ORBITAL SCIENCES CORP /DE/
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>7
<FILENAME>w63488exv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>


                                                                    EXHIBIT 10.1






                   12% SECOND PRIORITY SECURED NOTES DUE 2006

                         REGISTRATION RIGHTS AGREEMENT

                          DATED AS OF AUGUST 22, 2002

                                  BY AND AMONG

                         ORBITAL SCIENCES CORPORATION,
                 ORBITAL INTERNATIONAL, INC., AS THE GUARANTOR

                                      AND

                           JEFFERIES/QUARTERDECK, LLC
                           JEFFERIES & COMPANY, INC.






<PAGE>


                          REGISTRATION RIGHTS AGREEMENT


               This Registration Rights Agreement is made and entered into as of
August 22, 2002, by and between Orbital Sciences Corporation, a Delaware
corporation (the "Company") and Orbital International, Inc., a Virginia
corporation (the "Guarantor"), on the one hand, and Jefferies/Quarterdeck, LLC
and Jefferies & Company, Inc. (such entities collectively, the "Initial
Purchaser"), on the other hand.

               This Agreement is made pursuant to the Purchase Agreement, dated
August 9, 2002 by and between the Company, the Guarantor and the Initial
Purchaser (the "Purchase Agreement"). In order to induce the Initial Purchaser
to enter into the Purchase Agreement, the Company and the Guarantor have agreed
to provide the registration rights provided for in this Agreement to the Initial
Purchaser and its 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.


<PAGE>


               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 12% Second Priority Secured Notes due
2006, Series B, of the Company, including the Guarantees endorsed thereon,
identical in all respects to the Notes, except for references to series and
restrictive legends.

               Exempt Resales: The transactions in which the Initial Purchaser
proposes 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.

               Guarantees: The full and unconditional guarantee, on a senior
secured basis by the Guarantor, as to payment of principal, interest, premium,
if any, and Liquidated Damages, if any, with respect to the Notes.

               Holder: Each registered holder of any Transfer Restricted
Securities.

               Indenture: The Indenture, dated the date hereof, between the
Company, the Guarantor and the Trustee thereunder, pursuant to which the Notes
and the Guarantees 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 12% Second Priority Secured Notes due 2006, Series A,
of the Company, including the Guarantees endorsed thereon, 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.


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               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.

               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.


                                        3
<PAGE>


               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.

               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, N.A., 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 and the Guarantor 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 Registra-


                                        4
<PAGE>


tion 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 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 and
the Guarantor 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 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 and the Guarantor 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


                                        5
<PAGE>


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 and the Guarantor 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 and the Guarantor shall use
their respective 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 and the Guarantor (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 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


                                        6
<PAGE>


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 and the Guarantor 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 and the Guarantor intend 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 and the Guarantor 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 and the Guarantor a fully completed Questionnaire and shall agree to
amend and submit to the Company and the Guarantor a revised Questionnaire any
time the information contained therein ceases to be accurate and complete. The
Company and the Guarantor agree 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 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


                                        7
<PAGE>


date on which the Company and the Guarantor file with the SEC their 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 and
the Guarantor will use their 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
Registra tion the Transfer Restricted Securities held by, and/or name as a
selling securityholder in the Prospectus, any Eligible Holder within five
Business Days 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 and
not reasonably objected to by the Company). The Company and the Guarantor shall
use their 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 "Effec tiveness Period").

               (b)     The Company and the Guarantor 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 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 subsidiar-


                                        8
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ies 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 consumma tion, 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, the Guarantor and the Initial Purchaser
agree that the Holders of Transfer Restricted Securities will suffer damages if
the Company and the Guarantor fail to fulfill their 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
or the Guarantor to fulfill such obligations, the Company and the Guarantor
hereby agree 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 and the Guarantor fail 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


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<PAGE>


during the Effectiveness Period for a period of time which shall exceed 90
consecutive days or 120 days in the aggregate during any 365-day period (any of
the foregoing, a "Registration Default"), then the Company and the Guarantor
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 and the Guarantor 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 and the Guarantor 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 and the Guarantor 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.


                                       10
<PAGE>


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 and the
Guarantor pay Liquidated Damages in excess of the applicable maximum amount set
forth above, regardless of whether one or multiple Registration Defaults exist.

5.      Registration Procedures

               In connection with the Company's and the Guarantor's registration
obligations hereunder, the Company and the Guarantor shall use their 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 offer ings, if requested by Eligible
Holders of not less than $30 million in aggregate principal amount of Transfer
Restricted Securities and not reasonably objected to by the Company) specified
by the Eligible Holders of a majority in aggregate principal amount of Transfer
Restricted Securi ties, and pursuant thereto the Company and the Guarantor shall
use their reasonable best efforts to:

               (a)     No fewer than five Business Days prior to the initial
filing of a Registra tion 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 and the Guarantor, counsel to the Company
and the Guarantor and independent certified public accountants to the Company
and the Guarantor 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 and the Guarantor shall not file
any such Registra tion 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


                                       11
<PAGE>


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 and the Guarantor 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 and the Guarantor, 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 and the Guarantor shall not be permitted to include in
the Registration Statement any securities other than the Transfer Restricted
Securities;

               (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 or the Guarantor of any
notifica tion 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


                                       12
<PAGE>


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 not reasonably objected to by the Company,
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-effective amendment such
information as the Company, the Guarantor, 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 or the Guarantor have received notification of
the matters to be incorporated in such prospectus supplement or post-effective
amendment; provided, however, that the Company and the Guarantor shall not be
required to take any action pursuant to this Section 5(e) that would, in the
opinion of counsel for the Company and the Guarantor, 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 and the Guarantor 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;


                                       13
<PAGE>


               (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 and the Guarantor 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 and the
Guarantor 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 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 and the Guarantor 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 and the
Guarantor 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 and the
Guarantor to any tax in any such jurisdiction where it is not then so subject or
to require the Company and the Guarantor to qualify to do business in any
jurisdiction where it is not then so qualified;


                                       14
<PAGE>


               (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 and not reasonably objected to by the Company, 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 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 the Guarantor 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 the Guarantor (and, if
necessary, any other independent certified public accountants of any subsidiary
of the Company or of any business acquired by the Company or the Guarantor 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


                                       15
<PAGE>


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
represen tative 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 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


                                       16
<PAGE>


the effective date of a Registration Statement, which statement shall cover said
period, consistent with the requirements of Rule 158.

               The Company and the Guarantor may require each Eligible Holder of
Transfer Restricted Securities as to which any registration is being effected to
furnish to the Company and the Guarantor 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 and the
Guarantor 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 and the
Guarantor. 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 or the Guarantor, to notify the Company and the Guarantor
as promptly as practicable of any inaccuracy or change in information previously
furnished by such Eligible Holder to the Company and the Guarantor 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 and the Guarantor 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 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.


                                       17
<PAGE>


               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 and the Guarantor 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, the Guarantor 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 incident to such
performance), (vi) Securities Act liability insurance, if the Company and the
Guarantor desire such insurance, and (vii) fees and expenses of all other
persons retained by the Company and the Guarantor. In addition, the Company and
the Guarantor shall pay their 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,


                                       18
<PAGE>


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 and the
Guarantor 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 and the Guarantor agree 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 and the Guarantor 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 and the Guarantor 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 a material fact contained in a preliminary Prospectus was


                                       19
<PAGE>


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 or the Guarantor had previously furnished sufficient copies thereof to
such Holder in a timely basis.

               The Company and the Guarantor agree to notify the Holders
promptly of the institution, threat or assertion of any claim, proceeding
(including any governmental investiga tion) or litigation in connection with the
matters addressed by this Agreement which involves the Company, the Guarantor or
any person indemnified hereunder. This indemnity agreement will be in addition
to any liability which the Company and the Guarantor 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, the
Guarantor and each of either company's 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 or the Guarantor to the same extent as the
foregoing indemnity from the Company and the Guarantor set forth in section (a)
above, but only with reference to information relating to such Holder furnished
in writing to the Company and the Guarantor 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


                                       20

<PAGE>



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
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 and the
Guarantor, 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 and
the Guarantor, on the


                                       21
<PAGE>


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 and the Guarantor, 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
and the Guarantor, on the one hand, and of the Holders, on the other hand, shall
be determined by 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 and the
Guarantor, 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, the Guarantor 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.


                                       22
<PAGE>


8.      Rules 144 and 144A

               The Company and the Guarantor 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.

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, 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 have
five Business Days from the date of such notice to inform such Eligible Holders
of whether or not the Company reasonably objects to such underwritten offering,
it being understood that in no instance shall the Company be deemed to be acting
unreasonably in objecting to any proposed underwritten offering if the aggregate
market value of such aggregate principal amount of Notes proposed to be offered
is less than $30 million as determined by the average price of the Notes over
the 10 days prior to the date of the Underwriting Request. 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 Registra tion 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


                                       23
<PAGE>


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

10.     Miscellaneous

               (a)     Remedies. The Company and the Guarantor acknowledge and
agree that any failure by the Company and the Guarantor to comply with its
obligations under this Agree ment may result in material irreparable injury to
the Initial Purchaser 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 Purchaser or any Holder
may obtain such relief as may be required to specifically enforce the
obligations of the Company and the Guarantor hereunder. The Company and the
Guarantor further agree to waive the defense in any action for specific
performance that a remedy at law would be adequate.

               (b)     No Inconsistent Agreements. The Company and the
Guarantor 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 and the Guarantor have not previously entered
into any agreement granting any registration rights with respect to its
securities to any Person except


                                       24

<PAGE>



as set forth on Schedule 10(b). 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 or the Guarantor'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 and the Guarantor
have obtained the written consent of Holders of all outstanding Transfer
Restricted Securities and (ii) in the case of all other provisions hereof, the
Company and the Guarantor have 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 and the
Guarantor, on the one hand, and the Initial Purchaser, 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.

               (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 Regis trar under the Indenture,
                               with a copy to the Registrar under the
                               Indenture; and

                       (ii)    if to the Company or the Guarantor:

                               Orbital Sciences Corporation
                               21839 Atlantic Boulevard
                               Dulles, Virginia  20166
                               Telecopy No.: (703) 406-5572
                               Attention: Legal Department


                                       25
<PAGE>


                               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 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.


                                       26
<PAGE>


               (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
LAWss. 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.


                                       27
<PAGE>


               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

                                ORBITAL INTERNATIONAL, INC.


                                By: /s/ MICHAEL R. WILLIAMS
                                    -----------------------------------
                                    Name:  Michael R. Williams
                                    Title: Vice President and Treasurer

The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of the date first above written.

JEFFERIES/QUARTERDECK, LLC


By:     /s/ MARK J. CARMEN
        ------------------------------------------
        Name:  Mark J. Carmen
        Title: Senior Vice President

JEFFERIES & COMPANY, INC.


By:     /s/ MARK J. CARMEN
        ------------------------------------------
        Name:  MARK J. CARMEN
        Title: Senior Vice President


<PAGE>


                                                                  SCHEDULE 10(b)


               Warrant Registration Rights Agreement, dated August 22, 2002


Registration Rights Agreement dated as of January 15, 2000 by and between
Orbital Sciences Corporation and Morgan Guaranty Trust Company of New York, as
Administrative Agent






                                       29


</TEXT>
</DOCUMENT>
