Orbital Sciences Corporation
10.50% Senior Note
Due June 14, 2001
No. R-1 June 14, 1995
$20,000,000
ORBITAL SCIENCES CORPORATION, a Delaware corporation (the
"Company"), for value received, hereby promises to pay to
The Northwestern Mutual Life Insurance Company
or registered assigns
the principal amount of
Twenty Million Dollars ($20,000,000)
and to pay interest (computed on the basis of a 360-day year of twelve 30-
day months) on the principal amount from time to time remaining unpaid
hereon at the rate of 10.50% per annum from the date hereof until
maturity, payable semiannually on the fourteenth of June and December in
each year (commencing on December 14, 1995) and at maturity. The Company
agrees to pay interest on overdue principal (including any overdue
required or optional prepayment of principal) and premium, if any, and
(to the extent legally enforceable) on any overdue installment of
interest, at the rate Overdue Rate after the due date, whether by
acceleration or otherwise, until paid. "Overdue Rate" shall mean the
lesser of (a) the maximum interest rate permitted by law and (b) the
greater of (1) 12.50% per annum and (2) the rate which Morgan Guaranty
Trust Company of New York, New York City, New York, announces from time
to time as its prime lending rate as in effect from time to time, plus
2%.
Both the principal hereof and interest hereon are payable at the
principal office of the Company in Dulles, Virginia in coin or currency
of the United States of America which at the time of payment shall be
legal tender for the payment of public and private debts. If any amount
of principal, premium, if any, or interest on or in respect of this Note
becomes due and payable on any date which is not a Business Day, such
amount shall be payable on the immediately preceding Business Day.
"Business Day" means any day other than a Saturday, Sunday or other day
on which banks in Dulles, Virginia or New York, New York are required by
law to close or are customarily closed.
This Note is one of the 10.50% Senior Notes due June 14, 2001 (the
"Notes") of the Company in the aggregate principal amount of $20,000,000
issued or to be issued under and pursuant to the terms and provisions of
the Note Agreement dated as of June 1, 1995 (the "Note Agreement"),
entered into by the Company with the original Purchaser therein referred
to and this Note and the holder hereof are entitled equally and ratably
with the holders of all other Notes outstanding under the Note Agreement
to all the benefits provided for thereby or referred to therein.
Reference is hereby made to the Note Agreement for a statement of such
rights and benefits.
This Note and the other Notes outstanding under the Note Agreement
may be declared due prior to their expressed maturity date and certain
prepayments are required to be made thereon, all in the events, on the
terms and in the manner and amounts as provided in the Note Agreement.
The Notes are not subject to prepayment or redemption at the option
of the Company prior to their expressed maturity dates except on the
terms and conditions and in the amounts and with the premium, if any, set
forth in the Note Agreement.
This Note is registered on the books of the Company and is
transferable only by surrender thereof at the principal office of the
Company duly endorsed or accompanied by a written instrument of transfer
duly executed by the registered holder of this Note or its attorney duly
authorized in writing. Payment of or on account of principal, premium,
if any, and interest on this Note shall be made only to or upon the order
in writing of the registered holder.
This Note and said Note Agreement are governed by and construed in
accordance with the laws of Illinois, including all matters of
construction, validity and performance.
Orbital Sciences Corporation
By /s/ Carlton B. Crenshaw
Its Sr. Vice President/Finance
and Administration and Treasurer