exv4w2



 


Exhibit 4.2


EXHIBIT A



[FORM OF NOTE]



ORBITAL SCIENCES CORPORATION



9% [SERIES A] [SERIES B]1 SENIOR NOTE



Due 2011




	 	 	 
	 	 	
CUSIP: ______________
	No	 	
$_____________________





     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 __________ Dollars, on July 15,
2011.


     Interest Payment Dates: January 15 and July 15, commencing July 15, 2004.


     Interest Record Dates: January 1 and July 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.






	1
	 	Series A should be replaced with Series B in the Exchange Notes.




A-1







 


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



	 	 	 
	ORBITAL SCIENCES CORPORATION,

a Delaware corporation
	 	 	 
	By:
	 	 	


	 	 	
Name:
	 	 	
Title:
	 	 	 
	By:
	 	 	


	 	 	
Name:
	 	 	
Title:





TRUSTEE’S CERTIFICATE OF AUTHENTICATION


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



	 	 	 
	U.S. BANK NATIONAL ASSOCIATION
	 	 	 
	By:
	 	 	


	 	 	
Authorized Signatory





Dated: July    , 2003


 







 


(Reverse of Note)


9% [Series A] [Series B]2 Senior Note due 2011


[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.]3


[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.]4


[THIS SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY
MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED
STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN






	2
	 	Series A should be replaced with Series B in the Exchange Notes.

	 
	3
	 	To be included only on Global Notes deposited with DTC as Depositary.

	 
	4
	 	To be included only on Global Notes deposited with DTC as Depositary.




A-2







 


RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED
STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) TO AN
INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER,
FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM
OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT
OF AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000, AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (d) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (e) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS
TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE
SECURITY EVIDENCED HEREBY.]5


          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 9%
per annum from the Issue Date until maturity and shall pay the Liquidated
Damages, if any, payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Company will pay interest and Liquidated
Damages, if any, semi-annually in arrears on January 15 and July 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”). The first Interest Payment Date shall
be January 15, 2004. 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






	5
	 	To be included only on Transfer Restricted Notes.




A-3







 


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 January 1 or July 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 National Association,
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.


     4. Indenture. The Company issued the Notes under an Indenture, dated as
of July 10, 2003 (“Indenture”), by and among the Company 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.


     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
July 15, 2007. The Notes shall be redeemable for cash at the option of the
Company, in whole or in part, at any time on or after July 15, 2007, 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 July 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
	
	 	

	2007
	 	 	104.500	%
	2008
	 	 	102.250	%
	2009 and thereafter
	 	 	100.000	%






A-4







 


          (b) Notwithstanding the provisions of clause (a) of this Section 5, at any
time or from time to time prior to July 15, 2006, 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 109.000% 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 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) at a cash
price equal to 101% of the principal amount (the “Change of Control Purchase
Price”), together with accrued and unpaid interest and Liquidated Damages, if
any, thereon to the Change of Control Purchase Date.


          The Change of Control Offer shall be made within 30 Business Days
following a Change of Control and shall remain open for at least 20 Business
Days and not more than 30 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’


A-5







 


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 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
Subsidiary of the Company), and including any sale or other transfer or
issuance (but not an issuance in the case of an Unrestricted Subsidiary) of any
Equity Interests of any of the Company’s Subsidiaries or Unrestricted
Subsidiaries, whether by the Company or one of its 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% (or
50%, in the case of the sale of the Transportation Management System business
of the Company) of the total consideration for such Asset Sale or series of
related Asset Sales consists of cash or 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 include (i) any of the Company’s or the Company’s
Subsidiaries liabilities (as shown on the Company’s or the Company’s
Subsidiaries’ most recent balance sheet) other than (x) Indebtedness under the
Company’s Credit Agreement, (y) contingent liabilities and (z) liabilities that
are by their terms subordinated to the Notes or any Guarantee assumed by the
purchaser; provided, that, in each case, 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 Subsidiary
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); provided further, that if Indebtedness under the
Credit Agreement in the form of letters of credit are assumed by the purchaser
in connection with the sale of the Transportation Management Systems business
of the Company, and the Company and the Company’s


A-6







 



Subsidiaries are fully released from obligations in connection with such
letters of credit, then the Credit Agreement need not be permanently reduced by
the amount of such assumed letters of credit, and, (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.


          Within 365 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 Subsidiary that, if required under the Indenture, 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, or useful in a Related Business of the
Company or such Subsidiary (if it continues to be a Subsidiary) immediately
following such transaction; or the Company shall, within such 365-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) 365
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
$15,000,000, within 20 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, 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.


A-7







 


          8. 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.


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


          10. 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.
Without the consent of any Holder of a Note, the Indenture, the Notes, or the
Guarantees may be amended or supplemented 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 4.15 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 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; or to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee with respect to the Notes.


          11. 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 4.12 and 4.14 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


A-8







 



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 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; (g) 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; or (h) 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.


          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.


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


     13. 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.


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


     15. 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).


A-9







 



     16. Additional Rights of Holders of Transfer Restricted Notes.6 In
addition to the rights provided to Holders of Notes under the Indenture,
Holders of Transfer Restricted Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of the date of the Indenture, by and
among the Company, the Guarantors and the Initial Purchasers (the “Registration
Rights Agreement”).


     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. 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 [and/or the Registration Rights Agreement].7
Requests may be made to:



	 
	ORBITAL SCIENCES CORPORATION
	21839 Atlantic Blvd
	Dulles, VA 20166
	Attention: Chief Financial Officer









	6
	 	To be included only on Transfer Restricted Notes.

	 
	7
	 	To be included only on Transfer Restricted Notes.




A-10







 


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.


A-11







 


Option of Holder to Elect Purchase



     If you want to elect to have this Note purchased by the Company pursuant
to Section 4.12 or Section 4.14 of the Indenture, check the box below:



	 	 	 
	[ ] Section 4.12	 	
[ ] Section 4.14





     If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.12 or Section 4.14 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 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.


A-12







 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE8



     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
	
	 	


	 	

	 	

	 	

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 









	8
	 	This should be included only if the Note is issued in global form.






A-13