SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.1
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”) dated as of September 25, 2009,
among GeoEye, Inc. (f/k/a ORBIMAGE Holdings, Inc.), a corporation organized under the laws of the
State of Delaware (the “Issuer”), ORBIMAGE Inc., a corporation organized under the laws of the
State of Delaware (the “Guarantor”) and The Bank of New York Mellon (f/k/a The Bank of New York), a
New York banking corporation, as trustee under the indenture referred to below (the “Trustee”).
Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have
the meanings assigned to such terms in the Indenture.
WITNESSETH:
WHEREAS the Issuer and the Trustee have heretofore executed an Indenture, as previously
amended by the supplemental indenture dated as of July 7, 2005 among ORBIMAGE, the Company and the
Trustee (as previously amended, the “Indenture”) dated as of June 29, 2005, providing for the
issuance of the Issuer’s Senior Secured Floating Rate Notes due 2012 (the “Notes”), initially in
the aggregate principal amount of $250,000,000;
WHEREAS, Section 9.02 of the Indenture provides that the Issuer and the Trustee may, with the
consent of the Holders of at least a majority in principal amount of the Notes then outstanding
(the “Requisite Consents”), amend or supplement the Indenture and/or the Notes;
WHEREAS, the Issuer has offered to purchase for cash any and all of the outstanding Notes upon
the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation
Statement, dated September 11, 2009 (as the same may be amended, supplemented or modified from time
to time, the “Statement”), and in the related Letter of Transmittal and Consent (as the same may be
amended, supplemented or modified from time to time, together with the Statement, the “Offer”);
WHEREAS, the Offer is conditioned upon, among other things, the proposed amendments (the
“Proposed Amendments”) to the Indenture set forth herein having been approved by at least a
majority in aggregate principal amount of the Notes outstanding (and a supplemental indenture in
respect thereof having been executed and delivered), with such Proposed Amendments becoming
operative with respect to the Indenture upon the acceptance for payment and payment of Notes
validly tendered pursuant to the Offer (the “Settlement”);
WHEREAS, the Issuer has received and delivered to the Trustee the Requisite Consents to effect
the Proposed Amendments under the Indenture;
WHEREAS, each of the Issuer and the Guarantor have been authorized by a resolution of their
respective Boards of Directors to enter into this Supplemental Indenture; and
WHEREAS, all other acts and proceedings required by law, by the Indenture and the amended and
restated certificate of incorporation and amended restated by-laws of the Issuer and the applicable
formation documents of the Guarantor to make this Supplemental Indenture a valid and binding
agreement of the Issuer and the Guarantor for the purposes expressed herein, in accordance with its
terms, have been duly done and performed.
NOW THEREFORE, in consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration the receipt of which is hereby acknowledged,
and for the equal and proportionate benefit of the Holders of the Notes, the Issuer, the Guarantor
and the Trustee hereby agree as follows:
Article I.
AMENDMENTS TO THE INDENTURE AND THE NOTES
1.1 Amendment of Section 1.01.
Section 1.01 of the Indenture is amended by deleting from such Section those defined terms and
section references that, by virtue of the amendments effected by this Supplemental Indenture, are
no longer used in the Indenture or the Notes as amended hereby.
1.2 Amendment of Section 3.05. Section 3.05 of the Indenture, is hereby deleted in
its entirety and is replaced with the following: “[intentionally omitted]”.
1.3 Amendment of Sections 4.02 through 4.08. Sections 4.02 through 4.08 of the
Indenture, inclusive, are hereby deleted in their entirety and each such Section is replaced with
the following: “[intentionally omitted]”.
1.4 Amendment of Section 4.11. Section 4.11 of the Indenture is hereby deleted in its
entirety and is replaced with the following: “[intentionally omitted]”.
1.5 Amendment of Sections 4.14 and 4.15. Sections 4.14 and 4.15 of the Indenture,
inclusive, are hereby deleted in their entirety and each such Section replaced with the following:
“[intentionally omitted]”.
1.6 Amendment of Sections 4.17 and 4.18. Sections 4.17 and 4.18 of the Indenture,
inclusive, are hereby deleted in their entirety and each such Section is replaced with the
following: “[intentionally omitted]”.
1.7 Amendment of Section 5.01. Section 5.01 of the Indenture is hereby amended by
deleting clause (iv) in its entirety and inserting “[intentionally omitted]” in lieu thereof.
1.8 Amendment of Section 6.01.
(a) Section 6.01 of the Indenture is amended by deleting clauses (d) and (e) in their entirety
and inserting “[intentionally omitted]” in lieu thereof.
(b) Section 6.01 of the Indenture is further amended by deleting all references to
“Subsidiary” from clauses (f) and (g).
1.9 Amendment of Section 9.07. Section 9.07 of the Indenture is hereby deleted in its
entirety and is replaced with the following: “[intentionally omitted]”.
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Article II.
EFFECTIVENESS
2.1 Effectiveness of this Supplemental Indenture. Upon the execution of this
Supplemental Indenture by the Issuer, the Guarantor and the Trustee, the Indenture shall be amended
and supplemented in accordance herewith, and this Supplemental Indenture shall form a part of the
Indenture for all purposes and each Holder shall be bound thereby; provided,
however, that the provisions of the Indenture referred to in Article I above (such
provisions being referred to as the “Amended Provisions”) will remain in effect in the form they
existed prior to the execution of this Supplemental Indenture, and the Amended Provisions shall
become operative upon the Settlement. The Issuer shall give the Trustee prompt written notice of
the occurrence of the Settlement.
Article III.
MISCELLANEOUS
3.1 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.
3.2 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
3.3 Trustee Makes No Representation. The recitals contained herein are made by the
Issuer and the Guarantor only and not by the Trustee. The Trustee makes no representation as to
the validity or sufficiency of this Supplemental Indenture.
3.4 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.
3.5 Effect of Headings. The Section headings herein are for convenience only and
shall not effect the construction thereof.
3.6 Trust Indenture Act Controls. If and to the extent that any provision of this
Supplemental Indenture limits, qualifies or conflicts with the duties imposed by, or with another
provision (an “incorporated provision”) included in this Supplemental Indenture by operation of
Section 310 to 318 of the TIA, inclusive, such imposed duties or incorporated provision shall
control.
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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as
of the date first written above.
| GEOEYE, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Senior Vice President, General Counsel and Secretary | |||
| ORBIMAGE INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Senior Vice President, General Counsel and Secretary | |||
| THE BANK OF NEW YORK MELLON, as Trustee |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Vice President | |||
