exv4w3



 




Exhibit 4.3








Deutsche Bank

Aktiengesellschaft



	 	 	 
	Date:

	 	June 24, 2005
	 
	 	 
	To:

	 	Orbimage Holdings Inc.
	 
	 	 
	Attention:

	 	Swaps Documentation Department
	Facsimile no.:

	 	1 703 480 7544
	 
	 	 
	Our Reference:

	 	Global No. N397243N/N397122N
	 
	 	 
	Re:

	 	Interest Rate Swap Transaction





Ladies and Gentlemen:



The purpose of this letter agreement is to set forth the terms and conditions of the Transaction
entered into between Deutsche Bank AG (“DB AG”) and Orbimage Holdings Inc. (“Counterparty”) on the
Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation”
as referred to in the Agreement specified below.



  The definitions and
    provisions contained in the 2000 ISDA Definitions (the “Definitions”)
    as published by the International Swaps and Derivatives Association, Inc.
    are incorporated by reference herein. In the event of any inconsistency between
    the Definitions and this Confirmation, this Confirmation will govern. 


For the purpose of this Confirmation, all references in the Definitions or the Agreement to a
“Swap Transaction” shall be deemed to be references to this Transaction.





	1.	 	This Confirmation evidences a complete and binding agreement between you and us as to the
terms of
the Transaction to which this Confirmation relates. This Confirmation, together with all other
documents referring to the ISDA Form (as defined below) (each a “Confirmation”) and confirming
transactions (each a “Transaction”) entered into between us (notwithstanding anything to the
contrary
in a Confirmation) shall supplement, form part of, and be subject to an agreement in the form
of a 1992
ISDA Master Agreement (Multicurrency-Cross Border) (New York law version) (the “ISDA Form”)
as if we had both executed an agreement in such form on the Trade Date of the first such
Transaction
between us (the “Agreement”) (A) with the Schedule thereto (i) specifying that (a) the
governing law is
the laws of the State of New York without reference to choice of law doctrine and (b) the
Termination
Currency is U.S. Dollars; (ii) incorporating the amendment to the definition of “lndemnifiable
Tax”
contained in (page 48 of) the “User’s Guide to the 1992 ISDA Master Agreements”; and (iii)
amending
Section 13(b) of the ISDA Form by (x) deleting in the second line of subparagraph (i) thereof
the word
“non-” and (y) deleting the final paragraph thereof; and (B) with any other modifications or
additions
to the ISDA Form set forth below. All provisions contained or incorporated by reference in
that
agreement will govern this Confirmation and in the event of any inconsistency between the terms
of
this Confirmation and the terms of that agreement, this Confirmation will prevail for the
purposes of
this Transaction.
	 
	2.	 	The terms of the particular Transaction to which this Confirmation relates are as follows:-





    	 	 	 	 
	
	Notional Amount: 	 	Initially, $250,000,000, provided, that
          if the
	 
	 	 	outstanding Note balance is reduced for
          any reason






 









 






    	 	 	 	 	 	 	 
	 
	 	 	 	(other
            than pursuant to an event of default under the Indenture), then either
            Counterparty 

	 
	 	 	 	shall
            notify DBAG, in writing of such reduction, or DBAG shall notify Counterparty,
            in writing of 

	 
	 	 	 	such
            reduction. Upon receipt of notice, either party has the option to
            reduce the outstanding 

	 
	 	 	 	Notional
            Amount proportionally to reflect such new Note balance on the third
            Business Day following 

	 
	 	 	 	such
            notice. Upon such election of reduction by either party, the Calculation
            Agent shall determine 

	 
	 	 	 	on
            the third Business Day following receipt of such notification the
            termination payment payable by 

	 
	 	 	 	one
            party to the other party hereto as the amount that would be payable
            in accordance with Section 

	 
	 	 	 	6(e)
            (ii) of the Agreement as if such reduction was a Terminated Transaction
            with a hypothetical 

	 
	 	 	 	Notional
            Amount equal to the reduction and otherwise having the same terms
            as this Transaction, the 

	 
	 	 	 	third
            Business Day following receipt of such notification was the Early
            Termination Date and 

	 
	 	 	 	Counterparty
            was the sole Affected Party. The termination amount payable by one
            party to the other 

	 
	 	 	 	party
            hereto shall be paid on the fifth Business Day following receipt of
            such notification. 

	 
	 	 	 	 	 	 
	 
	 	Trade Date: 	 	June 22,
            2005 

	 
	 	 	 	
	
	

	 
	 	Effective Date: 	 	June 29,
            2005 

	 
	 	 	 	
	
	

	 
	 	Termination Date: 	 	July 1,
            200S 

	 
	 	 	 	
	
	

	Fixed Amounts:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Fixed Rate Payer: 	 	Counterparty
          

	 
	 	 	 	
	
	

	 	 	Fixed Rate Payer 	 	 
	 
	 	Payment Dates: 	 	The
            1st day of January and July of each year, 

	 
	 	 	 	commencing
            January 1, 2006, through and including the 

	 
	 	 	 	Termination
            Date, subject to no adjustment 

	 
	 	 	 	
	
	

	 
	 	Fixed Rate: 	 	4.25%
	
	

	 
	 	 	 	 	 	 
	 
	 	Fixed Rate Day 	 	30/360
	 	 
	 
	 	Count Fraction: 	 	
          

	 
	 	 	 	 	 	 
	Floating Amounts:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Floating Rate Payer:	 	DBAG 
	 	 
	 
	 	 	 	 	 	 
	 
	 	Floating Rate Payer	 	 	 	 
	 
	 	Payment Dates: 	 	The
            1st day of January and July of each year, 

	 
	 	 	 	commencing
            January 1, 2006, through and including 

	 
	 	 	 	the
            Termination Date, subject to no adjustment 

	 
	 	 	 	 	 	 
	 
	 	Floating Rate for initial	 	 	 	 
	 
	 	Calculation/Compounding 
Period: 	 	To
            be determined 







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	 	Floating Rate Option: 	 	the
            greater of 3.00% or LIBOR-BBA 

	 
	 	 	 	
	
	

	 
	 	Designated Maturity: 	 	6 months
          

	 
	 	 	 	
	
	

	 
	 	Spread: 	 	None
          

	 
	 	 	 	 	 	 
	 
	 	Floating Rate Day

          Count Fraction: 	 	
30/360
	 	 
	 
	 	 	 	 	 	 
	 
	 	Reset Dates: 	 	The
            first Business Day in each Calculation Period or 

	 
	 	 	 	Compounding
            Period, if Compounding is applicable. 

	 
	 	 	 	 	 	 
	 
	 	Compounding: 	 	Inapplicable
          

	 
	 	 	 	
	
	

	Business Days:	 	New
            York 






3. Additional Termination Events: The following shall be Additional Termination Events
with Counterparty as the sole Affected Party:



(i) if Counterparty does not, on or before June 29, 2005, issue $250,000,000 senior floating rate
notes due 2012, pursuant to an indenture to be executed in connection therewith, with Counterparty
as issuer, and the
Bank of New York, as trustee, substantially on the terms of the draft indenture dated June  , 2005
(the
“Indenture”);



(ii) if DBAG is not, on or before July 7, 2005, secured equally and ratably with the note holders
under the security agreement to be entered into pursuant to the Indenture, substantially in the
form of the draft dated June 21, 2005 (the “Security Agreement”), provided that such secured
interest in favor of DBAG shall be limited to $10,000,000. The Security Agreement shall also be a
Credit Support Document for the purposes of the Agreement;



(iii) if DBAG is not the beneficiary of any guarantee issued in favor of the note holders;



(iv) if any collateral
under the Security Agreement is released at any time, unless DBAG shall have
consented in writing prior to such release (such consent not to be unreasonably withheld), provided
such release does not have a material adverse affect on DBAG (as determined by DBAG in its sole
discretion); provided further that a release of collateral permitted under Section 10.01 of the
Indenture shall be permitted without DBAG’s consent and shall not be an Additional Termination
Event hereunder;



(v) the occurrence of (x) any default in the payment of interst, principal or premium under the
Notes (after the expiration of any applicable grace period) or (y) (ii) any default, event of
default or other similar condition or event under the Indenture or the Security Agreement which has
resulted in the Notes being declared due and payable prior to the time it would otherwise have been
due and payable under the terms therof;



(vi) if and provision of the Indenture with respect to collateral, or any application of proceeds
thereof, or any provision of Security Agreement is amended without the consent of DBAG (which
consent shall not be unreasonably withheld) provided that such amendment has a material adverse
affect on the rights of DBAG.



Default Rate: Subsection (b) of the definition of Applicable Rate in Section 14 of the Agreement
shall be amended by adding the following to the end thereof:





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“provided that the Applicable Rate with respect to any amount owed to DBAG under Section 6(e)(ii)
where Counterparty is the Defaulting Party or Affected Party shall be at a rate per annum equal to
the cost (without proof or evidence of any actual cost) to DBAG (as certified by it) if it were to
fund or of funding the relevant amount plus 9.5% per annum.”



(vii) Set-off. Section 6 of this Agreement is amended by the addition of the following Section
6(f):





"(f) Upon the designation of any Early Termination Date, the party that is not the
Defaulting Party or Affected Party (“X”) may, without prior notice to the Defaulting or
Affected Party (“Y”), set off any sum or obligation (whether or not arising under this
Agreement, whether matured or unmatured, whether or not contingent and irrespective of the
currency, place of payment or booking office of the sum or obligation) owed by Y to X or
any Affiliate of X (the “X Set Off Amount”) against any sum or obligation (whether or not
arising under this Agreement, whether matured or unmatured, whether or not contingent and
irrespective of the currency, place of payment or booking office of the sum or obligation)
owed by X or any Affiliate of X to Y (the “Y Set Off Amount”). X will give notice to the
other party of any set off effected under this Section 6(f).




For this purpose, either the X Set Off Amount or the Y Set Off Amount (or the relevant
portion of such set off amounts) may be converted by X into the currency in which the other
set off amount is denominated at the rate of exchange at which X would be able, acting in a
reasonable manner and in good faith, to purchase the relevant amount of such currency.




If a sum or obligation is unascertained, X may in good faith estimate that obligation and
set-off in respect of the estimate, subject to the relevant party accounting to the other
when the obligation is ascertained.




Nothing in this Section 6(f) shall be effective to create a charge or other security interest.
This Section 6(f) shall be without prejudice and in addition to any right of set-off,
combination of accounts, lien or other rights to which any party is at any time otherwise
entitled (whether by operation of law, contract or otherwise).”



4. Account Details:




	 	 	 	 	 	 	 
	

	 	Account Details for DBAG:	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	     USD DBAG Payment Instructions:	 	 	 	 
	

	 	     Account With:
	 	 

	

	 	     SWIFT Code:
	 	 

	

	 	     Favor Of:
	 	 

	

	 	     Account Number:
	 	 
	 
	 	 	 	 	 	 
	

	 	Account Details for Counterparty:	 	 	 	 






PLEASE PROVIDE AT YOUR EARLIEST CONVENIENCE




5. Offices:




     The Office of DBAG for this Transaction is New York.



     The Office of Counterparty for this Transaction is Dulles.



6. Calculation Agent:                    DBAG







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7. Representations



Counterparty, if it is a nonresident alien individual, foreign corporation, foreign partnership,
foreign trust, or foreign estate, represents that it is a foreign person for purposes of US
Treasury regulations relating to information reporting and backup withholding.



Each party will be deemed to represent to the other party on the date on which it enters into
this Transaction that (absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for this Transaction):-



(i) Non-Reliance. It is acting for its own account, and it has made its own independent decisions
to enter into this Transaction and as to whether this Transaction is appropriate or proper for it
based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is
not relying on any communication (written or oral) of the other party as investment advice or as a
recommendation to enter into this Transaction; it being understood that information and
explanations related to the terms and conditions of this Transaction shall not be considered
investment advice or a recommendation to enter into this Transaction. No communication (written or
oral) received from the other party shall be deemed to be an assurance or guarantee as to the
expected results of this Transaction.



(ii) Assessment and Understanding. It is capable of assessing the merits of and understanding (on
its own behalf or through independent professional advice), and understands and accepts, the terms,
conditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of
this Transaction.



(iii) Status of Parties. The other party is not acting as a fiduciary for, or an adviser to it
in respect of this Transaction.




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8. Please confirm that the foregoing correctly sets forth the terms of our agreement by having
an authorized officer sign this Confirmation and return it via facsimile or e-mail to:




     Attention: Derivative Documentation

     Telephone: 44 20 7547 4755

     Facsimile: 44 20 7545 9761

     E-mail: Derivative.Documentation@db.com


This message will be the only form of Confirmation dispatched by us. If you wish to exchange
hard copy forms of this Confirmation, please contact us.




Yours sincerely,



Deutsche Bank AG



  By: /s/ Gaby Bolton



  Name: Gaby Bolton
  Authorized
Signatory



  By: /s/ Jamie Hunt



  Name: Jamie Hunt
  Authorized
Signatory



Confirmed as of the date first written above:



Orbimage Inc (main)



	 	 	 
	By:
	 /s/ William Lee Warren	 
	

	 	 
	Name:
	 William Lee Warren	 
	

	 	 
	Title:
	 Vice President, General Counsel and Secretary	 
	

	 	 







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