EARTHWATCH INCORPORATED. By: --------------------------- Name: Title: XXXXXX XXXXXXX & CO., INCORPORATED By: ---------------------------- Name: Title: CAPITAL RESEARCH AND MANAGEMENT COMPANY, for the benefit of American High-Income Trust, American Variable Insurance Series High-Yield Bond Fund and Bond Fund of America, Inc. By: ----------------------------- Name: Title: ITT INDUSTRIES, INC. By: -------------------------------- Name: Title:
EARTHWATCH INCORPORATED. By: /s/ Xxxxx X. Xxxxxx -------------------------- Name: Xxxxx X. Xxxxxx Title: Chief Operating Officer/Chief Financial Officer XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Xxxxxxx Xxxxxxx --------------------- Name: Xxxxxxx Xxxxxxx Title: Managing Director POST BALANCED FUND By: /s/ Xxxxxxxx X. Post --------------------------------- Name: Xxxxxxxx X. Post Title: President POST HIGH YIELD LP By: /s/ Xxxxxxxx X. Post --------------------------------- Name: Xxxxxxxx X. Post Title: President POST TOTAL RETURN FUND By: /s/ Xxxxxxxx X. Post --------------------------------- Name: Xxxxxxxx X. Post Title: President OPPORTUNITY FUND By: /s/ Xxxxxxxx X. Post --------------------------------- Name: Xxxxxxxx X. Post Title: President XXXXXXXXX & CO., L.P. By: Xxxxxxxxx Partners, L.P. By: Xxxxxxxxx Partners Inc. By: /s/ Xxxxxx Xxxx ------------------------------- Name: Xxxxxx Xxxx Title: Vice President XXXXXXXXX INTERNATIONAL LTD By: Xxxxxxxxx Partners Inc., as Agent By: /s/ Xxxxxx Xxxx ------------------------------- Name: Xxxxxx Xxxx Title: Vice President SUN AMERICA HIGH INCOME FUND By: /s/ Xxxx X. Xxxxxx -------------------- Name: Xxxx X. Xxxxxx Title: Senior Vice President Portfolio Manager SUN AMERICA SERIES TRUST HIGH YIELD PORTFOLIO By: /s/ Xxxx X. Xxxxxx -------------------- Name: Xxxx X. Xxxxxx Title: Senior Vice President Portfolio Manager HITACHI SOFTWARE ENGINEERING CO., LTD. By: /s/ Xxxxxxxxx Xxxxxxx ----------------------- Name: Xxxxxxxxx Xxxxxxx Title: General Manager Geospatial Information Division EXHIBIT A EARTHWATCH VENDOR CREDIT FACILITY SUMMARY OF TERMS AND CONDITIONS
EARTHWATCH INCORPORATED. By ____________________________ Name: Title: Agreed, as of the date first above written: THE BANK OF NEW YORK, as Trustee By __________________________________________ Name: Title: XXXXXX XXXXXXX & CO. INCORPORATED By __________________________________________ Name: Title: SERIES C PREFERRED REGISTRATION RIGHTS AGREEMENT among EARTHWATCH INCORPORATED, EACH OF THE PARTIES SET FORTH ON SCHEDULE 1 HERETO and BALL TECHNOLOGIES HOLDINGS CORP. Dated as of April 3, 2001 SERIES C PREFERRED REGISTRATION RIGHTS AGREEMENT This SERIES C PREFERRED REGISTRATION RIGHTS AGREEMENT dated as of April 3, 2001 (this "Agreement"), is among EarthWatch Incorporated, a Delaware corporation (the "Company"), each of the parties set forth on Schedule 1 hereto (collectively, the "Noteholders") and Ball Technologies Holdings Corp., a Colorado corporation ("Ball" and, together with the Noteholders, the "Recap Parties"). This Agreement is made pursuant to the terms of a Recapitalization Agreement and Consent, dated as of April 2, 2000, among the Company and the Noteholders (the "Recapitalization Agreement"), pursuant to which the Company has agreed to issue to the Noteholders, and pursuant to terms of a vendor financing arrangement (the "Vendor Financing Arrangement") between the Company and Ball under which the Company has agreed to issue to Ball, shares (the "Preferred Shares") of the Company's 8.5% Cumulative Convertible Redeemable Preferred Stock due 2009, Series C, par value $.001 per share (the "Series C Preferred Stock") representing in the aggregate approximately 13% of the Company's outstanding capital stock on a fully diluted basis and to provide to the Recap Parties and to their direct and indirect transferees the registration rights with respect to the shares of Common Stock (as defined herein) issuable upon conversion of the Preferred Shares (the "Conversion Shares"). Capitalized terms used in this Agreement but not defined shall have the meanings ascribed to such terms in the Stockholders Agreement (as defined herein).
EARTHWATCH INCORPORATED as grantor -- ------- and THE BANK OF NEW YORK as collateral agent -- ---------- ----- JUNIOR COLLATERAL PLEDGE AND SECURITY AGREEMENT JUNIOR COLLATERAL PLEDGE AND SECURITY AGREEMENT, dated as of June 15, 2001 (this "Agreement"), made by EarthWatch Incorporated (the "Company"), a Delaware corporation having its principal office at 0000 Xxxx Xxxx, Xxxxxxxx Xxxxxxxx 00000, in favor of The Bank of New York, a New York banking corporation, having its principal corporate trust office at 000 Xxxxxxx Xxxxxx, Floor 21 West, New York, New York 10286 in its capacity as collateral agent (referred to herein as the "Collateral Agent") for itself and for the ratable benefit of the Series A Preferred Stockholders and the Series B Preferred Stockholders referred to below.
EARTHWATCH INCORPORATED. By: /s/ Xxxxxxx Xxxxxxxxx ----------------------- Name: Xxxxxxx X. Xxxxxxxxx Title: President & CEO THE BANK OF NEW YORK, Trustee By: /s/ Xxxx X. Xxxxx ----------------------- Name: Xxxx X. Xxxxx Title: Assistant Vice President EXHIBIT A FORM OF GLOBAL NOTE [FACE OF NOTE] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN "INSTITUTIONAL ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2),(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) AS IN EFFECT WITH RESPECT TO SUCH TRANSFER, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO EARTHWATCH INCORPORATED OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT AT MATURITY OF NOTES AT THE TIME OF TRANSFER OF LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO EARTHWATCH INCORPORATED THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON ...
EARTHWATCH INCORPORATED. By: /s/ Xxxxx X. Xxxxxx ---------------------------------------- Name: Xxxxx X. Xxxxxx Title: Chief Financial Officer
EARTHWATCH INCORPORATED. By: ------------------------------------------ Name: Title: XXXXXX XXXXXXX & CO., INCORPORATED By: /s/ Xxxxxxx Xxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxxxx Title: Managing Director AMERICAN HIGH-INCOME TRUST By Capital Research and Management Company By: ------------------------------------------ Name: Title: AMERICAN VARIABLE INSURANCE SERIES ASSET ALLOCATION FUND By Capital Research and Management Company By: ------------------------------------------ Name: Title: [SIGNATURE PAGE TO RECAPITALIZATION AGREEMENT]
EARTHWATCH INCORPORATED as pledgor -- ------- THE BANK OF NEW YORK as trustee -- ------- and THE BANK OF NEW YORK as securities intermediary -- ---------- ------------ PLEDGE AGREEMENT This PLEDGE AGREEMENT (this "Agreement") is made and entered into as of April 3, 2001 by EARTHWATCH INCORPORATED, a Delaware corporation (the "Pledgor"), THE BANK OF NEW YORK, a New York banking corporation, having an office at 000 Xxxxxxx Xxxxxx, Floor 21 West, New York, New York 10286, as trustee (the "Trustee") for the benefit of the holders from time to time (the "Holders") of the 13% Notes (as defined herein) issued by the Pledgor under the 13% Notes Indenture (as defined below) and THE BANK OF NEW YORK, as securities intermediary (the "EarthWatch Securities Intermediary").
EARTHWATCH INCORPORATED. By: ______________________________________ Name: ______________________________________ Title: ______________________________________ EXHIBIT H-1 SENIOR COLLATERAL PLEDGE AND SECURITY AGREEMENT Dated as of ____________, 2001 Between ------- EARTHWATCH INCORPORATED as grantor ---------- and THE BANK OF NEW YORK as collateral agent ------------------- SENIOR COLLATERAL PLEDGE AND SECURITY AGREEMENT SENIOR COLLATERAL PLEDGE AND SECURITY AGREEMENT, dated as of _____ __, 2001 (this "Agreement"), made by EarthWatch Incorporated (the "Company"), a Delaware corporation having its principal office at 0000 Xxxx Xxxx, Xxxxxxxx Xxxxxxxx 00000, in favor of The Bank of New York, a New York banking corporation, having its principal corporate trust office at 000 Xxxxxxx Xxxxxx, Floor 21 West, New York, New York 10286 in its capacity as collateral agent (referred to herein as the "Collateral Agent") for itself and for the ratable benefit of the 13% Noteholders referred to below and the holders from time to time of the Vendor Financing.
EARTHWATCH INCORPORATED. AMENDED AND RESTATED SENIOR NOTES INDENTURE Dated as of April 8, 1999 --------------------- THE BANK OF NEW YORK, Trustee
