PURCHASE AGREEMENT GEOEYE, INC. Floating Rate Senior Notes due 2016 Purchase AgreementRegistration Rights Agreement • March 26th, 2010 • GeoEye, Inc. • Communications services, nec • New York
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.
PURCHASE AGREEMENT GEOEYE, INC. Series A Convertible Preferred Stock Purchase AgreementRegistration Rights Agreement • March 26th, 2010 • GeoEye, Inc. • Communications services, nec • New York
GeoEye, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Cerberus Satellite LLC (the “Purchaser”) 115,000 (or, if the EnhancedView Imagery Acquisition Contract is awarded to the Company on a Non-Conforming Basis, 80,000) aggregate number of shares of its Series A Convertible Preferred Stock (the “Securities”) with an initial liquidation preference of $1,000 per share and an initial Conversion Price of $30.00 (provided that in the event that the EnhancedView Imagery Acquisition Contract has not been awarded to the Company in a definitive, final decision for which the GAO bid protest period has expired and is not in full force and effect (such date the “Initial Award Date”) on or prior to June 30, 2010, then the Conversion Price shall decrease by 0.5% for each month (prorated for partial months) between July 1, 2010 and the earlier of (x) September 30, 2010 and (y) the Initial Award Date) at a price equal to 97.5% of the aggregate initial liquidation preference
