Exhibit
4.2


 


FOURTH SUPPLEMENTAL INDENTURE


 


FOURTH
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 20,
2003, among ALLIANT TECHSYSTEMS INC., a Delaware corporation (the “Company”),
ATK ELKTON LLC, a Delaware limited liability company, ATK MISSILE SYSTEMS
COMPANY LLC, a Delaware limited liability company, COMPOSITE OPTICS,
INCORPORATED, a California corporation, newly formed or acquired subsidiaries
of the Company (the “New Guarantors”), ALLIANT AMMUNITION SYSTEMS COMPANY LLC,
a Delaware limited liability company, NEW RIVER ENERGETICS, INC., a Delaware
corporation, ALLIANT HOLDINGS LLC, a Delaware limited liability company,
ALLIANT PROPULSION AND COMPOSITES LLC, a Delaware limited liability company,
ALLIANT SOUTHERN COMPOSITES COMPANY LLC, a Delaware limited liability company,
ATK AMMUNITION AND RELATED PRODUCTS LLC (f/k/a Alliant Defense LLC), a Delaware
limited liability company, ALLIANT AMMUNITION AND POWDER COMPANY LLC, a
Delaware limited liability company, ATK ORDNANCE AND GROUND SYSTEMS LLC (f/k/a
Alliant Integrated Defense Company LLC), a Delaware limited liability company,
ALLIANT INTERNATIONAL HOLDINGS INC., a Minnesota corporation, ATK TACTICAL
SYSTEMS COMPANY LLC (f/k/a Alliant Missile Products Company LLC), a Delaware
limited liability company, ALLIANT LAKE CITY SMALL CALIBER AMMUNITION COMPANY
LLC, a Delaware limited liability company, ATK AEROSPACE COMPANY INC. (f/k/a
Thiokol Propulsion Corp.), a Delaware corporation, THIOKOL TECHNOLOGIES
INTERNATIONAL, INC., a Delaware corporation, 
ATK COMMERCIAL AMMUNITION COMPANY INC., a Delaware corporation, FEDERAL
CARTRIDGE COMPANY, a Minnesota corporation, AMMUNITION ACCESSORIES INC., a
Delaware corporation, ATK LOGISTICS AND TECHNICAL SERVICES LLC, a Delaware
limited liability company, ATK PRECISION SYSTEMS LLC, a Delaware limited
liability company, ATK INTERNATIONAL SALES INC., a Delaware corporation, and
BNY MIDWEST TRUST COMPANY, an Illinois banking corporation, as trustee under
the indenture referred to below (the “Trustee”).


 


W
I T N E S S E T H :


 


WHEREAS the Company and
Alliant Ammunition Systems Company LLC, New River Energetics, Inc., Alliant
Holdings LLC, Alliant Propulsion and Composites LLC, Alliant Southern
Composites Company LLC, ATK Ammunition and Related Products LLC (f/k/a Alliant
Defense LLC), Alliant Ammunition and Powder Company LLC, ATK


 

















 


Ordnance and Ground
Systems LLC (f/k/a Alliant Integrated Defense Company LLC), Alliant
International Holdings Inc., ATK Tactical Systems Company LLC (f/k/a Alliant
Missile Products Company LLC), Alliant Lake City Small Caliber Ammunition
Company LLC, ATK Aerospace Company Inc. (f/k/a Thiokol Propulsion Corp.),
Thiokol Technologies International, Inc., ATK Commercial Ammunition Company
Inc., Federal Cartridge Company, Ammunition Accessories Inc., ATK Logistics and
Technical Services LLC, ATK Precision Systems LLC and ATK International Sales
Inc. (the “Existing Guarantors”) have heretofore executed and delivered to the
Trustee an Indenture dated May 14, 2001 (as amended and supplemented by the
First Supplemental Indenture, dated as of December 19, 2001, and as further
amended and supplemented by the Second Supplemental Indenture, dated as of
April 5, 2002, and as further amended and supplemented by the Third Supplemental
Indenture, dated as of June 6, 2002) (as amended, the “Indenture”), providing
for the issuance of an aggregate principal amount of up to $600,000,000 of 81⁄2%
Senior Subordinated Notes due 2011 (the “Securities”);


 


WHEREAS
Section 4.11 of the Indenture provides that under certain circumstances
the Company is required to cause the New Guarantors to execute and deliver to
the Trustee a supplemental indenture pursuant to which the New Guarantors shall
unconditionally guarantee all the Company’s obligations under the Securities
pursuant to a Subsidiary Guarantee on the terms and conditions set forth
herein; and


 


WHEREAS
pursuant to Section 9.01 of the Indenture, the Trustee, the Company and
the Existing Guarantors are authorized to execute and deliver this Supplemental
Indenture;


 


NOW
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantors,
the Company, the Existing Guarantors and the Trustee mutually covenant and
agree for the equal and ratable benefit of the holders of the Securities as
follows:


 


1.  Agreement to Guarantee.  The New Guarantors hereby agree, jointly and
severally with all the Existing Guarantors, to unconditionally guarantee the
Company’s obligations under the Securities on the terms and subject to the
conditions set forth in Articles 11 and 12 of the Indenture and to be
bound by all other applicable provisions of the Indenture and the Securities.


 


2.  Ratification of Indenture; Supplemental
Indentures Part of Indenture.  Except as expressly amended
hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and
effect.  In the event of a conflict
between the terms and conditions of the Indenture and the terms and conditions
of this Supplemental Indenture, then the terms and conditions of this
Supplemental Indenture shall prevail. 
This Supplemental Indenture shall form a part of the Indenture for all
purposes, and every holder of Securities heretofore or hereafter authenticated
and delivered shall be bound hereby.


 


3.  Governing Law.  THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE


 


2

















 


APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.


 


4.  Trustee Makes No Representation.  The
statements herein are deemed to be those of the Company, the Existing
Guarantors and the New Guarantors.  The Trustee makes no
representation as to the validity or sufficiency of this Supplemental
Indenture.


 


5.  Counterparts.  The parties may sign any number of copies of
this Supplemental Indenture.  Each
signed copy shall be an original, but all of them together represent the same
agreement.


 


6.  Effect of Headings.  The Section headings herein are for
convenience only and shall not effect the construction thereof.


 


IN WITNESS WHEREOF, the
parties hereto have caused this Supplemental Indenture to be duly executed as
of the date first above written.


 


	
   

  	
  ATK ELKTON LLC,

  
	
   

  	
   

  
	
   

  	
    By:

  
	
   

  	
   

  	
   /s/ Ann D. Davidson

  	
   

  
	
   

  	
   

  	
  Name:  Ann D. Davidson

  
	
   

  	
   

  	
  Title:  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ATK MISSILE SYSTEMS COMPANY LLC,

  
	
   

  	
   

  
	
   

  	
    By:

  
	
   

  	
   

  	
   /s/ Ann D. Davidson

  	
   

  
	
   

  	
   

  	
  Name:  Ann D. Davidson

  
	
   

  	
   

  	
  Title:  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPOSITE OPTICS, INCORPORATED,

  
	
   

  	
   

  
	
   

  	
    By:

  
	
   

  	
   

  	
   /s/ Ann D. Davidson

  	
   

  
	
   

  	
   

  	
  Name:  Ann D. Davidson

  
	
   

  	
   

  	
  Title:  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALLIANT TECHSYSTEMS INC.,

  
	
   

  	
   

  
	
   

  	
    By:

  
	
   

  	
   

  	
   /s/ Robert J. McReavy

  	
   

  
	
   

  	
   

  	
  Name:  Robert J. McReavy

  
	
   

  	
   

  	
  Title:  Vice President and Treasurer

  



 


3

















 


	
   

  	
  ALLIANT AMMUNITION SYSTEMS
  COMPANY LLC,

  
	
   

  	
  NEW RIVER ENERGETICS,
  INC.,

  
	
   

  	
  ALLIANT HOLDINGS LLC,

  
	
   

  	
  ALLIANT PROPULSION AND
  COMPOSITES LLC,

  
	
   

  	
  ALLIANT SOUTHERN
  COMPOSITES COMPANY LLC,

  
	
   

  	
  ATK AMMUNITION AND RELATED
  PRODUCTS LLC,

  
	
   

  	
  ALLIANT AMMUNITION AND
  POWDER COMPANY LLC,

  
	
   

  	
  ATK ORDNANCE AND GROUND
  SYSTEMS LLC,

  
	
   

  	
  ALLIANT INTERNATIONAL
  HOLDINGS INC.,

  
	
   

  	
  ATK TACTICAL SYSTEMS
  COMPANY LLC,

  
	
   

  	
  ALLIANT LAKE CITY SMALL
  CALIBER AMMUNITION COMPANY LLC,

  
	
   

  	
  ATK AEROSPACE COMPANY
  INC.,

  
	
   

  	
  THIOKOL TECHNOLOGIES
  INTERNATIONAL, INC.,

  
	
   

  	
  ATK COMMERCIAL AMMUNITION
  COMPANY INC.,

  
	
   

  	
  FEDERAL CARTRIDGE COMPANY,

  
	
   

  	
  AMMUNITION ACCESSORIES
  INC.,

  
	
   

  	
  ATK LOGISTICS AND TECHNICAL SERVICES LLC,

  
	
   

  	
  ATK PRECISION SYSTEMS LLC,

  
	
   

  	
  ATK INTERNATIONAL SALES
  INC.,

  



 


	
   

  	
    By:

  
	
   

  	
   

  	
   /s/ Robert J. McReavy

  	
   

  
	
   

  	
   

  	
  Name:  Robert J. McReavy

  
	
   

  	
   

  	
  Title:Authorized Signatory

  



 


	
   

  	
  BNY MIDWEST TRUST COMPANY,
  as Trustee,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   /s/ D.G. Donovan

  	
   

  
	
   

  	
   

  	
  Name:  D.G. Donovan

  
	
   

  	
   

  	
  Title: Assistant Vice President

  
					



 


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