Registration Statement, each Holder of Registrable Securities
covered in such Shelf Registration Statement agrees that, upon receipt of any notice from the
Company and the Guarantors of the happening of any event of the kind described in Section 3(a)(vi)
(3) or 3(a)(vi)(5) hereof, such Holder will forthwith discontinue disposition of Registrable
Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies
of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by
Section 3(a)(x) hereof and, if so directed by the Company and the Guarantors, such Holder will
deliver to the Company and the Guarantors all copies in its possession, other than permanent file
copies then in such Holder’s possession, of the Prospectus and any Free Writing Prospectus covering
such Registrable Securities that is current at the time of receipt of such notice, and the Company
may exclude from such registration the Registrable Securities of any Holder that unreasonably fails
to furnish such information within ten (10) Business Days after receiving such request, without
prejudice to that Holder’s right to request participation in subsequent amendments to or filings of
a Shelf Registration Statement.



          (d) Notwithstanding anything to the contrary herein, at any time after the date a



14









 




Registration Statement filed pursuant to this Agreement has been declared effective by the SEC, the
Company and the Guarantors may delay the disclosure of material, non-public information concerning
the Company and the Guarantors the disclosure of which at the time is not, in the good faith
opinion of the Board of Directors of the Company and the Guarantors and their respective counsel,
in the best interest of the Company and the Guarantors and, in the opinion of counsel to the
Company and the Guarantors, otherwise required. If the Company and the Guarantors shall give any
notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement by
reason of the immediately preceding sentence, the Company and the Guarantors shall extend the
period during which such Registration Statement shall be maintained effective pursuant to this
Agreement by the number of days during the period from and including the date of the giving of such
notice to and including the date when the Holders of such Registrable Securities shall have
received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary
to resume such dispositions. The Company and the Guarantors may give any such notice only twice
during any 365-day period and any such suspensions shall not exceed 45 days for each suspension and
there shall not be more than two suspensions in effect during any 365 day period, unless the
Majority Holders consent in writing to any such additional or longer suspension.




          (e) The Holders of Registrable Securities covered by a Shelf Registration Statement who
desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such
Underwritten Offering, the investment bank or investment banks and manager or managers (each an
"Underwriter”) that will administer the offering will be selected by the Holders of a majority in
principal amount of the Registrable Securities included in such offering, subject to the approval
of the Company, which approval shall not be unreasonably withheld or delayed.



          (f) Neither the Company nor any subsidiary or affiliate thereof shall identify any Holder as
an underwriter in any public disclosure or filing with the SEC or the Principal Market or any
Eligible Market and any Holder being deemed an underwriter by the SEC shall not relieve the Company
of any obligations it has under this Agreement.



          (g) The Holders included in a Shelf Registration Statement shall be required to notify the
Company and the Guarantors in writing of any change in the information provided in writing to the
Company and the Guarantors expressly for use or expressly for incorporation in a Shelf Registration
Statement to the extent such change would cause such Registration Statement to contain an untrue
statement of a material fact or would cause such Registration Statement to omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading.



     4. Reports Under the Exchange Act.



               With a view to making available to the Holders the benefits of Rule 144 promulgated under the
Securities Act or any other similar rule or regulation of the SEC that may at any time permit the
Holders to sell securities of the Company and the Guarantors to the public without registration
(“Rule 144”), the Company and the Guarantors agree to:



                    (a) make and keep public information available, as those terms are understood and defined in
Rule 144;



15









 





                    (b) file with the SEC in a timely manner all reports and other documents required of the
Company and the Guarantors under the Securities Act and the Exchange Act so long as the Company and
the Guarantors remain subject to such requirements and the filing of such reports and other
documents is required for the applicable provisions of Rule 144; and



                    (c) furnish to each Holder so long as such Holder owns Registrable Securities, promptly upon
request, (i) a written statement by the Company and the Guarantors, if true, that they have
complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii)
unless available on EDGAR, a copy of the most recent annual or quarterly report of the Company and
the Guarantors and such other reports and documents so filed by the Company and the Guarantors, and
(iii) such other information as may be reasonably requested to permit the Holders to sell such
securities pursuant to Rule 144 without registration; provided that the Holders shall accept
certificates and opinions from the Company’s general counsel as satisfying the Company’s and the
Guarantors’ requirement under this clause (iii) only to the extent such certificates and opinions
are acceptable to the Company’s and the Guarantors’ transfer agent in order for the Company’s and
the Guarantors’ transfer agent to transfer legend free securities.



     5. Indemnification and Contribution.



     (a) The Company and each Guarantor, jointly and severally, agree to indemnify and hold
harmless the Initial Purchaser and each Holder, their respective affiliates, directors and officers
and each Person, if any, who controls the Initial Purchaser or any Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages and liabilities (including, without limitation, legal fees and other
reasonable expenses incurred in connection with any suit, action or proceeding or any claim
asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are
based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement (including any post-effective amendment thereto) or in any filing made
in connection with the qualification of the offering under the securities or other “blue sky” laws
of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”) or any omission
or alleged omission to state therein a material fact required to be stated therein or necessary in
order to make the statements therein not misleading or (2) any untrue statement or alleged untrue
statement of a material fact contained in any Prospectus, any Free Writing Prospectus or any
“issuer information” (“Issuer Information”) filed or required to be filed pursuant to Rule 433(d)
under the Securities Act, or any omission or alleged omission to state therein a material fact
necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading, in each case except insofar as such losses, claims, damages or
liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with any information relating to the
Initial Purchaser or information relating to any Holder furnished to the Company in writing through
the Initial Purchaser or any selling Holder, respectively, expressly for use therein. In connection
with any Underwritten Offering permitted by Section 3, the Company and the Guarantors, jointly and
severally, will also indemnify the Underwriters, if any, selling brokers, dealers and similar
securities industry professionals participating in the distribution, their respective affiliates
and each Person who controls such Persons (within the meaning of the



16









 




Securities Act and the Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any Registration Statement, any
Prospectus, any Free Writing Prospectus or any Issuer Information.




          (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the
Company, the Guarantors, the Initial Purchaser and the other selling Holders, the directors of the
Company and the Guarantors, each officer of the Company and the Guarantors who signed the
Registration Statement and each Person, if any, who controls the Company, the Guarantors, the
Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph
(a) above, but only with respect to any losses, claims, damages or liabilities that arise out of,
or are based upon, any untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with any information relating to such Holder furnished to the
Company in writing by such Holder expressly for use or expressly for incorporation in any
Registration Statement, any Prospectus and any Free Writing Prospectus.



          (c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”)
shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have under this Section 5 except to the extent that it
has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such
failure; and provided, further, that the failure to notify the Indemnifying Person
shall not relieve it from any liability that it may have to an Indemnified Person otherwise than
under this Section 5. If any such proceeding shall be brought or asserted against an Indemnified
Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall
retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying
Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and
shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any
such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the
fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the
Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the
Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory
to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there
may be legal defenses available to it that are different from or in addition to those available to
the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded
parties) include both the Indemnifying Person and the Indemnified Person and representation of both
parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the Indemnifying Person shall not, in connection
with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for all Indemnified
Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm (x) for the Initial Purchaser, its affiliates, directors and officers and any control
Persons of the Initial Purchaser shall be designated in writing by the Initial Purchaser, (y) for
any Holder, its directors and



17









 




officers and any control Persons of such Holder shall be designated in writing by the Majority
Holders and (z) in all other cases shall be designated in writing by the Company. The Indemnifying
Person shall not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for the plaintiff, the
Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the
Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the
Indemnifying Person shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 45 days after receipt by the
Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the
Indemnified Person in accordance with such request within 30 days after the date of such
settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person,
effect any settlement of any pending or threatened proceeding in respect of which any Indemnified
Person is or could have been a party and indemnification could have been sought hereunder by such
Indemnified Person, unless such settlement (x) includes an unconditional release of such
Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from
all liability on claims that are the subject matter of such proceeding and (y) does not include any
statement as to or any admission of fault, culpability or a failure to act by or on behalf of any
Indemnified Person.




          (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an
Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company and the
Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by
the Holders from receiving Securities or Exchange Securities registered under the Securities Act,
on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the
Holders on the other in connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company and the Guarantors on the one hand and the Holders on the other shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company and the Guarantors or by the Holders and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission.



          (e) The Company, the Guarantors and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 5 were determined by pro rata allocation (even if
the Holders were treated as one entity for such purpose) or by any other method of allocation that
does not take account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in paragraph (d) above shall be deemed to include, subject to the
limitations



18









 




set forth above, any legal or other expenses incurred by such Indemnified Person in connection with
any such action or claim. No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to
this Section 5 are several and not joint.




          (f) The remedies provided for in this Section 5 are not exclusive and shall not limit any
rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.



          (g) The indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of the Initial Purchaser or any Holder or any Person
controlling the Initial Purchaser or any Holder, or by or on behalf of the Company or the
Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors,
(iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities
pursuant to a Shelf Registration Statement.



          (h) Notwithstanding anything herein to the contrary, no Holder shall not be liable under this
Section 5 (including, without limitation, under the indemnification obligations pursuant to Section
5(b) or the contribution obligations pursuant to Section 5(e)) for any amounts which in the
aggregate exceed the net proceeds to such Holder as a result of the sale of Registrable Securities
pursuant to such Registration Statement.



          6. General.



          (a) No Inconsistent Agreements. The Company and the Guarantors represent, warrant and
agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are
not inconsistent with the rights granted to the holders of any other outstanding securities issued
or guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the
Company nor any Guarantor has entered into, or on or after the date of this Agreement will enter
into, any agreement that is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof.



          (b) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given unless the Company and the Guarantors
have obtained the written consent of Holders of at least a majority in aggregate principal amount
of the outstanding Registrable Securities affected by such amendment, modification, supplement,
waiver or consent; provided that no amendment, modification, supplement, waiver or consent
to any departure from the provisions of Section 5 hereof shall be effective as against any Holder
of Registrable Securities unless consented to in writing by such Holder. Any amendments,
modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing
executed by each of the parties hereto.



          (c) Notices. All notices and other communications provided for or permitted



19









 





hereunder shall be made in writing by hand-delivery, registered first-class mail (return receipt
requested), telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder,
at the most current address given by such Holder to the Company by means of a notice given in
accordance with the provisions of this Section 6(c), which address initially is, with respect to
the Initial Purchaser, the address set forth in the Purchase Agreement; (ii) if to the Company and
the Guarantors, initially at the Company’s address set forth in the Purchase Agreement and
thereafter at such other address, notice of which is given in accordance with the provisions of
this Section 6(c); (iii) if to the Company’s transfer agent, to BNY Mellon Shareowner Services,
480 Washington Boulevard, Jersey City, New Jersey 07310, Telephone: [(     )     -     ],
Facsimile: [(     )     -     ], Attention [     ], (iv) if to Legal
Counsel, to Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022, Telephone: (212)
756-2000, Facsimile: (212) 593-5955, Attention: Stuart D. Freedman, Esq., Email:
stuart.freedman@srz.com; and (v) if to such other Persons at their respective addresses as provided
in the Purchase Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(c). All such notices and communications shall be
deemed to have been duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely
delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or
other communications shall be concurrently delivered by the Person giving the same to the Trustee,
at the address specified in the Indenture.




          (d) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors, assigns and transferees of each of the parties, including, without
limitation and without the need for an express assignment, subsequent Holders; provided
that nothing herein shall be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all the terms of this
Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively
deemed to have agreed to be bound by and to perform all of the terms and provisions of this
Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchaser
shall have no liability or obligation to the Company or the Guarantors with respect to any failure
by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder
under this Agreement.



          (e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the
agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial
Purchaser, on the other hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.



          (f) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement. Delivery
of an executed signature page by facsimile transmission or other electronic imaging means shall be
as effective as delivery of a manually executed counterpart of this
Agreement.



20









 





          (g) Headings. The headings in this Agreement are for convenience of reference only,
are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.



          (h) Governing Law. All questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be governed by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision or rule (whether of
the State of New York or any other jurisdictions) that would cause the application of the laws of
any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of
Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such party at the address for such notices
to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.



          (j) Entire Agreement; Severability. This Agreement contains the entire
agreement between the parties relating to the subject matter hereof and supersedes all oral
statements and prior writings with respect thereto. If any term, provision, covenant or restriction
contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable or against public policy, the remainder of the terms, provisions, covenants and
restrictions contained herein shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. The Company, the Guarantors and the Initial Purchaser shall
endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that of the invalid,
void or unenforceable provisions.



* * * * * *




[Signature Page Follows]






21









 








EXHIBIT B




          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.




	 	 	 	 	 
	 	COMPANY:



GEOEYE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	GUARANTORS:1



GEOEYE IMAGERY COLLECTION SYSTEMS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	GEOEYE SOLUTIONS HOLDCO INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	GEOEYE SOLUTIONS INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 





 




			
	1	 	Note to Company: Entity names to be updated for further name changes if necessary.





[Signature Page to Registration Rights Agreement]





22









 





	 	 	 	 	 
	 	I5, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	MJ HARDEN ASSOCIATES, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	GEOEYE LICENSE CORP.

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	INITIAL PURCHASER:



[          ]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




23









 





Annex A




Counterpart to Registration Rights Agreement




     The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as
defined in the Registration Rights Agreement, dated as of [     ], 2010 by and among GeoEye,
Inc., a Delaware corporation, the guarantors party thereto and the Initial Purchaser) to be bound
by the terms and provisions of such Registration Rights Agreement.



     IN WITNESS WHEREOF, the undersigned has executed this counterpart as of [     ], 2010.



	 	 	 	 	 
	 	[NAME]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 








 









 








Schedule 1



List of Guarantors




GeoEye Imagery Collection Systems Inc.

GeoEye Solutions Holdco Inc.

GeoEye Solutions Inc.

i5, Inc.

MJ Harden Associates, Inc.

[GeoEye License Corp.]2






 




			
	2	 	Note to Company: Please discuss
ORBIMAGE License Corp. omission from 10/09/09 Registration Rights Agreement.