exv10w3



 


Exhibit 10.3

SECURITY AGREEMENT



          THIS SECURITY AGREEMENT (this “Security Agreement”) dated as of July 10,
2003 is by and among the parties identified as “Grantors” on the signature
pages hereto and such other parties as may become Grantors hereunder after the
date hereof (individually a “Grantor”, and collectively the
“Grantors”) and
BANK OF AMERICA, N.A., as administrative agent (in such capacity, the
“Administrative Agent”) for the holders of the Secured Obligations referenced
below.



W I T N E S S E T H



          WHEREAS, a $50 million credit facility has been established in favor of
Orbital Sciences Corporation, a Delaware corporation (the “Borrower”), pursuant
to the terms of that Credit Agreement (as amended, modified, supplemented and
extended from time to time, the “Credit Agreement”) dated as of the date hereof
among the Borrower, the Guarantors identified therein, the Lenders identified
therein and Bank of America, N.A., as Administrative Agent; and



          WHEREAS, this Security Agreement is required under the terms of the Credit
Agreement.



          NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



          1.     Definitions.



     (a)     Capitalized terms used and not otherwise defined herein shall have the
meanings provided in the Credit Agreement.


     (b)     The following terms shall have the meanings assigned thereto in the
Uniform Commercial Code in effect in the State of New York on the date hereof:
Accession, Account, As-Extracted Collateral, Chattel Paper, Commercial Tort
Claim, Commingled Goods, Consumer Goods, Deposit Account, Document, Equipment,
Farm Products, Fixtures, General Intangible, Goods, Instrument, Inventory,
Investment Property, Letter-of-Credit Right, Manufactured Home, Proceeds,
Software, timber to be cut, Supporting Obligation and Tangible Chattel Paper.


     (c)     As used herein, the following terms shall have the meanings set forth below:



		
	 	     “Collateral” has the meaning provided in Section 2 hereof.
	 
	 	     “Copyright License” means any written agreement of any Grantor, naming such Grantor as licensor, granting any right under
any Copyright including, without limitation, any thereof referred to
in Schedule 6.17 to the Credit Agreement.
	 
	 	     “Copyrights” means (a) all registered United States copyrights in all Works, now existing or hereafter created or acquired,
all registrations and recordings thereof, and all applications in connection therewith, including, without limitation,



 






 







		
	 	registrations, recordings and applications in the United States Copyright Office including, without limitation, any thereof
referred to in Schedule 6.17 to the Credit Agreement, and (b) all renewals thereof including, without limitation, any
thereof referred to in Schedule 6.17 to the Credit Agreement.
	 
	 	     “Patent License” means any agreement, whether written or oral, of any Grantor providing for the grant by or to such Grantor
of any right to manufacture, use or sell any invention covered by a Patent, including, without limitation, any thereof
referred to in Schedule 6.17 to the Credit Agreement.
	 
	 	     “Patents” means (a) all letters patent of the United States or any other country and all reissues and extensions thereof,
including, without limitation, any letters patent referred to in Schedule 6.17 to the Credit Agreement, and (b) all
applications for letters patent of the United States or any other country and all divisions, continuations and
continuations-in-part thereof, including, without limitation, any thereof referred to in Schedule 6.17 to the Credit
Agreement.
	 
	 	     “Secured Obligations” means, without duplication, (i) all of the
obligations of each Loan Party to the Lenders (including the L/C Issuer
and the Swing Line Lender) and the Administrative Agent under the Credit
Agreement and the other Loan Documents (including, but not limited to,
any interest accruing after the commencement of a proceeding by or
against any Loan Party under any Debtor Relief Laws, regardless of
whether such interest is an allowed claim under such proceeding), whether
now existing or hereafter arising, due or to become due, direct or
indirect, absolute or contingent, howsoever evidenced, created, held or
acquired, whether primary, secondary, direct, contingent, or joint and
several, as such obligations may be amended, modified, increased,
extended, renewed or replaced from time to time, (ii) all of the
obligations owing by any Loan Party under any Swap Contract between such
Loan Party and any Lender or Affiliate of a Lender, whether now existing
or hereafter arising and (iii) all costs and expenses incurred in
connection with enforcement and collection of the obligations described
in the foregoing clauses (i) and (ii), including reasonable attorneys’
fees and the allocated cost of internal counsel.
	 
	 	     “Trademark License” means any agreement, written or oral, of any
Grantor providing for the grant by or to such Grantor of any right to use
any Trademark, including, without limitation, any thereof referred to in
Schedule 6.17 to the Credit Agreement.
	 
	 	     “Trademarks” means (a) all trademarks, trade names, corporate names,
company names, business names, fictitious business names, trade styles,
service marks, logos and other source or business identifiers, and the
goodwill associated therewith, now existing or hereafter adopted or
acquired, all registrations and recordings thereof, and all applications
in connection therewith, whether in the United States Patent and
Trademark Office or in any similar office or agency of the United States,
any state thereof or any other country or any political subdivision
thereof, or otherwise, including, without limitation, any thereof
referred to in Schedule 6.17 to the Credit Agreement, and (b) all
renewals thereof.



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	 	     “UCC” means the Uniform Commercial Code.
	 
	 	     “Work” means any work that is subject to copyright protection
pursuant to Title 17 of the United States Code.



          2.     Grant of Security Interest in the Collateral. To secure the prompt
payment and performance in full when due, whether by lapse of time,
acceleration, mandatory prepayment or otherwise, of the Secured Obligations,
each Grantor hereby grants to the Administrative Agent, for the benefit of the
holders of the Secured Obligations, a continuing security interest in, and a
right to set off against, any and all right, title and interest of such Grantor
in and to all of the following, whether now owned or existing or owned,
acquired, or arising hereafter (collectively, the “Collateral”):




	 	 	 
	(a)	 	
all Accounts;
	 	 	 
	(b)	 	
all cash and currency;
	 	 	 
	(c)	 	
all Chattel Paper;
	 	 	 
	(d)	 	
those Commercial Tort Claims identified on Schedule 2(d) attached hereto;
	 	 	 
	(e)	 	
all Copyrights;
	 	 	 
	(f)	 	
all Copyright Licenses;
	 	 	 
	(g)	 	
all Deposit Accounts;
	 	 	 
	(h)	 	
all Documents;
	 	 	 
	(i)	 	
all Equipment;
	 	 	 
	(j)	 	
all Fixtures;
	 	 	 
	(k)	 	
all General Intangibles;
	 	 	 
	(l)	 	
all Instruments;
	 	 	 
	(m)	 	
all Inventory;
	 	 	 
	(n)	 	
all Investment Property;
	 	 	 
	(o)	 	
all Letter-of-Credit Rights;
	 	 	 
	(p)	 	
all Patents;
	 	 	 
	(q)	 	
all Patent Licenses;



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	(r)	 	
all Software;
	 	 	 
	(s)	 	
all Supporting Obligations;
	 	 	 
	(t)	 	
all Trademarks;
	 	 	 
	(u)	 	
all Trademark Licenses;
	 	 	 
	(v)	 	
all other personal property of such Grantor of whatever type or
description; and
	 	 	 
	(w)	 	
to the extent not otherwise included, all Accessions and all
Proceeds of any and all of the foregoing.




		
	 	     Notwithstanding anything to the contrary contained herein, the
security interests granted under this Security Agreement shall not extend
to the following (the “Excluded Property”): (i) any Property that is
subject to a Lien permitted under Section 8.01(i) or Section 8.01(b)
pursuant to documents that prohibit such Grantor from granting any other
Liens in such Property and (ii) any lease, license or other contract if
the grant of a security interest in such lease, license or contract in
the manner contemplated by this Security Agreement is prohibited by the
terms of such lease, license or contract or by law and would result in
the termination of, or any claim for damages or the availability of any
other remedial action under, such lease, license or contract, but only to
the extent that such prohibition is not rendered ineffective pursuant to the
UCC or any other applicable law (including Debtor Relief Laws) or
principles of equity.



          Each Grantor and the Administrative Agent, on behalf of the holders of the
Secured Obligations, hereby acknowledge and agree that the security interest
created hereby in the Collateral (i) constitutes continuing collateral security
for all of the Secured Obligations, whether now existing or hereafter arising
and (ii) is not to be construed as an assignment of any Copyrights, Copyright
Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.



          3.     Provisions Relating to Accounts.



          (a)     Anything herein to the contrary notwithstanding, each of the Grantors
shall remain liable under each of its Accounts to observe and perform all the
conditions and obligations to be observed and performed by it thereunder, all
in accordance with the terms of any agreement giving rise to each such Account.
Neither the Administrative Agent nor any holder of the Secured Obligations
shall have any obligation or liability under any Account (or any agreement
giving rise thereto) by reason of or arising out of this Security Agreement or
the receipt by the Administrative Agent or any holder of the Secured
Obligations of any payment relating to such Account pursuant hereto, nor shall
the Administrative Agent or any holder of the Secured Obligations be obligated
in any manner to perform any of the obligations of a Grantor under or pursuant
to any Account (or any agreement giving rise thereto), to make any payment, to
make any inquiry as to the nature or the sufficiency of any payment received



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by
it or as to the sufficiency of any performance by any party under any Account
(or any agreement giving rise thereto), to present or file any claim, to take
any action to enforce any performance or to collect the payment of any amounts
that may have been assigned to it or to which it may be entitled at any time or
times.


          (b)     At any time after the occurrence and during the continuation of an
Event of Default, following notification to the Grantors, the Administrative
Agent in its own name or in the name of others may communicate with account
debtors on the Accounts to verify with them to the Administrative Agent’s
satisfaction the existence, amount and terms of any Accounts.



     4.     Representations and Warranties. Each Grantor hereby represents and
warrants to the Administrative Agent, for the benefit of the holders of the
Secured Obligations that:



		
	 	     (a)     Ownership. Each Grantor is the legal and beneficial owner of
its Collateral and has the right to pledge, sell, assign or transfer the
same.
	 
	 	     (b)     Security Interest/Priority. This Security Agreement creates a
valid security interest in favor of the Administrative Agent, for the
benefit of the holders of the Secured Obligations, in the Collateral of
such Grantor and, when properly perfected by filing, shall constitute a
valid perfected security interest in such Collateral, to the extent such
security interest can be perfected by filing under the UCC, free and
clear of all Liens except for Permitted Liens.
	 
	 	     (c)     Types of Collateral. None of the Collateral consists of, or is
the Accessions or the Proceeds of, As-Extracted Collateral, Consumer
Goods, Farm Products, Manufactured Homes, or timber to be cut.
	 
	 	     (d)     Accounts. (i) Each Account of such Grantor and the papers and
documents relating thereto are genuine and in all material respects what
they purport to be, (ii) each Account of such Grantor arises out of (A) a
bona fide sale of goods sold and delivered by such Grantor (or is in the
process of being delivered) or (B) services theretofore actually rendered
by such Grantor to, the account debtor named therein and (iii) no surety bond was required or
given in connection with any Account of such Grantor or the contracts or
purchase orders out of which they arose.
	 
	 	     (e)     Inventory. No Inventory of such Grantor is held by any Person
other than such Grantor pursuant to consignment, sale or return, sale on
approval or similar arrangement.
	 
	 	     (f)     Copyrights, Patents and Trademarks.




		
	 	     (i)     Schedule 6.17 to the Credit Agreement includes all
Copyrights, Copyright Licenses, Patents, Patent Licenses,
Trademarks and Trademark Licenses registered or pending
registration with the United States Copyright Office or United
States Patent and Trademark Office and owned by any



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	 	     Grantor in its own name, or to which such Grantor has a right to use, as of the
date hereof.
	 
	 	     (ii)     To such Grantor’s knowledge, each material Copyright,
Patent and Trademark of such Grantor is valid, subsisting,
unexpired, enforceable and has not been abandoned.
	 
	 	     (iii)     Except as set forth in Schedule 6.17 to the Credit
Agreement, as of the date hereof, none of the material Copyrights,
Patents and Trademarks of such Grantor is the subject of any
licensing agreement or similar agreement.
	 
	 	     (iv)     To such Grantor’s knowledge, no holding, decision or
judgment has been rendered by any Governmental Authority that would
limit, cancel or question the validity of any material Copyright,
Patent or Trademark of such Grantor.
	 
	 	     (v)     No action or proceeding is pending seeking to limit,
cancel or question the validity of any material Copyright, Patent
or Trademark of such Grantor, or that, if adversely determined,
could reasonably be expected to have a material adverse effect on
the value of such Copyright, Patent or Trademark.
	 
	 	     (vi)     All applications pertaining to the material Copyrights,
Patents and Trademarks of such Grantor have been duly and properly
filed, and all registrations or letters of patent pertaining to
such Copyrights, Patents and Trademarks have been duly and properly
filed and issued.



          5.     Covenants. Each Grantor covenants that, so long as any of the Secured
Obligations remains outstanding and until all of the commitments relating
thereto have been terminated, such Grantor shall:




		
	 	     (a)     Other Liens. Defend the Collateral against the claims and
demands of all other parties claiming an interest therein other than
Permitted Liens.
	 
	 	     (b)     Instruments/Tangible Chattel Paper/Documents. If any amount
payable under or in connection with any of the Collateral shall be or
become evidenced by any Instrument or Tangible Chattel Paper, or if any
property constituting Collateral shall be stored or shipped subject to a
Document, (i) ensure that such Instrument, Tangible Chattel Paper or
Document is either in the possession of such Grantor at all times or, if
requested by the Administrative Agent, is immediately delivered to the
Administrative Agent, duly endorsed in a manner satisfactory to the
Administrative Agent and (ii) ensure that any Collateral consisting of
Tangible Chattel Paper is marked with a legend acceptable to the
Administrative Agent indicating the Administrative Agent’s security
interest in such Tangible Chattel Paper.
	 
	 	     (c)     Perfection of Security Interest. Execute and deliver to the
Administrative Agent such agreements, assignments or instruments
(including affidavits, notices, reaffirmations and amendments and
restatements of existing documents, as the Administrative Agent may
reasonably request) and do all such other



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	 	things as the Administrative
Agent may reasonably deem necessary, appropriate or convenient (i) to
assure to the Administrative Agent the effectiveness and priority of its
security interests hereunder, including (A) such instruments as the
Administrative Agent may from time to time reasonably request in order to
perfect and maintain the security interests granted hereunder in
accordance with the UCC, (B) with regard to Copyrights, a Notice of Grant
of Security Interest in Copyrights for filing with the United States
Copyright Office in the form of Schedule 5(f)(i) attached hereto, (C)
with regard to Patents, a Notice of Grant of Security Interest in Patents
for filing with the United States Patent and Trademark Office in the form
of Schedule 5(f)(ii) attached hereto and (D) with regard to Trademarks, a
Notice of Grant of Security Interest in Trademarks for filing with the
United States Patent and Trademark Office in the form of Schedule
5(f)(iii) attached hereto, (ii) to consummate the transactions
contemplated hereby and (iii) to otherwise protect and assure the
Administrative Agent of its rights and interests hereunder. To that end,
each Grantor authorizes the Administrative Agent to file one or more
financing statements (which may describe the collateral as “all assets”
or “all personal property”) disclosing the Administrative Agent’s
security interest in any or all of the Collateral of such Grantor without
such Grantor’s signature thereon, and further each Grantor also hereby
irrevocably makes, constitutes and appoints the Administrative Agent, its
nominee or any other Person whom the Administrative Agent may designate,
as such Grantor’s attorney-in-fact with full power and for the limited
purpose to sign in the name of such Grantor any such amendments and
supplements, notices or any similar documents that in the Administrative
Agent’s reasonable discretion would be necessary, appropriate or
convenient in order to perfect and maintain perfection of the security
interests granted hereunder, such power, being coupled with an interest,
being and remaining irrevocable so long as the Secured Obligations remain
unpaid and until the commitments relating thereto shall have been
terminated. Each Grantor hereby agrees that a carbon, photographic or
other reproduction of this Security Agreement or any such financing
statement is sufficient for filing as a financing statement by the
Administrative Agent without notice thereof to such Grantor wherever the
Administrative Agent may in its sole discretion desire to file the same.
In the event for any reason the law of any jurisdiction other than New
York becomes or is applicable to the Collateral of any Grantor or any
part thereof, or to any of the Secured Obligations, such Grantor agrees
to execute and deliver all such instruments and to do all such other
things as the Administrative Agent in its sole discretion reasonably
deems necessary, appropriate or convenient to preserve, protect and
enforce the security interests of the Administrative Agent under the law
of such other jurisdiction (and, if a Grantor shall fail to do so
promptly upon the request of the Administrative Agent, then the
Administrative Agent may execute any and all such requested documents on
behalf of such Grantor pursuant to the power of attorney granted
hereinabove). If any Collateral of a Grantor is in the possession or
control of such Grantor’s agents and the Administrative Agent so
requests, such Grantor agrees to notify such agents in writing of the
Administrative Agent’s security interest therein and, upon the
Administrative Agent’s request, instruct them to hold all such Collateral
for the ac
count of the holders of the Secured Obligations and subject to
the Administrative Agent’s instructions. Each Grantor agrees to mark its
books and records to reflect the security interest of the Administrative
Agent in the Collateral.



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	 	     (d)     Control. Execute and deliver all agreements, assignments,
instruments or other documents as the Administrative Agent shall
reasonably request for the purpose of obtaining and maintaining control
within the meaning of the UCC with respect to any Collateral consisting
of Investment Property, Letter-of-Credit Rights and Electronic Chattel
Paper.
	 
	 	     (e)     Collateral held by Warehouseman, Bailee, etc. If requested by
the Administrative Agent, if any material amount of Collateral is at any
time in the possession or control of a warehouseman, bailee, agent or
processor of such Grantor, (i) notify the Administrative Agent of such
possession or control, (ii) notify such Person of the Administrative
Agent’s security interest in such Collateral, (iii) instruct such Person
to hold all such Collateral for the Administrative Agent’s account and
subject to the Administrative Agent’s instructions and (iv) use its best
efforts to obtain an acknowledgment from such Person that it is holding
such Collateral for the benefit of the Administrative Agent.
	 
	 	     (f)     [Intentionally Reserved].
	 
	 	     (g)     Covenants Relating to Copyrights. (i) Not do any act or
knowingly omit to do any act whereby any material Copyright of such
Grantor may become invalidated or injected into the public domain; (ii)
notify the Administrative Agent promptly if it knows that any material
Copyright of such Grantor may become injected into the public domain or
of any adverse determination or development regarding such Grantor’s
ownership of any such Copyright or its validity; (C) take all necessary
steps as it shall deem appropriate under the circumstances, to maintain
and pursue each application (and to obtain the relevant registration) and
to maintain each registration of each material Copyright owned by such
Grantor including, without limitation, filing of applications for renewal
where necessary; and (D) promptly notify the Administrative Agent of any
material infringement of any material Copyright of such Grantor of which
it becomes aware and take such actions as it shall reasonably deem
appropriate under the circumstances to protect such Copyright, including,
where appropriate, the bringing of suit for infringement, seeking
injunctive relief and seeking to recover any and all damages for such
infringement.
	 
	 	     (h)     Covenants Relating to Patents and Trademarks.




		
	 	     (i)     With respect to each material Trademark of such Grantor,
(A) continue to use such Trademark on each and every trademark
class of goods applicable to its current line as reflected in its
current catalogs, brochures and price lists in order to maintain
such Trademark in full force free from any claim of abandonment for
non-use, unless such Grantor determines, in its reasonable business
judgment, that such Trademark is no longer necessary or appropriate
for use in its business, (B) maintain as in the past the quality of
products and services offered under such Trademark, (C) employ such
Trademark with the appropriate notice of registration, if
registered, (D) not adopt or use any mark that is confusingly
similar or a colorable imitation of such Trademark unless the
Administrative Agent, for the ratable benefit of the holders of the
Secured Obligations, shall obtain a perfected security interest in
such mark pursuant to



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	 	this Security Agreement, and (E) not (and not
permit any licensee or sublicensee thereof to) do any act or
knowingly omit to do any act whereby any such Trademark may become
invalidated.
	 
	 	     (ii)     Not do any act, or omit to do any act, whereby any
material Patent of such Grantor may become abandoned.
	 
	 	     (iii)     Notify the Administrative Agent promptly if it knows
that any application or registration relating to any of its
material Patents or Trademarks may become abandoned, or of any
adverse determination or development regarding such Grantor’s
ownership of any material Patent or Trademark or its right to
register the same or to keep and maintain the same.
	 
	 	     (iv)     Take all reasonable and necessary steps, including,
without limitation, in any proceeding before the United States
Patent and Trademark Office, or any similar office or agency in any
other country or any political subdivision thereof, to maintain and
pursue each application (and to obtain the relevant registration)
and to maintain each registration of its material Patents and
Trademarks, including, without limitation, filing of applications
for renewal, affidavits of use and affidavits of incontestability.
	 
	 	     (v)     Promptly notify the Administrative Agent after it learns
that any material Patent or Trademark included in the Collateral is
infringed, misappropriated or diluted by a third party and take
such actions as it shall reasonably deem appropriate under the
circumstances to protect such Patent or Trademark.




		
	 	     (i)     Commercial Tort Claims.




		
	 	     (i)     Promptly notify the Administrative Agent in writing of the
initiation of any Commercial Tort Claim before any Governmental
Authority by or in favor of such Grantor or any of its
Subsidiaries.
	 
	 	     (ii)     Execute and deliver such statements, documents and
notices and do and cause to be done all such things as the
Administrative Agent may reasonably deem necessary, appropriate or
convenient, or as are required by law, to create, perfect and
maintain the Administrative Agent’s security interest in any such
Commercial Tort Claim.



        
    6.     Advances by Holders of the Secured Obligations. On failure of any
Grantor to perform any of the covenants and agreements contained herein, the
Administrative Agent may, at its sole option and in its sole discretion,
perform the same and in so doing may expend such sums as the Administrative
Agent may reasonably deem advisable in the performance thereof, including,
without limitation, the payment of any insurance premiums, the payment of any
taxes, a payment to obtain a release of a Lien or potential Lien, expenditures
made in defending against any adverse claim and all other expenditures that the
Administrative Agent may make for the protection of the security hereof or that
may be compelled to make by operation of law. All such sums and amounts so
expended shall be



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repayable by the Grantors on a joint and several basis
(subject to Section 23 hereof) promptly upon timely notice thereof and demand
therefor, shall constitute additional Secured Obligations and shall bear
interest from the date said amounts are expended at the Default Rate specified
in Section 2.08 of the Credit Agreement for Base Rate Loans. No such
performance of any covenant or agreement by the Administrative Agent on behalf
of any Grantor, and no such advance or expenditure therefor, shall relieve the
Grantors of any default under the terms of this Security Agreement, the other
Loan Documents or any other documents relating to the Secured Obligations. The
Administrative Agent may make any payment hereby authorized in accordance with
any bill, statement or estimate procured from the appropriate public office or
holder of the claim to be discharged without inquiry into the accuracy of such
bill, statement or estimate or into the validity of any tax assessment, sale,
forfeiture, tax lien, title or claim except to the extent such payment is being
contested in good faith by a Grantor in appropriate proceedings and against
which adequate reserves are being maintained in accordance with GAAP.



          7.     Remedies.



          (a)     General Remedies. Upon the occurrence of an Event of Default and
during the continuation thereof, the Administrative Agent and the holders of
the Secured Obligations shall have, in addition to the rights and remedies
provided herein, in the Loan Documents, in any other documents relating to the
Secured Obligations, or by law (including, without limitation, levy of
attachment and garnishment), the rights and remedies of a secured party under
the UCC of the jurisdiction applicable to the affected Collateral. In addition
to all other sums due the Administrative Agent and the holders of the Secured
Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative
Agent and each of the holders of the Secured Obligations all reasonable
documented costs and expenses incurred by the Administrative Agent or any such
holder of the Secured Obligations, including, but not limited to, reasonable
attorneys’ fees, the allocated cost of internal counsel and court costs, in
obtaining or liquidating the Collateral, in enforcing payment of the Secured
Obligations, or in the prosecution or defense of any action or proceeding by or
against the Administrative Agent or the holders of the Secured Obligations or
the Grantors concerning any matter arising out of or connected with this
Security Agreement, any Collateral or the Secured Obligations, including,
without limitation, any of the foregoing arising in, arising under or related
to a case under the Bankruptcy Code. The Administrative Agent and the holders
of the Secured Obligations shall not be obligated to make any sale or other
disposition of the Collateral regardless of notice having been given. To the
extent permitted by law, any holder of the Secured Obligations may be a
purchaser at any such sale. To the extent permitted by applicable law, each of
the Grantors hereby waives all of its rights of redemption with respect to any
such sale. Subject to the provisions of applicable law, the Administrative
Agent and the holders of the Secured Obligations may postpone or cause the
postponement of the sale of all or any portion of the Collateral by
announcement at the time and place of such sale, and such sale may, without
further notice, to the extent permitted by law, be made at the time and place
to which the sale was postponed, or the Administrative Agent and the holders of
the Secured Obligations may further postpone such sale by announcement made at
such time and place.



          (b)     Remedies relating to Accounts. Upon the occurrence of an Event of
Default and during the continuation thereof, whether or not the Administrative
Agent has



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exercised any or all of its rights and remedies hereunder, (i) each
Grantor will promptly upon request of the Administrative Agent instruct all
account debtors to remit all payments in respect of Accounts to a mailing
location selected by the Administrative Agent and (ii) the Administrative Agent
shall have the right to enforce any Grantor’s rights against its customers and
account debtors, and the Administrative Agent or its designee may notify any
Grantor’s customers and account debtors that the Accounts of such Grantor have
been assigned to the Administrative Agent or of the Administrative Agent’s
security interest therein, and may (either in its own name or in the name of a
Grantor or both) demand, collect (including without limitation by way of a
lockbox arrangement), receive, take receipt for, sell, sue for, compound,
settle, compromise and give acquittance for any and all amounts due or to
become due on any Account, and, in the Administrative Agent’s discretion, file
any claim or take any other action or proceeding to protect and realize upon
the security interest of the holders of the Secured Obligations in the
Accounts. Each Grantor acknowledges and agrees that the Proceeds of its
Accounts remitted to or on behalf of the Administrative Agent in accordance
with the provisions hereof shall be solely for the Administrative Agent’s own
convenience and that such Grantor shall not have any right, title or interest
in such Accounts or in any such other amounts except as expressly provided
herein. The Administrative Agent and the holders of the Secured Obligations
shall have no liability or responsibility to any Grantor for acceptance of a
check, draft or other order for payment of money bearing the legend “payment in
full” or words of similar import or any other restrictive legend or endorsement
or be responsible for determining the correctness of any remittance. Each
Grantor hereby agrees to indemnify the Administrative Agent and the holders of
the Secured Obligations from and against all liabilities, damages, losses,
actions, claims, judgments, costs, expenses, charges and reasonable attorneys’
fees (including the allocated cost of internal counsel) suffered or incurred by
the Administrative Agent or the holders of the Secured Obligations (each, an
“Indemnified Party”) because of the maintenance of the foregoing arrangements
except as relating to or arising out of the gross negligence or willful
misconduct of an Indemnified Party or its officers, employees or agents. In
the case of any investigation, litigation or other proceeding, the foregoing
indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by a Grantor, its directors, shareholders or creditors or
an Indemnified Party or any other Person or any other Indemnified Party is
otherwise a party thereto.



          (c)     Access. In addition to the rights and remedies hereunder, upon the
occurrence of an Event of Default and during the continuation thereof, the
Administrative Agent shall have the right to enter and
remain upon the various premises owned by any Grantor without cost or charge to
the Administrative Agent, and use the same, together with materials, supplies,
books and records of the Grantors for the purpose of collecting and liquidating
the Collateral, or for preparing for sale and conducting the sale of the
Collateral, whether by foreclosure, auction or otherwise. In addition, the
Administrative Agent may remove Collateral, or any part thereof, from such
premises and/or any records with respect thereto, in order to effectively
collect or liquidate such Collateral.



          (d)     Nonexclusive Nature of Remedies. Failure by the Administrative Agent
or the holders of the Secured Obligations to exercise any right, remedy or
option under this Security Agreement, any other Loan Document, any other
documents relating to the Secured Obligations, or as provided by law, or any
delay by the Administrative Agent or the holders of the Secured Obligations in
exercising the same, shall not operate as a waiver of any such



11






 





right, remedy or
option. No waiver hereunder shall be effective unless it is in writing, signed
by the party against whom such waiver is sought to be enforced and then only to
the extent specifically stated, which in the case of the Administrative Agent
or the holders of the Secured Obligations shall only be granted as provided
herein. To the extent permitted by law, neither the Administrative Agent, the
holders of the Secured Obligations, nor any party acting as attorney for the
Administrative Agent or the holders of the Secured Obligations, shall be liable
hereunder for any acts or omissions or for any error of judgment or mistake of
fact or law other than their gross negligence or willful misconduct hereunder.
The rights and remedies of the Administrative Agents and the holders of the
Secured Obligations under this Security Agreement shall be cumulative and not
exclusive of any other right or remedy that the Administrative Agent or the
holders of the Secured Obligations may have.



          (e)     Deficiency. In the event that the proceeds of any sale, collection or
realization are insufficient to pay all amounts to which the Administrative
Agent or the holders of the Secured Obligations are legally entitled, the
Grantors shall be jointly and severally liable for the deficiency (subject to
Section 23 hereof), together with interest thereon at the Default Rate
specified in Section 2.08 of the Credit Agreement for Base Rate Loans, together
with the costs of collection and reasonable attorneys’ fees (including the
allocated cost of internal counsel). Any surplus remaining after the full
payment and satisfaction of the Secured Obligations shall be returned to the
Grantors or to whomsoever a court of competent jurisdiction shall determine to
be entitled thereto.



          8.     Rights of the Administrative Agent.



          (a)     Power of Attorney. In addition to other powers of attorney contained
herein, each Grantor hereby designates and appoints the Administrative Agent,
on behalf of the holders of the Secured Obligations, and each of its designees
or agents, as attorney-in-fact of such Grantor, irrevocably and with power of
substitution, with authority to take any or all of the following actions upon
the occurrence and during the continuation of an Event of Default:




		
	 	     (i)     to demand, collect, settle, compromise and adjust, and
give discharges and releases concerning the Collateral, all as the
Administrative Agent may reasonably deem appropriate;
	 
	 	     (ii)     to commence and prosecute any actions at any court for
the purposes of collecting any of the Collateral from any third
party and enforcing any other right in respect thereof;
	 
	 	     (iii)     to defend, settle or compromise any action brought by
any third party and, in connection therewith, give such discharge
or release as the Administrative Agent may reasonably deem
appropriate;
	 
	 	     (iv)     to receive, open and dispose of mail addressed to a
Grantor and endorse checks, notes, drafts, acceptances, money
orders, bills of lading, warehouse receipts or other instruments
or documents evidencing payment, shipment or storage of the goods
giving rise to the Collateral on behalf of and in the name of such
Grantor, or securing, or relating to such Collateral;



12






 







		
	 	     (v)     to pay or discharge taxes, liens, security interests or
other encumbrances levied or placed on or threatened against the
Collateral;
	 
	 	     (vi)     to direct any parties liable for any payment in
connection with any of the Collateral to make payment of any and
all monies due and to become due thereunder directly to the
Administrative Agent or as the Administrative Agent shall direct;
	 
	 	     (vii)     to receive payment of and receipt for any and all
monies, claims, and other amounts due and to become due at any
time in respect of or arising out of any Collateral;
	 
	 	     (viii)     to adjust and settle claims under any insurance policy
relating thereto;
	 
	 	     (ix)     to execute and deliver all assignments, conveyances,
statements, financing statements, renewal financing statements,
security and pledge agreements, affidavits, notices and other
agreements, instruments and documents that the Administrative
Agent may reasonably deem appropriate in order to perfect and
maintain the security interests and liens granted in this Security
Agreement and in order to fully consummate all of the transactions
contemplated therein;
	 
	 	     (x)     to institute any foreclosure proceedings that the
Administrative Agent may reasonably deem appropriate; and
	 
	 	     (xi)     to do and perform all such other acts and things as the
Administrative Agent may reasonably deem appropriate or convenient
in connection with the Collateral.



          This power of attorney is a power coupled with an interest and shall be
irrevocable for so long as any of the Secured Obligations shall remain
outstanding and until all of the commitments relating thereto shall have been
terminated. The Administrative Agent shall be under no duty to exercise or
withhold the exercise of any of the rights, powers, privileges and options
expressly or implicitly granted to the Administrative Agent in this Security
Agreement, and shall not be liable for any failure to do so or any delay in
doing so. The Administrative Agent shall not be liable for any act or omission
or for any error of judgment or any mistake of fact or law in its individual
capacity or its capacity as attorney-in-fact except acts or omissions resulting
from its gross negligence or willful misconduct. This power of attorney is
conferred on the Administrative Agent solely to protect, preserve and realize
upon its security interest in the Collateral.



          (b)     The Administrative Agent’s Duty of Care. Other than the exercise of
reasonable care to assure the safe custody of the Collateral while being held
by the Administrative Agent hereunder, the Administrative Agent shall have no
duty or liability to preserve rights pertaining thereto, it being understood
and agreed that the Grantors shall be responsible for preservation of all
rights in the Collateral, and the Administrative Agent shall



13






 





be relieved of all
responsibility for the Collateral upon surrendering it or tendering the
surrender of it to the Grantors. The Administrative Agent shall be deemed to
have exercised reasonable care in the custody and preservation of the
Collateral in its possession if such Collateral is accorded treatment
substantially equal to that which the Administrative Agent accords its own
property, which shall be no less than the treatment employed by a reasonable
and prudent agent in the industry, it being understood that the Administrative
Agent shall not have responsibility for taking any necessary steps to preserve
rights against any parties with respect to any of the Collateral. In the event of a public or
private sale of Collateral pursuant to Section 7 hereof, the Administrative
Agent shall have no obligation to clean, repair or otherwise prepare the
Collateral for sale.



          9.     Rights of Required Lenders. All rights of the Administrative Agent
hereunder, if not exercised by the Administrative Agent, may be exercised by
the Required Lenders.



          10.     Application of Proceeds. Upon the occurrence and during the
continuation of an Event of Default, any payments in respect of the Secured
Obligations and any proceeds of the Collateral, when received by the
Administrative Agent or any of the holders of the Secured Obligations in cash
or its equivalent, will be applied in reduction of the Secured Obligations in
the order set forth in Section 9.03 of the Credit Agreement, and each Grantor
irrevocably waives the right to direct the application of such payments and
proceeds and acknowledges and agrees that the Administrative Agent shall have
the continuing and exclusive right to apply and reapply any and all such
payments and proceeds in the Administrative Agent’s sole discretion,
notwithstanding any entry to the contrary upon any of its books and records.



          11.     Continuing Agreement.



          (a)     This Security Agreement shall be a continuing agreement in every
respect and shall remain in full force and effect so long as any of the Secured
Obligations remains outstanding and until all of the commitments relating
thereto have been terminated (other than any contingent indemnification
obligations under the Loan Documents that are not yet due and payable). Upon
such payment and termination, this Security Agreement and the liens and
security interests of the Administrative Agent hereunder shall be automatically
terminated and the Administrative Agent shall, upon the request and at the
expense of the Grantors, authorize, execute and deliver all UCC termination
statements and/or other documents reasonably requested by the Grantors
evidencing such termination. Notwithstanding the foregoing, all releases and
indemnities provided hereunder shall survive termination of this Security
Agreement.



          (b)     This Security Agreement shall continue to be effective or be
automatically reinstated, as the case may be, if at any time payment, in whole
or in part, of any of the Secured Obligations is rescinded or must otherwise be
restored or returned by the Administrative Agent or any holder of the Secured
Obligations as a preference, fraudulent conveyance or otherwise under any
bankruptcy, insolvency or similar law, all as though such payment had not been
made; provided that in the event payment of all or any part of the Secured
Obligations is rescinded or must be restored or returned, all reasonable costs
and expenses (including, without limitation, attorneys’ fees, the allocated
cost of internal counsel



14






 





and disbursements) incurred by the Administrative
Agent or any holder of the Secured Obligations in defending and enforcing such
reinstatement shall be deemed to be included as a part of the Secured
Obligations.



          12.     Amendments and Waivers. This Security Agreement and the provisions
hereof may not be amended, waived, modified, changed, discharged or terminated
except as set forth in Section 11.01 of the Credit Agreement.



          13.     Successors in Interest. This Security Agreement shall create a
continuing security interest in the Collateral and shall be binding upon each
Grantor, its successors and assigns, and shall inure, together with the rights
and remedies of the Administrative Agent and the holders of the Secured
Obligations hereunder, to the benefit of the Administrative Agent and the
holders of the Secured Obligations and their successors and permitted assigns;
provided, however, that none of the Grantors may assign its rights or delegate
its duties hereunder without the prior written consent of the requisite Lenders
under the Credit Agreement. To the fullest extent permitted by law, each
Grantor hereby releases the Administrative Agent and each holder of the Secured
Obligations, their respective successors and assigns and their respective
officers, attorneys, employees and agents, from any liability for any act or
omission or any error of judgment or mistake of fact or of law relating to this Security Agreement or the
Collateral, except for any liability arising from the gross negligence or
willful misconduct of the Administrative Agent or such holder, or their
respective officers, attorneys, employees or agents.



          14.     Notices. All notices required or permitted to be given under this
Security Agreement shall be given as provided in Section 11.02 of the Credit
Agreement.



          15.     Counterparts. This Security Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. It
shall not be necessary in making proof of this Security Agreement to produce or
account for more than one such counterpart.



          16.     Headings. The headings of the sections and subsections hereof are
provided for convenience only and shall not in any way affect the meaning or
construction of any provision of this Security Agreement.



          17.     Governing Law; Submission to Jurisdiction; Venue.



     (a)     THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE
ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.


     (b)     ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS SECURITY AGREEMENT
OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW
YORK SITTING IN NEW YORK, NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS SECURITY
AGREEMENT, THE


15






 


BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF
THOSE COURTS. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
IN RESPECT OF THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH
LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS,
WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.


          18.     Waiver of Right to Trial by Jury.



          EACH PARTY TO THIS SECURITY AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER
THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO
THIS SECURITY AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.



          19.     Severability. If any provision of this Security Agreement is
determined to be illegal, invalid or unenforceable, such provision shall be
fully severable and the remaining provisions shall remain in full force and
effect and shall be construed without giving effect to the illegal, invalid or
unenforceable provisions.



          20.     Entirety. This Security Agreement, the other Loan Documents and the
other documents relating to the Secured Obligations represent the entire
agreement of the parties hereto and thereto, and supersede all prior agreements
and understandings, oral or written, if any, including any commitment letters
or correspondence relating to the Loan Documents, any other documents relating
to the Secured Obligations, or the transactions contemplated herein and
therein.



          21.     Survival. All representations and warranties of the Grantors
hereunder shall survive the execution and delivery of this Security Agreement,
the other Loan Documents and the other documents relating to the Secured
Obligations, the delivery of the Notes and the extension of credit thereunder
or in connection therewith.



16






 





          22.     Other Security. To the extent that any of the Secured Obligations are
now or hereafter secured by property other than the Collateral (including,
without limitation, real property and securities owned by a Grantor), or by a
guarantee, endorsement or property of any other Person, then the Administrative
Agent shall have the right to proceed against such other property, guarantee or
endorsement upon the occurrence and during the continuation of any Event of
Default, and the Administrative Agent shall have the right, in its sole
discretion, to determine which rights, security, liens, security interests or
remedies the Administrative Agent shall at any time pursue, relinquish,
subordinate, modify or take with respect thereto, without in any way modifying
or affecting any of them or the Secured Obligations or any of the rights of the
Administrative Agent or the holders of the Secured Obligations under this
Security Agreement, under any of the other Loan Documents or under any other
document relating to the Secured Obligations.



          23.     Joint and Several Obligations of Grantors.



          (a)     Subject to subsection (c) of this Section 23, each of the Grantors is
accepting joint and several liability hereunder in consideration of the
financial accommodation to be provided by the holders of the Secured
Obligations, for the mutual benefit, directly and indirectly, of each of the
Grantors and in consideration of the undertakings of each of the Grantors to
accept joint and several liability for the obligations of each of them.



          (b)     Subject to subsection (c) of this Section 23, each of the Grantors
jointly and severally hereby irrevocably and unconditionally accepts, not
merely as a surety but also as a co-debtor, joint and several liability with
the other Grantors with respect to the payment and performance of all of the
Secured Obligations arising under this Security Agreement, the other Loan
Documents and any other documents relating to the Secured Obligations, it being
the intention of the parties hereto that all the Secured Obligations shall be
the joint and several obligations of each of the Grantors without preferences
or distinction among them.



          (c)     Notwithstanding any provision to the contrary contained herein, in any
other of the Loan Documents or in any other documents relating to the Secured
Obligations, the obligations of each Guarantor under the Credit Agreement and
the other Loan Documents shall be limited to an aggregate amount equal to
the largest amount that would not render such obligations subject to avoidance
under Section 548 of the Bankruptcy Code or any comparable provisions of any
applicable state law.



[Signature Pages Follow]




17






 





          Each of the parties hereto has caused a counterpart of this Security
Agreement to be duly executed and delivered as of the date first above written.




	 	 	 	 	 
	GRANTORS:	 	
ORBITAL SCIENCES CORPORATION,
	 	 	
a Delaware corporation
	 
	 	 	
By: 	 	/s/ Michael R. Williams
	 	 	 	 	


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



Accepted and agreed to as of the date first above written.


Bank of America, N.A., as Administrative Agent



	 	 	 
	By: 	 	/s/ Michael Brashler
	 	 	

	Name: Michael Brashler
	Title: Vice President



 






 



SCHEDULE 2(d)



COMMERCIAL TORT CLAIMS



None.


 






 


SCHEDULE 5(f)(i)



NOTICE



OF



GRANT OF SECURITY INTEREST



IN



COPYRIGHTS



United States Copyright Office



Ladies and Gentlemen:


     Please be advised that pursuant to the Security Agreement dated as of July
10, 2003 (as the same may be amended, modified, extended or restated from time
to time, the “Security Agreement”) by and among the Grantors party thereto
(each an “Grantor” and collectively, the
“Grantors”) and Bank of America, N.A.,
as Administrative Agent (the “Administrative Agent”) for the holders of the
Secured Obligations referenced therein, the undersigned Grantor has granted a
continuing security interest in and continuing lien upon, the copyrights and
copyright applications shown on Schedule 1 attached hereto to the
Administrative Agent for the ratable benefit of the holders of the Secured
Obligations.


          The undersigned Grantor and the Administrative Agent, on behalf of the
holders of the Secured Obligations, hereby acknowledge and agree that the
security interest in the copyrights and copyright applications set forth on
Schedule 1 attached hereto (i) may only be terminated in accordance with the
terms of the Security Agreement and (ii) is not to be construed as an
assignment of any copyright or copyright application.




	 	 
	Very truly yours,
	

	[Grantor]
	 
	By:	 
	 	

	Name:
	Title:



Acknowledged and Accepted:


BANK OF AMERICA, N.A., as Administrative Agent



	 	 	 
	By:	 	 
	 	
	 
	Name:	 	 
	Title:	 	 



 






 



SCHEDULE 5(f)(ii)



NOTICE



OF



GRANT OF SECURITY INTEREST



IN



PATENTS



United States Patent and Trademark Office



Ladies and Gentlemen:


          Please be advised that pursuant to the Security Agreement dated as of July
10, 2003 (the “Security Agreement”) by and among the Grantors party thereto
(each an “Grantor” and collectively, the
“Grantors”) and Bank of America, N.A.,
as Administrative Agent (the “Administrative Agent”) for the holders of the
Secured Obligations referenced therein, the undersigned Grantor has granted a
continuing security interest in and continuing lien upon, the patents and
patent applications set forth on Schedule 1 attached hereto to the
Administrative Agent for the ratable benefit of the holders of the Secured
Obligations.



          The undersigned Grantor and the Administrative Agent, on behalf of the
holders of the Secured Obligations, hereby acknowledge and agree that the
security interest in the patents and patent applications set forth on
Schedule 1 attached hereto (i) may only be terminated in accordance with the terms of
the Security Agreement and (ii) is not to be construed as an assignment of any
patent or patent application.



	 	 
	Very truly yours,
	

	[Grantor]
	 	 
	By:	 
	 	

	Name:
	Title:




Acknowledged and Accepted:


BANK OF AMERICA, N.A., as Administrative Agent



	 	 	 
	By:	 	 
	 	
	 
	Name:	 	 
	Title:	 	 



 






 



SCHEDULE 5(f)(iii)



NOTICE



OF



GRANT OF SECURITY INTEREST



IN



TRADEMARKS



United States Patent and Trademark Office



Ladies and Gentlemen:


     Please be advised that pursuant to the Security Agreement dated as of July
10, 2003 (the “Security Agreement”) by and among the Grantors party thereto
(each an “Grantor” and collectively, the
“Grantors”) and Bank of America, N.A.,
as Administrative Agent (the “Administrative Agent”) for the holders of the
Secured Obligations referenced therein, the undersigned Grantor has granted a
continuing security interest in and continuing lien upon, the trademarks and
trademark applications set forth on Schedule 1 attached hereto to the
Administrative Agent for the ratable benefit of the holders of the Secured
Obligations.


          The undersigned Grantor and the Administrative Agent, on behalf of the
holders of the Secured Obligations, hereby acknowledge and agree that the
security interest in the trademarks and trademark applications set forth on
Schedule 1 attached hereto (i) may only be terminated in accordance with the
terms of the Security Agreement and (ii) is not to be construed as an
assignment of any trademark or trademark application.



	 	 
	Very truly yours,
	

	[Grantor]
	 
	By:	 
	 	

	Name:
	Title:




Acknowledged and Accepted:


BANK OF AMERICA, N.A., as Administrative Agent



	 	 	 
	By:	 	 
	 	
	 
	Name:	 	 
	Title: