PREFERRED STOCK PURCHASE AGREEMENT

Exhibit 4.01

Execution Copy

PREFERRED STOCK PURCHASE AGREEMENT

among

ORBIMAGE HOLDINGS INC.

and

THE PURCHASERS

Dated as of January 10, 2006,

Relating to:

1,000 shares, par value $0.01, of Series A Preferred Stock

TABLE OF CONTENTS

EXHIBITS:

Exhibit A–Form of Certificate of Designation
Exhibit B–Form of Officers’ Certificate
Exhibit C–Form of Opinion of Latham & Watkins LLP

SCHEDULES:

Schedule 2.2–Information Relating to the Purchasers
Schedule 4.5–Warrants

PREFERRED STOCK PURCHASE AGREEMENT

          PREFERRED STOCK PURCHASE AGREEMENT, dated as of January 10, 2006, among ORBIMAGE Holdings Inc., a corporation incorporated under the laws of the state of Delaware (the “ Company ”), and the other parties listed on the signature pages hereof (collectively, the “ Purchasers ”).

RECITALS

          WHEREAS, ORBIMAGE SI Opco Inc., a Delaware corporation, and an indirect wholly owned subsidiary of the Company (the “ Borrower ”), has entered into that certain Credit Agreement, dated as of the Closing Date (as amended from time to time, the “ Credit Agreement ”), between the Borrower, the Company, ORBIMAGE SI Holdco Inc., a Delaware corporation that owns all of the capital stock of the Borrower (“ Holdings ”), the lenders from time to time parties thereto (the “ Lenders ”), the guarantors from time to time parties thereto, Credit Suisse First Boston, LLC, as Lead Arranger and Bookrunner, Credit Suisse, Cayman Islands Branch, as administrative agent for the Lenders (the “ Administrative Agent ”), and The Bank of New York, as collateral agent;

          WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make term loans to the Borrower in the principal amount of Fifty Million Dollars ($50,000,000) to provide financing for the acquisition by the Borrower of the Acquired Business (as defined in the Credit Agreement) pursuant to the Acquisition Documents (as defined in the Credit Agreement); and

          WHEREAS, it is a condition to the funding of the term loans under the Credit Agreement that the Company issue and sell to each Purchaser the number of shares of Series A Preferred Stock, par value $0.01 per share (the “ Series A Preferred Stock” ), set forth opposite such Purchaser’s name on Schedule 2.2 to this Agreement, for a cash purchase price equal to $0.01 per share (the shares of Series A Preferred Stock issued to the Purchasers hereunder being referred to as the “ Shares ”). The Series A Preferred Stock shall initially have the rights, preferences and other terms set forth in the Certificate of Designation of Series A Preferred Stock (the “ Certificate of Designation ”) in the form attached as Exhibit A hereto.

          NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1.
DEFINITIONS AND ACCOUNTING TERMS

          1.1 Definitions . As used herein, the following terms shall have the meanings specified herein unless the context otherwise requires:

          “ Accredited Investor ” means any Person that is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act.

          “ Administrative Agent ” is defined in the first recital hereto.

          “ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified.

          “ Agreement ” means this Agreement as it may from time to time be amended, supplemented or modified.

          “ Borrower ” is defined in the first recital hereto.

          “ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed, the state where the Administrative Agent’s Office is located or, if there is no Administrative Agent, in the State of New York.

          “ Certificate ” is defined in Section 2.3(a) .

          “ Certificate of Designation ” is defined in the third recital hereto.

          “ Closing ” is defined in Section 2.3(a) .

          “ Closing Date ” is defined in Section 2.3(a) .

          “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

          “ Commission ” means the United States Securities and Exchange Commission.

          “ Common Stock ” is defined in Section 4.5 .

          “ Company ” is defined in the preamble to this agreement.

          “ Credit Agreement ” is defined in the first recital hereto.

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time.

          “ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other governmental entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central bank).

          “ Holders ” shall mean each of the holders, from time to time, of any shares of Series A Preferred Stock.

          “ Holdings ” is defined in the first recital hereto.

          “ Indebtedness ” shall have the meaning ascribed thereto in the Credit Agreement.

          “ Institutional Accredited Investor ” is defined in Section 7.1(a) .

          “ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directives, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, having the force of Law.

          “ Lenders ” is defined in the first recital hereto.

          “ Lien ” shall have the meaning ascribed thereto in the Credit Agreement.

          “ Loan Documents ” shall have the meaning ascribed thereto in the Credit Agreement.

          “ Loans ” shall have the meaning ascribed thereto in the Credit Agreement.

          “ Material Adverse Effect ” means (i) any material adverse effect upon the financial condition, business, operations, assets, liabilities or property of the Company and its Consolidated Subsidiaries (as defined in the Credit Agreement), taken as a whole, after giving pro forma effect to the Transaction (as defined in the Credit Agreement), (ii) a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby to occur on the Closing Date, (iii) a material impairment of the ability of the Company to perform any of its material obligations hereunder that is materially adverse to the interests of the Holders or (iv) a material impairment of the rights and benefits of the Holders hereunder.

          “ Organizational Documents ” means, (i) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-United States jurisdiction); (ii) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (iii) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

          “ Permitted Lien ” shall have the meaning ascribed thereto in the Credit Agreement.

          “ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

          “ Private Offering ” means any offering by the Holders of some or all of the Shares in a transaction not required to be registered under the Securities Act.

          “ Purchase Price ” is defined in Section 2.2(b) .

          “ Purchasers ” is defined in the preamble to this Agreement.

          “ Qualified Institutional Buyer ” means any Person that is a “qualified institutional buyer” within the meaning of Rule 144A.

          “ Regulation U, T or X ” means Regulation U, T or X, respectively, of the Board of Governors of the Federal Reserve System as amended, or any successor regulation.

          “ Required Holders ” means the holders, from time to time, of a majority of the shares of Series A Preferred Stock then issued and outstanding.

          “ Rule 144 ” means Rule 144 under the Securities Act (or any successor provision), as it may be amended from time to time.

          “ Rule 144A ” means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time.

          “ Securities Act ” means the Securities Act of 1933, as amended.

          “ Senior Secured Note Indenture ” means that certain Indenture, dated as of June 29, 2005, between the Company and The Bank of New York, as Trustee, governing the Senior Secured Floating Rate Notes due 2012 of the Company (the “ Senior Notes ”), as in effect on the Closing Date.

          “ Series A Preferred Stock ” is defined in the third recital hereto.

          “ Shares ” is defined in the third recital hereto.

          “ Subsequent Purchaser ” means a purchaser of any Shares who acquired such Shares in a Private Offering in accordance with Section 7.1 .

          “ Subsidiary ” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (i) if a corporation, more than 50% of the total voting power of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or business entity other than a corporation, more than 50% of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have more than 50% ownership interest in a partnership, limited liability company, association or other business entity if such Person or Persons shall be allocated more than 50% of partnership, association or other business entity gains or losses or shall be or control the managing director, manager or a general partner of such partnership, association or other business entity.

          “ Transaction ” shall have the meaning ascribed thereto in the Credit Agreement.

          “ Trigger Event ” shall have the meaning ascribed thereto in the Certificate of Designation.

          1.2 Computation of Time Periods . For purposes of computation of periods of time hereunder, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

          1.3 Terms Generally . Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, and (c) the word “including” shall mean “including without limitation.” Any reference to defined terms contained in the Credit Agreement shall also incorporate the definition of any other defined terms used therein.

          1.4 Accounting Terms . Accounting terms used but not otherwise defined herein shall have the meanings provided, and be construed in accordance with, Generally Accepted Accounting Principles in the United States.

SECTION 2.

AUTHORIZATION AND ISSUANCE OF SHARES

          2.1 Authorization of Issue . On or prior to the Closing Date, the Company will file the Certificate of Designation with the Secretary of State of the State of Delaware, and will authorize the issuance and sale of the Shares.

          2.2 Sale and Purchase of the Shares .

          (a) Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser, and each Purchaser will purchase from the Company, at the Closing, the Shares, with each Purchaser purchasing the number of Shares set forth opposite such Purchaser’s name on Schedule 2.2 at a purchase price of $0.01 per share.

          (b) The aggregate cash purchase price (the “ Purchase Price ”) for the Shares shall be equal to the sum of (i) the number of Shares being issued at the Closing multiplied by (ii) $0.01.

          (c) Payment of all transfer taxes, fees and duties incurred in connection with the sale and transfer of the Shares under this Agreement shall be the Company’s responsibility and the Company shall promptly reimburse each Purchaser for any such tax, fee or duty that such Purchaser is required to pay in the first instance.

          2.3 Closing .

          (a) The sale and purchase of the Shares shall occur at the offices of Latham & Watkins LLP, 555 Eleventh Street, N.W., Washington, D.C. at 10:00 a.m. local time, at a closing

(the “ Closing ”) on January 10, 2006, or on such other Business Day thereafter as may be agreed upon by the Company and the Purchasers (in either case, the date and time of the Closing is referred to herein as the “ Closing Date ”). At the Closing, (i) the Company will deliver to each Purchaser one stock certificate (each, a “ Certificate ” and, collectively, the “ Certificates ”) representing the full number of Shares to be purchased by such Purchaser on the Closing Date, dated such Closing Date and registered in such Purchaser’s name against payment by such Purchaser to the Company or to its order of immediately available funds in the amount of the applicable portion of the Purchase Price by wire transfer of immediately available funds to such bank account or accounts as the Company may request in writing at least one Business Day prior to the Closing Date.

          (b) If at the Closing the Company shall fail to deliver to the Purchasers the Certificates as provided in Section 2.3(a) , or any of the conditions specified in Section 3 shall not have been fulfilled or waived, then each Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment; provided, that upon payment for and receipt of such Certificates by the Purchasers, all such conditions shall be deemed satisfied or waived.

SECTION 3.

CONDITIONS TO CLOSING

          Each Purchaser’s obligation to purchase and pay for the Shares to be purchased by it at the Closing is subject to the satisfaction by the Company or waiver by such Purchaser, on or before the Closing Date, of each of the conditions specified below in this Section 3 :

          3.1 Representations and Warranties . Each of the representations and warranties of the Company in this Agreement that are qualified as to materiality or Material Adverse Effect shall be true and correct, and each of the representations and warranties of the Company in this Agreement that are not so qualified shall be true and correct in all material respects, in each such case, on or as of the Closing Date as if made on and as of the Closing Date (unless stated to relate to a specific earlier date, in which case such representations and warranties qualified as to materiality or Material Adverse Effect shall be true and correct and those not so qualified shall be true and correct in all material respects as of such earlier date).

          3.2 Performance . The transactions contemplated by the Credit Agreement, the Notes (as defined in the Credit Agreement) and the Guarantee (as defined in the Credit Agreement) shall have occurred or concurrently herewith shall occur. The Company shall have performed and complied in all material respects with all agreements and covenants contained herein required to be performed or complied with by it prior to or at the Closing (or shall concurrently herewith perform or comply).

          3.3 Officers’ Certificate . The Company shall have delivered to the Purchasers an Officer’s Certificate, dated as of the Closing Date, in the form of Exhibit B hereto, certifying, among other things, as to (i) the Company’s certificate of incorporation (as amended by the Certificate of Designation) and bylaws, (ii) the incumbency and signatures of certain officers of the Company, (iii) the corporate proceedings of the Company (including board resolutions or a

written consent of the Board of Directors of the Company in a form previously provided to the Purchasers) relating to the authorization, execution and delivery of the Shares and this Agreement and (iv) that the conditions specified in Sections 3.1 and 3.2 have been fulfilled.

          3.4 Proceedings and Documents . The Purchasers (or Cahill Gordon & Reindel llp on their behalf) shall have received counterpart originals or copies of this Agreement. All conditions (other than the issuing of the Shares) to the funding of the Loans to be made by the Lenders under the Credit Agreement to the Borrower at the Closing shall have been satisfied or waived by the Lenders in all respects. The Company shall have duly and properly authorized and filed the Certificate of Designation with the Secretary of State of the State of Delaware, and the Certificate of Designation shall have become effective and be in full force and effect as of the Closing Date.

          3.5 Legal Opinion . The Purchasers shall have received from Latham & Watkins LLP, legal counsel to the Company, an opinion addressed to the Purchasers, dated as of the Closing Date, substantially in the form set forth in Exhibit C hereto (subject to customary assumptions and exclusions).

          3.6 Purchase Permitted by Applicable Law, Etc . On the Closing Date, each Purchaser’s purchase of the Shares shall (a) be permitted by the applicable Laws and regulations of each jurisdiction to which it is subject, and (b) not violate any applicable Law (including, without limitation, Regulation U, T or X of the Board of Governors of the Federal Reserve System).

SECTION 4.

REPRESENTATIONS AND WARRANTIES

          The Company represents and warrants to the Purchasers on and as of the date hereof, that:

          4.1 Existence, Qualification and Power; Compliance with Laws . Each of the Company and its Subsidiaries (i) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite corporate power and authority and all requisite governmental licenses, authorizations, consents and approvals to own or lease its assets and carry on its business, (iii) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its b