Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - DIGITALGLOBE, INC. | c23123e8vk.htm |
Exhibit 4.1
Execution Version
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of October 5, 2011 (this “First Supplemental
Indenture”), by and between DigitalGlobe, Inc., a Delaware corporation (the “Company”),
having its principal office at 1601 Dry Creek Drive Suite 260, Longmont, CO 80503, and U.S. Bank
National Association, as trustee (the “Trustee”) to the Original Indenture (as defined
below), having its principal corporate trust office at 950 17th Street — 12th Floor, Denver, CO
80202.
W I T N E S S E T H:
WHEREAS, the Company and the Trustee have heretofore executed and delivered an Indenture,
dated as of April 28, 2009 (the “Original Indenture”), pursuant to which the Company has
$355 million aggregate principal amount of 10.5% Senior Secured Notes due 2014 (the
“Notes”) outstanding;
WHEREAS, Section 9.02 of the Original Indenture provides that the Company and the Trustee may,
with certain exceptions, amend the Original Indenture with the consent of the Holders (as defined
in the Original Indenture) of at least a majority of the aggregate principal amount of the Notes
then outstanding;
WHEREAS, the Company has distributed an Offer to Purchase and Consent Solicitation Statement,
dated as of September 21, 2011 (as amended from time to time, the “Offer to Purchase”), and
accompanying Letter of Transmittal and Consent, dated as of September 21, 2011, to the Holders of
the Notes seeking their consent to certain proposed amendments to the Original Indenture as
described in the Offer to Purchase (the “Proposed Amendments”);
WHEREAS, the Holders of at least a majority of the aggregate principal amount of the
outstanding Notes (other than affiliates of the Company) have duly consented to the Proposed
Amendments;
WHEREAS, the Board of Directors of the Company has determined that it is in the best interests
of the Company to authorize and approve the Proposed Amendments; and
WHEREAS, the execution and delivery of this First Supplemental Indenture have been duly
authorized by all necessary corporate action on the part of the Company and all conditions and
requirements necessary to make this instrument a valid and binding agreement have been duly
performed and complied with.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the
Trustee mutually covenant and agree, for the equal and ratable benefit of the Holders of the Notes,
as follows:
ARTICLE I — AMENDMENTS
Section 1.1. Amendments to the Definitions in the Original Indenture and the Notes.
Effective as of the Operative Time, any definitions used exclusively in the provisions of the
Original Indenture or the Notes that are deleted pursuant to the amendments set forth below, and
any definitions used exclusively within such definitions, are hereby deleted in their entirety from
the Original Indenture or the Notes, as applicable, and all references in the Original Indenture or
the Notes to paragraphs, Sections, Articles or other terms or provisions of the Original Indenture
that have been otherwise deleted pursuant to this First Supplemental Indenture are deleted in their
entirety or revised to conform herewith.
Section 1.2. Amendments to Article Four — Covenants. Effective as of the Operative
Time (as defined below), the following Sections of the Original Indenture, and any corresponding
provisions in the Notes, are each deleted in their entirety and replaced with the phrase
"[Intentionally Omitted]”:
| Existing Section Number | Caption | |
Section 4.04
|
Payment of Taxes and other Claims | |
Section 4.05
|
Maintenance of Properties and Insurance | |
Section 4.06
|
Limitation on Debt and Disqualified or Preferred Stock | |
Section 4.07
|
Limitation on Restricted Payments | |
Section 4.08
|
Limitation on Liens | |
Section 4.09
|
Limitation on Sale and Leaseback Transactions | |
Section 4.10
|
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries | |
Section 4.11
|
Guarantees by Restricted Subsidiaries | |
Section 4.12
|
Repurchase of Notes Upon a Change of Control | |
Section 4.13
|
Limitation on Asset Sales | |
Section 4.14
|
Limitation on Transactions with Affiliates | |
Section 4.15
|
Line of Business | |
Section 4.16
|
Maintenance of Satellite Insurance; Events of Loss | |
Section 4.17
|
Designation of Restricted And Unrestricted Subsidiaries | |
Section 4.18
|
Financial Reports | |
Section 4.20
|
Reports to Trustee | |
Section 4.21
|
Covenant Suspension |
Section 1.3. Amendments to Article Five— Consolidation, Merger or Sale of Assets.
Effective as of the Operative Time:
(a) clauses (2) and (3) of Section 5.01(a)(iii) of the Original Indenture and any
corresponding provisions in the Notes are each deleted in their entirety and replaced with the
phrase “[Intentionally Omitted]”; and
(b) Section 5.02 of the Original Indenture and any corresponding provisions in the Notes are
each deleted in their entirety and replaced with the phrase “[Intentionally Omitted]”.
Section 1.4. Amendments to Article Six — Defaults and Remedies. Effective as of the
Operative Time, Section 6.01 of the Original Indenture and any corresponding provisions in the
Notes are hereby amended by:
(a) by deleting in their entirety each of paragraphs (4), (5), (6) and (9) thereof and
replacing them with the phrase “[Intentionally Omitted]”; and
(b) by deleting the words “or any Restricted Subsidiary” and “or any of its Restricted
Subsidiaries” each time they appear in clauses (7) and (8) thereof.
Section 1.5. Effectiveness. Subject to Section 2.1 hereof, this First Supplemental
Indenture shall become effective as of the date hereof at such time as executed counterparts of
this First Supplemental have been delivered by each party hereto to the other parties hereto. From
and after the effective date of this First Supplemental Indenture, the Original Indenture and the
Notes shall be supplemented in accordance herewith, and this First Supplemental Indenture shall
form a part of the Original Indenture and the Notes for all purposes, and every Holder of Notes
heretofore or hereafter authenticated and delivered under the Original Indenture shall be bound
thereby.
ARTICLE II — MISCELLANEOUS
Section 2.1. Operative Date of Amendments to Original Indenture. The amendments to
the Original Indenture and the Notes set forth in Article I of this First Supplemental Indenture
shall not become operative until immediately prior to the first acceptance of Notes by the Company
for payment pursuant to the Offer to Purchase (such time, the “Operative Time”).
Section 2.2. Original Indenture Remains in Full Force and Effect. Except as
supplemented by this First Supplemental Indenture, all provisions in the Original Indenture and the
Notes shall remain in full force and effect.
Section 2.3. References to First Supplemental Indenture. Any and all notices,
requests, certificates and other instruments executed and delivered after the execution and
delivery of this First Supplemental Indenture may refer to the Original Indenture without making
specific reference to this First Supplemental Indenture, but nevertheless all such references shall
include this First Supplemental Indenture unless the context requires otherwise.
Section 2.4. Conflict with Trust Indenture Act (the “TIA”). Except to the extent
expressly provided in the Original Indenture, the Original Indenture incorporates and is governed
by the provisions of the TIA that are required to be part of and to govern indentures qualified by
the TIA. If any provision of this First Supplemental Indenture modifies or excludes any provision
of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply
to the Original Indenture as so modified or to be excluded by this First Supplemental Indenture, as
the case may be.
Section 2.5. Separability. In case any provision in this First Supplemental Indenture
is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired
thereby.
Section 2.6. Terms Defined in the Original Indenture. All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the Original Indenture.
Section 2.7. Headings. The headings of the Articles and Sections of this First
Supplemental Indenture have been inserted for convenience of reference only, are not to be
considered a part of this First Supplemental Indenture and in no way modify or restrict any of the
terms and provisions of this First Supplemental Indenture.
Section 2.8. Benefits of First Supplemental Indenture. Nothing in this First
Supplemental Indenture or the Notes, express or implied, shall give to any Person, other than the
parties hereto and thereto and their successors hereunder and thereunder and the Holders of the
Notes any benefit of any legal or equitable right, remedy or claim under the Original Indenture,
this First Supplemental Indenture or the Notes.
Section 2.9. Successors. All agreements of the Company or any Guarantor in this First
Supplemental Indenture will bind its respective successors. All agreements of the Trustee in this
First Supplemental Indenture will bind its successor.
Section 2.10. Certain Duties and Responsibilities of the Trustee. In entering into
this First Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision
of the Original Indenture and the Notes relating to the conduct or affecting the liability or
affording protection to the Trustee, whether or not elsewhere herein so provided.
Section 2.11. Governing Law. This First Supplemental Indenture shall be governed by,
and construed in accordance with, the laws of the State of New York.
Section 2.12. Counterpart Originals. The parties may sign any number of copies of
this First Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.
Section 2.13. Confirmation. Each of the Company and the Trustee hereby confirms and
reaffirms the Original Indenture in every particular except as amended and supplemented by this
First Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed as of the date first above written.
| DIGITALGLOBE, INC |
||||
| By: | /s/ Yancey L. Spruill | |||
| Name: | Yancey L. Spruill | |||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||
| U.S. BANK NATIONAL ASSOCIATION as Trustee |
||||
| By: | /s/ Leland Hansen | |||
| Name: | Leland Hansen | |||
| Title: | Vice President | |||