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/ Xxxxxxx X. Xxxxxxxxx --------------------------------------- Name: Xxxxxxx X. Xxxxxxxxx Title: President and CEO 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: /S/ Xxxx X. Xxxxx, Xx. --------------------------------------- Name: Xxxx X. Xxxxx, Xx. Title: Executive Vice President AMERICAN VARIABLE INSURANCE SERIES ASSET ALLOCATION FUND By Capital Research and Management Company By: /S/ Xxxx X. Xxxxx --------------------------------------- Name: Xxxx X. Xxxxx Title: Executive Vice President AMERICAN VARIABLE INSURANCE SERIES BOND FUND By Capital Research and Management Company By: /S/ Xxxx X. Xxxxx --------------------------------------- Name: Xxxx X. Xxxxx Title: Executive Vice President AMERICAN VARIABLE INSURANCE SERIES HIGH- YIELD BOND FUND By Capital Research and Management Company By: /S/ Xxxx X. Xxxxx, Xx. --------------------------------------- Name: Xxxx X. Xxxxx, Xx. Title: Executive Vice President THE BOND FUND OF AMERICA, INC. By Capital Research and Management Company By: /S/ Xxxx X. Xxxxx, Xx. --------------------------------------- Name: Xxxx X. Xxxxx, Xx. Title: Executive Vice President ITT INDUSTRIES, INC. By: --------------------------------------- Name: Title: ------------------------------------------
EARTHWATCH INCORPORATED. By: /s/ Xxxxxx X. Xxxxxxxxx III ------------------------------------ Name: Xxxxxx X. Xxxxxxxxx III Title: Chief Executive Officer, President and Director THE BANK OF NEW YORK, Trustee By: /s/ Xxxxxx X. Xxxxxx ----------------------------------- Name: Xxxxxx X. Xxxxxx Title: Vice President EXHIBIT A FORM OF GLOBAL NOTE [FACE OF NOTE] THIS NOTE IS INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS. EACH OF WHICH CONSISTS OF ONE 13% SENIOR DISCOUNT NOTE DUE 2007 (A "NOTE") OF EARTHWATCH INCORPORATED AND 49.095 SHARES OF 8.5% SERIES C CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK OF EARTHWATCH INCORPORATED PRIOR TO THE CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF (i) THE DATE THAT IS SIX MONTHS AFTER THE CLOSING DATE, (ii) THE COMMENCEMENT OF THE EXCHANGE OFFER FOR THE NOTES, (iii) THE EFFECTIVENESS OF A SHELF REGISTRATION STATEMENT WITH RESPECT TO THE NOTES, OR (iv) A DATE DETERMINED BY XXXXXX XXXXXXX & CO INCORPORATED IN ITS SOLE DISCRETION. THE NOTES EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE SHARES OF SERIES C PREFERRED STOCK ISSUED BY EARTHWATCH INCORPORATED IN CONNECTION HEREWITH. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, 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) OR (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"), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) AS IN EFFECT ON THE DATE OF SUCH TRANSFER, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO EARTHWATCH 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 RE...
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: --------------------------- 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: SERIES C PREFERRED STOCKHOLDER By: /s/ Xxxxxx X. Untomor ----------------------------- Name: Xxxxxx X. Untomor Title:
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. AMENDED AND RESTATED SENIOR NOTES INDENTURE Dated as of April 8, 1999 --------------------- THE BANK OF NEW YORK, Trustee
EARTHWATCH INCORPORATED. Date: By: ---------------------------------- Name: Title: This is one of the 12 1/2% Senior Notes due 2005 described in the within- mentioned Indenture. THE BANK OF NEW YORK, Trustee By: ----------------------------------- Authorized Signatory [REVERSE SIDE OF NOTE] EARTHWATCH INCORPORATED
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").
