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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x No o

The aggregate market value of the voting common equity held by non-affiliates of the registrant based on the closing sales price of the registrant’s Common Stock as reported on The New York Stock Exchange on March 5, 2003 was approximately $262,885,715. The registrant has no non-voting common equity.

As of March 5, 2003, 45,707,136 shares of the registrant’s Common Stock were outstanding.

Portions of the registrant’s definitive proxy statement to be filed on or about March 21, 2003 are incorporated by reference in Part III of this report.

Pegasus is a registered trademark and service mark of Orbital Sciences Corporation; Taurus is a registered trademark of Orbital Sciences Corporation; Orbital is a trademark of Orbital Sciences Corporation; and OrbView and ORBIMAGE are registered service marks of Orbital Imaging Corporation.

We design, develop, manufacture and operate small space systems for U.S. government agencies and for global commercial and scientific customers. We define small space systems to include the following major product lines:


	•	Suborbital rockets that are used as target and boost vehicles for missile defense systems;

	•	Small-class launch vehicles that place satellites weighing up to 3,000 lbs. into low-Earth orbit;

	•	Geosynchronous Earth orbit, or GEO, communications satellites weighing up to 5,000 lbs.; and

	•	Low-Earth orbit, or LEO, satellites weighing up to 5,000 lbs. which are used for communications, remote sensing, scientific and military missions.

Orbital was incorporated in Delaware in 1987 to consolidate the assets, liabilities and operations of two entities established in 1982 and 1983, Space Systems Corporation and Orbital Research Partners, L.P., respectively.

Since inception, it has been our general strategy to develop and expand a core integrated business of space systems technologies and products focused on the design and manufacturing of lightweight rockets, small satellites and other space systems intended to capitalize on increasing commercial and governmental uses of space. In 2002, we successfully performed 12 space missions, made substantial progress in continuing to implement operational efficiencies and successfully completed critical financing efforts. As a result of our expertise in designing, developing, manufacturing and operating a broad range of small space systems, we believe we are well positioned to capitalize on the growing demand for small space systems in missile defense, military and intelligence operations, and commercial communications programs, and to take advantage of continuing government-sponsored initiatives for space-based scientific research and planetary exploration.

Our products and services are grouped into three reportable segments that are described more fully below: launch vehicles and advanced programs, satellites and related space systems and electronic systems. Our business is not seasonal. Customers that accounted for 10% or more of our consolidated revenues in 2002 were The Boeing Company, the U.S. Department of Defense (“DoD”) and PanAmSat Corporation.

Launch Vehicles and Advanced Programs. We developed and produce the Pegasus, Taurus and Minotaur space launch vehicles that place small satellites into low-Earth orbit. Our Pegasus launch vehicle is launched from our L-1011 carrier aircraft to deploy relatively lightweight satellites into low-Earth orbit. The Taurus launch vehicle is a ground-launched derivative of the Pegasus vehicle that can carry heavier payloads to orbit. The ground-launched Minotaur launch vehicle combines Minuteman II rocket motors with our Pegasus technology to launch payloads into low-Earth orbit. Since 1990, the Pegasus, Taurus and Minotaur rockets have performed a total of 40 launches,

We also design and produce suborbital launch vehicles that place payloads into a variety of high-altitude trajectories, but unlike space launch vehicles, do not place payloads into orbit around the Earth. Our suborbital launch products include suborbital vehicles and their principal subsystems, as well as payloads carried by such vehicles. Various branches of the U.S. military and the U.S. Missile Defense Agency (“MDA”) typically use our suborbital launch vehicles as targets for defense-related applications such as ballistic missile interceptor and related experiments. In March 2002, we received a contract from Boeing to develop and build a ground-launched interceptor boost vehicle for the Missile Defense Agency’s Ground-based Midcourse Defense System program pursuant to which our boost vehicle, a modified version of our Pegasus rocket, would be used as a major operational element in the U.S. national missile defense system were such a system to be deployed. Since 1982, we have performed 118 suborbital missions, including nine successful missions in 2002 and one successful mission so far in 2003.

Our launch technology has also been the basis for several other advanced space and suborbital programs, including supporting efforts to develop technologies that could be applied to reusable launch vehicles, space maneuvering vehicles, hypersonic aircraft and missiles and missile defense systems. For example, since the late 1990s, we have been developing the Hyper-X hypersonic research launcher for the National Aeronautics and Space Administration (“NASA”) and designing advanced space launchers for NASA and the U.S. Air Force. In January 2003, we were selected by the U.S. Air Force to combine surplus government Peacekeeper ballistic missile equipment with Pegasus and Taurus launch vehicle technology to conduct space and suborbital launch missions over the next 10 years. In a follow-on to an existing contract, the U.S. Air Force also selected us to continue to provide similar services using surplus Minuteman rocket motors.

Customers that accounted for 10% or more of our launch vehicles and advanced programs segment revenues in 2002 were Boeing, DoD and NASA.

Satellites and Related Space Systems. We design and manufacture spacecraft, including LEO and GEO satellites and planetary (or “deep space”) spacecraft for communications, remote sensing, scientific and military missions. Since 1982, we have built and delivered 86 satellites for various commercial and governmental customers for a wide range of communications, broadcasting, remote imaging, scientific and military missions. In 2002, our next-generation small GEO satellite platform was launched and successfully completed on-orbit checkout.

We design and manufacture various other space systems, including satellite command and data handling, attitude control and structural subsystems for a variety of government and commercial customers. In addition, we provide a broad range of spacecraft design and engineering services, including specialized space-related analytical, engineering and production services for U.S. government agencies, such as NASA, the Jet Propulsion Laboratory, the DoD, the Naval Research Laboratory and the U.S. Department of Energy. Since 1982, we have supplied such systems and services on 24 space missions, including the Hubble Space Telescope servicing mission performed by NASA in March 2002.

Customers that accounted for 10% or more of our satellites and related space systems segment revenues in 2002 were PanAmSat and the Broadcasting Satellite System Corporation, a Japanese company.

Electronic Systems. Our transportation management systems division develops and produces fleet management systems that are used primarily by metropolitan mass transit operators in the United States. We combine global positioning satellite vehicle tracking technology with terrestrial wireless communications to help transit agencies manage public bus and light rail systems. Major customers for our transportation management systems include the metropolitan mass transit authorities in Chicago, Houston, Denver, Philadelphia, Phoenix, Baltimore, Washington, DC, Atlanta, Los Angeles, Santa Clara, Oakland, San Mateo (California) and Las Vegas, a number of smaller state and municipal transit systems, and private vehicle fleet operators.

We believe that competition for sales of our products and services is based on performance, other technical features, reliability, price, scheduling and customization, and we believe that we compete favorably on the basis of these factors.

There is currently no primary domestic competition for the Pegasus and Taurus launch vehicles. Competition for Pegasus and Taurus could come from various Russian and other international launch vehicles. Our primary competitors in the suborbital launch vehicle product line are Lockheed Martin, L-3 Communications and Space Vector Corporation. Our primary competition for the missile defense interceptor boost vehicle that we are building under our contract with Boeing comes from Lockheed Martin.

Our GEO communications satellite products primarily compete with products produced by Boeing, Lockheed Martin, Alenia Aerospazio and Alcatel. Competition for our LEO satellites and interplanetary spacecraft primarily comes from Ball Aerospace and Technology Corporation, Spectrum Astro, Inc., Northrop Grumman, and EADS/ Astrium. The primary competition in our satellite systems technical services line of business is Swales Aerospace. Our primary competitor in electronic systems is Siemens Corporation.

Many of our competitors are larger and have substantially greater resources than we do. Furthermore, it is possible that other domestic or foreign companies or governments, some with greater experience in the space industry and many with greater financial resources than we possess, will seek to provide products or services that compete with our products or services. Any such foreign competitor could benefit from subsidies from or other protective measures by its home country.

We invest in product-related research and development to conceive and develop new products and to enhance existing products. Our research and development expenses totaled approximately $4.7 million, $7.7 million and $10.1 million for the years ended December 31, 2002, 2001 and 2000, respectively.

We rely, in part, on patents, trade secrets and know-how to develop and maintain our competitive position and technological advantage, particularly with respect to our launch vehicle and satellite products. We hold and have applications pending for various U.S. and foreign patents relating to the

Pegasus vehicle, our satellites and other systems and products. The majority of our U.S. patents relating to the Pegasus vehicle expire between 2007 and 2016, and most of our U.S. patents relating to our satellites expire beginning in 2013. Our significant trademarks include our Pegasus and Taurus launch vehicle names. The U.S. registrations for the Pegasus and Taurus names expire in 2010 and 2003, respectively, and are subject to renewal.

We purchase a significant percentage of our product components, structural assemblies and certain key satellite components and instruments from third parties. We also occasionally obtain from the U.S. government parts and equipment that are used in the production of our products or in the provision of our services. Generally, we have not experienced material difficulty in obtaining product components or necessary parts and equipment and we believe that alternatives to our existing sources of supply are available, although increased costs and possible delays could be incurred in securing alternative sources of supply. We have a sole source supplier for motors used on all our launch vehicles. While alternative sources would be available, the inability of such supplier to provide us with motors could result in significant delays, expenses and loss of revenues. Our ability to launch our Pegasus vehicle depends on the availability of an aircraft with the capability of carrying and launching such space launch vehicle. We own a modified Lockheed L-1011 carrier aircraft that is used for the Pegasus vehicle. In the event that our L-1011 carrier aircraft were to be unavailable, we would experience significant delays, expenses and loss of revenues as a result of having to acquire and modify a new carrier aircraft.

During 2002, 2001 and 2000, approximately 58%, 55% and 45%, respectively, of our total annual revenues were derived from contracts with the U.S. government and its agencies or from subcontracts with the U.S. government’s prime contractors. Most of our U.S. government contracts are funded incrementally on a year-to-year basis.

Our major contracts with the U.S. government primarily fall into two categories: cost-reimbursable contracts and fixed-price contracts. Approximately 49% and 51% of revenues from U. S. government contracts in 2002 were derived from cost-reimbursable contracts and fixed-price contracts, respectively. Under a cost-reimbursable contract, we recover our actual allowable costs incurred and receive a fee consisting of a base amount that is fixed at the inception of the contract and/or an award amount that is based on the U.S. government’s evaluation of our performance in terms of the criteria stated in the contract. Our fixed-price contracts include firm fixed-price and fixed-price incentive fee contracts. Under firm fixed-price contracts, work performed and products shipped are paid for at a fixed price without adjustment for actual costs incurred in connection with the contract. Therefore, we bear the risk of loss due to increased cost, although some of this risk may be passed on to subcontractors. Under fixed-price government contracts, we may receive progress payments, generally in an amount equal to between 80% and 95% of monthly costs and profits, or we may receive milestone payments upon the occurrence of certain program achievements, with final payments occurring at project completion. Fixed-price incentive fee contracts provide for sharing by us and the customer of unexpected costs incurred or savings realized within specified limits, and may provide for adjustments in price depending on actual contract performance other than costs. Costs in excess of the negotiated maximum (ceiling) price and the risk of loss by reason of such excess costs are borne by us, although some of this risk may be passed on to subcontractors.

All our U.S. government contracts and, in general, our subcontracts with the U.S. government’s prime contractors provide that such contracts may be terminated for convenience by the U.S. government or the prime contractor, respectively. Furthermore, any of these contracts may become subject to a government-issued stop work order under which we would be required to suspend production. In the event of a termination for convenience, contractors should be entitled to receive the purchase price for delivered items, reimbursement for allowable costs for work in process and an allowance for reasonable profit thereon or adjustment for loss if completion of performance would have resulted in a loss. For a fuller description of risks relating to the U.S. government contract industry, see “Risks Related to Our Business and Our Industry — We derive a significant portion of our revenues from U.S. government contracts, which are dependent on continued political support and funding and are subject to termination by the U.S. government at any time for any reason. In addition, payments under U.S. government contracts are subject to potential adjustment upon audit.”

Our firm backlog was approximately $820 million at December 31, 2002 and approximately $580 million at December 31, 2001. Approximately $450 million of the 2002 year-end firm backlog is expected to be recognized as revenue during 2003. Firm backlog consists of aggregate contract values for firm product orders, excluding the portion previously included in revenues, and including government contract orders not yet funded and our estimate of potential award fees. Total backlog was approximately $2.46 billion at December 31, 2002. Total backlog includes firm backlog in addition to unexercised options, indefinite-quantity contracts and undefinitized orders and contract award selections. Backlog at December 31, 2002 does not give effect to new orders received or any terminations or cancellations since that date.

A significant portion of our total firm contract backlog was attributable to contracts with the U.S. government and its agencies or from subcontracts with prime contractors of the U.S. government. Most of our government contracts are funded incrementally on a year-to-year basis. Changes in government policies, priorities or funding levels through agency or program budget reductions by the U.S. Congress or executive agencies could materially adversely affect our financial condition and results of operations. Furthermore, contracts with the U.S. government may be terminated or suspended by the U.S. government at any time, with or without cause. Such contract suspensions or terminations could result in unreimbursable expenses or charges or otherwise adversely affect our business.

As of March 1, 2003, Orbital had approximately 2,000 permanent employees. None of our employees is subject to collective bargaining agreements. We believe our employee relations are good.

In 2001, we sold our sensor systems division and our respective interests in Magellan Corporation, Navigation Solutions LLC and MacDonald, Dettwiler and Associates Ltd. (“MacDonald, Dettwiler”). In 2000, we sold our Fairchild Defense electronics business unit. The gains and losses on the sales of these businesses, as well as the results of their operations, have been presented in our consolidated financial statements as “discontinued operations.”

In 1992, we formed Orbital Imaging Corporation (“ORBIMAGE”) to provide satellite-based remote sensing services. Under a fixed price procurement agreement with ORBIMAGE, we are continuing to construct the OrbView-3 satellite and the related launch vehicle and ground segment. The OrbView-3 satellite is scheduled to be launched in the second quarter of 2003.

On April 5, 2002, ORBIMAGE filed a voluntary petition of reorganization under Chapter 11 of the U.S. Federal Bankruptcy Code in the Eastern District of Virginia. ORBIMAGE has indicated that it expects to file a plan of reorganization in May 2003. We believe that our ownership interest in ORBIMAGE, currently consisting of 99% of the common stock and 50.6% of the total equity, will be cancelled upon ORBIMAGE’s reorganization or liquidation.

As described in Item 3 below, outstanding litigation between ORBIMAGE, its Official Committee of Unsecured Creditors, and Orbital and two of its officers/directors has been conditionally settled.

Financial information about our products and services, domestic and foreign operations and export sales is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the notes to our consolidated financial statements, and is incorporated herein by reference.

The Private Securities Litigation Reform Act of 1995 provides a safe harbor, in certain circumstances, for certain forward-looking statements made by us or on our behalf. All statements other than those of historical facts included in this Form 10-K, including those related to our financial outlook, liquidity, goals, business strategy, projected plans and objectives of management for future operating results, are forward-looking statements. These “forward-looking statements” involve unknown risks and uncertainties that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements are and will be based on

The following are some of the factors that could cause actual results to differ materially from information contained in our forward-looking statements:


	•	our ability to satisfy future capital and operating requirements;

	•	whether the U.S. government terminates or suspends our contracts;

	•	whether we are able to realize our backlog of orders, including backlog we consider firm backlog;

	•	whether there is continued U.S. government support and funding for key space and defense programs;

	•	whether our innovative products experience failures or malfunctions;

	•	our ability to timely fund and implement innovative and novel technologies involving complex systems in a cost-effective manner in the face of rapidly changing technology;

	•	the establishment and expansion of commercial markets and customer acceptance of our products;

	•	the effects that competition may have on our ability to win new contracts;

	•	the potential effect on our business if foreign countries were to increase subsidies to our foreign competitors or impose other protectionist measures; and

	•	the other risks and uncertainties as are described below and as may be detailed from time to time in our public filings with the Securities and Exchange Commission.

Although we believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, there is a risk that these expectations will not be attained and that any deviations will be material. We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained in this Form 10-K to reflect any changes in its expectations or any change in events, conditions or circumstances on which any statement is based.

OUR FINANCIAL CONDITION AND THE RESTRICTIVE COVENANTS CONTAINED IN OUR CREDIT FACILITY AND THE INDENTURE GOVERNING OUR SECOND PRIORITY SECURED NOTES MAY LIMIT OUR ABILITY TO BORROW ADDITIONAL FUNDS REQUIRED TO FUND OUR FUTURE OPERATIONS.

Our accumulated deficit was $444.8 million as of December 31, 2002, largely due to significant losses from continuing operations that we incurred in 2001 and 2000. In addition, our earnings were insufficient to cover our fixed charges for the years ending December 31, 2001 and 2000. Although we expect that our available cash, cash generated from operations, and remaining borrowing capacity under our $35 million credit facility will be sufficient to fund our projected operating and capital expenditure requirements and our debt obligations in the foreseeable future, there can be no

assurance that this will be the case. Additionally, significant unforeseen events, such as termination of major orders, or late delivery or failure of launch vehicle or satellite products, could adversely affect our liquidity and results of operations. We may not be able to borrow additional funds if required. The terms of our revolving credit facility and the indenture governing our $135 million aggregate principal amount of second priority secured notes due 2006 limit our ability to, among other things:


	•	incur additional debt, particularly unsubordinated debt;

	•	pay dividends, redeem or repurchase our stock or make other distributions;

	•	acquire assets or businesses or make investments in other entities;

	•	enter into transactions with affiliates;

	•	merge or consolidate with other entities;

	•	sell or otherwise dispose of assets or use the proceeds from any asset sale or other disposition; and

	•	create liens on our assets.

At December 31, 2002, we had firm backlog of approximately $820 million and total backlog of approximately $2.46 billion. Approximately $450 million of the 2002 year-end firm backlog is expected to be recognized as revenue during 2003. Firm backlog consists of aggregate contract values for product orders, excluding the portion previously included in revenues, and including government contract orders not yet funded and our estimate of potential award fees. Total backlog includes firm backlog in addition to unexercised options, indefinite-quantity contracts and undefinitized orders and contract award selections, which award selections may not result in definitized contracts or orders. Backlog at December 31, 2002 does not give effect to new orders received or any terminations or cancellations since that date. Approximately 70% of our firm contract backlog at December 31, 2002 was derived from contracts with the U.S. government and its agencies or from subcontracts with the U.S. government’s prime contractors. All of our direct and indirect contracts with the U.S. government or its prime contractors may be terminated or suspended at any time, with or without cause, for the convenience of the government. From time to time, certain of our commercial contracts have also given the customer the right to unilaterally terminate the contracts. For these reasons, we cannot assure you that our backlog will ultimately result in revenues.

WE DERIVE A SIGNIFICANT PORTION OF OUR REVENUES FROM U.S. GOVERNMENT CONTRACTS, WHICH ARE DEPENDENT ON CONTINUED POLITICAL SUPPORT AND FUNDING AND ARE SUBJECT TO TERMINATION BY THE U.S. GOVERNMENT AT ANY TIME FOR ANY REASON. IN ADDITION, PAYMENTS UNDER U.S. GOVERNMENT CONTRACTS ARE SUBJECT TO POTENTIAL ADJUSTMENT UPON AUDIT.

For the year ended December 31, 2002, approximately 58% of our total revenues, and at December 31, 2002, approximately 70% of our firm contract backlog, were derived from contracts with the U.S. government and its agencies or were derived from subcontracts with the U.S.

government’s prime contractors. Most of our U.S. government contracts are funded incrementally on a year-to-year basis. Changes in government policies, priorities or funding levels through agency or program budget reductions by the U.S. Congress or executive agencies could materially adversely affect our financial condition and results of operations. Furthermore, our direct and indirect contracts with the U.S. government may be terminated or suspended by the U.S. government or their prime contractors at any time, with or without cause. We experienced a termination for convenience in the past. There can be no assurance that government contracts will not be terminated or suspended in the future, or that contract suspensions or terminations will not result in unreimbursable expenses or charges or other adverse effects on our financial condition.

The accuracy and appropriateness of our direct and indirect costs and expenses under our contracts with the U.S. government are subject to extensive regulation and audit by the Defense Contract Audit Agency (“DCAA”), or by other agencies of the U.S. government. These agencies have the right to challenge our cost estimates or allocations with respect to certain contracts. A substantial portion of payments to us under U.S. government contracts are provisional payments that are subject to potential adjustment and reimbursement upon audit by such agencies, and from time to time we have in the past made and may in the future be required to make adjustments and reimbursements in connection with these audits. Responding to governmental audits, inquiries or investigations may involve significant expense and divert management attention. Also, an adverse finding in any such audit, inquiry or investigation could involve fines, injunctions or other sanctions.

OUR RESTRICTED BORROWING CAPACITY AND FINANCIAL CONDITION MAY IMPAIR OUR ABILITY TO WIN NEW BUSINESS AND/OR TO RETAIN EXISTING BUSINESS AND THEREFORE COULD REDUCE OUR REVENUES AND BACKLOG.

Our electronic systems contracts typically require us to post performance bonds or letters of credit pending completion of work. In addition, international contracts often contain similar requirements. Due to limitations on our borrowing capacity as a result of the restrictive covenants contained in our existing debt and our financial condition generally, we may not be able to issue performance bonds or letters of credit, which may prevent us from winning contracts in the future.

Our contract with Boeing permits Boeing to cancel our contract if Boeing determines that our financial condition warrants such action and requires us to provide Boeing with equipment, intellectual property, facilities and other resources so as to ensure a smooth transition to a different subcontractor. The Boeing contract is a material contract and its termination could harm our liquidity and would likely impair the value of our outstanding securities.

WE MAY NOT RECEIVE FULL PAYMENT FOR OUR SATELLITES IN THE EVENT OF A FAILURE, AND WE COULD INCUR PENALTIES IF OUR SATELLITES ARE NOT DELIVERED ON SCHEDULE.

Some of our satellite contracts provide for performance-based payments to be made to us after the satellite is on-orbit. Additionally, some contracts also require us to refund a percentage of payments made prior to launch if performance-based incentives are not achieved. While we intend to procure insurance to indemnify us for incentive payments that are not made in the event of a launch or on-orbit failure, insurance may not be available on economical terms, if at all. In addition, some of our satellite contracts require us to pay penalties in the event that satellites are not delivered on a timely basis. Our failure to receive our incentive payments, or a requirement that we refund amounts previously received or pay delay penalties, would adversely affect revenue recognition, profitability and our liquidity.

OUR FIXED-PRICE AND COST-REIMBURSABLE CONTRACTS COULD SUBJECT US TO LOSSES AND IMPAIR OUR LIQUIDITY IF WE EXPERIENCE COST OVERRUNS IN THE FUTURE AS WE HAVE IN THE PAST.

We provide our products and services primarily through fixed-price and cost-reimbursable contracts. Cost overruns may result in losses and, if the magnitude of an overrun or overruns is significant, could impair our liquidity position:


	•	Under fixed-price contracts, our customers pay us for work performed and products shipped without adjustment for the costs we incur in the process. Therefore, we generally bear all of the risk of losses as a result of increased costs on these contracts, although some of this risk may be passed on to subcontractors. Some of our fixed-price contracts provide for sharing of unexpected costs incurred or savings realized within specified limits and may provide for adjustments in price depending on actual contract performance other than costs. We bear the entire risk of cost overruns in excess of the negotiated maximum amount of unexpected costs to be shared. We have experienced significant cost overruns on several of our commercial satellite programs. Any similar overruns in the future could materially impair our liquidity and operations.

	•	Under cost-reimbursable contracts, we are reimbursed for allowable incurred costs plus a fee, which may be fixed or variable. There is no guarantee as to the amount of fee we will be awarded under a cost-reimbursable contract with a variable fee. The price on a cost-reimbursable contract is based on allowable cost incurred, but generally is subject to contract funding limitations. U.S. government regulations require that we notify our customer of any cost overruns or underruns on a cost-plus-fee contract. If we incur costs in excess of the funding limitation specified in the contract, we may not be able to recover those cost overruns.

OUR SUCCESS DEPENDS ON OUR ABILITY TO PENETRATE AND RETAIN MARKETS FOR OUR EXISTING PRODUCTS AND TO CONTINUE TO CONCEIVE, DESIGN, MANUFACTURE AND MARKET NEW PRODUCTS ON A COST-EFFECTIVE AND TIMELY BASIS.

We anticipate that we will continue to incur expenses to design and develop new products. There can be no assurance that we will be able to achieve the technological advances necessary to remain competitive and profitable, that new products will be developed and manufactured on schedule or on a cost-effective basis or that our existing products will not become technologically obsolete. Our failure to predict accurately the needs of our customers and prospective customers, and to develop products or product enhancements that address those needs, may result in the loss of current customers or the inability to secure new customers. The development of new or enhanced products is a complex and uncertain process that requires the accurate anticipation of technological and market trends. We may experience design, manufacturing, marketing and other difficulties that could delay or prevent the development, introduction or acceptance of new products and enhancements.

THERE CAN BE NO ASSURANCE THAT OUR PRODUCTS WILL BE SUCCESSFULLY LAUNCHED OR OPERATED OR THAT THEY WILL BE DEVELOPED OR WILL PERFORM AS INTENDED.

Most of the products we develop and manufacture are technologically advanced and sometimes include novel systems that must function under highly demanding operating conditions and are subject to significant technological change and innovation. We have in the past experienced product

failures and other operational problems. We may experience some product and service failures, schedule delays and other problems in connection with our launch vehicles, satellites and other products in the future. In addition to any costs resulting from product warranties or required remedial action, product failures may result in increased costs or loss of revenues due to postponement or cancellation of subsequently scheduled operations or product deliveries. Negative publicity from product failures may also impair our ability to win new contracts.

WE OPERATE IN A REGULATED INDUSTRY, AND OUR INABILITY TO SECURE OR MAINTAIN THE LICENSES OR APPROVALS NECESSARY TO OPERATE OUR BUSINESS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Our ability to pursue our business activities is regulated by various agencies and departments of the U.S. government and, in certain circumstances, the governments of other countries. Commercial space launches require licenses from the DoT, and operation of our L-1011 aircraft requires licenses from certain agencies of the DoT, including the Federal Aviation Administration. There can be no assurance that we will be successful in our future efforts to secure and maintain necessary licenses or regulatory approvals. Exports of our products, services and technical information frequently require licenses from the U.S. Department of State. We have a number of international customers and subcontractors. Our inability to secure or maintain any necessary licenses or approvals or significant delays in obtaining such licenses or approvals could negatively impact our ability to compete successfully in international markets.

THE MAJORITY OF OUR CONTRACTS ARE LONG-TERM CONTRACTS, AND OUR REVENUE RECOGNITION AND PROFITABILITY UNDER SUCH CONTRACTS MAY BE ADVERSELY AFFECTED TO THE EXTENT THAT ACTUAL COSTS EXCEED ESTIMATES OR THAT THERE ARE DELAYS IN COMPLETING SUCH CONTRACTS.

The majority of our contracts are long-term contracts. We generally recognize revenues on long-term contracts using the percentage-of-completion method of accounting, whereby revenue, and therefore profit, is recognized based on actual costs incurred in relation to total estimated costs to complete the contract. Revenue recognition and our profitability, if any, from a particular contract may be adversely affected to the extent that original cost estimates, estimated costs to complete or incentive or award fee estimates are revised, delivery schedules are delayed or progress under a contract is otherwise impeded.

IF OUR SUBCONTRACTORS FAIL TO PERFORM AS EXPECTED, OUR REPUTATION MAY BE DAMAGED, WE MAY EXPERIENCE DELAYS AND LOSE CUSTOMERS AND OUR REVENUES, PROFITABILITY AND CASH FLOW MAY DECLINE.

We purchase a significant percentage of our product components, structural assemblies and some key satellite components and instruments from third parties. We also occasionally obtain from the U.S. government parts and equipment used in the production of our products or the provision of our services. In addition, we have a sole source for the motors we use on our Pegasus and Taurus launch vehicles, and the interceptor boost vehicles that we are developing for the U.S. Missile Defense Agency under our contract with Boeing. If our subcontractors fail to perform as expected or encounter financial difficulties, we may have difficulty replacing them in a timely or cost effective manner. As a result, we may experience performance delays that could damage our customer relationships and cause our revenues, profitability and cash flow to decline. In addition, negative

OUR INTERNATIONAL BUSINESS IS SUBJECT TO RISKS. POLITICAL AND ECONOMIC INSTABILITY IN FOREIGN MARKETS MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATING RESULTS.

For the fiscal years ended December 31, 2002, 2001 and 2000, direct sales to non-U.S. customers comprised approximately 12%, 9% and 15%, respectively, of our consolidated revenue. Further, at December 31, 2002, approximately 19% of our firm backlog was derived from non-U.S. customers. International contracts are subject to numerous risks, including:


	•	political and economic instability in foreign markets;

	•	restrictive trade policies of the U.S. government and foreign governments;

	•	inconsistent product regulation by foreign agencies or governments;

	•	imposition of product tariffs and burdens;

	•	costs of complying with a wide variety of international and U.S. export laws and regulatory requirements, particularly those relating to complying with the U.S. Foreign Corrupt Practices Act; and

	•	foreign currency and standby letter of credit exposure.

WE FACE SIGNIFICANT COMPETITION IN EACH OF OUR LINES OF BUSINESS, AND MANY OF OUR COMPETITORS POSSESS SIGNIFICANTLY MORE RESOURCES THAN WE DO.

Many of our competitors are larger and have substantially greater resources than we do. Furthermore, it is possible that other domestic or foreign companies or governments, some with greater experience in the space industry and many with greater financial resources than we possess, could seek to produce products or services that compete with our products or services, including new launch vehicles using new technology which could render our launch vehicles less competitively viable. Some of our foreign competitors currently benefit from, and others may benefit in the future from, subsidies from or other protective measures by their home countries.

Our inability to retain our executive officers and other key employees in the future could have an adverse effect on our operations.

From time to time we may evaluate potential acquisitions that we believe would enhance our business. Were we to complete any acquisition transaction, the anticipated benefits may not be fully realized if we are unable to successfully integrate the acquired operations, technologies and personnel into our organization.

OUR RESTATED CERTIFICATE OF INCORPORATION, OUR BYLAWS, OUR STOCKHOLDER RIGHTS PLAN AND DELAWARE LAW CONTAIN ANTI-TAKEOVER PROVISIONS THAT MAY ADVERSELY AFFECT THE RIGHTS OF OUR STOCKHOLDERS.

Our board of directors has the authority to issue up to 10 million shares of our preferred stock, $0.01 par value per share, and to determine the price, rights, preferences, and privileges of those shares without any further vote or action by the stockholders. The rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock.

In addition to our ability to issue preferred stock without stockholder approval, our charter documents contain other provisions which could have an anti-takeover effect, including:


	•	our charter provides for a staggered board of directors as a result of which only one of the three classes of directors is elected each year;

	•	any merger, acquisition or other business combination that is not approved by our board of directors must be approved by 66 2/3% of voting stockholders;

	•	stockholders cannot act by written consent;

	•	stockholders holding less than 10% of our outstanding voting stock cannot call a special meeting of stockholders; and

	•	stockholders must give advance notice to nominate directors or submit proposals for consideration at stockholder meetings.

In 1998, we adopted a stockholder rights plan which provides, among other things, that when specified events occur, our stockholders will be entitled to purchase from us a number of shares of common stock equal in value to two times the purchase price, initially equal to $210.00 per share, subject to adjustment upon the occurrence of specified events. Therefore, for example, if our shares of common stock had a current market value of $5.00 and the purchase price was $210.00, a stockholder would be entitled to purchase 84 shares of common stock for $210.00. The stock purchase rights are triggered by the earlier to occur of (1) ten days following the date of a public announcement that a person or group acting in concert has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of our outstanding shares of common stock without the prior consent of our board of directors or (2) ten business days after the commencement of or announcement of an intention to make a tender offer or exchange offer, the consummation of which would result in the acquiring person becoming the beneficial owner of 15% or more of our outstanding shares of common stock. The stock purchase rights would cause substantial dilution to a person or group that attempts to acquire us on terms not approved by our board of directors.

In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which restricts the ability of current stockholders holding more than 15% of our voting shares to acquire us without the approval of 66 2/3% of the other stockholders. These provisions could discourage potential acquisition proposals and could delay or prevent a change in control transaction. They could also have the effect of discouraging others from making tender offers for our

WE MAY NOT HAVE THE ABILITY TO RAISE THE FUNDS NECESSARY TO FINANCE THE REPURCHASE OFFER REQUIRED BY THE INDENTURE GOVERNING OUR SECOND PRIORITY SECURED NOTES, WHICH MAY PREVENT US FROM ENTERING INTO OR CONSUMMATING A CHANGE OF CONTROL TRANSACTION OTHERWISE IN THE BEST INTERESTS OF OUR STOCKHOLDERS.

In the event of a change of control, under the terms of the indenture governing the terms of our $135 million aggregate principal amount of second priority secured notes due 2006 we are required to offer to repurchase the notes at a premium. If a change of control were to occur, there can be no assurance that we would have sufficient financial resources, or would be able to arrange financing, to pay the purchase price for all notes tendered by holders thereof. In addition, our repurchase of the notes as a result of a change of control may be prohibited or limited by, or constitute an event of default under, the terms of the credit facility or the terms of other agreements which we may enter into from time to time. Because our failure to repurchase the notes would constitute an event of default under the indenture, we may not be able to consummate a change of control transaction, even if the transaction may be in the best interests of our stockholders.

We lease approximately one million square feet of office, engineering and manufacturing space in various locations in the United States, as summarized in the table below:

We also own a 125,000 square foot state-of-the-art satellite manufacturing facility that houses our satellite manufacturing, assembly and testing activities in Dulles, Virginia. This facility has been pledged as collateral to our primary lenders.

We believe that our existing facilities are adequate for our requirements for the foreseeable future.

On July 24, 2002, ORBIMAGE filed a complaint in the U.S. Bankruptcy Court for the Eastern District of Virginia against Orbital alleging, among other things, breach of the satellite system procurement agreement between the two parties, conversion of property, breach of fiduciary duty, fraud and misrepresentation, and civil conspiracy in connection with various transactions among Orbital, ORBIMAGE and our former subsidiary, MacDonald, Dettwiler. The complaint also named two officer/directors of Orbital as defendants in connection with certain of the claims. ORBIMAGE sought $30 million in damages allegedly arising out of the restructuring of the RadarSat-2 data

In February 2003, the Bankruptcy Court approved a settlement agreement among ORBIMAGE, Orbital, the Official Committee of Unsecured Creditors of ORBIMAGE, and the two officer/ directors of Orbital named as defendants (the “Settlement Agreement”). The effectiveness of the agreement remains subject to the receipt into escrow of conditional releases from 75% of ORBIMAGE’s bondholders, which Orbital expects to receive in March 2003. The Settlement Agreement provides for mutual releases of all claims, including those claims made by ORBIMAGE in the above-described litigation, to take effect upon launch (whether or not successful) of the OrbView-3 satellite by Orbital and payment by Orbital of $2.5 million to ORBIMAGE. In addition to releases from ORBIMAGE, under the Settlement Agreement and subject to the same conditions described above, Orbital will obtain releases from at least 85% of ORBIMAGE’s Series A Preferred Stockholders and at least 75% of the holders of ORBIMAGE’s senior notes.

As part of the settlement, if OrbView-3 is not launched by April 30, 2003, and subject to various exceptions for force majeure and commercial reasonableness, Orbital will pay ORBIMAGE launch delay penalties of $16,429 per day. If checkout of OrbView-3 has not occurred within 90 days of launch or July 31, 2003, and subject to various exceptions for force majeure, commercial reasonableness, delays caused by ORBIMAGE or impossibility due to on-orbit failure, Orbital will pay ORBIMAGE checkout delay penalties of $16,429 per day. Delay penalties are capped at $16,429 per day and $5 million in the aggregate. Further detail regarding the settlement terms are more fully described in our Current Report on Form 8-K filed with the SEC on January 21, 2003.

In August 2002, we received an invoice from our former subsidiary, MacDonald, Dettwiler seeking payment of $5 million alleged to be due and owing under an agreement among Orbital, ORBIMAGE and MacDonald, Dettwiler. In September 2002, we filed a complaint in the United States District Court for the Eastern District of Virginia against MacDonald, Dettwiler seeking a declaratory judgment that we were not obligated to make any payments to MacDonald, Dettwiler. In January, 2003, MacDonald, Dettwiler withdrew its invoice and we dismissed the court action, in each instant without prejudice.

We are party to certain other litigation or proceedings arising in the ordinary course of business. In the opinion of management, the probability is remote that the outcome of any such litigation or proceedings would have a material adverse effect on our results of operations or financial condition.

There was no matter submitted to a vote of our security holders during the fourth quarter of 2002.

The following table sets forth the name, age and position of each of the executive officers of Orbital as of March 1, 2003. All executive officers are elected annually and serve at the discretion of the Board of Directors.

David W. Thompson is a co-founder of Orbital and has been Chairman of the Board and Chief Executive Officer of Orbital since 1982. From 1982 until October 1999, he also served as our President. Prior to founding Orbital, Mr. Thompson was employed by Hughes Electronics Corporation as special assistant to the President of its Missile Systems Group and by NASA at the Marshall Space Flight Center as a project manager and engineer, and also worked on the Space Shuttle’s autopilot design at the Charles Stark Draper Laboratory. Mr. Thompson is a Fellow of the American Institute of Aeronautics and Astronautics, the American Astronautical Society and the Royal Aeronautical Society and was recently elected to the U.S. National Academy of Engineering.

James R. Thompson (who is not related to David W. Thompson), has been Vice Chairman, President and Chief Operating Officer since April 2002, and has been President and Chief Operating Officer since October 1999. He has been a director of the Company since 1992. He has been Acting General Manager of our Electronic Systems Group since 2001. From 1993 until October 1999, Mr. Thompson served as Executive Vice President and General Manager/ Launch Systems Group. Mr. Thompson was Executive Vice President and Chief Technical Officer of Orbital from 1991 to 1993. He was Deputy Administrator of NASA from 1989 to 1991. From 1986 until 1989, Mr. Thompson was Director of NASA’s Marshall Space Flight Center. Mr. Thompson was Deputy Director for Technical Operations at Princeton University’s Plasma Physics Laboratory from 1983 through 1986. Before that, he had a 20-year career with NASA at the Marshall Space Flight Center. He is a director of SPACEHAB Incorporated.

Garrett E. Pierce has been Vice Chairman and Chief Financial Officer since April 2002, and was Executive Vice President and Chief Financial Officer since August 2000. He has been a director of the Company since August 2000. From 1996 until August 2000, he was Executive Vice President

and Chief Financial Officer of Sensormatic Electronics Corp., a supplier of electronic security systems, where he was also named Chief Administrative Officer in July 1998. From 1994 to 1996, Mr. Pierce was the Executive Vice President and Chief Financial Officer of California Microwave, Inc., a supplier of microwave, radio frequency and satellite systems and products for communications and wireless networks. From 1980 to 1993, Mr. Pierce was with Materials Research Corporation, a provider of thin film equipment and high purity materials to the semiconductor, telecommunications and media storage industries, where he progressed from Chief Financial Officer to President and Chief Executive Officer. Materials Research Corporation was acquired by Sony Corporation as a wholly owned subsidiary in 1989. From 1972 to 1980, Mr. Pierce held various management positions with the Signal companies.

Ronald J. Grabe has been Executive Vice President and General Manager/ Launch Systems Group since 1999. From 1996 to 1999, he was Senior Vice President and Assistant General Manager of the Launch Systems Group, and Senior Vice President of the Launch Systems Group since 1995. From 1994 to 1995, Mr. Grabe served as Vice President for Business Development in the Launch Systems Group. From 1980 to 1993, Mr. Grabe was a NASA astronaut during which time he flew four Space Shuttle missions and was lead astronaut for development of the International Space Station.

John M. Danko has been Executive Vice President and General Manager/ Space Systems Group since January 2003. He served as Senior Vice President and Acting General Manager/ Space Systems Group from January 2002 until January 2003. From 1998 until the end of 2001, he served as Deputy General Manager/ Space Systems Group. He previously was in charge of our Technical Services Division, a position he had held since 1989 at one of our predecessor companies. Mr. Danko held various positions with OAO Corporation from 1975 until 1989, including general manager of the aerospace division when it was formed in 1980.

Antonio L. Elias has been Executive Vice President and General Manager/ Advanced Programs Group since October 2001, and was Senior Vice President and General Manager/ Advanced Programs Group since August 1997. From January 1996 until August 1997, Dr. Elias served as Senior Vice President and Chief Technical Officer of Orbital. From May 1993 through December 1995 he was Senior Vice President for Advanced Projects and was Senior Vice President/ Space Systems Division from 1990 to April 1993. He was Vice President/ Engineering of Orbital from 1989 to 1990 and was Chief Engineer from 1986 to 1989. From 1980 to 1986, Dr. Elias was an Assistant Professor of Aeronautics and Astronautics at Massachusetts Institute of Technology. He was elected to the National Academy of Engineering in 2001.

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol ORB. The range of high and low sales prices of Orbital common stock, as reported on the NYSE, was as follows:

We have never paid any cash dividends on our common stock, nor do we anticipate paying cash dividends on our common stock at any time in the foreseeable future. Moreover, we are prohibited from paying cash dividends under our credit facility.

The transfer agent for our common stock and the warrant agent for our common stock warrants that are listed on the New York Stock Exchange is:


	EquiServe Trust Company, N.A.
	P.O. Box 43010
	Providence, RI 02940
	Telephone: (781) 575-3170
	www.equiserve.com

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

In August 2002, we issued 10,000 shares of our common stock to Keybank National Association pursuant to its exercise of warrants dated January 15, 2000. The warrants were issued pursuant to our then primary credit facility. The company received $100 in proceeds from the warrant exercise. The shares were issued pursuant to Section 4(2) of the Securities Act based upon representations made by the purchaser as to its investment intent and sophistication in purchasing the shares. The shares were not sold by any form of general solicitation.

The selected consolidated financial data of the company for the years ended December 31, 2002, 2001, 2000, 1999 and 1998 have been derived from the company’s audited consolidated financial statements. This information should be read in conjunction with the 2002, 2001 and 2000 consolidated financial statements and the related notes thereto appearing elsewhere in this Annual Report on Form 10-K. Certain reclassifications have been made to the prior period financial statements to conform to the presentation used in the December 31, 2002 consolidated financial statements.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

With the exception of historical information, the matters discussed below under the headings “Consolidated Results of Operations for the Years Ended December 31, 2002, 2001 and 2000,” “Liquidity and Capital Resources” and elsewhere in this Annual Report include forward-looking statements that involve risks and uncertainties, many of which are beyond our control. Readers should be cautioned that a number of important factors, including those identified above in “Item 1 — Special Note Regarding Forward-Looking Statements” and “Risks Related to Our Business and Our Industry” may affect actual results and may cause actual results to differ materially from those anticipated or expected in any forward-looking statement.

We develop and manufacture small space systems for commercial, civil government and military customers. Our primary products are spacecraft and launch vehicles, including low-orbit, geosynchronous and planetary spacecraft for communications, remote sensing, scientific and military missions; ground-and air-launched rockets that deliver satellites into orbit; and suborbital rockets that are used as interceptor boost and target vehicles. We also offer space-related technical services to government agencies and develop and build satellite-based transportation management systems for public transit agencies and private vehicle fleet operators.

The preparation of consolidated financial statements requires management to make judgments based upon estimates and assumptions that are inherently uncertain. Such judgments affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Management continuously evaluates its estimates and assumptions, including those related to long-term contracts and incentives, inventories, long-lived assets, warranty obligations, income taxes, contingencies and litigation, and the carrying values of assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

The following is a summary of the most critical accounting policies used in the preparation of our consolidated financial statements.


	•	Our revenue is derived primarily from long-term contracts. Revenues on cost-reimbursable contracts are recognized to the extent of costs incurred plus a proportionate amount of fee earned. Revenues on long-term fixed-price contracts are generally recognized using the percentage-of-completion method of accounting. Such revenues are recorded based on the percentage that costs incurred to date bear to the most recent estimates of total costs to complete each contract. Estimating future costs and, therefore, revenues and profits, is a process requiring a high degree of management judgment, including management’s assumptions regarding future operations of the company as well as general economic conditions. In the event of a change in total estimated contract cost or profit, the cumulative effect of such change is recorded in the period the change in estimate occurs. Frequently, the period of performance of a contract extends over a long period of time and, as such, revenue recognition and our profitability from a particular contract may be adversely affected to the extent that estimated cost to complete or incentive or award fee estimates are revised, delivery schedules are delayed,


		or progress under a contract is otherwise impeded. Accordingly, our recorded revenues and gross profits from year to year can fluctuate significantly. In the event cost estimates indicate a loss on a contract, the total amount of such loss, excluding general and administrative expense, is recorded in the period in which the loss is first estimated.

Certain contracts include incentive provisions for increased or decreased revenue and profit based on actual performance against established targets. Incentive and award fees are included in estimated contract revenue at the time the amounts can be reasonably determined and are reasonably assured based on historical experience and other objective criteria. Should we fail to perform satisfactorily under such contracts, previously recognized revenues could be reversed and/or future period revenues could be reduced.


	•	Inventory is stated at the lower of cost or estimated market value. Estimated market value is determined based on assumptions about future demand and market conditions. If actual market conditions are less favorable than those previously projected by management, inventory write-downs may be required.

	•	We self-construct some of our ground and airborne support equipment and special test equipment utilized in the manufacture, production and delivery of some of our products. We capitalize direct costs incurred in constructing such equipment and certain allocated indirect costs. Recovery of these capitalized costs is subject to the continuation of certain of our long-term contracts and could be adversely impacted by technological changes and innovation.

	•	We record a liability in connection with various warranty obligations. Our warranty obligations are affected by product failure rates and material usage and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage or service delivery costs differ from our estimates, revisions to the estimated warranty liability would be required, resulting in additional income statement charges.

	•	We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. In the event we were to determine that we would be able to realize our deferred tax assets in the future in excess of our net recorded amount, an adjustment to the deferred tax valuation allowance would increase income in the period such determination is made.

	•	We use the equity method of accounting for affiliates that we have the ability to significantly influence but not control. In accordance with the equity method of accounting, we record our allocated share of the affiliate’s income or losses. We continue to recognize equity losses of an affiliate even if such losses exceed our book value of such affiliate, to the extent we are otherwise committed to provide additional funding to such affiliate.

Consolidated Results of Operations for the Years Ended December 31, 2002, 2001 and 2000

Revenues – Our consolidated revenues were $551.6 million, $415.2 million and $379.5 million in 2002, 2001 and 2000, respectively. Consolidated revenues increased in 2002 primarily as a result of revenue growth in our launch vehicle and satellite segments, discussed more fully in “Segment Results” below. Consolidated revenues increased in 2001 primarily as a result of new launch vehicle contracts and new and existing electronic systems contracts. Consolidated revenues in 2000 included $12.1 million from sales to our unconsolidated affiliates, ORBCOMM Global, L.P.

Gross Profit – Our consolidated gross profit was $91.4 million (16.6% of revenues), $27.8 million (6.7% of revenues) and $35,000 in 2002, 2001 and 2000, respectively. Gross profit is affected by a number of factors, including the mix of contract types and costs incurred thereon in relation to revenues recognized. Such costs include the costs of personnel, materials, subcontracts and overhead. Gross profit in 2002 improved significantly compared to gross profit in 2001 as a result of increased revenues, the absence in 2002 of certain charges recorded in 2001 and a reduction in contract losses in 2002 in our satellite manufacturing business. Gross profit in 2001 was adversely affected by a $20.7 million charge in the fourth quarter of 2001 to write down inventory related to the OrbView-3 satellite and to accrue for the expected remaining costs to complete this contract and by $4.0 million of other contract-related charges. Gross profit in 2001 was also adversely impacted by cost overruns and contract losses related to certain other satellite construction contracts, although these losses were not as large as similar contract losses in 2000. These charges and contract losses in 2001 were partially offset by a $13.0 million favorable revenue and gross profit adjustment as a result of a contract settlement reached with the National Aeronautics and Space Administration (“NASA”) that is discussed below. Gross profit in 2000 was adversely affected by significant cost overruns and contract losses related to a few major satellite contracts, including the company’s procurement contract with ORBIMAGE. Costs related to the termination of an electronic systems contract also contributed to the lower gross profit in 2000.

As discussed more fully in Note 3 to our consolidated financial statements, we had a contract with NASA to construct and test several X-34 reusable rocketplanes. NASA terminated this contract for convenience in March 2001, prior to the issuance of the 2000 financial statements. As a result of the contract termination, in the fourth quarter of 2000 we recorded an asset impairment charge of $15.9 million to write down assets unique to this contract, and we recorded a $3.4 million provision for potentially uncollectible receivables. In August 2001, we received a $10.0 million provisional settlement payment from NASA, and we reversed the $3.4 million provision for uncollectible receivables in the second quarter of 2001. In January 2002, NASA and Orbital settled and closed out the contract for an additional payment of $13.0 million to us. Accordingly, we recorded a favorable revenue and net income adjustment of $13.0 million ($0.34 per common and diluted share) in the fourth quarter of 2001.

Research and Development Expenses – Research and development expenses represent our self-funded product research and development activities and exclude direct customer-funded development activities. Research and development expenses were $4.7 million (0.9% of revenues), $7.7 million (1.9% of revenues) and $10.1 million (2.7% of revenues) in 2002, 2001 and 2000, respectively. Research and development expenses in 2002 decreased compared to 2001 primarily due to completion of development activity on two advanced programs and lower expenditures on certain satellite programs, offset partially by increased development activity on a modified Taurus launch vehicle. Research and development expenses in 2001 and 2000 related primarily to the development of improved launch vehicles and satellites.

Selling, General and Administrative Expenses – Selling, general and administrative expenses were $57.7 million (10.5% of revenues), $61.6 million (14.8% of revenues) and $68.5 million (18.1% of revenues) in 2002, 2001 and 2000, respectively. Selling, general and administrative expenses include the costs of marketing, advertising, promotional and other selling expenses, as well as the costs of

our finance, legal, administrative and general management functions. The decrease in selling, general and administrative expenses from 2001 to 2002 was primarily attributable to certain charges in 2001 that included a $4.9 million provision for unoccupied office space and facility sublease losses and a $4.3 million provision for estimated unrecoverable amounts related to the OrbView-4 satellite construction program, offset partly by the 2001 reversal of a $3.4 million provision for X-34 contract receivables discussed above. The decrease in selling, general and administrative expenses from 2000 to 2001 was primarily attributable to the absence in 2001 of certain charges recorded in 2000 and the reversal in 2001 of the $3.4 million provision for X-34 contract receivables, offset partially by certain charges in 2001 discussed above. In 2000, we recorded a $5.2 million provision for unoccupied office space and facility sublease losses, the $3.4 million provision for X-34 contract receivables previously mentioned, and a $2.7 million provision for ORBIMAGE-related receivables.

Amortization of Goodwill – In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, which was effective for us beginning in 2002, goodwill and other intangible assets with indefinite lives are no longer amortized, but are reviewed at least annually for impairment. Accordingly, the amortization of goodwill was discontinued as of January 1, 2002. Goodwill amortization expense was $6.0 million and $5.7 million for 2001 and 2000, respectively.

Provision for Doubtful ORBCOMM Accounts – As more fully discussed in our consolidated financial statements, we recorded a $53.7 million charge to write down ORBCOMM receivables to their estimated realizable value in 2000.

Asset Impairment Charges – In 2000, we recorded a $15.9 million asset impairment charge related to the termination of the X-34 program as discussed above.

Litigation-Related Settlements – In the third and fourth quarters of 2001, we agreed to settle several disputes that were the subject of arbitration proceedings. The company recorded charges totaling $5.4 million in 2001 for these litigation-related settlements. In 2000, an $11.5 million charge was recorded in connection with the July 2000 settlement of a class-action lawsuit against the company.

Interest Expense – Interest expense, before deducting capitalized interest, was $17.5 million, $21.7 million and $25.8 million for 2002, 2001 and 2000, respectively. No interest was capitalized in 2002 or 2001; however, $1.8 million was capitalized in 2000. Interest expense included $3.1 million and $3.5 million of amortization of debt issuance costs in 2002 and 2001, respectively. Interest expense in 2002 also included $1.4 million of amortization of debt discount related to our $135 million notes issued in August 2002. Excluding amortization of debt issuance costs and debt discount, interest expense decreased $5.2 million in 2002 as compared to 2001 primarily due to one-time fees incurred in 2001 related to our prior credit facilities and due to lower average borrowings in 2002, partially offset by the impact of higher interest rates on our borrowings in 2002 as compared to 2001.

Interest expense in 2001 decreased compared to 2000 as a result of lower borrowings in 2001, partially offset by the one-time fees incurred in 2001 related to our prior credit facilities.

Other Income, Net – Other income, net, was $2.4 million, $5.5 million and $5.1 million for 2002, 2001 and 2000, respectively. Interest earnings on cash equivalents, short-term investments and realized gains and losses on investments included in other income was $1.0 million, $1.4 million, and $3.2 million for 2002, 2001, and 2000, respectively. Interest income decreased in 2002 as compared to 2001, and in 2001 as compared to 2000, as a result of smaller average investments and lower

Allocated Share of Losses of Affiliates – We did not record any income or loss from unconsolidated affiliates in 2002. The allocated share of losses of unconsolidated affiliates in 2001 and 2000 was as follows (in thousands):


(1)	We accounted for our limited partnership interest in ORBCOMM using the equity method of accounting through the second quarter of 2000. As a result of ORBCOMM’s Chapter 11 filing in September 2000, we wrote off our $56.9 million investment in ORBCOMM in 2000 and, accordingly, we ceased recognizing equity losses for ORBCOMM. ORBCOMM’s liquidating plan of reorganization became effective in the fourth quarter of 2001. In connection with confirmation of the reorganization plan, we contributed approximately 1.7 million shares of our common stock to the ORBCOMM estate and recorded a $6.5 million charge for the fair value of such shares.

(2)	As more fully described in Note 5 to the consolidated financial statements, through June 30, 2001 we recognized 100% of ORBIMAGE’s losses, including preferred stock dividends, in allocated share of losses of affiliates in the statements of operations. No such losses were recognized in 2002 or in the second half of 2001.

Provision for Income Taxes – In 2002 we recorded a provision for income taxes of $265,000 related to state income taxes. We did not record a provision for U.S. federal income taxes in 2002 because we utilized prior net operating losses to offset all current U.S. federal taxable income. We did not record an income tax benefit in 2001 or 2000 related to the losses for those periods because such benefit could not be reasonably assured from future operating results. In 2000, we recorded a $9.9 million income tax provision to provide a full valuation allowance for our deferred tax assets. Valuation allowances are used to reduce net deferred tax assets to the amount considered more likely than not to be realized.

Income (Loss) from Continuing Operations – Our consolidated income (loss) from continuing operations was $13.7 million, ($95.6 million), and ($313.5 million) for 2002, 2001 and 2000, respectively. Results from continuing operations in 2002 reflected a $109.3 million improvement relative to 2001. This improvement was primarily due to improved operating results and lower interest expense in 2002, in addition to the absence of allocated share of losses of an affiliate, which totaled $26.5 million in 2001. The decrease in losses from continuing operations from 2000 to 2001 is primarily attributable to ORBCOMM-related charges described above which were recorded in 2000.

Discontinued Operations – During 2001 and 2000, we sold various equity investments, divisions and subsidiaries. In 2001, we sold Magellan Corporation (“Magellan”), our interest in Navigation Solutions LLC (“NavSol”), our sensors systems division (“Sensors”), and our entire remaining interest in MacDonald, Dettwiler and Associates Ltd. (“MDA”). In 2000, we sold our Fairchild Defense electronics business unit (“Fairchild”), and MDA completed an initial public offering of common stock. These transactions resulted in net gains of $0.9 million, $114.7 million and $39.7 million in 2002, 2001 and 2000, respectively, reported in discontinued operations. The losses from operations related to these businesses, also reported in discontinued operations, were $0.2 million and $4.4 million in 2001 and 2000, respectively.

Cumulative Effect of Change in Accounting – In connection with our adoption of SFAS No. 142, “Goodwill and Other Intangible Assets, “ we recorded a $13.8 million impairment loss in our electronic systems segment to write off the remaining net book value of goodwill in this segment. The impairment loss was determined based on a comparison of the fair value of our electronic systems reporting unit to its carrying value, including goodwill. The fair value of our electronic systems reporting unit, and the resulting implied fair value of goodwill, were estimated after consideration of letters of interest in respect of purchase offers received by us in early 2002 during our attempts to sell the electronic systems business. The impairment loss was recorded as a January 1, 2002 cumulative effect of a change in accounting.

Net Income (Loss) – Our net income for 2002 was $0.8 million, or $0.02 per share, as compared to $19.0 million, or $0.49 per share, for 2001. The decrease in net income was attributable to the $109.3 million increase in income from continuing operations as discussed above offset by the impact of certain significant factors in both 2001 and 2002. Net income for 2002 included $13.7 million income from continuing operations in addition to $0.9 million of income related to previously discontinued operations, offset by the $13.8 million goodwill impairment charge discussed above. Net income for 2001 included a $95.6 million loss from continuing operations and $114.6 million of income from discontinued operations. Our net loss for 2000 was $278.2 million, which reflected a loss of $313.5 million from continuing operations and income from discontinued operations of $35.3 million.

Our products and services are grouped into three reportable segments: (i) launch vehicles and advanced programs, (ii) satellites and related space systems and (iii) electronic systems. All other activities of the company, as well as consolidating eliminations and adjustments, are reported in corporate and other. The following tables summarize revenues and income (loss) from operations from our reportable business segments and corporate and other (in thousands):

Launch Vehicles and Advanced Programs – Revenues in this segment increased in 2002 as compared to 2001 due primarily to growth in revenues on our missile defense boost vehicle program under a multi-year contract with The Boeing Company. This contract generated $119.4 million and $18.5 million of revenues in 2002 and 2001, respectively. Additionally, continuing progress on several suborbital programs and a new Taurus launch vehicle contract for an international customer contributed to the increase in launch vehicle revenues, offset partially by a reduction in Pegasus launch vehicle revenues. These increases were partially offset by a reduction in advanced programs revenues in 2002 due primarily to a $13.0 million favorable revenue and income adjustment recorded in 2001 related to the X-34 program, discussed above in “Consolidated Results of Operations for the Years Ended December 31, 2002, 2001 and 2000.”

Revenues in this segment increased in 2001 as compared to 2000 due to a $23.8 million increase in revenues from launch vehicles that was partly offset by a $1.5 million decrease in revenues from advanced programs. The increase in launch vehicle revenues was largely attributable to increased suborbital business, including $18.5 million in revenue attributable to the missile defense boost vehicle program mentioned above and an increase in revenues on the Supersonic Sea Skimming Target (SSST) development program for the U.S. Navy, which contributed $17.6 million in revenue in 2001, or $15.1 million more than in the prior year. Offsetting these 2001 increases in launch vehicle revenues was the absence of revenue on the ORBIMAGE and ORBCOMM contracts in 2001, which totaled $7.0 million in 2000, and a slowdown in our Minotaur space launch program with the U.S. Air Force. Revenues from advanced programs decreased in 2001 as compared to 2000 primarily as a result of the termination for convenience of the X-34 program in March 2001.

Operating income for launch vehicles and advanced programs increased in 2002 as compared to 2001 primarily attributable to the operating profit contributed by the missile defense boost vehicle program, in addition to increases in operating income in 2002 on several other programs and the absence of $4.0 million in other contract-related charges recorded in 2001. These increases were offset in part by reductions in our Pegasus space launch services activity and by cost growth on our SSST program. Further, operating income for advanced programs decreased in 2002 as compared to 2001 primarily due to the X-34 adjustments recorded in 2001 discussed above, partially offset by lower research and development expenses in 2002 and the absence of a litigation settlement charge recorded in 2001. Additionally, the absence of goodwill amortization in 2002, which was $1.5 million in 2001, contributed to an improvement in operating income.

Operating income from launch vehicles and advanced programs increased in 2001 as compared to 2000 primarily due to the X-34 adjustments recorded in 2000 and 2001 discussed above. Launch vehicle operating income was higher in 2001 as compared to 2000 primarily due to profits on

Satellites and Related Space Systems – Revenues from satellites and related space systems increased in 2002 as compared to 2001 due to increases in all of our major satellite and related space systems product lines. The largest increase was from our geosynchronous communications satellite product line with revenues increasing from $118.5 million in 2001 to $135.2 million in 2002. The increase was primarily attributable to production work on three new satellite orders received in late 2001, offset by lower revenues in 2002 from the N-STARc contract that was completed in the third quarter of 2002 as well as lower revenues from two BSAT satellites that were completed in 2001. In our science and technology satellite product line, revenues increased $1.6 million primarily due to production work on a new scientific satellite contract received in early 2002, offset partially by a decrease in revenue due to completion of a scientific satellite for NASA. Our technical services product line and other revenues increased by $6.3 million, primarily due to work performed in 2002 on a U.S. government research contract.

Revenues from satellites and related space systems decreased in 2001 as compared to 2000, in spite of the significant increase in revenues attributable to our geosynchronous communications satellite product line, which increased from $90.0 million in 2000 to $118.5 million in 2001. Revenues from our other product lines decreased by $40.3 million from 2000 to 2001 due in part to the completion of the construction phase in 2000 of a scientific satellite for NASA, the absence in 2001 of ORBCOMM and ORBIMAGE procurement contract revenues, which totaled $10.5 million in 2000, and an approximately $8.0 million decrease in revenues from our technical services business.

The operating results in our satellites and related space systems segment improved from an operating loss of $47.9 million in 2001 to an operating profit of $5.8 million in 2002. This improvement was due to a number of factors. First, operating results improved due to a reduction in losses and non-recurring development and production costs in our geosynchronous satellite product line, primarily associated with the N-STARc and BSAT geosynchronous satellite programs. The launch failure of the BSAT-2b satellite in 2001 contributed to the operating loss in the geosynchronous satellite product line in 2001. We received insurance proceeds in connection with the launch failure; however, these proceeds were recorded in 2001 in Other Income, Net, as discussed above in “Other Income, Net” under “Consolidated Results of Operations for the Years Ended December 31, 2002, 2001, and 2000.” Second, our science and technology satellite product line experienced significant improvement primarily driven by the absence in 2002 of a loss recorded in connection with the launch failure of the OrbView-4/ QuikTOMS mission in 2001 and a significant reduction in charges related to the OrbView-3 program. In the fourth quarter of 2002 we recorded a $2.5 million charge for the expected remaining costs to complete the OrbView-3 satellite, and in the fourth quarter of 2001 we recorded a $20.7 million charge to write down inventory and accrue for the expected remaining costs to complete this satellite. Third, our technical services product line improved in 2002 as compared to 2001 largely due to the sale of satellite inventory that had previously been fully reserved. Finally, beginning in 2002, goodwill amortization was no longer recorded, resulting in an operating profit improvement of $3.2 million.

The operating loss from satellites and related space systems increased in 2001 as compared to 2000 primarily as a result of the previously mentioned $20.7 million charge in the fourth quarter of 2001 related to OrbView-3. Excluding the 2001 OrbView-3 charge, the operating loss from satellites and related space systems decreased by $16.3 million in 2001 as compared to 2000 largely due to the completion of certain satellite contracts for which we had experienced significant cost overruns in

Electronic Systems – Revenue from electronic systems in 2002 was approximately the same as revenue from this segment in 2001. Revenue earned in 2002 on new contracts awarded in late 2001 and early 2002 was offset by decreased revenue in 2002 from various existing contracts.

Revenues from electronic systems increased in 2001 as compared to 2000 primarily as a result of new contracts won in 2001.

Operating income from electronic systems decreased $1.3 million in 2002 as compared to 2001 primarily as a result of charges totaling $2.2 million in 2002 to write down excess inventory offset in part by the absence in 2002 of goodwill amortization, which was $1.3 million in 2001.

Operating income from electronic systems increased in 2001 as compared to 2000 due primarily to a decrease in product development costs in 2001 and contract termination costs incurred in 2000.

Corporate and Other – Revenue adjustments in corporate and other in all three years include the elimination of intercompany revenues, and in 2000 include adjustments to properly report revenues on certain contracts that are performed by more than one business unit. Such eliminations and adjustments were approximately the same in 2002 as compared to 2001. The reduction in such eliminations and adjustments in 2001 as compared to 2000 was primarily attributable to a reduction of intercompany revenues and the absence in 2001 of consolidation adjustments related to the ORBIMAGE, ORBCOMM and X-34 contracts.

Corporate and other expenses include corporate general and administrative activities that are not allocated to the operating segments, as well as consolidating adjustments for intercompany contracts. Corporate and other expenses in 2001 included a $4.3 million provision for potentially unrecoverable amounts related to the OrbView-4 satellite construction program and a $4.9 million provision for unoccupied office space and facility sublease losses. Corporate and other expenses in 2000 included a $2.7 million write-off related to ORBIMAGE administrative services accounts receivable, a $4.9 million write-off of other assets and a $3.5 million provision for unoccupied office space and facility sublease losses. Corporate and other expenses for 2000 also included consolidating entries related to the ORBCOMM and ORBIMAGE contracts. Additionally, corporate and other expenses for 2001 and 2000 included corporate general and administrative expenses attributed to discontinued operations.

Cash Flows from Operating Activities – We reported a $28.8 million net use of cash from continuing operations in 2002, as compared to a $73.0 million net use of cash from continuing operations in 2001 and a $1.2 million net increase in cash provided by continuing operations in 2000. The $28.8 million net use of cash in continuing operations in 2002 was primarily attributable to cash used to fund our operations together with a reduction in accounts payable, largely attributable to the payment of a $48.8 million vendor financing obligation. The $73.0 million of cash used in continuing operations in 2001 was primarily attributable to our operating loss and a $39.5 million increase in receivables. In 2000, cash used to fund our operating loss was offset largely by a reduction of receivables and an increase in payables and accrued expenses.

Cash Flows from Investing Activities – Our investing activities used $15.3 million in 2002 for capital expenditures. Our investing activities provided $237.0 million and $42.7 million of cash during 2001 and 2000, respectively, primarily due to the sales of assets and subsidiary equity in those two years. In 2001, we sold our entire remaining interest in MDA, our interests in Magellan and

NavSol and our Sensors unit for net proceeds of $244.9 million. In 2000, the sale of Fairchild and MDA’s initial public offering of common stock provided net proceeds of $115.6 million. The cash proceeds from these transactions were partially offset by capital expenditures in 2001 and 2000 and by cash used in our discontinued operations in 2000.

Cash Flows from Financing Activities – Our financing activities provided approximately $24.4 million in 2002, consisting of $145.5 million in net proceeds from issuances of long-term debt and warrants and $7.6 million from issuances of common stock, less $128.7 million in principal payments on long-term debt. The net proceeds from issuances of long-term debt and warrants reflect $123.1 million in net proceeds from our sale of new notes and warrants in August 2002 and $22.4 million in net proceeds from a term loan, discussed below. Principal payments in 2002 on long-term debt consisted primarily of the prepayment of a $25.0 million term loan and our $100.0 million 5% subordinated convertible notes, which were due in 2002, and $3.7 million of principal payments on capital leases and other debt. We received $7.6 million in 2002 from the issuance of shares of common stock under our employee stock purchase plan and the exercise of stock options and warrants.

Our financing activities used $137.9 million and $86.6 million of cash in 2001 and 2000, respectively. During 2001, we repaid our prior primary credit facility using cash proceeds from the sales of businesses as required under the terms of that credit facility. At December 31, 2001, no borrowings were outstanding under that facility, which was formally terminated in January 2002. The primary use of cash for financing activities during 2000 was for repayments of our then primary credit facility and the repayment of an advance from a joint venture partner.

On March 1, 2002, we entered into a three-year credit facility with Foothill Capital Corporation (“Foothill”) as arranger and agent. The facility provided for total borrowings of up to $60.0 million, including (i) a $25.0 million term loan (the “Term Loan”) and (ii) a $35.0 million revolver (the “Revolver”), of which up to $30.0 million could be available for borrowing based on our billed and unbilled receivables. The Term Loan had an interest rate equal to the prime rate publicly announced from time to time by Wells Fargo Bank, National Association (the “Prime Rate”) plus 6%, but not less than 11%. Borrowings under the Revolver accrue interest at a rate equal to the Prime Rate plus 2.25%, but not less than 7%. Upon closing the facility, we borrowed the entire $25.0 million available under the Term Loan, which provided $22.4 million in net proceeds after deducting transaction fees and expenses. We prepaid the entire Term Loan in August 2002 using proceeds from our August 2002 $135.0 million financing discussed below. As of December 31, 2002, there were no borrowings under the Revolver, although approximately $21.3 million of the amount available for borrowing was reserved under letters of credit, foreign exchange forward contracts or other arrangements. Accordingly, $13.7 million of the Revolver was available for borrowing as of December 31, 2002. The borrowings under the facility are collateralized by all of our assets.

On August 22, 2002, we raised gross proceeds of $135.0 million through the sale of 135,000 units, each consisting of $1,000 aggregate principal amount of our 12% second priority secured notes due 2006 (the “Notes”) and one warrant to purchase up to 122.23 shares of our common stock at an exercise price of $3.86 per share. We used the $123.1 million net proceeds from the offering, together with available cash, to prepay the $25.0 million Term Loan and to repay our $100.0 million 5% subordinated convertible notes due 2002. Interest on the Notes is payable semi-annually each February 15 and August 15. The Notes are subordinated in right of payment to our existing and future senior indebtedness, including indebtedness under our $35.0 million Revolver described above.

Both the Revolver and the indenture governing the Notes (the “Indenture”) contain covenants limiting our ability to, among other things, incur more debt, redeem or repurchase Orbital stock,

enter into transactions with affiliates, merge or consolidate with others, dispose of assets or create liens on assets. The Revolver contains an absolute prohibition on the payment of cash dividends. The Indenture prohibits the payment of cash dividends if, after such payment, we could not incur additional indebtedness pursuant to a debt incurrence ratio defined in the Indenture or, if the aggregate amount of cash dividends, along with other restricted payments, were to exceed 50% of our aggregate consolidated net income for the period plus net cash proceeds received from issuances of stock. In addition, the Revolver contains financial covenants with respect to maintenance of earnings before interest expense, tax, depreciation and amortization (EBITDA), backlog, capital expenditures and available cash. As of December 31, 2002, we were in compliance with the covenants contained in the Revolver and the Indenture.

Orbital’s 100% owned subsidiary, Orbital International, Inc., has fully and unconditionally guaranteed the Notes. Orbital International, Inc. had no independent assets or operations during the three years ended December 31, 2002. No other subsidiary of Orbital has guaranteed the Notes.

Available Cash and Future Funding – At December 31, 2002, we had $43.4 million of unrestricted cash and cash equivalents. Management believes that available cash, cash expected to be generated from operations and borrowing capacity under the Revolver will be sufficient to fund our operating and capital expenditure requirements in the foreseeable future. However, there can be no assurance that this will be the case. Our ability to borrow additional funds is limited by the terms of our outstanding debt. Additionally, significant unforeseen events such as termination of major orders, or late delivery or failure of launch vehicle or satellite products could adversely affect our liquidity and results of operations.

Debt and Lease Maturities – The following summarizes Orbital’s obligations associated with debt and leases at December 31, 2002, and the effect such obligations are expected to have on our liquidity and cash flow in future periods (in millions):


	(1)	Assumes our second priority secured notes are paid at full par value in 2006.

Letters of Credit and Performance Bonds – Occasionally, certain contracts require us to post performance bonds or letters of credit supporting our performance and refund obligations under the contracts. We had $24.9 million of standby letters of credit outstanding at December 31, 2002, of which $10.2 million was collateralized by our restricted cash and cash equivalents and $14.7 million was issued under the Revolver. If circumstances were to prevail in the future whereby we were unable to issue performance bonds or letters of credit in accordance with our contractual requirements, the customer might be entitled to withhold future payments or terminate its contract with us and this could result in charges or other adverse effects on our financial condition.

In April 2002, SFAS No. 145, “Rescission of FASB Statements 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections” was issued. Under SFAS No. 145, gains and losses related to the extinguishment of debt should no longer be segregated on the income statement as extraordinary items. Instead, such gains and losses should be included as a component of income from continuing operations. The provisions of SFAS No. 145 are effective for fiscal years beginning after May 15, 2002, with early adoption encouraged. We adopted SFAS No. 145 effective July 1, 2002. There was no material impact on our financial statements as a result of the adoption.

In November 2002, FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an Interpretation of FASB Statements No. 5, 57 and 107 and Rescission of FASB Interpretation No. 34,” (“FIN 45”) was issued. FIN 45 clarifies the requirements of SFAS No. 5, “Accounting for Contingencies,” relating to guarantors’ accounting for, and disclosure of, the issuance of certain types of guarantees. The disclosure provisions of FIN 45 are applicable to interim or annual periods that end after December 15, 2002, and as such have been incorporated into our December 31, 2002 financial statements. The provisions for initial recognition and measurement under FIN 45 are effective on a prospective basis for guarantees that are issued or modified after December 31, 2002. Management believes that the initial recognition and measurement provisions under FIN 45 will not have a material impact on our financial statements.

In December 2002, SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure, an amendment of FASB Statement No. 123,” was issued. SFAS No. 148 amended SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 related to disclosures about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The disclosure provisions of SFAS No. 148 are applicable to interim or annual periods that end after December 15, 2002, and as such have been incorporated into our December 31, 2002 financial statements.

We do not have significant exposure to interest rate changes, commodity price changes, foreign currency fluctuation or similar market risks, although we do enter into forward exchange contracts to hedge against specific foreign currency fluctuations on specific receivables denominated in Japanese Yen. Accordingly, we are subject to off-balance sheet market risk for the possibility that future changes in market prices may make the forward exchange contracts less valuable. At December 31, 2002, we had foreign currency forward exchange contracts that expire in 2003 to sell a total of 570.5 million Japanese Yen for $4.7 million. The market value of these contracts was $4.5 million as of December 31, 2002.

The fair market value of our $135.0 million 12% second priority secured notes due 2006 was estimated at approximately $118.8 million at December 31, 2002, based on market trading activity.

The company has a deferred compensation plan for senior managers and executive officers, with a total liability balance of $4.2 million at December 31, 2002. This liability is subject to fluctuation based upon the market value of underlying securities.

In our opinion, based on our audits and the report of other auditors, the accompanying consolidated balance sheets and the related consolidated statements of operations, of stockholders’ equity and of cash flows present fairly, in all material respects, the financial position of Orbital Sciences Corporation and its subsidiaries at December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of ORBCOMM Global, L.P., an equity affiliate, which statements reflect total revenues of $7,797,000, and net losses of $543,227,000 for the year ended December 31, 2000. Those statements were audited by other auditors who have ceased operations and whose report thereon has been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for ORBCOMM Global, L.P., for the year ended December 31, 2000, is based solely on the report of the other auditors. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits and the report of other auditors provide a reasonable basis for our opinion.

As discussed in Note 1 to the consolidated financial statements, in 2002 the company changed its method of accounting for goodwill to conform to Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.”

THE FOLLOWING REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP (“ANDERSEN”). THIS REPORT HAS NOT BEEN REISSUED BY ANDERSEN AND ANDERSEN DID NOT CONSENT TO THE INCORPORATION BY REFERENCE OF THIS REPORT (AS INCLUDED IN THIS FORM 10-K) INTO ANY OF THE COMPANY’S REGISTRATION STATEMENTS.

We have audited the accompanying consolidated balance sheets of ORBCOMM Global, L.P. (the “Company”) as of December 31, 2000 and 1999, and the related consolidated statements of operations and comprehensive loss, partners’ capital (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ORBCOMM Global, L.P. as of December 31, 2000 and 1999, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, has a net capital deficiency and in February 2001, the Company filed a motion pursuant to the United States Bankruptcy Code to permit the sale of substantially all of its assets or alternatively the orderly liquidation of the Company. Management’s plans in regard to these matters are also described in Note 1. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the amount and classification of liabilities that might result from the outcome of this uncertainty.

Orbital Sciences Corporation (together with its subsidiaries, “Orbital” or the “company”), a Delaware corporation, develops and manufactures small space systems for commercial, civil government and military customers. The company’s primary products are spacecraft and launch vehicles, including low-orbit, geosynchronous and planetary spacecraft for communications, remote sensing, scientific and military missions; ground- and air-launched rockets that deliver satellites into orbit; and suborbital rockets that are used as interceptor boost and target vehicles. Orbital also offers space-related technical services to government agencies and develops and builds satellite-based transportation management systems for public transit agencies and private vehicle fleet operators.

The consolidated financial statements include the accounts of Orbital and all wholly and majority owned subsidiaries controlled by Orbital. All significant intercompany balances and transactions have been eliminated.

Orbital uses the equity method of accounting for affiliates that the company has the ability to significantly influence but not control. In accordance with the equity method of accounting, Orbital records the company’s allocated share of the affiliate’s income or losses. Orbital continues to recognize equity losses of an affiliate even if such losses exceed the company’s book value of such affiliate, to the extent the company is otherwise committed to provide additional funding to such affiliate. Orbital uses a modified equity method of accounting for those affiliates for which Orbital has provided substantially all of the investee’s funding whereby 100% of the investee’s current period losses are recognized. Orbital does not recognize revenues on sales to investees for which Orbital has provided substantially all of such investee’s funding. Orbital uses the cost method of accounting for investments in which it has no significant influence.

The preparation of consolidated financial statements, in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions, including estimates of future contract costs and earnings. Such estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and earnings during the current reporting period. Management periodically assesses and evaluates the adequacy and/or deficiency of estimated liabilities recorded for various reserves, liabilities, contract risks and uncertainties. Actual results could differ from these estimates.

Certain reclassifications have been made to the 2001 and 2000 financial statements to conform to the 2002 financial statement presentation. All financial amounts are stated in U.S. dollars unless otherwise indicated.

Orbital’s revenue is derived primarily from long-term contracts. Revenues on cost-reimbursable contracts are recognized to the extent of costs incurred plus a proportionate amount of fee earned. Revenues on long-term fixed-price contracts are generally recognized using the percentage-of-completion method of accounting. Such revenues are recorded based on the percentage that costs incurred to date bear to the most recent estimates of total costs to complete each contract. Estimating future costs and, therefore, revenues and profits, is a process requiring a high degree of management judgment, including management’s assumptions regarding future operations of Orbital as well as general economic conditions. In the event of a change in total estimated contract cost or profit, the cumulative effect of such change is recorded in the period the change in estimate occurs. Frequently, the period of performance of a contract extends over a long period of time and, as such, revenue recognition and the company’s profitability from a particular contract may be adversely affected to the extent that estimated cost to complete or incentive or award fee estimates are revised, delivery schedules are delayed or progress under a contract is otherwise impeded. Accordingly, the company’s recorded revenues and gross profits from year to year can fluctuate significantly. In the event cost estimates indicate a loss on a contract, the total amount of such loss, excluding general and administrative expenses, is recorded in the period in which the loss is first estimated.

Certain contracts include incentive provisions for increased or decreased revenue and profit based on actual performance against established targets. Incentive and award fees are included in estimated contract revenue at the time the amounts can be reasonably determined and are reasonably assured based upon historical experience and other objective criteria. Should Orbital fail to perform satisfactorily under such contracts, previously recognized revenues could be reversed and/or future period revenues could be reduced.

Orbital’s comprehensive income (loss) is presented in the consolidated statements of stockholders’ equity. Other comprehensive income (loss) has consisted primarily of foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities.

Orbital uses forward contracts to manage certain foreign currency exposures. Derivative instruments, such as forward contracts, are viewed as risk management tools by Orbital and are not used for trading or speculative purposes. Derivatives used for hedging purposes must be designated and effective as a hedge of the identified risk exposure at the inception of the contract. Accordingly, changes in fair value of the derivative contract must be highly correlated with changes in the fair value of the underlying hedged item at inception of the hedge and over the life of the hedge contract. All derivative instruments are recorded on the balance sheet at fair value. The ineffective portion of all hedges, if any, is recognized currently in earnings.

Expenditures for company-sponsored research and development projects are expensed as incurred. Customer-sponsored research and development projects performed under contracts are accounted for as contract costs as the work is performed.

Property, plant and equipment are stated at cost. Major improvements are capitalized while expenditures for maintenance, repairs and minor improvements are charged to expense. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation and amortization are eliminated from the accounts and any resulting gain or loss is reflected in operations. Depreciation expense is determined using the straight-line method based on the following useful lives:

Orbital’s policy is to evaluate its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When an evaluation indicates that the future undiscounted cash flows are not sufficient to recover the carrying value of the assets, an impairment loss is recognized and the asset is adjusted to its estimated fair value. Given the inherent technical and commercial risks within the aerospace industry, combined with the special purpose use of certain of the company’s assets, future impairment charges could be required if the company were to change its current expectation that it will recover the carrying amount of its long-lived assets from future operations.

Orbital recognizes income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recorded for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a tax rate change on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The company records valuation allowances to reduce net deferred tax assets to the amount considered more likely than not to be realized. Changes in estimates of future taxable income can materially change the amount of such valuation allowances.

In December 2002, SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure, an amendment of FASB Statement No. 123,” was issued. SFAS No. 148 amended SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 related to disclosures about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The disclosure provisions of SFAS No. 148 are applicable to interim or annual periods that end after December 15, 2002, and as such have been incorporated below.

The company has a Stock Option and Incentive Plan, which is described more fully in Note 10. SFAS No. 123, as amended by SFAS No. 148, requires companies to (i) recognize as expense the fair value of stock-based awards, or (ii) continue to apply the provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations (“APB 25”), and provide pro forma net income and earnings per share disclosures for employee stock option grants as if the fair-value-based method defined in SFAS No. 123 had been applied. The company continues to apply the provisions of APB 25 and provide the pro forma disclosures in accordance with the provisions of SFAS Nos. 123 and 148. Under APB 25, the company has not recorded any stock-based employee compensation cost associated with the company’s stock option plan, as all options granted under the plan had an exercise price equal to the market value of the underlying common stock on the date of grant.

The company uses the Black-Scholes option-pricing model to determine the pro forma impact under SFAS Nos. 123 and 148 on the company’s net income and earnings per share. The model utilizes certain information, such as the interest rate on a risk-free security maturing generally at the same time as the option being valued, and requires certain assumptions, such as the expected amount of time an option will be outstanding until it is exercised or it expires, to calculate the fair value of stock options granted. This information and the assumptions used for 2002, 2001 and 2000 are summarized as follows:

The following table illustrates the effect on net income and earnings per share if the company had applied the fair value recognition provisions of SFAS No. 123 to its stock option plan (in thousands, except per share amounts):

Net income (loss) and basic and diluted net income (loss) per share in 2001 and 2000 include compensation expense related to stock option plans of discontinued operations. Pro forma net income (loss) reflects only options granted through 2002 and, therefore, may not be representative of the effects for future periods.

Net income (loss) per common share is calculated using the weighted-average number of common shares outstanding during the periods. Diluted earnings per share include the weighted-average effect of all dilutive securities outstanding during the periods. Diluted per share loss is the same as basic per share loss when there is a loss from continuing operations.

In 2002, diluted weighted-average shares outstanding included the dilutive effect of the assumed conversion of stock options into 718,096 common shares and warrants into 311,460 common shares, and excluded the effect of 3.4 million stock options and 16.5 million warrants that were anti-dilutive. There was no adjustment to 2002 earnings for purposes of determining diluted earnings per share. If the company had reported income from continuing operations in 2001 and 2000, the number of shares, assuming conversion of the convertible notes (see Note 7) and the dilutive impact of outstanding stock warrants and options (see Note 10), would have been approximately 42.0 million for 2001 and 41.1 million for 2000.

Cash and cash equivalents consist of cash and short-term, highly liquid investments with original maturities of 90 days or less. Restricted cash and short-term investments consist of compensating cash balances for contractual obligations and investments in securities that do not meet the definition of cash equivalents. Orbital classifies investments in debt and equity securities as either available-for-sale or trading securities and, accordingly, reports such investments at fair value. Any temporary difference between the fair value and the underlying cost of the available-for-sale securities is

Inventories consist of components and raw materials inventory, work-in-process inventory and finished goods inventory and are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out (“FIFO”) or specific identification basis. Components and raw materials are purchased to support future production efforts. Given the specialized nature of certain inventory items, recoverability could be impaired should future demand for the company’s products decline. Work-in-process inventory consists primarily of (i) costs incurred under long-term fixed-price contracts accounted for using the completed contract method of accounting and using the percentage-of-completion method of accounting applied on a units of delivery basis, and (ii) partially assembled commercial products. Work-in-process inventory generally includes direct production costs and certain allocated indirect costs, including an allocation of selling, general and administrative costs.

The company self-constructs some of its ground and airborne support and special test equipment utilized in the manufacture, production and delivery of some of its products. Orbital capitalizes direct costs incurred in constructing such equipment and certain allocated indirect costs. Orbital also capitalizes certain costs of developing product software to be sold or leased once technological feasibility has been established. Capitalized costs generally include direct software coding costs and certain allocated indirect costs. General and administrative and research and development costs are expensed as incurred.

Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired companies. The company adopted SFAS No. 142, “Goodwill and Other Intangible Assets,” effective January 1, 2002. In accordance with SFAS No. 142, goodwill amortization was discontinued as of January 1, 2002 and instead is tested at least annually for impairment using an estimation of the fair value of the reporting unit that the goodwill is attributable to. Prior to January 1, 2002, the company amortized goodwill on a straight-line basis over its estimated useful life, generally 10 to 40 years. Goodwill at December 31, 2001 was net of accumulated amortization of $39.2 million.

During 2002, the company completed its assessment of goodwill impairment in accordance with the adoption provisions of SFAS No. 142 and as a result, recorded a $13.8 million impairment loss in its electronic systems segment to write off the remaining net book value of goodwill in this segment. The impairment loss was determined based on a comparison of the fair value of the company’s electronic systems reporting unit to its carrying value, including goodwill. The fair value of the company’s electronic systems reporting unit, and the resulting implied fair value of goodwill, were estimated after consideration of letters of interest in respect of purchase offers received by the company in early 2002 during its attempts to sell the electronic systems business. The impairment loss was recorded as a January 1, 2002 cumulative effect of a change in accounting.

The following table adjusts the reported loss from continuing operations for the years ended December 31, 2001 and 2000 and the related basic and diluted per share amounts to exclude goodwill amortization (in thousands, except per share amounts):

Excluding goodwill amortization, 2001 net income would have been $24,972 ($0.65 per share) and 2000 net loss would have been $272,451 ($7.27 loss per share).

The company occasionally receives cash advances and payments from customers in excess of revenues recognized on certain contracts. These advances and payments are reported as deferred revenues on the balance sheet.

The company has occasionally divested a portion or all of its ownership in a subsidiary through the issuance of additional subsidiary equity or through the sale of its shares to the public. In connection with such transactions, the company recognizes the difference between the carrying amount of its interest in the subsidiary equity sold and the fair market value of the equity as a gain or loss upon divestiture or issuance when the company believes the realization of the gain or loss is assured.

In April 2002, SFAS No. 145, “Rescission of FASB Statements 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections” was issued. Under SFAS No. 145, gains and losses related to the extinguishment of debt should no longer be segregated on the income statement as extraordinary items. Instead, such gains and losses should be included as a component of income from continuing operations. The provisions of SFAS No. 145 are effective for fiscal years beginning after May 15, 2002, with early adoption encouraged. The company adopted SFAS No. 145 effective July 1, 2002. There was no material impact on the company’s financial statements as a result of the adoption.

for Contingencies,” relating to guarantors’ accounting for, and disclosure of, the issuance of certain types of guarantees. The disclosure provisions of FIN 45 are applicable to interim or annual periods that end after December 15, 2002, and as such have been incorporated into these December 31, 2002 financial statements. The provisions for initial recognition and measurement under FIN 45 are effective on a prospective basis for guarantees that are issued or modified after December 31, 2002. Management believes that the initial recognition and measurement provisions under FIN 45 will not have a material impact on its financial statements.

In September 2001, the company sold its Pomona, California-based sensors systems division (“Sensors”) to the Hamilton Sundstrand unit of United Technologies Corporation. The proceeds from the sale were approximately $19.0 million before transaction fees and expenses and resulted in a $7.1 million gain on the sale. In October 2000, the company sold its Fairchild Defense electronics business (“Fairchild”) for $100 million, and recorded a $42.0 million gain in 2000 and a $0.5 million gain in 2001 related to post-closing adjustments. Sensors and Fairchild comprised a segment of the company’s business that has now been reported as discontinued in the accompanying financial statements.

In the second and third quarters of 2001, Orbital’s wholly owned subsidiary, Orbital Holdings Corporation, sold its remaining interest in MacDonald, Dettwiler and Associates Ltd. (“MDA”). The company received gross proceeds of $169.2 million before transaction fees and expenses, and recorded a $111.3 million gain in 2001. In 2000, MDA completed an initial public offering of common stock, raising gross proceeds of approximately $18.8 million for Orbital and $43.1 million for itself and other selling shareholders. Orbital recognized a $30.7 million gain on the sale of such stock in 2000. Orbital’s ownership interest in MDA was approximately 52% and 66% at December 31, 2000 and 1999, respectively.

On July 13, 2001, subsidiaries of Thales, S.A. acquired the company’s majority owned subsidiary, Magellan Corporation (“Magellan”), and purchased the company’s 60% ownership interest in Navigation Solutions LLC (“NavSol”) for $70 million. At closing, after allocating $4.5 million of the proceeds to Magellan’s minority stockholders, Orbital received gross proceeds of $65.5 million before transaction fees and expenses. As a result of the company adopting a formal plan to sell its interest in Magellan and NavSol, the company recorded a $33.1 million accrual in the fourth quarter of 2000 for the estimated loss on disposal of Magellan and NavSol, including a provision of $4.5 million for the estimated losses from operations during the 2001 phase-out period. Magellan’s and NavSol’s actual losses for the phase-out period exceeded the original estimates by $3.2 million, resulting in an additional loss from discontinued operations in 2001. The fees and expenses associated with closing the sale of Magellan and NavSol exceeded the original estimates, resulting in an additional $4.2 million loss on the sale of these businesses recorded in 2001.

During the year ended December 31, 2002 the company recorded $0.9 million of income for post-closing adjustments related to operations discontinued in prior years.

The following summarizes the operating results of discontinued operations (in thousands):

During 2001 and 2000, the company recorded the following special gains and charges:

In the third and fourth quarters of 2001, the company agreed to settle several disputes that were the subject of arbitration proceedings. The company recorded charges totaling $5.4 million in 2001 for these litigation-related settlements.

In 1996, Orbital began developing, constructing and testing several X-34 reusable rocketplanes under a contract with the National Aeronautics and Space Administration (“NASA”). NASA terminated this contract for convenience in March 2001. At that time, due to the uncertainties related to recovering uncompensated costs from NASA, the company determined that its estimated future cash flows from X-34-related property, plant and equipment would not be sufficient to recover the recorded cost. The X-34 rocketplane was intended to be launched multiple times from the fuselage of the company’s L-1011 airplane, which was modified to install unique equipment to accommodate the X-34 aircraft. The company had contemplated that it would recover the costs of such modifications through indirect rate charges to this contract and future X-34 flights benefiting from these modifications. The net book value of these modifications in addition to other support equipment acquired for this contract was $15.9 million as of December 31, 1999. Upon NASA’s cancellation of the X-34 program, Orbital determined that future cash flows would be insufficient to

support recoverability of L-1011 modifications. Further, the company believed that it would ultimately be unsuccessful in recovering any such costs in a termination settlement with NASA and that the L-1011 modifications and support equipment had no alternative use to the company. Accordingly, in the fourth quarter of 2000, the company recorded an asset impairment charge of $15.9 million to write down these assets.

Until Orbital received notice of the contract termination, the company had recorded revenue and receivables (but no profit) attributable to unpriced change orders related to this contract in accordance with Statement of Position 81-1, paragraph 62. After the company received notice of the contract termination, disputes arose with NASA, including disagreements regarding these change orders. Consequently, Orbital assessed that it was probable that the company would ultimately be unsuccessful in collecting the receivables attributable to the unpriced change orders. Accordingly, in the fourth quarter of 2000, the company recorded a $3.4 million provision for these potentially uncollectible receivables that was reported as “selling, general and administrative expenses.”

In August 2001 as a result of ongoing settlement negotiations with NASA and prior to the issuance of the financial statements for the second quarter of 2001, Orbital received a $10.0 million provisional settlement payment from NASA and the company reversed the previously recorded $3.4 million provision for uncollectible receivables in the second quarter of 2001. In January 2002, prior to the issuance of the 2001 financial statements, NASA and the company executed a formal modification to the X-34 contract. The modification provided for a full settlement and closed out the contract for an additional payment of $13.0 million to the company, reported as an increase to the previously established contract value. Accordingly, the company recorded a favorable revenue and net income adjustment of $13.0 million ($0.34 per common and diluted share) in the fourth quarter of 2001.

Orbital recorded provisions totaling $4.9 million in 2001 and $5.2 million in 2000 for unoccupied office space and facility sublease losses. These provisions were recorded in selling, general and administrative expenses.

In 2000, an $11.5 million charge was recorded in connection with the July 2000 settlement of a class-action lawsuit against the company. In 2001, the company issued warrants determined under the settlement agreement to have a fair value of $11.5 million related to the settlement of the lawsuit (see Note 10).

Orbital products and services are grouped into three reportable segments: (i) launch vehicles and advanced programs, (ii) satellites and related space systems, and (iii) electronic systems. Reportable segments are generally organized based upon product lines. All other activities of the company, as well as consolidating eliminations and adjustments, are reported in corporate and other. Corporate office general and administrative expenses that have not been attributed to a particular segment are reported in corporate and other. The company’s investments in, as well as its share of the income or loss of unconsolidated affiliates, are also included in corporate and other.

Intersegment sales are generally negotiated and accounted for under terms and conditions that are similar to other commercial and government contracts. There were no significant sales or transfers between segments. Substantially all of the company’s assets and operations are located within the United States.

The following table presents operating information and identifiable assets by reportable segment (in thousands):


	(1)	In 2000, the company recorded a $53.7 million provision for doubtful ORBCOMM accounts that negatively impacted operating income as follows (in thousands):


	(2)	In 2001 and 2000, the company recorded litigation-related settlement expenses of $5.4 million and $11.5 million, respectively, that negatively impacted operating income as follows (in thousands):

Approximately 58%, 55% and 45% of the company’s revenues in 2002, 2001 and 2000, respectively, were generated under contracts with the U.S. government and its agencies or under subcontracts with the U.S. government’s prime contractors.

The company did not record any income or loss from unconsolidated affiliates in 2002. The allocated share of losses of affiliates in 2001 and 2000 was as follows (in thousands):

In 1993, the company’s subsidiary, Orbital Communications Corporation (“OCC”), and Teleglobe Mobile Partners (“Teleglobe Mobile”), an affiliate of Teleglobe Inc. (“Teleglobe”), formed a partnership, ORBCOMM Global, L.P. (“ORBCOMM”), for the design, development, construction, integration, testing and operation of a low-Earth orbit satellite communications system (the “ORBCOMM system”). Through December 31, 1999, OCC and Teleglobe Mobile were both 50% general partners in ORBCOMM.

Pursuant to the terms of the partnership agreements, until December 31, 1999, OCC and Teleglobe Mobile shared equal responsibility for the operational and financial affairs of ORBCOMM. The company accounted for its investment in ORBCOMM using the equity method of accounting.

In January 2000, Orbital entered into an agreement (the “Omnibus Agreement”) with ORBCOMM, Teleglobe, OCC and Teleglobe Mobile pursuant to which Teleglobe Mobile became ORBCOMM’s sole general partner and majority owner. As a result of the increase in Teleglobe’s ownership interest in ORBCOMM, Orbital’s share of ORBCOMM’s total capital exceeded the book value of Orbital’s investment in ORBCOMM. Accordingly, Orbital recorded a change-in-interest gain of $15.4 million in 2000 as an increase in additional paid-in capital.

Until 2000, Orbital was the primary supplier to ORBCOMM for its communications satellites, launch vehicles and certain of its satellite ground systems and software. During the second quarter of 2000, ORBCOMM failed to meet payment obligations to Orbital under the ORBCOMM system procurement agreements. Accordingly, effective June 2000, the company ceased recognizing revenue on the ORBCOMM system procurement agreements. During 2000, Orbital recorded revenues of $21.4 million on sales to ORBCOMM and recognized an operating loss of $1.8 million on such sales.

Through December 31, 1999, Orbital deferred invoicing ORBCOMM a total of $91.3 million for amounts due under the satellite and launch procurement agreements. In a related arrangement, Teleglobe provided cash advances to Orbital totaling $28.4 million plus accrued interest of $4.7 million through 1999, which were reported as current liabilities on Orbital’s December 31, 1999 balance sheet. In connection with the January 2000 Omnibus Agreement, Orbital, Teleglobe and ORBCOMM agreed to settle the deferred invoicing and to repay the related cash advances. In January of 2000, ORBCOMM paid $41.5 million to Orbital thus reducing the $91.3 million

receivables. This cash receipt was reported in cash flow from operating activities. In March 2000, Orbital converted $33.1 million of the remaining amounts due into partnership interests in ORBCOMM, reported as a non-cash increase to Orbital’s investment in ORBCOMM. Additionally, the parties agreed that the remaining $16.7 million receivable, together with accrued interest, would be paid by ORBCOMM in 2001. The $16.7 million receivable, along with the investment in ORBCOMM, was subsequently written down in 2000 as discussed below. In January 2000, using the cash proceeds from ORBCOMM, Orbital repaid the $28.4 million cash advances from Teleglobe, reported as “repayments to joint venture partner” in Orbital’s consolidated cash flow statement, plus accrued interest of $4.7 million reported in cash flow from operating activities.

In September 2000, ORBCOMM and its subsidiaries commenced reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Code. As a result, Orbital recorded non-cash charges totaling $113.1 million in 2000 to fully write off its investment in ORBCOMM and to write down ORBCOMM-related receivables and related inventory to their estimated recoverable value. Orbital discontinued recognizing ORBCOMM equity losses after June 2000.

In the fourth quarter of 2001, the United States Bankruptcy Court for the District of Delaware confirmed a Chapter 11 liquidating plan of reorganization for ORBCOMM and the plan became effective on December 31, 2001. The liquidating plan provided for mutual releases and waivers of claims by and against the company, OCC, ORBCOMM and its various stakeholders. Pursuant to the liquidating plan, in the fourth quarter of 2001, the company contributed approximately 1.7 million shares of its common stock to the ORBCOMM estate and, as a consequence, recorded a $6.5 million charge for the fair value of such shares. This charge was reported in “allocated share of losses of affiliates” on the accompanying consolidated statement of operations.

OCC had a stock option plan that provided for grants of stock options to purchase OCC common stock to officers and employees of OCC and affiliated companies, including Orbital. At the request of the optionee, OCC was required to repurchase, with cash or promissory notes, the common stock acquired pursuant to the options for the fair value of such stock as determined by OCC’s Board of Directors. During 1999, OCC repurchased common shares under such arrangement for a total of $260,000 in cash and a $160,000 note payable due in September 2000, that bore interest at the annual rate of 5.35%. The note payable and $160,000 of the cash paid were tendered to a then director of Orbital. Due to the ORBCOMM bankruptcy described above, the note had not been paid as of December 31, 2001. The $180,000 note (including interest) was subsequently repaid by the company in August 2002. OCC repurchased common shares for a total of $1.5 million in cash during the year ended December 31, 2000. As a result of the ORBCOMM bankruptcy and subsequent liquidation in December 2001, the remaining outstanding options and shares of OCC common stock are essentially worthless. Accordingly, there were no repurchases of OCC stock in 2001 or 2002, and the company does not expect that there will be any such repurchases in the future.

Orbital owns 99.9% of the common stock of Orbital Imaging Corporation (“ORBIMAGE”), or approximately 50.6% of the outstanding equity of ORBIMAGE at December 31, 2002, assuming conversion of all of ORBIMAGE’s outstanding convertible preferred stock. As a result of certain rights granted to ORBIMAGE’s preferred stockholders, Orbital is able to exercise significant influence over, but is unable to control, ORBIMAGE’s operational and financial affairs. Accordingly, the company uses the equity method of accounting for its ownership interest in ORBIMAGE.

Through June 30, 2001, the company recognized 100% of ORBIMAGE’s losses, including preferred stock dividends, in allocated share of losses of affiliates in the accompanying statement of operations in accordance with Accounting Principles Board No. 18 (“APB 18”). During the second quarter of 2000, the company’s share of ORBIMAGE’s losses exceeded the company’s investment balance. At that time, the company had concluded that it did not intend to, nor was it “otherwise committed” (as defined by APB 18) to provide additional equity funding to ORBIMAGE. Consequently, Orbital discontinued recognizing ORBIMAGE’s losses. ORBIMAGE had engaged an investment banker in 2000 and was actively seeking third party financing and meeting with potential new investors. Orbital had expected that ORBIMAGE would be successful in raising third party financing. However, by the end of 2000 and early 2001, it became apparent to Orbital that ORBIMAGE would not be successful in this endeavor. As a result, in early 2001 and before the financial statements were issued for the year ended December 31, 2000, Orbital considered providing financial support to ORBIMAGE. In January 2001, Orbital’s Board of Directors authorized the company to loan ORBIMAGE up to $10 million subject to a number of conditions. Also, during the first quarter of 2001, the company and certain of ORBIMAGE’s other investors began discussing terms of potential investments to be made by them. While Orbital is not legally obligated for the liabilities of ORBIMAGE, as a result of the company’s consideration to potentially provide financial support to ORBIMAGE, the company determined that it was “otherwise committed” (as defined by APB 18). Consequently, in the fourth quarter of 2000, the company resumed recognizing its allocated share of ORBIMAGE’s losses and the company recorded a cumulative charge for ORBIMAGE’s losses not previously recognized.

In the third quarter of 2001, as a result of the further deterioration of ORBIMAGE’s financial position, Orbital determined that it would not provide any future funding to ORBIMAGE beyond what was contemplated pursuant to a non-binding agreement in principle that had been entered into among Orbital, ORBIMAGE and certain of ORBIMAGE’s other investors in September 2001. Additionally, Orbital determined that the recognized losses exceed any future funding or investment that Orbital would provide to ORBIMAGE and any likely exposure should claims by ORBIMAGE, its other shareholders and/or its creditors be brought against Orbital. Furthermore, Orbital determined that if an ORBIMAGE restructuring plan is not completed, Orbital would abandon its investment in ORBIMAGE. Accordingly, the company ceased recognizing ORBIMAGE losses as of July 1, 2001. As of December 31, 2001, the recognized losses exceeded the company’s investment in ORBIMAGE by $40.6 million and is reported as “allocated losses of affiliate in excess of cost of investment” on the accompanying consolidated balance sheet. The $40.6 million balance remained unchanged as of December 31, 2002. The disposition of the $40.6 million balance is dependent upon the future of ORBIMAGE as an entity, and could include, among other outcomes, a full or partial reversal of this balance from future earnings of ORBIMAGE. Alternatively, it is contemplated that the full amount may ultimately be reversed in the event that, at a minimum, Orbital were to divest its equity ownership in ORBIMAGE and the company were to cease to have any associated legal obligations. Any such reversal would be reported as credit to non-operating income.

On April 5, 2002, ORBIMAGE filed a voluntary petition of reorganization under Chapter 11 of the U.S. Federal Bankruptcy Code in the Eastern District of Virginia. ORBIMAGE has indicated that it expects to file a plan of reorganization in May 2003. Orbital believes that its ownership interest in ORBIMAGE will be cancelled upon ORBIMAGE’s reorganization or liquidation.

Under a fixed-price procurement agreement between Orbital and ORBIMAGE, Orbital has produced and launched ORBIMAGE’s satellites, and is continuing to construct the OrbView-3 satellite and related launch vehicle and ground segment. As a result of ORBIMAGE’s lack of

liquidity and weakened financial condition, Orbital ceased recognizing revenues on the ORBIMAGE system procurement contract beginning with the third quarter of 2000 and commenced accounting for its contract with ORBIMAGE using the completed contract method. Due to significant contract cost increases, Orbital reversed approximately $9.3 million of revenues and recognized an operating loss of $22.9 million on the ORBIMAGE procurement contract in 2000. Pursuant to the procurement agreement, Orbital paid $5.0 million in cash to ORBIMAGE in 2001 in satisfaction of launch delay penalties and recorded this charge as a contract cost.

On September 21, 2001, Orbital’s Taurus rocket, which was carrying the OrbView-4 satellite for ORBIMAGE, did not achieve the mission’s intended orbit and the satellite was lost. Through the date of the launch, the company had recorded $16.0 million of inventory with respect to the OrbView-4 satellite, net of payments received from ORBIMAGE and contract losses recognized. The company recovered $11.7 million of this amount through insurance proceeds, and the remaining $4.3 million is due from ORBIMAGE. The company recorded a $4.3 million provision in selling, general and administrative expenses in the third quarter of 2001 to fully reserve the receivable from ORBIMAGE since there was no assurance that the company would be able to recover this amount.

Given the uncertainty of ORBIMAGE’s ability to make future payments to Orbital under the procurement agreement, Orbital recorded a $20.7 million charge to cost of goods sold in the fourth quarter of 2001 to write down inventory related to the OrbView-3 satellite and launch vehicle and to accrue for the estimated remaining costs to complete this contract. In the fourth quarter of 2002, the company recorded an additional $2.5 million charge for an increase in the estimated cost to complete the OrbView-3 satellite. The remaining accrual for the estimated cost to complete the OrbView-3 satellite was $6.7 million as of December 31, 2002 (see Note 6).

At December 31, 2002 and 2001, the company had $10.3 million and $10.8 million, respectively, of cash and cash equivalents restricted primarily to collateralize outstanding letters of credit and foreign exchange hedging contracts.

Approximately 91% of unbilled recoverable costs and accrued profit and retainages at December 31, 2002 are due within one year and will be billed on the basis of contract terms and delivery schedules. At December 31, 2002 and 2001, $4.6 million and $12.9 million, respectively, were receivable from non-U.S. customers.

The accuracy and appropriateness of Orbital’s direct and indirect costs and expenses under its government contracts, and, therefore, its receivables recorded pursuant to such contracts, are subject to extensive regulation and audit by the Defense Contract Audit Agency or by other appropriate governmental agencies. These agencies have the right to challenge Orbital’s direct and indirect costs charged to any such contract. Additionally, substantial portions of the payments to the company under government contracts are provisional payments that are subject to potential adjustment upon audit by such agencies.

The company has entered into foreign currency forward exchange contracts to hedge against foreign currency fluctuations on specific receivables denominated in Japanese Yen. Hedge accounting is used for these foreign currency forward contracts. Unrealized gains and losses are classified in the same manner as those of the item being hedged and are recognized in income currently when the transaction is complete. Accordingly, the company is subject to off-balance sheet market risk for the possibility that future changes in market prices may make the forward exchange contracts less valuable. At December 31, 2002, the company had foreign currency forward exchange contracts to sell a total of 570.5 million Japanese Yen for $4.7 million. The market value of these contracts was $4.5 million as of December 31, 2002.

Interest expense totaling $1.8 million was capitalized during 2000 as part of the historical cost of buildings and equipment under construction. No interest was capitalized in 2002 or 2001. Depreciation expense for the years ended December 31, 2002, 2001 and 2000 amounted to $15.1 million, $22.7 million, and $22.5 million, respectively.

Accrued losses on fixed-price contracts includes $6.7 million and $16.4 million as of December 31, 2002 and 2001, respectively, related to the ORBIMAGE procurement agreement (see Note 5).

As of December 31, 2001, $48.8 million of deferred vendor payments and accrued interest at a rate of 10.5% were recorded in accounts payable. This balance was paid in full during 2002.

The company occasionally assumes warranty obligations in connection with certain contracts. The company records a liability for estimated warranty claims based upon historical data and customer information. During 2002, activity in the warranty liability consisted of the following (in thousands):

The following table sets forth long-term obligations, excluding capital lease obligations (see Note 8) (in thousands):

On March 1, 2002, Orbital entered into a three-year credit facility with Foothill Capital Corporation (“Foothill”) as arranger and agent. The facility provided for total borrowings of up to $60.0 million, including (i) a $25.0 million term loan (the “Term Loan”) and (ii) a $35.0 million revolver (the “Revolver”), of which up to $30.0 million could be available for borrowing based on Orbital’s billed and unbilled receivables. The Term Loan had an interest rate equal to the prime rate publicly announced from time to time by Wells Fargo Bank, National Association (the “Prime Rate”) plus 6%, but not less than 11%. Borrowings under the Revolver accrue interest at a rate equal to the Prime Rate plus 2.25%, but not less than 7%. Upon closing the facility, the company borrowed the entire $25.0 million available under the Term Loan, which provided $22.4 million in net proceeds to the company after deducting transaction fees and expenses. The entire Term Loan was prepaid from the proceeds of the company’s August 2002 $135.0 million financing, discussed below. As of December 31, 2002, there were no borrowings under the Revolver, although approximately $21.3 million of the amount available for borrowing was reserved under letters of credit, foreign exchange forward contracts or other arrangements. Accordingly, $13.7 million of the Revolver was available for borrowing as of December 31, 2002. The borrowings under the facility are collateralized by all of the company’s assets.

On August 22, 2002, Orbital raised gross proceeds of $135.0 million through the sale of 135,000 units, each consisting of $1,000 aggregate principal amount of 12% second priority secured note due 2006 (the “Notes”) and one warrant to purchase up to 122.23 shares of Orbital’s common stock at an exercise price of $3.86 per share. Orbital used the $123.1 million net proceeds from the offering, together with available cash, to prepay the $25.0 million Term Loan discussed above and to repay its $100.0 million 5% subordinated convertible notes due October 1, 2002. Interest on the Notes is payable semi-annually each February 15 and August 15. The Notes are subordinated in right of payment to the company’s existing and future senior indebtedness, including indebtedness under the $35.0 million Revolver described above. The fair value of the Notes at December 31, 2002 was estimated at approximately $118.8 million, based on market trading activity.

The issuance of the 135,000 warrants was recorded based on their relative fair value of $28.8 million at the date of issuance, determined using the Black-Scholes option-pricing model. The issuance was recorded as an increase to stockholders’ equity and debt discount in the amount of $24.4 million at the issuance date. The debt discount is being amortized into interest expense over the four-year term of the Notes.

Both the Revolver and the indenture governing the Notes (the “Indenture”) contain covenants limiting the company’s ability to, among other things, incur more debt, redeem or repurchase Orbital stock, enter into transactions with affiliates, merge or consolidate with others and dispose of assets or create liens on assets. The Revolver contains an absolute prohibition on the payment of cash dividends. The Indenture prohibits the payment of cash dividends if, after such payment, Orbital could not incur additional indebtedness pursuant to a debt incurrence ratio defined in the Indenture or, if the aggregate amount of cash dividends, along with other restricted payments, were to exceed 50% of Orbital’s aggregate consolidated net income for the period plus net cash proceeds received from issuances of stock. In addition, the Revolver contains financial covenants with respect to maintenance of earnings before interest expense, tax, depreciation and amortization (EBITDA), backlog, capital expenditures, and cash. As of December 31, 2002, the company was in compliance with the covenants contained in the Revolver and the Indenture.

The carrying amounts of the other outstanding debt and capital lease obligations approximate their fair values. Scheduled maturities of long-term debt, including capital lease obligations, for each of the years in the five-year period ending December 31, 2007 are $1.9 million for 2003, $1.9 million for 2004, $0.8 million for 2005, $112.1 million for 2006 and $43,000 for 2007.

The 7.6% to 14.57% notes are collateralized by certain office, computer and test equipment and the company’s L-1011 aircraft.

During the third quarter of 2001, Orbital paid off the outstanding balance under its prior primary credit facility. At December 31, 2001, no borrowings were outstanding under this facility, which was formally terminated in January 2002.

Aggregate minimum rental commitments under non-cancelable operating and capital leases (primarily for office space and equipment) at December 31, 2002 were as follows (in thousands):

Rent expense for 2002, 2001 and 2000 was approximately $16.1 million, $13.3 million and $11.2 million, respectively.

The company is party to certain litigation or other legal proceedings arising in the ordinary course of business. In the opinion of management, the outcome of such legal matters will not have a material adverse effect on the company’s results of operations or financial condition.

On July 24, 2002, ORBIMAGE filed a complaint in the U.S. Bankruptcy Court for the Eastern District of Virginia against Orbital alleging, among other things, breach of the satellite system procurement agreement between the two parties, conversion of property, breach of fiduciary duty, fraud and misrepresentation, and civil conspiracy in connection with various transactions among Orbital, ORBIMAGE and the company’s former subsidiary, MDA. The complaint also named two officer/directors of Orbital as defendants in connection with certain of the claims. ORBIMAGE sought $30.0 million in damages allegedly arising out of the restructuring of the RadarSat-2 data license agreement between ORBIMAGE and MDA, as well as unspecified damages for the other claims.

in the above-described litigation, to take effect upon launch (whether or not successful) of the OrbView-3 satellite by Orbital and payment by Orbital of $2.5 million to ORBIMAGE. Orbital expects to record a $2.5 million settlement charge in its income statement when these actions are completed. In the event ORBIMAGE reorganizes or liquidates pursuant to a plan that is consistent with the Settlement Agreement, then Orbital will be entitled to receive new notes equal to such payment amount ranking pari passu with other senior or secured debt issued, if any, to its current bondholders by ORBIMAGE. Otherwise, Orbital will have an allowed non-subordinated claim in such amount which (1) in the event of a plan of liquidation consistent with the Settlement Agreement, will be treated in the same manner as the treatment of the current ORBIMAGE bondholders and (2) in other circumstances, will have priority in right of payment over the current bondholders and other general unsecured creditors. In addition to releases from ORBIMAGE, the Settlement Agreement provides for Orbital to obtain releases from at least 85% of ORBIMAGE’s Series A Preferred Stockholders and at least 75% of the holders of ORBIMAGE’s senior notes, subject to the same conditions described above. It also provides that a plan of reorganization or liquidating plan will provide for third party releases of Orbital and the two officer/ directors of Orbital named as defendants, to the extent permitted by law.

As part of the settlement, if OrbView-3 is not launched by April 30, 2003 or if checkout has not occurred by July 31, 2003, and subject to various exceptions for force majeure and commercial reasonableness, Orbital could be subject to delay penalties of up to $5 million in the aggregate.

In early 2001, ORBIMAGE entered into a new license agreement with MDA for exclusive U.S. RadarSat-2 imagery distribution rights. Under the new RadarSat-2 license agreement, two $5 million installments were due from ORBIMAGE to MDA in 2002. Orbital had agreed to make such payments on ORBIMAGE’s behalf in exchange for receivables from ORBIMAGE in an amount equal to the payments, to the extent that receivables are available. ORBIMAGE did not take the actions necessary to trigger Orbital’s purchase obligation with respect to the July or the December 2002 installments and, accordingly, the company believes it has no further obligations under this agreement. Furthermore, upon the effectiveness of the releases under the Settlement Agreement described above, any claims ORBIMAGE might have against Orbital under this agreement would be waived.

Most of the company’s government contracts are funded incrementally on a year-to-year basis. Changes in government policies, priorities or funding levels through agency or program budget reductions by the U.S. Congress or executive agencies could materially adversely affect the company’s financial condition or results of operations. Furthermore, contracts with the U.S. government may be terminated or suspended by the U.S. government at any time, with or without cause. Such contract suspensions or terminations could result in unreimbursable expenses or charges or otherwise adversely affect the company’s financial condition and/ or results of operations.

Occasionally, certain contracts require the company to post performance bonds or letters of credit supporting Orbital’s performance and refund obligations under the contracts. Orbital had $24.9 million of standby letters of credit outstanding at December 31, 2002, of which $10.2 million was collateralized by restricted cash and cash equivalents and $14.7 million was issued under the

Revolver. Orbital had $6.8 million of standby letters of credit outstanding at December 31, 2001. If circumstances were to prevail in the future whereby the company were unable to issue performance bonds or letters of credit in accordance with its contractual requirements, the customer might be entitled to withhold future payments or terminate its contract with the company and this could result in charges or other adverse effects on the company’s financial condition.

The provision for income taxes in 2002 consisted of current state income taxes. There was no current or deferred income tax provision or benefit for 2001. The entire provision for income taxes in 2000 consisted of a provision to fully reserve net deferred tax assets. The income tax provisions from continuing operations were different from those computed using the statutory U.S. Federal income tax rate as set forth below:

The tax effects of significant temporary differences were as follows (in thousands):

At December 31, 2002, the company had U.S. federal net operating loss carryforwards (portions of which expire beginning in 2004) of approximately $486.5 million, and U.S. research and experimental tax credit carryforwards of approximately $2.9 million. Such net operating loss carryforwards and tax credits are subject to certain limitations and other restrictions. The valuation allowance has been adjusted to eliminate net deferred tax assets due to management’s assessment of anticipated future taxable income.

In August 2002, the company issued 135,000 warrants to purchase approximately 16.5 million shares of the company’s common stock, as part of a sale of units consisting of notes and warrants (see Note 7). Each warrant is exercisable for up to 122.23 shares of Orbital’s common stock at an exercise price of $3.86 per share, for a period of four years from the date of their issuance. The issuance of the 135,000 warrants was recorded based on their relative fair value of $28.8 million at the date of issuance, determined using the Black-Scholes option-pricing model. The issuance was recorded as an increase to stockholders’ equity and debt discount in the amount of $24.4 million at the issuance date.

In August 2001, the company issued warrants in connection with the settlement of a class action lawsuit (see Note 3). The settlement agreement specified that the company would issue warrants exercisable for three years at a price equal to 90% of the company’s average closing stock price for the 10-day period beginning 12 days prior to a settlement hearing in August 2001, resulting in an exercise price of $4.82 per warrant. The settlement agreement further specified that the Black-Scholes option-pricing model should be used to calculate the fair value per warrant and that the resulting number of warrants to be issued should have a fair value in the aggregate equal to $11.5 million. Accordingly, the company determined the value per warrant to be approximately $2.48 based on the Black-Scholes model and issued a total of 4,631,121 warrants. As of December 31, 2002, 25,675 of these warrants had been exercised.

In January 2000, the company issued 100,000 warrants to the banks that were party to the company’s then primary credit facility. Each warrant is exercisable for one share of the company’s common stock at an exercise price of $0.01 per share, for a period of five years from the date of their issuance. As of December 31, 2002, 24,500 of these warrants had been exercised.

In October 1998, the company adopted a stockholder rights plan in which preferred stock purchase rights were granted as a dividend at the rate of one right for each share of common stock to stockholders of record on November 13, 1998. The plan is designed to deter coercive or unfair takeover tactics. The rights become exercisable only if a person or group in the future becomes the beneficial owner of 15% or more of Orbital’s common stock, or announces a tender or exchange offer that would result in its ownership of 15% or more of the company’s common stock. The rights are generally redeemable by Orbital’s Board of Directors at a redemption price of $0.005 per right and expire on October 31, 2008.

In 1999, the company adopted an Employee Stock Purchase Plan (“ESPP”) for employees of the company. The ESPP has semi-annual offering periods beginning on January 1 and July 1 and allows employees to purchase shares of stock at the lesser of 85% of the fair market value of shares at the beginning or the end of the offering period. During the three years ended December 31, 2002, employees purchased approximately 2.7 million shares of Orbital’s common stock under the ESPP.

The company issued 200,000, 200,000, and 50,000 stock appreciation rights in 2002, 2001, and 2000, respectively. The 2002 rights expire in March 2003, the 2001 grants expired in 2002, and the 2000 grants expired in 2001. Payment is dependent on appreciation of the company’s common stock over the vesting period. The company’s stock has not appreciated above the targeted level and, accordingly, no compensation expense has been recorded for these stock appreciation rights.

In July 2002, the company issued 200,000 restricted shares of common stock to an officer of the company. In connection with the issuance, the company recorded $1.1 million of deferred compensation in stockholders’ equity that is being amortized to compensation expense through December 31, 2003.

As of December 31, 2002, the company’s 1997 Stock Option and Incentive Plan, as amended (the “1997 Plan”), provided for awards of up to 10.6 million incentive or non-qualified stock options and shares of restricted stock to employees, directors, consultants and advisors of the company and its subsidiaries. Under the terms of the 1997 Plan, options may not be issued at less than 100% of the fair market value of the company’s common stock on the date of grant. Options under the 1997 Plan vest at a rate set forth by the Board of Directors in each individual option agreement, generally in one-third increments over a three-year period following the date of grant. Options expire no more than ten years following the grant date. The 1997 Plan provides for automatic grants of non-qualified stock options to nonemployee directors of the company. The company also has options outstanding that were issued pursuant to two predecessor plans to the 1997 Plan.

In the fourth quarter of 2002, the company offered a stock option exchange program to certain employees, pursuant to which 1,185,513 options previously granted under the 1997 Plan each with an exercise price greater than $12.25 per common share were cancelled. The company has agreed to grant up to 680,208 new options at a date after six months from the cancellation date of the prior options.

The following two tables summarize information regarding the company’s stock options for the last three years:

At December 31, 2002, the company had a defined contribution plan (the “Plan”) generally covering all full-time employees. Company contributions to the Plan are made based on certain plan provisions and at the discretion of the Board of Directors, and were $4.9 million, $6.1 million and $5.0 million during 2002, 2001 and 2000, respectively. The company’s 2002 contributions consisted of approximately 1.1 million shares of company common stock, which employees are permitted to exchange into other investment alternatives. In addition, the company has a deferred compensation plan for senior managers and executive officers. At December 31, 2002 and 2001, liabilities related to this plan totaling $4.2 million and $4.8 million, respectively, were included in accrued expenses.

The following is a summary of selected quarterly financial data for the previous two years (in thousands, except share data). Certain reclassifications have been made to prior quarter financial data to conform to the presentation used in the December 31, 2002 consolidated financial statements.

(1)

In the fourth quarter of 2001, revenue, gross profit and operating income include a $13.0 million favorable adjustment as a result of a contract settlement reached with a customer in connection with the company’s X-34 program. In the second quarter of 2001, operating income was favorably impacted by the $3.4 million reversal of a provision for uncollectible receivables recorded in 2000 related to the X-34 program. In the third and fourth quarters, operating income was negatively impacted by $2.4 million and $3.0 million, respectively, of litigation- related settlement charges.

The information required by this Item is included in Item 4A above and under the caption “Election of Directors — Directors to be Elected at the 2003 Annual Meeting, — Directors Whose Terms Expire in 2004 and — Directors Whose Terms Expire in 2005” and “Section 16(a) Beneficial Ownership Reporting Compliance” of our definitive Proxy Statement to be filed pursuant to Regulation 14A on or about March 21, 2003 and is incorporated herein by reference.

The information required by this Item is included under the captions “Summary Compensation Table,” “Option Grants in Last Fiscal Year,” “Aggregated Option Exercises During 2002 and December 31, 2002 and Fiscal Year-End Option Values,” “Indemnification Agreements,” “Executive Employment Agreements” and “Information Concerning the Board and Its Committees” of our definitive Proxy Statement to be filed pursuant to Regulation 14A on or about March 21, 2003 and is incorporated herein by reference.

The information required by this Item is included under the caption “Ownership of Common Stock” of our definitive Proxy Statement to be filed pursuant to Regulation 14A on or about March 21, 2003 and is incorporated herein by reference.

The information required by this Item is included under the captions “Related Transactions” and “Equity Compensation Plan Information” of our definitive Proxy Statement to be filed pursuant to Regulation 14A on or about March 21, 2003 and is incorporated herein by reference.

Within 90 days of the filing date of this report, the company carried out an evaluation, under the supervision and with the participation of the company’s management, including the company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the company’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the company in the reports that the company files under the Exchange Act is accumulated and communicated to management, including the company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. There have been no significant changes in the company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any significant actions regarding any deficiencies.

1. Financial Statements. The following financial statements, together with the reports of independent accountants are filed as a part of this report:


	A. Reports of Independent Accountants

	B. Consolidated Statements of Operations

	C. Consolidated Balance Sheets

	D. Consolidated Statements of Stockholders’ Equity

	E. Consolidated Statements of Cash Flows

	F. Notes to Consolidated Financial Statements

2. Financial Statements of 50% Owned Subsidiaries and Financial Statement Schedules.


	The following additional financial data are transmitted with this report and should be read in conjunction with the consolidated financial statements contained herein. Schedules other than those listed below have been omitted because they are inapplicable or are not required.


	Report of Independent Accountants on Financial Statement Schedule

	Schedule II — Valuation and Qualifying Accounts

	Financial Statements of Orbital Imaging Corporation as of December 31, 2002 and for the year then ended (unaudited)

	Financial Statements of Orbital Imaging Corporation as of December 31, 2001 and 2000 and for each of the three years in the period ended December 31, 2001, together with report of independent accountants

	Financial Statements of ORBCOMM Global, L.P. as of December 31, 2000 and 1999 and for each of the two years in the period ended December 31, 2000, together with report of independent accountants

3. Exhibits. A complete listing of exhibits required is given in the Exhibit Index that precedes the exhibits filed with this report.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	By:	/s/ David W. Thompson



	David W. Thompson Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

1.		I have reviewed this annual report on Form 10-K of Orbital Sciences Corporation;

2.		Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.		Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)		designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

	c)		presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)		all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

1.		I have reviewed this annual report on Form 10-K of Orbital Sciences Corporation;

2.		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.		Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)		designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

	c)		presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

/s/ Garrett E. Pierce
Garrett E. Pierce
Vice Chairman and Chief Financial Officer

Our audit of the consolidated financial statements referred to in our report dated February 14, 2003 appearing in this Annual Report on Form 10-K also included an audit of the financial statement schedule as of and for the years ended December 31, 2002, 2001 and 2000 listed in Item 15(a)(2) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
FORM 10-K FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(In thousands)

ORBITAL IMAGING CORPORATION
(DEBTOR-IN-POSSESSION)
BALANCE SHEET
DECEMBER 31, 2002
(In thousands, except share data)
(unaudited)

The accompanying notes are an integral part of these unaudited financial statements.

ORBITAL IMAGING CORPORATION
(DEBTOR-IN-POSSESSION)
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2002
(In thousands, except share data)
(unaudited)

(1)

All potentially dilutive securities, such as preferred stock subject to repurchase, warrants and stock options, are antidilutive for the period presented.

The accompanying notes are an integral part of these unaudited financial statements.

ORBITAL IMAGING CORPORATION
(DEBTOR-IN-POSSESSION)
STATEMENT OF STOCKHOLDERS’ DEFICIT
(In thousands, except share data)
(unaudited)

The accompanying notes are an integral part of these unaudited financial statements.

ORBITAL IMAGING CORPORATION
(DEBTOR-IN-POSSESSION)
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2002
(In thousands)
(unaudited)

The accompanying notes are an integral part of these unaudited financial statements.

ORBITAL IMAGING CORPORATION
(DEBTOR-IN-POSSESSION)
NOTES TO FINANCIAL STATEMENTS
(unaudited)

Orbital Imaging Corporation (“ORBIMAGE” or the “Company”), a Delaware corporation, is a global provider of Earth imagery products and services. ORBIMAGE is developing an integrated system of digital remote sensing satellites, U.S. and international ground stations and Internet-based sales channels to collect, process and distribute Earth imagery products.

On April 5, 2002, ORBIMAGE filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court for the Eastern District of Virginia. The Company had previously announced publicly that it intended to take such action in furtherance of its plan to reorganize and had been in negotiations with its bondholders, holders of its Series A Preferred Stock and Orbital Sciences Corporation (“Orbital”), its majority stockholder. Under Chapter 11, prosecution of certain claims (“Pre-Petition Claims”) against ORBIMAGE in existence prior to the filing of the petition are stayed by operation of the Federal bankruptcy laws while ORBIMAGE continues business operations as Debtor-in-Possession and attempts to develop a plan of reorganization.

Pre-Petition Claims are reflected in the December 31, 2002 balance sheet as liabilities subject to compromise. Additional claims may be determined by the Bankruptcy Court (or agreed to by parties in interest) subsequent to the filing date as a result of the Company’s rejection of executory contracts, including leases, and allowed claims for contingencies and other disputed amounts, which would also be classified as liabilities subject to compromise in the balance sheet. The liabilities in the accompanying balance sheets do not include all such additional claims which may arise subsequent to December 31, 2002. Claims secured against the Company’s assets also are stayed by operation of law, although the holders of such claims have the right to move the court for relief from the stay.

On June 19, 2002, the Official Committee of Unsecured Creditors (the “Creditors Committee”) appointed in the bankruptcy proceeding filed a motion in the Bankruptcy Court for authority to conduct discovery against Orbital under Federal Rules of Bankruptcy Procedure 2004. The stated purpose of the Creditors Committee in seeking such discovery was to investigate the details of ORBIMAGE’s relationship and transactions with Orbital in order to reveal whether claims were warranted against Orbital or certain of its directors, officers and former officers on theories that might include, among others, wrongful control and domination, breach of fiduciary duty, breach of contract, fraud and misrepresentation.

On July 24, 2002, ORBIMAGE initiated an adversary proceeding in the Bankruptcy Court by filing a complaint seeking damages and other relief from Orbital due to, among other things,

breach of the satellite System Procurement Agreement between the two parties, conversion of property, breach of fiduciary duty, fraud and misrepresentation, and civil conspiracy in connection with various transactions with Orbital and MacDonald, Dettwiler and Associates Ltd. (“MDA”), Orbital’s former subsidiary. The complaint also named certain officers/directors of Orbital as defendants in connection with certain of the claims. The Bankruptcy Court ordered that the majority of the claims against Orbital be referred to resolution by binding arbitration in accordance with the arbitration provisions of the procurement agreement between ORBIMAGE and Orbital.

On February 11, 2003, ORBIMAGE signed a Settlement Agreement with the Creditors’ Committee and Orbital that is intended to facilitate ORBIMAGE’s emergence from its Chapter 11 reorganization proceeding. Under the Settlement Agreement, ORBIMAGE agreed to suspend its pending litigation with Orbital in exchange for additional working capital and other consideration to be provided by Orbital. The Settlement Agreement provides for mutual releases of all claims among the parties, including the Company and a significant majority of its bondholders and preferred stockholders, Orbital, and certain officers/directors of Orbital. The releases will be effective upon launch of the OrbView-3 satellite by Orbital and payment by Orbital of $2.5 million to the Company (the “Orbital Payment”). In exchange, Orbital will receive new notes that are equal to the Orbital Payment and rank pari passu with the new notes to be issued to the Company’s pre-bankruptcy unsecured creditors provided the final reorganization plan is consistent with the Settlement Agreement. If the final plan is materially inconsistent with the Settlement Agreement, Orbital will have priority in right of payment over the unsecured creditors. As part of the Settlement Agreement, if OrbView-3 is not launched by April 30, 2003 or on-orbit check out is not successfully completed by July 31, 2003, Orbital will pay ORBIMAGE delay penalties. Orbital also agreed to defer certain payment obligations of ORBIMAGE and to forgive others, the details of which are discussed in Note 4 below. ORBIMAGE obtained formal approval of the Settlement Agreement from the Bankruptcy Court on February 19, 2003.

The RadarSat-2 Territorial License Agreement with MDA required ORBIMAGE to pay MDA $5.0 million on July 2, 2002 and $5.0 million on December 31, 2002. ORBIMAGE has not made either of these payments and disputes that such payments are actually due. The parties intend to resolve this issue as part of ORBIMAGE’s financial restructuring. Accordingly, no liability has been recorded for these amounts at December 31, 2002. ORBIMAGE’s relationship with MDA is currently the subject of negotiations between the parties and disputes in the bankruptcy process. There can be no assurance as to the outcome of the discussions.

In addition to the issues surrounding its bankruptcy filing, ORBIMAGE’s operations are subject to certain risks and uncertainties that are inherent in the remote sensing industry. ORBIMAGE has incurred losses since its inception, and management believes that it will continue to do so through the first year of OrbView-3 operations. As of December 31, 2002, ORBIMAGE had $6.3 million of unrestricted cash and cash equivalents. ORBIMAGE’s liquidity has been, and continues to be, constrained. ORBIMAGE is negotiating a financial restructuring, as discussed below, which will be required in order to provide adequate liquidity for operations through the launch and on-orbit verification of its OrbView-3 satellite, which is expected to be launched during the second quarter of 2003. ORBIMAGE defaulted on its senior

notes during the year; therefore, all amounts relating to its senior notes have been classified as current liabilities in the accompanying financial statements. ORBIMAGE’s ability to continue as a going concern is dependent on restructuring its senior notes (including the conversion of a substantial portion of the senior notes to equity) pursuant to an approved plan of reorganization, a timely and successful launch of the OrbView-3 satellite currently under construction, and obtaining additional liquidity to meet its capital requirements.

During 2002, ORBIMAGE funded its capital requirements for operations through cash from operations combined with cash on hand and insurance proceeds from the launch failure of its OrbView-4 satellite. Management expects that the financial restructuring described in its plan of reorganization will generate sufficient additional liquidity to satisfy ORBIMAGE’s capital and operating requirements through a successful launch of OrbView-3, but must obtain additional liquidity to meet its capital and operating requirements beyond the launch. If ORBIMAGE is unable to achieve its plan, it may be forced to liquidate its assets for significantly less than their current carrying value and its financial position and results of operations would be materially and adversely impacted.

The OrbView-2 satellite was launched on August 1, 1997, and completed its on-orbit checkout in October 1997. ORBIMAGE recognized revenues related to the OrbView-2 satellite of $9.8 million for the year ended December 31, 2002. The OrbView-4 satellite suffered a launch failure in September 2001 and did not reach its intended orbit. The OrbView-3 satellite is currently expected to be launched in the second quarter of 2003 and will provide one-meter panchromatic and four-meter multispectral imagery of the Earth. The imagery provided by OrbView-3 is expected to have a broad range of applications for U.S. and foreign national security and many commercial and scientific markets. ORBIMAGE acquired the current RadarSat Territorial License in February 2001, which granted ORBIMAGE exclusive marketing rights in the United States for RadarSat-2 imagery. RadarSat-2 is currently expected to be launched in the second quarter of 2004 and will provide high-resolution commercial radar imagery (see Note 1).

As of April 5, 2002, the date of the Company’s voluntary petition for reorganization under Chapter 11, ORBIMAGE adopted the financial reporting and accounting policies required for companies operating pursuant to Chapter 11 as prescribed in the American Institute of Certified Public Accountant’s Statement of Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” (“SOP 90-7”). In accordance with SOP 90-7, ORBIMAGE has classified in the accompanying balance sheet as of December 31, 2002 liabilities subject to compromise separately from those that are not subject to compromise. ORBIMAGE has reported separately in the accompanying statement of operations for the year

ended December 31, 2002, revenues, expenses, gains and losses relating to the reorganization.

The balance sheet as of December 31, 2002 and the related statements of operations, of stockholders’ deficit and of cash flows for the year then ended have not been audited or reviewed by any independent accountant.

The preparation of financial statements in conformity with general accepted accounting principles requires management to make estimates and assumptions that affect the amount reported in its financial statements and accompanying notes. Actual results could differ from these estimates.

ORBIMAGE’s principal source of revenue is the sale of satellite imagery to customers, value-added resellers and distributors. Such sales often require ORBIMAGE to provide imagery over the term of a multi-year sales contract. Accordingly, ORBIMAGE recognizes revenues on imagery contracts on a straight-line basis over the delivery term of the contract. Deferred revenue represents receipts in advance of the delivery of imagery. Revenue for other services is recognized as services are performed.

ORBIMAGE recognizes revenue on the contracts to construct OrbView-3 distributor ground stations and contracts to provide image-processing services using the percentage-of-completion method of accounting. Revenue on these contracts is recognized based on costs incurred in relation to total estimated costs. Revenues recognized in advance of becoming billable are recorded as unbilled receivables. Such amounts generally do not become billable until after OrbView-3 becomes operational with the individual ground stations. To the extent that estimated costs of completion are adjusted, revenue and profit recognized from a particular contract will be affected in the period of the adjustment. Anticipated contract losses are recognized as they become known.

Compensation expense for employee stock-based compensation plans is measured using the intrinsic value-based method of accounting prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.” Compensation expense is recognized over the vesting period for stock option grants to employees that have market values in excess of the strike price. To the extent that ORBIMAGE grants stock options to non-employee consultants or advisors, ORBIMAGE records costs equal to the fair value of the options granted as of the measurement date as determined using a Black-Scholes model.

The following table illustrates the effect on net loss if the fair value method of accounting for stock-based compensation had been applied for the year ended December 31, 2002 (in thousands, except per share amounts):

ORBIMAGE considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

Financial instruments which potentially subject ORBIMAGE to concentrations of credit risk consist principally of temporary cash investments. ORBIMAGE places its temporary cash investments with high credit quality financial institutions which invest primarily in U.S. Government instruments guaranteed by banks or savings and loan associations which are members of the FDIC.

ORBIMAGE’s policy is to review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ORBIMAGE recognizes an impairment loss when the sum of expected undiscounted net future cash flows is less than the carrying amount of the assets. The amount of the impairment is measured as the difference between the asset’s estimated fair value and its book value. Fair market value is determined primarily using the projected future cash flows discounted at a rate commensurate with the risk involved.

On January 1, 2002, ORBIMAGE adopted SFAS No. 142, “Goodwill and Other Intangible Assets,” which eliminated the amortization of goodwill and other intangibles with indefinite useful lives unless the intangible asset is impaired. ORBIMAGE performed an impairment test of its goodwill and determined that no impairment of recorded goodwill existed at December 31, 2002. Intangible assets that have finite useful lives continue to be amortized over those useful lives.

ORBIMAGE recognizes income taxes using the asset and liability method. Under this

method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The deferred tax assets are reviewed periodically for recoverability and valuation allowances are provided as necessary.

ORBIMAGE purchased the OrbView-1, OrbView-3 and OrbView-4 satellites, the OrbView-2 License and the ground system assets from Orbital pursuant to the System Procurement Agreement, discussed in Note 4 below. ORBIMAGE is purchasing the RadarSat-2 Territorial License pursuant to a separate agreement with MDA. Amortization of the capitalized costs begins when the assets are placed in service. Capitalized costs include the cost of any applicable launch insurance.

Depreciation and amortization are provided using the straight-line method as follows:

In June 2002, the Financial Accounting Standards Board issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” SFAS No. 146 generally requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. The provisions of SFAS 146 are applicable to exit or disposal activities initiated after December 31, 2002. OBIMAGE has not completed its assessment or evaluation of SFAS 146.

In December 2002, the Financial Accounting Standards Board issued SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure, an amendment of FASB Statement No. 123.” SFAS No. 148 amended SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 related to disclosures about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The disclosure provisions of SFAS No. 148 are applicable to interim or annual periods that end after December 15, 2002, and as such have been incorporated into the December 31, 2002 financial statements.

ORBIMAGE was initially established as a wholly-owned subsidiary of Orbital. In 1997, ORBIMAGE issued preferred stock to private investors to fund a significant portion of the remaining costs of existing projects (the “Private Placement”). During 1997, ORBIMAGE also executed certain contracts with Orbital whereby all assets and liabilities of Orbital’s operating division, ORBIMAGE, were sold to ORBIMAGE at historical cost.

ORBIMAGE had three significant contracts with Orbital at the beginning of 2002: (i) the ORBIMAGE System Procurement Agreement dated November 18, 1996, as amended (the “System Procurement Agreement”), (ii) the OrbView-2 License Agreement dated May 8, 1997 (the “OrbView-2 License”), and (iii) the Amended and Restated Administrative Services Agreement dated May 8, 1997 (the “Administrative Services Agreement”).

ORBIMAGE did not incur costs under the System Procurement Agreement for the year ended December 31, 2002. As of December 31, 2002, $4.4 million of costs previously incurred under the System Procurement Agreement remain outstanding. The System Procurement Agreement further requires the Company to pay Orbital $1.5 million upon the successful on-orbit checkout of OrbView-3 and to pay Orbital annual on-orbit incentive payments based upon operational performance of up to $2.25 million on each of the first five anniversaries of OrbView-3, for a total of $11.25 million. Under the terms of the Settlement Agreement discussed in Note 1 above, once OrbView-3 is launched, Orbital is required to make a payment of $2.5 million to ORBIMAGE, and Orbital agrees to discharge the $4.4 million obligation discussed above, and to defer the $1.5 million milestone payment until one year from the date of acceptance by ORBIMAGE of the OrbView-3 system. In addition, the maximum amount of the annual post-launch on-orbit payments to Orbital would be reduced from $2.25 million to $1.125 million on each of the first five anniversaries of OrbView-3, for a total of $6.375 million.

If the OrbView-3 launch has not occurred by April 30, 2003 and the cause of any delay in launch is other than force majeure (as defined in the System Procurement Agreement), the terms of the Settlement Agreement require that Orbital will pay ORBIMAGE daily delay penalties of $16,430, payable beginning May 1, 2003 until Launch has occurred. If launch has occurred and OrbView-3 has achieved its intended orbit but acceptance by ORBIMAGE of the OrbView-3 System as provided in the System Procurement Agreement has not occurred by the earlier of 90 days after launch or July 31, 2003, Orbital will pay ORBIMAGE daily delay penalties of

$16,430, unless the delay is due to force majeure, any problems arising out of the ORBIMAGE software and equipment or work that ORBIMAGE agrees to perform in connection with OrbView-3 System on-orbit checkout, or if on-orbit checkout and acceptance is impossible due to an on-orbit failure. Orbital’s maximum aggregate liability for delay penalties is $5.0 million.

Under the OrbView-2 License Agreement, Orbital has granted an exclusive worldwide license to ORBIMAGE to use and sell OrbView-2 imagery. Pursuant to the terms of the OrbView-2 License Agreement, Orbital assigned to ORBIMAGE all amounts that are due or become due to Orbital under a contract Orbital had with NASA to deliver OrbView-2 imagery, and ORBIMAGE has sole responsibility for operating and controlling the OrbView-2 satellite. This contract expired on December 19, 2002. Effective December 20, 2002, ORBIMAGE executed a new contract to provide OrbView-2 imagery to NASA.

Under the Administrative Services Agreement, ORBIMAGE paid Orbital for office space and other administrative services, as well as certain direct and indirect operating services provided by Orbital. The Administrative Services Agreement was terminated on March 31, 2002. ORBIMAGE incurred costs of approximately $0.3 million under the Administrative Services Agreement for the year ended December 31, 2002. ORBIMAGE owes Orbital a maximum of $2.4 million under the Agreement as of December 31, 2002, which is included in liabilities subject to compromise as of that date. As part of the Settlement Agreement, ORBIMAGE and Orbital have executed a sublease agreement which permits ORBIMAGE to continue subleasing its current office space from Orbital through April 2005.

In 1998, ORBIMAGE entered into an agreement with MDA, then a Canadian subsidiary of Orbital, under which ORBIMAGE acquired the exclusive worldwide distribution rights for the RadarSat-2 satellite imagery (the “RadarSat-2 License”). Under the RadarSat-2 License, MDA would own and operate the RadarSat-2 satellite, and would provide operations, data reception, processing, archiving and distribution services to ORBIMAGE. The Company’s acquisition of the RadarSat-2 License was to cost $60.0 million, of which $30.0 million was paid in 1999. The remaining payments were not to exceed $15.0 million in 2001, $10.0 million in 2002 and $5.0 million upon the successful on-orbit checkout of RadarSat-2. The RadarSat-2 License Agreement was terminated on February 9, 2001 and replaced with a new RadarSat-2 Territorial License agreement (the “RadarSat-2 Territorial License”), pursuant to which MDA granted to ORBIMAGE an exclusive territorial license to distribute and sell RadarSat-2 imagery in the United States for $40.0 million. The $30.0 million of RadarSat-2 payments previously remitted to MDA under the original RadarSat-2 License agreement were applied to the $40.0 million license fee under the RadarSat-2 Territorial License. The License required ORBIMAGE to pay the remaining $10.0 million license fee obligation in two equal installments of $5.0 million each on July 2, 2002 and December 31, 2002. ORBIMAGE has not made either of these payments and disputes that such payments are actually due. Negotiations are ongoing with respect to a new Agreement as part of ORBIMAGE’s financial restructuring, but there can be no assurance as to its content or timing. No amounts have been accrued by ORBIMAGE at December 31, 2002. The impact of any financial restructuring is not determinable at present.

ORBIMAGE is also obligated under the RadarSat-2 Territorial License to pay 60 percent of the operating costs for RadarSat-2, up to a maximum of $6.0 million per year, following the

Due to continued delays in the completion of OrbView-3 and RadarSat-2, the entry of competitors in markets served by ORBIMAGE and the effect of terrorism activities on Federal funding for scientific imagery applications, ORBIMAGE evaluated the recoverability of its remaining satellites and ground station assets pursuant to SFAS No. 144. Accordingly, ORBIMAGE adjusted the carrying value of the satellites and related ground station assets to their most likely estimated fair values based on anticipated future discounted cash flows, resulting in the following non-cash impairment charge for the year ended December 31, 2002 (in thousands):

For the year ended December 31, 2002, there were no material differences between net loss as reported and comprehensive income (loss).

The computations of basic and diluted loss per common share were as follows for the year ended December 31, 2002 (in thousands, except share data):

Property, plant and equipment consisted of the following at December 31, 2002 (in thousands):

Depreciation and amortization expense was $1.4 million for the year ended December 31, 2002.

Satellites and related rights consisted of the following at December 31, 2002 (in thousands):

Satellite depreciation and amortization expense was $3.6 million for the year ended December 31, 2002.

ORBIMAGE recorded no income tax expense for the year ended December 31, 2002. The effective income tax rate varied from the statutory U.S. Federal income tax rate for the year ended December 31, 2002 because of the following differences:

The primary components of ORBIMAGE’s federal deferred tax assets and liabilities were as follows (in thousands):

The increase in valuation allowance is principally the result of current year operating losses. Management believes it is more likely than not that its existing deferred tax assets will not be realized. As of December 31, 2002, ORBIMAGE had net operating loss carryforwards totaling $183.6 million, which expire beginning the year ending December 31, 2014. Such net operating loss carryforwards are subject to certain limitations and other restrictions.

As of December 31, 2002, liabilities subject to compromise (see Note 1) were as follows (in thousands):

On February 25, 1998, ORBIMAGE issued 150,000 units consisting of senior notes and 1,312,746 warrants for common stock, raising net proceeds of approximately $144.6 million. The gross proceeds of the units offering of $150.0 million were allocated: $142.1 million to the senior notes and $7.9 million to the value of the warrants recorded as a debt discount. On April 22, 1999, ORBIMAGE completed an add-on debt offering of senior notes raising net proceeds of approximately $68.1 million. The debt discount and issuance costs are amortized using the interest method as an adjustment to interest expense over the term of the senior notes resulting in an effective yield of approximately 13.4%. As of December 31, 2002, the senior notes had a fair value of approximately $45 million as estimated by quoted market prices. Interest on ORBIMAGE’s senior notes due 2005 accrues at a rate of 11.625% per annum and is payable semi-annually in arrears on March 1 and September 1.

At December 31, 2001, ORBIMAGE was in default with regard to the senior notes because ORBIMAGE did not make the scheduled interest payments for that year. On February 10, 2002, the senior noteholders received approximately $28.4 million of insurance proceeds as payment of the outstanding interest on the senior notes, which cured the payment default. This payment included interest on the overdue installments of interest which was payable at a rate of 12.625 percent per annum. The Company made a partial payment of $5.9 million to the senior noteholders in conjunction with the March 1, 2002 semiannual interest payment on March 31, 2002, but was in default again on its interest obligations under the senior notes by $7.2 million with regard to that payment.

The holders of 25% of the face value of either offering of senior notes may accelerate the principal and accrued interest due with respect to their class of senior notes at any time due to an uncured payment default.

The senior notes mature on March 1, 2005. ORBIMAGE is not required to make mandatory redemption or sinking fund payments with respect to the senior notes. However, ORBIMAGE may be obligated, under certain circumstances, to make an offer to purchase: (i) all outstanding senior notes at a redemption price of 101% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages (if any) to the date of purchase, upon a change of control, and (ii) outstanding senior notes with a portion of the net proceeds of certain asset sales at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages (if any) to the date of the purchase.

The indenture for the senior notes restricts, among other things, ORBIMAGE’s ability to pay cash dividends.

ORBIMAGE recorded interest expense for the period from January 1, 2002 to April 5, 2002. In accordance with SOP 90-7, interest expense is not recorded during the Chapter 11 proceedings except to the extent that it is probable that it will be allowed. Management does not believe it is probable that interest expense incurred during the Chapter 11 proceedings will be allowed, and therefore no interest expense for the period from April 6, 2002 through December 31, 2002 has been recorded. If ORBIMAGE had recorded interest expense for the period from April 6, 2002 through December 31, 2002, interest expense for the year ended December 31, 2002 would have increased by approximately $22.0 million.

In conjunction with the issuance of the senior notes, ORBIMAGE incurred debt financing costs which had been deferred and amortized over the term of the senior notes. Such amortization was reported as a component of interest expense. As a result of the Chapter 11 filing, ORBIMAGE has ceased amortizing these costs. The remaining unamortized costs of $4.5 million are included in goodwill, intangibles and deferred costs in the accompanying balance

The rights of the senior noteholders are subject to change if the plan of reorganization is confirmed by the Bankruptcy Court.

ORBIMAGE’s employees participate in the Orbital Imaging Corporation Retirement Savings Plan, as amended, a defined contribution plan (the “Plan”) in accordance with Section 401(k) of the Internal Revenue code of 1986, as amended. The Company’s contributions to the Plan are made based on certain plan provisions and at the discretion of the Board of Directors. ORBIMAGE’s annual contribution expense was $0.2 million for the year ended December 31, 2002.

Total rental expense under operating leases was $0.2 million for the year ended December 31, 2002. Aggregate minimum rental commitments under non-cancelable operating leases (primarily for office space and equipment) as of December 31, 2002 were as follows (in thousands):

ORBIMAGE has authorized 10,000,000 shares of $0.01 par value preferred stock, of which: (a) 2,000,000 shares of the Series A preferred stock have been authorized, of which 975,349 shares were issued and outstanding as of December 31, 2002; (b) 2,000,000 shares of the Series B preferred stock have been authorized, none of which have been issued and (c) 2,000,000 shares of the Series C preferred stock have been authorized, none of which have been issued.

The Series A preferred stock is assigned a stated value of $100 per share and is entitled to a cumulative dividend of 12% per annum payable semi-annually on May 1 and November 1 of each year, in cash or, in lieu thereof, payable in-kind in shares of Series A preferred stock on the basis of 120 shares of Series A preferred stock for each 1,000 shares of Series A preferred stock outstanding. To date, all dividends have been paid in-kind. As of December 31, 2002, cumulative preferred stock dividends in arrears totaled 50,393 shares.

Series A holders have certain preferences upon dividend distributions, distributions upon liquidation or distributions upon merger, consolidation or sale of assets over the holders of Series B preferred stock (if and when issued), Series C preferred stock (if and when issued), the common holders and any other class of stock ranking junior to the Series A preferred stock.

Each Series A holder is entitled to such number (rounded to the nearest whole number) of votes as such Series A holder would be entitled if such Series A holder had converted its Series A preferred stock into shares of common stock.

The Series A holders have the option, at any time, or from time to time, to convert their Series A preferred stock into fully paid and non-assessable shares of common stock. The number of shares of common stock issued upon such conversion will be determined by multiplying each Series A holder’s number of Series A preferred stock by a fraction, the numerator of which is the Series A preferred stock Stated Value and the denominator of which is a conversion price, subject to anti-dilutive adjustments. The per share conversion price is currently $4.17. Mandatory conversion of the Series A preferred stock into shares of common stock shall occur upon the earliest of any one of the following events to take place:

	•		the closing, under certain circumstances, of a public offering of the common stock;

	•		the culmination of a 180-day period in which the average price of the common stock exceeds a certain level relative to the conversion price; or

	•		the proposed sale of no less than 70% of the common stock on a fully diluted basis.

Although not redeemable at the option of the holders, ORBIMAGE has certain obligations to the Series A holders upon a “change of control” as deemed in the stock purchase agreement. If a change of control occurs before the latest of:

	•		the successful on-orbit checkout of OrbView-3,

	•		the closing of an initial public offering that meets certain criteria, or

	•		the end of a 180-day period in which the average price of the common stock exceeds a certain level relative to the conversion price of the Series A preferred stock,

then ORBIMAGE must offer to purchase, subject to the rights of the holders of the senior notes, all outstanding shares of Series A preferred stock for a purchase price of 101% of the liquidation

The activity in the preferred stock subject to repurchase was as follows for the year ended December 31, 2002 (dollars in thousands):

As a result of the Chapter 11 filing, ORBIMAGE did not accrue any dividends after April 5, 2002, the date of the Chapter 11 filing.

The rights of the Series A holders are subject to change if the plan of reorganization is confirmed by the Bankruptcy Court.

In connection with the units offering on February 25, 1998, ORBIMAGE issued 150,000 warrants, which entitle the holders to acquire 1,312,746 shares of ORBIMAGE’s common stock. The warrants were exercisable as of December 31, 2002 at a price is $0.01 per share. Each warrant entitles the holder to buy 8.75164 shares of common stock. The warrants expire on March 1, 2005.

The rights of the holders of the warrants are subject to change if the plan of reorganization is confirmed by the Bankruptcy Court.

Through ORBIMAGE’s stock option plan, as amended (the “Plan”), ORBIMAGE may issue to its employees, Orbital’s employees, consultants or advisors incentive or non-qualified options to purchase up to 4,800,000 shares of ORBIMAGE’s common stock. Under the Plan, stock options may not be granted with an exercise price less than 85% of the stock’s fair market value at the date of the grant as determined by the Board of Directors. ORBIMAGE’s options generally vest in one-third increments over either a two-year or a three-year period. The maximum term of an option is 10 years.

The following table summarizes the activity relating to the Plan for the year ended December 31, 2002:

No options were granted for the year ended December 31, 2002. As of December 31, 2002, the weighted average remaining contractual life of the options outstanding was 5.48 years.

The rights of the option holders are subject to change if the plan of reorganization is confirmed by the Bankruptcy Court.

ORBIMAGE operated as a single segment for the year ended December 31, 2002. ORBIMAGE recognized revenues related to contracts with the National Aeronautics and Space Administration of approximately $7.3 million for the year ended December 31, 2002, representing approximately 47% of total revenues recognized during 2002.

As of December 31, 2001 and 2000
and for the Three Years in the Period Ended December 31, 2001

In our opinion, the accompanying balance sheets and the related statements of operations, of stockholders’ equity and of cash flows present fairly, in all material respects, the financial position of Orbital Imaging Corporation at December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has experienced continuing operating losses, defaulted on its senior notes and requires a financial restructuring to meet its capital and operating requirements. These matters raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

ORBITAL IMAGING CORPORATION
STATEMENTS OF OPERATIONS
(In thousands, except share data)

ORBITAL IMAGING CORPORATION
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(In thousands, except share data)

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. ORBIMAGE has incurred losses since its inception, and management believes that it will continue to do so for the foreseeable future. As of December 31, 2001, ORBIMAGE had $13.4 million of unrestricted cash and cash equivalents. Current liabilities exceeded current assets by $223.5 million at December 31, 2001, and its accumulated deficit was $277.9 million on that date. ORBIMAGE’s liquidity has been, and continues to be, constrained. ORBIMAGE is negotiating a financial restructuring, as discussed below, that will be required in order to provide adequate liquidity for operations through the launch and on-orbit verification of its OrbView-3 satellite, which is expected to be launched during the fourth quarter of 2002. ORBIMAGE defaulted on its senior notes during the year; therefore, all amounts relating to its senior notes have been classified as current liabilities in the accompanying financial statements. ORBIMAGE’s ability to continue as a going concern is dependent on restructuring its senior notes (including the conversion of a substantial portion of the senior notes to equity) pursuant the filing of a petition and a plan of reorganization (“POR”) under Chapter 11 of the Bankruptcy Code, a timely and successful launch of the OrbView-3 satellite currently under construction, and a restructuring of the Company’s obligations with respect to the RadarSat-2 License, as discussed below. Negotiations are ongoing among ORBIMAGE, Orbital, the preferred stockholders and noteholders with respect to a new Agreement, but there can be no assurance as to its content or timing.

During 2001, ORBIMAGE funded its capital requirements for operations through cash from operations combined with cash on hand, advances from Orbital and insurance proceeds from the launch failure of its OrbView-4 satellite. Management expects that the financial restructuring strategy described below will generate sufficient additional liquidity to satisfy ORBIMAGE’s capital and operating requirements for 2002. If ORBIMAGE is unable to achieve its plan, it may be forced to liquidate its assets for significantly less than their current carrying value and its financial position and results of operations would be materially and adversely impacted.

On February 15, 2001, ORBIMAGE announced that it would not make the $13.1 million interest payment scheduled to be made on March 1, 2001 to the holders of its senior notes, and

that it had retained a financial advisor to assist in, among other things, restructuring these notes. ORBIMAGE is also having discussions with Orbital Sciences Corporation (“Orbital”), ORBIMAGE’s majority shareholder, in pursuit of additional sources of liquidity to meet its funding needs. As of March 31, 2001, ORBIMAGE was in default on its senior notes. ORBIMAGE also did not make the $13.1 million interest payment scheduled to be made on September 1, 2001. On September 20, 2001, ORBIMAGE reached an Agreement with an informal committee representing the holders of approximately 75 percent of the senior notes to undertake a financial restructuring, which was to include filing a petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code with a POR. Certain key investors in ORBIMAGE’s Series A preferred stock and Orbital also agreed to the terms of the Agreement.

The Agreement was subject to certain conditions, including filing the petition for reorganization by December 15, 2001 and the POR by January 31, 2002, and approval of the plan no later than October 31, 2002. The unsuccessful launch of OrbView-4, described in Note 5 below, has resulted in these conditions not being met, and thus the Agreement is no longer in force. Negotiations are ongoing with respect to a new Agreement, but there can be no assurance as to its content or timing.

As part of these negotiations, ORBIMAGE has offered and may agree to an additional $10 million cash incentive to be paid by the Company to Orbital Sciences Corporation (“Orbital”), its majority shareholder, as annual on-orbit incentive payments under the System Procurement Agreement between ORBIMAGE and Orbital. The timing of such incentive payments is uncertain and will depend on the outcome of the negotiations. In addition, ORBIMAGE has offered to pay back to Orbital $5 million in launch penalties that Orbital paid to the Company in 2001 under the System Procurement Agreement by issuing a new subordinated note to Orbital that would mature at the time of its senior notes.

Under the current RadarSat-2 Territorial License Agreement with MacDonald Detwiller and Associates (“MDA”), a former subsidiary of Orbital, ORBIMAGE is obligated to pay MDA $5 million on July 2, 2002 and another $5 million on December 31, 2002, or the Company may lose all rights under that License for which it has already invested $30 million. ORBIMAGE is in discussions with MDA to extend those payment dates to up to October 1, 2003 and April 1, 2004, respectively, but there can be no assurance as to the outcome of the discussions.

The impact of any financial restructuring or bankruptcy filing is not determinable at present.

The OrbView-2 satellite was launched on August 1, 1997, and completed its on-orbit checkout in October 1997. ORBIMAGE recognized revenues related to the OrbView-2 satellite of $11.2 million, $10.6 million and $10.5 million for the years ended December 31, 2001, 2000 and 1999, respectively. The OrbView-4 satellite suffered a launch failure in September 2001 and did not reach its intended orbit. The OrbView-3 satellite is currently expected to be launched in the fourth quarter of 2002 and will provide one-meter panchromatic and four-meter multispectral imagery of the Earth. The imagery provided by OrbView-3 is expected to have a broad range of

applications for U.S. and foreign national security and many commercial and scientific markets. ORBIMAGE acquired the current RadarSat Territorial License in February 2001, which granted ORBIMAGE exclusive marketing rights in the United States for RadarSat-2 imagery. RadarSat-2 is currently expected to be launched in late 2003 and will provide high-resolution commercial radar imagery.

A substantial part of ORBIMAGE’s administrative services, including information systems and human resources, was provided to ORBIMAGE by Orbital pursuant to the Administrative Services Agreement.

Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (“SFAS 123”) requires companies to recognize as expense the fair value of all

stock-based awards on the date of grant or continue to apply the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”), and provide pro forma net income (loss) disclosures for employee stock option grants as if the fair-value-based method defined in SFAS 123 had been applied. ORBIMAGE has elected to continue to apply the provision of APB 25 and provide the pro forma disclosure provisions of SFAS 123. Compensation expense is recognized over the vesting period for stock option grants to employees that have market values in excess of the strike price. To the extent that ORBIMAGE grants stock options to non-employee consultants or advisors, ORBIMAGE records costs equal to the fair value of the options granted as of the measurement date as determined using a Black-Scholes model.

ORBIMAGE considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

ORBIMAGE’s policy is to review its long-lived assets, including goodwill, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. ORBIMAGE recognizes an impairment loss when the sum of expected undiscounted net future cash flows is less than the carrying amount of the assets. The amount of the impairment is measured as the difference between the asset’s estimated fair value and its book value.

ORBIMAGE recognizes income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The deferred tax assets are reviewed periodically for recoverability and valuation allowances are provided as necessary.

ORBIMAGE purchased the OrbView-1, OrbView-3 and OrbView-4 satellites, the OrbView-2 License and the ground system assets from Orbital pursuant to the System Procurement Agreement, discussed in Note 4 below. ORBIMAGE is purchasing the RadarSat-2 Territorial License pursuant to a separate agreement with MacDonald, Dettwiler and Associates Ltd. (“MDA”), a former subsidiary of Orbital. Amortization of the capitalized costs begins when the assets are placed in service. Capitalized costs include the cost of launch insurance.

Depreciation and amortization are provided using the straight-line method as follows:

Prior to 2001, ORBIMAGE had capitalized interest costs in connection with the construction of satellites and related ground segments and systems. The capitalized interest was recorded as part of the historical cost of the asset to which it related and will be amortized over the asset’s useful life when placed in service. Interest capitalization was discontinued in 2001 because all significant expenditures relating to the construction of the satellites were made. Capitalized interest totaled $28.8 million and $23.7 million for the years ended December 31, 2000 and 1999, respectively.

In July 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No.142 supersedes APB Opinion No. 17, “Intangible Assets,” and requires the discontinuance of goodwill amortization. In addition, SFAS No.142 includes provisions regarding the reclassification of certain existing recognized intangibles as goodwill, reassessment of the useful lives of existing recognized intangibles, reclassification of certain intangibles out of previously reported goodwill and the testing for impairment of existing goodwill and other intangibles. SFAS No.142 is required to be applied for fiscal years beginning after December 15, 2001, with certain early adoption permitted. ORBIMAGE will adopt SFAS No. 142 for its first fiscal quarter of 2002, and does not expect the adoption to have a material effect on its financial condition or results of operations.

In October 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.” SFAS No. 144 addresses financial accounting and reporting for the impairment of long-lived assets and for long-lived assets to be disposed of. However, SFAS No. 144 retains the fundamental provisions of SFAS No. 121 for recognition and measurement of the impairment of long-lived assets to be held and used, and measurement of long-lived assets to be disposed of by sale. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. ORBIMAGE is in the process of assessing the effect of adopting SFAS No. 144.

ORBIMAGE had three significant contracts with Orbital at the beginning of 2000 which are still in effect: (i) the ORBIMAGE System Procurement Agreement dated November 18, 1996, as amended (the “System Procurement Agreement”), (ii) the OrbView-2 License Agreement dated May 8, 1997 (the “OrbView-2 License”), and (iii) the Amended and Restated Administrative Services Agreement dated May 8, 1997 (the “Administrative Services Agreement”).

Under the System Procurement Agreement, ORBIMAGE purchased (i) the OrbView-1 satellite, (ii) an exclusive license entitling ORBIMAGE to all of the economic rights and benefits of the OrbView-2 satellite, (iii) the OrbView-3 satellite and launch service, (iv) the OrbView-4 satellite and launch service and (v) the ground system assets used to command and control the satellites as well as receive and process imagery. Pursuant to the System Procurement Agreement through December 31, 2001, ORBIMAGE committed to purchase various satellites, rights and ground systems for approximately $279.9 million, net of $31.0 million to be funded by the U.S. Air Force through a contract with Orbital. The System Procurement Agreement originally called for the OrbView-3 satellite to be constructed and launched before OrbView-4; however, continuing schedule delays resulted in OrbView-4 being constructed and delivered first. ORBIMAGE incurred costs of $4.4 million, $4.8 million and $33.0 million for the years ended December 31, 2001, 2000 and 1999, respectively, under the System Procurement Agreement and currently owes Orbital $4.4 million under that Agreement. Under the System Procurement Agreement, the Company is to pay Orbital $1.5 million upon the successful checkout of OrbView-3. Further, the Company is obligated to pay Orbital annual on-orbit incentive payments based upon operational performance of up to $2.25 million on each of the first five anniversaries of OrbView-3, for a total of $11.25 million.

The System Procurement Agreement was amended in June 2000 to provide among other things for Orbital to pay ORBIMAGE a $2.5 million cash penalty if OrbView-4 was not launched by May 31, 2001, and an additional $2.5 million cash penalty if neither OrbView-3 nor OrbView-4 was launched by July 31, 2001. Orbital made both launch penalty payments in cash to ORBIMAGE as of December 31, 2001.

Under the OrbView-2 License Agreement, Orbital has granted an exclusive worldwide license to ORBIMAGE to use and sell OrbView-2 imagery. Pursuant to the terms of the OrbView-2 License Agreement, Orbital has assigned to ORBIMAGE all amounts that are due or become due to Orbital under a contract Orbital has with NASA to deliver OrbView-2 imagery, and ORBIMAGE has sole responsibility for operating and controlling the satellite.

Under the Administrative Services Agreement, ORBIMAGE is paying Orbital for office space and other administrative services, as well as certain direct and indirect operating services

provided by Orbital. ORBIMAGE incurred costs of approximately $1.4 million, $2.7 million and $2.1 million for the years ended December 31, 2001, 2000 and 1999, respectively, under the Administrative Services Agreement and currently owes Orbital $2.5 million under that Agreement. The parties have agreed to terminate the Administrative Services Agreement on March 31, 2002.

In 1998, ORBIMAGE entered into an agreement with MDA, then a Canadian subsidiary of Orbital, under which ORBIMAGE acquired the exclusive worldwide distribution rights for the RadarSat-2 satellite imagery (the “RadarSat-2 License”). Under the RadarSat-2 License, MDA would own and operate the RadarSat-2 satellite, and would provide operations, data reception, processing, archiving and distribution services to ORBIMAGE. ORBIMAGE’s acquisition of the RadarSat-2 License was to cost $60.0 million, of which $30.0 million was paid in 1999. The remaining payments were not to exceed $15.0 million in 2001, $10.0 million in 2002 and $5.0 million upon the successful on-orbit checkout of RadarSat-2. The RadarSat-2 License Agreement was terminated on February 9, 2001 and replaced with a new RadarSat-2 Territorial License agreement (the “RadarSat-2 Territorial License”), pursuant to which MDA granted to ORBIMAGE an exclusive territorial license to distribute and sell RadarSat-2 imagery in the United States for $40.0 million. The $30.0 million of RadarSat-2 payments previously remitted to MDA under the original RadarSat-2 License agreement were applied to the $40.0 million license fee under the RadarSat-2 Territorial License. The remaining $10.0 million license fee obligation is to be paid by ORBIMAGE in two equal installments of $5.0 million each on July 2, 2002 and December 31, 2002. If ORBIMAGE is unable to make either installment payment of the remaining license fee obligation, it may lose all rights with respect to the RadarSat-2 Territorial License and have to write off its prior payments of $30 million under the original RadarSat-2 License Agreement. ORBIMAGE is also obligated to pay 60 percent of the operating costs for RadarSat-2, up to a maximum of $6.0 million per year, following the launch of the satellite. Negotiations are ongoing with respect to a new Agreement, but there can be no assurance as to its content or timing. The impact of any financial restructuring or bankruptcy filing are not determinable at present.

In conjunction with the renegotiation of the RadarSat-2 Territorial License, on February 9, 2001, ORBIMAGE and Orbital entered into a purchase agreement whereby Orbital agreed to purchase receivables from ORBIMAGE in the future for an aggregate purchase price of $10.0 million (the “Purchase Agreement”). Orbital is obligated to make up to two $5.0 million cash purchases of receivables to coincide with the payment dates set forth in the RadarSat-2 Territorial License. Orbital’s obligation to make each purchase under the Purchase Agreement is conditioned, among other things, on ORBIMAGE notifying Orbital of its inability to make such payments to MDA due to financial hardship and ORBIMAGE having receivables sufficient to sell to Orbital in the amount of the payment.

For the year ended December 31, 2001, ORBIMAGE recorded revenue of $0.3 million on contracts with Orbital.

During 2001, ORBIMAGE recorded a $138.0 million charge consisting of $91.5 million related to the unsuccessful launch of OrbView-4, net of insurance recoveries, and $46.5 million related to the impairment of the carrying value of the remaining satellites and related ground stations.

In September 2001, ORBIMAGE purchased insurance coverage for the combined risk of launch, satellite checkout and on-orbit satellite operations with respect to OrbView-4. ORBIMAGE paid $2.8 million to purchase insurance coverage of approximately $13.1 million. An additional $50 million of insurance coverage was purchased by ORBIMAGE on behalf of the senior note holders. One of the members of the informal committee of holders of the senior notes loaned ORBIMAGE the funds necessary to purchase such additional insurance coverage for approximately $12.7 million (the “Bridge Loan”). Interest accrued on the Bridge Loan at an annual rate of 13.625%. ORBIMAGE was also required to pay a 20% commitment fee to the Bridge Loan lender out of the proceeds to be received by the senior noteholders.

On September 21, 2001, the OrbView-4 satellite suffered a launch failure and did not achieve its intended orbit. Accordingly, ORBIMAGE wrote off the value of OrbView-4 as well as the portion of the ground station assets that were directly related to the operation of OrbView-4. ORBIMAGE wrote off $144.2 million for OrbView-4 and an additional $10.5 million for the related ground station assets. These losses were offset by proceeds from insurance of $63.1 million. The components of the loss are summarized as follows (in thousands):

ORBIMAGE received $63.1 million of insurance proceeds from the OrbView-4 loss in December 2001. It used $15.7 million of the proceeds to payoff the Bridge Loan, related accrued interest and the commitment fee to the Bridge Loan lender. Additional insurance proceeds of $34.3 million were deposited with the trustee of the senior notes and are reflected on the balance sheet as restricted cash. The use of these proceeds is restricted to debt service payments to the senior noteholders. On February 10, 2002, the senior noteholders received approximately $28.4 million of the proceeds as payment of the outstanding interest on the senior notes. Further, restricted cash of $5.9 million is currently held by the trustee and is expected to be applied as a partial payment to the March 1, 2002 interest obligation on the senior notes. The remaining $13.1 million of the insurance proceeds were classified as unrestricted cash on the balance sheet.

Due to continued delays in the completion of OrbView-3 and RadarSat-2, the entry of competitors in markets served by ORBIMAGE and the potential effect of recent terrorism activities on Federal funding for scientific imagery applications, ORBIMAGE evaluated the recoverability of its remaining satellites and ground station assets pursuant to SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.” Accordingly, ORBIMAGE adjusted the carrying value of the satellites and related ground station assets to their estimated fair values based on anticipated future discounted cash flows, resulting in the following non-cash impairment charges which were recorded in 2001 (in thousands):

For the years ended December 31, 2001, 2000 and 1999, there were no material differences between net loss as reported and comprehensive income (loss).

The computations of basic and diluted loss per common share were as follows (in thousands, except share data):

Depreciation and amortization totaled $3.3 million, $3.4 million and $3.2 million for the years ended December 31, 2001, 2000 and 1999, respectively.

Satellite depreciation and amortization totaled $7.4 million, $8.6 million and $8.6 million for the years ended December 31, 2001, 2000 and 1999, respectively.

The effective income tax rate varied from the statutory U.S. Federal income tax rate because of the following differences:

The primary components of ORBIMAGE’s federal deferred tax assets and liabilities were as follows (in thousands):

The increase in valuation allowance is principally the result of current year operating losses. Management believes it is more likely than not that its existing deferred tax assets will not be realized. As of December 31, 2001, ORBIMAGE had net operating loss carryforwards totaling $173.7 million, which expire beginning the year ending December 31, 2013. Such net operating loss carryforwards are subject to certain limitations and other restrictions.

On February 25, 1998, ORBIMAGE issued 150,000 units consisting of senior notes and 1,312,746 warrants for common stock, raising net proceeds of approximately $144.6 million. The gross proceeds of the units offering of $150.0 million were allocated: $142.1 million to the senior notes and $7.9 million to the value of the warrants recorded as a debt discount. On April 22, 1999, ORBIMAGE completed an add-on debt offering of senior notes raising net proceeds of approximately $68.1 million. The debt discount and issuance costs are amortized using the interest method as an adjustment to interest expense over the term of the senior notes resulting in an effective yield of approximately 13.4%. As of December 31, 2001, the senior notes had a fair value of approximately $45 million as estimated by quoted market prices. Interest on ORBIMAGE’s senior notes due 2005 accrues at a rate of 11.625% per annum and is payable semi-annually in arrears on March 1 and September 1.

At December 31, 2001, ORBIMAGE was in default with regard to the senior notes because ORBIMAGE did not make the scheduled March 1, 2001 and September 1, 2001 interest payments. On February 10, 2002, the senior noteholders received approximately $28.4 million

of the insurance proceeds as payment of the outstanding interest on the senior notes, which cured the payment default. This payment included interest on the overdue installments of interest which was payable at a rate of 12.625 percent per annum. The Company intends to make a partial payment of $5.9 million to the senior noteholders in conjunction with the March 1, 2002 semiannual interest payment, but expects to be in default again on its interest obligations under the senior notes by $7.2 million with regard to that payment. The holders of 25% of the face value of either offering of senior notes may accelerate the principal and accrued interest due with respect to their class of senior notes at any time due to an uncured payment default.

The indenture for the senior notes restricts, among other things, ORBIMAGE’s ability to pay cash dividends.

ORBIMAGE’s employees participate in the Orbital Imaging Corporation Retirement savings Plan, as amended, a defined contribution plan (the “Plan”) in accordance with Section 401(k) of the Internal Revenue code of 1986, as amended. ORBIMAGE’s contributions to the Plan are made based on certain plan provisions and at the discretion of the Board of Directors. For the years ended December 31, 2001, 2000 and 1999, ORBIMAGE’s contribution expense was $0.2 million, $0.2 million and $0.5 million, respectively.

Total rental expense under operating leases was $0.2 million, $0.2 million and $0.1 million for the years ended December 31, 2001, 2000 and 1999, respectively. Aggregate minimum rental commitments under non-cancelable operating leases (primarily for office space and equipment) as of December 31, 2001 were as follows (in thousands):

ORBIMAGE has authorized 10,000,000 shares of $0.01 par value preferred stock, of which: (a) 2,000,000 shares of the Series A preferred stock have been authorized, of which 975,349 shares were issued and outstanding as of December 31, 2001; (b) 2,000,000 shares of the Series B preferred stock have been authorized, none of which have been issued and (c) 2,000,000 shares of the Series C preferred stock have been authorized, none of which have been issued.

The Series A preferred stock is assigned a stated value of $100 per share and is entitled to a cumulative dividend of 12% per annum payable semi-annually on May 1 and November 1 of each year, in cash or, in lieu thereof, payable in-kind in shares of Series A preferred stock on the basis of 120 shares of Series A preferred stock for each 1,000 shares of Series A preferred stock outstanding. To date, all dividends have been paid in-kind. As of December 31, 2001, cumulative preferred stock dividends in arrears totaled 19,507 shares.

	•		the closing, under certain circumstances, of a public offering of the common stock;

	•		the culmination of a 180-day period in which the average price of the common stock exceeds a certain level relative to the conversion price; or

	•		the proposed sale of no less than 70% of the common stock on a fully diluted basis.

	•		the successful on-orbit checkout of OrbView-3,

	•		the closing of an initial public offering that meets certain criteria, or

	•		the end of a 180-day period in which the average price of the common stock exceeds a certain level relative to the conversion price of the Series A preferred stock,

then ORBIMAGE must offer to purchase, subject to the rights of the holders of the senior notes, all outstanding shares of Series A preferred stock for a purchase price of 101% of the liquidation amount of the stock.

The activity in the preferred stock subject to repurchase was as follows for the years ended December 31, 1999, 2000 and 2001 (dollars in thousands):

In connection with the units offering on February 25, 1998, ORBIMAGE issued 150,000 warrants, which entitle the holders to acquire 1,312,746 shares of ORBIMAGE’s common stock. The warrants were exercisable as of December 31, 2001 at a price is $0.01 per share. Each warrant entitles the holder to buy 8.75164 shares of common stock. The warrants expire on March 1, 2005.

As of December 31, 2001, the weighted-average remaining contractual life of the options outstanding was 6.54 years.

Had ORBIMAGE determined compensation expense based on the fair value at the grant date for its stock options in accordance with the fair value method prescribed by SFAS 123, ORBIMAGE’s pro forma net loss and pro forma basic loss per common share would have been approximately $182.1 million and $7.22, respectively, for the year ended December 31, 2001, $11.0 million and $1.01, respectively, for the year ended December 31, 2000 and $7.7 million and $0.82, respectively, for the year ended December 31, 1999. Pro forma diluted loss per common share for the years ended December 31, 2001, 2000 and 1999 would be the same as the pro forma basic loss per share shown above since all potentially dilutive securities are antidilutive and are excluded due to the net loss for each year presented. Pro forma net loss as stated above is not necessarily representative of the effects of reported net income (loss) for future years due to, among other things, the vesting period of the stock options and the fair value of the additional stock options in future years.

ORBIMAGE used the Black-Scholes options pricing model for the year ended December 31, 2001, 2000 and 1999 for options issued to employees and directors to determine the pro forma impact to its net loss. This model utilizes certain information, such as the interest rate on a risk-free security maturing generally at the same time as the option being valued, and requires certain assumptions, such as the expected amount of time an option will be outstanding until it is exercised or it expires, to calculate the weighted-average fair value per share of stock options granted. The assumptions used to determine the pro forma impact for the years ended December 31, 2001, 2000 and 1999 were as follows:

The fair value of the options granted to employees and directors during the years ended December 31, 2001, 2000 and 1999 were estimated at $1.42 per share, $3.26 per share and $2.69 per share, respectively. Compensation expense recognized during each of the years ended December 31, 2001, 2000 and 1999 on stock options granted to employees was not material.

ORBIMAGE operated as a single segment for the years ended December 31, 2001, 2000 and 1999. ORBIMAGE recognized revenues related to contracts with the National Aeronautics and Space Administration of approximately $8.7 million, $9.0 million and $9.4 million for the years ended December 31, 2001, 2000 and 1999, respectively, representing approximately 46%, 37% and 51%, respectively, of total revenues recognized during those years.

ORBCOMM GLOBAL, L.P.
(DEBTOR-IN-POSSESSION)
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

The accompanying notes are an integral part of these consolidated financial statements.

ORBCOMM GLOBAL, L.P.
(DEBTOR-IN-POSSESSION)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(IN THOUSANDS)

The accompanying notes are an integral part of these consolidated financial statements.

ORBCOMM GLOBAL, L.P.
(DEBTOR-IN-POSSESSION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

The accompanying notes are an integral part of these consolidated financial statements.

ORBCOMM GLOBAL, L.P.
(DEBTOR-IN-POSSESSION)
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL (DEFICIT)
(IN THOUSANDS)

The accompanying notes are an integral part of these consolidated financial statements.

ORBCOMM GLOBAL, L.P.
(DEBTOR-IN-POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In 1993, Teleglobe Mobile Partners (“Teleglobe Mobile”), a partnership established by affiliates of Teleglobe Inc. (“Teleglobe”), and Orbital Communications Corporation (“Orbital Communications”), a majority owned subsidiary of Orbital Sciences Corporation (“Orbital”), formed ORBCOMM Global, L.P. (“ORBCOMM” or the “Company”), a Delaware limited partnership. Orbital Communications and Teleglobe Mobile also formed two marketing partnerships, ORBCOMM USA, L.P. (“ORBCOMM USA”) and ORBCOMM International Partners, L.P. (“ORBCOMM International”), to market services using the ORBCOMM low-earth orbit satellite-based data communication system (the “ORBCOMM System”) in the United States and internationally, respectively. In 1995, the Company became a general and limited partner in ORBCOMM USA with a 98% participation interest and Orbital Communications’ direct partnership interest was reduced to 2% and Teleglobe Mobile’s direct partnership interest was eliminated entirely. Simultaneously, the Company became a general and limited partner in ORBCOMM International with a 98% participation interest and Teleglobe Mobile’s direct partnership interest was reduced to 2% and Orbital Communications’ direct partnership interest was eliminated entirely.

Effective as of January 1, 2000, ORBCOMM entered into an agreement with Teleglobe, Teleglobe Mobile, Orbital and Orbital Communications (the “Omnibus Agreement”) pursuant to which Teleglobe Mobile became the Company’s sole general partner and majority owner, with an equity interest of approximately 64% as of January 1, 2000 (approximately 68% as of December 31, 2000), and Orbital Communications remained a limited partner, with a minority ownership equity interest of approximately 36% as of January 1, 2000 (approximately 32% as of December 31, 2000).

On January 26, 2000, Orbital Communications and Teleglobe Mobile each contributed to the Company its 2% direct participation interest in ORBCOMM USA and ORBCOMM International, respectively (the “Merger”). As a result of the Merger, these companies ceased doing business as separate entities and the Company assumed their business operations. The participation interests contributed to ORBCOMM represented net liabilities of $353,000 and $63,000 for ORBCOMM USA and ORBCOMM International, respectively, which have been accounted for as distributions to Orbital Communications and Teleglobe Mobile.

In February 1999, the Company formed ORBCOMM Investment Corporation, a Delaware corporation, as a wholly owned unrestricted subsidiary for the purpose of making strategic investments in the Company’s existing and prospective international service licensees, other service distributors and various third parties. In April 1999, the Company and ORBCOMM Enterprises Corporation, a Delaware corporation and wholly owned subsidiary of the Company, formed ORBCOMM Enterprises, L.P., a Delaware limited partnership (“ORBCOMM Enterprises”), as an unrestricted subsidiary of the Company for the purpose of marketing and distributing the Company’s monitoring, tracking and messaging services to customers and developing applications with respect thereto.

On September 15, 2000, the Company along with seven of its subsidiaries (collectively the “Debtor”) filed petitions for relief under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) (Case Nos. 00-3636 through 00-3643). Under Chapter 11, prosecution of certain claims (“Pre-Petition Claims”) against the Debtor in existence prior to the filing of the petition for relief are stayed by operation of the Federal bankruptcy laws while the Debtor continues business operations as Debtor-in-Possession and attempts to develop a

plan of reorganization. As of December 31, 2000, the Company had not developed its plan of reorganization pursuant to Chapter 11.

Pre-Petition Claims are reflected in the December 31, 2000, consolidated balance sheet as Liabilities subject to compromise. Additional claims may be determined by the Bankruptcy Court (or agreed by parties in interest) subsequent to the filing date as a result of the Company’s rejection of executory contracts, including leases, and allowed claims for contingencies and other disputed amounts, which will also be classified as Liabilities subject to compromise in the consolidated balance sheets. The liabilities in the accompanying consolidated balance sheets do not include all such additional claims which may arise subsequent to December 31, 2000. Claims secured against the Debtor’s assets (“Secured Claims”) also are stayed by operation of law, although the holders of such claims have the right to move the court for relief from the stay. Secured Claims are secured primarily by liens on the Debtor’s property, plant, and equipment.

In February 2001, the Company filed a motion with the Bankruptcy Court to approve bidding procedures for, and ultimately the sale of, all or substantially all of the Debtor’s assets, or alternatively to convert the cases to cases under Chapter 7 of the United States Bankruptcy Code in the event no sale was consummated.

On February 28, 2001, the Company entered into an asset purchase agreement (the “Agreement”) with the bidder that was determined to have made the highest and best bid during the auction process, Advanced Communications Technologies, Inc. (“ACT”). Pursuant to the Agreement, ACT agreed to purchase substantially all the assets of the Company and its subsidiaries excluding cash and cash equivalents on hand and certain other assets including any undrawn Teleglobe Holding Corporation (“Teleglobe Holding”) Debtor-in-Possession Financing proceeds (see Note 6) as of the closing date. The sale to ACT was not consummated.

On April 9, 2001, the Company announced it had reached a tentative asset sale agreement to sell substantially all the assets of the Company and its subsidiaries excluding cash and cash equivalents on hand as of the closing date with International Licensees, LLC (“International Licensees”), subject to finalizing certain terms and conditions, definitive documentation and International Licensees’ investors’ approval. International Licensees is a consortium consisting of certain international licensees and other business partners of the Company. The consideration to be paid at closing consists of $2,000,000 in cash and a $5,000,000 promissory note to be paid by International Licensees for distribution to Teleglobe Holding. In addition, upon confirmation of a consensual liquidating plan of reorganization, the Company will receive 5% of the equity of a company to be formed by International Licensees to effect the purchase and $6,500,000 of Orbital common stock subject to a valuation mechanism. This consideration will be distributed in accordance with the terms of the liquidating plan of reorganization. The sale is subject to Bankruptcy Court approval. There is no certainty at this time that either the sale to International Licensees will be consummated or that the contemplated liquidating plan of reorganization will be confirmed and consummated.

ORBCOMM was formed to develop, construct, operate and market the ORBCOMM System. The space assets currently consist of a constellation of 35 in-orbit satellites, 30 of which are operational and in commercial service at December 31, 2000. The ground and control assets consist of gateways strategically located throughout the world and the facilities to monitor and manage all network elements. In addition, ORBCOMM operates a network control center, which is designed to support the full constellation of ORBCOMM System satellites. The subscriber assets consist of various models of subscriber units, some of which are intended for general use, while others are designed to support specific applications.

Construction and operation of communications satellites in the United States requires licenses from the Federal Communications Commission (the “FCC”). Orbital Communications has been granted full operational authority for the ORBCOMM System by the FCC. Similar licenses are required from foreign regulatory authorities to permit ORBCOMM System services to be offered outside the United States. Primary responsibility for obtaining licenses outside the United States resides with entities who become international licensees.

In January 2000, Orbital Communications agreed to file an application with the FCC to transfer to the Company the FCC licenses held by Orbital Communications with respect to the ORBCOMM System if an aggregate of $75,000,000 in additional capital contributions or similar equity investments were made to the Company by any entity after January 1, 2000 and provided the Company stays current with its obligations to Orbital. During 2000, capital contributions or similar equity investments exceeding $75,000,000 were made to the Company. However, an application to transfer the FCC licenses to the Company has not yet been filed due to the Company’s failure to stay current with its obligations to Orbital. The proposed sale to International Licensees contemplates that, subject to certain conditions, Orbital Communications will transfer the FCC licenses to a company to be formed by International Licensees to hold the FCC licenses.

In addition to the issues surrounding its bankruptcy filing, the Company’s operations are subject to certain risks and uncertainties that are inherent in the satellite communication industry. The Company has suffered recurring losses from operations and has a net partners’ capital deficiency. During 2000, adequate funding was not received from Teleglobe or other sources. The Company expects to have continuing losses until completion of the Company’s bankruptcy case occurs, at which time the Company expects to dissolve.

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States. These statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Prior to the Merger in January 2000 and pursuant to the terms of the relevant partnership agreements: (i) Teleglobe Mobile controlled the operational and financial affairs of ORBCOMM International; and (ii) Orbital Communications controlled the operational and financial affairs of ORBCOMM USA. Since the Company was unable to control, but was able to exercise significant influence over, ORBCOMM International’s and ORBCOMM USA’s operating and financial policies, the Company accounted for its investments in ORBCOMM International and ORBCOMM USA using the equity method of accounting. Therefore, ORBCOMM’s proportionate share of the net income and losses of each of ORBCOMM USA and ORBCOMM International was recorded under the caption “Equity in net losses of affiliates” in its consolidated financial statements. ORBCOMM’s investment in each of ORBCOMM USA and ORBCOMM International was carried at cost, and was subsequently adjusted for the proportionate share of the net income and losses, additional capital contributions and distributions under the caption “Investments in and advances to affiliates.” As a result of the Merger, ORBCOMM USA and ORBCOMM International ceased doing business as separate entities and ORBCOMM assumed their business operations.

Accordingly, ORBCOMM’s consolidated financial statements include ORBCOMM USA’s and ORBCOMM International’s assets, liabilities and operating revenues and expenses beginning after the Merger. The Merger resulted in non-cash changes in balance sheet accounts as follows (in thousands):

As of September 15, 2000, the date of the Company’s petition for protection under Chapter 11, the Company adopted the financial reporting and accounting policies required for companies operating pursuant to Chapter 11 as prescribed in the American Institute of Certified Public Accountant’s Statement of Position 90-7 “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” (“SOP 90-7”). In accordance with SOP 90-7, the Company has classified in the accompanying consolidated balance sheets as of December 31, 2000, liabilities subject to compromise separately from those that are not subject to compromise. The Company has reported separately in the accompanying consolidated statements of operations and comprehensive loss for the year ended December 31, 2000, revenues, expenses, gains and losses relating to the reorganization.

The Company recorded interest expense for the period from January 1, 2000 through September 15, 2000. In accordance with SOP 90-7, interest expense is not recorded during the Chapter 11 proceedings except to the extent that it is probable that it will be allowed. The Company’s management does not believe it is probable that interest expense incurred during the Chapter 11 proceedings will be allowed and therefore no interest expense for the period from September 16, 2000 through December 31, 2000 has been recorded. If the Company had recorded interest expense for the period from September 16, 2000 through December 31, 2000, interest expense for the year ended December 31, 2000 would have increased by approximately $6,900,000.

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Inventory is stated at the lower of cost or market and primarily consists of subscriber units available for sale to customers. Cost is computed on a specific identification basis.

During 2000, the Company determined that certain inventory would not be realizable. The Company recorded inventory write-downs aggregating $16,459,000 in 2000, which have been classified as a component of cost of product sales in the accompanying consolidated statements of operations and comprehensive loss.

The Company depreciates its operational assets over their estimated economic useful life using the straight-line method as follows:

The Company’s policy is to review its long-lived assets, including its Mobile Communications Satellite System, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company recognizes impairment losses when the sum of the undiscounted expected future cash flows is less than the carrying amount of the

assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair value of the assets. With regard to satellites, the Company recognizes impairment losses on a satellite-by-satellite basis.

During 2000, the Company assessed its long-lived assets for impairment and concluded, as a result of certain events, including the Company’s Chapter 11 filing, that certain long-lived assets were impaired. The Company recorded an impairment loss of $334,837,000 in 2000 to reduce the carrying value of these long-lived assets to their estimated fair value. The Company’s estimate of the fair value was based on the expected proceeds to be received from the sale of the assets of the Company and its subsidiaries.

Other assets principally consisted of deferred debt issuance costs. These costs were amortized over the term of the related debt and such amortization was reported as a component of interest expense and other financial charges. As a result of the Chapter 11 filing, the Company recorded a non-cash charge to expense of $3,868,000 for deferred debt issuance costs having no future benefit.

The Company uses the equity method of accounting for its investments in and earnings of affiliates in which the Company has the ability to exercise significant influence over, but does not control, such affiliates’ operations. In accordance with the equity method of accounting, the Company’s carrying amount of an investment in an affiliate is initially recorded at cost, and is increased to reflect its share of the affiliate’s income and reduced to reflect its share of the affiliate’s losses. The Company’s investment is also increased to reflect contributions to, and decreased to reflect distributions received from, the affiliate. Investments in which the Company does not have the ability to exercise significant influence over operating and financial policies are accounted for under the cost method of accounting.

On December 22, 2000, the Company completed the sale of Dolphin Software Services ULC (“DSS”), a wholly owned subsidiary, to Terion Acquisition Corporation (“Terion”) for $1,000,000, which was received in 2001. The Company recorded a loss on the sale of $617,000.

The Company periodically reviews the underlying value of its investments by comparing their carrying amount to their net recoverable amount. The determination of the net recoverable amount consists of evaluating forecasted income and cash flows. Any impairment of such value is written off to expense.

During 2000, the Company assessed its investments in affiliates for impairment and concluded as a result of certain events, including the Company’s Chapter 11 filing, that certain investments in affiliates were impaired. The Company recorded an impairment loss of $4,579,000 in 2000 to reduce the carrying value of these investments in affiliates to their estimated fair value. The Company’s estimate of the fair value was based on the expected proceeds to be received from the sale of the assets of the Company and its subsidiaries.

In January 2001, the Company sold its investment in Aeris Communications, Inc. for $1,000,000. Because the Company had reduced the carrying value of this investment from $3,000,000 to $1,000,000 in 2000, the Company will recognize no gain or loss as a result of the sale in 2001.

In 1998, the Company acquired the assets of Dolphin Software Systems, Inc. (“Dolphin”). Goodwill, which represented the excess of costs over the fair value of identifiable assets acquired from Dolphin, was amortized on a straight-line basis over 10 years.

The Company periodically reviewed the underlying value of its goodwill by comparing its carrying amount to its net recoverable amount. The determination of the net recoverable amount consisted of evaluating forecasted income and cash flows. Any impairment of such value was written off to expense. As a result of the sale of DSS to Terion, all goodwill was written off and included as a component of the $617,000 loss on the sale.

As of December 31, 1999, Teleglobe Mobile and Orbital Communications were both general and limited partners in the Company and each partner’s limited and general partner accounts were combined into one single capital account and presented as such in the consolidated balance sheets and consolidated statements of partners’ capital (deficit).

As of December 31, 2000 and pursuant to the terms of the Omnibus Agreement (see Note 1), the Company’s sole general partner and majority owner, Teleglobe Mobile, had an equity interest of approximately 68% and the limited partner, Orbital Communications, had a minority ownership equity interest of approximately 32%.

Prior to January 1, 2000, revenue from product sales was generally recognized when products were shipped or when customers accepted the products, depending on contractual terms. Service revenues were generally recognized when services were rendered. License fees from service license or similar agreements were generally accounted for as deferred revenues and recognized ratably over the term of the agreements.

In December 1999, the Securities and Exchange Commission (the “SEC”) issued “Staff Accounting Bulletin No. 101, Revenue Recognition” (“SAB No. 101”). SAB No. 101 provides guidance on the recognition, presentation and disclosure of revenue in financial statements. The Company adopted SAB No. 101 in 2000, effective January 1, 2000. As a result, revenues from product sales and activation of subscriber units are accounted for as deferred revenues and recognized ratably over the expected customer life, generally 5 years.

Revenues from gateway sales and service license and other similar agreements are accounted for as deferred revenues and recognized ratably over the life of the related service license or similar agreements. The impact of adopting SAB No. 101, including cumulative effect, was not material to the Company’s 2000 results of operations.

The cumulative effect of adopting SAB No. 101 as of January 1, 2000 was to defer $4,549,000 of revenues primarily from gateway sales of ORBCOMM International (resulting from related revenues of $23,638,000 and related costs of $19,089,000), which was merged with the Company on January 26, 2000.

The Company has determined the functional currency of its Canadian subsidiaries, DSS and ORBCOMM Canada Inc. (“ORBCOMM Canada”) (together the “Canadian Subsidiaries”), to be the U.S. dollar. Consequently, the Canadian subsidiaries’ financial statements are remeasured into U.S. dollars on the following basis:

•

monetary assets and liabilities are remeasured at the current exchange rate;

	•		all non-monetary items that reflect prices from past transactions are remeasured using historical exchange rates, while all non-monetary items that reflect prices from current transactions are remeasured using the current exchange rate; and

	•		revenues and expenses are remeasured at the average exchange rates prevailing at the time the transactions occurred, except those expenses related to non-monetary items, which are remeasured at historical exchange rates.

Exchange gains/losses resulting from the remeasurement process are reported on the consolidated statements of operations and comprehensive loss under “Interest expense and other financial charges.”

As a partnership, Federal and state income taxes are the direct responsibility of each partner. Accordingly, no income taxes have been recorded by the Company within the accompanying consolidated financial statements.

ORBCOMM and its subsidiary, ORBCOMM DIS Corporation, formerly known as Dolphin Information Services, Inc., (“DIS”), account for stock-based compensation in accordance with Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”), which requires companies to (i) recognize as expense the fair value of all stock-based awards on the date of grant, or (ii) continue to apply the provisions of Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees” (“APB No. 25”) and provide pro forma net income (loss) data for employee stock option grants as if the fair-value-based method as defined in SFAS No. 123 had been applied. ORBCOMM and DIS elected to continue to apply the provisions of APB No. 25 and to provide the pro forma disclosure in accordance with the provisions of SFAS No. 123.

Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information” (“SFAS No. 131”), establishes standards for reporting financial information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial reports. It also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s revenues are primarily derived from customers in the United States. The Company’s operations for 2000 and 1999 constitute a single segment.

Certain amounts in the prior year’s consolidated financial statements have been reclassified to conform with the current year presentation.

(3)

MOBILE COMMUNICATIONS SATELLITE SYSTEM AND OTHER PROPERTY, PLANT AND EQUIPMENT

The Mobile Communications Satellite System and other Property, Plant and Equipment consist of the following assets:

During construction of the Mobile Communications Satellite System, the Company capitalized substantially all construction costs. The Company also capitalized a portion of the engineering direct labor costs that related to hardware and system design and development and coding of the software products that enhance the operation of the Mobile Communications Satellite System. For the year ended December 31, 1999, $559,000 of such costs were capitalized (none for the year ended December 31, 2000).

As of December 31, 2000, Liabilities subject to compromise consist of the following (in thousands):

In August 1996, the Company and ORBCOMM Global Capital Corp. issued $170,000,000 aggregate principal amount of 14% Senior Notes due 2004 with Revenue Participation Interest (the “Old Notes”). All of the Old Notes were exchanged for an equal principal amount of registered 14% Series B Senior Notes due 2004 with Revenue Participation Interest (the “Notes”). Revenue Participation Interest represents an aggregate amount equal to 5% of ORBCOMM System revenues generated from August 1996 through September 15, 2000 and is payable on the Old Notes and the Notes on each interest payment date subject to certain covenant restrictions. The Notes are fully and unconditionally guaranteed on a joint and several basis by Teleglobe Mobile and Orbital Communications, and were guaranteed by ORBCOMM USA and ORBCOMM International prior to the Merger. The guarantees are non-recourse to the shareholders and/or partners of the guarantors, limited only to the extent necessary for each such guarantee not to constitute a fraudulent conveyance under applicable law. The Indenture governing the Notes contains certain financial covenants providing for, among other things, limitations on payments and cash transfers between the credit parties and Teleglobe and Orbital, limitations on transactions between ORBCOMM and its affiliates, limitations on the incurrence of additional indebtedness and restrictions on the sale of ORBCOMM’s assets. The Indenture also imposes limitations governing the conduct of ORBCOMM’s business and creates restrictions relating to ORBCOMM’s investment activities. On August 15, 2000, due to the limited amount of funds available, the Company failed to pay an $11,900,000 interest payment due on the Notes. As a result of the Company’s nonpayment of interest and failure to successfully restructure the Notes by September 14, 2000, the last day of the grace period permitted by the Notes’

terms, the Notes were in default. On April 5, 2001, the Indenture Trustee for the Notes made demand upon Teleglobe Mobile and Orbital Communications for the amounts due and owing on the Notes.

The Company paid Orbital $54,474,000 (including $41,460,000 paid pursuant to the Omnibus Agreement as described below)and $537,000 for the years ended December 31, 2000 and 1999, respectively. Payments were made for work performed or services provided pursuant to the ORBCOMM System Design, Development, and Operations Agreement dated as of September 12, 1995 (the “1995 Procurement Agreement”), the ORBCOMM System Procurement Agreement dated as of February 1, 1999 (the “1999 Procurement Agreement”), the Administrative Services Agreement (the “Administrative Services Agreement”) dated as of January 1, 1997 (for provision of ongoing administrative support to the Company), and a Sublease Agreement dated as of February 15, 1998 for office space in Sterling, Virginia. The Administrative Services Agreement was terminated as of May 19, 2000, at the same time that the Company signed two additional Sublease Agreements with Orbital for office space in Dulles, Virginia. Teleglobe, as the guarantor under one of these Sublease Agreements, paid $1,445,000 in 2000 to Orbital on the Company’s behalf. Additionally, as of December 31, 2000 and 1999, Orbital deferred invoicing $40,753,000 and $91,300,000, respectively, under the Company’s 1995 and 1999 Procurement Agreements with Orbital. As of December 31, 2000, the Company also accrued an additional $6,500,000 under the 1995 Procurement Agreement, which is due in installments from 2001 to 2005. As of December 31, 1999, the Company accrued an additional $16,213,000 under the 1995 Procurement Agreement and the Administrative Services Agreement.

Pursuant to the Omnibus Agreement, the Company made arrangements to settle the $91,300,000 of deferred invoiced amounts as of December 31, 1999, and during the year ended December 31, 2000, the following transactions took place:

	•		On January 26, 2000, ORBCOMM paid $41,460,000 to Orbital. The funds for this payment came from an equity contribution to ORBCOMM made on that date by Teleglobe Mobile,

	•		On March 3, 2000, Orbital invoiced ORBCOMM $33,082,000 and simultaneously assigned such invoice to Orbital Communications. Orbital Communications subsequently requested that ORBCOMM convert, and ORBCOMM converted, the full amount of this invoice into an equity contribution to ORBCOMM, and

	•		The parties agreed that the remaining $16,758,000, together with accrued interest, would be paid by ORBCOMM to Orbital in two equal installments on each of March 31, 2001, and June 30, 2001. The payment due on March 31, 2001 has not been paid, and this liability has been included with the Company’s liabilities subject to compromise under the caption “Accounts payable and accrued liabilities — Orbital Sciences Corporation” (see Note 4).

In addition, in January 2000, Orbital Communications requested that ORBCOMM convert, and ORBCOMM converted, into an equity contribution to ORBCOMM $2,962,000 of invoices due to Orbital Communications pursuant to the Administrative Services Agreement and previously accrued by ORBCOMM as of December 31, 1999.

As of May 19, 2000, pursuant to the Omnibus Agreement, Teleglobe sold to ORBCOMM the business of ORBCOMM Canada, a majority owned subsidiary of Teleglobe and ORBCOMM’s international licensee for Canada, and Orbital sold to ORBCOMM the net assets of Orbital’s GEMtrak division, which ORBCOMM has operated since March 1999. As required for transactions between related parties, ORBCOMM recorded the assets and liabilities acquired in both transactions using their carryover basis. In connection with the purchase of ORBCOMM Canada, the Company assumed ORBCOMM Canada’s obligations related to $7,404,000 of preferred stock of ORBCOMM Canada held by Teleglobe and Meder Communications, which is owned by a previous officer of ORBCOMM. Such preferred stock is reflected on ORBCOMM’s consolidated balance sheets under the caption “Minority Interest.”

Certain provisions of the partnership agreement among ORBCOMM, Teleglobe Mobile, and Orbital Communications require ORBCOMM to reimburse Orbital Communications for Orbital Communications’ repurchase of certain shares of Orbital Communications’ common stock issued pursuant to the Orbital Communications’ 1998 Stock Option Plan (the “Stock Option Plan”). For the years ended December 31, 2000 and 1999, ORBCOMM reimbursed Orbital Communications $1,254,000 and $0, respectively, under the Stock Option Plan.

On September 25, 2000, the Company entered into a credit facility with Teleglobe Holding (“Debtor-in-Possession Financing” or “DIP”) permitting the Company to borrow up to an aggregate principal amount not to exceed $17,000,000 (the “Note to Teleglobe Holding”). The Note to Teleglobe Holding bears an interest rate of 17% per annum and is fully and unconditionally guaranteed on a joint and several basis by the Company and certain of its subsidiaries. As amended on October 10, 2000, the DIP matured on March 31, 2001. In connection with the proposed asset sale to International Licensees, Teleglobe Holding has agreed to extend the maturity of the DIP. As of December 31, 2000, the outstanding balance under the DIP was $13,720,000, which included $170,000 of accrued interest.

The Company paid ORBCOMM Canada, $1,335,200 and $494,000 for the years ended December 31, 2000 and 1999, respectively, pursuant to a consulting agreement dated March 18, 1998, in consideration for services provided by employees of ORBCOMM Canada.

Effective January 1, 1999, the Company commenced allocating to ORBCOMM USA and ORBCOMM International their respective share of expenses incurred by the Company on behalf of ORBCOMM USA and ORBCOMM International. For the year ended December 31, 1999, the Company allocated to ORBCOMM USA and ORBCOMM International $8,944,000 of expenses. As discussed in Note 2, in 2000, the companies ceased doing business as separate entities. Therefore, no expenses were allocated to ORBCOMM USA and ORBCOMM International for the year ended December 31, 2000.

In May 1999, ORBCOMM USA transferred approximately $700,000 of its product development assets associated with the marketing and distribution of the Company’s monitoring, tracking and messaging services and associated applications to ORBCOMM Enterprises, an entity formed by the Company to distribute value-added products and services using the ORBCOMM System.

The Company sold an aggregate of $1,212,000 of products to ORBCOMM USA and ORBCOMM International for the year ended December 31, 1999.

The carrying value of the Company’s cash and cash equivalents, receivables, prepaid expenses and accounts payable and accrued liabilities approximates fair value since all such instruments are short-term in nature. Fair value for the Company’s long-term debt is determined based on quoted market rates or other information. The table below compares the carrying and the fair value of the Company’s long-term debt as of December 31, 2000 and 1999.

During the second quarter of 1999, the Company and ORBCOMM Corporation, a Delaware corporation and wholly owned subsidiary of the Company (the “Corporation”), adopted The Amended and Restated 1999 Equity Plan of ORBCOMM Corporation and ORBCOMM Global, L.P. (the “Equity Plan”). The Equity Plan provides for grants of incentive or non-qualified stock options to purchase common stock of the Corporation to officers, employees, consultants and independent directors of the Corporation and its affiliates and to officers, employees and consultants of the Company. Under the terms of the Equity Plan, incentive or non-qualified stock options may not be granted at less than 100% of the fair market value at the date of grant. The options vest at a rate set forth in each individual option agreement, generally in full three years from the date of grant, subject to acceleration under certain conditions.

In 1999, 709,325 shares of the Corporation’s common stock were granted (none in 2000) under the Equity Plan, of which 473,900 and 65,375 were subsequently cancelled as of December 31, 2000 and 1999, respectively. All of these options have been granted at an exercise price of $14.97, which price represented the fair market value of the Corporation’s common stock on the date of grant. As of December 31, 2000 and 1999, none of these options were exercisable and the weighted-average remaining contractual life of these options was 8.67 and 9.67 years, respectively.

In 1998, DIS adopted the Dolphin Information Services, Inc. 1998 Stock Option Plan (the “DIS Plan”). The DIS Plan provided for grants of incentive or non-qualified stock options to purchase DIS common stock to officers, employees and outside directors of DIS, the Company and their respective affiliates. Under the terms of the DIS Plan, incentive stock options could not be granted at less than 100% of the fair market value of DIS common stock at the date of grant and non-qualified stock options could not be granted at less than 85% of the fair market value of DIS common stock at the date of grant. The options vested at a rate set forth in each individual option agreement, generally in full three years from the date of grant, subject to acceleration under certain conditions. The following table summarizes information regarding options under the DIS Plan:

As of December 31, 1999, all stock options had been granted at the fair market value of DIS common stock on the date of grant and none were exercisable. No stock options were granted in 2000. The weighted-average remaining contractual life of the outstanding stock options was 8.98 years as of December 31, 1999.

The Company uses the Black-Scholes option-pricing model to determine the pro forma impact of stock option grants under SFAS No. 123 on the Company’s net loss. The model uses certain information, such as the interest rate on a risk-free security maturing generally at the same time as the option being valued, and requires certain assumptions, such as the expected amount of time an option will be outstanding until it is exercised or it expires, to calculate the weighted-average fair value per share of stock options granted.

This information and the assumptions used for 2000 and 1999 for the Equity Plan and the DIS Plan are summarized as follows:

The assumed volatility, dividend yield and average expected life was 30%, zero percent and 4.5 years, respectively, for the Equity Plan for the year ended December 31, 2000 and for both plans for the year ended December 31, 1999.

Had the Company determined compensation cost based on the fair value at the grant date for the stock options in accordance with the fair value method prescribed by SFAS No. 123, the Company’s net loss would have been $543,241,000 and $144,795,000 for the years ended December 31, 2000 and 1999, respectively.

The Company maintains the ORBCOMM Retirement Savings Plan (the “Plan”), which is a 401(k) profit sharing plan. All U.S. employees who are scheduled to work 1,000 hours or more in a consecutive 12-month period are eligible to participate in the Plan on their dates of employment. Employees may contribute 15% of eligible compensation to the Plan and the Company matches 100% of the amount contributed by each employee up to 4% of such compensation. In addition, the Plan contains a discretionary contribution component, pursuant to which the Company may make an additional annual contribution to the Plan. As of December 31, 1999, Company contributions vested over a five-year period from the employee’s date of employment. Subsequent to year end 1999, the vesting period was shortened to three years.

Company contributions (both the Company matching contribution and the annual discretionary contribution) for the years ended December 31, 2000 and 1999 were $969,000 and $1,227,000, respectively.

Under the 1999 Procurement Agreement with Orbital, as amended, the Company was to purchase, at a minimum, among other things, 14 additional satellites, two satellite propulsion rings and two separate Pegasus launch vehicles at a total cost not to exceed $107,000,000. As of December 31, 2000, the Company’s remaining obligation under this agreement is approximately $63,000,000. Lease Commitments

The Company leases facilities and equipment under agreements classified as operating leases. Rental expense for 2000 and 1999 was $3,703,000 and $2,227,000, respectively, of which $2,097,000 and $815,000, respectively, represents rental expense charged to the Company by Orbital as part of the Administrative Services Agreement and the Sublease Agreements. The future minimum rental payments under non-cancelable operating leases currently in place are as follows:

Pursuant to the protections afforded under the Federal bankruptcy laws, the Company is entitled to reject certain leases to which it is a party, subject to certain guidelines and restrictions. In connection with a sale of substantially all of the Company’s assets, a buyer generally may request the Company to assume and assign to the buyer any ongoing operating leases the buyer desires to retain in connection with its purchased assets. Where possible, the Company expects to reject any leases not so retained by a buyer.

From time to time, the Company is involved in claims from licensees or potential licensees. While the outcome of these matters is uncertain, in management’s opinion, there will be no material adverse impact on the financial condition or results of operations of the Company as a result of such claims.

The following exhibits are filed as part of this report. Where such filing is made by incorporation by reference to a previously filed statement or report, such statement or report is identified in parentheses.

The consent of Arthur Andersen LLP, the former independent public accountants for the registrant’s former unconsolidated subsidiary, ORBCOMM Global, L.P. as of December 31, 2000 and for the year then ended, could not be obtained after reasonable efforts and, accordingly, is being omitted pursuant to Rule 437a promulgated under the Securities Act of 1933, as amended. The absence of a consent from Arthur Andersen LLP may limit recovery by investors on certain claims. In particular, and without limitation, investors will not be able to assert claims against Arthur Andersen LLP under Section 11 of the Securities Act. In addition, the ability of Arthur Andersen LLP to satisfy any claims (including claims arising from Arthur Andersen LLP’s provision of auditing and other services to us) may be limited as a practical matter due to the recent events surrounding that firm.

As amended by:
First Amendment to Loan and Security Agreement
dated as of August 22, 2002,
Second Amendment to Loan and Security Agreement
dated as of October 4, 2002,
and
Third Amendment to Loan and Security Agreement
dated as of February 4, 2003

THE LENDERS THAT ARE SIGNATORIES HERETO
as the Lenders,
and
FOOTHILL CAPITAL CORPORATION
as the Arranger and Agent

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of March 1, 2002, between and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), FOOTHILL CAPITAL CORPORATION, a California corporation, as the arranger and agent for the Lenders (“Agent”), and, on the other hand, ORBITAL SCIENCES CORPORATION, a Delaware corporation (“Borrower”).

1.1 Definitions. As used in this Agreement, the following terms shall have the following definitions:

“Account Debtor” means any Person who is or who may become obligated under, with respect to, or on account of, an Account, Chattel Paper, or a General Intangible.

“Accounts” means all of Borrower’s now owned or hereafter acquired right, title, and interest with respect to “accounts” (as that term is defined in the Code), and any and all Supporting Obligations in respect thereof.

“ACH Transactions” means any cash management or related services (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) provided by Wells Fargo or its Affiliates for the account of Borrower or its Subsidiaries.

“Affiliate” means, as applied to any Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of Stock, by contract, or otherwise; provided, however, that, for purposes of the definition of Eligible Accounts and Section 7.14 hereof: (a) any Person which owns directly or indirectly 10% or more of the securities having ordinary voting power for the election of directors or other members of the governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed to control such Person; (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person; and (c) each partnership or joint venture in which a Person is a partner or joint venturer shall be deemed to be an Affiliate of such Person.

“Agent” means Foothill, solely in its capacity as agent for the Lender Group hereunder, and any successor thereto.

“Agent’s Account” means an account at a bank designated by Agent from time to time as the account into which Borrower shall make all payments to Agent for the benefit of the Lender Group and into which the Lender Group shall make all payments to Agent under this Agreement and the other Loan Documents; unless and until Agent notifies Borrower and the Lender Group to the contrary, Agent’s Account shall be that certain deposit account listed on Schedule A-1.

“Agent’s Liens” means the Liens granted by Borrower or any Guarantor to Agent for the benefit of the Lender Group under this Agreement or the other Loan Documents.

“Agent-Related Persons” means Agent together with its Affiliates, officers, directors, employees, and agents.

“Applicable Partial Prepayment Premium” means, as of any date of determination, an amount equal to (a) during the period of time from and after the Closing Date up to the date that is the first anniversary of the Closing Date, 3.0% times the portion of the Net Proceeds received by Borrower from a Permitted Disposition that is applied to permanently reduce the Revolver Usage and the Revolver Commitments, (b) during the period of time from and including the date that is the first anniversary of the Closing Date up to the date that is the second anniversary of the Closing Date, 2.0% times the portion of the Net Proceeds from a Permitted Disposition received by Borrower from a Permitted Disposition that is applied to permanently reduce the Revolver Usage and the Revolver Commitments, and (c) during the period of time from and including the date that is the second anniversary of the Closing Date up to the Maturity Date, 1.0% times the portion of the Net Proceeds from a Permitted Disposition received by Borrower from a Permitted Disposition that is applied to permanently reduce the Revolver Usage and the Revolver Commitments.

“Applicable Prepayment Premium” means, as of any date of determination, an amount equal to (a) during the period of time from and after the date of the execution and delivery of this Agreement up to the date that is the first anniversary of the Closing Date, 3.0% times the Maximum Revolver Amount, (b) during the period of time from and including the date that is the first anniversary of the Closing Date up to the date that is the second anniversary of the Closing Date, 2.0% times the Maximum Revolver Amount, and (c) during the period of time from and including the date that is the second anniversary of the Closing Date up to the Maturity Date, 1.0% times the Maximum Revolver Amount.

“Assignment and Acceptance” means an Assignment and Acceptance in the form of Exhibit A-1.

“Assignment of Claims Act” means the Assignment of Claims Act of 1940, as amended, 31 U.S.C. § 3727, 41 U.S.C. § 15, or any replacement statute thereto.

“Availability” means, as of any date of determination, if such date is a Business Day, and determined at the close of business on the immediately preceding Business Day, if such date of determination is not a Business Day, the amount that Borrower is entitled to borrow as Advances under Section 2.1 (after giving effect to all then outstanding Obligations (other than Bank Product Obligations) and all sublimits and reserves applicable hereunder).

“Bank Product Agreements” means those certain cash management service agreements entered into from time to time by Borrower or its Subsidiaries in connection with any of the Bank Products.

“Bank Product Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by Borrower or its Subsidiaries to Wells Fargo or its Affiliates pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that Borrower is obligated to reimburse to Agent or any member of the Lender Group as a result of Agent or such member of the Lender Group purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to Borrower or its Subsidiaries pursuant to the Bank Product Agreements.

“Bank Products” means any service or facility extended to Borrower or its Subsidiaries by Wells Fargo or any Affiliate of Wells Fargo including: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH Transactions, (f) cash management, including controlled disbursement accounts or services, or (g) Hedge Agreements.

“Bank Product Reserves” means, as of any date of determination, the amount of reserves that Agent has established (based upon Wells Fargo’s or its Affiliate’s reasonable determination of the credit exposure in respect of then extant Bank Products) for Bank Products then provided or outstanding; provided that such reserves are established at the time Wells Fargo or its Affiliate provides such Bank Products.

“Bankruptcy Code” means the United States Bankruptcy Code, as in effect from time to time.

“Baseline Contract” means each of the twenty (20) largest Firm Contracts of Borrower (other than Excluded Contracts), determined on the basis of remaining firm backlog under each such Firm Contract as of the last day of the immediately preceding fiscal quarter, provided, however, that any Firm Contract entered into after the Closing Date shall not be a Baseline Contract until such time as Borrower has formally established the Baseline EAC Profit

of such contract in a manner consistent with past practices for establishing such amount on similar contracts.

“Baseline EAC Profit” means, as of any date of determination, the aggregate estimated profit at completion as established for all of the Baseline Contracts as of most recently ended fiscal year. For purposes of calculating Baseline EAC Profit as of any date of determination pursuant to Section 7.20(c), Baseline EAC Profit may be adjusted to reflect any amendment, modification or termination of any Baseline Contract that occurs during any fiscal quarter.

“Baseline Reserve” means a $5,000,000 reserve against Availability, which reserve may be reduced by Required Lenders in their sole discretion.

“Base Rate” means, the rate of interest announced within Wells Fargo at its principal office in San Francisco as its “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publication or publications as Wells Fargo may designate.

“Benefit Plan” means a “defined benefit plan” (as defined in Section 3(35) of ERISA) for which Borrower or any Subsidiary or ERISA Affiliate of Borrower has been an “employer” (as defined in Section 3(5) of ERISA) within the past six (6) years.

“Board of Directors” means the board of directors (or comparable managers) of Borrower or any committee thereof duly authorized to act on behalf of the board.

“Boeing” means The Boeing Company, a Delaware corporation, and its Subsidiaries.

“Books” means Borrower’s and its Subsidiaries now owned or hereafter acquired books and records (including all of its Records indicating, summarizing, or evidencing its assets (including the Collateral) or liabilities, all of Borrower’s or its Subsidiaries’ Records relating to its or their business operations or financial condition, and all of its or their goods or General Intangibles related to such information, including, without limitation, (i) original copies of all documents, instruments or other writings or electronic records or other Records evidencing Accounts, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices and other papers relating to Accounts, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to Accounts, whether in the possession or under the control of Borrower or any of its Subsidiaries or any computer bureau or agent from time to time acting for Borrower or any of its Subsidiaries or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and all amendments, supplements or other modifications thereto, notices to other creditors or secured parties, and certificates, acknowledgments, or other writings, including, without limitation, lien search reports, from

filing or other registration offices, and (iv) all credit information related in any way to the foregoing or any Account).

“Borrowing” means a borrowing hereunder consisting of Advances made on the same day by the Lenders (or Agent on behalf thereof), or by Swing Lender in the case of a Swing Loan, or by Agent in the case of an Agent Advance.

“Borrowing Base Certificate” means a certificate substantially in the form of Exhibit B-1 delivered by the chief financial officer or chief accounting officer of Borrower to Agent.

“Business Day” means any day that is not a Saturday, Sunday, or other day on which national banks are authorized or required to close.

“Capital Expenditures” means capital expenditures as determined in accordance with Borrower’s consolidated statement of cash flows determined in accordance with GAAP.

“Capital Lease” means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

“Capitalized Lease Obligation” means any Indebtedness represented by obligations under a Capital Lease.

“Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year from the date of acquisition thereof, (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one (1) year from the date of acquisition thereof and, at the time of acquisition, having the highest rating obtainable from either S&P or Moody’s, (c) commercial paper maturing no more than two hundred seventy (270) days from the date of acquisition thereof and, at the time of acquisition, having a rating of A-1 or P-1, or better, from S&P or Moody’s, (d) certificates of deposit or bankers’ acceptances maturing within one (1) year from the date of acquisition thereof either (i) issued by any bank organized under the laws of the United States or any state thereof which bank has a rating of A or A2, or better, from S&P or Moody’s, or (ii) certificates of deposit less than or equal to $100,000 in the aggregate issued by any other bank insured by the Federal Deposit Insurance Corporation, (e) repurchase obligations with a term of not more than seven (7) days for underlying obligations of the types described in clauses (a), (b) and (d) above entered into with any financial institutions meeting the qualifications specified in clause (d)(i) above and (f) money market funds that (i) have a rating of AAA or Aaa, or better, from S&P or Moody’s and (ii) consist of assets that constitute Cash Equivalents of the kinds described in clauses (a)-(c) of this definition.

“Cash Management Agreements” means those certain cash management service agreements, including, without limitation, lockbox agreements and blocked account agreements, in form and substance satisfactory to Agent, each of which is among Borrower, Agent, and one of the Cash Management Banks.

“Change of Control” means (a) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 30%, or more, of the Stock of Borrower having the right to vote for the election of members of the Board of Directors, or (b) a majority of the members of the Board of Directors do not constitute Continuing Directors, or (c) Borrower ceases to directly own and control (i) 100% of the outstanding capital Stock of each of its Subsidiaries (other than Orbital Communications) extant as of the Closing Date (other than in connection with any permitted dissolution of such Subsidiary in accordance with the Loan Documents), or (ii) 99% of the outstanding capital stock of Orbital Communications.

“Chattel Paper” means all of Borrower’s now owned or hereafter acquired right, title and interest with respect to the “chattel paper” as that term is defined in the Code, including, without limitation, tangible chattel paper and electronic chattel paper.

“Closing Date” means the date of the making of the initial Advance (or other extension of credit) hereunder or the date on which Agent sends Borrower a written notice that each of the conditions precedent set forth in Section 3.1 either have been satisfied or have been waived.

“Closing Date Baseline EAC Analysis” shall mean the Baseline Contract analysis as of December 31, 2001 attached hereto as Schedule C-2.

“Closing Date Business Plan” means the set of consolidated Projections of Borrower and all divisions thereof for the three (3) year period commencing on January 1, 2002 (on a year by year basis, and for the one (1) year period following the Closing Date, on a quarter by quarter basis, attached hereto as Schedule C-3.

“Code” means the New York Uniform Commercial Code, as in effect from time to time.

“Collateral” means all of Borrower’s now owned or hereafter acquired right, title, and interest in and to each of the following:

(m) any “commercial tort claims” as that term is defined in the Code, as set forth on Schedule C-4 attached hereto,

(n) money, cash (except as otherwise excluded by clause (b) of the definition of “Excluded Collateral”), Cash Equivalents, or other assets of Borrower that now or hereafter come into the possession, custody, or control of any member of the Lender Group, and

(o) the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or commercial tort claims, covering any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Financial Assets, General Intangibles, Inventory, Investment Property, Negotiable Collateral, Real Property, Supporting Obligations, money, Deposit Accounts, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, or any portion thereof or interest therein, and the proceeds thereof, and

(p) to the extent not included in the foregoing and to the extent such assets are not Excluded Collateral, all other personal property of Borrower of any kind or description.

“Collateral Access Agreement” means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in the Equipment or Inventory, in each case, in form and substance satisfactory to Agent in its Permitted Discretion.

“Collections” means all cash, checks, notes, instruments, and other items of payment (including insurance proceeds, Net Proceeds of cash sales, Net Proceeds from equity issuances, rental proceeds, and tax refunds) of Borrower.

“Commitment” means, with respect to each Lender, its Revolver Commitment or its Total Commitment, as the context requires, and, with respect to all Lenders, their Revolver Commitments or their Total Commitments, as the context requires, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1

or on the signature page of the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder in accordance with the provisions of Section 14.1.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C-1 delivered by the chief financial officer of Borrower to Agent.

“Continuing Director” means (a) any member of the Board of Directors who was a director (or comparable manager) of Borrower on the Closing Date, and (b) any individual who becomes a member of the Board of Directors after the Closing Date if such individual was appointed or nominated for election to the Board of Directors by a majority of the Continuing Directors, but excluding any such individual originally proposed for election in opposition to the Board of Directors in office at the Closing Date in an actual or threatened election contest relating to the election of the directors (or comparable managers) of Borrower (as such terms are used in Rule 14a-11 under the Exchange Act) and whose initial assumption of office resulted from such contest or the settlement thereof.

“Control Agreement” means a control agreement, in form and substance satisfactory to Agent in its Permitted Discretion, executed and delivered by Borrower or any Subsidiary of Borrower, as applicable, Agent, and the applicable securities intermediary with respect to a Securities Account or a bank with respect to a deposit account.

“Current EAC Profit” means, as of the date of determination, the aggregate profit as of such date of determination and the remaining aggregate estimated profit at completion for all the Baseline Contracts, solely to the extent the profit with respect to such Baseline Contracts is included in the Baseline EAC Profit, calculated in a manner consistent with the Closing Date Baseline EAC Analysis.

“Daily Balance” means, with respect to each day during the term of this Agreement, the amount of an Obligation owed at the end of such day.

“DDA” means any checking or other demand deposit account maintained by Borrower or a Subsidiary of Borrower.

“Default” means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.

“Defaulting Lender” means any Lender that fails to make any Advance (or other extension of credit) that it is required to make hereunder on the date that it is required to do so hereunder.

“Defaulting Lender Rate” means (a) the Base Rate for the first three (3) days from and after the date the relevant payment is due, and (b) thereafter, at the interest rate then applicable to Advances (inclusive of the Base Rate Revolving Loan Margin applicable thereto).

“Deposit Accounts” means all of Borrower’s now owned or hereafter acquired right, title, and interest with respect to any “deposit account” as that term is defined in the Code, including, without limitation, any DDA maintained by Borrower.

“Designated Account” means that certain account in Borrower’s name at the Designated Account Bank designated as such on Schedule B-1, or such other deposit account of Borrower (located within the United States) that has been designated as such, in writing, by Borrower to Agent.

“Designated Account Bank” means the designated institution that has been designated as such on Schedule B-1 or has otherwise been designated as such, in writing by Borrower to Agent.

“Designated Senior Indebtedness” has the meaning set forth in the Indenture and the New Indenture, respectively.

“Dilution” means, as of any date of determination, a percentage, based upon the experience of the immediately prior three (3) months, that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, credits, or other dilutive items with respect to the Accounts during such period, by (b) Borrower’s gross billings with respect to Accounts during such period (excluding extraordinary items).

“Dilution Reserve” means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts by one percentage point for each percentage point by which Dilution is in excess of 5.0%.

“Disbursement Letter” means an instructional letter executed and delivered by Borrower to Agent regarding the extensions of credit to be made on the Closing Date, in form and substance satisfactory to Agent.

“EBITDA” means, with respect to any fiscal period, Borrower’s and its Subsidiaries’ consolidated net earnings (or loss), plus interest expense, income taxes and depreciation and amortization, for such period, as determined in accordance with GAAP, plus the non-cash portion of extraordinary losses (including, without limitation, non-cash losses from equity adjustments), minus gains as a result of the termination of the X-34 project with NASA, minus extraordinary gains (excluding insurance recoveries under any Mission Success Policy).

“Eligible Accounts” means, collectively, the Eligible Domestic Billed Accounts and the Eligible Domestic Unbilled Accounts.

“Eligible Domestic Accounts” means those Accounts created by Borrower in the ordinary course of its business, that arise out of Borrower’s sale of goods or rendition of services, that comply with each of the representations and warranties respecting Eligible Domestic Accounts made by Borrower in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the criteria set forth below; provided, however, that such criteria may be fixed and revised from time to time by Agent in Agent’s Permitted Discretion to address the results of any accounts receivable audit performed by Agent from time to time after the Closing Date. The amount to be included with respect to any Eligible Domestic Account shall be

calculated net of customer deposits (to the extent not applied) and unapplied cash remitted to Borrower in connection with such Eligible Domestic Account. Eligible Domestic Accounts shall not include the following:

(a) Accounts with respect to which the Account Debtor is an employee, Affiliate, or agent of Borrower;

(b) Accounts arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional;

(d) Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States, or (ii) is not organized under the laws of the United States or any state thereof, or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless, with respect to billed Accounts only, the Account is supported by an irrevocable letter of credit satisfactory to Agent (as to form, substance and issuer or domestic confirming bank) that has been delivered to Agent and is directly drawable by Agent;

(e) Accounts with respect to which the Account Debtor is the United States or any United States Agency, exclusive of (i) any Account with a remaining billable contract value of less than $2,000,000 after the Closing Date, and (ii) any Account with a remaining billable contract value equal to or greater than $2,000,000 after the Closing Date if (A) Agent has received a written acknowledgement from the relevant government contracting officer (or other authorized party) acknowledging receipt of a notice of assignment under the Assignment of Claims Act for such Account or (B) (I) if such Account relates to a contract existing on the Closing Date, (x) Borrower prepares and delivers to Agent on the Closing Date a notice of assignment or other documentation required pursuant to F.A.R. § 32.802 and F.A.R. § 32.805 and (y) the ninetieth (90th) day following the Closing Date has not yet occurred, or (II) if such Account relates to a contract entered into after the Closing Date, (x) Borrower prepares and delivers to Agent a notice of assignment or other documentation required pursuant to F.A.R. § 32.802 and F.A.R. § 32.805 within twenty (20) days of the execution of such contract and (y) the ninetieth (90th) day following the execution of such contract has not yet occurred; provided, however, that no Account shall be excluded pursuant to this clause (e) if the reason that an acknowledgement was not received within the requisite ninety (90) day period is due to Agent’s failure to execute and deliver the notice of assignment or other required documentation provided by Borrower to Agent in a timely manner;

(f) Accounts with respect to which the Account Debtor is a State of the United States, exclusive of (i) any Account with a remaining billable contract value of less than $2,000,000 after the Closing Date, (ii) any Account owed by any State that does not have a statutory counterpart to the Assignment of Claims Act, and (iii) any Account with a remaining billable contract value equal to or greater than $2,000,000 after the Closing Date that is owed by

a State that has a statutory counterpart of the Assignment of Claims Act if (A) Agent has received a written acknowledgement (to the extent applicable under the applicable state statute) from the relevant government contracting officer (or other authorized party) acknowledging receipt of a notice of assignment under the applicable statute for such Account or (B) (I) if such Account relates to a contract existing on the Closing Date, (x) Borrower prepares and delivers to Agent on the Closing Date a notice of assignment or other documentation required pursuant to applicable statute and (y) the ninetieth (90th) day following the Closing Date has not yet occurred, or (II) if such Account relates to a contract entered into after the Closing Date, (x) Borrower prepares and delivers to Agent a notice of assignment or other documentation required pursuant applicable statute within twenty (20) days of the execution of such contract and (y) the ninetieth (90th) day following the execution of such contract has not yet occurred; provided, however, that no Account shall be excluded pursuant to this clause (f) if the reason that an acknowledgement (to the extent applicable under the applicable state statute) was not received within the requisite ninety (90) day period is due to (x) Agent’s failure to execute and deliver the notice of assignment or other required documentation provided by Borrower to Agent in a timely manner, or (y) the applicable State does not provide such acknowledgements under the applicable state statute;

(g) Accounts with respect to which the Account Debtor is a creditor of Borrower, has (i) asserted a right of setoff, or (ii) disputed its liability to pay the Account, to the extent of such right of setoff or dispute;

(h) Accounts with respect to (i) an Account Debtor (other than Boeing or any United States Agency) whose total obligations owing to Borrower exceed 15% (such percentage as applied to a particular Account Debtor being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all Eligible Accounts, to the extent the obligations owing by such Account Debtor exceed such percentage, (ii) Boeing, as Account Debtor, to the extent its total obligations owing to Borrower exceed 20% of all Eligible Accounts, (iii) any United States Agency other than NASA, as Account Debtor, to the extent the total obligations of such United States Agency owing to Borrower exceed 30% of all Eligible Accounts, and (iv) NASA, as Account Debtor, to the extent its total obligations owing to Borrower exceed 40% of all Eligible Accounts;

(i) Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor;

(j) Accounts with respect to which the Account Debtor is located in the states of New Jersey, Minnesota, or West Virginia (or any other state that requires a creditor to file a business activity report or similar document in order to bring suit or otherwise enforce its remedies against such Account Debtor in the courts or through any judicial process of such state), unless Borrower has qualified to do business in New Jersey, Minnesota, West Virginia, or such other states, or has filed a business activities report with the applicable division of taxation, the department of revenue, or with such other state offices, as appropriate, for the then-current year, or is exempt from such filing requirement;

(k) Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful by reason of the Account Debtor’s financial condition;

(l) Accounts that are not subject to a valid and perfected first priority Agent’s Lien;

(m) Accounts with respect to which the services giving rise to such Account have not been performed;

(n) Accounts for which Borrower is required to provide the Account Debtor with a performance or other form of surety bond that entitles the surety or other issuer to have a claim (in law or equity) on the Accounts; or

“Eligible Domestic Billed Accounts” means all Eligible Domestic Accounts other than the following:

(a) Accounts that the Account Debtor has failed to pay within ninety (90) days of the original invoice date or Accounts with selling terms of more than sixty (60) days;

(b) Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above; or

(c) Accounts with respect to which the services giving rise to such Account have not been billed to the Account Debtor, and Accounts that constitute Eligible Domestic Unbilled Accounts.

“Eligible Domestic Unbilled Accounts” means all Eligible Domestic Accounts with respect to which the services giving rise to such Account have been performed (and the revenue earned) but not billed to the Account Debtor, provided, (a) Agent, in its Permitted Discretion, has not determined such Account Debtor to be uncreditworthy, and (b) not more than 180 days have passed after the initial unbilled services by Borrower were performed (it being understood that the requirement set forth in this clause (b) shall be applicable only upon the earlier of the date forty-five (45) days following the Closing Date or the date Agent has established a methodology for calculating aging of unbilled services in its Permitted Discretion after consultation with Borrower), and provided further that Eligible Domestic Unbilled Accounts shall not include the Accounts of any Account Debtor (or its Affiliates) as to which 50% or more of all billed Accounts owed by such Person are unpaid more than ninety (90) days after the original invoice date or have selling terms of more than sixty (60) days.

“Eligible Transferee” means (a) a commercial bank organized under the laws of the United States, or any state thereof, and having total assets in excess of $250,000,000, (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development or a political subdivision of any such country and which has total assets in excess of $250,000,000, provided that such bank is acting through a branch or agency located in the United States, (c) a finance company, insurance

company, or other financial institution or fund that is engaged in making, purchasing, or otherwise investing in commercial loans in the ordinary course of its business and having (together with its Affiliates) total assets in excess of $250,000,000, (d) any Affiliate (other than individuals) of a Lender that was party hereto as of the Closing Date, including without limitation a fund or account managed by such Lender or an Affiliate of such Lender or its investment manager (a “Related Fund”), (e) so long as no Event of Default has occurred and is continuing, any other Person approved by Agent and Borrower, and (f) during the continuation of an Event of Default, any other Person approved by Agent.

“Environmental Actions” means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials from (a) any assets, properties, or businesses of Borrower or any Subsidiary of Borrower or any predecessor in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by Borrower or any Subsidiary of Borrower or any predecessor in interest.

“Environmental Indemnity Agreement” means that certain environmental indemnity agreement dated as of even date herewith executed and delivered by Borrower in favor of Agent, for the benefit of the Lender Group.

“Environmental Law” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy or rule of common law, as in effect from time to time, and in each case as amended, or any applicable judicial or administrative interpretation thereof, including any applicable judicial or administrative order, consent decree or judgment, to the extent binding on Borrower or any Subsidiary of Borrower, relating to the environment, or Hazardous Materials (including occupational exposure to Hazardous Materials), including CERCLA; RCRA; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 3803 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. § 11001 et seq.; the Hazardous Material Transportation Act, 49 U.S.C. § 1801 et seq.; and the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq. (to the extent it regulates occupational exposure to Hazardous Materials); any applicable state and local or foreign counterparts or equivalents, in each case as amended from time to time.

“Environmental Liabilities and Costs” means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any Environmental Action.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.

“Equipment” means all of Borrower’s now owned or hereafter acquired right, title, and interest with respect to equipment (including, without limitation, the manufacturing equipment located at Borrower’s Highbay facility whether or not any such equipment is so attached to the real property that it constitutes fixtures), machinery, machine tools, motors, furniture, furnishings, fixtures, vehicles (including motor vehicles), tools, parts, goods (other than consumer goods, farm products, or Inventory), wherever located, including all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing, excluding assets described in clause (a) of the definition of “Excluded Collateral”.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.

“ERISA Affiliate” means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of Borrower under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the same employer as the employees of Borrower under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA that is a member of an affiliated service group of which Borrower is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangement with Borrower and whose employees are aggregated with the employees of Borrower under IRC Section 414(o).

“ERISA Event” means (a) a Reportable Event with respect to any Benefit Plan or Multiemployer Plan, (b) the withdrawal of Borrower, any of Borrower’s Subsidiaries or ERISA Affiliates from a Benefit Plan during a plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA), (c) the providing of notice of intent to terminate a Benefit Plan in a distress termination (as described in Section 4041 (c) of ERISA), (d) the institution by the PBGC of proceedings to terminate a Benefit Plan or Multiemployer Plan, (e) any event or condition (i) that provides a basis under Section 4042(a)(1), (2), or (3) of ERISA for the termination of, or the appointment of a trustee to administer, any Benefit Plan or Multiemployer Plan, or (ii) that may result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA, (f) the partial or complete withdrawal within the meaning of Sections 4203 and 4205 of ERISA, of Borrower, any of Borrower’s Subsidiaries or ERISA Affiliates from a Multiemployer Plan, or (g) providing any security to any plan under Section 401(a)(29) of the IRC by Borrower or any of its Subsidiaries or any of their ERISA Affiliates.

“Excess Availability” means the amount, as of the date any determination thereof is to be made, equal to (a) Availability minus (b) the aggregate amount, if any, of all vouchered and unvouchered trade payables of Borrower that are more than sixty (60) days past due and all book overdrafts in excess of Borrower’s historical practices with respect thereto, in each case under clause (b) of this definition as determined by Agent in its Permitted Discretion.

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

“Excluded Collateral” means all of Borrower’s now owned right, title, and interest in and to each of the following:

(a) that certain aircraft with Model Number L-1011-385-1-15, Serial Number 193E-1067, and Registration Number N#140SC, and the engines and all other parts attached thereto,

(b) the money, in an amount not to exceed $10,355,676 in the aggregate, so long as such money is collateralizing the following existing letters of credit: (i) (a) the letter of credit number M-12870/01G in the amount of $1,847,500, the letter of credit number M-12974/02G in the amount of $2,804,219, the letter of credit number M-12945/01G in the amount of $735,474, which amount is being increased to $5,516,057, each of which were issued by the International Commercial Bank of China in favor of the National Science Counsel, the Executive Yuan of the Republic of China, (ii) the letter of credit number 930718 in the amount of $27,900 issued by Bank of America, N.A. (successor by merger to NationsBank, N.A.) in favor of Hellenic Air Force Command, and (iii) the letter of credit number SM416742C in the amount of $160,000 issued by Wachovia Bank, N.A. (successor by merger to First Union National Bank) in favor of Boston Properties Limited Partnership, and

“Excluded Contracts” means the System Procurement Agreement and Subcontract PO #MSB0081500 for Bus Subsystem, Satellite Supervising and Control Equipment, System Engineering and Launch Services between Lockheed Martin Corporation (acting by and through Lockheed Martin Commercial Space Systems) and Borrower and any other contract as Borrower and Agent shall from time to time agree in writing to exclude from the requirements of Section 7.20(c).

“Executive Officer” means the chairman of the board, president, each executive vice president, Borrower’s chief financial officer, principal accounting officer, and any vice president of Borrower in charge of a principal business unit, division or function, and any other officer appointed by the board of directors of Borrower who performs a policy-making function.

“F.A.R.” means the Federal Acquisition Regulation, 48 C.F.R. Part 1, as in effect from time to time and any replacement regulations thereto.

“FCC Licenses” means, collectively, those certain licenses issued by the FCC and held by Orbital Communications relating to the space and ground segments of the ORBCOMM

NVNG MSS system (ITU designation LEOTELCOM-1) (the “ORBCOMM System”) as follows: Space Segment Authorizations and Special Temporary Authority (SAT-STA-20001215-00165) issued under FCC Call Sign S2103 relating to construction, launch and operation of the ORBCOMM System; Ground Segment Authorizations Associated with the ORBCOMM System issued under FCC Call Signs E940534, E940535, E940536, E940537 and E940538; Experimental Authorizations Associated with the ORBCOMM System under FCC Call Signs WB2XDL and WB2XGL; C-Bank Relay Earth Station Authorizations Associated with the ORBCOMM System under VCC Call Signs E9900557, E990058, E990059, E990060 and E990061.

“Fee Letter” means that certain amended and restated fee letter, dated as of August 22, 2002, among Borrower, Agent and Lenders.

“Firm Contracts” means contracts that have been executed and delivered to Borrower or that are included in “backlog” pursuant to Regulation S-K of the Securities Act of 1933.

“Financial Asset” means all of Borrower’s now owned or hereafter acquired right, title and interest with respect to any “financial asset” as that term is defined in the Code.

“First Amendment Effective Date” means the date on which the First Amendment to Loan and Security Agreement, dated as of August 22, 2002, shall become effective pursuant to Section 3 of such agreement.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.

“General Intangibles” means all of Borrower’s now owned or hereafter acquired right, title, and interest with respect to general intangibles (including payment intangibles, contract rights, rights to payment, rights arising under common law, statutes, or regulations, choses or things in action, goodwill, patents, trade names, trademarks, servicemarks, copyrights, blueprints, drawings, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other rights under any royalty or licensing agreements, infringement claims, computer programs, information contained on computer disks or tapes, software, literature, reports, catalogs, money, deposit accounts, insurance premium rebates, tax refunds, and tax refund claims), and any and all Supporting Obligations in respect thereof, and any other personal property other than goods, Accounts, Investment Property, Negotiable Collateral and Chattel Paper.

“Governing Documents” means, with respect to any Person, the certificate or articles of incorporation, bylaws, or other organizational documents of such Person.

“Governmental Authority” means any federal, state, local, or other governmental or administrative body, instrumentality, department, or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

“Guarantor Security Agreement” means that certain guarantor security agreement dated as of even date herewith among the Guarantors and Agent.

“Guaranty” means that certain guaranty dated as of even date herewith executed and delivered by each Guarantor in favor of Agent, for the benefit of the Lender Group.

“Hazardous Materials” means (a) substances that are defined or listed in, or otherwise classified pursuant to, any Environmental Laws as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty (50) parts per million.

“Hedge Agreement” means any and all transactions, agreements, or documents now existing or hereafter entered into between Borrower or its Subsidiaries and Wells Fargo or its Affiliates, which provide for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging Borrower’s or its Subsidiaries’ exposure to fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations or commodity prices.

“Indebtedness” means (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, interest rate swaps, or other financial products, (c) all obligations under Capital Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of Borrower or its Subsidiaries, irrespective of whether such obligation or liability is assumed, (e) all obligations for the deferred purchase price of assets (other than trade debt incurred in the ordinary course of business and repayable in accordance with customary trade practices), and (f) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person. It is understood by the parties hereto that amounts owed by Borrower pursuant to the ORBIMAGE Purchase Agreement shall not constitute “Indebtedness” for purposes of this Agreement.

“Indenture” means that certain Indenture dated September 16, 1997 between Borrower and Deutsche Bank AG, New York Branch, as trustee, for $100,000,000 of 5.0% Convertible Subordinated Notes due 2002.

“Indostar” means, collectively, PT. Datakom Asia, PT. Matahori Lintas Cakrawala, PT. Media Citra Indostar, and all of their respective Subsidiaries and Affiliates.

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“Intellectual Property Security Agreement” means that certain intellectual property security agreement dated as of even date herewith between Borrower and Agent.

“Intercreditor Agreement” means that certain intercreditor and subordination agreement dated as of the First Amendment Effective Date between Agent and Trustee and acknowledged by Borrower and Orbital International.

“Inventory” means all Borrower’s now owned or hereafter acquired right, title, and interest with respect to inventory, including goods held for sale or lease or to be furnished under a contract of service, goods that are leased by Borrower as lessor, goods that are furnished by Borrower under a contract of service, and raw materials, work in process, or materials used or consumed in Borrower’s business; including all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor.

“Investment” means (a) with respect to any Person (including ORBIMAGE), any investment by such Person in any other Person (including Affiliates) in the form of loans, guarantees, advances, or capital contributions (excluding (i) commission, travel, and similar advances to officers and employees of such Person made in the ordinary course of business, and (ii) bona fide Accounts arising in the ordinary course of business consistent with past practices), purchases or other acquisitions for consideration of Indebtedness or Stock, and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP, and (b) with respect to ORBIMAGE, Borrower’s purchase of the ORBIMAGE Accounts pursuant to the provisions of the ORBIMAGE Purchase Agreement.

“Investment Property” means all of Borrower’s now owned or hereafter acquired right, title, and interest with respect to “investment property” as that term is defined in the Code, and any and all Supporting Obligations in respect thereof, excluding assets described in clause (c) of the definition of “Excluded Collateral”.

“IRC” means the Internal Revenue Code of 1986, as in effect from time to time.

“Issuing Lender” means Foothill or any other Lender that, at the request of Borrower and with the consent of Agent agrees, in such Lender’s sole discretion, to become an Issuing Lender for the purpose of issuing L/Cs or L/C Undertakings pursuant to Section 2.12.

“JPMorgan” means JPMorgan Chase Bank (f/k/a Morgan Guaranty Trust Company of New York), as administrative agent and collateral agent under that certain Third Amended and Restated Credit and Reimbursement Agreement dated as of December 21, 1998 (as amended and restated from time to time).

“L/C Disbursement” means a payment made by the Issuing Lender pursuant to a Letter of Credit.

“Lender” and “Lenders” have the respective meanings set forth in the preamble to this Agreement, and shall include any other Person made a party to this Agreement in accordance with the provisions of Section 14.1.

“Lender Group” means, individually and collectively, each of the Lenders (including the Issuing Lender) and Agent.

“Lender Group Expenses” means all (a) costs or expenses (including taxes, and insurance premiums) required to be paid by Borrower under any of the Loan Documents that are paid or incurred by any one or more members of the Lender Group, (b) reasonable out-of-pocket costs paid or incurred by any one or more members of the Lender Group in connection with any one or more members of the Lender Group’s transactions with Borrower, including, fees or charges for photocopying, notarization, couriers and messengers, telecommunications, (c) fees and charges paid or incurred by (i) Agent for public record searches (including tax lien, judgment, and Uniform Commercial Code searches and including searches with the patent and trademark office, the copyright office, or the department of motor vehicles and periodic status reports from Borrower’s jurisdiction of formation), filings, recordings and publications, and (ii) one or more members of the Lender Group in connection with appraisals (including periodic Collateral appraisals or appraisals of any other collateral securing the Obligations or business valuations to the extent of the fees and charges (and up to the amount of any limitation contained in this Agreement), real estate surveys, real estate title policies and endorsements, and environmental audits conducted in accordance with this Agreement or pursuant to the Environmental Indemnity Agreement, (d) costs and expenses incurred by any one or more members of the Lender Group in the disbursement of funds to Borrower (by wire transfer or otherwise), (e) charges paid or incurred by any one or more members of the Lender Group resulting from the dishonor of checks, (f) reasonable costs and expenses paid or incurred by the Lender Group to correct any Default or enforce any provision of the Loan Documents, or in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (g) audit fees and expenses of any one or more members of the Lender Group

related to audit examinations of the Books to the extent of the fees and charges (and up to the amount of any limitation) contained in this Agreement, (h) reasonable costs and expenses of third party claims or any other suit paid or incurred by any one or more members of the Lender Group in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or any one or more members of the Lender Group’s relationship with Borrower or any guarantor of the Obligations, (i) Agent’s and each Lender’s reasonable fees and expenses (including attorneys’ fees) incurred in advising, structuring, drafting, reviewing, administering, or amending the Loan Documents, and (j) Agent’s and each Lender’s reasonable fees and expenses (including attorneys’ fees) incurred in terminating, enforcing (including attorneys fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning Borrower or any Subsidiary of Borrower or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether suit is brought, or in taking any Remedial Action concerning the Collateral or any other collateral securing the Obligations. Notwithstanding the foregoing, the attorneys’ fees to be paid by Borrower to Lenders (other than Foothill or any other Lender that is a successor Agent hereunder) in accordance with clauses (i) and (j) of this definition shall be limited to the fees of one law firm representing all Lenders (other than Foothill or any other Lender that is a successor Agent hereunder. It is further understood that counsel for Agent or any successor Agent hereunder shall primarily be responsible for the items set forth in clauses (i) and (j). It is further understood that in no event shall Lender Group Expenses include any amounts in respect of obligations that are specifically excluded pursuant to Section 11 of the Intellectual Property Security Agreement, Section 17 of the Guarantor Security Agreement, Section 2.12(c) hereof or Section 11.3 hereof.

“Lender-Related Person” means, with respect to any Lender, such Lender, together with such Lender’s Affiliates, and the officers, directors, employees, and agents of such Lender.

“Letter of Credit” means an L/C or an L/C Undertaking, as the context requires.

“Letter of Credit Reimbursement Agreement” means that certain letter agreement dated as of January 8, 2002 between Foothill and Borrower and acknowledged by Ableco.

“Letter of Credit Usage” means, as of any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit, including, without limitation, so long as such letters of credit are outstanding, the Letters of Credit originally issued pursuant to the Letter of Credit Reimbursement Agreement, plus 100% of the amount of outstanding time drafts accepted by an Underlying Issuer as a result of drawings under Underlying Letters of Credit.

“Lien” means any interest in an asset securing an obligation owed to, or a claim by, any Person other than the owner of the asset, whether such interest shall be based on the common law, statute, or contract, whether such interest shall be recorded or perfected, and whether such interest shall be contingent upon the occurrence of some future event or events or the existence of some future circumstance or circumstances, including the lien or security interest arising from a mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement, security agreement, conditional sale or trust receipt, or from a lease, consignment, or bailment for security purposes and also including reservations, exceptions, encroachments,

easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Real Property.

“Loan Documents” means this Agreement, the Bank Product Agreements, the Cash Management Agreements, the Control Agreements, the Intellectual Property Security Agreement, the Disbursement Letter, the Environmental Indemnity Agreement, the Fee Letter, the Guaranty, the Guarantor Security Agreement, the Intercreditor Agreement, the Letters of Credit, the Mortgages, the Officers’ Certificate, the Stock Pledge Agreement, any note or notes executed by Borrower in connection with this Agreement and payable to a member of the Lender Group, and any other agreement entered into, now or in the future, by Borrower and the Lender Group in connection with this Agreement.

“Material Adverse Change” means (a) a material adverse change in the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of Borrower or any Subsidiary of Borrower, taken as a whole; provided, however, that a “going concern” qualification on the auditor’s report on the financial statements of Borrower for the fiscal year ended December 31, 2001 shall not constitute a Material Adverse Change, (b) a material impairment of Borrower’s or any Guarantor’s ability, taken as a whole, to perform its obligations under the Loan Documents to which it is a party or of the Lender Group’s ability to enforce the Obligations or realize upon the Collateral or any other collateral securing the Obligations, or (c) a material impairment of the enforceability or priority of the Agent’s Liens with respect to the Collateral or any other collateral securing the Obligations as a result of an action or failure to act on the part of Borrower or any Guarantor.

“Maximum Revolver Amount” means $35,000,000, as such amount may be reduced from time to time pursuant to Section 2.2.

“Moody’s” means Moody’s Investors Service, Inc., a Delaware corporation, and its successors.

“Mortgages” means, individually and collectively, (a) that certain credit line deed of trust and security agreement dated as of the date hereof executed by Borrower in favor of Agent, for the benefit of the Lender Group, and (b) any other mortgages , deeds of trust, or deeds to secure debt, executed and delivered by Borrower in favor of Agent, for the benefit of the Lender Group, in form and substance satisfactory to Agent in its Permitted Discretion, that encumber the Real Property Collateral and the related improvements thereto.

“Multiemployer Plan” means a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) to which Borrower, any of its Subsidiaries, or any ERISA Affiliate has contributed, or was obligated to contribute, within the past six (6) years.

“NASA” means the National Aeronautics and Space Administration of the United States.

“Negotiable Collateral” means all of Borrower’now owned and hereafter acquired right, title, and interest with respect to letters of credit, letter of credit rights, instruments, promissory notes, drafts and documents and any and all supporting obligations in respect thereof.

“Net Proceeds” means, with respect to any asset disposition by Borrower or any Subsidiary or any proceeds from casualty insurance received by Borrower or any issuance by Borrower of Stock, the aggregate amount of cash or Cash Equivalents received for such assets or Stock, net of (a) reasonable and customary transaction costs and expenses, (b) transfer taxes (including sales and use taxes), (c) amounts payable to holders of applicable Permitted Liens hereunder to the extent that such Permitted Liens, if any, are senior in priority to the Agent’s Liens, (d) an appropriate reserve for income taxes in accordance with GAAP, and (e) appropriate amounts to be provided as a reserve against liabilities or otherwise held in escrow in association with any such disposition, in each case clauses (a) though (e) to the extent the amounts so deducted are properly attributable to such transaction and payable (or reserved) by Borrower in connection with such disposition or loss or the issuance of Stock, including without limitation reasonable and customary commissions and underwriting discounts, to a Person that is not an Affiliate of Borrower or such Subsidiary.

“Obligations” means (a) all loans, Advances, debts, principal, interest (including any interest that, but for the provisions of the Bankruptcy Code, would have accrued), contingent reimbursement obligations with respect to outstanding Letters of Credit, premiums, liabilities (including all amounts charged to Borrower’s Loan Account pursuant hereto), obligations, fees (including the fees provided for in the Fee Letter), charges, costs, Lender Group Expenses (including any fees or expenses that, but for the provisions of the Bankruptcy Code, would have accrued), guaranties, covenants, and duties of any kind and description owing by Borrower to the Lender Group pursuant to or evidenced by the Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all Lender Group Expenses that Borrower is required to pay or reimburse by the Loan Documents, by law, or otherwise, and (b) all Bank Product Obligations. Any reference in this Agreement or in the Loan Documents to the Obligations shall include all amendments, changes, extensions, modifications, renewals replacements, substitutions, and supplements, thereto and thereof, as applicable, both prior and subsequent to any Insolvency Proceeding.

“Officers’ Certificate” means the representations and warranties of officers in the form submitted by Agent to Borrower, together with Borrower’s completed responses to the inquiries set forth therein, the form and substance of such responses to be satisfactory to Agent.

“ORBCOMM System” has the meaning set forth in the definition of “FCC Licenses”.

“ORBIMAGE Purchase Agreement” means that certain Purchase Agreement dated as of February 9, 2001 between Borrower and ORBIMAGE.

“ORBIMAGE Reserve” means a reserve against Availability established by Agent in an amount equal to the difference between the purchase price of the ORBIMAGE Accounts paid by Borrower (not to exceed $10,000,000) and the actual value of the ORBIMAGE Accounts, as determined by Agent in its Permitted Discretion pursuant to its audit, which reserve shall be reduced by $1.00 for each $1.00 collected by Borrower from the ORBIMAGE Accounts. Notwithstanding anything else in this Agreement to the contrary, the ORBIMAGE Reserve shall be released upon the occurrence of each of the ORBIMAGE Reserve Termination Events.

	(a)		the ORBIMAGE Reserve has not been reduced to $0 upon the collection of all of the ORBIMAGE Accounts,

	(b)		the first anniversary date of the closing date of the first purchase by Borrower of a portion of the ORBIMAGE Accounts has occurred,

	(c)		no Default or Event of Default exists under this Agreement or the Loan Documents, and

	(d)		for two consecutive fiscal quarters, Borrower has maintained an average daily amount of Excess Availability and unrestricted cash and Cash Equivalents of not less than $20,000,000.

“ORBIMAGE Settlement Plan Term Sheet” means, collectively, (a) that certain Orbital Imaging Corporation Term Sheet for Plan of Settlement, dated January 15, 2003, among ORBIMAGE, David Thompson, James R. Thompson, the Official Committee of Unsecured Creditors of ORBIMAGE and Borrower, as such agreement exists on the Third Amendment Effective Date, and (b) any definitive settlement agreement executed by such parties on terms no less favorable to Borrower than the terms set forth in such ORBIMAGE Settlement Term Sheet.

“Orbital Communications” means Orbital Communications Corporation, a Delaware corporation.

“Orbital Holdings” means Orbital Holdings Corporation, a Delaware corporation.

“Orbital International” means Orbital International, Inc., a Virginia corporation.

“Organizational I.D. Number” means, with respect to any Person, the organizational identification number assigned to such Person by the applicable governmental unit or agency of the jurisdiction of organization of such Person.

“PBGC” means the Pension Benefit Guaranty Corporation as defined in Title IV of ERISA, or any successor thereto.

“Permitted Discretion” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

“Permitted Dispositions” means (a) sales or other dispositions by Borrower or its Subsidiaries of Equipment that is substantially worn, damaged, or obsolete or otherwise not necessary and useful in the ordinary course of business, (b) sales by Borrower or its Subsidiaries of Inventory or services to buyers in the ordinary course of business, (c) the use or transfer of money or Cash Equivalents by Borrower or its Subsidiaries in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents, (d) the licensing by Borrower or its Subsidiaries, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business, (e) the sale by Borrower of its TMS division so long as (i) no Event of Default has occurred and is continuing at the time such sale is consummated, and (ii) Borrower receives a minimum of $15,000,000 in Net Proceeds for such sale, (f) the transfer from Orbital Communications to OGLP Acquisition Sub LLC (or any successor thereof) of the FCC Licenses so long as such transfer is required pursuant to the provisions of that certain Asset Purchase Agreement dated as of April 23, 2001 between Orbital Communications, OGLP Acquisition Sub LLC and OGLP Acquisition Sub II Corp., as such agreement exists as of the date hereof or as amended with the consent of the Required Lenders, (g) the sale by Borrower of the unimproved Real Property located at Steeplechase Industrial Park, Lots 1-4 so long as (i) no Event of Default has occurred and is continuing at the time such sale is consummated, and (ii) Borrower receives a minimum of $3,000,000 in Net Proceeds for such sale, and (h) the sale or disposition by Borrower of the Stock of ORBIMAGE.

“Permitted Investments” means (a) investments in Cash Equivalents, (b) investments in negotiable instruments for collection, (c) advances made in connection with purchases of goods or services in the ordinary course of business, (d) investments in any Guarantor not to exceed $10,000 per year per Guarantor, (e) deposits to secure the performance of (i) letters of credit (not to exceed an aggregate amount of $500,000 at any time outstanding), (ii) bids, tenders, or obtaining of any license from a governmental authority, or

(iii) indemnification obligations (not to exceed an aggregate amount of $100,000 at any time outstanding), or (iv) operating leases in the ordinary course of business, (f) deposits existing as of the Closing Date in escrow accounts or securing the letters of credit of the type described in clause (b) of the definition of Excluded Collateral, (g) deposits in connection with the sale of TMS (including, without limitation, deposits to secure indemnification obligations arising in connection therewith) and deposits to the Escrow Account contemplated by Section 7.1(g), (h) the Stock and debt instruments held by Borrower as set forth on Schedule P-2, and (i) the advance of funds to ORBIMAGE of the “Orbital Payment” (as defined in the ORBIMAGE Settlement Plan Term Sheet) in the original principal amount not to exceed $2,500,000 (whether or not evidenced by a promissory note issued by ORBIMAGE).

“Permitted Liens” means (a) Liens held by Agent for the benefit of Agent and the Lenders, (b) Liens for unpaid taxes that either (i) are not yet delinquent, or (ii) do not constitute an Event of Default hereunder and are the subject of Permitted Protests, (c) Liens set forth on Schedule P-1, (d) the interests of lessors under operating leases, (e) purchase money Liens or the interests of lessors under Capital Leases to the extent that such Liens or interests secure Permitted Purchase Money Indebtedness and so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof, (f) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet delinquent, or (ii) are the subject of Permitted Protests, (g) Liens arising from deposits made in connection with obtaining worker’s compensation or other unemployment insurance, (h) Liens or deposits to secure performance of (i) bids or tenders, (ii) letters of credit existing in an aggregate face amount not to exceed $10,355,676, which amount shall automatically be reduced by the face amount of any letter of credit existing as of the Closing Date upon the expiration of, or draw under, such letter of credit (which may not be renewed without the prior consent of the Required Lenders, specifically excluding that certain letter of credit number M12870/1G in the amount of $1,847,500 issued by the International Commercial Bank of China), or (iii) leases incurred in the ordinary course of business and not in connection with the borrowing of money, (i) Liens granted as security for surety, appeal bonds, performance bonds and other similar obligations in connection with obtaining such bonds in the ordinary course of business, which Liens shall secure only the aggregate face value of such bonds, (j) Liens resulting from any judgment or award that is not an Event of Default hereunder, (k) Liens with respect to the Real Property Collateral that are exceptions to the commitments for title insurance issued in connection with the Mortgages, as accepted by Agent, and any further zoning restrictions that do not materially interfere with or impair the use or operation thereof, (l) with respect to any Real Property that is not part of the Real Property Collateral, easements, rights of way, and zoning restrictions that do not materially interfere with or impair the use or operation thereof, (m) the non-exclusive right granted to Boeing to use certain property of Borrower pursuant to that certain letter agreement dated December 4, 2001 between Borrower and Boeing, but only to the extent such right exists on the date hereof, (n) Liens granted to the United States government pursuant to F.A.R. 52.232-16 and F.A.R. 52.245-5 on certain assets of Borrower specified in prime contracts between Borrower and the United States Government or any United States Agency or as specified in subcontracts to which Borrower is a party, (o) encumbrances on the FCC Licenses pursuant to the Asset Purchase Agreement described in clause (f) of the definition of Permitted Dispositions, as such agreement exists on the date hereof or as amended with the consent of the Required Lenders, and (p) (i) the subordinated Liens

granted to the Trustee pursuant to the provisions of that certain Pledge and Security Agreement dated as of the First Amendment Effective Date among Borrower, Orbital International, Inc. and Trustee, that certain Deed of Trust and Security Agreement dated as of the First Amendment Effective Date from the Borrower in favor of the Trustee and such other agreements as may be required to be delivered pursuant to the New Indenture from time to time, in each case, that are subject to the Intercreditor Agreement and (ii) the lien granted in favor of the Trustee on the Escrow Account.

“Permitted Protest” means the right of Borrower or any Subsidiary of Borrower to protest any Lien (other than any such Lien that secures the Obligations), taxes (other than payroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment, provided that (a) a reserve with respect to such obligation is established on the Books in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by Borrower or such Subsidiary, as applicable, in good faith, and (c) Agent is satisfied that, while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of the Agent’s Liens. It is understood that the requirements of clause (c) of this definition of “Permitted Protest” have been satisfied with respect to Borrower’s protest of the Internal Revenue Service assessment against Borrower, as successor to ETI Technologies, Inc., in the amount of $241,288 for the tax year 1994.

“Permitted Purchase Money Indebtedness” means (a) Purchase Money Indebtedness existing as of the Closing Date and (b) Purchase Money Indebtedness incurred after the Closing Date; provided, however, (i) during the fiscal year ending December 31, 2002, Borrower shall not incur in excess of $12,000,000 in Purchase Money Indebtedness, (ii) during the fiscal year ending December 31, 2003, Borrower shall not incur in excess of $13,000,000 in Purchase Money Indebtedness and (iii) from the period beginning on January 1, 2004 until the Maturity Date, Borrower shall not incur in excess of $14,000,000 in Purchase Money Indebtedness; provided, however, that notwithstanding the foregoing, at no time shall Purchase Money Indebtedness exceed the amount permitted under the New Indenture (as it exists on the First Amendment Effective Date or as amended with the consent of the Required Lenders).

“Person” means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof.

“Personal Property Collateral” means all Collateral other than Real Property.

“Projections” means Borrower’s (including all divisions thereof) forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow statements, all prepared on a basis consistent with Borrower’s historical financial statements, together with appropriate supporting details and a statement of underlying assumptions.

(a) with respect to a Lender’s obligation to make Advances and receive payments of principal, interest, fees, costs, and expenses with respect thereto, (x) prior to the date

the Revolver Commitments have been terminated or permanently reduced to zero, the percentage obtained by dividing (i) such Lender’s Revolver Commitment, by (ii) the aggregate Revolver Commitments of all Lenders and (y) from and after the date the Revolver Commitments have been terminated or permanently reduced to zero, the percentage obtained by dividing (i) the aggregate unpaid principal amount of such Lender’s Advances, by (ii) the aggregate unpaid principal amounts of all Advances,

(b) with respect to a Lender’s obligation to participate in Letters of Credit, to reimburse the Issuing Lender, and to receive payments of fees with respect thereto, (x) prior to the date the Revolver Commitments have been terminated or permanently reduced to zero, the percentage obtained by dividing (i) such Lender’s Revolver Commitment, by (ii) the aggregate Revolver Commitments of all Lenders, and (y) from and after the date the Revolver Commitments have been terminated or permanently reduced to zero, the percentage obtained by dividing (i) the aggregate unpaid principal amount of such Lender’s Advances, by (ii) the aggregate unpaid principal amounts of all Advances,

(d) with respect to all other matters (including the indemnification obligations arising under Section 16.7) prior to the date the Commitments have been terminated or permanently reduced to zero, the percentage obtained by dividing (i) such Lender’s Total Commitment, by (ii) the aggregate amount of Total Commitments of all Lenders and (y) from and after the date all Commitments have been terminated or permanently reduced to zero, the percentage obtained by dividing (i) the aggregate unpaid amount of such Lender’s outstanding Obligations, by (ii) the aggregate unpaid amount of all outstanding Obligations.

“Purchase Money Indebtedness” means Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred at the time of, or within one hundred twenty (120) days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof.

“Real Property” means any estates or interests in real property now owned or hereafter acquired by Borrower and the improvements thereto.

“Real Property Collateral” means the parcel or parcels of Real Property identified on Schedule R-1 and any Real Property hereafter acquired by Borrower.

“Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

“Related Fund” has the meaning set forth in clause (d) of the definition of Eligible Transferee.

“Remedial Action” means all actions to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (d) conduct any other actions in the nature of removal, remedial, or response actions as defined under 42 U.S.C. § 9601(23), (24) and (25).

“Reportable Event” means any of the events described in Section 4043(c) of ERISA or the regulations thereunder other than a Reportable Event as to which the provision of thirty (30) days notice to the PBGC is waived under applicable regulations.

“Required Availability” means (a) Excess Availability plus (b) unrestricted cash and Cash Equivalents minus (c) the aggregate amount of fees and expenses incurred in connection with the closing of this Agreement and the Loan Documents, in an amount of not less than $30,000,000.

“Required Lenders” means, at any time, Lenders whose Pro Rata Shares aggregate 51% of the Total Commitments, or if the Commitments have been terminated irrevocably, 51% of the Obligations (other than Bank Product Obligations) then outstanding.

“Responsible Officer” means each of the following officers who shall have been appointed by Borrower’s board of directors in accordance with Borrower’s Governing Documents: the chairman of the board, president, any executive vice president, the senior vice president of finance, the treasurer, any assistant treasurer, Borrower’s chief financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), Borrower’s principal legal officer, and any vice president/assistant general counsel.

“Retiree Health Plan” means an “employee welfare benefit plan” within the meaning of Section 3(1) of ERISA that provides benefits to individuals after termination of their employment, other than as required by Section 601 of ERISA.

“Revolver Commitment” means, with respect to each Lender, its Revolver Commitment, and, with respect to all Lenders, their Revolver Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 or on the signature page of the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder in accordance with the provisions of Section 14.1.

“Revolver Usage” means, as of any date of determination, the sum of (a) the then extant amount of outstanding Advances, plus (b) the then extant amount of the Letter of Credit Usage.

“Risk Participation Liability” means, as to each Letter of Credit, all reimbursement obligations of Borrower to the Issuing Lender with respect to an L/C

Undertaking, consisting of (a) the amount available to be drawn or which may become available to be drawn, (b) all amounts that have been paid by the Issuing Lender to the Underlying Issuer to the extent not reimbursed by Borrower, whether by the making of an Advance or otherwise, and (c) all accrued and unpaid interest, fees, and expenses payable with respect thereto.

“S&P” means Standard & Poor’s Rating Service, a division of The McGraw Hill Companies, Inc., a New York corporation, and its successors.

“SEC” means the United States Securities and Exchange Commission and any successor thereto.

“Second Amendment Effective Date” means the date on which the Second Amendment to Loan and Security Agreement, dated as of October 4, 2002, shall become effective pursuant to Section 3 of such agreement.

“Securities Account” means a “securities account” as that term is defined in the Code.

“Solvent” means, with respect to any Person on a particular date, that such Person is not insolvent (as such term is defined in the Uniform Fraudulent Transfer Act).

“Stock” means all shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in a Person, whether voting or nonvoting, including common stock, preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

“Stock Pledge Agreement” means that certain stock pledge agreement dated as of even date herewith between Borrower and Agent with respect to the pledge of the Stock of each Subsidiary owned by Borrower.

“Subsidiary” of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or indirectly owns or controls the shares of Stock having ordinary voting power to elect a majority of the board of directors (or appoint other comparable managers) of such corporation, partnership, limited liability company, or other entity. Notwithstanding the foregoing, ORBIMAGE shall not be deemed to be a Subsidiary of Borrower or its Subsidiaries for the purpose of this Agreement.

“Supporting Obligation” means all of Borrower’s now owned or hereafter acquired right, title and interest with respect to any “supporting obligation” as that term is defined in the Code.

“Swing Lender” means Foothill or any other Lender that, at the request of Borrower and with the consent of Agent agrees, in such Lender’s sole discretion, to become the Swing Lender hereunder.

“System Procurement Agreement” means that certain Amended and Restated Orbimage System Procurement Agreement, dated February 26, 1998, as amended by Amendment No. 1 dated December 31, 1998, as amended by Amendment No. 2 dated September 15, 1999, as amended by Amendment No. 3 dated March 30, 2000, as amended by Amendment No. 4 dated June 29, 2000 by and between Borrower and ORBIMAGE, as such Agreement may be amended in accordance with the Agreement.

“Third Amendment Effective Date” means the date on which the Third Amendment to Loan and Security Agreement dated as of February 4, 2003, shall become effective pursuant to Section 3 of such amendment.

“Total Commitment” means, with respect to each Lender, its Total Commitment, and, with respect to all Lenders, their Total Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 attached hereto or on the signature page of the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder in accordance with the provisions of Section 14.1.

“Trustee” means U.S. Bank, N.A., in its capacity as the Trustee under the New Indenture.

“Underlying Issuer” means a third Person that is the beneficiary of an L/C Undertaking and that has issued a letter of credit at the request of the Issuing Lender for the benefit of Borrower. Unless otherwise agreed between Borrower and Agent, the Underlying Issuer shall be Wells Fargo.

“Underlying Letter of Credit” means a letter of credit that has been issued by an Underlying Issuer.

“United States Agency” means any department, agency, public corporation or instrumentality of the United States. For the avoidance of doubt, each branch of the United States military shall be considered a separate United States Agency for all purposes of this Agreement.

“Wells Fargo” means Wells Fargo Bank, National Association, a national banking association.

1.2 Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrower and its Subsidiaries on a consolidated basis unless the context clearly requires otherwise.

1.3 Code. Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein.

1.4 Construction. Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the term “including” is not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in the other Loan Documents to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein or in the other Loan Documents shall be satisfied by the transmission of a Record and any Record transmitted shall constitute a representation and warranty as to the accuracy and completeness of the information contained therein.

1.5 Schedules and Exhibits. All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

(a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make advances (“Advances”) to Borrower in an amount at any one time outstanding not to exceed such Lender’s Pro Rata Share of an amount equal to the lesser of (i) the Maximum Revolver Amount less the sum of (A) the Letter of Credit Usage and (B) the aggregate amount of the reserves established by Agent under Section 2.1(b), or (ii) the Borrowing Base less the Letter of Credit Usage. For purposes of this Agreement, “Borrowing Base,” as of any date of determination, shall mean the result of:

	(i)		the sum of (1) 85% of Eligible Domestic Billed Accounts, plus (2) the least of (A) 50% of Eligible Domestic Unbilled Accounts, (B) $20,000,000, or (C) 150% of the Eligible Domestic Billed Accounts, collectively less the amount, if any, of the sum of the Dilution Reserve and the ORBIMAGE Reserve, and

	(ii)		an amount equal to Borrower’s Collections with respect to Accounts for the immediately preceding 75 day period, minus

	(y)		the aggregate amount of reserves established by Agent under Section 2.1(b).

(b) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including the Bank Product Reserves, the Baseline Reserve and additional reserves with respect to (i) sums that Borrower is required to pay (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, or if no due date is provided, upon demand, under any Section of this Agreement or any other Loan Document, and (ii) amounts owing by Borrower to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than any existing Permitted Lien set forth on Schedule P-1, and Permitted Liens under clause (p) of the definition of Permitted Liens and any Lien arising after the date hereof that secures Permitted Purchase Money Indebtedness), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral; provided, however, that in no event shall a reserve be created pursuant to this Section 2.1(b)(ii) in respect of Permitted Liens of the type described in clauses (b) (to the extent the unpaid taxes are not delinquent), (h), and (i) of the definition of Permitted Liens.

(c) The Lenders with Revolver Commitments shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount.

(d) Amounts borrowed pursuant to this Section may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

2.2 Partial Prepayment of Revolver Usage and Reduction of Revolver Commitment. Borrower may, with the consent of Required Lenders, and shall, to the extent required by Section 7.3(c) or any consent or waiver issued with respect to Section 7.3(c), prepay all or a portion of the outstanding Advances (or, to the extent no Advances are outstanding, to cash collateralize all or a portion of the outstanding Letters of Credit Usage in an amount up to 110% of the then extant Letter of Credit Usage) from the Net Proceeds of Permitted

Dispositions. Any such prepayment by Borrower (i) shall result in a permanent, pro rata reduction of Lenders’ Revolver Commitments, and (ii) shall be accompanied by the payment by Borrower of the Applicable Partial Prepayment Premium.

(a) Procedure for Borrowing. Each Borrowing shall be made by an irrevocable written request by an Authorized Person delivered to Agent (which notice must be received by Agent no later than 1:00 p.m. (Atlanta time) on the Business Day prior to the date that is the requested Funding Date in the case of a request for an Advance specifying (i) the amount of such Borrowing, and (ii) the requested Funding Date, which shall be a Business Day; provided, however, that in the case of a request for a Swing Loan in an amount of $5,000,000, or less, such notice will be timely received if it is received by Agent no later than 1:00 p.m. (Atlanta time) on the Business Day that is the requested Funding Date) specifying (i) the amount of such Borrowing, and (ii) the requested Funding Date, which shall be a Business Day. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time, with such telephonic notice to be confirmed in writing within twenty-four (24) hours of the giving of such notice.

(b) Agent’s Election. Promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall elect, in its discretion, (i) to have the terms of Section 2.3(c) apply to such requested Borrowing, or (ii) if the Borrowing is for an Advance, to request Swing Lender to make a Swing Loan pursuant to the terms of Section 2.3(d) in the amount of the requested Borrowing; provided, however, that if Swing Lender declines in its sole discretion to make a Swing Loan pursuant to Section 2.3(d), Agent shall elect to have the terms of Section 2.3(c) apply to such requested Borrowing.

(i) In the event that Agent shall elect to have the terms of this Section 2.3(c) apply to a requested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 4:00 p.m. (Atlanta time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 1:00 p.m. (Atlanta time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Advances, upon satisfaction of the applicable conditions precedent set forth in Section 3 hereof, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Borrower’s Designated Account; provided, however, that, subject to the provisions of Sections 2.3(e) and 2.3(i), Agent shall not request any Lender to make, and no Lender shall make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the


	applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

(ii) Unless Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to Agent for the account of Borrower the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to Agent in immediately available funds and Agent in such circumstances has made available to Borrower such amount, that Lender shall on the Business Day following such Funding Date make such amount available to Agent, together with interest at the Defaulting Lender Rate for each day during such period. A notice submitted by Agent to any Lender with respect to amounts owing under this subsection shall be conclusive, absent manifest error. If such amount is so made available, such payment to Agent shall constitute such Lender’s Advance on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Advances composing such Borrowing. The failure of any Lender to make any Advance on any Funding Date shall not relieve any other Lender of any obligation hereunder to make an Advance on such Funding Date, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on any Funding Date.

(iii) Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrower to Agent for the Defaulting Lender’s benefit, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments to each other non-Defaulting Lender member of the Lender Group ratably in accordance with their Commitments (but only to the extent that such Defaulting Lender’s Advance was funded by the other members of the Lender Group) or, if so directed by Borrower and if no Default or Event of Default had occurred and is continuing (and to the extent such Defaulting Lender’s Advance was not funded by the Lender Group), retain same to be re-advanced to Borrower as if such Defaulting Lender had made Advances to Borrower. Subject to the foregoing, if Borrower does not so direct Agent (and to the extent the Defaulting Lender’s Advance was not funded by the Lender Group), Agent may hold and, in its Permitted Discretion, re-lend to Borrower for the account of such Defaulting Lender the amount of all such payments received and retained by it for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents, such Defaulting

Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero. This Section shall remain effective with respect to such Lender until (x) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable, (y) the non-Defaulting Lenders, Agent, and Borrower shall have waived such Defaulting Lender’s default in writing, or (z) the Defaulting Lender makes its Pro Rata Share of the applicable Advance and pays to Agent all amounts owing by Defaulting Lender in respect thereof. The operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrower of its duties and obligations hereunder to Agent or to the Lenders other than such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrower at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be acceptable to Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance Agreement in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations (other than Bank Product Obligations) (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever; provided further, however, that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups’ or Borrower’s rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund.

(i) In the event Agent shall elect, with the consent of Swing Lender, as a Lender, to have the terms of this Section 2.3(d) apply to a requested Borrowing as described in Section 2.3(b), Swing Lender as a Lender shall make such Advance in the amount of such Borrowing (any such Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(d) being referred to as a “Swing Loan” and such Advances being referred to collectively as “Swing Loans”) available to Borrower on the Funding Date applicable thereto by transferring immediately available funds to Borrower’s Designated Account. Each Swing Loan is an Advance hereunder and shall be subject to all the terms and conditions applicable to other Advances, except that all payments on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own account (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make, any Swing Loan if Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will

not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making, in its sole discretion, any Swing Loan.


	(ii) The Swing Loans shall be secured by the Agent’s Liens, shall constitute Advances and Obligations hereunder, and shall bear interest at the rate applicable from time to time to Advances.

(i) Agent hereby is authorized by Borrower and the Lenders, from time to time in Agent’s sole discretion, (1) after the occurrence and during the continuance of a Default or an Event of Default, or (2) at any time that any of the other applicable conditions precedent set forth in Section 3 have not been satisfied, to make Advances to Borrower on behalf of the Lenders that Agent, in its Permitted Discretion deems necessary or desirable (A) to preserve or protect the Collateral and any other collateral securing the Obligations, or any portion thereof, (B) to enhance the likelihood of repayment of the Obligations (other than Bank Product Obligations), or (C) to pay any other amount chargeable to Borrower pursuant to the terms of this Agreement, including, without double counting, Lender Group Expenses and the costs, fees, and expenses described in Section 10 (any of the Advances described in this Section 2.3(e) shall be referred to as “Agent Advances”); provided, that notwithstanding anything to the contrary in this Section 2.3(e), the aggregate principal amount of Agent Advances outstanding at any time, when taken together with the aggregate principal amount of Overadvances in accordance with Section 2.3(i) hereof outstanding at any time, shall not exceed an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (y) $3,500,000. Each Agent Advance is an Advance hereunder and shall be subject to all the terms and conditions applicable to other Advances, except that all payments on any Agent Advance shall be payable to Agent solely for its own account (and for the account of the holder of any participation interest with respect to such Agent Advance).


	(ii) The Agent Advances shall be repayable by Borrower on demand. All Agent Advances shall be secured by Agent’s Liens granted to Agent under the Loan Documents, shall constitute Advances and Obligations hereunder, and shall bear interest at the rate applicable from time to time to Advances.

(f) Settlement. It is agreed that each Lender’s funded portion of the Advances is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents,

settlement among them as to the Advances, the Swing Loans, and the Agent Advances shall take place on a periodic basis in accordance with the following provisions:

(i) Agent shall request settlement (“Settlement”) with the Lenders on a monthly basis, or on a more frequent basis if so determined by Agent, (1) on behalf of Swing Lender, with respect to each outstanding Swing Loan, (2) for itself, with respect to each Agent Advance, and (3) with respect to Collections received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 4:00 p.m. (Atlanta time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, and Agent Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(c)(iii)): (y) if a Lender’s balance of the Advances, Swing Loans, and Agent Advances exceeds such Lender’s Pro Rata Share of the Advances, Swing Loans, and Agent Advances as of a Settlement Date, then Agent shall, by no later than 3:00 p.m. (Atlanta time) on the Settlement Date, transfer in immediately available funds to the account of such Lender as such Lender may designate, an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances, Swing Loans, and Agent Advances, and (z) if a Lender’s balance of the Advances, Swing Loans, and Agent Advances is less than such Lender’s Pro Rata Share of the Advances, Swing Loans, and the Agent Advances as of a Settlement Date, such Lender shall no later than 3:00 p.m. (Atlanta time) on the Settlement Date transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances, Swing Loans, and Agent Advances. Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loan or Agent Advance and, together with the portion of such Swing Loan or Agent Advance representing Swing Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.

(ii) In determining whether a Lender’s balance of the Advances, Swing Loans, and Agent Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances, Swing Loans, and Agent Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest and fees payable by Borrower and allocable to the Lenders hereunder, and proceeds of Collateral and any other collateral securing the Obligations. To the extent that a net amount is owed to any such Lender after


	such application, such net amount shall be distributed by Agent to that Lender as part of such next Settlement.

(iii) Between Settlement Dates, Agent, to the extent no Agent Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Pro Rata Share of the Advances. If, as of any Settlement Date, Collections received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders, to be applied to the outstanding Advances of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Agent Advances, and each Lender (subject to the effect of letter agreements between Agent and individual Lenders) with respect to the Advances other than Swing Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or the Lenders, as applicable.

(g) Notation. Agent shall record on its books the principal amount of the Advances owing to each Lender, including the Swing Loans owing to Swing Lender, and Agent Advances owing to Agent, and the interests therein of each Lender, from time to time. In addition, each Lender is authorized, at such Lender’s option, to note the date and amount of each payment or prepayment of principal of such Lender’s Advances in its books and records, including computer records, such books and records constituting conclusive evidence, absent manifest error, of the accuracy of the information contained therein.

(h) Lenders’ Failure to Perform. All Advances (other than Swing Loans and Agent Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

(i) Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (A) after giving effect to such Advances (including a Swing Loan), together

with the aggregate principal amount of Agent Advances in accordance with Section 2.3(e) hereof outstanding at any time, the outstanding Revolver Usage does not exceed the Borrowing Base by more than an amount equal to the lesser of (x) 10% of the Borrowing Base then in effect and (y) $3,500,000, (B) after giving effect to such Advances (including any Swing Loan) the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount, and (C) at the time of the making of any such Advance (including a Swing Loan), Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than ninety (90) days. The foregoing provisions of this Section 2.3(i) are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.3(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that the rate of interest applicable thereto shall be the rate applicable to Advances under Section 2.6(c) hereof without regard to the presence or absence of a Default or Event of Default.

(ii) In the event Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by the preceding paragraph, regardless of the amount of, or reason for, such excess, Agent shall notify Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or any other collateral securing the Obligations or their value), and the Lenders with Revolver Commitments thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding paragraph. In the event Agent or any Lender disagrees over the terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders.

(iii) Each Lender with a Revolver Commitment shall be obligated to settle with Agent as provided in Section 2.3(f) for the amount of such Lender’s Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.3(i), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Lender Group Expenses.

(i) Except as otherwise expressly provided herein, all payments by Borrower shall be made to Agent’s Account for the account of the Lender Group and shall be made in immediately available funds, no later than 2:00 p.m. (Atlanta time) on the date specified herein. Any payment received by Agent later than 2:00 p.m. (Atlanta time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.

(ii) Unless Agent receives notice from Borrower prior to the date on which any payment is due to the Lenders that Borrower will not make such payment in full as and when required, Agent may assume that Borrower has made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrower does not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

(i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent’s separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. All payments shall be remitted to Agent and, subject to Section 2.4(b)(iii), all such payments, and all proceeds of Accounts or other Collateral received by Agent pursuant to Section 2.7(a) or other applicable provisions of this Agreement, shall be applied on the applicable date required by Section 2.8 as follows:


	(A) first, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full,


	(B) second, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full,


	(C) third, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full,


	(D) fourth, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full,


	(E) fifth, to pay interest due in respect of all Agent Advances, until paid in full,


	(F) sixth, ratably to pay interest due in respect of the Advances (other than Agent Advances) and the Swing Loans until paid in full,


	(G) seventh, so long as no Event of Default has occurred and is continuing, to pay the principal of all Agent Advances until paid in full,


	(H) eighth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Swing Loans until paid in full,


	(I) ninth, so long as no Event of Default has occurred and is continuing, and at Agent’s election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due and owing by Borrower or its Subsidiaries in respect of Bank Products, until paid in full,


	(J) tenth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full,


	(L) twelfth, if an Event of Default has occurred and is continuing, to pay the principal of all Agent Advances until paid in full,


	(M) thirteenth, if an Event of Default has occurred and is continuing, to pay the principal of all Swing Loans until paid in full,

(N) fourteenth, if an Event of Default has occurred and is continuing, to Agent, to be held by Agent, for the benefit of Wells Fargo or its Affiliates, as applicable, as cash collateral in an amount up to the amount of the Bank Product Reserves established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Borrower’s and its Subsidiaries’ obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted,


	(O) fifteenth, if an Event of Default has occurred and is continuing to pay the principal of all Advances until paid in full,


	(P) sixteenth, if an Event of Default has occurred and is continuing, to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 110% of the then extant Letter of Credit Usage until paid in full,


	(R) eighteenth, to pay any other Obligations due and payable (including Bank Product Obligations) until paid in full, and


	(S) nineteenth, to Borrower (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.


	(ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(f).


	(iii) So long as no Event of Default has occurred and is continuing, Section 2.4(b)(i) shall not apply to any payment by Borrower specified by Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement.

(iv) For purposes of the foregoing, “paid in full” means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, in each case, to the extent included in the Obligations, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

(v) In the event of a direct conflict between the priority provisions of this Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.4 shall control and govern.

2.5 Overadvances. If, at any time or for any reason, the amount of Obligations (other than Bank Product Obligations) owed by Borrower to the Lender Group pursuant to Sections 2.1 and 2.12 is greater than either the Dollar or percentage limitations set forth in Sections 2.1 or 2.12, (an “Overadvance”), Borrower shall promptly, and in any event within two (2) Business Days after the occurrence thereof, pay to Agent, in cash, the amount of such excess, which amount shall be used by Agent to reduce the Obligations in accordance with the priorities set forth in Section 2.4(b). In addition, Borrower hereby promises to pay the Obligations (including principal, interest, fees, costs, and expenses) in Dollars in full to the Lender Group as and when due and payable under the terms of this Agreement and the other Loan Documents.

2.6 Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations.

(a) Interest Rates. Except as provided in clause (c) below, all Obligations (except for undrawn Letters of Credit and except for Bank Product Obligations) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof at a per annum rate equal to the Base Rate plus the Base Rate Revolving Loan Margin. The foregoing notwithstanding, at no time shall any portion of the Obligations (other than Bank Product Obligations) bear interest on the Daily Balance thereof at a per annum rate less than 7%. To the extent that interest accrued hereunder at the rate set forth herein would be less than the foregoing minimum daily rate, the interest rate chargeable hereunder for such day automatically shall be deemed increased to the minimum rate.

(b) Letter of Credit Fee. Borrower shall pay Agent (for the ratable benefit of the Lenders with a Revolver Commitment, subject to any letter agreement between Agent and individual Lenders), a Letter of Credit fee (in addition to the charges, commissions, fees, and costs set forth in Section 2.12(e)) which shall accrue on the Daily Balance of the undrawn amount of all outstanding Letters of Credit at a rate equal to (i) prior to the First Amendment Effective Date, 2.5% per annum, and (ii) commencing on the First Amendment Effective Date, 3.5% per annum.

(c) Default Rate. Upon the occurrence and during the continuation of an Event of Default (and at the election of Agent or the Required Lenders),


	(i) all Obligations (except for undrawn Letters of Credit and except for Bank Product Obligations) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof at a per annum rate equal to 4.0 percentage points above the per annum rate otherwise applicable hereunder, and

	(ii) the Letter of Credit fee provided for above shall be increased by 4.0 percentage points above the per annum rate otherwise applicable hereunder.

(d) Payment. Interest, Letter of Credit fees, and all other fees payable hereunder shall be due and payable, in arrears, on the first day of each month at any time that Obligations or Commitments are outstanding. Borrower hereby authorizes Agent, from time to time, without prior notice to Borrower, to charge and, subject to the other provisions of this Agreement, prior to an Event of Default and subject to the provisions of Section 2.3(i), Agent

agrees to charge such interest and fees, all Lender Group Expenses (as and when incurred), the charges, commissions, fees, and costs provided for in Section 2.12(e) (as and when accrued or incurred), the fees and costs provided for in Section 2.11 (as and when accrued or incurred), and all other payments as and when due and payable under any Loan Document (including any amounts due and payable to Wells Fargo or its Affiliates in respect of Bank Products up to the amount of the then extant Bank Product Reserves) to Borrower’s Loan Account, which amounts thereafter shall constitute Advances hereunder and shall accrue interest at the rate then applicable to Advances hereunder. Any interest not paid when due shall be charged to Borrower’s Loan Account and shall thereafter constitute Advances hereunder and shall accrue interest at the rate then applicable to Advances hereunder.

(e) Computation. All interest and fees chargeable under the Loan Documents shall be computed on the basis of a three hundred sixty (360) day year for the actual number of days elapsed. In the event the Base Rate is changed from time to time hereafter, the rates of interest hereunder based upon the Base Rate automatically and immediately shall be increased or decreased by an amount equal to such change in the Base Rate.

(f) Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

(a) Borrower shall (i) establish and maintain cash management services of a type and on terms satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a bank account in Agent’s name (a “Cash Management Account”) at such Cash Management Bank, and, (ii) deposit or cause to be deposited promptly, and in any event no later than (1) the fifth Business Day after the receipt thereof with respect to amounts in an aggregate amount of less than $100,000 or (2) the second Business Day after the receipt thereof with respect to all other Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a Cash Management Account; provided, however, that the portion of the proceeds received by Borrower pursuant to the New Indenture to be applied to repay the indebtedness of Borrower under the Indenture shall be deposited by Borrower pursuant to Section 7.1(g).

(b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance acceptable to Agent

in its Permitted Discretion. Each such Cash Management Agreement shall provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank as agent or bailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account.

(c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account by delivering written notice to Agent with reference to such Schedule 2.7(a); provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. In the event Borrower receives notice from Agent that (x) the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or (y) the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, Borrower shall (I) within thirty (30) days of Borrower’s receipt of notice from Agent, request in writing and otherwise take such reasonable steps to ensure that, within ninety (90) days from the date thereof, all of Borrower’s Account Debtors that make payments into such Cash Management Accounts make payments into (A) another existing Cash Management Account that has not been determined by Agent to be unacceptable in accordance with this Section 2.7(c) or (B) any new Cash Management Account established in accordance with this Section 2.7(c), and (II) close its existing Cash Management Accounts with the Cash Management Banks that are subject to such notice from Agent within ninety (90) days from Borrower’s receipt thereof.

(d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrower is hereby deemed to have granted a Lien to Agent.

2.8 Crediting Payments; Float Charge. (a) The receipt of any payment item by Agent (whether from transfers to Agent by the Cash Management Banks pursuant to the Cash Management Agreements or otherwise) shall not be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds made to the Agent’s Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only if it is received into the Agent’s Account on a Business Day on or before 2:00 p.m. (Atlanta time). If any payment item is received into the Agent’s Account on a non-Business Day or after 2:00 p.m. (Atlanta time) on a Business Day, it shall be deemed to have been received by Agent

as of the opening of business on the immediately following Business Day. All payment items received by Agent on any Business Day in accordance with this Section 2.8 shall be applied pursuant to Section 2.4(b) on such Business Day.

(b) From and after the Closing Date, Agent shall be entitled to charge Borrower for two (2) Business Days of ‘clearance’ or ‘float’ at the rate applicable to Advances under Section 2.6 on all Collections that are received by Borrower (regardless of whether forwarded by the Cash Management Banks to Agent); provided, however, that the “clearance” or “float” charge pursuant to this Section 2.8(b) shall not be charged to Collections constituting (i) proceeds from equity issuances or (ii) proceeds from the sale by Borrower of TMS. The two (2) Business Day’s ‘clearance’ or ‘float’ charge applicable pursuant to this Section 2.8(b) is acknowledged by the parties to constitute an integral aspect of the pricing of the financing of Borrower and shall apply irrespective of whether there are any outstanding monetary Obligations; the effect of such clearance or float charge being the equivalent of charging two (2) Business Days of interest on such Collections to which it is applicable, or (iii) proceeds from the issuance of new second priority secured notes pursuant to the provisions of the New Indenture. The parties acknowledge and agree that the economic benefit of the foregoing provisions of this Section 2.8 shall be for the exclusive benefit of Agent. For the avoidance of doubt, the ‘clearance’ or ‘float’ charge applicable to funds received into the Agent’s Account pursuant to this Section 2.8 is solely for the purpose of computing interest, and in no event shall such charge affect the date on which “collected funds” received into the Agent’s Account are applied to the Loan Account or the Obligations.

2.9 Designated Account. Agent is authorized to make the Advances, and Issuing Lender is authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person, or without instructions if pursuant to Section 2.6(d). Borrower agrees to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving (i) the proceeds of the Advances requested by Borrower and made by Agent or the Lenders hereunder and (ii) receiving the balance of any funds remaining in the Agent’s Account after the application of the funds in the Agent’s Account pursuant to Section 2.4(b). Unless otherwise agreed by Agent and Borrower, any Advance, Agent Advance, or Swing Loan requested by Borrower and made by Agent or the Lenders hereunder shall be made to the Designated Account.

2.10 Maintenance of Loan Account; Statements of Obligations. Agent shall maintain an account on its books in the name of Borrower (the “Loan Account”) on which Borrower will be charged with all Advances (including Agent Advances and Swing Loans) made by Agent, Swing Lender, or the Lenders to Borrower or for Borrower’s account, the Letters of Credit issued by Issuing Lender for Borrower’s account, and with all other payment Obligations hereunder or under the other Loan Documents (except for Bank Product Obligations), including, accrued interest, fees and expenses, and Lender Group Expenses. On each Business Day, the Loan Account will be credited with all payments received and collected into the Agent’s Account on or before 2:00 p.m. (Atlanta time) on such day from Borrower or for Borrower’s account, including all amounts received in the Agent’s Account from any Cash Management Bank. Agent shall render statements regarding the Loan Account to Borrower, including principal, interest, fees, and including an itemization of all charges and expenses constituting

Lender Group Expenses owing, and such statements shall be conclusively presumed, absent manifest error, to be correct and accurate and constitute an account stated between Borrower and the Lender Group unless, within sixty (60) days after receipt thereof by Borrower, Borrower shall deliver to Agent written objection thereto describing the error or errors contained in any such statements.

2.11 Fees. Borrower shall pay to Agent the following fees and charges, which fees and charges shall be fully earned when due and non-refundable when paid (irrespective of whether this Agreement is terminated thereafter) and shall be apportioned among the Lenders in accordance with the terms of letter agreements between Agent and individual Lenders:

(a) Unused Line Fee. On the first day of each month during the term of this Agreement, an unused line fee in an amount equal to 0.75% per annum times the result of (a) the Maximum Revolver Amount, less (b) the sum of (i) the average Daily Balance of Advances that were outstanding during the immediately preceding month, plus (ii) the average Daily Balance of the Letter of Credit Usage during the immediately preceding month, plus (iii) the amount of any Bank Product Reserves established by the Agent with respect to Hedge Agreements, plus (iv) the Baseline Reserve plus (v) the amount of any Advances requested by Borrower but not advanced as a result of the failure of any Defaulting Lender to make such Advance;

(b) Fee Letter Fees. As and when due and payable under the terms of the Fee Letter, Borrower shall pay to Agent and Lenders the fees set forth in the Fee Letter; and

(c) Audit, Appraisal, and Valuation Charges. For the separate account of Agent, audit, appraisal, and valuation fees and charges as follows (i) a fee of $850 per day, per auditor, plus out-of-pocket expenses for each financial audit of Borrower performed by personnel employed by Agent (excluding routine administration matters performed by an account executive) and (ii) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits of Borrower, to appraise the Collateral, or any portion thereof, or to assess Borrower’s business valuation.

(a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrower (each, an “L/C”), to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer or cause an Underlying Issuer to issue Underlying Letters of Credit, in each case for the account of Borrower in accordance with Borrower’s instructions. To request the issuance of an L/C, an L/C Undertaking, or an Underlying Letter of Credit issued by the Underlying Issuer (or the amendment, renewal, or extension of an outstanding L/C, L/C Undertaking, or an Underlying Letter of Credit issued by the Underlying Issuer), Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C, L/C Undertaking, or an Underlying Letter of Credit issued by the Underlying Issuer, or identifying the L/C, L/C Undertaking, or an Underlying Letter of Credit issued by the Underlying Issuer to

be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C, L/C Undertaking, or Underlying Letter of Credit issued by the Underlying Issuer is to expire, the amount of such L/C, L/C Undertaking, or Underlying Letter of Credit issued by the Underlying Issuer, the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C, L/C Undertaking, or Underlying Letter of Credit issued by the Underlying Issuer. If requested by the Issuing Lender, Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:


	(i) the Letter of Credit Usage would exceed the Borrowing Base less the amount of outstanding Advances, or

	(ii) the Letter of Credit Usage would exceed $25,000,000 or

	(iii) the Letter of Credit Usage would exceed the Maximum Revolver Amount less the then extant amount of outstanding Advances.

Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance consistent with Borrower’s instructions and acceptable to the Issuing Lender (in the exercise of its Permitted Discretion), including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is obligated to advance funds under a Letter of Credit, Borrower immediately shall reimburse such L/C Disbursement to Issuing Lender by paying to Agent an amount equal to such L/C Disbursement not later than 2:00 p.m., Georgia time, on the date that such L/C Disbursement is made, if Borrower shall have received written or telephonic notice of such L/C Disbursement prior to 1:00 p.m., Georgia time, on such date, or, if such notice has not been received by Borrower prior to such time on such date, then not later than 11:00 a.m., Georgia time, on (i) the Business Day that Borrower receives such notice, if such notice is received prior to 1:00 p.m., Georgia time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Advances under Section 2.6. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrower’s obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Agent of any payment from Borrower pursuant to this paragraph, Agent shall distribute such payment to the Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.12(c) to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as their interest may appear.

(b) Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.12(a), each Lender with a Revolver Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrower had requested such Advance and Agent shall promptly pay to Issuing Lender the amounts so received by it from the Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action

on the part of the Issuing Lender or Lenders with Revolver Commitments, the Issuing Lender shall be deemed to have granted to each Lender with a Revolver Commitment, and each Lender with a Revolver Commitment shall be deemed to have purchased, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Lender agrees to pay to Agent, for the account of the Issuing Lender, such Lender’s Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with a Revolver Commitment hereby absolutely and unconditionally agrees to pay to Agent, for the account of the Issuing Lender, such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrower on the date due as provided in clause (a) of this Section, or of any reimbursement payment required to be refunded to Borrower for any reason. Each Lender with a Revolver Commitment acknowledges and agrees that its obligation to deliver to Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.12(b) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Lender fails to make available to Agent the amount of such Lender’s Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full.

(c) Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Lender Group arising out of or in connection with any Letter of Credit; provided, however, that Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender, the Underlying Issuer (if the Underlying Issuer is Wells Fargo) or any other member of the Lender Group. Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for Borrower’s account, even though this interpretation may be different from Borrower’s own, and Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrower’s instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto except for any error, negligence or mistake that is caused by the gross negligence or willful misconduct of any member of the Lender Group or the Underlying Issuer (if the Underlying Issuer is Wells Fargo). Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrower against such Underlying Issuer. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender Group under any L/C Undertaking as a result of the Lender Group’s indemnification of any Underlying Issuer; provided, however, that Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender, the Underlying Issuer (if such Underlying Issuer is Wells Fargo) or any other member of the Lender Group.

(d) Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application; provided, however, that the Issuing Lender shall be liable to Borrower for any damages suffered by Borrower as a result of any directions of Borrower concerning the Underlying Letter of Credit being incorrectly communicated to the Underlying Issuer as a result of the Issuing Lender’s gross negligence or willful misconduct.

(e) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and immediately shall be reimbursable by Borrower to Agent for the account of the Issuing Lender; it being acknowledged and agreed by Borrower that, as of the Closing Date, the issuance charge imposed by the Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time upon thirty (30) days’ prior written notice to Borrower, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals.

(f) If by reason of (i) any change in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer or the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):


	(i) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or

	(ii) there shall be imposed on the Underlying Issuer or the Lender Group any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto,

and the result of the foregoing is to increase, directly or indirectly, the cost to the Lender Group of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Lender Group, then, and in any such case, Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower in reasonable detail of the circumstances giving rise to such additional cost or reduced receipt, and Borrower shall pay on demand such amounts as Agent may specify to be necessary to compensate the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Advances. The determination by Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

(g) As of the Closing Date, without further action by the parties hereto, each letter of credit issued under the Letter of Credit Reimbursement Agreement shall be deemed to be an L/C issued pursuant to this Agreement and each such L/C shall be governed by the provisions hereof and, by its terms, the Letter of Credit Reimbursement Agreement shall be terminated.

2.14 Capital Requirements. If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction becomes effective, payable within ninety (90) days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error); provided that in no event shall Borrower be liable for any reduced return on capital incurred prior to the date that is one hundred twenty (120) days prior to the date of the delivery of such notice. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

2.15 Designated Senior Indebtedness. The Obligations shall constitute Designated Senior Indebtedness for all purposes under the Indenture and the New Indenture.

2.16 Registered Notes. Agent agrees to record each Advance on the Register referenced in Section 14.1(h). Each Advance recorded on the Register (each a “Registered Loan”) may not be evidenced by promissory notes other than Registered Notes (as defined below). Upon the registration of any Advance, Borrower agrees at the request of any Lender, to execute and deliver to such Lender a promissory note, in conformity with the terms of this Agreement, in registered form to evidence such Registered Loan, in form and substance reasonably satisfactory to such Lender, and registered as provided in Section 14.1(h) (a “Registered Note”), payable to the order of such Lender and otherwise duly completed, provided that any Registered Note issued to evidence Advances shall be issued in the principal amount of the applicable Lender’s Revolver Commitment. Once recorded on the Register, each Advance may not be removed from the Register so long as it or they remain outstanding, and a Registered Note may not be exchanged for a promissory note that it is not a Registered Note.

3.1 Conditions Precedent to the Initial Extension of Credit. The obligation of the Lender Group (or any member thereof) to make the initial Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of Agent, of each of the conditions precedent set forth below:

(b) Agent shall have received all financing statements required by Agent, duly authorized by Borrower or, as applicable, a Guarantor, and Agent shall have received confirmations reflecting the filing of all such financing statements;

(c) Agent shall have received each of the following documents, in form and substance satisfactory to Agent, duly executed, and each such document shall be in full force and effect:


	(i) the Cash Management Agreements, including, without limitation, with respect to (A) lockbox account No. 0030134412 at Bank of America, N.A., (B) lockbox account No. 2086827474 at Bank of America, N.A., (C) Deposit Account No. 4113052459 at Bank of America, N.A., (D) lockbox account No. 0015891942 at Allfirst Bank, and (E) lockbox account Nos. 4950050062, 4950050070, 4950050054 at Wells Fargo;

	(ii) to the extent required pursuant to Section 7.13, the Control Agreements;

	(iii) the Intellectual Property Security Agreement;

	(iv) the Disbursement Letter;

	(v) the Due Diligence Letter;

	(vi) the Fee Letter;

	(vii) the Guaranty;

	(viii) the Guarantor Security Agreement;

	(ix) the Mortgages;

	(x) the Officers’ Certificate;

	(xi) the Stock Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank;

	(xii) a Borrowing Base Certificate dated as of the Closing Date; and

	(xiii) a Compliance Certificate dated as of the Closing Date;

(d) Agent shall have received a certificate from the secretary or assistant secretary of Borrower (i) attesting to the resolutions of Borrower’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which Borrower is a party and authorizing specific officers of Borrower to execute the same, and (ii) certifying the names and true signatures of the officers of Borrower authorized to sign each Loan Document;

(e) Agent shall have received copies of Borrower’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the secretary or assistant secretary of Borrower;

(f) Agent shall have received a certificate of status with respect to Borrower, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of Borrower, which certificate shall indicate that Borrower is in good standing in such jurisdiction;

(g) Agent shall have received certificates of status with respect to Borrower, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of Borrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Borrower is in good standing in such jurisdictions;

(h) Agent shall have received a certificate from the secretary or assistant secretary of each Guarantor attesting to the resolutions of such Guarantor’s Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which such Guarantor is a party and authorizing specific officers of such Guarantor to execute the same;

(i) Agent shall have received copies of each Guarantor’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the secretary or assistant secretary of such Guarantor;

(j) Agent shall have received a certificate of status with respect to each of its Subsidiaries extant as of the Closing Date, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Subsidiary, which certificate shall indicate that such Subsidiary is in good standing in such jurisdiction;

(k) Agent shall have received certificates of status with respect to each Subsidiary extant as of the Closing Date, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Subsidiary) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Subsidiary is in good standing in such jurisdictions;

(l) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be satisfactory to Agent;

(m) Agent shall have received an opinion of Borrower’s counsel in form and substance satisfactory to the Lenders, including, without limitation, Borrower’s Virginia counsel;

(n) Agent shall have a certificate of the chief financial officer of Borrower certifying that all tax returns required to be filed by Borrower have been timely filed and all taxes upon Borrower or its properties, assets, income, and franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest;

(o) Borrower shall have the Required Availability after giving effect to the initial extensions of credit hereunder;

(p) Agent shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrower’s books and records and verification of Borrower’s representations and warranties to the Lender Group, the results of which shall be satisfactory to the Lenders in their Permitted Discretion, and (ii) a lien search on Borrower and its Subsidiaries, the results of which are satisfactory to Agent;

(q) Agent shall have received the unaudited financial statements for Borrower as of December 31, 2001, which shall be in form and substance satisfactory to the Lenders;

(r) The Lenders shall have completed their review of the final enterprise valuation of Borrower calculated by Andersen, the results of which shall be satisfactory to Lenders;

(t) Borrower shall pay, or shall have provided irrevocable directions to pay from the loan proceeds, all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement;

(u) Agent shall have received (i) appraisals of the Real Property Collateral satisfactory to the Lenders, and (ii) mortgagee title insurance policies pursuant to ALTA Lender’s Policies of Title Insurance (or marked commitments to issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Agent, together with any endorsements thereto, (each a “Mortgage Policy” and, collectively, the “Mortgage Policies”) in amounts satisfactory to Agent assuring Agent that the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance satisfactory to Agent;

(v) Agent shall have received (i) a copy of the Phase-I environmental report and a reliance letter issued to Agent for the benefit of the Lender Group for the unimproved Real Property Collateral located at Steeplechase Industrial Park, Lots 1-4, and (ii) an ALTA/ACSM survey certified to Agent for the benefit of the Lender Group with respect to each parcel composing the Real Property Collateral; the environmental consultants and surveyors retained for such ALTA/ACSM survey, the scope of the reports or surveys, and the results of both the survey and the Phase-I report shall be reasonably acceptable to Agent;

(w) Agent shall have received copies of each of (i) the Indenture, (ii) the pay-off letter executed by JPMorgan, together with Uniform Commercial Code termination statements and other documentation evidencing the termination by JPMorgan of its Liens on and to the properties and assets of Borrower and its Subsidiaries, (iii) the pay-off letter executed by MetLife, together with Uniform Commercial Code termination statements and other documentation evidencing the termination by MetLife of its Liens on and to the properties and assets of Borrower and its Subsidiaries, except as in respect of any operating lease between Borrower and MetLife or one of its Affiliates, and (iv) termination statements for all other financing statements that have not otherwise lapsed, naming Borrower or its Subsidiaries as “debtor”, excluding the Permitted Liens;

(x) Borrower shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by Borrower of this Agreement or any other Loan Document or with the consummation of the transactions contemplated hereby and thereby;

(y) Agent shall have received evidence satisfactory to it that Borrower has dissolved each of its Subsidiaries other than Orbital Communications, Orbital Holdings, and Orbital International;

(z) Borrower shall have executed a final settlement agreement with Indostar, the terms of which are substantially similar to the terms previously provided to Agent;

(aa) Agent shall have received evidence satisfactory to it that Borrower has prepared notices of assignment to be delivered to the relevant government contracting officers (or other authorized parties) pursuant to the Assignment of Claims Act and the applicable provisions of the F.A.R. with respect to all Accounts existing as of the date hereof with a remaining billable contract value equal to or greater than $2,000,000 after the Closing Date for which the United States or any department, agency or instrumentality thereof is the Account Debtor;

(bb) Borrower shall have established a cash management system satisfying the requirements of Section 2.7 and Section 7.13; provided, however, that the Cash Management Accounts with Bank of America, N.A. referenced in Section 3.2(g) shall not be required to be in Agent’s name; and

(cc) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Agent.

3.2 Conditions Subsequent. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (except as set forth in Section 3.2(a), the failure by Borrower to so perform or cause to be performed constituting an Event of Default):

(a) within ten (10) days of the Closing Date, Borrower shall deliver to Agent evidence that Borrower is in good standing and qualified to do business in the States of Virginia,

Arizona and California and that Orbital Communications is in good standing and qualified to do business in the State of Virginia.

(b) within ten (10) days of the date Agent delivers to Borrower executed copies of the notices of assignment to be delivered to the relevant governmental contracting officers (or other authorized parties) pursuant to the Assignment of Claims Act and F.A.R. with respect to all Accounts existing as of the Closing Date with a remaining billable Contract Value equal to or greater than $2,000,000 after the Closing Date for which any United States Agency is the Account Debtor, Borrower shall deliver to Agent evidence of the submission of such notices to the relevant governmental contracting officers (or other authorized parties).

(c) within fifteen (15) days (with respect to the properties listed in clauses (i), (iii) and (iv) below) and within thirty (30) days (with respect to the property listed in clause (ii) below) of the Closing Date, Borrower shall deliver to Agent Collateral Access Agreements with respect to each of the following properties;


	(i) 21829, 21839 Atlantic Boulevard, Dulles, Virginia;

	(ii) 3380 South Price Road, Chandler, Arizona;

	(iii) 7170 Riverwood Drive, Columbia, Maryland; and

	(iv) 21700 Atlantic Boulevard, Dulles, Virginia;

provided, however, that, in the event Borrower fails to deliver to Agent a fully executed Collateral Access Agreement with respect to any of the above-referenced properties on or before the fifteenth day following the Closing Date, no Default or Event of Default shall occur, however, Agent shall establish a reserve against the Borrowing Base in an amount equal to the aggregate amount of rent payable by Borrower during a three (3) month period for the lease of each property described above for which no Collateral Access Agreement is delivered to Agent, and provided further that such reserve with respect to any such lease shall be released on the next succeeding Business Day following the date on which Borrower delivers to Agent a fully executed Collateral Access Agreement with respect to such lease;

(d) within thirty (30) days of the Closing Date, Borrower shall deliver to Agent certified copies of the policies of insurance, together with the endorsements thereto, as are required by Section 6.8, the form and substance of which shall be satisfactory to Agent and its counsel;

(e) within thirty (30) days of the Closing Date, Borrower shall request in writing and take all reasonable steps to ensure that all Account Debtors forward payment of the amounts owed by them directly to a Cash Management Account (other than accounts described in Section 3.2(g)) acceptable to Agent;

(f) within thirty (30) days of the Closing Date, Borrower shall deliver to Agent evidence satisfactory to Agent that the public record in Montgomery County, Maryland reflects that the judgment in favor of Thomas van der Heyden has been satisfied or otherwise removed from the public record;

(g) within ninety (90) days of the Closing Date, Borrower shall deliver to Agent evidence that Borrower has closed its existing lockbox account numbers 0030134412 and 2086827474 with Bank of America, N.A., and lockbox account number 0015891942 with Allfirst Bank and deliver an updated Schedule 2.7(a), reflecting the absence of such account at Bank of America, N.A. and Allfirst Bank;

(h) within fifteen (15) days of the Closing Date, Borrower shall cause its counsel or in-house counsel to deliver to Agent an opinion regarding the stock pledged pursuant to the Stock Pledge Agreement, in form and substance satisfactory to Agent; and

(i) on or before October 11, 2002, (i) Borrower shall have opened a Deposit Account (the “New Deposit Account”) and delivered a fully executed Control Agreement in favor of Agent with respect thereto, in form and substance satisfactory to Agent, (ii) Borrower shall have delivered a fully executed Control Agreement in favor of Trustee with respect to such New Deposit Account, in form and substance satisfactory to the Trustee and Lender, and (iii) Borrower shall take such actions as are necessary to ensure that funds in the Designated Account (in excess of the amount necessary to cover outstanding checks written on such account plus an amount not greater than $500,000) are transferred to the New Deposit Account on a daily basis.

3.3 Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make all Advances (or to extend any other credit hereunder) shall be subject to the following conditions precedent:

(a) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date),

(b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof,

(c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against Borrower, Agent, any Lender, or any of their Affiliates, and

The request by Borrower of an Advance (or other extension of credit) hereunder shall be deemed to be a certification by Borrower that all of the requirements set forth in this Section 3.3 have been satisfied.

3.4 Term. This Agreement shall become effective upon the execution and delivery hereof by Borrower, Agent, and the Lenders and, unless otherwise terminated pursuant to this Agreement, shall continue in full force and effect for a term ending on the third anniversary of the Closing Date (the “Maturity Date”). The foregoing notwithstanding, the Lender Group, upon the election of the Required Lenders, shall have the right to terminate its obligations under this

Agreement immediately and without notice upon the occurrence and during the continuation of an Event of Default.

3.5 Effect of Termination. On the date of termination of this Agreement, all Obligations (including contingent reimbursement obligations of Borrower with respect to outstanding Letters of Credit and including all Bank Product Obligations) immediately shall become due and payable without notice or demand (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 110% of the aggregate face amount of the then extant Letter of Credit Usage, (ii) providing letters of credit, in form and substance and from issuing banks acceptable to Agent, naming Agent as the beneficiary thereof and in an amount equal to 110% of the aggregate face amount of the then extent Letter of Credit Usage, or (iii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral to be held by Agent for the benefit of Wells Fargo or its Affiliates with respect to the then extant Bank Product Obligations). No termination of this Agreement, however, shall relieve or discharge Borrower of its duties, Obligations, or covenants hereunder and the Agent’s Liens in the Collateral shall remain in effect until all Obligations have been fully and finally discharged and the Lender Group’s obligations to provide additional credit hereunder have been terminated; provided, however, that upon Borrower’s compliance with clauses (a) and (b) of this Section or Section 3.6 and upon full and final payment of all Obligations (other than contingent obligations in respect of outstanding Letters of Credit and Bank Product Obligations described in clauses (a) and (b) of this Section or Section 3.6) and the irrevocable termination of the Commitments, (1) Borrower shall no longer have an obligation to comply with Section 2.7, Section 2.8, Article 6 and Article 7, Section 8.3, Section 8.4, Section 8.5, Section 8.6, Section 8.7, Section 8.8, Section 8.9, Section 8.10, Section 8.12 and Section 8.13 (except as it relates to cash collateral or back up letters of credit securing outstanding Letters of Credit or cash collateral securing Bank Products Obligations) of this Agreement and (2) except with respect to cash collateral or back up letters of credit provided pursuant to clauses (a) and (b) of this Section, Agent will, at Borrower’s sole expense, execute and deliver any termination statements to be filed pursuant to the Code, lien releases, mortgage releases, re-assignments of intellectual property, discharges of security interests, payoff letters and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, the Agent’s Liens and all notices of security interests and liens previously filed by or on behalf of Agent with respect to the Obligations. Any remaining cash collateral relating to Letter of Credit Usage and Bank Product Obligations and any back up letter of credit with an undrawn amount shall be returned to Borrower (a) in the case of any Letter of Credit surrendered for termination, no later than three (3) Business Days following such surrender to Agent or the Issuing Lender of such Letters of Credit, (b) in the case of any Letter of Credit that expires, no later than thirty (30) days of the expiration of such Letters of Credit, and (c) in the case of the Bank Product Reserve, no later than ten (10) Business Days following the termination of the Bank Product Obligations.

3.6 Early Termination by Borrower. Borrower has the option, at any time upon sixty (60) days prior written notice to Agent, to terminate this Agreement by paying to Agent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 110% of the aggregate face amount of the then extant Letter of Credit Usage, (ii) providing letters of credit, in form and substance and from issuing banks acceptable to Agent,

naming Agent as the beneficiary thereof and in an amount equal to 110% of the aggregate face amount of the then extent Letter of Credit Usage, or (iii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral to be held by Agent for the benefit of Wells Fargo or its Affiliates with respect to the then extant Bank Products Obligations), in full, together with the Applicable Prepayment Premium (to be allocated based upon letter agreements between Agent and individual Lenders). Any remaining cash collateral relating to Letter of Credit Usage and Bank Product Obligations and any back up letter of credit with an undrawn amount shall be returned to Borrower (1) in the case of any Letter of Credit surrendered for termination, no later than three (3) Business Days following such surrender to Agent or the Issuing Lender of such Letters of Credit, (2) in the case of any Letter of Credit that expires, no later than thirty (30) days of the expiration of such Letters of Credit, and (3) in the case of the Bank Product Reserve, no later than ten (10) Business Days following the termination of the Bank Products Obligations. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then, unless on or before the date fifteen (15) days prior to the termination date set forth in such notice Borrower shall revoke such notice, the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 110% of the aggregate face amount of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral to be held by Agent for the benefit of Wells Fargo or its Affiliates with respect to the then extant Bank Product Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (I) termination upon the election of the Required Lenders to terminate after the occurrence of an Event of Default, (II) foreclosure and sale of Collateral, (III) sale of the Collateral in any Insolvency Proceeding, or (IV) restructure, reorganization or compromise of the Obligations by the confirmation of a plan of reorganization, or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Lender Group, Borrower shall pay the Applicable Prepayment Premium to Agent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

4.1 Grant of Security Interest. Borrower hereby grants to Agent, for the benefit of the Lender Group, a continuing security interest in all of its right, title, and interest in all currently existing and hereafter acquired or arising Personal Property Collateral in order to secure prompt repayment of any and all of the Obligations in accordance with the terms and conditions of the Loan Documents and in order to secure prompt performance by Borrower of each of its covenants and duties under the Loan Documents. The Agent’s Liens in and to the Personal Property Collateral shall attach to all Personal Property Collateral without further act on the part of Agent or Borrower. Anything contained in this Agreement or any other Loan Document to the contrary notwithstanding, except for Permitted Dispositions, Borrower has no

authority, express or implied, to dispose of any item or portion of the Collateral. Borrower shall not, and shall not permit any of its Subsidiaries to, contest in any manner the perfection or priority of Agent’s Lien on any partnership interest or limited liability company interest included in the Collateral (as defined herein and in the Guarantor Security Agreement).

4.2 Negotiable Collateral and Chattel Paper. Borrower covenants and agrees with the Lenders that from and after the date of this Agreement and until the date of termination of this Agreement in accordance with Section 3.5 hereof:

(a) In the event that any Collateral, including proceeds, is evidenced by or consists of Negotiable Collateral, and if and to the extent that perfection or priority of Agent’s security interest is dependent on or enhanced by possession, Borrower, immediately upon the request of Agent, shall endorse and deliver physical possession of such Negotiable Collateral or Chattel Paper to Agent.

(b) Borrower shall take all steps reasonably necessary to grant Agent control of all electronic Chattel Paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transaction Act and the Electronic Signatures in Global and National Commerce Act; and

(c) if Borrower retains possession of any Chattel Paper or instruments with Agent’s consent, such Chattel Paper and instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured thereby are subject to the security interest of Foothill Capital Corporation, as Agent.”

4.3 Collection of Accounts, General Intangibles, and Negotiable Collateral. At any time after the occurrence and during the continuation of an Event of Default, Agent or Agent’s designee may (a) notify Account Debtors of Borrower that the Accounts, Chattel Paper, or General Intangibles have been assigned to Agent or that Agent has a security interest therein, or (b) collect the Accounts, Chattel Paper, or General Intangibles directly and charge the collection costs and expenses to the Loan Account. Borrower agrees that it will hold in trust for the Lender Group, as the Lender Group’s trustee, any Collections that it receives and immediately will deliver said Collections to Agent or a Cash Management Bank in their original form as received by Borrower.

4.4 Delivery of Additional Documentation Required. At any time upon the request of Agent, Borrower shall execute (or cause to be executed) and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent’s Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Agent in any Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Agent to execute any such Additional Documents in Borrower’s name and authorizes Agent to file such executed Additional

Documents in any appropriate filing office. In addition, on such periodic basis as Agent shall reasonably require, Borrower shall (a) provide Agent with a report of all new trademark applications or registrations, copyright registrations, or patent applications or issued patents acquired or generated by Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are material to Borrower’s business and that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s ownership thereof, and (c) to the extent required by the Intellectual Property Security Agreement, cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder. Borrower authorizes Agent to transmit, communicate or, as applicable, file any financing statement under the Code, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect, exclusive of the Excluded Collateral, in such jurisdictions and in such filing offices as Agent may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Agent’s authorization to file a financing statement or amendment thereto, if such financing statement has been pre-filed by Agent prior to the Closing Date. Prior to repayment in full and final discharge of the Obligations, including Borrower’s delivery of cash collateral in an amount equal to 110% of the aggregate face value of the then extant Letter of Credit Usage to be held by Agent for the benefit of any Underlying Issuer with respect to the then extant Letter of Credit Usage or return of the original Letters of Credit to the Issuing Lender, Borrower shall not terminate, amend or file a correction statement with respect to any Uniform Commercial Code financing statements filed pursuant to this Section 4.4 without Agent’s prior written consent.

4.5 Power of Attorney. Borrower hereby irrevocably makes, constitutes, and appoints Agent (and any of Agent’s officers, employees, or agents designated by Agent) as Borrower’s true and lawful attorney, with power to (a) if Borrower refuses to, or fails timely to execute and deliver any of the documents described in Section 4.4, sign the name of Borrower on any of the documents described in Section 4.4, (b) at any time that an Event of Default has occurred and is continuing, sign Borrower’s name on any invoice or bill of lading relating to the Collateral, drafts against Account Debtors, or notices to Account Debtors, (c) (i) prior to the occurrence of an Event of Default, (A) conduct verifications in coordination with Borrower pursuant to procedures agreed upon by Agent, or (B) if Agent determines in its reasonable discretion that Borrower is not cooperating in good faith with the efforts of Agent to conduct verifications, Agent may communicate directly with Account Debtors to conduct such verifications, and (ii) at any time that an Event of Default has occurred and is continuing, send requests for verification of Accounts, (d) endorse Borrower’s name on any Collection item that may come into the Lender Group’s possession for deposit into any Cash Management Account or the Agent’s Account, (e) at any time that an Event of Default has occurred and is continuing, make, settle, and adjust all claims under Borrower’s policies of insurance and make all determinations and decisions with respect to such policies of insurance, and (f) at any time that an Event of Default has occurred and is continuing, settle and adjust disputes and claims respecting the Accounts, Chattel Paper, or General Intangibles directly with Account Debtors,

for amounts and upon terms that Agent determines to be reasonable, and Agent may cause to be executed and delivered any documents and releases that Agent determines to be necessary. The appointment of Agent as Borrower’s attorney, and each and every one of its rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully and finally repaid and performed and the Lender Group’s obligations to extend credit hereunder are terminated.

4.6 Right to Inspect; Appraisals. Subject to any confidentiality obligations to which Borrower is subject with respect to information that has been designated as classified by the United States government or other applicable governmental authority:

(a) Collateral Audits. Agent and each Lender (through any of their respective officers, employees, or agents) shall have the right, from time to time hereafter to inspect the Books and to check, test, and conduct audits of the Collateral and any other collateral securing the Obligations in order to verify Borrower’s and each Guarantor’s financial condition or the amount, quality, value, condition of, or any other matter relating to, the Collateral or any other collateral securing the Obligations; provided, however, so long as no Event of Default has occurred and is continuing, Agent shall not conduct audits and inspections at Borrower’s expense more than four (4) times per calendar year, and

(b) Appraisals. So long as no Event of Default has occurred and is continuing, Agent shall have the right to conduct not more than one (1) appraisal or valuation per year at Borrower’s expense. At any time an Event of Default has occurred and is continuing, Agent shall have the right to conduct appraisals and valuations in its Permitted Discretion at Borrower’s expense.

4.7 Control Agreements. Borrower agrees that it will not transfer assets out of any Securities Accounts other than as permitted under Section 7.13 and, if to another securities intermediary, unless Borrower, Agent, and the substitute securities intermediary have entered into a Control Agreement. No arrangement contemplated hereby or by any Control Agreement in respect of any Securities Accounts or other Investment Property shall be modified by Borrower without the prior written consent of Agent. Upon the occurrence and during the continuance of an Event of Default, Agent may notify any securities intermediary to liquidate the applicable Securities Account or any related Investment Property maintained or held thereby and remit the proceeds thereof to the Agent’s Account.

4.8 Commercial Tort Claims. Borrower shall promptly notify Agent in writing upon incurring or otherwise obtaining a commercial tort claim, as that term is defined in the Code, after the date hereof against any third party and, upon request of Agent, promptly amend Schedule C-4 to this Agreement, authorize the filing of additional or amendments to existing financing statements and do such other acts or things deemed necessary or desirable by Agent to give Agent a security interest in any such commercial tort claim.

In order to induce the Lender Group to enter into this Agreement, Borrower makes the following representations and warranties to the Lender Group, which representations and warranties shall be true, correct, and complete, in all material respects, as of the date hereof, and shall be true, correct, and complete and deemed made, in all material respects, as of the Closing Date and at and as of the date of the making of each Advance (or other extension of credit) made thereafter, as though made on and as of the date of such Advance (or other extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement:

5.1 No Encumbrances. Borrower has good and indefeasible title to the Collateral and the Real Property, free and clear of Liens except for Permitted Liens.

5.2 Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of Borrower’s business, owed to Borrower without defenses, counterclaims, or rights of return or cancellation. As to each Account that is identified by Borrower as an Eligible Account in the most recent Borrowing Base Certificate submitted to Agent, such Account is not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definitions of Eligible Domestic Accounts, Eligible Domestic Billed Accounts and Eligible Domestic Unbilled Accounts, as applicable.

5.4 Equipment. All of the Equipment is used or held for use in Borrower’s business and is fit for such purposes.

5.5 Location of Inventory and Equipment. The Inventory and Equipment are not stored with a bailee, warehouseman, or similar party and are located only at the locations identified on Schedule 5.5 or such other location as permitted by Section 6.9.

5.6 Inventory Records. Borrower keeps correct and accurate records itemizing and describing the type, quality, and quantity of its Inventory and the book value thereof.

5.7 Location of Chief Executive Office; FEIN; Organizational I.D. Number. The chief executive office of Borrower and each Guarantor is located at the address indicated in Schedule 5.7 or at such other address as shall have been disclosed to Agent in writing pursuant to Section 7.18 and Borrower’s and each Guarantor’s FEIN and Organizational I.D. Number are identified in Schedule 5.7.

(a) Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization and qualified to do business in any state where the failure to be so qualified reasonably could be expected to have a Material Adverse Change.

(b) Set forth on Schedule 5.8(b) or as disclosed to Agent in writing from time to time with reference to Schedule 5.8, is a complete and accurate description of the authorized capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 5.8(b) or as disclosed to Agent in writing from time to time with reference to Schedule 5.8, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Other than as described on Schedule 5.8(b), Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital Stock or any security convertible into or exchangeable for any of its capital Stock.

(c) Set forth on Schedule 5.8(c) or as disclosed to Agent in writing from time to time with reference to Schedule 5.8, is a complete and accurate list of Borrower’s direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries, and (iii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable.

(d) Except as set forth on Schedule 5.8(c) or as disclosed to Agent in writing from time to time with reference to Schedule 5.8, there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its respective Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

(e) Except for the FCC Licenses (to which neither Borrower nor Orbital Communications ascribe any value), none of the Guarantors or Orbital Holdings has assets with an aggregate value in excess of $10,000 or annual operating expenses in excess of $10,000.

(a) The execution, delivery, and performance by Borrower of this Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Borrower.

(b) The execution, delivery, and performance by Borrower of this Agreement and the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Borrower, the Governing Documents of Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Borrower, other than Permitted Liens, or (iv) require any approval of Borrower’s interest holders or any approval or consent of any Person under any material contractual obligation of Borrower.

(c) Other than the filing of financing statements, fixture filings, notices under the Assignment of Claims Act, Intellectual Property Security Agreement and Mortgages, the execution, delivery, and performance by Borrower of this Agreement and the Loan Documents to which Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.

(d) This Agreement and the other Loan Documents to which Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by Borrower will be the legally valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

(e) The Agent’s Liens are validly created, perfected, and first priority Liens, subject only to Permitted Liens except with respect to satellites in orbit owned by Borrower and existing as of the Closing Date, consisting of the ORBVIEW-2 and the MUBLCOM satellites, as to which no representations and warranties are given.

(f) The execution, delivery, and performance by each Guarantor of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Guarantor.

(g) The execution, delivery, and performance by each Guarantor of the Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to such Guarantor, the Governing Documents of such Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on such Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of such Guarantor, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of such Guarantor, other than Permitted Liens, or (iv) require any approval of such Guarantor’s interest holders or any approval or consent of any Person under any material contractual obligation of such Guarantor.

(h) The execution, delivery, and performance by each Guarantor of the Loan Documents to which such Guarantor is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person.

(i) The Loan Documents to which each Guarantor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Guarantor will be the legally valid and binding obligations of such Guarantor, enforceable against such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

5.10 Litigation. Other than those matters disclosed on Schedule 5.10, there are no actions, suits, or proceedings pending or, to the best knowledge of Borrower, threatened against

Borrower, or any of its Subsidiaries, as applicable, except for (a) matters that are fully covered by insurance (subject to customary deductibles), and (b) matters arising after the Closing Date that, if decided adversely to Borrower, or any of its Subsidiaries, as applicable, reasonably could not be expected to result in a Material Adverse Change.

5.11 Financial Statements; No Material Adverse Change. The unaudited consolidated balance sheet of Borrower as of September 30, 2001 and the related unaudited consolidated statements of operations and cash flows for the three (3) months then ended, copies of which have been delivered to Agent, fairly represent in all material respects, in conformity with GAAP, the consolidated financial position of Borrower as of such date and its consolidated results of operations and cash flows for such three (3) month period (subject to normal year-end adjustments). Since the date of the most recent financial statements included in Borrower’s reports filed with the SEC on Form 10-K and 10-Q, as applicable, there has been no Material Adverse Change.

(b) No transfer of property is being made by Borrower or any Guarantor and no obligation is being incurred by Borrower or any Guarantor in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of Borrower or such Guarantor.

5.13 Employee Benefits. None of Borrower, any of its Subsidiaries, or any of their ERISA Affiliates maintains or contributes to any Benefit Plan, other than those listed on Schedule 5.13. Borrower, each of its Subsidiaries and each of their ERISA Affiliates have satisfied the minimum funding standards of ERISA and the IRC with respect to each Benefit Plan to which it is obligated to contribute. No ERISA Event has occurred nor has any other event occurred that may result in an ERISA Event that reasonably could be expected to result in a Material Adverse Change. None of Borrower, any of its Subsidiaries, any of their ERISA Affiliates, or, to their knowledge, any fiduciary of any Benefit Plan is subject to any direct or indirect liability with respect to any Benefit Plan under any applicable law, treaty, rule, regulation, or agreement. None of Borrower, any of its Subsidiaries or any of their ERISA Affiliates is required to provide security to any Benefit Plan under Section 401(a)(29) of the IRC.

5.14 Environmental Condition. Except as set forth on Schedule 5.14, (a) to Borrower’s knowledge, none of Borrower’s or any Subsidiary of Borrower’s assets has ever been used by Borrower, any such Subsidiary or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such production, storage, handling, treatment, release or transport was in violation, in any material respect, of Environmental Law, (b) to Borrower’s knowledge, none of Borrower’s or any Subsidiary of Borrower’s properties or assets has ever been designated or identified in any manner pursuant to any Environmental Law as a Hazardous Materials disposal site, (c) Borrower has not and, to

Borrower’s knowledge, no Subsidiary of Borrower has received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by Borrower or any Subsidiary of Borrower, and (d) Borrower has not and, to Borrower’s knowledge, no Subsidiary of Borrower has received a summons, citation, notice, or directive from the Environmental Protection Agency or any other federal or state governmental agency concerning any action or omission by Borrower or any Subsidiary of Borrower resulting in the releasing or disposing of Hazardous Materials into the environment in violation of the Environmental Laws. Notwithstanding any other provision of this Agreement and except as otherwise set forth in the Environmental Indemnity Agreement, this Section 5.14 sets forth Borrower’s sole and exclusive representation regarding Environmental Matters, Environmental Laws and Hazardous Materials.

5.15 Brokerage Fees. Borrower has not utilized the services of any broker or finder in connection with Borrower’s obtaining financing from the Lender Group under this Agreement and no brokerage commission or finders fee is payable by Borrower in connection herewith.

5.16 Intellectual Property. Borrower and each Subsidiary of Borrower owns, or holds licenses in, all trademarks, trade names, copyrights, patents, patent rights, and licenses that are necessary to the conduct of its business as currently conducted. Attached hereto as Schedule 5.16 is a true, correct, and complete listing of all material patents, patent applications, trademarks, trademark applications, copyrights, and copyright registrations as to which Borrower or any such Subsidiary is the owner or is an exclusive licensee. Upon filing of the Intellectual Property Security Agreement with the United States Copyright Office and the United States Patent and Trademark Office, as applicable, and the filing of appropriate financing statements, all action necessary to protect and perfect the Agent’s Lien on Borrower’s material patents, patent applications, trademarks, trademark applications, copyrights, and copyright registrations shall have been duly taken.

5.17 Leases. Borrower and each Subsidiary of Borrower enjoys peaceful and undisturbed possession under all leases material to the business of Borrower or such Subsidiary, as applicable, and to which it is a party or under which it is operating. All of such leases are valid and subsisting and no material default by Borrower or any such Subsidiary exists under any of them.

5.18 DDAs. Set forth on Schedule 2.7(a) (or as disclosed to Agent in writing from time to time in accordance with and with reference to Schedule 2.7(a)) are all of Borrower’s and each Subsidiary of Borrower’s DDAs, including, with respect to each depository (i) the name and address of such depository, and (ii) the account numbers of the accounts maintained with such depository.

5.19 Complete Disclosure. Except as provided in the following sentence, all factual information (taken as a whole) furnished by or on behalf of Borrower or any Subsidiary of Borrower in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of Borrower or any Subsidiary of Borrower in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under

which such information was provided. On the Closing Date, the Closing Date Business Plan represents, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Borrower’s good faith best estimate of its future performance for the periods covered thereby (it being understood that the projections contained therein are or will be based on assumptions of fact and opinion as to future events, and are subject to significant uncertainties and contingencies, many of which are beyond Borrower’s control, and no assurance can be given that such projections will be realized in any manner).

5.20 Indebtedness. Set forth on Schedule 5.20 is a true and complete list of all material Indebtedness of Borrower and its Subsidiaries outstanding immediately prior to the Closing Date that is to remain outstanding after the Closing Date and such Schedule accurately reflects the aggregate principal amount of such Indebtedness and a description of the documentation evidencing such Indebtedness.

5.21 Regulation U. Neither Borrower or any of its Subsidiaries is, nor will be, engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T, U or X of the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

5.22 Permits, Etc. Borrower and each of its Subsidiaries has, and is in compliance with, all permits, licenses, authorizations, approvals, entitlements and accreditations required for such Person lawfully to own, lease, manage or operate, or to acquire, each business and the Real Property currently owned, leased, managed or operated, or to be acquired, by such Person except for such permits, licenses, authorizations, approvals, entitlements and accreditations the absence of which could not reasonably be expected to result in a Material Adverse Change. To Borrower’s knowledge, no condition exists or event has occurred that, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such permit, license, authorization, approval, entitlement or accreditation, and, to Borrower’s knowledge, there is no claim that any thereof is not in full force and effect.

Borrower covenants and agrees that, so long as any credit hereunder shall be available and until full and final payment of the Obligations and the termination of this Agreement, Borrower shall and shall, to the extent not otherwise performed by Borrower on behalf of such Subsidiary, cause each of its Subsidiaries to do all of the following; provided, however, that Borrower’s non-operating Subsidiaries shall not be required to comply with Section 6.1, Section 6.2, except with respect to financial statements of Borrower on a consolidated basis with its Subsidiaries, Section 6.3(a) through (e), Section 6.5, Section 6.6 and Section 6.8:

6.1 Accounting System. Maintain a system of accounting that enables Borrower and its Subsidiaries to produce financial statements prepared in accordance with GAAP and maintain records pertaining to the Collateral as may be required to comply with their obligations set forth

in Section 6.2. Borrower and its Subsidiaries also shall keep an inventory reporting system that shows all additions, sales, claims, returns, and allowances with respect to the Inventory.

6.2 Collateral Reporting. Provide Agent (with copies for each Lender) with the following documents at the following times in form satisfactory to Agent:

In addition, Borrower agrees to cooperate with Agent to facilitate and implement a system of electronic collateral reporting in order to provide electronic reporting of each of the items set forth above.

6.3 Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender:

(a) as soon as available, but in any event within thirty (30) days (forty-five (45) days in the case of a month that is the end of any fiscal quarter in a fiscal year) after the end of each month during each of Borrower’s fiscal years,


	(i) consolidated and consolidating balance sheets, statements of operations, and statements of cash flow prepared by Borrower covering the operations of Borrower, its Subsidiaries and all divisions thereof during such month,

	(ii) a company prepared forecast of collections and disbursements for the next succeeding three (3) month period for Borrower, its Subsidiaries and all divisions thereof,

	(iii) a company prepared report of Baseline Contracts and a comparison of monthly Current EAC Profit to Baseline EAC Profit,

	(iv) a certificate signed by the chief financial officer or chief accounting officer of Borrower to the effect that:


	(A) the financial statements delivered hereunder are true and accurate based on good faith estimates of Borrower,

	(B) the representations and warranties of Borrower and, to the knowledge of Borrower, of each Subsidiary of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and

	(C) there does not exist any condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto),

(b) as soon as available, but in any event within forty-five (45) days after the end of each of Borrower’s fiscal quarters, consolidated and consolidating balance sheets, statements of operations, and statements of cash flow covering the operations of Borrower, its Subsidiaries and all divisions thereof for such quarter, in the form of financial statements delivered to Agent prior to the Closing Date, all certified (subject to the lack of footnotes and normal year-end adjustments) as to the fairness of presentation in all material respects and in conformity with GAAP by the chief financial officer or chief accounting officer of Borrower,

(c) for each period that is a date on which a financial covenant in Section 7.20 is to be tested, as soon as available, but in any event within forty-five (45) days after the end of such month, a Compliance Certificate demonstrating, in reasonable detail, compliance at the end of

such period with the applicable financial covenants contained in Section 7.20; provided, however, that in the case of any Compliance Certificate delivered pursuant to this Section 6.3(c) with respect to the last quarter of any fiscal year, the certifications with respect to the financial covenants contained in Section 7.20(a) and (b) shall be certified as good faith preliminary estimates of Borrower’s results to be reported pursuant to Section 6.3(d)(iii), and in no event shall Borrower be required to update such Compliance Certificate until the date of delivery of the final Compliance Certificate pursuant to Section 6.3(d)(iii) is due,

(d) as soon as available, but in any event within ninety (90) days after the end of each of Borrower’s fiscal years,


	(i) consolidated and consolidating balance sheets, statements of operations, and statements of cash flow covering the operations of Borrower, its Subsidiaries and all divisions thereof for such fiscal year, in the form currently prepared by Borrower, all such consolidated and consolidating statements prepared in conformity with GAAP and reported (without qualifications or explanatory paragraph, including any “going concern” exception or qualification except for a “going concern” qualification on the auditor’s report for the financial statements of Borrower for the fiscal year ended December 31, 2001) in a manner acceptable to the SEC by PricewaterhouseCoopers or other independent public accountants of nationally recognized standing,

	(ii) a statement of such accountants whether anything has come to their attention to cause them to believe that Borrower was not in compliance with the requirements of Section 7.20 (other than Section 7.20(a)(ii) and 7.20(c)) on the date of such financial statements, and

	(iii) a final compliance certificate meeting the requirements of Section 6.3(c) with respect to the financial covenants set forth in Section 7.20(a) and (b) in respect of the last quarter of the previous fiscal year,

(e) as soon as available, but in any event within thirty (30) days after to the start of each of Borrower’s fiscal years,


	(i) copies of Borrower’s Projections, in the form (including as to scope and underlying assumptions) of the Closing Date Business Plan, for the current and forthcoming two (2) years, year by year, and for the current fiscal year, quarter by quarter, as approved by Borrower’s Board of Directors,


	(i) copies of Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports,

	(ii) notice of (and, upon the request of Agent, copies of) any other filings made by Borrower or any Subsidiary of Borrower with the SEC, and


	(iii) notice of (and, upon the request of Agent, copies of) any other information that is provided by Borrower to its shareholders generally,

(g) upon request of Agent, if and when filed by Borrower, (i) copies of Borrower’s and its Subsidiaries’ federal income tax returns, and any amendments thereto, filed with the Internal Revenue Service, (ii) satisfactory evidence of payment of applicable excise taxes in each jurisdiction (A) in which Borrower or any such Subsidiary, as applicable, conducts business or is required to pay any such excise tax, (B) where Borrower’s or any such Subsidiary’s, as applicable, failure to pay any such applicable excise tax would result in a Lien on the properties or assets of Borrower or any Subsidiary of Borrower, or (C) where Borrower’s or any such Subsidiary’s, as applicable, failure to pay any such applicable excise tax reasonably could be expected to result in a Material Adverse Change,

(h) promptly after the commencement thereof, but in any event within ten (10) days after the service of process with respect thereto on Borrower or any of its Subsidiaries, notice of all actions, suits or proceedings brought by or against Borrower before any Governmental Authority that, if determined adversely to Borrower, could reasonably be expected to result in a Material Adverse Change,

(i) within three (3) Business Days after any Responsible Officer of Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, notice thereof and a statement of the curative action that Borrower proposes to take with respect thereto, and

(j) upon the request of Agent, any other report reasonably requested relating to the financial condition of Borrower and its Subsidiaries.

Borrower agrees that, upon prior notice to Borrower, Agent may communicate with Borrower’s independent certified public accountants and that such accountants are authorized to release to Agent whatever financial information concerning Borrower Agent reasonably may request. Borrower agrees that Agent may communicate directly with, and request financial information and documents from, such accountants. Borrower waives the right to assert a confidential relationship, if any, it may have with any accounting firm or service bureau in connection with any information requested by Agent in accordance with this Section 6.3.

6.5 Allowances. Cause allowances as between Borrower and its Account Debtors, to be on the same basis and in accordance with the usual customary practices of Borrower, as they exist at the time of the execution and delivery of this Agreement. If, at a time when an Event of Default has occurred and is continuing, any Account Debtor requests an allowance from Borrower, Borrower promptly shall determine the reason for such allowance and, if Agent consents (which consent shall not be unreasonably withheld), issue a credit memorandum (with a copy to be sent to Agent) in the appropriate amount to such Account Debtor. For the avoidance of doubt, the consummation of the transactions contemplated by the ORBIMAGE Settlement Plan Term Sheet shall not constitute allowances in violation of this Section 6.5.

6.6 Maintenance of Properties. Maintain and preserve all of its properties that are necessary and useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted, and comply at all times with the provisions of all leases to which it is a party as lessee, so as to prevent any loss or forfeiture thereof or thereunder.

6.7 Taxes. Cause all assessments and taxes, whether real, personal, or otherwise, due or payable by, or imposed, levied, or assessed against Borrower, any Subsidiary of Borrower, or any of assets of Borrower or such Subsidiary to be paid in full, before delinquency or before the expiration of any extension period, except to the extent that the validity of such assessment or tax shall be the subject of a Permitted Protest. Borrower will, and will cause each of its Subsidiaries to, make timely payment or deposit of all tax payments and withholding taxes required of it by applicable laws, including those laws concerning F.I.C.A., F.U.T.A., state disability, and local, state, and federal income taxes, and will, upon request, furnish Agent with proof satisfactory to Agent indicating that Borrower and each of its Subsidiaries have made such payments or deposits.

(a) At Borrower’s expense, maintain insurance respecting its assets wherever located, covering loss or damage by fire, theft, explosion, and all other hazards and risks as ordinarily are insured against by other Persons engaged in the same or similar businesses. Borrower also shall maintain business interruption, general liability, and product liability insurance, as well as employee dishonesty insurance. All such policies of insurance shall be in such amounts and with such insurance companies as are reasonably satisfactory to Agent. Borrower shall also procure mission success insurance (a “Mission Success Policy”) with respect to any launch or satellite mission for which Borrower has reasonably determined that Borrower is at risk for $500,000 or more, provided that such insurance is available on commercially reasonably terms, if at all. Agent acknowledges that the policies and amounts set forth in Schedule 6.8(a) are reasonably satisfactory to Agent as of the date hereof. Borrower shall deliver copies of all such policies to Agent with a lender’s loss payable endorsement reasonably satisfactory to Agent naming Agent as loss payee or additional insured, as appropriate, on each insurance policy required to be maintained pursuant to this Section 6.8, but excluding any Mission Success Policy or portion thereof obtained by Borrower or a Subsidiary on behalf of a customer as to which such customer is named loss payee (such excluded policies, or portions thereof, the “Excluded Coverages,” and the insurance policies required to be maintained by the Obligors pursuant to this Section, other than the Excluded Coverages, the “Designated Insurance Policies”).

(b) Borrower shall give Agent prompt notice of any loss greater than $200,000 covered by such insurance. Borrower agrees that (i) all insurance proceeds (other than any insurance proceeds with respect to any Mission Success Policy) in excess of $1,000,000 per claim for which Agent is loss payee shall be adjusted by Agent in accordance with the provisions of this Section 6.8, and (ii) with respect to any claims on any Mission Success Policy in excess of $1,000,000 per claim, Agent shall have the right to attend all scheduled meetings and to participate in all teleconferences, to the extent practicable, relating to the adjustment of any such claim and shall be provided with all information relating to such claim provided by Borrower to the insurance company with which such claim is being adjusted and any additional information

Agent may reasonably request relating to such claim. Each Designated Insurance Policy shall include an endorsement whereby (A) all proceeds of any Designated Insurance Policy shall be paid to Agent as loss payee, (B) to the extent such policy is not a prepaid policy, the insurer shall notify Agent of any failure by Borrower to pay any premiums or other amounts due on any insurance policy, and (C) no cancellation or termination of such Designated Insurance Policy shall be effective until at least thirty (30) days after receipt by Agent of written notice thereof, provided that, solely with respect to any Mission Success Policy, such Policy may provide that no cancellation or termination of such Policy shall be effective until at least fifteen (15) days after receipt by Agent of written notice thereof. Borrower agrees that it will (x) give prior notice to Agent of any meeting referred to in clause (ii) of this subsection, (y) to the extent practicable, promptly upon request, provide Agent with all information referred to in clause (ii) of this subsection, and (z) not agree to any adjustment with respect to any claim described in clause (ii) of this subsection without the prior written consent of Agent, which consent shall not be unreasonably withheld. Agent acknowledges that only United States citizens or permanent residents will be entitled to participate in any meetings/teleconferences referenced by clause (ii) above.

(c) Any monies received as payment for any loss under any insurance policy mentioned above (other than liability insurance policies) or as payment of any award or compensation for condemnation or taking by eminent domain, (i) so long as no Event of Default shall have occurred and be continuing, shall be paid to Agent to repay any outstanding Advances with the remaining proceeds, if any, to be remitted to Borrower, or (ii) upon the occurrence and during the continuation of an Event of Default, shall be paid over to Agent to be applied at the option of the Required Lenders either to the prepayment of the Obligations or to be disbursed to Borrower under staged payment terms reasonably satisfactory to the Required Lenders for application to the cost of repairs, replacements, or restorations. Any such repairs, replacements, or restorations shall be effected with reasonable promptness and shall be of a value at least equal to the value of the items of property destroyed prior to such damage or destruction.

(d) Borrower will not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 6.8, unless Agent is included thereon as additional insured with the loss payable to Agent under a lender’s loss payable endorsement or its equivalent. Borrower immediately shall notify Agent whenever such separate insurance is taken out, specifying the insurer thereunder and full particulars as to the policies evidencing the same, and copies of such policies promptly shall be provided to Agent.

6.9 Location of Inventory and Equipment. Except for Inventory or Equipment that is temporarily moved for the purpose of (a) testing, (b) conducting the launches described on Schedule 6.9 (or, for a launch not described on Schedule 6.9 otherwise described to Agent within thirty (30) days prior to the relocation of any Inventory or Equipment for such launch), or (c) otherwise fulfilling Borrower’s contractual obligations in the ordinary course of business consistent with past practices, keep the Inventory and Equipment only at the locations identified on Schedule 5.5 or at such other location as shall be disclosed to Agent in writing from time to time with reference to Schedule 5.5 not less than thirty (30) days prior to the date on which the Inventory or Equipment is moved to such new location. If such new location is outside the United States, Borrower agrees that it shall execute and deliver all documentation that Agent, in

its Permitted Discretion, determines to be necessary to perfect the Agent’s Liens in accordance with applicable law. Borrower shall not, and shall not permit its Subsidiaries to, deliver any Document (as defined in Article 9 of the Code) evidencing any Collateral consisting of Equipment and Inventory to any Person other than the issuer of such Document (as defined in Article 9 of the Code) to claim the goods evidenced therefor or Agent or any other holder or representative of a holder of a Permitted Lien. If any Equipment or Inventory is in possession or control of any third party that is a bailee or warehouseman, Borrower shall, and shall cause its Subsidiaries to, if reasonably requested by Agent, notify such third party of Agent’s security interest and use its reasonable efforts in obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of Agent and the other holders of Permitted Liens.

6.10 Compliance with Laws. Comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, including the Fair Labor Standards Act and the Americans With Disabilities Act, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, would not result in and reasonably could not be expected to result in a Material Adverse Change.

6.11 Leases. Pay when due (after giving effect to any cure period applicable thereto) all rents and other amounts payable under leases to which Borrower or any Subsidiary of Borrower is a party or by which Borrower’s or any Subsidiary of Borrower’s properties and assets are bound, unless such payments are the subject of a Permitted Protest.

6.12 Brokerage Commissions. Pay any and all brokerage commission or finders’ fees incurred as a result of Borrower’s retention of any broker or finder for obtaining financing from the Lender Group under this Agreement. Borrower agrees and acknowledges that payment of all such brokerage commissions or finders’ fees shall be the sole responsibility of Borrower, and Borrower agrees to indemnify, defend, and hold Agent and the Lender Group harmless from and against any claim of any broker or finder retained by Borrower arising out of Borrower’s obtaining financing from the Lender Group under this Agreement.

6.13 Existence. At all times preserve and keep in full force and effect Borrower’s and its Subsidiaries’ valid existence and good standing and any rights and franchises material to Borrower’s and its Subsidiaries’ businesses; provided that, upon prior written notice to Agent, Borrower shall be permitted to dissolve any Subsidiary, the assets of which are transferred to Borrower. Borrower agrees that it shall execute all Additional Documents pursuant to Section 4.4 as Agent may deem necessary to perfect the Agent’s Lien in such transferred assets.

(a) Keep any property either owned or operated by Borrower or any Subsidiary of Borrower free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) comply, in all material respects, with Environmental Laws and provide to Agent documentation of such compliance which Agent reasonably requests, (c) promptly notify Agent of any release of a Hazardous Material in any reportable quantity from or onto property owned or operated by Borrower or any Subsidiary of Borrower and take any Remedial Actions required by

Environmental Laws to abate said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly provide Agent with written notice within ten (10) days of the receipt of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of Borrower or any Subsidiary of Borrower, (ii) commencement of any Environmental Action against Borrower or any Subsidiary of Borrower or notice that an Environmental Action will be filed against Borrower or any Subsidiary of Borrower, and (iii) notice of a violation, citation, or other administrative order issued to Borrower or any Subsidiary of Borrower which reasonably could be expected to result in a Material Adverse Change.

6.15 Disclosure Updates. Promptly and in no event later than five (5) Business Days after a Responsible Officer of Borrower obtains knowledge thereof, (a) notify Agent if any written information, exhibit, or report furnished to the Lender Group pursuant to Section 6.2 or Section 6.3 (exclusive of Section 6.2(h) or Section 6.3(j)) contained, at the time made, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made, (b) notify Agent if any written material information furnished to the Lender Group pursuant Section 6.2(h) or Section 6.3(j) taken as a whole with any other information at any time furnished to the Lender Group contained, at the time made, any untrue statement of a material fact or omitted to state any material fact necessary to make the statement contained therein not misleading in light of the circumstances in which made, and (c) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgement, filing, or recordation thereof; provided, however, that in no event shall the requirements of this Section 6.15 apply to any projections, forecasts or other forward looking statements provided to Agent or the Lender Group.

(a) (i) Promptly deliver, and in any event within ten (10) Business Days after Borrower or any Subsidiary of Borrower knows or should know that an ERISA Event has occurred that reasonably could be expected to result in a Material Adverse Change, a written statement of the chief financial officer of Borrower describing such ERISA Event and any action that is being taking with respect thereto by Borrower, any such Subsidiary or ERISA Affiliate, and any action taken or threatened by the IRS, Department of Labor, or PBGC, and Borrower or such Subsidiary, as applicable, shall be deemed to know all facts known by the administrator of any Benefit Plan of which it is the plan sponsor, (ii) promptly deliver, and in any event within three (3) Business Days after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by Borrower, any Subsidiary of Borrower or, to the knowledge of Borrower, any ERISA Affiliate with respect to such request, and (iii) promptly deliver, and in any event within three (3) Business Days after receipt by Borrower, any Subsidiary of Borrower or, to the knowledge of Borrower, any ERISA Affiliate, of the PBGC’s intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice.

(b) Cause to be delivered to Lender, upon Lender’s request, each of the following: (i) a copy of each Benefit Plan (or, where any such plan is not in writing, complete description thereof) (and if applicable, related trust agreements or other funding instruments) and

all amendments thereto, all written interpretations thereof and written descriptions thereof that have been distributed to employees or former employees of Borrower or its Subsidiaries; (ii) the most recent determination letter issued by the IRS with respect to each Benefit Plan; (iii) for the three (3) most recent plan years, annual reports on Form 5500 Series required to be filed with any governmental agency for each Benefit Plan; (iv) all actuarial reports prepared for the last three (3) plan years for each Benefit Plan; (v) a listing of all Multiemployer Plans, with the aggregate amount of the most recent annual contributions required to be made by Borrower, any Subsidiary of Borrower, or any ERISA Affiliate to each such plan and copies of the collective bargaining agreements requiring such contributions; (vi) any information that has been provided to Borrower, any Subsidiary of Borrower or any ERISA Affiliate regarding withdrawal liability under any Multiemployer Plan; and (vii) the aggregate amount of the most recent annual payments made to former employees of Borrower or its Subsidiaries under any Retiree Health Plan.

7.1 Indebtedness. Create, incur, assume, permit, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except:

(a) Indebtedness evidenced by this Agreement and the other Loan Documents, together with Indebtedness owed to Underlying Issuers with respect to Underlying Letters of Credit,

(d) refinancings, renewals, or extensions of Indebtedness permitted under clauses (b) and (c) of this Section 7.1 (and continuance or renewal of any Permitted Liens associated therewith) so long as: (i) the terms and conditions of such refinancings, renewals, or extensions do not, in Agent’s Permitted Discretion, materially impair the prospects of repayment of the Obligations by Borrower or materially impair Borrower’s or any Subsidiary of Borrower’s creditworthiness, (ii) such refinancings, renewals, or extensions do not result in an increase in the principal amount of, or interest rate with respect to, the Indebtedness so refinanced, renewed, or extended, (iii) such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions, that, taken as a whole, are materially more burdensome or restrictive to Borrower and its Subsidiaries, and (iv) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Lender Group as those that were applicable to the

refinanced, renewed, or extended Indebtedness and such subordination terms must be satisfactory to Agent in its Permitted Discretion;

(g) Indebtedness incurred pursuant to that certain Indenture dated as of August 22, 2002 among Borrower, Orbital International, Inc. and Trustee for a maximum principal amount of $135,000,000 of 12% Second Priority Secured Notes due 2006 (the “New Indenture”), so long as the proceeds of the New Indenture are used to prepay the Term Loan (as defined in this Agreement immediately prior to the First Amendment Effective Date) and to repay or repurchase, on or before October 1, 2002, the Indebtedness incurred pursuant to the Indenture; provided, on or prior to October 1, 2002 such portion of the proceeds to be applied to repay or repurchase such Indebtedness under the Indenture shall be held in that certain account number 3343500 maintained in the name of “Orbital Sciences Notes and Warrant Account” at U.S. Bank, N.A. (the “Escrow Account”) and promptly after the repayment or repurchase of all such Indebtedness, which repayment or repurchase shall occur on or prior to October 1, 2002, (i) all remaining funds, if any, in the Escrow Account shall be transferred to a Cash Management Account and (ii) the Escrow Account shall be closed, in each case under clauses (i) and (ii) above, on or prior to October 10, 2002.

7.2 Liens. Create, incur, assume, or permit to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens (including Liens that are replacements of Permitted Liens to the extent that the original Indebtedness is refinanced, renewed, or extended under Section 7.1(d) and so long as the replacement Liens only encumber those assets that secured the refinanced, renewed, or extended Indebtedness). Borrower shall not enter into any “advance payment” arrangement with respect to any of its contracts with a United States Agency without the prior written consent of Lenders.

(a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassification of its Stock.

(b) Except as permitted pursuant to Section 6.13, liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution).

(c) Except for Permitted Dispositions, convey, sell, lease, license, assign, transfer, or otherwise dispose of any of its assets; provided, however, that (i) prior to the consummation of any sale of any real estate under clause (g) the definition of Permitted Disposition, the Borrower must have obtained a written consent from the Required Lenders with respect to the use of the Net Proceeds with respect thereto, and (ii) Net Proceeds for Permitted Dispositions (other than Permitted Dispositions under clause (g) of the definition of Permitted Disposition) may not be used to reduce Indebtedness under the New Indenture without the prior written consent of the Required Lenders and shall otherwise be used for a purpose permitted under the New Indenture (as it exists on the First Amendment Effective Date or as amended with

the consent of the Required Lenders); provided further, however, that if an Event of Default has occurred and is continuing, the Net Proceeds from all Permitted Dispositions shall be applied to permanently reduce Revolver Usage and the Revolver Commitment. Upon the consummation of any Permitted Disposition, Agent shall release its Lien on such assets sold or otherwise disposed of in accordance with Section 16.12 upon (A) receipt by Agent of a certificate of Borrower certifying that such disposition constitutes a Permitted Disposition and that the applicable conditions contained in this clause have been satisfied or will be contemporaneously satisfied upon such release, and (B) if required by the Required Lenders pursuant to clause (i) above or if consented to by the Required Lenders pursuant to Section 2.2 in connection with a voluntary prepayment to be made by Borrower upon the consummation of such Permitted Disposition, receipt by Agent of the applicable amount of Net Proceeds therefrom and the Applicable Partial Prepayment Premium.

(d) Create any Subsidiary of Borrower on or after the Closing Date; provided that Borrower shall be permitted to create any direct Subsidiary so long as Borrower provides to Agent thirty (30) days’ prior written notice of the creation of such Subsidiary, such Subsidiary becomes a Guarantor under this Agreement and becomes an acknowledging party to the Intercreditor Agreement, and such Subsidiary executes such Additional Documents as Agent may require to perfect the Agent’s Liens in the assets of such Subsidiary and the Agent’s Lien in the Stock of such Subsidiary held by Borrower.

(e) Except for Permitted Dispositions, change the principal nature of its business or suspend or got out of a substantial portion of its business.

7.5 Change Name. Change Borrower’s or any Subsidiary of Borrower’s name, FEIN, or identity, add any new fictitious name; or reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof; provided, however, that Borrower or any of its Subsidiaries may change its name upon at least thirty (30) days’ prior written notice to Agent of such change and so long as, at the time of such written notification, Borrower or any such Subsidiary, as applicable, provides or authorizes the filing of any financing statements or fixture filings necessary to perfect and continue perfected the Agent’s Liens.

7.6 Guarantee. Guarantee or otherwise become in any way liable with respect to the obligations of any third Person except (a) with respect to any Guarantor, pursuant to the Loan Documents or the New Indenture, (b) by endorsement of instruments or items of payment for deposit to the account of Borrower or which are transmitted or turned over to Agent, or (c) as otherwise set forth in Section 7.1(b).

(a) Except in connection with a refinancing permitted by Section 7.1(d), prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or any Subsidiary of Borrower, other than the Obligations in accordance with this Agreement, Provide,

however, that Borrower may repurchase the Indebtedness under the Indenture on or before October 1, 2002 so long as the purchase price therefor does not exceed 100% of the face value thereof, plus any accrued and unpaid interest thereon, and the notes evidencing such Indebtedness purchased are cancelled, and

(b) Except in connection with a refinancing permitted by Section 7.1(d), directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Sections 7.1(b) or (c) that (i) increases the principal amount of such Indebtedness, (ii) increases the interest rate with respect to such Indebtedness, (iii) increases the frequency or amount or shortens the maturity of any payments of principal or interest thereof, or (iv) makes such agreement, instrument, document, indenture or other writing materially more restrictive on Borrower or any Subsidiary of Borrower or adversely affects in any material respect (x) Borrower’s, any Subsidiary of Borrower’s, Agent’s, or any Lender’s rights or interest thereunder or hereunder or under the Loan Documents in any material respect or (y) Borrower’s ability to fulfill its obligations hereunder or under the Loan Documents.

(c) Directly or indirectly amend, modify, alter, increase or change any of the terms or conditions of any of the following documents in any manner adverse to Borrower, any Subsidiary of Borrower, Agent or Lenders:


	(i) that certain Asset Purchase Agreement dated as of April 23, 2001 between Orbital Communications, OGLP Acquisition Sub LLC and OGLP Acquisition Sub II Corp.,

	(ii) that certain letter agreement dated December 4, 2001 between Borrower and Boeing,

	(iii) that certain letter agreement dated as of April 12, 2001 among Borrower, Orbital Holdings (f/k/a MDA Holdings Corporation), and the purchasers and optionholders party thereto concerning Borrower’s sale of its stock in MacDonald, Dettwiler and Associates Ltd.,

	(iv) that certain Amended and Restated Registration Rights Agreement dated as of May 30, 2001 among Borrower, Orbital Holdings (f/k/a MDA Holdings Corporation), and the purchasers and optionholders party thereto concerning Borrower’s sale of its stock in MacDonald, Dettwiler and Associates Ltd., and

	(v) that certain Option and Ancillary Rights Agreement dated as of May 30, 2001 among Borrower, Orbital Holdings (f/k/a MDA Holdings Corporation), and the purchasers and optionholders party thereto concerning Borrower’s sale of its stock in MacDonald, Dettwiler and Associates Ltd.

7.9 Change of Control. Cause, permit, or suffer, directly or indirectly, any Change of Control.

7.10 Conditional Sales. Sell any Inventory on bill and hold, sale or return, sale on approval, or other conditional terms of sale.

7.11 Distributions. Make any distribution or declare or pay any dividends (in cash or other property, other than common Stock) on, or purchase, acquire, redeem, or, except as provided on Schedule 7.11, retire any of Borrower’s Stock, of any class, whether now or hereafter outstanding.

7.12 Accounting Methods. Modify or change its method of accounting (other than as may be required or permitted in conformity with GAAP).

7.13 Investments. Except for Permitted Investments, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment; provided, however, that Borrower and its Subsidiaries shall not have Permitted Investments (other than in the Cash Management Accounts) in deposit accounts or Securities Accounts in excess of $500,000 outstanding at any one time in the aggregate (excluding the Excluded Collateral) unless Borrower or its Subsidiary, as applicable, and the applicable securities intermediary or bank have entered into Control Agreements governing such Permitted Investments, that are satisfactory to Agent in its Permitted Discretion, to perfect (and further establish) the Agent’s Liens in such Permitted Investments. Notwithstanding the foregoing, Borrower shall be permitted to purchase accounts (the “ORBIMAGE Accounts”) for the aggregate purchase price not to exceed $10,000,000 pursuant to the ORBIMAGE Purchase Agreement, as such agreement exists on the date hereof or as amended with the consent of the Required Lenders or as amended in a manner that is not adverse to Borrower, any Subsidiary of Borrower, Agent or any Lender, if all of the following conditions are satisfied on each date on which Borrower purchases such accounts:

(a) effective as of the closing date of any purchase of ORBIMAGE Accounts, Agent, for the benefit of the Lender Group, shall have received a valid first priority Lien upon such ORBIMAGE Accounts purchased by Borrower on such closing date; and

(b) Agent shall have completed an audit of the ORBIMAGE Accounts, which audit Agent agrees to complete within thirty (30) days following Borrower’s request, and pursuant to the results of such audit, Agent shall have established the ORBIMAGE Reserve; provided, however that if Agent has not completed its audit at the time the purchase is to be consummated, the condition set forth in this clause (b) shall be deemed to be satisfied by the establishment of the ORBIMAGE Reserve at the maximum amount of $10,000,000, which amount shall be adjusted upon completion by Agent of its audit.

7.14 Transactions with Affiliates. Directly or indirectly enter into any or permit to exist any transaction with any Affiliate of Borrower unless (i) such transaction is in the ordinary course of Borrower’s business and is fully disclosed to Agent, (ii) the terms of such transaction are fair and reasonable to Borrower, and no less favorable to Borrower than could have been obtained in an arm’s length transaction with a non-Affiliate, (iii) if involving consideration to either party of $5,000,000 or more, such transaction(s) has been approved by a majority of the members of Borrower’s

Board of Directors that are disinterested in such transaction, and (iv) if involving consideration to either party of $10,000,000 or more (or if no members of Borrower’s Board of Directors are disinterested in such transaction), Borrower and/or its applicable Subsidiaries, prior to the consummation thereof, obtain (and furnish to Agent a copy thereof) a written favorable opinion as to the fairness of such transaction to Borrower from a financial point of view from an independent investment banking firm of national reputation in the United States or, if pertaining to a matter for which such investment banking firms do not customarily render such opinions, an appraisal or valuation firm of national reputation in the United States.

7.16 Compensation. Increase the annual fee or per-meeting fees paid to the members of its Board of Directors during any year by more than 15% over the prior year; pay or accrue total cash compensation other than compensation earned pursuant to any agreement described on Schedule 7.16, during any year, to an Executive Officer in an aggregate amount in excess of 150% of that paid or accrued in the prior calendar year with respect to such Executive Officer unless Borrower achieves 125% of the cumulative EBITDA amounts set forth in Section 7.20(a)(i) for such prior calendar year. For the purposes of the immediately preceding sentence, the total cash compensation for Garrett E. Pierce for fiscal years 2002 and 2003 shall not include any “special cash bonus”, “temporary housing” expenses or “relocation expenses” that may be paid by Borrower to Garrett E. Pierce during such fiscal years pursuant to the provisions of that certain Supplemental Employment Agreement dated as of July 19, 2002 between Borrower and Garrett E. Pierce.

7.17 Use of Proceeds. Use the proceeds of the Advances for any purpose other than (a) on the Closing Date, to pay transactional fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and (b) consistent with the terms and conditions hereof, for its general corporate and working capital purposes, including, without limitation, payments to subcontractors, capital expenditures, litigation and settlement expenses and letters of credit. The foregoing notwithstanding, Borrower shall not, without the prior consent of the Required Lenders, which consent shall not be unreasonably withheld, use the proceeds of the Advances and the Term Loan to repay, in full or in part, any of the principal amount of the bonds issued under the Indenture or the New Indenture or to cause the issuance of an L/C to support the repayment of any obligation of Borrower under either the Indenture or the New Indenture.

7.18 Change in Location of Chief Executive Office; Inventory and Equipment with Bailees; Book and Records. Relocate its chief executive office to a new location without providing thirty (30) days’ prior written notification thereof to Agent and so long as, at the time of such written notification, Borrower or any Subsidiary of Borrower, as applicable, provides any financing statements or fixture filings, or authorization to file such financing statements or fixture filings, necessary to perfect and continue perfected Agent’s Liens and also provides to Agent a Collateral Access Agreement with respect to such new location. Agent may, after the date hereof and in its Permitted Discretion, require Borrower to use its commercially reasonable efforts to obtain a Collateral Access Agreement with respect to any Inventory and Equipment that may now or hereafter be stored with a bailee, warehouseman, or similar party.


	(i) Minimum EBITDA. EBITDA, measured on a fiscal quarter-end basis, of not less than the required amount set forth in the following table for the applicable period set forth opposite thereto;


	(ii) Minimum Backlog. A minimum backlog of Firm Contracts, measured on a fiscal quarter-end basis, sufficient to support:


	(A) for the period commencing on the Closing Date until the first Anniversary of the Closing Date, at least 80% of the projected revenues of Borrower for the next succeeding four fiscal quarters, as set forth in the Closing Date Business Plan for such period;


	(B) for the period commencing with and including the first anniversary of the Closing Date until the second anniversary of the Closing Date, at least 75% of the projected revenues of Borrower for the next succeeding four fiscal quarters, as set forth in the Closing Date Business Plan for such period; and

	(C) for the period commencing with and including the second anniversary of the Closing Date until the Maturity Date, at least 70% of the projected revenues of Borrower for the next succeeding four fiscal quarters, as set forth in the Closing Date Business Plan for such period.

For the purpose of making the calculations under this Section 7.20 for any fiscal quarter occurring during 2002 or 2003, the projected revenues for such fiscal quarter shall be deemed to be 25% of the projected revenues for the fiscal year in which such fiscal quarter occurs.


	(i) Capital Expenditures. Capital Expenditures in any fiscal year in excess of the amount set forth in the following table for the applicable period:


	(i) Current EAC Profit. Current EAC Profit, measured on a fiscal month-end basis, of not less than 80% of the Baseline EAC Profit (it being understood that any Baseline Contracts that were terminated or completed during the calendar year shall be excluded from the calculations of Current EAC Profit and Baseline EAC Profit).

	(ii) Cash. At all times, unrestricted cash and Cash Equivalents of not less than $8,100,000.

(a) engage, or permit any Subsidiary of Borrower to engage, in any prohibited transaction which is reasonably likely to result in a civil penalty or excise tax described in Sections 406 of ERISA or 4975 of the IRC for which a statutory or class exemption is not available or a private exemption has not been previously obtained from the Department of Labor;

(b) permit to exist with respect to any Benefit Plan any accumulated funding deficiency (as defined in Sections 302 of ERISA and 412 of the IRC), whether or not waived;

(c) fail, or permit any Subsidiary of Borrower to fail, to pay timely required contributions or annual installments due with respect to any waived funding deficiency to any Benefit Plan;

(d) terminate, or permit any Subsidiary of Borrower to terminate, any Benefit Plan where such event would result in any liability of Borrower, any Subsidiary of Borrower or any ERISA Affiliate under Title IV of ERISA;

(e) fail, or permit any Subsidiary of Borrower to fail, to make any required contribution or payment to any Multiemployer Plan;

(f) fail, or permit any Subsidiary of Borrower to fail, to pay any required installment or any other payment required under Section 412 of the IRC on or before the due date for such installment or other payment;

(g) amend, or permit any Subsidiary of Borrower to amend, a Benefit Plan resulting in an increase in current liability for the plan year such that any of Borrower, any Subsidiaries of Borrower or ERISA Affiliates is required to provide security to such Plan under Section 401(a)(29) of the IRC; or

(h) withdraw, or permit any Subsidiary of Borrower to withdraw, from any Multiemployer Plan where such withdrawal is reasonably likely to result in any liability of any such entity under Title IV of ERISA;

that, individually or in the aggregate, results in or reasonably would be expected to result in a claim against or liability of Borrower, any Subsidiary of Borrower or any ERISA Affiliate in excess of $25,000.

Any one or more of the following events shall constitute an event of default (each, an “Event of Default”) under this Agreement:

8.1 Borrower fails to pay when due and payable, or when declared due and payable, all or any portion of the Obligations (whether of principal, interest (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts), fees and charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts constituting Obligations);

8.2 (a) If Borrower or any Guarantor, as applicable, fails to perform, keep, or observe any term, provision, condition, covenant, or agreement contained in Sections 2.7 (Cash Management), 6.8 (a), (c) and (d) (Insurance), 6.13 (Existence) (except with respect to maintaining good standing in a State other than its State of formation), 6.14 (a) and (b) (Environmental), 6.15, (Disclosure Updates), and (7) (Negative Covenants) (except for Section 7.18 (Change in Location of Chief Executive Office; Inventory and Equipment with Bailees; Books and Records)), (b) if Borrower or any Guarantor, as applicable, fails to perform, keep, or observe any term, provision, condition, covenant, or agreement contained in Sections 6.2 (Collateral Reporting), 6.3 (Financial Statements, Reports, Certificates), 6.7 (Taxes), 6.9 (Location of Inventory and Equipment), 6.10 (Compliance with Laws), or 6.11 (Leases) of this Agreement, and such failure continues for a period of five (5) Business Days; (c) if Borrower fails to perform, keep, or observe any term, provision, condition, covenant, or agreement contained in Sections 6.1 (Accounting System), 6.5 (Allowances), or 6.6 (Maintenance of Properties) of this Agreement, and such failure continues for a period of fifteen (15) Business Days; or (d) if Borrower or any Guarantor fails to perform, keep, or observe any other term, provision, condition, covenant, or agreement contained in this Agreement, in any of the Loan Documents, or in any other present or future agreement between Borrower or any Guarantor and Agent or any Lender and such failure continues for a period of five (5) Business Days; in each case, other than any such term, provision, condition, covenant, or agreement that is the subject of another provision of this Article 8, in which event such other provision of this Article 8 shall govern; provided, that during any period of time that any such failure or non-performance of Borrower or any Guarantor referred to in this paragraph exists, even if such failure or non-performance is not yet an Event of Default by virtue of the existence of a grace or cure period or the pre-condition of the giving of a notice, at the option of Lender, Lender shall not be required during such period to make Advances to Borrower;

8.3 If any material portion of Borrower’s or any of its Subsidiaries’ assets, taken as a whole, is attached, seized, subjected to a writ or distress warrant, or comes into the possession of any third Person;

8.4 If an Insolvency Proceeding is commenced by any Borrower or any of its Subsidiaries;

8.5 If an Insolvency Proceeding is commenced against Borrower, or any of its Subsidiaries, and any of the following events occur: (a) Borrower or the Subsidiary consents to the institution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within sixty (60) calendar days of the date of the filing thereof; provided, however, that, during the pendency of such period, Agent (including any successor agent) and each other member of the Lender Group shall be relieved of its obligations to extend credit hereunder, (d) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, Borrower or any of its Subsidiaries, or (e) an order for relief shall have been entered therein;

8.6 If Borrower or any of its Subsidiaries is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of its business affairs;

8.7 (i) If a notice of Lien, levy, or assessment in respect of a claim in excess of $250,000, individually or in the aggregate, is filed of record with respect to any of Borrower’s or any of its Subsidiaries’ assets, taken as a whole, by the United States, or any department, agency, or instrumentality thereof, or by any state, county, municipal, or governmental agency, or (ii) if any taxes or debts in excess of $250,000, individually or in the aggregate, owing at any time hereafter to any one or more of such entities becomes a Lien other than a Permitted Lien of the type described in Section (b)(i) of the definition thereof or a Lien subject to a Permitted Protest, whether choate or otherwise, upon any of Borrower’s or any of its Subsidiaries’ assets and the same is not paid before such payment is delinquent;

8.8 (i) If a judgment (other than a money judgment to the extent the amount of such judgment is covered by a valid and binding policy of insurance between the defendant and the insurer covering full payment therefor and such insurer has acknowledged coverage) in excess of $2,000,000 is entered against Borrower or any of its Subsidiaries, and such judgment remains undischarged, unvacated, unbonded or unstayed for a period of ten (10) Business Days; or (ii) if any judgment or other claim in excess of $500,000, individually or in the aggregate, becomes a Lien or encumbrance upon any material portion of any of Borrower’s or any of its Subsidiaries’ assets, taken as a whole, and such judgment remains undischarged, unvacated, unbonded or unstayed for a period of ten (10) Business Days;

8.9 If there is a default under any agreement relating to Indebtedness to which Borrower or any of its Subsidiaries is a party and such default (a) (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by the other party thereto, irrespective of whether exercised, to accelerate the maturity of Borrower’s or its Subsidiaries’ obligations thereunder, to terminate such agreement, or to refuse to renew such agreement pursuant to an automatic renewal right therein, and (b) involves Indebtedness in an aggregate amount in excess of $500,000;

8.10 If any Borrower or any of its Subsidiaries makes any payment on account of Indebtedness that has been contractually subordinated in right of payment to the payment of the Obligations, except to the extent such payment is permitted by the terms of the subordination provisions applicable to such Indebtedness;

8.11 If any misstatement or misrepresentation (or, with respect to any statement or representation that is not otherwise qualified by a materiality standard, any material misstatement or misrepresentation) exists now or hereafter in any written warranty, representation, statement, or Record when made or deemed made to the Lender Group by Borrower, its Subsidiaries, or any Responsible Officer of Borrower or any of its Subsidiaries;

8.12 If the obligation of any Guarantor under the Guaranty is limited or terminated by operation of law or by such Guarantor thereunder; provided, however, that the termination of a Guaranty in connection with the dissolution of a Guarantor in accordance with Section 6.13 shall not constitute an Event of Default;

8.13 If this Agreement or any other Loan Document that purports to create a Lien, shall, for any reason, fail or cease to create a valid and perfected and, except to the extent

permitted by the terms hereof or thereof, first priority Lien on or security interest in the Collateral covered hereby or thereby; or

8.14 Any provision of any Loan Document shall at any time for any reason be declared to be null and void, or the validity or enforceability thereof shall be contested by Borrower or any Guarantor, or a proceeding shall be commenced by Borrower, any Guarantor or by any Governmental Authority having jurisdiction over Borrower or any Guarantor, seeking to establish the invalidity or unenforceability thereof, or Borrower or any Guarantor shall deny that Borrower or such Guarantor has any liability or obligation purported to be created under any Loan Document.

9.1 Rights and Remedies. Upon the occurrence, and during the continuation, of an Event of Default, the Required Lenders (at their election but without notice of their election and without demand) may authorize and instruct Agent to do any one or more of the following on behalf of the Lender Group (and Agent, acting upon the instructions of the Required Lenders, shall do the same on behalf of the Lender Group), all of which are authorized by Borrower:

(a) Declare all Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable;

(b) Cease advancing money or extending credit to or for the benefit of Borrower under this Agreement, under any of the Loan Documents, or under any other agreement between Borrower and the Lender Group;

(c) Terminate this Agreement and any of the other Loan Documents as to any future liability or obligation of the Lender Group to make Advances or issue Letters of Credit, but without affecting any of the Agent’s Liens in the Collateral and without affecting the other Obligations;

(d) To the extent allowed by applicable law, settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which Agent considers advisable, and in such cases, Agent will credit Borrower’s Loan Account with only the net amounts received by Agent in payment of such disputed Accounts after deducting all Lender Group Expenses incurred or expended in connection therewith;

(e) Cause Borrower to hold all returned Inventory in trust for the Lender Group, segregate all returned Inventory from all other assets of Borrower or in Borrower’s possession and conspicuously label said returned Inventory as the property of the Lender Group;

(f) Without notice to or demand upon Borrower or Guarantor, make such payments and do such acts as Agent considers necessary or reasonable to protect its security interests in the Collateral or any other collateral securing the Obligations. Borrower agrees to assemble the Personal Property Collateral if Agent so requires, and to make the Personal Property Collateral available to Agent at a place that Agent may designate which is reasonably convenient to both parties. Borrower authorizes Agent to enter the premises where the Personal Property Collateral is located, to take and maintain possession of the Personal Property

Collateral, or any part of it, and to pay, purchase, contest, or compromise any Lien that in Agent’s determination appears to conflict with the Agent’s Liens and to pay all expenses incurred in connection therewith and to charge Borrower’s Loan Account therefor. With respect to any of Borrower’s owned or leased premises, Borrower hereby grants Agent a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of the Lender Group’s rights or remedies provided herein, at law, in equity, or otherwise;

(g) Without notice to Borrower (such notice being expressly waived), and without constituting a retention of any collateral in satisfaction of an obligation (within the meaning of the Code), set off and apply to the Obligations any and all (i) balances and deposits of Borrower held by the Lender Group (including any amounts received in the Cash Management Accounts), or (ii) Indebtedness at any time owing to or for the credit or the account of Borrower held by the Lender Group;

(h) Hold, as cash collateral, any and all balances and deposits of Borrower held by the Lender Group, and any amounts received in the Cash Management Accounts, to secure the full and final repayment of all of the Obligations;

(i) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Personal Property Collateral. Borrower hereby grants to Agent a license or other right to use, without charge, Borrower’s labels, patents, copyrights, trade secrets, trade names, trademarks, service marks, and advertising matter, or any property of a similar nature, as it pertains to the Personal Property Collateral, in completing production of, advertising for sale, and selling any Personal Property Collateral and Borrower’s rights under all licenses and all franchise agreements shall inure to the Lender Group’s benefit;

(j) Sell the Personal Property Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Borrower’s premises) as Agent determines is commercially reasonable in accordance with applicable law. It is not necessary that the Personal Property Collateral be present at any such sale;

(k) Agent shall give notice of the disposition of the Personal Property Collateral as follows:


	(i) Agent shall give Borrower a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Personal Property Collateral, the time on or after which the private sale or other disposition is to be made; and

	(ii) The notice shall be personally delivered or mailed, postage prepaid, to Borrower as provided in Section 12, at least ten (10) days before the earliest time of disposition set forth in the notice; no notice needs to be given prior to the disposition of any portion of the Personal Property Collateral that is perishable or threatens to decline speedily in value or that is of a type customarily sold on a recognized market;

(l) Agent, on behalf of the Lender Group, may credit bid and purchase at any public sale; and

(m) Agent may seek the appointment of a receiver or keeper to take possession of all or any portion of the Collateral, all or any portion of other collateral securing the Obligations or to operate same and, to the maximum extent permitted by law, may seek the appointment of such a receiver without the requirement of prior notice or a hearing;

(n) The Lender Group shall have all other rights and remedies available at law or in equity or pursuant to any other Loan Document; and

(o) Any deficiency that exists after disposition of the Personal Property Collateral as provided above will be paid immediately by Borrower. Any excess will be returned, without interest and subject to the rights of third Persons, by Agent to Borrower.

Borrower agrees for itself and on behalf of each of its Subsidiaries that it would not be commercially unreasonable for Agent to dispose of the Collateral (as defined herein and in the Guarantor Security Agreement) or any portion thereof by using Internet sites that provide for the auction of assets of the types included in such Collateral (as defined herein and in the Guarantor Security Agreement) or that have the reasonable capability of doing so, or that match buyers and sellers.

9.2 Remedies Cumulative. The rights and remedies of the Lender Group under this Agreement, the other Loan Documents, and all other agreements shall be cumulative. The Lender Group shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise by the Lender Group of one right or remedy shall be deemed an election, and no waiver by the Lender Group of any Event of Default shall be deemed a continuing waiver. No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it.

If Borrower or any Subsidiary of Borrower fails to pay any monies (whether taxes, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leases) due to third Persons, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, Agent, in its Permitted Discretion and upon notice to Borrower or any such Subsidiary, may do any or all of the following: (a) make payment of the same or any part thereof, (b) set up such reserves in Borrower’s Loan Account as Agent deems necessary in its Permitted Discretion to protect the Lender Group from the exposure created by such failure, or (c) in the case of the failure to comply with Section 6.8 hereof, obtain and maintain insurance policies of the type described in Section 6.8 and take any action with respect to such policies as Agent deems prudent. Any such amounts paid by Agent shall constitute Lender Group Expenses and any such payments shall not constitute an agreement by the Lender Group to make similar payments in the future or a waiver by the Lender Group of any Event of Default under this Agreement. Agent need not inquire as to, or contest the validity of, any such expense, tax, or

Lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing.

11.1 Demand; Protest; etc. Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, Chattel Paper, and guarantees at any time held by the Lender Group on which Borrower may in any way be liable.

11.2 The Lender Group’s Liability for Collateral. Borrower hereby agrees that: (a) so long as Agent complies with its obligations, if any, under the Code, the Lender Group shall not in any way or manner be liable or responsible for: (i) the safekeeping of the Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by Borrower.

11.3 Indemnification. Borrower shall pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons with respect to each Lender, each Participant, and each of their respective officers, directors, employees, agents, and attorneys-in-fact (each, an “Indemnified Person”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, and damages, and all reasonable attorneys fees and disbursements and other costs and expenses actually incurred in connection therewith (as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution, delivery, enforcement, performance, or administration of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby, and (b) with respect to any investigation, litigation, or proceeding related to this Agreement, any other Loan Document, or the use of the proceeds of the credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto (all the foregoing, collectively, the “Indemnified Liabilities”). The foregoing to the contrary notwithstanding, Borrower shall have no obligation to any Indemnified Person under this Section 11.3 with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person. This provision shall survive the termination of this Agreement and the repayment of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrower was required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrower with respect thereto, but only to the extent of Borrower’s obligations to such other Indemnified Person for the Indemnified Liabilities. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

Unless otherwise provided in this Agreement, all notices or demands by Borrower or Agent to the other relating to this Agreement or any other Loan Document shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as Borrower or Agent, as applicable, may designate to each other in accordance herewith), or telefacsimile to Borrower or Agent, as the case may be, at its address set forth below:

Agent and Borrower may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other party. All notices or demands sent in accordance with this Section 12, other than notices by Agent in connection with enforcement rights against the Collateral under the provisions of the Code, shall be deemed received on the earlier of the date of actual receipt or three (3) Business Days after the deposit thereof in the mail. Borrower acknowledges and agrees that notices sent by the Lender Group in connection with the exercise of enforcement rights against Collateral under the provisions of the Code shall be deemed sent when deposited in the mail or personally delivered, or, where permitted by law, transmitted by telefacsimile or any other method set forth above.

(a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE

BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWER AND THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS Section 13(b).

(c) BORROWER AND THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. BORROWER AND THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(a) Any Lender may, with the written consent of Agent (provided that no written consent of Agent shall be required in connection with any assignment and delegation by a Lender to an Eligible Transferee, assign and delegate to one or more assignees (each an “Assignee”) all, or any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000 (except that such minimum amount shall not apply to an Affiliate of a Lender or to be a Related Fund); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance in form and substance satisfactory to Agent, and (iii) the assignor Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, the consent of Agent shall not be required (and payment of any fees shall not be required) if (x) such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender or (y) the assignee is an Affiliate (other than individual(s)) of a Lender or a Related Fund.

(b) From and after the date that Agent notifies the assignor Lender (with a copy to Borrower) that it has received an executed Assignment and Acceptance and payment (if applicable) of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant

to such Assignment and Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between Borrower and the Assignee.

(c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(d) Immediately upon each Assignee’s making its processing fee payment under the Assignment and Acceptance and receipt and acknowledgment by Agent of such fully executed Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto.

(e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a “Participant”) participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the

Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, or (F) subordinate the Liens of Agent for the benefit of the Lender Group on all or substantially all of the Collateral to the Liens of any other creditor of Borrower, and (v) all amounts payable by Borrower hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. The provisions of this Section 14.1(e) are solely for the benefit of the Lender Group, and Borrower shall have no rights as a third party beneficiary of such provisions.

(f) In connection with any such assignment or participation or proposed assignment or participation, a Lender may disclose to a third party all documents and information which it now or hereafter may have relating to Borrower or Borrower’s business, provided that such Lender shall obtain from assignees or participants confidentiality covenants substantially equivalent to those contained in Section 16.17(d).

(g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or United States Treasury Regulation 31 CFR § 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

(h) Subject to the last sentence of this Section 14.1(h), Borrower shall maintain, or cause to be maintained, a register (the “Register”) on which it enters the name of a Lender as the registered owner of each Advance, as the case may be, held by such Lender. A Registered Loan (and the Registered Note, if any, evidencing the same) may be assigned or

sold in whole or in part only by registration of such assignment or sale on the Register (and each Registered Note shall expressly so provide). Subject to the last sentence of this Section 14.1(h), any assignment or sale of all or part of such Registered Loan (and the Registered Note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the Registered Note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such Registered Note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new Registered Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of an assignment or sale of any Registered Loan (and the Registered Note, if any, evidencing the same), Borrower and Agent shall treat the Person in whose name such Registered Loan (and the Registered Note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of an assignment or delegation covered by Section 14.1(a)(y), the assigning Lender shall maintain a register comparable to the Register on behalf of Agent.

(i) In the event that a Lender sells participations in a Registered Loan, such Lender shall maintain a register on which it enters the name of all participants in the Registered Loans held by it (the “Participant Register”). A Registered Loan (and the Registered Note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each Registered Note shall expressly so provide). Any participation of such Registered Loan (and the Registered Note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register.

14.2 Successors. This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties hereto; provided, however, that Borrower may not assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders shall release Borrower from its Obligations. A Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder and thereunder pursuant to Section 14.1 hereof and, except as expressly required pursuant to Section 14.1 hereof, no consent or approval by Borrower is required in connection with any such assignment.

15.1 Amendments and Waivers. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by Agent with the written consent of the Required Lenders) and Borrower and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders affected thereby and Borrower, do any of the following:

(b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,

(c) reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document,

(d) change the percentage of the Commitments that is required to take any action hereunder,

(e) amend, modify or waive this Section or any provision of the Agreement providing for consent or other action by all Lenders,

(i) release Borrower or any Guarantor from any obligation for the payment of money,

(j) increase the advance rates with respect to Advances (except for the restoration of an advance rate after the prior reduction thereof),

(k) change the definition of Borrowing Base or the definitions of Eligible Accounts, Eligible Domestic Billed Accounts, Eligible Domestic Unbilled Accounts, Maximum Revolver Amount, or change, modify or waive Section 2.1(b) or Section 2.4(b), or

(l) amend, modify or waive any of the provisions of Section 16 or Section 2.1(a) or Section 2.3(i).

and, provided further, however, that no amendment, waiver or consent shall, unless in writing and signed by Agent, Issuing Lender, or Swing Lender, as applicable, affect the rights or duties of Agent, Issuing Lender, or Swing Lender, as applicable, under this Agreement or any other Loan Document. The foregoing notwithstanding, any amendment, modification, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of Borrower, shall not require consent by or the agreement of Borrower.

Agent and Lenders (other than Lenders with a Term Loan Commitment), on the one hand, and Lenders with a Term Loan Commitment, on the other hand, have executed a letter agreement on the Closing Date. The rights and duties of Agent and Lenders are subject to such agreement.

(a) If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement, then Agent, upon at least five (5) Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than fifteen (15) Business Days after the date such notice is given.

b) Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender’s being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

15.3 No Waivers; Cumulative Remedies. No failure by Agent or any Lender to exercise any right, remedy, or option under this Agreement or, any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by Agent or any Lender on any occasion shall affect or diminish Agent’s and each Lender’s rights thereafter to require strict performance by Borrower of any provision of this Agreement. Agent’s and each Lender’s rights under this Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy Agent or any Lender may have.

16.1 Appointment and Authorization of Agent. Each Lender hereby designates and appoints Foothill as its representative under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as such on the express conditions contained in this Section 16. The provisions of this Section 16 are solely for the benefit of Agent, and the Lenders, and Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the

contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent; it being expressly understood and agreed that the use of the word “Agent” is for convenience only, that Foothill is merely the representative of the Lenders, and only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Advances, for itself or on behalf of Lenders as provided in the Loan Documents, (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower, the Obligations, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

16.2 Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

16.3 Liability of Agent. None of the Agent-Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by Borrower or any Subsidiary or Affiliate of Borrower, or any officer or director thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other

Loan Document, or to inspect the Books or properties of Borrower or the books or records or properties of any of Borrower’s Subsidiaries or Affiliates.

16.4 Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrower or counsel to any Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless Agent shall first receive such advice or concurrence of the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

16.5 Notice of Default or Event of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders, except with respect to Defaults and Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 16.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

16.6 Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information

as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and any other Person (other than the Lender Group) party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and any other Person (other than the Lender Group) party to a Loan Document. Except for notices, reports, and other documents expressly herein required to be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons.

16.7 Costs and Expenses; Indemnification. Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, reasonable attorneys’ fees and expenses, costs of collection by outside collection agencies and auctioneer fees and costs of security guards or insurance premiums paid to maintain the Collateral or any other collateral securing the Obligations, whether or not Borrower is obligated to reimburse Agent or Lenders for such expenses pursuant to the Loan Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from Collections received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from Collections received by Agent, each Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), according to their Pro Rata Shares, from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender in failing to make an Advance or other extension of credit hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s ratable share of any costs or out-of-pocket expenses (including attorneys fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

16.8 Agent in Individual Capacity. Foothill and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in, and generally engage in any kind of banking, lending, trust, financial advisory, underwriting, or other business with Borrower and its Subsidiaries and Affiliates and any other Person (other than the Lender Group) party to any Loan Documents as though Foothill were not Agent hereunder, and, in each case, without notice to or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge that, pursuant to such activities, Foothill or its

Affiliates may receive information regarding Borrower or its Affiliates and any other Person (other than the Lender Group) party to any Loan Documents that is subject to confidentiality obligations in favor of Borrower or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver Agent will use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide such information to them. The terms “Lender” and “Lenders” include Foothill in its individual capacity.

16.9 Successor Agent. Agent may resign as Agent upon forty-five (45) days’ notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term “Agent” shall mean such successor Agent and the retiring Agent’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is forty-five (45) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

16.10 Lender in Individual Capacity. Any Lender and its respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with Borrower and its Subsidiaries and Affiliates and any other Person (other than the Lender Group) party to any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge that, pursuant to such activities, such Lender and its respective Affiliates may receive information regarding Borrower or its Affiliates and any other Person (other than the Lender Group) party to any Loan Documents that is subject to confidentiality obligations in favor of Borrower or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver such Lender will use its reasonable best efforts to obtain), such Lender not shall be under any obligation to provide such information to them. With respect to the Swing Loans and Agent Advances, Swing Lender shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the sub-agent of Agent.

(a) If any Lender is a “foreign corporation, partnership or trust” within the meaning of the IRC and such Lender claims exemption from, or a reduction of, United States withholding tax under Sections 1441 or 1442 of the IRC, such Lender agrees with and in favor of Agent and Borrower, to deliver to Agent and Borrower:


	(i) if such Lender claims an exemption from withholding tax pursuant to its portfolio interest exception, (a) a statement of the Lender, signed under penalty of perjury, that it is not a (1) a “bank” as described in Section 881(c)(3) (A) of the IRC, (2) a 10% shareholder (within the meaning of Section 881(c)(3)(B) of the IRC), or (3) a controlled foreign corporation described in Section 881(c)(3)(C) of the IRC, and (b) a properly completed IRS Form W-8BEN, before the first payment of any interest under this Agreement and at any other time reasonably requested by Agent or Borrower;

	(ii) if such Lender claims an exemption from, or a reduction of, withholding tax under a United States tax treaty, properly completed IRS Form W-8BEN before the first payment of any interest under this Agreement and at any other time reasonably requested by Agent or Borrower;

	(iii) if such Lender claims that interest paid under this Agreement is exempt from United States withholding tax because it is effectively connected with a United States trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI before the first payment of any interest is due under this Agreement and at any other time reasonably requested by Agent or Borrower; and

	(iv) such other form or forms as may be required under the IRC or other laws of the United States as a condition to exemption from, or reduction of, United States withholding tax.

Such Lender agrees promptly to notify Agent and Borrower of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(b) If any Lender claims exemption from, or reduction of, withholding tax under a United States tax treaty by providing IRS Form W-8BEN and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Borrower to such Lender, such Lender agrees to notify Agent of the percentage amount in which it is no longer the beneficial owner of Obligations of Borrower to such Lender. To the extent of such percentage amount, Agent will treat such Lender’s IRS Form W-8BEN as no longer valid.

(c) If any Lender is entitled to a reduction in the applicable withholding tax, Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by subSection (a) of this Section are not delivered to Agent, then Agent

may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax.

(d) If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify and hold Agent harmless for all amounts paid, directly or indirectly, by Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to Agent under this Section, together with all costs and expenses (including attorneys fees and expenses). The obligation of the Lenders under this subsection shall survive the payment of all Obligations and the resignation or replacement of Agent.

(e) All payments made by Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below). All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (other than the United States) or by any political subdivision or taxing authority thereof or therein (other than of the United States) with respect to such payments (but excluding, any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) measured by or based on the net income or net profits of a Lender, or (ii) to the extent that such tax results from a change in the circumstances of the Lender, including a change in the residence, place of organization, or principal place of business of the Lender, or a change in the branch or lending office of the Lender participating in the transactions set forth herein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any note, including any amount paid pursuant to this Section 16.11(e) after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts payable to Agent or any Lender (i) that is not organized under the laws of the United States, if such Person fails to comply with the other requirements of this Section 16.11, or (ii) if the increase in such amount payable results from Agent’s or such Lender’s own willful misconduct or gross negligence. Borrower will furnish to Agent as promptly as possible after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower.

(a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral or other collateral securing the Obligations (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or

desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 7.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Borrower owned no interest at the time the security interest was granted or at any time thereafter, or (iv) constituting property leased to Borrower under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral or other collateral securing the Obligations without the prior written authorization of (y) if the release is of all or substantially all of the Collateral or other collateral securing the Obligations, all Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral or other collateral securing the Obligations pursuant to this Section 16.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral or the other collateral securing the Obligations.

(b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral or other collateral securing the Obligations exists or is owned by Borrower or a Guarantor or is cared for, protected, or insured or has been encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral or other collateral securing the Obligations, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, absent Agent’s gross negligence or willful misconduct, in its sole discretion given Agent’s own interest in the Collateral or other collateral securing the Obligations in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

(a) Each of the Lenders agrees that it shall not, without the express consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of Agent, set-off against the Obligations, any amounts owing by such Lender to Borrower or any deposit accounts of Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral the purpose of which is, or could be, to give such Lender any preference or priority against the other Lenders with respect to the Collateral.

(b) If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such Lender from Agent pursuant to the terms of this Agreement, or (ii) payments from Agent in excess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (1) turn the same over to Agent, in kind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment.

16.14 Agency for Perfection. Agent hereby appoints each other Lender as its agent (and each Lender hereby accepts such appointment) for the purpose of perfecting the Agent’s Liens in assets which, in accordance with Article 9 of the Code can be perfected only by possession. Should any Lender obtain possession of any such Collateral or other collateral securing the Obligations, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral or other collateral securing the Obligations to Agent or in accordance with Agent’s instructions.

16.15 Payments by Agent to the Lenders. All payments to be made by Agent to the Lenders shall be made by bank wire transfer or internal transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for itself by written notice to Agent. Concurrently with each such payment, Agent shall identify whether such payment (or any portion thereof) represents principal, premium, or interest of the Obligations.

16.16 Concerning the Collateral and Related Loan Documents. Each member of the Lender Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents relating to the Collateral and the other collateral securing the Obligations, for the benefit of the Lender Group. Each member of the Lender Group agrees that any action taken by Agent in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral and the other collateral securing the Obligations and the exercise by Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.

16.17 Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information. By becoming a party to this Agreement, each Lender:

(a) is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or examination report (each a “Report” and

collectively, “Reports”) prepared by or at the request of Agent, and Agent shall so furnish each Lender with such Reports,

(b) expressly agrees and acknowledges that Agent does not (i) make any representation or warranty as to the accuracy of any Report, and (ii) shall not be liable for any information contained in any Report,

(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any audit or examination will inspect only specific information regarding Borrower and will rely significantly upon the Books, as well as on representations of Borrower’s personnel,

(d) agrees to keep all Reports and other material, non-public information regarding Borrower and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner; it being understood and agreed by Borrower that in any event such Lender may make disclosures (i) to counsel for and other advisors, accountants, and auditors to such Lender, (ii) reasonably required by any bona fide potential or actual Assignee or Participant in connection with any contemplated or actual assignment or transfer by such Lender of an interest herein or any participation interest in such Lender’s rights hereunder, (iii) of information that has become public by disclosures made by Persons other than such Lender, its Affiliates, assignees, transferees, or Participants, or (iv) as required or requested by any court, governmental or administrative agency, pursuant to any subpoena or other legal process, or by any law, statute, regulation, or court order; provided, however, that, unless prohibited by applicable law, statute, regulation, or court order, such Lender shall notify Borrower of any request by any court, governmental or administrative agency, or pursuant to any subpoena or other legal process for disclosure of any such non-public material information concurrent with, or where practicable, prior to the disclosure thereof; provided further, that any disclosures pursuant to the preceding clauses (i) and (ii) shall be made subject to the recipient of the disclosures agreeing to be bound by the confidentiality provisions hereof; and provided further that, notwithstanding any other provisions in this Agreement to the contrary, Borrower is an intended third-party beneficiary to, and Agent shall be bound by, this Section 16.17(d), and

(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent and any other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has made or may make to Borrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of Borrower, and (ii) to pay and protect, and indemnify, defend and hold Agent, and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys fees and costs) incurred by Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

In addition to the foregoing: (x) any Lender may from time to time request in writing that Agent provide to such Lender a copy of any report or document provided by Borrower to Agent that

has not been contemporaneously provided by Borrower to such Lender, and, upon receipt of such request, Agent shall provide a copy of same to such Lender, (y) to the extent that Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Borrower, any Lender may, from time to time, reasonably request Agent to exercise such right as specified in such Lender’s notice to Agent, whereupon Agent promptly shall request of Borrower the additional reports or information reasonably specified by such Lender, and, upon receipt thereof from Borrower, Agent promptly shall provide a copy of same to such Lender, and (z) any time that Agent renders to Borrower a statement regarding the Loan Account, Agent shall send a copy of such statement to each Lender.

16.18 Several Obligations; No Liability. Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of the Lenders to make any credit available hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their respective Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their respective Commitments. Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender. Except as provided in Section 16.7, no member of the Lender Group shall have any liability for the acts or any other member of the Lender Group. No Lender shall be responsible to any Borrower or any other Person for any failure by any other Lender to fulfill its obligations to make credit available hereunder, nor to advance for it or on its behalf in connection with its Commitment, nor to take any other action on its behalf hereunder or in connection with the financing contemplated herein.

16.19 Legal Representation of Agent. In connection with the negotiation, drafting, and execution of this Agreement and the other Loan Documents, or in connection with future legal representation relating to loan administration, amendments, modifications, waivers, or enforcement of remedies, Paul, Hastings, Janofsky & Walker LLP (“Paul Hastings”) only has represented and only shall represent Foothill in its capacity as Agent and as a Lender. Each other Lender hereby acknowledges that Paul Hastings does not represent it in connection with any such matters.

17.1 Effectiveness. This Agreement shall be binding and deemed effective when executed by Borrower, Agent, and each Lender whose signature is provided for on the signature pages hereof.

17.2 Section Headings. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

17.3 Interpretation. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

17.4 Severability of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

17.5 Amendments in Writing. This Agreement only can be amended by a writing signed by Agent (on behalf of the requisite Lenders) and Borrower.

17.6 Counterparts; Telefacsimile Execution. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.

17.7 Revival and Reinstatement of Obligations. If the incurrence or payment of the Obligations by Borrower or any Guarantor or the transfer to the Lender Group of any property should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent conveyances, preferences, or other voidable or recoverable payments of money or transfers of property (collectively, a “Voidable Transfer”), and if the Lender Group is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the reasonable advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that the Lender Group is required or elects to repay or restore, and as to all reasonable costs, expenses, and attorneys fees of the Lender Group related thereto, the liability of Borrower [or Guarantor] automatically shall be revived, reinstated, and restored and shall exist as though such Voidable Transfer had never been made.

17.8 Integration. This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

FOOTHILL CAPITAL CORPORATION,
a California corporation, as Agent
and as a Lender

Orbital Communications Corporation, a Delaware corporation
Orbital International, Inc., a Virginia corporation
Orbital Holdings Corporation, a Delaware corporation

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-84296, 333-62277, 333-64517, 333-53585, 333-69887, 333-69885, 333-27999, 333-59470 and 333-59474), Form S-3 (Nos. 333-59402 and 333-101329) and Form S-4 (No. 333-101345) of Orbital Sciences Corporation of our report dated February 14, 2003, relating to the consolidated financial statements and financial statement schedules of Orbital Sciences Corporation and our report dated March 6, 2002 relating to the financial statements of Orbital Imaging Corporation which appear in this Form 10-K.

Written Statement of Chairman and Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

The undersigned, the Chairman and Chief Executive Officer of Orbital Sciences Corporation (the “Company”), hereby certifies that, to his knowledge, on the date hereof:

	(a)		the Annual Report on Form 10-K of the Company for the Year Ended December 31, 2002 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(b)		information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Written Statement of Vice Chairman and Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

The undersigned, the Vice Chairman and Chief Financial Officer of Orbital Sciences Corporation (the “Company”), hereby certifies that, to his knowledge, on the date hereof:

	(a)		the Annual Report on Form 10-K of the Company for the Year Ended December 31, 2002 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(b)		information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


(Mark One)
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the fiscal year ended December 31, 2002

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from to






Delaware		06-1209561
(State or Other Jurisdiction of Incorporation or Organization of Registrant)		(I.R.S. Employer Identification No.)

21839 Atlantic Boulevard, Dulles, Virginia		20166 (Zip Code)
(Address of principal executive offices)


Title of Each Class		Name of Each Exchange on Which Registered

Common Stock, par value $.01 per share		The New York Stock Exchange
Warrants to Subscribe for Common Stock		The New York Stock Exchange


Item		Page

	PART I




Item 1.	Business		1




Item 2.	Properties		14




Item 3.	Legal Proceedings		14




Item 4.	Submission of Matters to a Vote of Security Holders		16




Item 4A.	Executive Officers of the Registrant		16
	PART II




Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters		18




Item 6.	Selected Financial Data		19




Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21




Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		32




Item 8.	Financial Statements and Supplementary Data		33




Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		67
	PART III




Item 10.	Directors and Executive Officers of the Registrant		67




Item 11.	Executive Compensation		67




Item 12.	Security Ownership of Certain Beneficial Owners and Management		67




Item 13.	Certain Relationships and Related Transactions		67




Item 14.	Controls and Procedures		67
	PART IV




Item 15.	Exhibits, Financial Statement Schedules and Reports on Form 8-K		68


2002	High		Low

4th Quarter	$	4.68	$	2.66
3rd Quarter	$	7.55	$	2.81
2nd Quarter	$	7.97	$	4.79
1st Quarter	$	8.08	$	4.00


Business Unit		Principal Location(s)

Corporate Headquarters		Dulles, Virginia
Launch Vehicles and Advanced Programs		Dulles, Virginia; Chandler, Arizona
Satellites and Related Space Systems		Dulles, Virginia; Greenbelt, Maryland
Electronic Systems		Columbia, Maryland


Name	Age		Position

David W. Thompson		48	Chairman of the Board and Chief Executive Officer




James R. Thompson		66	Vice Chairman, President and Chief Operating Officer, Acting General Manager/ Electronic Systems Group, Director




Garrett E. Pierce		58	Vice Chairman and Chief Financial Officer, Director




Ronald J. Grabe		57	Executive Vice President and General Manager/ Launch Systems Group




John M. Danko		61	Executive Vice President and General Manager/ Space Systems Group




Antonio L. Elias		53	Executive Vice President and General Manager/ Advanced Programs Group


2001	High		Low

4th Quarter	$	4.35	$	1.20
3rd Quarter	$	4.25	$	1.62
2nd Quarter	$	6.08	$	2.64
1st Quarter	$	8.59	$	4.25



		Years Ended December 31,

		2002			2001(1)			2000(2)			1999(3)			1998


		*(In thousands, except share data)*




Operating Data:




	Revenues	$	551,642		$	415,249		$	379,539		$	459,700		$	422,117




	Costs of goods sold		460,231			387,433			379,504			437,409			327,756

	Gross profit		91,411			27,816			35			22,291			94,361




	Operating expenses		62,372			80,789			165,499			95,849			72,577

	Income (loss) from operations		29,039			(52,973	)		(165,464	)		(73,558	)		21,784




	Allocated share of losses of affiliates		—			(26,495	)		(119,183	)		(97,008	)		(76,815	)




	Other income (expense), net		(15,089	)		(16,146	)		(18,929	)		(13,714	)		431

	Income (loss) before provision for income taxes and discontinued operations		13,950			(95,614	)		(303,576	)		(184,280	)		(54,600	)




	(Provision) benefit for income taxes		(265	)		—			(9,886	)		—			1,127

	Income (loss) from continuing operations		13,685			(95,614	)		(313,462	)		(184,280	)		(53,473	)




	Income (loss) from discontinued operations		875			114,565			35,272			62,343			(3,079	)




	Cumulative effect of change in accounting		(13,795	)		—			—			—			—

	Net income (loss)	$	765		$	18,951		$	(278,190	)	$	(121,937	)	$	(56,552	)

Basic Income (Loss) Per Share(4):




	Income (loss) from continuing operations	$	0.31		$	(2.49	)	$	(8.36	)	$	(4.94	)	$	(1.50	)




	Income (loss) from discontinued operations		0.02			2.98			0.94			1.67			(0.09	)




	Cumulative effect of change in accounting		(0.31	)		—			—			—			—

	Net income (loss)	$	0.02		$	0.49		$	(7.42	)	$	(3.27	)	$	(1.59	)

	Shares used in computing basic per share amounts		43,907,897			38,424,363			37,467,520			37,281,065			35,624,888




Diluted Income (Loss) Per Share(4):




	Income (loss) from continuing operations	$	0.30		$	(2.49	)	$	(8.36	)	$	(4.94	)	$	(1.50	)




	Income (loss) from discontinued operations		0.02			2.98			0.94			1.67			(0.09	)




	Cumulative effect of change in accounting		(0.30	)		—			—			—			—

	Net income (loss)	$	0.02		$	0.49		$	(7.42	)	$	(3.27	)	$	(1.59	)

	Shares used in computing diluted per share amounts		44,937,453			38,424,363			37,467,520			37,281,065			35,624,888




Statement of Cash Flow Data:




	Cash flow from operating activities	$	(28,848	)	$	(80,989	)	$	35,585		$	27,156		$	10,775




	Cash flow from investing activities		(15,341	)		236,980			42,675			(97,029	)		(160,836	)




	Cash flow from financing activities		24,414			(137,852	)		(86,565	)		123,254			171,611




Balance Sheet Data:




	Cash, restricted cash and short-term investments	$	53,741		$	74,030		$	52,049		$	77,099		$	7,922




	Net working capital		92,350			(63,384	)		(160,963	)		(39,032	)		24,038




	Total assets		416,310			432,734			516,213			855,991			782,643




	Short-term borrowings		1,854			103,710			134,431			85,397			24,588




	Long-term obligations, net		114,833			4,665			108,291			235,454			176,522




	Stockholders’ equity		134,568			94,285			44,151			306,792			419,352


(1)	Revenue, gross profit and operating income include a $13.0 million favorable adjustment as a result of a contract settlement reached with a customer in connection with a contract that was terminated in March 2001. Operating income was negatively impacted by $5.4 million of litigation-related settlement charges and was favorably impacted by the $3.4 million reversal of a provision for uncollectible receivables recorded in 2000 related to the above-mentioned contract that was ultimately terminated in March 2001.

(2)	Operating income was negatively impacted by the following: (i) a $53.7 million provision to write down ORBCOMM-related receivables and inventory; (ii) a $15.9 million asset impairment charge and a $3.4 million provision for uncollectible receivables related to a contract ultimately terminated in March 2001; and (iii) an $11.5 million charge in connection with the settlement of a class-action lawsuit against the company.

(3)	Operating income was negatively impacted by a $15.2 million asset impairment charge.

(4)	Basic income (loss) per share is calculated using the weighted-average number of common shares outstanding during the periods. Diluted income (loss) per share is calculated using the weighted-average number of common shares and dilutive equivalent shares outstanding during the periods, including the dilutive effect of warrants, options and, for periods in which they were outstanding, the assumed conversion of our convertible subordinated notes.



	Years Ended
	December 31,

	2001			2000

ORBCOMM (1)	$	(6,500	)	$	(92,723	)




ORBIMAGE (2)		(19,091	)		(28,223	)




Other		(904	)		1,763

	$	(26,495	)	$	(119,183	)



			Time to Maturity

							Five
			One Year		Two to		Years and
	Total		or Less		Four Years		Beyond

Debt(1)	$	135.0	$	—	$	135.0	$	—




Operating leases		89.3		12.2		30.4		46.7




Capital leases		5.1		2.1		2.9		0.1

Total	$	229.4	$	14.3	$	168.3	$	46.8


	Page

Reports of Independent Accountants		34




Consolidated Statements of Operations		36




Consolidated Balance Sheets		37




Consolidated Statements of Stockholders’ Equity		38




Consolidated Statements of Cash Flows		39




Notes to Consolidated Financial Statements		40



		For the Years Ended December 31,

		2002			2001			2000

Revenues		$	551,642		$	415,249		$	379,539




Costs of goods sold			460,231			387,433			379,504

Gross profit			91,411			27,816			35




Research and development expenses			4,671			7,722			10,133




Selling, general and administrative expenses			57,701			61,626			68,503




Amortization of goodwill			—			6,021			5,739




Provision for doubtful ORBCOMM accounts			—			—			53,713




Asset impairment charge			—			—			15,911




Litigation-related settlements			—			5,420			11,500

Income (loss) from operations			29,039			(52,973	)		(165,464	)




Interest expense, net of amounts capitalized			(17,450	)		(21,671	)		(24,037	)




Other income, net			2,361			5,525			5,108




Allocated share of losses of affiliates			—			(26,495	)		(119,183	)

Income (loss) before provision for income taxes and discontinued operations			13,950			(95,614	)		(303,576	)




Provision for income taxes			(265	)		—			(9,886	)

Income (loss) from continuing operations before cumulative effect of change in accounting			13,685			(95,614	)		(313,462	)




Discontinued operations:




	Loss from operations		—			(155	)		(4,381	)




	Gain on disposal		875			114,720			39,653

Income from discontinued operations			875			114,565			35,272




Cumulative effect of change in accounting			(13,795	)		—			—

Net income (loss)		$	765		$	18,951		$	(278,190	)

Basic income (loss) per share:




	Income (loss) from continuing operations	$	0.31		$	(2.49	)	$	(8.36	)




	Income from discontinued operations		0.02			2.98			0.94




	Cumulative effect of change in accounting		(0.31	)		—			—

	Net income (loss)	$	0.02		$	0.49		$	(7.42	)

Diluted income (loss) per share:




	Income (loss) from continuing operations	$	0.30		$	(2.49	)	$	(8.36	)




	Income from discontinued operations		0.02			2.98			0.94




	Cumulative effect of change in accounting		(0.30	)		—			—

	Net income (loss)	$	0.02		$	0.49		$	(7.42	)

Basic shares used in computing per share amounts			43,907,897			38,424,363			37,467,520

Diluted shares used in computing per share amounts			44,937,453			38,424,363			37,467,520


												Accumulated
												Other
			Common Stock				Additional					Comprehensive
							Paid-In		Deferred			Income			Accumulated
			Shares		Amount		Capital		Compensation			(Loss)			Deficit			Total

Balance, December 31, 1999				37,400,814	$	374	$	497,923	$	—		$	(5,159	)	$	(186,346	)	$	306,792




	Gain on investment in ORBCOMM			—		—		15,367		—			—			—			15,367




	Shares issued to employees, officers, and directors			328,662		3		2,172		—			—			—			2,175




	Comprehensive loss:




		Net loss		—		—		—		—			—			(278,190	)		(278,190	)




		Translation adjustment		—		—		—		—			(2,253	)		—			(2,253	)




		Unrealized gain on short-term investments		—		—		—		—			260			—			260

		Total comprehensive loss		—		—		—		—			—			—			(280,183	)

Balance, December 31, 2000				37,729,476		377		515,462		—			(7,152	)		(464,536	)		44,151




	Shares issued to employees, officers and directors			1,685,593		17		5,619		—			—			—			5,636




	Warrants issued for litigation settlement			—		—		11,500		—			—			—			11,500




	Shares issued to ORBCOMM and others			1,825,801		18		6,877		—			—			—			6,895




	Comprehensive income:




		Net income		—		—		—		—			—			18,951			18,951




		Translation adjustment		—		—		—		—			7,487			—			7,487




		Unrealized gain on short-term investments		—		—		—		—			(335	)		—			(335	)

		Total comprehensive income		—		—		—		—			—			—			26,103

Balance, December 31, 2001				41,240,870		412		539,458		—			—			(445,585	)		94,285




	Shares issued to employees, officers and directors			3,834,076		39		15,340		—			—			—			15,379




	Shares issued for litigation settlement			300,000		3		1,000		—			—			—			1,003




	Warrants issued, net of issuance costs			—		—		22,306		—			—			—			22,306




	Warrants exercised			35,675		—		123		—			—			—			123




	Issuance of restricted stock			200,000		2		1,058		(1,060	)		—			—			—




	Amortization of deferred compensation			—		—		—		707			—			—			707




	Comprehensive income:




		Net income		—		—		—		—			—			765			765

		Total comprehensive income		—		—		—		—			—			—			765

Balance, December 31, 2002				45,610,621	$	456	$	579,285	$	(353	)	$	—		$	(444,820	)	$	134,568



		Years Ended December 31,

		2002		2001		2000

Launch Vehicles and Advanced Programs:




	Revenues	$	257,851	$	146,429	$	124,099




	Operating income (loss)(1)(2)		23,643		17,305		(19,329	)




	Identifiable assets		131,863		114,403		112,120




	Capital expenditures		4,965		1,424		4,073




	Depreciation and amortization		5,798		7,780		7,822




Satellites and Related Space Systems:






Buildings		18 to 20 years




Machinery, equipment, software and intellectual property		3 to 12 years




Leasehold improvements		Shorter of estimated useful life or lease term






Launch Vehicles and Advanced Programs	$	3,567




Satellites and Related Space Systems		18,441




Electronic Systems		2,242




Corporate and Other		29,463

Consolidated	$	53,713


	2002

Balance at January 1	$	3,691





Accruals for warranties issued during the year		2,430





Settlements made during the year		(1,567	)


Balance at December 31	$	4,554


	Operating		Capital

2003	$	12,188	$	2,142





2004		11,821		1,945





2005		9,959		924





2006		8,609		69





2007		8,093		43





Thereafter		38,668		—

	$	89,338		5,123


Less interest				(476	)





Less current portion				(1,854	)


Long-term portion			$	2,793



		As of December 31,

		2002			2001

Tax Assets:





U.S. Federal and state net operating loss carryforward		$	189,169		$	166,752





Other accruals, credits and reserves			42,223			43,612





Percentage-of-completion accounting			3,233			—





U.S. Federal tax credit carryforward			2,933			2,998





Intangible assets			2,873			5,738

			240,431			219,100





Valuation allowance			(232,244	)		(202,734	)


	Tax assets, net	$	8,187		$	16,366


Tax Liabilities:





Excess deductions for tax reporting purposes		$	4,564		$	8,379





Excess tax depreciation			3,623			4,153





Investments in subsidiaries/affiliates			—			529





Percentage-of-completion accounting			—			3,305


	Tax liabilities	$	8,187		$	16,366


							Weighted
							Average		Outstanding
		Number of			Option Price		Exercise		and
Options		Shares			Per Share		Price		Exercisable

Outstanding at December 31, 1999.			6,012,722		$	3.51-$43.31	$	22.66		2,602,819





	Granted		1,746,033			8.00-36.50		12.34





	Exercised		(17,587	)		3.51-12.25		6.74





	Cancelled or expired		(766,167	)		3.51-40.00		24.94


Outstanding at December 31, 2000.			6,975,001			3.51-43.31		19.86		4,409,970





	Granted		3,138,499			1.30-4.30		3.75





	Exercised		—			—		—





	Cancelled or expired		(1,997,120	)		3.51-36.50		24.94


Outstanding at December 31, 2001.			8,116,380			1.30-43.31		14.03		4,753,881





	Granted		607,500			2.95-6.15		5.31





	Exercised		(174,783	)		3.80-4.43		4.00





	Cancelled or expired		(2,425,370	)		3.45-43.31		21.58


Outstanding at December 31, 2002.			6,123,727		$	1.30-$43.31	$	10.53		4,397,349



		Options Outstanding
								Options Exercisable
				Weighted
		Number		Average		Weighted		Number		Weighted
Range of		Outstanding at		Remaining		Average		Exercisable at		Average
Exercise Prices		Dec. 31, 2002		Contractual Life		Exercise Price		Dec. 31, 2002		Exercise Price

$	1.30-$ 4.00		2,679,230		8.61	$	3.72		1,536,681	$	3.76




	4.17-13.50		2,079,928		7.23		10.23		1,496,099		11.61




	13.88-43.31		1,364,569		4.93		24.35		1,364,569		24.35

$	1.30-$43.31		6,123,727		7.32	$	10.53		4,397,349	$	12.82



		Quarters Ended

		March 31			June 30			Sept. 30			Dec. 31

2002




	Revenues	$	120,712		$	135,435		$	134,833		$	160,662




	Gross profit		18,994			21,711			21,056			29,650




	Income from operations		5,201			7,242			5,836			10,760




	Income from continuing operations		2,392			5,361			760			5,172




	Income from discontinued operations		—			—			875			—




	Income per common share, continuing operations		0.06			0.12			0.02			0.11




	Income per dilutive share, continuing operations		0.05			0.12			0.02			0.11




	Income per common and dilutive share, discontinued operations		—			—			0.02			—




2001(1)




	Revenues	$	94,889		$	108,489		$	91,008		$	120,863




	Gross profit		10,647			6,598			12,192			(1,621	)




	Loss from operations		(4,513	)		(8,491	)		(16,920	)		(23,049	)




	Loss from continuing operations		(22,692	)		(25,137	)		(16,278	)		(31,507	)




	Income (loss) from discontinued operations		1,125			91,709			21,895			(164	)




	Loss per common and dilutive share, continuing operations		(0.60	)		(0.66	)		(0.42	)		(0.80	)




	Income per common and dilutive share, discontinued operations		0.03			2.41			0.57			—


Item 9.	*Changes in and Disagreements with Accountants on Accounting and Financial Disclosure*


Item 10.	*Directors and Executive Officers of The Registrant*


Item 12.	*Security Ownership of Certain Beneficial Owners and Management*


Item 13.	*Certain Relationships and Related Transactions*


Item 15.	*Exhibits, Financial Statement Schedules and Reports on Form 8-K*


Signature:		Title:
/s/ David W. Thompson David W. Thompson		Chairman of the Board and Chief Executive Officer, Director
/s/ James R. Thompson James R. Thompson		Vice Chairman, President and Chief Operating Officer, Director
/s/ Garrett E. Pierce Garrett E. Pierce		Vice Chairman and Chief Financial Officer, Director
/s/ N. Paul Brost N. Paul Brost		Senior Vice President, Finance
/s/ Hollis M. Thompson Hollis M. Thompson		Vice President and Controller
/s/ Daniel J. Fink Daniel J. Fink		Director
/s/ Lennard A. Fisk Lennard A. Fisk		Director
/s/ Robert M. Hanisee Robert M. Hanisee		Director
/s/ Robert J. Hermann Robert J. Hermann		Director
/s/ Jack L. Kerrebrock Jack L. Kerrebrock		Director


/s/ Janice I. Obuchowski
		Director
Janice I. Obuchowski
/s/ Frank L. Salizzoni Frank L. Salizzoni		Director
/s/ Harrison H. Schmitt Harrison H. Schmitt		Director
/s/ Scott L. Webster Scott L. Webster		Director


				Additions

						Charged/
		Balance at		Charged to		Credited to					Balance
		Start of		Costs and		Other					At End of
Description		Period		Expenses		Accounts		Deductions(1)			Period

YEAR ENDED DECEMBER 31, 2000
	Allowance for doubtful accounts		18,920		10,362		—		(4,112	)		25,170
	Allowance for obsolete inventory		14,480		281		—		(1,970	)		12,791
	Deferred income tax valuation reserve		150,844		63,219		—		—			214,063
YEAR ENDED DECEMBER 31, 2001
	Allowance for doubtful accounts		25,170		437		—		(23,575	)		2,032
	Allowance for obsolete inventory		12,791		—		—		(11,401	)		1,390
	Deferred income tax valuation reserve		214,063		—		—		(11,329	)		202,734
YEAR ENDED DECEMBER 31, 2002
	Allowance for doubtful accounts		2,032		1,641		—		(1,587	)		2,086
	Allowance for obsolete inventory		1,390		2,196		—		(353	)		3,233
	Deferred income tax valuation reserve		202,734		29,510		—		—			232,244


				ASSETS
Current assets:
	Cash and cash equivalents				$	6,293
	Trade receivables and other current assets, net of allowances of $129					924

				Total current assets		7,217

Property, plant and equipment, at cost, less accumulated depreciation of $18,948						15,157
Satellites and related rights, at cost, less accumulated depreciation and amortization of $50,595						104,827
Unbilled receivables						5,623
Goodwill, intangibles and deferred charges						7,086

		Total assets			$	139,910

				LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
	Current liabilities not subject to compromise:
			Accounts payable and accrued expenses (post-petition)		$	5,290
			Current portion of deferred revenue			298

				Total current liabilities not subject to compromise		5,588

	Liabilities subject to compromise (pre-petition)					235,233

				Total current liabilities		240,821

Preferred stock subject to repurchase, par value $0.01; 10,000,000 shares authorized; Series A 12% cumulative convertible, 2,000,000 shares authorized, 975,349 shares issued and outstanding (liquidation value of $102,574)						111,150

Stockholders’ deficit:
		Common stock, par value $0.01; 75,000,000 shares authorized;
			25,214,000 shares issued and outstanding			252
		Additional paid-in-capital				87,507
		Accumulated deficit				(299,820	)

		Total stockholders’ deficit				(212,061	)

		Total liabilities and stockholders’ deficit			$	139,910


Revenues		$	15,643
Direct expenses			9,611

Gross profit			6,032
Selling, general and administrative expenses			4,317
Impairment charges			7,562

Loss from operations			(5,847	)
Interest expense, net			7,832

Loss before reorganization items and benefit for income taxes			(13,679	)
Reorganization items:
	Professional fees		7,164
	Interest earned on accumulated cash and cash equivalents during Chapter 11 proceedings		(74	)

Loss before benefit for income taxes			(20,769	)
Benefit for income taxes			—

Net loss		$	(20,769	)
Loss per common share — basic and diluted (1)		$	(0.87	)
Loss available to common stockholders		$	(21,880	)
Weighted average shares outstanding – basic and diluted (1)			25,214,000


Cash flows from operating activities:
		Net loss			$	(20,769	)
		Adjustments to reconcile net loss to net cash used in operating activities:
			Asset loss and impairment charges			7,562
			Depreciation, amortization and other			5,445
		Changes in assets and liabilities:
			Decrease in receivables and other current assets			33,725
			Decrease in other assets			22
			Decrease in accounts payable and accrued expenses			(23,061	)
			Decrease in deferred revenue			(1,725	)
			Decrease in obligations to related parties			(169	)
			Liabilities subject to compromise:
				Decrease in accounts payable and accrued expenses		(982	)
				Decrease in deferred revenue		(5,283	)

		Net cash used in operating activities				(5,235	)

Cash flows from investing activities:
		Capital expenditures				(1,873	)

		Net cash used in investing activities				(1,873	)

Net decrease in cash and cash equivalents						(7,108	)

Cash and cash equivalents, beginning of year						13,401

Cash and cash equivalents, end of year					$	6,293
Supplemental cash flow information:
	Interest paid				$	34,292

Non-cash items:
	Preferred stock dividends				$	1,111


Net loss, as reported		$	(20,769	)
Less: stock-based compensation expense determined under the fair value method, net of tax			(593	)

Pro forma net loss		$	(21,362	)

Loss per common share — basic and diluted:
	As reported	$	(0.87	)

	Pro forma	$	(0.89	)