Orbital Imaging Corporation (ORBIMAGE), which is 60% owned by Orbital Sciences Corporation, today announced that it recently completed a financing package of debt and equity capital totaling $173 million. Through a private placement, the company secured $150 million from the sale of units consisting of 11 5/8% senior notes due 2005, along with warrants to purchase approximately 1.3 million shares of its common stock. ORBIMAGE also raised $23 million of equity capital when its existing preferred stockholders exercised an option to purchase additional preferred stock.

The company plans to use the proceeds of these offerings to complete the

construction and launch of its third and fourth satellites, OrbView-3 and -4,

which are scheduled for launch in 1999 and 2000, respectively. OrbView-3 will

produce one-meter resolution panchromatic (black and white) digital imagery as

well as four-meter resolution multispectral (color and infrared) imagery,

while OrbView-4 will produce similar high-resolution panchromatic and

multispectral imagery as well as eight-meter resolution hyperspectral

(enhanced color and infrared) imagery. In addition, proceeds from the

financings are expected to be used in upgrading ORBIMAGE's existing ground

stations and for general corporate purposes.

“This financing allows ORBIMAGE to fully fund an expanded fleet of two

high-resolution satellites to provide global imaging with frequent revisit

times and high network robustness,'' said Mr. David W. Thompson, ORBIMAGE's

Chairman and Chief Executive Officer. “In addition, we believe that this

financing will provide ORBIMAGE the financial resources needed to aggressively

expand its business as new opportunities develop in the coming years,'' he

added.

ORBIMAGE, a leading provider of global space-based imagery, currently

operates the OrbView-1 atmospheric imaging satellite launched in 1995, the

OrbView-2 ocean and land multispectral imaging satellite launched in 1997, and

a common ground receiving, processing and distribution system. Its OrbNet

digital archive and electronic distribution system, which the company expects

to activate later this year, will be an on-line catalogue for the distribution

of OrbView-1, OrbView-2 and other imagery to customers over the Internet. In

the future, it will be expanded to accommodate high-resolution imagery

provided by the OrbView-3 and OrbView-4 satellites.

The offering of the units was conducted within the United States pursuant

to Rule 144A of the U.S. Securities Act of 1933, as amended, and outside the

United States pursuant to Regulation S under that Act. Neither the senior

notes nor the common stock of the company issuable upon exercise of the

warrants has been registered under the Securities Act, or any state securities

laws. Accordingly, these securities may not be offered or sold in the United

States or to or for the account of U.S. persons, absent registration or an

exemption from the registration requirements of the Securities Act and

applicable state securities laws.