Exhibit 4.1


 


AMENDMENT 1 TO RIGHTS AGREEMENT


 


This
Amendment 1 to Rights Agreement (the “Amendment”), dated as of November 3,
2010, by and between Alliant Techsystems Inc., a Delaware corporation (the
“Company”), and The Bank of New York Mellon, successor to LaSalle Bank National
Association, as rights agent (the “Rights Agent”), amends the Rights Agreement,
dated as of May 7, 2002, by and between the Company and the Rights
Agent.  Capitalized terms used but not
defined herein shall have the respective meanings assigned to them in the
Rights Agreement.


 


WHEREAS,
pursuant to Section 27, the Company and the Rights Agent may from time to
time supplement or amend any provision of the Rights Agreement in accordance
with the terms of such Section 27.


 


NOW, THEREFORE,
in consideration of the foregoing premise and the mutual agreements set forth
in this Amendment, the parties hereto hereby agree as follows:


 


1.              Section 1(a) of
the Rights Agreement is amended to read in its entirety as follows:


 


“Acquiring Person” means any Person (other than the
Company or any Related Person) who or which, together with all Affiliates and
Associates of such Person, is the Beneficial Owner of 15% or more of the
then-outstanding Common Shares but shall not include a Beneficial Owner of 15%
or more, but less than 20%, of the then-outstanding Common Shares provided that
such Beneficial Owner is not
required to report such ownership on Schedule 13D under the Exchange Act (or
any comparable or successor report); provided,
however, that a Person will not be deemed to have become an
Acquiring Person solely as a result of a reduction in the number of Common
Shares outstanding unless and until such time as (i) such Person or any
Affiliate or Associate of such Person thereafter becomes the Beneficial Owner
of additional Common Shares representing 1% or more of the then-outstanding
Common Shares, other than as a result of a stock dividend, stock split or
similar transaction effected by the Company in which all holders of Common
Shares are treated equally, or (ii) any other Person who is the Beneficial
Owner of Common Shares representing 1% or more of the then-outstanding Common
Shares thereafter becomes an Affiliate or Associate of such Person.
Notwithstanding the foregoing, if the Board of the Company determines in good
faith that a Person who would otherwise be an “Acquiring Person” as defined
pursuant to the foregoing provisions of this Section 1(a) has become
such inadvertently, and such Person divests as promptly as practicable a sufficient
number of Common Shares so that such Person would no longer be an “Acquiring
Person” as defined pursuant to the foregoing provisions of this
Section 1(a), then such Person shall not be deemed to be an “Acquiring
Person” for any purposes of this Agreement.


 


2.              This
Amendment shall be effective as of the date hereof and, except as hereby
amended, the Rights Agreement shall remain in full force and effect.


 

















 


3.              This
Amendment may be executed in two counterparts, each of which shall for all
purposes be deemed to be an original, and the counterparts together shall
constitute one and the same document.


 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed, as
of the day and year first above written.


 


	
   

  	
  ALLIANT
  TECHSYSTEMS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Keith D. Ross

  
	
   

  	
  Name:
  

  	
  Keith
  D. Ross

  
	
   

  	
  Title:

  	
  Senior
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK MELLON

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Peter Sablich

  
	
   

  	
  Name:
  

  	
  Peter
  Sablich

  
	
   

  	
  Title:

  	
  Vice
  President