exv10w1



 


Exhibit 10.1

9% SENIOR NOTES DUE 2011



REGISTRATION RIGHTS AGREEMENT



Dated as of July 10, 2003



by and among



ORBITAL SCIENCES CORPORATION



and



BANC OF AMERICA SECURITIES LLC

JEFFERIES/QUARTERDECK, LLC

JEFFERIES & COMPANY, INC.




 






 





REGISTRATION RIGHTS AGREEMENT



          This Registration Rights Agreement is made and entered into as of July 10,
2003, by and between Orbital Sciences Corporation, a Delaware corporation (the
“Company”), on the one hand, and Banc of America Securities LLC,
Jefferies/Quarterdeck, LLC and Jefferies & Company, Inc. (such entities
collectively, the “Initial Purchasers”), on the other hand.



          This Agreement is made pursuant to the Purchase Agreement, dated July 2,
2003 by and between the Company and the Initial Purchasers (the “Purchase
Agreement”). In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Company has agreed to provide the registration rights
provided for in this Agreement to the Initial Purchasers and their direct and
indirect transferees. The execution and delivery of this Agreement is a
condition to the closing of the transactions contemplated by the Purchase
Agreement.



          The parties hereby agree as follows:




	1. Definitions



          As used in this Agreement, the following terms shall have the following
meanings:



          Affiliate: As defined in Rule 144 of the Securities Act.



          Agreement: This Registration Rights Agreement, as the same may be
amended, supplemented or modified from time to time in accordance with the
terms hereof.



          Applicable Period: As defined in Section 2(f) hereof.



          Business Day: Each Monday, Tuesday, Wednesday, Thursday and Friday that
is not a day on which banking institutions in New York, New York are authorized
or obligated by law or executive order to close.



          Closing Date: The Closing Date as defined in the Purchase Agreement.



          Effectiveness Period: As defined in Section 3(a) hereof.



          Effectiveness Target Date: The 180th day following the Closing Date.



          Eligible Holder: As defined in Section 3 hereof.



          Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated by the SEC thereunder.



          Exchange Offer: As defined in Section 2(a) hereof.



 






 


          Exchange Offer Registration Statement: As defined in Section 2(a) hereof.



          Exchange Securities: The 9% Senior Notes due 2011, Series B, of the
Company identical in all respects to the Notes, except for references to series
and restrictive legends.



          Exempt Resales: The transactions in which the Initial Purchasers propose
to sell the Notes to certain “qualified institutional buyers” as such term is
defined in Rule 144A.



          Filing Date: The 90th day after the Closing Date.



          Holder: Each registered holder of any Transfer Restricted Securities.



          Indenture: The Indenture, dated the date hereof, between the Company and
the Trustee thereunder, pursuant to which the Notes are being issued, as
amended, modified or supplemented from time to time in accordance with the
terms thereof.



          Interest Payment Date: As defined in the Indenture.



          Liquidated Damages: As defined in Section 4(a) hereof.



          Notes: The 9% Senior Notes due 2011, Series A, of the Company, issued
pursuant to the Indenture.



          Participating Broker-Dealer: As defined in Section 2(f) hereof.



          Person: Any corporation, individual, limited liability company, joint
stock company, joint venture, partnership, limited liability partnership,
unincorporated association, governmental regulatory entity, country, state or
political subdivision thereof, trust, municipality or other entity.



          Proceeding: An action, claim, suit or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.



          Prospectus: The prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated pursuant to the Securities
Act), as amended or supplemented by any prospectus supplement, with respect to
the terms of the offering of any portion of the Transfer Restricted Securities
covered by such Registration Statement, and all other amendments and
supplements to any such prospectus, including post-effective amendments, and
all material incorporated by reference or deemed to be incorporated by
reference, if any, in such prospectus.



          Questionnaire: As defined in Section 3(a) hereof.



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          Registration Default: As defined in Section 4(a) hereof.



          Registration Statement: Any registration statement of the Company that
covers any of the Transfer Restricted Securities pursuant to the provisions of
this Agreement, including the Prospectus, amendments and supplements to such
registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference, if any, in such registration statement.



          Rule 144: Rule 144 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.



          Rule 144A: Rule 144A promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.



          Rule 158: Rule 158 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.




          Rule 415: Rule 415 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.



          Rule 424: Rule 424 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.



          SEC: The Securities and Exchange Commission.



          Securities Act or Act: The Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.



          Shelf Notice: As defined in Section 2(h) hereof.



          Shelf Registration: As defined in Section 3 hereof.



          Special Counsel: One nationally recognized firm acting as special counsel
to the Holders of Transfer Restricted Securities, the reasonable fees and
expenses of which the Holders of Transfer Restricted Securities will be
reimbursed pursuant to Section 6(b) hereof.



          TIA: The Trust Indenture Act (15 U.S.C. Section 77aaa-77bbbb) as in
effect on the date of the Indenture.



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          Transfer
Restricted Securities: The Notes and the Exchange Securities in
each case that may not be sold absent registration or qualification under, or
the availability of an exemption from the registration or qualification
requirements of, applicable federal or state securities law.



          Trustee: U.S. Bank National Association, the trustee under the Indenture.



          underwritten
registration or underwritten offering: A registration in
connection with which securities of the Company are sold to an underwriter for
reoffering to the public pursuant to an effective Registration Statement.



          Underwriting
Request: As defined in Section 9(a) hereof.




	2.
Exchange Offer



          (a)     The Company shall: (i) prepare and file with the SEC promptly after
the date hereof, but in no event later than the Filing Date, a registration
statement (the “Exchange Offer Registration Statement”) on an appropriate form
under the Securities Act with respect to a proposed offer (the “Exchange
Offer”) to the Holders to issue and deliver to such Holders, in exchange for
the Notes, a like aggregate principal amount of Exchange Securities, (ii) use
their respective reasonable best efforts to cause the Exchange Offer
Registration Statement to become effective as promptly as practicable after the
filing thereof, but in no event later than the Effectiveness Target Date, (iii)
use their respective reasonable best efforts to keep the Exchange Offer
Registration Statement effective until the consummation of the Exchange Offer
pursuant to its terms, and (iv) unless the Exchange Offer would not be
permitted by a policy of the SEC, commence the Exchange Offer and use their
respective reasonable best efforts to, on the earliest practicable date after
the Exchange Offer Registration Statement is declared effective, but in no
event later than 30 Business Days thereafter, consummate the Exchange Offer and
issue Exchange Securities in exchange for all Notes validly tendered prior
thereto in the Exchange Offer. The Exchange Offer shall not be subject to any
conditions, other than that the Exchange Offer does not violate applicable law
or any applicable interpretation of the staff of the SEC.



          (b)     The Exchange Securities shall be issued under, and entitled to the
benefits of, the Indenture or a trust indenture that is identical to the
Indenture (other than such changes as are necessary to comply with any
requirements of the SEC to effect or maintain the qualification thereof under
the TIA).



          (c)     In connection with the Exchange Offer, the Company shall: (i) mail to
each Holder a copy of the Prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal that
is an exhibit to the Exchange Offer Registration Statement, and any related
documents; (ii) keep the Exchange Offer open for not less than 20 Business Days
after the date notice thereof is mailed to the Holders (or longer if required
by applicable law); (iii) utilize the services of a depositary for the Exchange
Offer with



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an address in the Borough of Manhattan, The City of New York; (iv) permit
Holders to withdraw tendered Notes at any time prior to the close of business,
New York time, on the last Business Day on which the Exchange Offer shall
remain open; and (v) otherwise comply with all laws applicable to the Exchange
Offer.


          (d)     As soon as practicable after the close of the Exchange Offer, the
Company shall: (i) accept for exchange all Notes validly tendered and not
validly withdrawn pursuant to the Exchange Offer; (ii) deliver to the Trustee
for cancellation all Notes so accepted for exchange; and (iii) cause the
Trustee promptly to authenticate and deliver to each Holder of Notes, Exchange
Securities equal in aggregate principal amount to the Notes of such Holder so
accepted for exchange.



          (e)     Interest on each Exchange Security will accrue from the last interest
payment date on which interest was paid on the Notes surrendered in exchange
therefor or, if no interest has been paid on the Notes, from the date of
original issue of the Notes. Each Exchange Security shall bear interest at the
rate set forth thereon; provided, that interest with respect to the period
prior to the issuance thereof shall accrue at the rate or rates borne by the
Notes surrendered in exchange therefor from time to time during such period.



          (f)     The Company shall include within the Prospectus contained in the
Exchange Offer Registration Statement a section entitled “Plan of
Distribution,” containing a summary statement of the positions taken or
policies made by the staff of the SEC with respect to the potential
“underwriter” status of any broker-dealer that is the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of Exchange Securities received
by such broker-dealer in the Exchange Offer (a “Participating Broker-Dealer”).
Such “Plan of Distribution” section shall also allow the use of the Prospectus
by all Persons subject to the prospectus delivery requirements of the
Securities Act, including (without limitation) all Participating
Brokers-Dealers, and include a statement describing the means by which
Participating Broker-Dealers may resell the Exchange Securities. The Company
shall use its reasonable best efforts to keep the Exchange Offer Registration
Statement effective and to amend and supplement the Prospectus to be lawfully
delivered by all Persons subject to the prospectus delivery requirement of the
Securities Act for such period of time as such Persons must comply with such
requirements in order to resell the Exchange Securities (the “Applicable
Period”).



          (g)     As a condition to its participation in the Exchange Offer, each Holder
of Transfer Restricted Securities (including, without limitation, any Holder
who is a broker-dealer) shall furnish, upon the request of the Company, prior
to the consummation of the Exchange Offer, a written representation to the
Company (which may be contained in the letter of transmittal contemplated by
the Exchange Offer Registration Statement) to the effect that, at the time of
the consummation of the Exchange Offer: (i) it is not an affiliate of the
Company, (ii) it is not engaged in, and does not intend to engage in, and has
no arrangement or understanding with any person to participate in, a
distribution of the Exchange Securities and (iii) it is acquiring the Exchange
Securities in its ordinary course of business. As a condition to its
participation in



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the Exchange Offer, each Holder using the Exchange Offer to participate in
a distribution of the Exchange Securities shall acknowledge and agree that, if
the resales are of Exchange Securities obtained by such Holder in exchange for
Notes acquired directly from the Company or an affiliate thereof, it must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction and that such
a secondary resale transaction must be covered by an effective registration
statement containing the selling security holder information required by Item
507 or 508, as applicable, of Regulation S-K.


          (h)     If (i) the Exchange Offer is not permitted by applicable law or SEC
policy, or (ii) if any Holder of Transfer Restricted Securities shall notify
the Company within 20 Business Days following the consummation of the Exchange
Offer (provided that if a Holder has delivered a notice within such time
period, any other Holder meeting the requirements set forth in clauses (A), (B)
or (C) hereof may thereafter submit a notice without regard to such time period
restriction) that (A) such Holder was prohibited by law or SEC policy from
participating in the Exchange Offer or (B) such Holder may not resell the
Exchange Securities acquired by it in the Exchange Offer to the public without
delivering a prospectus and the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
Holder or (C) such Holder is a broker-dealer and holds Notes acquired directly
from the Company or any of its affiliates, then the Company shall promptly
deliver to the Eligible Holders (as defined below) and the Trustee notice
thereof (the “Shelf Notice”) and shall use reasonable best efforts to prepare
and thereafter file a Shelf Registration pursuant to Section 3. The Shelf
Notice shall specify a date on which the Company intends to file such Shelf
Registration, which date shall not be more than 60 days after the obligation to
perform a Shelf Registration arises.




	3. Shelf
Registration



          If a Shelf Notice is required to be delivered pursuant to Section 2(h)(i),
then this Section 3 shall apply to all Transfer Restricted Securities. If a
Shelf Notice is required to be delivered pursuant to Section 2(h)(ii), then
this Section 3 shall apply solely with respect to the Transfer Restricted
Securities held by those Holders who have delivered a notice described in
Section 2(h)(ii) (the Holders whose Transfer Restricted Securities may be
included in any Shelf Registration, the “Eligible Holders”).



          (a)     The Company shall mail together with a Shelf Notice or as soon as
practicable thereafter a questionnaire (the “Questionnaire”), soliciting the
information required by Items 507 and 508 of Regulation S-K, to each of the
Eligible Holders. As a condition to any Eligible Holder’s Transfer Restricted
Securities being included, and such Eligible Holder being named as a selling
securityholder, in the Shelf Registration referred to below and any Prospectus
related thereto, such Eligible Holder shall submit to the Company a fully
completed Questionnaire and shall agree to amend and submit to the Company a
revised Questionnaire any time the information contained therein ceases to be
accurate and complete. The Company agrees to file with the SEC on or prior to
the 60th day after the obligation arises, a Registration Statement (the “Shelf
Registration”) for an offering to be made on a continuous basis pursuant to



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Rule 415 covering all of the Transfer Restricted Securities held by
Eligible Holders that fully complete and return their Questionnaires at least
two Business Days prior to the date the Shelf Registration is intended to be
filed, as stated in the Shelf Notice. Following the initial filing of the
Shelf Registration, the Company shall include the Transfer Restricted
Securities held by, and shall name as selling securityholders, in the final
Prospectus relating to such Shelf Registration, any Eligible Holder that
returns a fully completed Questionnaire after such cut-off date but not less
than two Business Days before the date on which the Company files with the SEC
its request for acceleration of effectiveness of the Shelf Registration.
Following the date on which the Shelf Registration is declared effective by the
SEC, the Company will use its reasonable best efforts to prepare and file a
post-effective amendment to the Shelf Registration or a supplement to the
Prospectus, as may be required under the Securities Act, to include in the
Shelf Registration the Transfer Restricted Securities held by, and/or name as a
selling securityholder in the Prospectus, any Eligible Holder and, in the case
of a post-effective amendment, to cause such post-effective amendment to be
declared effective, in each case, as promptly as practical after receipt from
such Eligible Holder of a fully completed Questionnaire. The Shelf
Registration shall be on Form S-3 under the Securities Act or another
appropriate form permitting registration of such Transfer Restricted Securities
for resale by the Eligible Holders in the manner or manners reasonably
designated by them (including, without limitation, one or more underwritten
offerings, if requested by Eligible Holders of not less than $30 million in
aggregate principal amount of Transfer Restricted Securities). The Company
shall use its reasonable best efforts, as described in Section 5, to cause the
Shelf Registration to be declared effective pursuant to the Securities Act as
promptly as practicable after the filing thereof (but in no event later than 90
days after the filing thereof) and to keep the Shelf Registration continuously
effective under the Securities Act for 24 months after the Effectiveness Target
Date, or such shorter period ending when either (1) all Transfer Restricted
Securities covered by the Shelf Registration have been sold in the manner set
forth and as contemplated in the Shelf Registration or (2) there cease to be
outstanding any Transfer Restricted Securities (the “Effectiveness Period”).


          (b)     The Company shall use reasonable best efforts to keep the Shelf
Registration continuously effective, for the period described in Section 3(a)
hereof, by supplementing and amending the Shelf Registration if required by the
rules, regulations or instructions applicable to the registration form used for
such Shelf Registration, if required by the Securities Act or if reasonably
requested by the Eligible Holders holding a majority of the aggregate
outstanding principal amount of the Transfer Restricted Securities covered by
such Shelf Registration Statement or by any underwriter of such Transfer
Restricted Securities.



          (c)     Notwithstanding anything to the contrary in this Section 3, but
subject to compliance with Section 4, the Company may, by delivering written
notice to the named selling securityholders, prohibit offers and sales of
Transfer Restricted Securities pursuant to the Shelf Registration at any time
if (A)(i) the Company is in possession of material non-public information
relating to the Company, (ii) the Company determines (based on advice of
counsel) that such prohibition is necessary in order to avoid a requirement to
disclose such material non-public information to the public and (iii) the
Company determines in good faith that public



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disclosure of such material non-public information would not be in the
best interests of the Company and its stockholders, or (B)(i) the Company has
made a public announcement relating to an acquisition or business combination
transaction including the Company and/or one or more of its subsidiaries that
is material to the Company and its subsidiaries taken as a whole and (ii) the
Company determines in good faith that (x) offers and sales of Transfer
Restricted Securities pursuant to the Shelf Registration prior to the
consummation of such transaction (or such earlier date as the Company shall
determine) would not be in the best interests of the Company and its
stockholders or (y) it would be impracticable at the time to obtain any
financial statements relating to such acquisition or business combination
transaction that would be required to be set forth in the Shelf Registration;
provided, however, that upon (i) the public disclosure by the Company of the
material non-public information described in clause (A) of this paragraph or
(ii) the consummation, abandonment or termination of, or the availability of
the required financial statements with respect to, a transaction described in
clause (B) of this paragraph, the suspension of the use of the Shelf
Registration pursuant to this Section 3(c) shall cease and the Company shall
promptly comply with Section 5(b) hereof and notify such Holders that
dispositions of Transfer Restricted Securities may be resumed.



	4.
Liquidated Damages



          (a)     The Company and the Initial Purchasers agree that the Holders of
Transfer Restricted Securities will suffer damages if the Company fails to
fulfill its obligations pursuant to Sections 2, 3 and 5(b) hereof and that it
would not be possible to ascertain the extent of such damages. Accordingly, in
the event of such failure by the Company to fulfill such obligations, the
Company hereby agrees to pay liquidated damages (“Liquidated Damages”) to each
Holder of Transfer Restricted Securities under the circumstances and to the
extent set forth below.



          If (i) the Exchange Offer Registration Statement has not been filed with
the SEC on or prior to the Filing Date; or (ii) if the Exchange Offer
Registration Statement is not declared effective by the SEC on or prior to the
Effectiveness Target Date; or (iii) if the Exchange Offer is not consummated on
or before the 60th Business Day after the Exchange Offer Registration Statement
is declared effective by the SEC; or (iv) if obligated to file a Shelf
Registration and the Company fails to file such Shelf Registration with the SEC
on or prior to the 60th day after such filing obligation arises; or (v) if
obligated to file a Shelf Registration and such Shelf Registration is not
declared effective by the SEC on or prior to the 90th day after such filing
obligation arises; or (vi) if the Exchange Offer Registration Statement has
been declared effective by the SEC and thereafter ceases to be effective or the
Prospectus contained therein ceases to be usable in connection with resales of
Transfer Restricted Securities for such time of non-effectiveness or non
usability; or (vii) the Shelf Registration has been declared effective by the
SEC and thereafter ceases to be effective or the Prospectus contained therein
ceases to be usable in connection with resales of Transfer Restricted
Securities (including as a result of a prohibition against sales of Transfer
Restricted Securities pursuant to Section 3(c) hereof or a suspension of the
use of the Prospectus as described in the last paragraph of Section 5 hereof)
at any time during the Effectiveness Period for a period of time which shall
exceed 90 consecutive days or



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120 days in the aggregate during any 365-day period (any of the foregoing,
a “Registration Default”), then the Company shall pay Liquidated Damages in
cash to each Holder of Transfer Restricted Securities for the first 90-day
period immediately following the occurrence of such Registration Default in an
amount equal to $.05 per week per $1,000 principal amount of Transfer
Restricted Securities held by such Holder for each week or portion thereof that
the Registration Default continues. The amount of Liquidated Damages shall
increase by an additional $0.05 per week per $1,000 in principal amount of
Transfer Restricted Securities with respect to each subsequent 90-day period
until all Registration Defaults have been cured, up to a maximum amount of
$0.50 per week per $1,000 in principal amount of Transfer Restricted
Securities. Notwithstanding the foregoing, (x) only Eligible Holders shall be
eligible to receive Liquidated Damages with respect to Registration Defaults
described in clauses (iv), (v) or (vii) hereof, and (y) only those Persons
subject to the prospectus delivery requirements of the Securities Act (as
described in Section 2(f) hereof) shall be eligible to receive Liquidated
Damages with regards to the Registration Default described in clause (vi)
hereof. The Company will not be required to pay Liquidated Damages for more
than one Registration Default at any given time. Following the cure of all
Registration Defaults relating to any Transfer Restricted Securities, the
accrual of Liquidated Damages with respect to such Transfer Restricted
Securities will cease. A Registration Default under clause (i) above shall be
cured on the date that the Exchange Offer Registration Statement is filed with
the SEC; a Registration Default under clause (ii) above shall be cured on the
date that the Exchange Offer Registration Statement is declared effective by
the SEC; a Registration Default under clause (iii) above shall be cured on the
date the Exchange Offer is consummated with respect to all Notes validly
tendered; a Registration Default under clause (iv) above shall be cured on the
date such Shelf Registration is filed with the SEC; a Registration Default
under clause (v) above shall be cured on the date such Shelf Registration is
declared effective by the SEC; a Registration Default under clause (vi) above
is cured upon the filing of a post-effective amendment to the Exchange Offer
Registration Statement that causes such Exchange Offer Registration Statement
to again be declared effective and made usable or the Prospectus contained
therein again becomes usable consistent with applicable law; a Registration
Default under clause (vii) above is cured upon the filing of a post-effective
amendment to the Shelf Registration Statement that causes such Shelf
Registration Statement to again be declared effective and made usable or the
Prospectus contained therein again becomes usable consistent with applicable
law.


          (b)     The Company shall notify the Trustee as promptly as possible, but in
no event more than three Business Days after each and every date on which a
Registration Default occurs. Liquidated Damages shall be paid on each Interest
Payment Date by the Company to the Holders or Eligible Holders, as the case may
be, of Transfer Restricted Securities as of the immediately preceding Record
Date (as defined in the Indenture) in the same manner interest is paid to
Holders of Notes pursuant to the Indenture. Each obligation to pay Liquidated
Damages shall be deemed to commence accruing on the date of the applicable
Registration Default and to cease accruing when all Registration Defaults have
been cured. In no event shall the Company pay Liquidated Damages in excess of
the applicable maximum amount set forth above, regardless of whether one or
multiple Registration Defaults exist.



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	5.
Registration Procedures



          In connection with the Company’s registration obligations hereunder, the
Company shall use its reasonable best efforts to effect such registrations on
the appropriate form available for the sale of the Transfer Restricted
Securities to permit the exchange of Transfer Restricted Securities for
Exchange Securities or, in the case of a Shelf Registration, the sale of
Transfer Restricted Securities in accordance with the method or methods of
disposition thereof (including, without limitation, one or more underwritten
offerings, if requested by Eligible Holders of not less than $30 million in
aggregate principal amount of Transfer Restricted Securities) specified by the
Eligible Holders of a majority in aggregate principal amount of Transfer
Restricted Securities, and pursuant thereto the Company shall use its
reasonable best efforts to:



          (a)     No fewer than five Business Days prior to the initial filing of a
Registration Statement or Prospectus and no fewer than two Business Days prior
to the filing of any amendment or supplement thereto (but excluding any
document that would be incorporated or deemed to be incorporated therein by
reference), furnish to the Holders of the Transfer Restricted Securities (or,
in the case of a Shelf Registration, Eligible Holders), their Special Counsel
and the managing underwriters, if any, copies of all such documents proposed to
be filed, which documents (other than those incorporated or deemed to be
incorporated by reference) will be subject to the review and comment of such
Holders or Eligible Holders, as the case may be, their Special Counsel and such
underwriters, if any, for a period of (a) at least five Business Days (in the
case of the initial Registration Statement and Prospectus) or (b) two Business
Days (in the case of any amendment or supplement thereto), and cause the
officers and directors of the Company, counsel to the Company and independent
certified public accountants to the Company to respond to such inquiries as
shall be necessary in connection with such Registration Statement, in the
opinion of Special Counsel and counsel to such underwriters, to conduct a
reasonable investigation within the meaning of the Securities Act. The Company
shall not file any such Registration Statement or related Prospectus or any
amendments or supplements thereto (other than any document that would be
incorporated or deemed to be incorporated in the Registration Statement by
reference) to which the Holders of a majority of the aggregate outstanding
principal amount of the Transfer Restricted Securities (or, in the case of a
Shelf Registration, Eligible Holders holding a majority of the aggregate
outstanding principal amount of Transfer Restricted Securities held by such
Eligible Holders), their Special Counsel, or the managing underwriters, if any,
shall reasonably object on a timely basis; provided that the Company may
assume, for the purposes of this subparagraph (a), that objections to the
inclusion of information specifically requested to be included in the
Registration Statement by the staff of the SEC, or in the opinion of counsel to
the Company, required to be in the Registration Statement, or specifically
required by the Securities Act or other applicable law, shall not be deemed to
be reasonable; and provided further, that the Company shall not be permitted to
include in the Registration Statement any securities other than the Transfer
Restricted Securities;



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          (b)     Prepare and file with the SEC such amendments, including
post-effective amendments, to each Registration Statement as may be necessary
to keep such Registration Statement continuously effective for the applicable
time period; cause, subject to Section 3(c) hereof, the related Prospectus to
be supplemented by any required prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424; and comply with the provisions of the
Securities Act and the Exchange Act with respect to the disposition of all
securities covered by such Registration Statement during such period in
accordance with the intended methods of disposition by the selling
securityholders set forth in such Registration Statement as so amended or in
such Prospectus as so supplemented;



          (c)     Notify the Holders of Transfer Restricted Securities to be sold or
their Special Counsel and the managing underwriters, if any, promptly, and (if
requested by any such person) confirm such notice in writing, (i)(A) when a
Prospectus or post-effective amendment is proposed to be filed, and (B) with
respect to a Registration Statement, when the same has become effective, (ii)
of any request by the SEC or any other Federal or state governmental authority
for amendments or supplements to a Registration Statement or Prospectus or for
additional information, (iii) of the issuance by the SEC, any state securities
commission, any other governmental agency or any court of any stop order, order
or injunction suspending or enjoining the use or the effectiveness of a
Registration Statement or the initiation of any Proceeding for that purpose,
(iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Transfer Restricted Securities for sale in any jurisdiction, or the initiation
or threatening of any Proceeding for such purpose, and (v) of the happening of
any event that makes any statement made in such Registration Statement or
Prospectus untrue in any material respect or that requires the making of any
changes in such Registration Statement or Prospectus so that, in the case of
the Registration Statement, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, not misleading, and that, in the
case of the Prospectus, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading;



          (d)     Use reasonable best efforts to avoid the issuance of, or, if issued,
obtain the withdrawal of, any order enjoining or suspending the use or
effectiveness of a Registration Statement or the lifting of any suspension of
the qualification (or exemption from qualification) of any of the Transfer
Restricted Securities for sale in any jurisdiction, at the earliest reasonably
practicable moment;



          (e)     If an underwritten offering has been requested by Eligible Holders of
not less than $30 million in aggregate principal amount of Transfer Restricted
Securities, and if requested by the managing underwriters, if any, or the
Eligible Holders of a majority in aggregate outstanding principal amount of the
Transfer Restricted Securities being sold in connection with such offering, (i)
promptly incorporate in a prospectus supplement or post-



11






 


effective amendment such information as the Company, the managing
underwriters, if any, and such Eligible Holders agree should be included
therein relating to the terms of the sale of the Transfer Restricted Securities
of such Eligible Holder in the Prospectus, including, without limitation,
information relating to the “Plan of Distribution” of the Transfer Restricted
Securities and (ii) make all required filings of such prospectus supplement or
such post-effective amendment as soon as practicable after the Company have
received notification of the matters to be incorporated in such prospectus
supplement or post-effective amendment; provided, however, that the Company
shall not be required to take any action pursuant to this Section 5(e) that
would, in the opinion of counsel for the Company, violate applicable law;


          (f)     Furnish to each Holder of Transfer Restricted Securities, their
Special Counsel and each managing underwriter, if any, without charge, at least
one conformed copy of each Registration Statement and each amendment thereto,
including financial statements (but excluding schedules, all documents
incorporated or deemed to be incorporated therein by reference and all
exhibits, unless requested in writing by such Holder, Special Counsel or
managing underwriter);



          (g)     Deliver to each Holder of Transfer Restricted Securities, their
Special Counsel, and the underwriters, if any, without charge, as many copies
of the Prospectus or Prospectuses (including each form of prospectus) and each
amendment or supplement thereto as such persons reasonably request; and the
Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders of Transfer Restricted
Securities and the underwriters, if any, in connection with the offering and
sale of the Transfer Restricted Securities covered by such Prospectus and any
amendment or supplement thereto;



          (h)     Use reasonable efforts to register or qualify or cooperate with the
Holders of Transfer Restricted Securities to be sold, the underwriters, if any,
and their respective counsel in connection with the registration or
qualification (or exemption from such registration or qualification) of such
Transfer Restricted Securities for offer and sale under the securities or Blue
Sky laws of such jurisdictions within the United States as any Holder or
underwriter reasonably requests in writing; use reasonable efforts to keep each
such registration or qualification (or exemption therefrom) effective during
the period such Registration Statement is required to be kept effective and use
reasonable efforts to do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of the Transfer
Restricted Securities covered by the Registration Statement; provided, however,
that the Company shall not be required to qualify generally to do business in
any jurisdiction where it is not then so qualified or to take any action that
would subject it to general service of process in any such jurisdiction where
it is not then so subject or subject the Company to any tax in any such
jurisdiction where it is not then so subject;



          (i)     In connection with any sale or transfer of Transfer Restricted
Securities that will result in such securities no longer being Transfer
Restricted Securities, cooperate with the Holders and the managing
underwriters, if any, to facilitate the timely preparation and



12






 


delivery of certificates representing Transfer Restricted Securities to be
sold, which certificates shall not bear any restrictive legends and shall be in
a form eligible for deposit with The Depository Trust Company and to enable
such Transfer Restricted Securities to be in such denominations and registered
in such names as the managing underwriters, if any, or Holders may request in
writing at least three Business Days prior to any sale of Transfer Restricted
Securities;


          (j)     Use reasonable efforts to cause the offering of the Transfer
Restricted Securities covered by the Registration Statement to be registered
with or approved by such other governmental agencies or authorities within the
United States as may require such registration or approval, except as may be
required as a consequence of the nature of such selling Holder’s business, in
which case the Company will cooperate in all reasonable respects with the
filing of such Registration Statement and the granting of such approvals as may
be necessary to enable the seller or sellers thereof or the underwriters, if
any, to consummate the disposition of such Transfer Restricted Securities;
provided, however, that the Company shall not be required to register the
Transfer Restricted Securities in any jurisdiction that would subject it to
general service of process in any such jurisdiction where it is not then so
subject or subject the Company to any tax in any such jurisdiction where it is
not then so subject or to require the Company to qualify to do business in any
jurisdiction where it is not then so qualified;



          (k)     Upon the occurrence of any event contemplated by Section 5(c)(v)
hereof, as promptly as practicable, prepare a supplement or amendment,
including, if appropriate, a post-effective amendment, to each Registration
Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, and file any
other required document so that, as thereafter delivered, such Prospectus will
not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;



          (l)     Prior to the effective date of the first Registration Statement
relating to the Transfer Restricted Securities, to provide a CUSIP number for
the Transfer Restricted Securities;



          (m)     Enter into such agreements (including, if requested by Eligible
Holders of not less than $30 million in aggregate principal amount of Transfer
Restricted Securities, an underwriting agreement in form, scope and substance
as is customary in underwritten offerings) and take all such other reasonable
actions in connection therewith (including those reasonably requested by the
managing underwriters, if any, or the Eligible Holders of a majority in
aggregate principal amount of the Transfer Restricted Securities being sold) in
order to expedite or facilitate the disposition of such Transfer Restricted
Securities, and, in such connection, if an underwriting agreement is entered
into, (i) make such representations and warranties to the underwriters with
respect to the business of the Company and its subsidiaries (including with
respect to businesses or assets acquired or to be acquired by any of them), and
the Registration Statement and Prospectus, in each case, in form, substance and
scope as are customarily made by



13






 


issuers to underwriters in underwritten offerings, and confirm the same if
and when requested; (ii) use reasonable best efforts to obtain opinions of
counsel to the Company and updates thereof (which counsel and opinions (in
form, scope and substance) shall be reasonably satisfactory to the managing
underwriters, if any), addressed to each of the underwriters, covering the
matters customarily covered in opinions requested in underwritten offerings and
such other matters as may be reasonably requested by the underwriters; (iii)
use reasonable best efforts to obtain customary “cold comfort” letters and
updates thereof from the independent certified public accountants of the
Company (and, if necessary, any other independent certified public accountants
of any subsidiary of the Company or of any business acquired by the Company for
which financial statements and financial data is, or is required to be,
included in the Registration Statement), addressed (where reasonably possible)
to each selling securityholder and each of the underwriters, such letters to be
in customary form and covering matters of the type customarily covered in “cold
comfort” letters in connection with underwritten offerings; (iv) the
underwriting agreement shall contain indemnification provisions and procedures
no less favorable to the selling securityholders and the underwriters than
those set forth in Section 6 hereof (or such other provisions and procedures
acceptable to Holders of a majority of aggregate principal amount of the
Transfer Restricted Securities covered by such Registration Statement and the
managing underwriters); and (v) deliver such documents and certificates as may
be reasonably requested by the managing underwriters, if any, to evidence the
continued validity of the representations and warranties made pursuant to
clause (i) of this Section 5(m) and to evidence compliance with any customary
conditions contained in the underwriting agreement;


          (n)     Make available for inspection by a representative of the Eligible
Holders of not less than a majority in aggregate outstanding principal amount
of the Transfer Restricted Securities being sold, any managing underwriter
participating in any such disposition of Transfer Restricted Securities, if
any, and any counsel, consultant or accountant retained by such representative
of the selling securityholders or managing underwriter, at the offices where
normally kept, during reasonable business hours, such financial and other
information and books and records of the Company and its subsidiaries, and
cause the officers, directors, agents and employees of the Company and its
subsidiaries to respond to such inquiries, as shall be reasonably necessary, in
the judgment of the Special Counsel and counsel to such underwriters, to
conduct a reasonable investigation within the meaning of Section 11 of the
Securities Act; provided, however, that such persons shall first agree in
writing with the Company that any information that is reasonably and in good
faith designated by the Company in writing as confidential at the time of
delivery of such information shall be kept confidential by such persons, unless
(i) disclosure of such information is required by court or administrative order
or is necessary to respond to inquiries of regulatory authorities, (ii)
disclosure of such information is required by law, or (iii) such information
becomes generally available to the public other than as a result of a
disclosure or failure to safeguard by any such person;



          (o)     Cause the Indenture to be qualified under the TIA not later than the
effective date of the first Registration Statement relating to the Transfer
Restricted Securities; and in connection therewith, cooperate with the trustee
under the Indenture and the Holders of



14






 


the Transfer Restricted Securities to effect such changes to the Indenture
as may be required for such Indenture to be so qualified in accordance with the
terms of the TIA; and execute, and use its reasonable best efforts to cause
such trustee to execute, all customary documents as may be required to effect
such changes, and all other forms and documents required to be filed with the
SEC to enable the Indenture to be so qualified in a timely manner; and


          (p)     Comply with applicable rules and regulations of the SEC and make
generally available to its securityholders earning statements satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158, no later than
45 days after the end of any 12-month period (or 90 days after the end of any
12-month period if such period is a fiscal year) (i) commencing at the end of
any fiscal quarter in which Transfer Restricted Securities are sold to
underwriters in a firm commitment or reasonable efforts underwritten offering
and (ii) if not sold to underwriters in such an offering, commencing on the
first day of the first fiscal quarter after the effective date of a
Registration Statement, which statement shall cover said period, consistent
with the requirements of Rule 158.



          The Company may require each Eligible Holder of Transfer Restricted
Securities as to which any registration is being effected to furnish to the
Company such information regarding the distribution of such Transfer Restricted
Securities as is required by law to be disclosed in the applicable Registration
Statement and the Company may exclude from such registration the Transfer
Restricted Securities of any Eligible Holder who fails to furnish such
information within a reasonable time after receiving such request and such
Eligible Holder shall not be entitled to Liquidated Damages as a result of the
exclusion of such Eligible Holder’s Transfer Restricted Securities from such
registration by the Company. Each such Eligible Holder agrees, by the
acquisition of Transfer Restricted Securities, and agrees to confirm such
agreement in writing upon request of the Company, to notify the Company as
promptly as practicable of any inaccuracy or change in information previously
furnished by such Eligible Holder to the Company or of the occurrence of any
event as a result of which any Prospectus relating to such registration
contains or would contain an untrue statement of a material fact regarding such
Eligible Holder or such Eligible Holder’s intended method of distribution of
such Transfer Restricted Securities, or omits to state any material fact
regarding such Eligible Holder or such Eligible Holder’s intended method of
distribution of such Transfer Restricted Securities, necessary to make the
statements therein, in light of the circumstances then existing, not misleading
and promptly to furnish to the Company any additional information required to
correct and update any previously furnished information or required so that
such Prospectus shall not contain, with respect to such Eligible Holder or the
distribution of such Transfer Restricted Securities, an untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances then existing, not misleading.



          If any such Registration Statement refers to any Eligible Holder by name
or otherwise as the holder of any securities of the Company, then such Eligible
Holder shall have the right to require (i) the insertion therein of language,
in form and substance reasonably satisfactory to such Eligible Holder, to the
effect that the holding by such Eligible Holder of such



15






 


securities is not to be construed as a recommendation by such Eligible
Holder of the investment quality of the Company’s securities covered thereby
and that such holding does not imply that such Eligible Holder will assist in
meeting any future financial requirements of the Company, or (ii) in the event
that such reference to such Eligible Holder by name or otherwise is not
required by the Securities Act or any similar Federal statute then in force,
the deletion of the reference to such Eligible Holder in any amendment or
supplement to the Registration Statement filed or prepared subsequent to the
time that such reference ceases to be required.


          Each Holder of Transfer Restricted Securities agrees by acquisition of
such Transfer Restricted Securities that, upon receipt of any notice from the
Company pursuant to Section 3(c) hereof or of the happening of any event of the
kind described in Section 5(c)(ii), 5(c)(iii), 5(c)(iv) or 5(c)(v) hereof, such
Holder will forthwith discontinue disposition of such Transfer Restricted
Securities covered by such Registration Statement or Prospectus until such
Holder’s receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 5(k) hereof, or until it is advised in writing by the
Company that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental filings that
are incorporated or deemed to be incorporated by reference in such Prospectus,
and, if so directed by the Company, such Holder will deliver to the Company (at
the Company’s expense) all copies, other than permanent file copies, then in
such Holder’s possession of the Prospectus covering such Transfer Restricted
Securities at the time of receipt of such notice.




	6.
Registration Expenses



          (a)     All fees and expenses incident to the performance of or compliance
with this Agreement by the Company shall be borne by it whether or not any
Registration Statement is filed or becomes effective and whether or not any
securities are issued or sold pursuant to any Registration Statement. The fees
and expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses (A) with respect to filings required to be made
with the National Association of Securities Dealers, Inc. and (B) in compliance
with securities or Blue Sky laws (including, without limitation and in addition
to that provided for in (b) below, reasonable fees and disbursements of counsel
for the underwriters or Special Counsel for the Holders in connection with Blue
Sky qualifications of the Transfer Restricted Securities)), (ii) printing
expenses (including, without limitation, expenses of printing certificates for
Transfer Restricted Securities in a form eligible for deposit with The
Depository Trust Company and of printing Prospectuses if the printing of
Prospectuses is requested by the managing underwriters, if any), (iii)
messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company and Special Counsel for the Holders (plus any local
counsel reasonably required by the Holders of a majority in aggregate
outstanding principal amount of the Transfer Restricted Securities), in
accordance with the provisions of Section 6(b) hereof, (v) fees and
disbursements of all independent certified public accountants referred to in
Section 5(m)(iii) hereof (including, without limitation, the expenses of any
special audit and “cold comfort” letters required by or



16






 


incident to such performance), (vi) Securities Act liability insurance, if
the Company desires such insurance, and (vii) fees and expenses of all other
persons retained by the Company. In addition, the Company shall pay its
internal expenses (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), the expense
of any annual audit, and all fees and expenses, if any, incurred in connection
with the listing of the securities to be registered on the New York Stock
Exchange (or on another national securities exchange or on NASDAQ).
Notwithstanding the foregoing or anything in this Agreement to the contrary,
each selling securityholder shall pay all commissions, placement agent fees and
underwriting discounts and commissions with respect to any Transfer Restricted
Securities sold by it and the fees and disbursements of any counsel or other
advisors or experts retained by such selling securityholders (severally or
jointly), other than Special Counsel and local counsel referred to in clause
(iv) above.


          (b)     In connection with the preparation and filing of any Registration
Statement pursuant to the terms hereof, the Company shall reimburse the Holders
of the Transfer Restricted Securities being registered pursuant to such
Registration Statement for the reasonable fees and disbursements of Special
Counsel thereto (in addition to any local counsel), who shall be Skadden, Arps,
Slate, Meagher & Flom LLP, unless another firm shall be chosen by the Holders
of a majority in aggregate outstanding principal amount of the Transfer
Restricted Securities for whose benefit the applicable Registration Statement
is being prepared.




	7.
Indemnification



          (a)     The Company agrees to indemnify and hold harmless each Holder, its
directors, officers and each Person, if any, who controls such Holder (within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from
and against any and all losses, claims, damages, liabilities and judgments
(including without limitation, any legal or other expenses incurred in
connection with investigating or defending any matter, including any action
that could give rise to any such losses, claims, damages, liabilities or
judgments) caused by any untrue statement or alleged untrue statement of a
material fact contained or incorporated by reference in any Registration
Statement, preliminary Prospectus or Prospectus provided by the Company to any
Holder or any prospective purchaser of Notes, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein (in the case of any preliminary
Prospectus, Prospectus or form of Prospectus or supplement thereto, in light of
the circumstances under which they were made) not misleading, except insofar as
such losses, claims, damages, liabilities or judgments are caused by an untrue
statement or omission or alleged untrue statement or omission that is based
upon and made in conformity with information relating to such Holder furnished
in writing to the Company by such Holder, provided, however, that the
indemnification contained in this Section 7(a) with respect to a preliminary
Prospectus shall not inure to the benefit of any Holder (or to the benefit of
any person controlling such Holder) on account of any such loss, claim, damage,
liability or judgment arising from the sale of the Transfer Restricted
Securities by such Holder to any person if the untrue statement or alleged
untrue statement or omission or alleged omission of



17






 


a material fact contained in a preliminary Prospectus was corrected in the
Prospectus and, due to the wrongful actions or wrongful inaction of such
Holder, such Holder did not send or give in a timely manner, a copy of the
Prospectus to such person (as then amended or supplemented) if the Company had
previously furnished sufficient copies thereof to such Holder in a timely
basis.


          The Company agrees to notify the Holders promptly of the institution,
threat or assertion of any claim, proceeding (including any governmental
investigation) or litigation in connection with the matters addressed by this
Agreement which involves the Company or any person indemnified hereunder. This
indemnity agreement will be in addition to any liability which the Company may
otherwise have, including under this Agreement.



          (b)     Each Holder of Transfer Restricted Securities agrees, severally and
not jointly, to indemnify and hold harmless the Company and each of its
directors and officers, and each person, if any, who controls (within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company
to the same extent as the foregoing indemnity from the Company set forth in
section (a) above, but only with reference to information relating to such
Holder furnished in writing to the Company by such Holder expressly for use in
any Registration Statement, preliminary Prospectus or Prospectus. In no event
shall any Holder, its directors, officers or any Person who controls such
Holder be liable or responsible for any amount in excess of the amount by which
the total amount received by such Holder with respect to its sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages that such Holder, its directors, officers or any Person
who controls such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.



          (c)     In case any action shall be commenced involving any person in respect
of which indemnity may be sought pursuant to Section 7(a) or 7(b) (the
“indemnified party”), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the “indemnifying party”) in writing
(provided, that the failure to give such notice shall not relieve the
indemnifying party of its obligations pursuant to this Agreement except to the
extent that the indemnifying party has been materially prejudiced by such
failure) and the indemnifying party shall assume the defense of such action,
including the employment of counsel reasonably satisfactory to the indemnified
party and the payment of all fees and expenses of such counsel, as incurred
(except that in the case of any action in respect of which indemnity may be
sought pursuant to both Sections 7(a) and 7(b), a Holder shall not be required
to assume the defense of such action pursuant to this Section 7(c), but may
employ separate counsel and participate in the defense thereof, but the fees
and expenses of such counsel, except as provided below, shall be at the expense
of the Holder). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel



18






 


reasonably satisfactory to the indemnified party or (iii) the named
parties to any such action (including any impleaded parties) include both the
indemnified party and the indemnifying party, and the indemnified party shall
have been advised by such counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to
the indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys
(in addition to any local counsel) for all indemnified parties and all such
fees and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by affected Holders holding a majority in aggregate
principal amount of Transfer Restricted Securities held by all such affected
Holders, in the case of the parties indemnified pursuant to Section 7(a), and
by the Company, in the case of parties indemnified pursuant to Section 7(b).
The indemnifying party shall indemnify and hold harmless the indemnified party
from and against any and all losses, claims, damages, liabilities and judgments
by reason of any settlement of any action (i) effected with its written consent
or (ii) effected without its written consent if the settlement is entered into
more than twenty Business Days after the indemnifying party shall have received
a request from the indemnified party for reimbursement for the fees and
expenses of counsel (in any case where such fees and expenses are at the
expense of the indemnifying party) and, prior to the date of such settlement,
the indemnifying party shall have failed to comply with such reimbursement
request. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement or compromise of, or consent to
the entry of judgment with respect to, any pending or threatened action in
respect of which the indemnified party is or could have been a party and
indemnity or contribution may be or could have been sought hereunder by the
indemnified party, unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability on claims
that are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.


          (d)     To the extent that the indemnification provided for in this Section 7
is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company, on the
one hand, and the Holders, on the other hand, from the sale of Transfer
Restricted Securities or (ii) if the allocation provided by clause 7(d)(i) is
not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause 7(d)(i) above but
also the relative fault of the Company, on the one hand, and of the Holders, on
the other hand, in connection with the statements or omissions which resulted
in such losses, claims, damages, liabilities or judgments, as well as any other
relevant equitable considerations. The relative fault of the Company, on the
one hand, and of the Holders, on the other hand, shall be determined by



19






 


reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company, on the one hand,
or by the Holders, on the other hand, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of
the losses, claims, damages, liabilities and judgments referred to above shall
be deemed to include any legal or other fees or expenses reasonably incurred by
such party in connection with investigating or defending any action or claim.


          The Company and each Holder agree that it would not be just and equitable
if contribution pursuant to this Section 7(d) were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or judgments referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 7, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall
be required to contribute, in the aggregate, any amount in excess of the amount
by which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages which such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders’
obligations to contribute pursuant to this Section 7(d) are several in
proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint.




	8.
Rules 144 and 144A



          The Company agree with each Holder, for so long as any Transfer Restricted
Securities remain outstanding and during any period in which the Company (i) is
not subject to Section 13 of 15(d) of the Exchange Act, to make available, upon
request of any Holder, to such Holder or beneficial owner of Transfer
Restricted Securities in connection with any sale thereof and any prospective
purchaser of such Transfer Restricted Securities designated by such Holder or
beneficial owner, the information required by Rule 144A(d)(4) under the Act in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144A, and (ii) is subject to Section 13 of 15 (d) of the Exchange Act, to make
all filings required thereby in a timely manner in order to permit resales of
such Transfer Restricted Securities pursuant to Rule 144.



20






 



	9.
Underwritten Registrations



          (a)     If any Eligible Holder or Holders desire to sell Transfer Restricted
Securities covered by any Shelf Registration in an underwritten offering, they
shall notify the Company in writing of such desire (the “Underwriting
Request”). The Underwriting Request shall include: the aggregate principal
amount of Notes proposed to be offered (which shall not be less than $30
million in aggregate principal amount), the proposed underwriter or
underwriters and the proposed date of offering (which shall not be less than
twenty Business Days after such notice). The Company shall not be obligated
(but may agree) to participate in any “roadshow” or other marketing activities
with regards to any such underwritten offering.



          (b)     If any of the Transfer Restricted Securities covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will administer the offering
will be selected by the Eligible Holders of a majority in aggregate outstanding
principal amount of such Transfer Restricted Securities included in such
offering, subject to the consent of the Company (which will not be unreasonably
withheld or delayed).



          No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person’s Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and
(ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents required under the
terms of such underwriting arrangements.



          (c)     Each Eligible Holder of Transfer Restricted Securities agrees, if
requested (pursuant to a timely written notice) by the managing underwriters in
an underwritten offering, not to effect any private sale or distribution
(including a sale pursuant to Rule 144(k) and Rule 144A, but excluding
non-public sales to any of its affiliates, officers, directors, employees and
controlling persons) of any of the Notes, in the case of an offering of the
Company’s debt securities, during the period beginning 10 days prior to, and
ending 90 days after, the closing date of the underwritten offering.



          The foregoing provisions of this Section 9(c) shall not apply to any
Eligible Holder of Transfer Restricted Securities if such Holder is prevented
by applicable statute or regulation from entering into any such agreement.



          (d)     Subject to Section 9(a) hereof, the Initial Purchasers and all Holders
of Transfer Restricted Securities agree that, notwithstanding any other term or
provision hereof, the Company shall not be required to use its reasonable best
efforts to enter into any agreements (including underwriting agreements) or
take any other actions contemplated by Section 5(m) hereof unless requested in
writing by the Holders of at least a majority in aggregate outstanding



21






 


principal amount of the Transfer Restricted Securities sold to the Initial
Purchasers pursuant to the Purchase Agreement.



	10.
Miscellaneous



          (a)     Remedies. The Company acknowledges and agrees that any failure by the
Company to comply with its obligations under this Agreement may result in
material irreparable injury to the Initial Purchasers or the Holders for which
there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of any such failure,
the Initial Purchasers or any Holder may obtain such relief as may be required
to specifically enforce the obligations of the Company hereunder. The Company
further agrees to waive the defense in any action for specific performance that
a remedy at law would be adequate.



          (b)     No
Inconsistent Agreements. The Company will not, on or after the
date of this Agreement, enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement
or otherwise conflicts with the provisions hereof. The Company has not
previously entered into any agreement granting any registration rights with
respect to its securities to any Person. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the Company’s securities under any agreement
in effect on the date hereof.



          (c)     Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless (i) in the case of Section 4
hereof and this Section 10(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority in aggregate outstanding principal amount of
Transfer Restricted Securities (excluding Transfer Restricted Securities held
by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the
rights of Holders whose Transfer Restricted Securities are being sold pursuant
to a Registration Statement and that does not affect directly or indirectly the
rights of other Holders of Transfer Restricted Securities may be given by the
Holders of a majority of the aggregate outstanding principal amount of Transfer
Restricted Securities being sold by such Holders pursuant to such Registration
Statement.



          (d)     Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right
to enforce such agreements directly to the extent they may deem such
enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.



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          (e)     Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:



	 	 	 	 	 
	 	 	
(i)
	 	if to a Holder, at the address set
forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the
Indenture; and
	 	 	 	 	 
	 	 	
(ii)
	 	if to the Company:
	 	 	 	 	 
	 	 	 	 	
Orbital Sciences Corporation
	 	 	 	 	
21839 Atlantic Boulevard
	 	 	 	 	
Dulles, Virginia 20166
	 	 	 	 	
Telecopy No.: (703) 406-5572
	 	 	 	 	 
	 	 	 	 	
Attention: Legal Department
	 	 	 	 	 
	 	 	 	 	
With a copy to:
	 	 	 	 	 
	 	 	 	 	
Hogan and Hartson L.L.P.
	 	 	 	 	
Columbia Square
	 	 	 	 	
555 13th Street N.W.
	 	 	 	 	
Washington, DC 20004
	 	 	 	 	
Telecopy No.: (202) 637-5910
	 	 	 	 	
Attention: James E. Showen




          All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
receipt acknowledged, if telecopied; and on the next business day, if timely
delivered to an air courier guaranteeing overnight delivery.



          Copies of all such notices (other than any notice required under Section
4(i) hereof), demands or other communications shall be concurrently delivered
by the Person giving the same to the Trustee at the address specified in the
Indenture.



          (f)     Successors
and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders; provided, that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Transfer Restricted Securities in
violation of the terms hereof or of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Transfer Restricted Securities in
any manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer



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Restricted Securities such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement, including the restrictions on resale set forth in this Agreement
and, if applicable, the Purchase Agreement, and such Person shall be entitled
to receive the benefits hereof.



          (g)     Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.



          (h)     Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.



          (i)     Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT
LIMITATION, NEW YORK GENERAL OBLIGATIONS LAW § 5-1401.



          (j)     Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.



          (k)     Entire
Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect
of the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.



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          IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of the date first written above.




	 	 	 	 	 
	 	 	ORBITAL SCIENCES CORPORATION
	 	 	 	 	 
	 	 	
By: /s/  Michael R. Williams

	 	 	 	 	

	 	 	 	 	Name: Michael R. Williams
	 	 	 	 	Title: Senior Vice President and Treasurer



The foregoing Registration Rights

Agreement is hereby confirmed

and accepted as of the date

first above written.



BANC OF AMERICA SECURITIES LLC

JEFFERIES & COMPANY, INC.

JEFFERIES/QUARTERDECK, LLC


By: Banc of America Securities LLC



	 	 	 
	By: /s/  James G. Rose, Jr.
	 	 	


	 	 	
James G. Rose, Jr.
	 	 	
Managing Director




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