Common use of WILLIAMS Clause in Contracts

WILLIAMS. Name: Michael R. Williams Title: Senxxx Xxxx Xxxxxxxxx and Treasurer U.S. BANK, N.A., as Warrant Agent By: /s/ FRANK P. LESLIE ------------------------------- Name: Frank P. Leslie Title: Vice Prxxxxxxx EXHIBIT A [Form of Warrant Certificate] 135,000 Warrants No. 1 CUSIP No. Warrant Certificate ORBITAL SCIENCES CORPORATION This Warrant Certificate certifies that Cede & Co., or its registered assigns, is the registered holder of Warrants, expiring August 15, 2006 (the "WARRANTS"), to purchase common stock, par value $.01 per share (the "COMMON STOCK"), of Orbital Sciences Corporation, a Delaware corporation (the "COMPANY"). Each Warrant initially entitles the registered holder upon exercise at any time from 9:00 a.m., New York City time, on the date immediately following the Mandatory Separation Date (as defined in the Warrant Agreement) (the "EXERCISE DATE") until 5:00 p.m., New York City time, on August 15, 2006, the Expiration Date, to receive from the Company 122.23 fully paid and nonassessable shares of Common Stock (the "WARRANT SHARES") at the initial exercise price (the "EXERCISE PRICE") of $3.86 per share payable upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent, subject to the conditions set forth herein and in the Warrant Agreement referred to on the reverse hereof. The Exercise Price and number of Warrant Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. No Warrant may be exercised after 5:00 p.m., New York City time, on the Expiration Date, and to the extent not exercised by such time Warrants shall become void. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in New York, including, without limitation Sections 5-1401 and 5- 1402 of the New York General Obligations Law and Rule 327(b) of the New York Civil Practices Laws and Rules.

WILLIAMS. Name: Michael R. Williams Title: Senxxx Xxxx Senior Vxxx Xxxxxxxxx and Treasurer xxx Xreasurer ORBITAL INTERNATIONAL, INC. By: /s/ MICHAEL R. WILLIAMS ------------------------------------- Name: Michael R. Williams Title: Vice Prexxxxxx xxx Xxxxxxxxr U.S. BANK, N.A., as Warrant Agent Secured Party By: /s/ FRANK P. LESLIE ------------------------------- ------------------------------------- Name: Frank P. Leslie Title: Vice Prxxxxxxx Presidexx EXHIBIT A TO PLEDGE AND SECURITY AGREEMENT FORM OF PLEDGE SUPPLEMENT This PLEDGE SUPPLEMENT, dated [Form of Warrant CertificateMM/DD/YY] 135,000 Warrants No. 1 CUSIP No. Warrant Certificate ORBITAL SCIENCES CORPORATION This Warrant Certificate certifies that Cede & Co., or its registered assigns, is the registered holder of Warrants, expiring August 15, 2006 (the "WARRANTSSUPPLEMENT"), is delivered pursuant to purchase common stockthe Pledge and Security Agreement, par value $.01 per share dated as of August 22, 2002 (as it may be from time to time amended, restated, modified or supplemented, the "COMMON STOCKSECURITY AGREEMENT"), of among Orbital Sciences Corporation, a Delaware corporation the other Debtors named therein, and U.S. Bank, N.A., as Secured Party. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement. This Supplement is being delivered pursuant to Section [__](1) of the "COMPANY")Security Agreement. Each Warrant initially entitles the registered holder upon exercise at any time from 9:00 a.m.Debtor hereby confirms, New York City time, on as of the date immediately following the Mandatory Separation Date (as defined in the Warrant Agreement) (the "EXERCISE DATE") until 5:00 p.m., New York City time, on August 15, 2006first written above, the Expiration Date, grant to receive from the Company 122.23 fully paid and nonassessable shares of Common Stock (the "WARRANT SHARES") at the initial exercise price (the "EXERCISE PRICE") of $3.86 per share payable upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent, subject to the conditions set forth herein and in the Warrant Agreement referred to on the reverse hereof. The Exercise Price and number of Warrant Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events Secured Party set forth in the Warrant Agreement. No Warrant Security Agreement of, does hereby grant to Secured Party, a security interest in all of Debtor's right, title and interest in and to all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Debtor now has or hereafter acquires an interest and wherever the same may be exercised after 5:00 p.m.located and hereby agrees, New York City timeas of the date first above written, on to continue to be bound as a Debtor by all of the Expiration Dateterms and provisions of the Security Agreement, as supplemented by this Pledge Supplement. Debtor hereby represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information currently required pursuant to the extent not exercised by Security Agreement and hereby agrees that such time Warrants Supplements to Schedules shall become void. Reference is hereby made constitute part of the Schedules to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Security Agreement. This Warrant Certificate shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in New York, including, without limitation Sections 5-1401 and 5- 1402 of the New York General Obligations Law and Rule 327(b) of the New York Civil Practices Laws and Rules.