exv4w4



 



Exhibit 4.4



ORBITAL SCIENCES CORPORATION



12% SERIES B SECOND PRIORITY SECURED NOTE

Due 2006




	 	 	 
	 	 	
CUSIP: 685564 AJ5
	No. J-1	 	
$__________




     Orbital Sciences Corporation, a Delaware corporation (hereinafter called
the “Company” which term includes any successors under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of ______, on August
15, 2006.


     Interest Payment Dates: February 15 and August 15.


     Interest Record Dates: February 1 and August 1


     Reference is made to the further provisions of this Note on the reverse
side, which will, for all purposes, have the same effect as if set forth at
this place.


     This Note has been issued with original issue discount for Federal income
tax purposes. Upon request, the Company will promptly make available to a
holder of this Note information regarding the issue price, the amount of
original issue discount, the issue date, and the yield to maturity of this
Note. Holders should contact Orbital Sciences Corporation, 21839 Atlantic
Blvd., Dulles, VA 20166, Attention: Chief Financial Officer.


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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.




	 	 	 	 
	 	ORBITAL SCIENCES CORPORATION,

a Delaware corporation
	 
	 	By:	 
	 	 	

Name:  Garrett E. Pierce

Title: Vice Chairman and

Chief Financial Officer
	 
	 	By:	 
	 	 	

Name:  Michael R. Williams

Title:  Senior Vice President and Treasurer



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TRUSTEE’S CERTIFICATE OF AUTHENTICATION



     This is one of the Notes described in the within-mentioned Indenture.





	 	 	 	 
	 	U.S. BANK, N.A.	 
	 
	 	By:	 	 
	 	 	


Authorized Signatory	 



Dated: ______, 2003


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(Reverse of Note)



12% Series B Second Priority Secured Note due 2006



THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL
NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


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     Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.


     1.     Interest. Orbital Sciences Corporation, a Delaware corporation (the
“Company”), promises to pay interest on the principal amount of this Note at
12% per annum until maturity and shall pay the Liquidated Damages, if any,
payable pursuant to Section 4 of the Note Registration Rights Agreement
referred to below. The Company will pay interest and Liquidated Damages, if
any, semi-annually on February 15 and August 15 of each year or, if any such
day is not a Business Day, on the next succeeding Business Day (each an
“Interest Payment Date”). Interest on the Notes will accrue from the most
recent date on which interest has been paid or, if no interest has been paid,
from the Issue Date; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between an Interest
Record Date (defined below) referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date. The Company shall pay interest (including
Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at the rate
then in effect; it shall pay interest (including Accrued Bankruptcy Interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
and Liquidated Damages, if any, (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.


     2.     Method of Payment. The Company will pay interest on the Notes and
Liquidated Damages, if any, to the Persons who are registered Holders of Notes
at the close of business on the February 1 or August 1 next preceding the
Interest Payment Date (each an “Interest Record Date”), even if such Notes are
cancelled after such Interest Record Date and on or before such Interest
Payment Date, except as provided in Section 2.12 of the Indenture (as defined
below) with respect to defaulted interest. The Notes will be payable as to
principal, premium, if any, and interest (and Liquidated Damages, if any), at
the office or agency of the Company maintained within the City and State of New
York for such purpose, or, at the option of the Company, payment of interest
shall be made by wire transfer to the accounts specified by the Holders or, if
no account is specified, by check mailed to a Holder at its address set forth
in the register of Holders, provided that payment by wire transfer of
immediately available funds to an account within the United States will be
required with respect to principal of, premium, if any and interest (and
Liquidated Damages, if any), on all Global Notes. Such payment shall be in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.


     3.     Paying Agent and Registrar. Initially, U.S. Bank, N.A., the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Company may
change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in any such capacity.


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     4.     Indenture. The Company issued the Notes under an Indenture, dated as
of August 22, 2002 (“Indenture”), by and among the Company, the Guarantors
party thereto and the Trustee. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes
are subject to all such terms, and Holders are referred to the Indenture and
such Act for a statement of such terms.


     The Obligations under the Indenture, the Intercreditor Agreement, the
Notes and the Guarantees thereof are secured by the Collateral described in the
Collateral Agreements, subject to the provisions of the Indenture and the
Collateral Agreements. Holders are referred to the Collateral Agreements for a
statement of such terms.


     5.     Optional Redemption.



     
     
(a)  Except as set forth in clause (b) of this Section 5, the Company shall
not have the option to redeem the Notes pursuant to this Section 5 prior to
August 15, 2003. The Notes shall be redeemable for cash at the option of the
Company, in whole or in part, at any time on or after August 15, 2003, upon not
less than 30 days nor more than 60 days prior notice mailed by first class mail
to each Holder at its last registered address, at the following redemption
prices (expressed as percentages of the principal amount) if redeemed during
the 12-month period commencing August 15 of the years indicated below, in each
case, together with accrued and unpaid interest (and Liquidated Damages, if
any) thereon, to the date of redemption of the Notes (the “Redemption Date”)
(subject to the right of Holders of record on an Interest Record Date to
receive the corresponding interest due (and the corresponding Liquidated
Damages, if any) on the corresponding Interest Payment Date that is on or prior
to such Redemption Date:



	 	 	 	 	 
	Year	 	Percentage
	
	 	

	2003
	 	 	104.000 	%
	2004
	 	 	102.000 	%
	2005 and thereafter
	 	 	100.000 	%





     
     (b)  Notwithstanding the provisions of clause (a) of this Section 5, at any
time or from time to time prior to August 15, 2003, upon a Public Equity
Offering of the Company’s common stock for cash, up to 35% of the aggregate
principal amount of the Notes issued pursuant to this Indenture (only as
necessary to avoid any duplication, excluding any replacement Notes) may be
redeemed at the Company’s option within 90 days of the closing of any such
Public Equity Offering, on not less than 30 days, but not more than 60 days,
notice to each Holder of the Notes to be redeemed, with cash received by the
Company from the Net Cash Proceeds of such Public Equity Offering, at a
redemption price equal to 112.00% of the principal amount of the Notes (or
portion thereof) to be redeemed, together with accrued and
unpaid interest (and Liquidated Damages, if any) thereon, to the
Redemption Date (subject to the right


6






 


of Holders of record on an Interest
Record Date to receive the corresponding interest due (and the corresponding
Liquidated Damages, if any) on the corresponding Interest Payment Date that is
on or prior to such Redemption Date); provided, however, that immediately
following such redemption not less than 65% of the aggregate principal amount
of the Notes originally issued pursuant to this Indenture on the Issue Date
remain outstanding (only as necessary to avoid any duplication, excluding any
replacement Notes).




     
     (c)  Notice of redemption will be mailed by first class mail at least 30
days but not more than 60 days before the Redemption Date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in integral multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the Redemption Date, interest ceases to accrue on Notes or portions
thereof called for redemption unless the Company defaults in the redemption
payment due on the Redemption Date.


     6.     Mandatory Redemption. The Company shall not be required to make
mandatory redemption payments with respect to the Notes. The Notes shall not
have the benefit of any sinking fund.


     7.     Offers to Purchase.



     
     (a)  Change of Control. In the event that a Change of Control has
occurred, each Holder of Notes will have the right, at such Holder’s option,
pursuant to an offer (subject only to conditions required by applicable law,
if
any) by the Company (the “Change of Control Offer”), to require the Company to
repurchase all or any part of such Holder’s Notes (provided, that the principal
amount of such Notes must be $1,000 or an integral multiple thereof) on a date
(the “Change of Control Purchase Date”) that is no later than 45 Business Days
after the occurrence of such Change of Control, at a cash price equal to the
following purchase prices (expressed as percentages of the principal amount) if
such Change of Control occurs during the 12-month period commencing August 15
of the years indicated below (the “Change of Control Purchase Price”), in each
case, together with accrued and unpaid interest and Liquidated Damages, if any,
thereon to the Change of Control Purchase Date.



	 	 	 	 	 
	Year	 	Percentage
	
	 	

	2002
	 	 	106.000 	%
	2003
	 	 	104.000 	%
	2004
	 	 	102.000 	%
	2005 and thereafter
	 	 	100.000 	%



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The Change of Control Offer shall be made within 25 Business Days
following a Change of Control and shall remain open for at least 20 Business
Days following its commencement (the “Change of Control Offer Period”). Upon
expiration of the Change of Control Offer Period, the Company promptly shall
purchase all Notes properly tendered in response to the Change of Control
Offer.




     
     On or before the Change of Control Purchase Date, the Company shall: (i)
accept for payment Notes or portions thereof properly tendered pursuant to the
Change of Control Offer; (ii) deposit with the Paying Agent cash sufficient to
pay the Change of Control Purchase Price (together with accrued and unpaid
interest and Liquidated Damages, if any) of all Notes so tendered; and (iii)
deliver to the Trustee the Notes so accepted together with an Officers’
Certificate listing the Notes or portions thereof being purchased by the
Company. The Paying Agent promptly will pay the Holders of Notes so accepted
an amount equal to the Change of Control Purchase Price (together with accrued
and unpaid interest and Liquidated Damages, if any) and the Trustee promptly
will authenticate and deliver to such Holders a new Note equal in principal
amount to any unpurchased portion of the Note surrendered. Any Notes not so
purchased will be delivered promptly by the Company to the Holder thereof. The
Company publicly will announce the results of the Change of Control Offer on or
as soon as practicable after the Change of Control Purchase Date.




     
     If the Change of Control Purchase Date is on or after an Interest Record
Date and on or before the associated Interest Payment Date, any accrued and
unpaid interest (and Liquidated Damages, if any) due on such Interest Payment
Date will be paid to the Person in whose name a Note is registered at the close
of business on such Interest Record Date.




     
     The Company shall not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth in this Indenture applicable to a Change of Control made by the Company
and purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.




     
     (b)  Asset Sale. Subject to certain exceptions set forth in the Indenture,
the Company and the Guarantors shall not, and shall not permit any of the
Company’s Subsidiaries to, in one or a series of related transactions, convey,
sell, transfer, assign or otherwise dispose of, directly or indirectly, any of
their property, business or assets, including by merger or consolidation (in
the case of a Guarantor or a Subsidiary or Unrestricted Subsidiary of the
Company), and including any sale or other transfer or issuance of any Equity
Interests of any of the Company’s Subsidiaries or Unrestricted Subsidiaries,
whether by the Company or one of its Subsidiaries or Unrestricted Subsidiaries
or through the issuance, sale or transfer of Equity Interests by one of the
Company’s Subsidiaries or Unrestricted Subsidiaries and including any
sale-leaseback transaction (any of the foregoing, an “Asset Sale”), unless,
with respect to any Asset Sale or related series of Asset Sales involving
securities, property or assets with an aggregate fair market value in excess of
$5,000,000 (an Asset Sale (including a series of related Asset Sales) of less
than $5,000,000 shall not be subject to this clause (b)), (a) at least 75% of
the total consideration for such Asset Sale or series of related Asset Sales
consists of cash or


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Cash Equivalents, and (b) the Company’s Board of Directors
determines in good faith that the
Company will be receiving or such Subsidiary will be receiving, as
applicable, fair market value for such Asset Sale. Solely for purposes of the
preceding sentence, “cash and Cash Equivalents” shall also include, (i)
Purchase Money Indebtedness secured solely by the assets sold and assumed by a
transferee; provided, that the Company and its Subsidiaries are fully released
from obligations in connection therewith, (ii) assets for use in a Related
Business or Equity Interests of a Person that becomes a Guarantor which is
primarily engaged in a Related Business, (iii) Indebtedness incurred under the
Credit Agreement that is assumed by a transferee; provided that the Company and
its Subsidiaries are fully released from obligations in connection with the
amounts assumed and the assumed Indebtedness permanently reduced the
Indebtedness under the Credit Agreement (and in the case of a revolver or
similar arrangement that makes credit available, such commitment is permanently
reduced by such amount), (iv) property that within 30 days of such Asset Sale
is converted into cash or Cash Equivalents; provided, that such cash and Cash
Equivalents shall be treated as Net Cash Proceeds attributable to the original
Asset Sale for which such property was received and (v) TMS Indebtedness;
provided that the Company and its Subsidiaries are fully released from
obligations in connection with the amounts assumed.




     
     Within 360 days following such Asset Sale, Net Cash Proceeds therefrom
(the “Asset Sale Amount”) shall be: (a) used (i) to retire Purchase Money
Indebtedness secured by the asset which was the subject of the Asset Sale; or
(ii) to retire and permanently reduce Indebtedness incurred under the Credit
Agreement; provided, that in the case of a revolver or similar arrangement that
makes credit available, such commitment is permanently reduced by such amount;
or (b) used to make (i) capital expenditures or (ii) investments in assets and
property (other than notes, bonds, obligations and securities, except in
connection with the acquisition of a Person in a Related Business that becomes
a Guarantor) which in the good faith reasonable judgment of the Company’s Board
of Directors will immediately constitute or be a part of a Related Business of
the Company or such Guarantor (if it continues to be a Guarantor) immediately
following such transaction; or the Company shall, within such 360-day period,
enter into a legally binding agreement to apply such Net Cash Proceeds as
described in this clause (b) within six months after such agreement is entered
into and apply such Net Cash Proceeds in accordance with the provisions of this
clause (b); provided, that if such agreement terminates the Company shall have
until the later of (i) 90 days after the date of such termination and (ii) 360
days after the date of the Asset Sale resulting in such Net Cash Proceeds to
effect such application.




     
     The accumulated Net Cash Proceeds from Asset Sales and from any Event of
Loss not applied as set forth in the preceding paragraph shall constitute
“Excess Proceeds.” Pending the final application of any Net Cash Proceeds, the
Company may temporarily reduce revolving credit borrowings or otherwise invest
or use for general corporate purposes (other than Restricted Payments that are
not solely Restricted Investments) the Net Cash Proceeds in any manner that is
not prohibited by the Indenture. When the Excess Proceeds equal or exceed
$10,000,000, within 10 Business Days the Company shall offer to repurchase the
Notes, together with any other Indebtedness ranking on a parity with the Notes
and with similar provisions requiring the Company to make an offer to purchase
such Indebtedness with the proceeds from such Asset Sale pursuant to a cash
offer (subject only to conditions required by applicable law,


9






 


if any), pro rata
in proportion to the respective principal amounts of such
Indebtedness (or accreted values in the case of Indebtedness issued with
an original issue discount) and the Notes (the “Asset Sale Offer”) at a
purchase price of 100% of the principal amount (or accreted value in the case
of Indebtedness issued with an original issue discount) (the “Asset Sale Offer
Price”) together with accrued and unpaid interest and Liquidated Damages, if
any, to the date of payment. The Asset Sale Offer shall remain open for at
least 20 Business Days following its commencement (the “Asset Sale Offer
Period”). Upon expiration of the Asset Sale Offer Period, the Company shall
apply an amount equal to the Excess Proceeds (the “Asset Sale Offer Amount”)
plus an amount equal to accrued and unpaid interest and Liquidated Damages, if
any, to the purchase of all Indebtedness properly tendered in accordance with
the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is
insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer
Price (together with accrued and unpaid interest and Liquidated Damages, if
any, to the date of payment). To the extent that the aggregate amount of Notes
and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer
is less than the Asset Sale Offer Amount, the Company may use any remaining Net
Cash Proceeds as otherwise permitted by the Indenture. Following the
consummation of each Asset Sale Offer, the Excess Proceeds amount shall be
reset to zero.




     
     8.     Subordination. The Notes and the Guarantees are subordinated in right
of payment, to the extent and in the manner provided in Section 10.14 and
Article XI of the Indenture, to the prior payment in full in cash of Senior
Indebtedness and Designated Senior Indebtedness. The Company and the
Guarantors agree, and each Holder by accepting a Note consents and agrees, to
the subordination provided in the Indenture and Intercreditor Agreement and
authorizes the Trustee to give it effect.




     
     9.     Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000.
The transfer of Notes may be registered and Notes may be exchanged as provided
in the Indenture. The Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents, and
the Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between an Interest
Record Date and the corresponding Interest Payment Date.




     
     10.     Persons Deemed Owners. The registered Holder of a Note may be treated
as its owner for all purposes.




     
     11.     Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture, the Notes or the Guarantees may be amended or supplemented with the
consent of the Holders of a majority in principal amount of the then
outstanding Notes, and any existing Default or compliance with any provision of
the Indenture, the Notes or the Guarantees may be waived with the consent of
the Holders of a majority in principal amount of the then outstanding Notes.
Notwithstanding the foregoing, other than as provided in Section 9.1 of the
Indenture,


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without the consent of the Holders of not less than two-thirds in
aggregate principal
amount of the Notes at the time outstanding, the Company, the Guarantors
and the Trustee may not amend or supplement the Collateral Agreements, or waive
or modify the rights of the Holders thereunder. Without the consent of any
Holder of a Note, the Indenture, the Notes or the Guarantees may be amended or
supplemented and the Collateral Agreements may be amended, supplemented,
terminated or replaced to cure any ambiguity, defect or inconsistency; to
provide for uncertificated Notes in addition to or in place of certificated
Notes or to alter the provisions of Article II of the Indenture in a manner
that does not adversely affect any Holder; to provide for the assumption of the
Company’s obligations to the Holders of the Notes in the case of a merger or
consolidation pursuant to Article V of the Indenture; to provide for additional
Guarantors as set forth in Section 4.17 of the Indenture or for the release or
assumption of a Guarantee in compliance with the Indenture; to make any change
that would provide any additional rights or benefits to the Holders of the
Notes or that does not adversely affect the rights under the Indenture or under
the Collateral Agreements of any Holder of the Notes; to comply with the
provisions of the Depositary, Euroclear or Clearstream or the Trustee with
respect to the provisions of this Indenture or the Notes relating to transfers
and exchanges of Notes or beneficial interests therein; to comply with
requirements of the SEC in order to effect or maintain the qualification of
this Indenture under the TIA; to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Notes; to
evidence and provide for a new or replacement lender under a Credit Agreement
so long as such amended, supplemented or replacement Collateral Agreements do
not, as a whole, adversely affect the second-priority Lien in favor of the
Trustee or the rights of the Holders under the Collateral Agreements or under
the Indenture; to terminate and release control agreements in respect of
deposit accounts and securities accounts in connection with the closing of any
deposit accounts or securities accounts by the Company; or to add or release
Collateral in compliance with the terms of the Indenture and the Collateral
Agreements.




     
     12.     Defaults and Remedies. The Indenture provides that each of the
following constitutes an Event of Default: (a) the failure of the Company to
pay any installment of interest (or Liquidated Damages, if any) on the Notes as
and when the same becomes due and payable and the continuance of any such
failure for 30 days; (b) the failure of the Company to pay all or any part of
the principal, or premium, if any, on the Notes when and as the same becomes
due and payable at maturity, redemption, by acceleration or otherwise,
including, without limitation, payment of the Change of Control Purchase Price
or the Asset Sale Offer Price, on Notes validly tendered and not properly
withdrawn pursuant to a Change of Control Offer or Asset Sale Offer, as
applicable; (c) the failure of the Company or the failure by any of the
Guarantors to observe or perform any other covenant or agreement contained in
the Notes or the Indenture and, except for Sections 4.13 and 4.16 and Article V
thereof, which failure continues for a period of 30 days after written notice
is given to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Notes outstanding;
(d) a default occurs and is continuing (after giving effect to any waivers,
amendments, applicable grace periods or any extension of any maturity date)
under the Indebtedness of the Company or the Indebtedness of any the Company’s
Subsidiaries with an aggregate amount outstanding in excess of $10,000,000 (i)
resulting from the failure to pay principal of or interest on such
Indebtedness; or (ii) if as a result of such default, the maturity of such
Indebtedness has been



11






 




accelerated prior to its stated maturity; (e) final
nonappealable unsatisfied judgments not covered by insurance aggregating in
excess of $10,000,000, at any
one time rendered against the Company or any of its Subsidiaries and not
stayed, bonded or discharged within 60 days; (f) any Guarantee of a Guarantor
ceases to be in full force and effect or becomes unenforceable or invalid or is
declared null and void (other than in accordance with the terms of the
Guarantee and the Indenture) or any Guarantor denies or disaffirms its
Obligations under its Guarantee or the Collateral Agreements; (g) any failure
to comply with any material agreement or covenant in, or material provision of,
any of the Collateral Agreements, or any breach of a representation under, the
Collateral Agreements; (h) any of the Collateral Agreements ceases to be in
full force and effect (except as contemplated in the Indenture or the
Collateral Agreements) or any of the Collateral Agreements ceases to give the
Trustee (or, in the case of a Mortgage, ceases to give the Trustee or any other
trustee under such Mortgage) any of the Liens, rights, powers or privileges
purported to be created thereby with respect to a material portion of the
Collateral (except as contemplated in the Indenture or the Collateral
Agreements), or any of the Collateral Agreements is declared null and void by
the Company or a court of competent jurisdiction (except as contemplated in the
Indenture or the Collateral Agreements), or the Company or any Guarantor denies
that it has any further liability under any Collateral Agreement to which it is
a party or gives notice of such effect (in each case other than by reason of
the termination of the Indenture or any such Collateral Agreement in accordance
with its terms or the release of any Guarantor in accordance with the
Indenture); (i) a court having jurisdiction in the premises enters a decree or
order for (A) relief in respect of the Company or any Significant Subsidiary in
an involuntary case under any applicable Bankruptcy Law now or hereafter in
effect, (B) appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of the Company or any Significant
Subsidiary or for all or substantially all of the property and assets of the
Company or any Significant Subsidiary or (C) the winding up or liquidation of
the affairs of the Company or any Significant Subsidiary and, in each case,
such decree or order shall remain unstayed and in effect for a period of 60
consecutive days; (j) the Company or any Significant Subsidiary (A) commences a
voluntary case under any applicable Bankruptcy Law now or hereafter in effect,
or consents to the entry of an order for relief in an involuntary case under
any such law, (B) consents to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Company or any Significant Subsidiary or for all or
substantially all of the property and assets of the Company or any Significant
Subsidiary or (C) effects any general assignment for the benefit of creditors;
or (k) failure by the Company or the Guarantors to notify the Trustee within 3
Business Days following its discovery of any Default.




     
     If a Default occurs and is continuing, the Trustee must, within 90 days
after the occurrence of such Default, give to the Holders notice of such
Default, but the Trustee shall be protected in withholding such notice if it in
good faith determines that the withholding of such notice is in the interest of
the Holders, except in the case of a Default in the payment of the principal
of, premium, if any, or interest on any of the Notes when due or in the payment
of any redemption or repurchase obligation.




     13.     Trustee Dealings with Company. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its



12






 




Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.


     14.     No Recourse Against Others. No past, present or future, direct or
indirect, stockholder, employee, officer, director agent or representative of
the Company, the Guarantors or any successor entity, as such, shall have any
liability for any Obligations of the Company or the Guarantors under the Notes,
the Guarantees or the Indenture or for any claim based on, in respect of, or by
reason of, such Obligations or their creation, except in their capacity as an
obligor or Guarantor of the Notes in accordance with the Indenture. Each
Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes.


     15.     Authentication. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.


     16.     Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).


     17.     CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is
made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon, and any such redemption shall not
be affected by any defect in or omission of such numbers.


     18.     Notation of Guarantee. As more fully set forth in the Indenture, by
its execution of its Guarantee, each of the Guarantors acknowledges and agrees
that it receives substantial benefits from the Company and that such party is
providing its Guarantee for good and valuable consideration, including, without
limitation, such substantial benefits and services. Accordingly, subject to
the provisions of Article X of the Indenture, each Guarantor, jointly and
severally, unconditionally guarantees on a senior subordinated basis to each
Holder of a Note authenticated and delivered by the Trustee and its successors
and assigns that: (i) the principal of, interest, premium, if any, and
Liquidated Damages, if any, on the Notes shall be duly and punctually paid in
full when due, whether at maturity, by acceleration, call for redemption, upon
a Change of Control Offer, an Asset Sale Offer or otherwise, and interest on
overdue principal, premium, if any, Liquidated Damages, if any, and (to the
extent permitted by law) interest on any interest, if any, on the Notes and all
other obligations of the Company to the Holders or the Trustee under the Notes,
the Indenture, the Collateral Agreements and the Note Registration Rights
Agreement (including fees, expenses or other) shall be promptly paid in full or
performed, all in accordance with the terms of the Indenture; and (ii) in case
of any extension of time of payment or renewal of any Notes or any of such
other obligations, the same shall be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal,


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whether at
stated maturity, by acceleration, call for redemption, upon a Change of
Control, an Asset Sale Offer or otherwise, subject, however, in the case of
clauses (i) and (ii) above, to the limitations set forth in Section 10.8 of the
Indenture.


     When a successor assumes all the obligations of its predecessor under the
Notes and the Indenture, the predecessor may be released from those
obligations.


     19.     Governing Law. THE INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL LAWS AND RULES 327(b).


     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:



	 	ORBITAL SCIENCES CORPORATION

21839 Atlantic Blvd.

Dulles, VA 20166

Attention: Chief Financial Officer



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Assignment Form



To assign this Note, fill in the form below: (I) or (We) assign and transfer
this Note to









(Insert assignee’s soc. sec. or tax I.D. no.)




























(Print or type assignee’s name, address and zip code)





and irrevocably appoint
__________________________________________________________________________________________

to transfer this Note on the books of the Company. The agent may substitute
another to act for it.









Date: ____________




	 	Your Signature:
        __________________________

	 	
(Sign exactly as your name appears on the face of this Note)



Signature Guarantee*











*NOTICE: The Signature must be guaranteed by an Institution which is a member
of one of the following recognized signature Guarantee Programs: (i) The
Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock
Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program
(SEMP); or (iv) such other guarantee program acceptable to the Trustee.


15






 


Option of Holder to Elect Purchase



     If you want to elect to have this Note purchased by the Company pursuant
to Section 4.13 or Section 4.16 of the Indenture, check the box below:


	 	 	 	 	 
	[  ]	 	
Section 4.13
	 	Section 4.16




     If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.13 or Section 4.16 of the Indenture, state the
amount you elect to have purchased (in denominations of $1,000 only, except if
you have elected to have all of your Notes purchased): $______


Date:





	 	Your Signature:
        __________________________

	 	
(Sign exactly as your name appears on the face of this Note)




	 	Social Security or Tax Identification No.:____________________________
        






Signature Guarantee*











*NOTICE: The Signature must be guaranteed by an Institution which is a member
of one of the following recognized signature Guarantee Programs: (i) The
Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock
Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program
(SEMP); or (iv) such other guarantee program acceptable to the Trustee.


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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE



     The following exchanges of an interest in this Global Note for an interest
in another Global Notes or for a Definitive Note, or exchanges of an interest
in another Global Note or a Definitive Note for an interest in this Global
Note, have been made:



	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Principal Amount of
	 	 	 	 	 	Amount of	 	 	 	 	 	Amount of	 	 	 	 	 	this Global Note	 	 	 	 	 	Signature of
	 	 	 	 	 	Decrease in	 	 	 	 	 	Increase in	 	 	 	 	 	Following Such	 	 	 	 	 	Authorized Officer
	 	 	 	 	 	Principal Amount of	 	 	 	 	 	Principal Amount of	 	 	 	 	 	Decrease or	 	 	 	 	 	of Trustee or Note
	Date of Exchange	 	 	 	 	this Global Note	 	 	 	 	 	this Global Note	 	 	 	 	 	Increase	 	 	 	 	 	Custodian
	
	 	 	 	 	
	 	 	 	 	 	
	 	 	 	 	 	
	 	 	 	 	 	






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