exv4w6



 



Exhibit 4.6




	 	 	 
	No. 1	 	CUSIP No. 685564163



Warrant Certificate



ORBITAL SCIENCES CORPORATION



     This Warrant Certificate certifies that Cede & Co., or its registered
assigns, is the registered holder of Warrants, expiring August 15, 2006 (the
“Warrants”), to purchase common stock, par value $.01 per share (the “Common
Stock”), of Orbital Sciences Corporation, a Delaware corporation (the
“Company”). Each Warrant initially entitles the registered holder upon
exercise at any time from 9:00 a.m., New York City time, on the date
immediately following the Mandatory Separation Date (as defined in the Warrant
Agreement) (the “Exercise Date”) until 5:00 p.m., New York City time, on August
15, 2006, the Expiration Date, to receive from the Company 122.23 fully paid
and nonassessable shares of Common Stock (the “Warrant Shares”) at the initial
exercise price (the “Exercise Price”) of $3.86 per share payable upon surrender
of this Warrant Certificate and payment of the Exercise Price at the office or
agency of the Warrant Agent, subject to the conditions set forth herein and in
the Warrant Agreement referred to on the reverse hereof. The Exercise Price
and number of Warrant Shares issuable upon exercise of the Warrants are subject
to adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.


     No Warrant may be exercised after 5:00 p.m., New York City time, on the
Expiration Date, and to the extent not exercised by such time Warrants shall
become void.


     Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth at this place.


     This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent, as such term is used in the Warrant Agreement.


     This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be
performed in New York, including, without limitation Sections 5-1401 and 5-1402
of the New York General Obligations Law and Rule 327(b) of the New York Civil
Practices Laws and Rules.


 






 


     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
signed below.


     Dated:  February 21, 2003




	 	 	 	 
	 	
ORBITAL SCIENCES CORPORATION	 
	 
	 	By:	 	 
	 	 	

Name:  Garrett E. Pierce

Title: Vice Chairman and

           Chief Financial Officer	 
	 
	 	 	 




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

as Warrant Agent	 
	 
	By:	 
	

Authorized Signature	 



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Reverse of Warrant Certificate



     THIS GLOBAL WARRANT IS HELD BY THE DEPOSITARY (AS DEFINED IN THE WARRANT
AGREEMENT GOVERNING THIS WARRANT) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF
THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE WARRANT AGENT MAY MAKE SUCH NOTATIONS HEREON
AS MAY BE REQUIRED PURSUANT TO SECTION 3.5 OF THE WARRANT AGREEMENT, (II) THIS
GLOBAL WARRANT MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
3.5(a) OF THE WARRANT AGREEMENT, (III) THIS GLOBAL WARRANT MAY BE DELIVERED TO
THE WARRANT AGENT FOR CANCELLATION PURSUANT TO SECTION 3.8 OF THE WARRANT
AGREEMENT AND (IV) THIS GLOBAL WARRANT MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.


     The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants expiring at 5:00 p.m., New York City time, on the
Expiration Date, entitling the holder on exercise to receive shares of Common
Stock, and are issued or to be issued pursuant to a Warrant Agreement, dated as
of August 22, 2002 (the “Warrant Agreement”), duly executed and delivered by
the Company to U.S. Bank, N.A., as warrant agent (the “Warrant Agent”), which
Warrant Agreement is hereby incorporated by reference in and made a part of
this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the registered holders or registered holder) of the Warrants. A copy
of the Warrant Agreement may be obtained by the holder hereof upon written
request to the Company.


     Warrants may be exercised commencing at the opening of business on the
Exercise Date and until 5:00 p.m., New York City time, on the Expiration Date,
provided that holders shall be able to exercise their Warrants only if a
Registration Statement relating to the exercise of the Warrants is then in
effect, or the exercise of such Warrants is exempt from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”),
and such securities are qualified for sale or exempt from qualification under
the applicable securities laws of the states in which the various holders of
the Warrants or other Persons to whom it is proposed that the Warrant Shares be
issued on exercise of the Warrants reside. In order to exercise all or any of
the Warrants represented by this Warrant Certificate, the holder must deliver
to the Warrant Agent at the address set forth in Section 15 of the Warrant
Agreement or at the Warrant Agent’s New York corporate trust office this
Warrant Certificate and the form of election to purchase included
in this Warrant Certificate duly


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filled in and signed, which signature
shall be medallion guaranteed by an institution which is a member of one of the
following recognized signature guarantee programs: (i) The Securities Transfer
Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion
Program (MNSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such
other guarantee program acceptable to the Warrant Agent, and payment to the
Warrant Agent for the account of the Company of the Exercise Price, as adjusted
as provided in the Warrant Agreement, for the number of Warrant Shares in
respect of which such Warrant is then exercised.


     The Warrant Agreement provides that upon the occurrence of certain events
the Exercise Price set forth on the face hereof may, subject to certain
conditions, be adjusted. If the Exercise Price is adjusted, the Warrant
Agreement provides that the number of shares of Common Stock issuable upon the
exercise of each Warrant shall be adjusted. No fractions of a share of Common
Stock will be issued upon the exercise of any Warrant, but the Company, at its
option, will pay the cash value thereof determined or round to the next full
share of Common Stock, as provided in the Warrant Agreement. No adjustment
shall be made for any dividends on any Common Stock issuable upon exercise of
this Warrant.


     Warrant Certificates, when surrendered at the office of the Warrant Agent
by the registered holder thereof in person or by legal representative or
attorney duly authorized in writing, may be exchanged, in the manner and
subject to the limitations provided in the Warrant Agreement, but without
payment of any service charge, for another Warrant Certificate or Warrant
Certificates of like tenor evidencing in the aggregate a like number of
Warrants.


     Upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like
number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant
Agreement, without charge except for any tax or other governmental charge
imposed in connection therewith.


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     The Company and the Warrant Agent may deem and treat the registered
holder(s) thereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, or any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights
of a stockholder of the Company.


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Form of Election to Purchase


(To Be Executed Upon Exercise Of Warrant)


     The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to receive ______shares of
Common Stock and herewith tenders payment for such shares to the order of
Orbital Sciences Corporation, in the amount of $______in accordance with
the terms hereof or the tender of $______aggregate principal amount of Notes
in accordance with the terms hereunder. The undersigned requests that a
certificate for such shares be registered in the name of ______, whose
address is ______and that such shares be delivered to ______,
whose address is ______. If said number of shares is
less than all of the shares of Common Stock purchasable upon exercise of the
Warrant(s) represented by this Warrant Certificate, the undersigned requests
that a new Warrant Certificate representing the number of Warrants exercisable
for the remaining balance of such shares be registered in the name of
______, whose address is ______, and that such
Warrant Certificate be delivered to ______whose
address is ______.




	 	 	 
	 	
Signature	 



Date: ______




	 	 	 
	 	
Signature Guaranteed*	 








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


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SCHEDULE OF EXCHANGES OF INTERESTS

OF GLOBAL WARRANTS



     The initial number of warrants evidenced by this Global Warrant is 0. The
following exchanges of a part of this Global Warrant have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Number of	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Warrants in this	 	 	 	 
	 	 	Amount of Decrease	 	Amount of	 	Global Warrant	 	Signature of
	 	 	in Number of	 	Increase in Number	 	Following Such	 	Authorized
	Date of	 	Warrants in this	 	of Warrants in this	 	Decrease or	 	Officer of
	Exchange	 	Global Warrant	 	Global Warrant	 	Increase	 	Warrant Agent
	






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