Exhibit 10.2


 


AMENDMENT NO. 1 TO CREDIT AGREEMENT


 


AMENDMENT NO. 1 TO CREDIT AGREEMENT
dated as of May 5, 2005 (this “Amendment”) among Alliant Techsystems Inc., a
Delaware corporation (the “Borrower”),
the lenders from time to time parties to the Credit Agreement referred to below
(the “Lenders”),
Bank of America, N.A. (“Bank
of America”), as swing line lender (the “Swing Line Lender”),
Bank of America, Calyon New York Branch (f/k/a Credit Lyonnais New York
Branch), U.S. Bank National Association and JPMorgan Chase Bank, as L/C issuers
(collectively, the “L/C
Issuers”) and Bank of America, as administrative agent (the “Administrative Agent”)
for the Lenders.


 


PRELIMINARY STATEMENTS:


 


(1)                                  The
Borrower, the Lenders, the Swing Line Lender, the L/C Issuers, the
Administrative Agent and others have entered into a Credit Agreement dated as
of March 31, 2004 (as amended, supplemented otherwise modified prior to
the date hereof, the “Credit
Agreement”).  Capitalized
terms used herein and not otherwise defined in this Amendment (including in Section 1
hereof) have the same meanings as specified in the Credit Agreement;


 


(2)                                  The
Borrower desires to (a) refinance the Outstanding Amount of Term B Loans
under the Credit Agreement with the proceeds of a new tranche of term loans (as
further described in the amendments set forth in Section 1 below,
the “Term A Loans”),
(b) amend the rate of interest applicable to the Revolving Credit Facility
as set forth in Section 1 below, (c) amend certain other
provisions of the Credit Agreement as set forth below, and (d) obtain the
release of the existing Mortgage with respect to the Mortgaged Property in
Minnesota, and the Borrower has requested that the Lenders amend the Credit
Agreement to permit, and provide for, the foregoing;


 


(3)                                  Each
Term A Lender party to this Amendment has committed to make Term A Loans to the
Borrower, subject to the terms and conditions hereinafter set forth, on the
First Amendment Effective Date in an amount equal to its Term A Commitment as
set forth on Schedule 2.01 hereto and the aggregate proceeds of the
Term A Loans will be used by the Borrower to refinance in full the Outstanding
Amount of all Term B Loans, to pay related fees and expenses, and for other
corporate purposes;


 


(4)                                  The
Lenders have agreed, subject to the terms and conditions hereinafter set forth,
to amend the Credit Agreement as set forth below;


 





















 


(5)                                  NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration, the sufficiency and receipt of all of which is hereby
acknowledged, the parties hereto hereby agree as follows:


 


SECTION 1.                                Amendments to Credit
Agreement.  Upon, and subject to, the
satisfaction of the conditions precedent set forth in Section 4
below, the Credit Agreement is
hereby amended as follows:


 


(a)                                  Section 1.01 of the Credit Agreement is
amended by adding in the appropriate alphabetical order the following new
definitions.


 


“First Amendment” means Amendment No. 1
to this Agreement, dated as of May 5, 2005, among the Borrower, Bank of
America, N.A., as Administrative Agent and the Lenders party thereto.


 


“First Amendment
Effective Date” has the meaning specified in the First
Amendment.


 


“Funding
Indemnity Agreement” means the Funding Indemnity Agreement,
dated May 5, 2005, duly executed and delivered by the Borrower to the
Administrative Agent.


 


“Term A
Borrowing” means a borrowing pursuant to Section 2.01(d) consisting
of simultaneous Term A Loans of the same Type made by the Term A Lenders.


 


“Term A
Commitment” means, as to each Term A Lender at any time, its
obligation to make Term A Loans to the Borrower pursuant to Section 2.01(d) in
an aggregate principal amount at any one time outstanding not to exceed the
amount set forth opposite such Term A Lender’s name on Schedule 2.01
attached to the First Amendment under the caption “Term A Commitment” or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto,
as applicable, as may be adjusted from time to time in accordance with this
Agreement.  The aggregate Commitment of
all Term A Lenders shall be $270,000,000 on the First Amendment Effective Date.


 


“Term A Facility”
means, at any time, (a) prior to the making of Term A Loans, the aggregate
Term A Commitments of all Term A Lenders at such time, and (b) thereafter,
the Outstanding Amount of Term A Loans of all Term A Lenders at such time.


 


“Term A Lender”
means, at any time, any Lender that has a Term A Commitment or a Term A Loan at
such time.


 


“Term A Loan”
means an advance made by any Term A Lender under the Term A Facility pursuant
to Section 2.01(d).


 


“Term A Note”
means a promissory note of the Borrower payable to the order of any Term A
Lender, in substantially the form of Exhibit A to the First
Amendment,


 


2





















 


evidencing the aggregate indebtedness of the Borrower to such Term A
Lender resulting from the Term A Loans made or held by such Term A Lender.


 


(b)                                 Section 1.01 of the Credit Agreement is
further amended as follows:


 


(i)                                     By
amending and restating in full the definition of “Applicable Rate” to read as follows:


 


“Applicable Rate” means for
any day, (a) in case of the Revolving Credit Loans and the Term A Loans,
with respect to Base Rate Loans and Eurodollar Rate Loans, and the commitment
fee payable in respect of the unutilized portion of the Revolving Credit
Facility, the applicable rate per annum set forth below in the grid captioned “Revolving
Credit Facility and Term A Facility – Applicable Rate”, under the captions “Base
Rate Percentage”, “Eurodollar Percentage” or “Commitment Fee” cited therein, as
the case may be, based upon the Senior Secured Credit Rating and the
Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 6.02(b) and
(b) in the case of any Incremental Term Loans, the applicable rate per
annum set forth in the applicable Incremental Term Facility Supplement for Base
Rate Loans and Eurodollar Rate Loans:


 


Revolving Credit Facility and Term A Facility – Applicable Rate


 


	
  Pricing

  Level

  	
   

  	
  Consolidated

  Leverage Ratio

  	
   

  	
  Commitment

  Fee

  	
   

  	
  Eurodollar

  Percentage

  	
   

  	
  Base Rate

  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  <3.00x and Senior Secured Credit Rating, with “stable
  outlook” or “positive outlook”, of BB+ or better or Ba1 or better

  	
   

  	
  0.250%

  	
   

  	
  1.00%

  	
   

  	
  0%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  <3.50x

  	
   

  	
  0.300%

  	
   

  	
  1.25%

  	
   

  	
  0.25%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  >3.50x and
  Senior Secured Credit Rating of better than BB- and Ba3

  	
   

  	
  0.375%

  	
   

  	
  1.50%

  	
   

  	
  0.50%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  >3.50x

  	
   

  	
  0.500%

  	
   

  	
  1.75%

  	
   

  	
  0.75%

  	
   

  



 


Any increase or decrease in the Applicable Rate resulting from a change
in (a) the Consolidated Leverage Ratio shall become effective as of the
first Business Day immediately following the date a Compliance Certificate is
delivered pursuant to Section 6.02(b); provided, however,
that if a Compliance Certificate is not delivered within two Business Days
after the date when due in accordance with such Section 6.02(b),
then Pricing Level 4 shall apply as of the first Business Day after such second
Business Day until the first Business Day after the date on which such
Compliance Certificate is delivered, and (b) the Senior Secured Credit
Rating shall become effective as of the first Business Day immediately
following the date of such change in Senior Secured Credit Rating.”


 


3





















 


(c)                                  Section 1.01 of the Credit Agreement is
further amended by amending and restating in full the definitions of “Fee Letter”, “Incremental Term Facility
Closing Date”,
“Loan
Documents”,
“Maturity Date”, “Restricted
Payment”, “Term Borrowing”, “Term Commitment”, “Term Commitment Increase
Availability”,
“Term
Facilities”,
“Term
Loan” and “Term Note” to read, respectively, as
follows:


 


“Fee Letter” means,
collectively, (a) the letter agreement, dated February 24, 2004,
among the Borrower, BAS and Bank of America and (b) the letter agreement,
dated April 11, 2005, among the Borrower, BAS and Bank of America.


 


“Incremental
Term Facility Closing Date” means in respect of an Incremental
Term Facility any date on which all of the conditions to funding of the
Incremental Term Loans under such Incremental Term Facility are satisfied and
the applicable Lenders advance Incremental Term Loans.


 


“Loan Documents” means,
collectively, (a) for purposes of this Agreement and the Notes and any
amendment, supplement or other modification hereof or thereof and for all other
purposes other than for purposes of the Guaranty and the Collateral Documents, (i) this
Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the
Collateral Documents, (v) the Fee Letter, (vi) each Issuer Document, (vii) each
Incremental Term Facility Supplement and (viii) the Funding Indemnity
Agreement and (b) for purposes of the Guaranty and the Collateral
Documents, (i) this Agreement, (ii) the Notes, (iii) the
Guaranty, (iv) the Collateral Documents, (v) each Issuer Document, (vi) the
Fee Letter, (vii) each Incremental Term Facility Supplement, (viii) the
Funding Indemnity Agreement and (ix) each Secured Hedge Agreement.


 


“Maturity Date” means (a) with
respect to the Revolving Credit Facility (including the Letter of Credit
Sublimit and Swing Line Sublimit thereunder), the earlier of (i) the fifth
anniversary of the Closing Date (or in the case of any Letter of Credit or
request for L/C Credit Extension, the Letter of Credit Expiration Date) and (ii) the
date of termination in whole of the Revolving Credit Commitments, pursuant to Section 2.06
or 8.02, (b) with respect to the Term A Facility, the earlier of (i) the
fifth anniversary date of the Closing Date and (ii) the date of acceleration
of the Term A Facility pursuant to Section 8.02 and (c) with
respect to any Incremental Term Facility, (i) the final maturity specified
in the applicable Incremental Facility Term Supplement and (ii) the date
of acceleration of the Incremental Term Facility pursuant to Section 8.02;
provided that, notwithstanding the foregoing, (x) if on or prior to
November 1, 2010, the Borrower shall not have reserved cash, obtained
committed financing or any combination of the foregoing, all on terms and
conditions reasonably satisfactory to the Administrative Agent at such time, in
an aggregate amount necessary to pay all amounts outstanding, including
principal and all accrued interest, in full under the Senior Subordinated Notes
on the scheduled maturity date of the Senior Subordinated Notes, November 10,
2010 shall be the final maturity date of all of the Facilities (other than the
Revolving Credit Facility and the Term A Facility) and final payment of all
amounts under all of the Facilities (other than the Revolving Credit Facility
and the Term A Facility) then outstanding plus all accrued interest
shall be immediately due and payable on November 10, 2010, and
(y) with respect to such committed financing, if definitive


 


4





















 


documentation therefor shall not have been entered into and all
conditions to funding thereunder shall not have been satisfied ten Business
Days prior to the scheduled maturity date of the Senior Subordinated Notes,
such tenth Business Day prior to the scheduled maturity date of this Senior
Subordinated Notes shall be the final maturity date of all the Facilities
(other than the Revolving Credit Facility and the Term A Facility) and all
amounts under all of the Facilities (other than the Revolving Credit Facility
and the Term A Facility) then outstanding plus accrued interest shall be
immediately due and payable on such tenth Business Day prior to the scheduled
maturity date of the Senior Subordinated Notes.


 


“Restricted Payment” means (a) any
dividend or other distribution (whether in cash, securities or other property)
with respect to any capital stock or other Equity Interest of the Borrower or
any Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, defeasance, acquisition, cancellation or termination of
any such Equity Interest, or on account of any return of capital to the
Borrower’s stockholders, partners or members (or the equivalent Persons
thereof), or any option, warrant or other right to acquire any such dividend or
other distribution or payment; provided, however, that no such
dividend, distribution, payment or return of capital shall constitute a “Restricted
Payment” to the extent made solely with the common Equity Interests of the
Borrower or (b) any payment, prepayment, redemption (whether at the option
of the holder or otherwise), purchase, defeasance, distributions involving
cash, acquisition or other retirement for value in respect of any subordinated
Indebtedness or any convertible debt securities or instruments, in each case,
of the Borrower or any Subsidiary.


 


“Term Borrowing”
means any Term A Borrowing or Incremental Term Borrowing, as applicable.


 


“Term Commitment”
means any Term A Commitment or Incremental Term Commitment, as applicable.


 


“Term Commitment
Increase Availability” means at any time (a) $330,000,000 plus (b) the principal amount,
up to $270,000,000, by which the Term A Facility shall have been repaid as a
result of scheduled amortization and any mandatory or optional prepayments minus
(c) the aggregate initial principal amount of all Incremental Term
Facilities.


 


“Term Facilities”
means, at any time, the aggregate Term A Facility and the Incremental Term
Facilities of all Lenders at such time.


 


“Term Loan”
means any Term A Loan or Incremental Term Loan, as applicable.


 


“Term Note”
means any Term A Note or a promissory note of the Borrower payable to the order
of any Incremental Term Loan Lender, in substantially the form of Exhibit C-1
hereto, evidencing the aggregate Indebtedness of the Borrower to such
Incremental Term Loan Lender resulting from the Incremental Term Loans made by
such Incremental Term Loan Lender.


 


5





















 


(d)                                 Section 1.02 of the Credit Agreement is
hereby amended by (i) relettering the last clause thereof as clause (d) and
(ii) adding at the end thereof the following new subsection (e):


 


“(e)                            On
and after the First Amendment Effective Date, all Term Loans (including the
Term A Loans) shall have, and continue to have, the same terms, rights and
benefits as the Term Loans immediately prior to the First Amendment Effective
Date under the Loan Documents, except as modified by the First Amendment.”


 


(e)                                  Section 2.01 of the Credit Agreement is
hereby amended by inserting the following clause (d) at the end thereof:


 


“(d)                           Term
A Borrowings.  Subject to the terms
and conditions set forth herein, each Term A Lender severally agrees to make,
on the First Amendment Effective Date, a single loan consisting of a Term A
Loan pursuant to the Term A Facility in an amount equal to its Pro Rata Share
of the Term A Facility to the Borrower on any Business Day.  The Term A Borrowing shall consist of Term A
Loans made simultaneously by the Term A Lenders in accordance with their
respective Pro Rata Share of the applicable Term A Facility.  Amounts borrowed under this Section 2.01(d) and
repaid or prepaid may not be reborrowed. 
Term A Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
provided herein.”


 


(f)                                    Section 2.03(a)(ii)(A) of
the Credit Agreement is amended by deleting the reference to “Twelve months”
therein and replacing it with the phrase “eighteen months”.


 


(g)                                 The first sentence in Section 2.03(i) of
the Credit Agreement is amended in its entirety to read:


 


“The Borrower shall pay to the Administrative Agent for the account of
each Revolving Credit Lender in accordance with its Pro Rata Share, a Letter of
Credit Fee (the “Letter
of Credit Fee”) for each Letter of Credit in an amount equal to (i) in
the case of any Financial Letter of Credit, (A) a rate per annum equal to
the Eurodollar Percentage for Revolving Credit Loans in effect from time to
time for each day during the applicable calculation period as set forth in the
grid in the definition of “Applicable Rate” times (B) the daily
maximum amount available to be drawn under such Letter of Credit (whether or
not such maximum amount is then in effect under such Letter of Credit) or (ii) in
the case of any Performance Letter of Credit or Documentary Letter of Credit, (A) a
rate per annum equal to 75% of the Eurodollar Percentage for Revolving Credit
Loans in effect from time to time for each day during the applicable
calculation period as set forth in the grid in the definition of “Applicable
Rate” times (B) the daily maximum amount available to be drawn
under such Letter of Credit (whether or not such maximum amount is then in
effect under such Letter of Credit).”


 


(h)                                 Section 2.03(i) of the Credit Agreement is
further amended by deleting the reference to “the first Business Day after the
end” in the second sentence thereof and replacing it with the phrase “the last
Business Day”.


 


6





















 


(i)                                     Section 2.03(j) of the Credit Agreement is
amended by deleting the reference to “the first Business Day after the end of
such” in the second sentence thereof and replacing it with the phrase “the last
Business Day of each”.


 


(j)                                     The last sentence of Section 2.05(a)(i) of
the Credit Agreement is amended by replacing the reference to “Term B Facility”
therein with “Term A Facility”.


 


(k)                                  Section 2.05(b)(i) of the Credit Agreement is
amended to read as follows:  “(i) [INTENTIONALLY
OMITTED]”.


 


(l)                                     Section 2.05(b)(vii) of the Credit Agreement is
amended by replacing the reference to “Term B Facility” therein with “Term A
Facility”.


 


(m)                               Section 2.06(b)(i) of the Credit Agreement is
amended in its entirety to read as follows:


 


“(i)  The
aggregate Term Commitments under any Term Facility shall be
automatically and permanently reduced to zero on the date of a Term Borrowing
under such Term Facility (after giving effect to such Term Borrowing).”


 


(n)                                 The second sentence of Section 2.06(c) of
the Credit Agreement is amended by replacing the reference to “Term B Facility”
therein with “Term A Facility”.


 


(o)                                 Section 2.07(a) of the Credit Agreement is
hereby amended in full to read as follows:


 


“(a)  Term A Loans. 
The Borrower shall repay to the Administrative Agent for the ratable
account of the Term A Lenders the aggregate principal amount of all Term A
Loans outstanding on the following dates in the respective amounts set forth
opposite such dates (which amounts shall be reduced as a result of the
application of prepayments in accordance with the order of priority set forth
in Section 2.06):


 


	
  Date

  	
   

  	
  Amount

  	
   

  
	
  June 30, 2005

  	
   

  	
  $

  	
  6,750,000

  	
   

  
	
  September 30, 2005

  	
   

  	
  $

  	
  6,750,000

  	
   

  
	
  December 31, 2005

  	
   

  	
  $

  	
  6,750,000

  	
   

  
	
  March 31, 2006

  	
   

  	
  $

  	
  6,750,000

  	
   

  
	
  June 30, 2006

  	
   

  	
  $

  	
  6,750,000

  	
   

  
	
  September 30, 2006

  	
   

  	
  $

  	
  6,750,000

  	
   

  
	
  December 31, 2006

  	
   

  	
  $

  	
  6,750,000

  	
   

  
	
  March 31, 2007

  	
   

  	
  $

  	
  6,750,000

  	
   

  
	
  June 30, 2007

  	
   

  	
  $

  	
  6,750,000

  	
   

  
	
  September 30, 2007

  	
   

  	
  $

  	
  6,750,000

  	
   

  
	
  December 31, 2007

  	
   

  	
  $

  	
  6,750,000

  	
   

  
	
  March 31, 2008

  	
   

  	
  $

  	
  6,750,000

  	
   

  
	
  June 30, 2008

  	
   

  	
  $

  	
  6,750,000

  	
   

  
	
  September 30, 2008

  	
   

  	
  $

  	
  6,750,000

  	
   

  



 


7





















 


	
  December 31, 2008

  	
   

  	
  $

  	
  6,750,000

  	
   

  
	
  March 31, 2009

  	
   

  	
  $

  	
  168,750,000

  	
   

  



 


provided,
however, that the final principal repayment installment of the Term A
Loans shall be repaid on the Maturity Date for the Term A Facility under which
such Term A Loans were made and in any event shall be in an amount equal to the
aggregate principal amount of all Term A Loans outstanding on such date.”


 


(p)                                 Section 2.15(a) of the Credit Agreement is
hereby amended by (i) deleting the phrase “including the Term B Facility”
in the introductory sentence thereof and replacing it with the phrase “other
than the Term A Facility”, (ii) inserting the words “six months after”
immediately after the words “prior to” in subclause (B) and
replacing the reference to “Term B Facility” in subclauses (B) with
“Term A Facility”, (iii) deleting subclause (D) and
relettering subclause (E) as subclause (D) and (iv) deleting
subclause (C) and replacing it with the following new subclause
(C):


 


“(C)                          If
the request is for an Incremental Term Facility, the requested amortization schedule for
such Incremental Term Loans, which shall not amortize more rapidly than
quarterly installments equal to 2.50% of the original Outstanding Amount of
such Incremental Term Loans, and”


 


(q)                                 Section 6.11 of the Credit Agreement is
hereby amended by adding at the end thereof the following new sentence:


 


“The Term A Loans shall be used to refinance the Outstanding Amount of
the Term B Loans as of the First Amendment Effective Date in full, pay related
fees and expenses and, thereafter, for general corporate purposes.”


 


(r)                                    Section 6.14 of the Credit Agreement is
hereby amended in full to read as follows: 
“6.14  [INTENTIONALLY OMITTED]”.


 


(s)                                  Section 7.06(d) of the Credit Agreement is
hereby amended in full to read as follows:


 


“(d)                           the
Borrower may make Restricted Payments so long as (1) no Default is
continuing or would result therefrom, (2) the Material Debt Documents then
outstanding would permit such Restricted Payment, and (3) if, after giving
effect thereto, either (A) the Senior Leverage Ratio would be less than
1.50:1.00 or (B) the aggregate amount of such Restricted Payments would be
less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to
100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any
of its Equity Interest remaining after making the mandatory prepayment required
pursuant to Section 2.05(b)(iii) and not used to make any
Investments or other Restricted Payments; and”


 


(t)                                    Section 7.15(a) of the Credit Agreement is
hereby amended by replacing the reference to “Section 7.06(e)”
therein with the phrase “clause (d) or (e) of Section 7.06”.


 


8





















 


(u)                                 Section 7.16 of the Credit Agreement is
hereby amended by inserting immediately before the period at the end thereof “,
other than any termination thereof in connection with the payment in full of
all Obligations thereunder”.


 


SECTION 2.                                Consent
and Waiver. Upon, and subject to, the satisfaction of the conditions
precedent set forth in Section 4 below, the Lenders hereby consent and agree to release and terminate the
existing Mortgage with respect to the Mortgaged Property in Minnesota,
authorize the Administrative Agent to effect such release and termination and
waive any requirements in the Loan Documents requiring a Mortgage on such
property.


 


SECTION 3.                                Effectiveness.
This Amendment, other than the amendments contemplated by Section 1
and the consent and waiver contemplated in Section 2, shall become
effective and in full force and effect upon the Administrative Agent’s receipt
of counterparts of this Amendment by the Borrower, each Revolving Credit Lender
and Term A Lenders providing aggregate Term A Commitments of at least $270,000,000
or, as to any of the foregoing parties, advice satisfactory to the
Administrative Agent that each of the foregoing parties has executed this
Amendment.


 


SECTION 4.                                Conditions
of Effectiveness of Amendments. The amendments to the Credit Agreement set
forth in Section 1 and the consent and waiver contemplated in Section 2
shall become effective on the date (the “First Amendment Effective Date”) when each of
the following conditions set forth in this Section 4 shall have
been satisfied:


 


(a)                                  Execution of Counterparts.  The Administrative Agent shall have received
counterparts of (i) this Amendment executed by (A) the Borrower, (B) the
Administrative Agent, (C) each Revolving Credit Lender, and (D) Term
A Lenders providing Term A Commitments in an aggregate amount equal to
$270,000,000 or, as to any of the foregoing parties, advice satisfactory to the
Administrative Agent that each of the foregoing parties has executed this
Amendment and, if applicable, provided such Term A Commitments, (ii) the
consent attached hereto (the “Consent”) executed by each Guarantor and (iii) the fee letter
agreement dated April 11, 2005 (the “Fee Letter”) executed by the Borrower and
the other parties thereto.


 


(b)                                 Collateral Matters.  All documents, instruments and agreements,
including, without limitation, amendments or restatements of existing Mortgages
(other than with respect to the existing Mortgaged Property in Minnesota) and
legal opinions, that are necessary or desirable to carry out more effectively
the purposes of the Loan Documents shall have been duly executed, delivered and
filed, and all other action with respect to the creation, validity,
ratification, confirmation, maintenance and perfection of all security
interests created or intended to be created under the Loan Documents and the
first priority nature thereof (subject to Specified Statutory Liens and, in the
case of Mortgaged Properties only, Liens permitted under Section 7.01(g))
shall have been taken.


 


(c)                                  Payment of Fees and Expenses.  The Borrower shall have paid (i) all
reasonable fees and expenses (including the reasonable fees and expenses of
Shearman & Sterling LLP) incurred by the Arranger and the
Administrative Agent in connection with the preparation, negotiation and
execution of this Amendment (including, without limitation, in


 


9





















 


connection with the syndication of the Term A Facility) or otherwise
required to be paid in connection with this Amendment and (ii) all other
fees and expenses required to be paid under the Loan Documents and remaining
outstanding on or prior to the date of this Amendment (including fees and
expenses of counsel), in each case, for which the invoice for such fees and
expenses shall have been presented to the Borrower.


 


(d)                                 Evidence of Debt.  Each Term A Lender shall have received, if
requested, one or more Term A Notes payable to the order of such Lender duly
executed by the Borrower, in substantially the form of Exhibit A
attached hereto, evidencing the Term A Loans of such Term A Lender.


 


(e)                                  Term B Lenders.  The Borrower shall have paid to each of the
Term B Lenders an amount equal to the Outstanding Amount of the Term B Loans
held by such Term B Lender, together with all accrued but unpaid interest to
the First Amendment Effective Date on such Term B Loans, any amounts payable in
connection such prepayment under the Loan Documents and any other unpaid
amounts due and owing to each such Term B Lender under the Loan Documents.


 


(f)                                    Resolutions.  The Administrative Agent shall have received
certified copies of (i) the resolutions of the Board of Directors of (A) the
Borrower evidencing approval of this Amendment and all matters and transactions
contemplated hereby and (B) each Guarantor evidencing approval of the
Consent and the matters and transactions contemplated hereby and thereby and (ii) all
documents evidencing other necessary corporate action and governmental and
other material third party approvals and consents, if any, with respect to this
Amendment, the Consent and the matters and transactions contemplated hereby and
thereby.


 


(g)                                 Certificates.  The Administrative Agent shall have received
a certificate of the Secretary or an Assistant Secretary (or another
Responsible Officer) of the Borrower and each other Loan Party certifying (i) the
names and true signatures of the officers of the Borrower and such other Loan
Party authorized to sign this Amendment and the Consent and the other documents
to be delivered hereunder and thereunder, (ii) that no authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body, or any third party to any agreements and
instruments of any Loan Party, is required for the due execution, delivery or
performance by the Loan Parties of this Amendment and the Consent, (iii) the
representations and warranties contained in Section 5 of this
Amendment are true and correct in all material respects (except to the extent
that such representations and warranties specifically refer to an earlier date,
in which case they shall be true and correct as of such earlier date) and (iv) no
Default has occurred and is continuing or would result from this Amendment and
the matters and transactions contemplated hereby.


 


(h)                                 Legal Opinions.  Opinions of (i) Jones Day, counsel for
the Loan Parties, addressed to the Administrative Agent and each Lender, in
form and substance reasonably satisfactory to the Administrative Agent, which
shall include, among other things, opinions as to the continuing validity of
the liens on, and security interests in, the Collateral created pursuant to the
Loan Documents and the perfection of such liens and security interests and (ii) in-house
counsel of the Loan Parties, addressed to the Administrative Agent and each
Lender, in form and substance reasonably satisfactory to the Administrative
Agent.


 


10





















 


(i)                                     Authorizations.  All governmental authorizations and all third
party consents and approvals necessary in connection with the Amendment and the
transactions contemplated hereby shall have been obtained (without the
imposition of any conditions that are not acceptable to the Lenders) and shall
remain in effect; and no Law shall be applicable in the judgment of the
Lenders, in each case that restrains, prevents or imposes materially adverse
conditions upon the Amendment and the transactions contemplated hereby or the
rights of the Loan Parties or their Subsidiaries freely to transfer or
otherwise dispose of, or to create any Lien on, any properties now owned or
hereafter acquired by any of them, except as may be required in connection with
the disposition of any portion of the Security Collateral (as defined in the
Security Agreement) by laws affecting the offering and sale of securities generally
and the taking of the actions described in Section 4(d) of the
Security Agreement with respect to Assignable Government Contract Claims.


 


(j)                                     Legal Details, Etc.  All documents executed or submitted pursuant
hereto or contemplated hereby shall be reasonably satisfactory in form and
substance to the Arranger, the Administrative Agent and Shearman &
Sterling LLP, as counsel to the Arranger and the Administrative Agent.


 


(k)                                  Conditions to Credit Extensions.  All conditions precedent set forth in Section 4.02
of the Credit Agreement shall have been satisfied and each of the
representations and warranties contained in Section 5 shall be true
and correct in all material respects.


 


SECTION 5.                                Representations and
Warranties.  The Borrower represents
and warrants as follows:


 


(a)                                  The execution, delivery and
performance by each Loan Party of this Amendment and any other documents,
instruments and agreements in connection herewith, and the consummation of the
transactions contemplated hereby and thereby, are within such Loan Party’s
corporate or other organizational powers, have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (i) contravene
the terms of any of such Person’s Organization Documents; (ii) conflict
with or result in any breach or contravention of, or require any payment (other
than the payment required to be made pursuant to this Amendment and the Fee
Letter) to be made under (A) any Contractual Obligation to which such
Person is a party or affecting such Person or the properties of such Person or
any of its Subsidiaries or (B) any order, injunction, writ or decree of
any Governmental Authority or any arbitral award to which such Person or its
property is subject; (iii) violate any Law; or (iv) result in the
creation of any Lien other than a Lien expressly permitted under Section 7.01
of the Credit Agreement.


 


(b)                                 No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with (i) the execution, delivery or performance by, or
enforcement against, any Loan Party of this Amendment or any other Loan
Document or Material Debt Document, or for the consummation of the transactions
contemplated hereby, (ii) the grant by any Loan Party of the Liens granted
by it pursuant to the Collateral Documents, (iii) the perfection or
maintenance of the Liens created under the Collateral Documents (including the
first priority (subject to Specified Statutory Liens and, in the case of
Mortgaged Properties only,


 


11





















 


Liens permitted under Section 7.01(g)) nature thereof) or (iv) the
exercise by any Agent or any Lender of its rights under this Amendment or any
other Loan Document or the remedies in respect of the Collateral pursuant to
the Collateral Documents.


 


(c)                                  This Amendment and the Consent
have been duly executed and delivered by each Loan Party that is party
hereto.  This Amendment constitutes, and
each other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that
is party thereto in accordance with its terms.


 


(d)                                 No Default has occurred and is
continuing or will occur as a result of the transactions contemplated by this
Amendment (including the Credit Extension proposed hereunder and the
application of the proceeds therefrom), and such transactions are permitted
under the Material Debt Documents and the Borrower has complied with all
requirements thereunder, if any, in connection with such transactions.


 


SECTION 6.                                Reference to and
Effect on the Credit Agreement and the Loan Documents.  (a)  On and after the effectiveness of
this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof” or words of like import referring to the Credit Agreement, and each
reference in the Notes and each of the other Loan Documents to “the Credit
Agreement”, “thereunder”, “thereof” or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment.


 


(b)                                 The Credit Agreement, the Notes
and each of the other Loan Documents, as specifically amended by this Amendment
(and as contemplated to be amended, modified, supplemented, restated,
substituted or replaced by this Amendment) are and shall continue to be in full
force and effect and is hereby in all respects ratified and confirmed.  Without limiting the generality of the foregoing,
the Collateral Documents and all of the Collateral described therein do and
shall continue to secure the payment of all Obligations of the Loan Parties
under the Loan Documents, in each case, as amended by this Amendment (and as
contemplated to be amended, modified, supplemented, restated, substituted or
replaced by this Amendment).


 


(c)                                  The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver
of any provision of any of the Loan Documents. 
On and after the effectiveness of this Amendment, this Amendment shall
for all purposes constitute a Loan Document.


 


SECTION 7.                                Costs and Expenses.  The Borrower agrees that all costs and
expenses of the Administrative Agent in connection with the preparation,
execution, delivery and administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder or
in connection herewith (including, without limitation, the reasonable fees and
expenses of counsel for the Administrative Agent), are costs and expenses that
the Borrower is required to pay or reimburse pursuant to Section 10.04
of the Credit Agreement.


 


12





















 


SECTION 8.                                Execution in
Counterparts.  This Amendment may be
executed in any number of counterparts and by different 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 but one and the same
agreement.  Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Amendment.


 


SECTION 9.                                Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.


 


 


[The remainder of
this page is intentionally left blank]


 


13





















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.


 


	
   

  	
  ALLIANT
  TECHSYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Keith D. Ross

  
	
   

  	
   

  	
  Name:

  	
  Keith
  D. Ross

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President, General

  Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Eric S. Rangen

  
	
   

  	
   

  	
  Name:

  	
  Eric
  S. Rangen

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.,

  
	
   

  	
  as
  Administrative Agent and as Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Kenneth J. Beck

  
	
   

  	
   

  	
  Name:

  	
  Kenneth
  J. Beck

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.,

  
	
   

  	
  as
  Lender, L/C Issuer and Swing Line Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Kenneth J. Beck

  
	
   

  	
   

  	
  Name:

  	
  Kenneth
  J. Beck

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CALYON
  NEW YORK BRANCH,

  
	
   

  	
  as
  L/C Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  James Gibson

  
	
   

  	
   

  	
  Name:

  	
  James
  Gibson

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Scott R. Chappelka

  
	
   

  	
   

  	
  Name:

  	
  Scott
  R. Chappelka

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 





















 


	
   

  	
  U.S.
  Bank National Association,

  
	
   

  	
  as
  L/C Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Karen Weathers

  
	
   

  	
   

  	
  Name:

  	
  Karen
  Weathers

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMorgan
  Chase Bank, N.A., successor by merger

  
	
   

  	
  to
  JP Morgan Chase Bank

  
	
   

  	
  as
  Lender and L/C Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Richard C. Smith

  
	
   

  	
   

  	
  Name:

  	
  Richard
  C. Smith

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


 





















 


	
   

  	
  Revolving Credit Lenders:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CALYON
  NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  James Gibson

  
	
   

  	
   

  	
  Name:

  	
  James
  Gibson

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Scott Chappelka

  
	
   

  	
   

  	
  Name:

  	
  Scott
  Chappelka

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT
  INDUSTRIEL ET COMMERCIAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Brian O’Leary

  
	
   

  	
   

  	
  Name:

  	
  Brian
  O’Leary

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Sean Mounier

  
	
   

  	
   

  	
  Name:

  	
  Sean
  Mounier

  
	
   

  	
   

  	
  Title:

  	
  First
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REGIONS
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Mark Burr

  
	
   

  	
   

  	
  Name:

  	
  Mark
  Burr

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President National Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK
  OF TOKYO-MITSUBISHI TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Chris Droussiotis

  
	
   

  	
   

  	
  Name:

  	
  Chris
  Droussiotis

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 





















 


	
   

  	
  THE
  BANK OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  John-Paul Marotta

  
	
   

  	
   

  	
  Name:

  	
  John-Paul
  Marotta

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUMITOMO
  MITSUI BANKING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Yoshihiro Hyakutome

  
	
   

  	
   

  	
  Name:

  	
  Yoshihiro
  Hyakutome

  
	
   

  	
   

  	
  Title:

  	
  Deputy
  General Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MIZUHO
  CORPORATE BANK, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Raymond Ventura

  
	
   

  	
   

  	
  Name:

  	
  Raymond
  Ventura

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UFJ
  BANK LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Russell Bohner

  
	
   

  	
   

  	
  Name:

  	
  Russell
  Bohner

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Brian P. Schwinn

  
	
   

  	
   

  	
  Name:

  	
  Brian
  P. Schwinn

  
	
   

  	
   

  	
  Title:

  	
  Duly
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALLIED
  IRISH BANKS PLC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Roisin O’Connell

  
	
   

  	
   

  	
  Name:

  	
  Roisin
  O’Connell

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Rima Terradista

  
	
   

  	
   

  	
  Name:

  	
  Rima
  Terradista

  
	
   

  	
   

  	
  Title:

  	
  SeniorVice
  President

  



 





















 


	
   

  	
  U.
  S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Karen Weathers

  
	
   

  	
   

  	
  Name:

  	
  Karen
  Weathers

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL
  CITY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Daniel R. Raynor

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  R. Raynor

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 





















 


	
   

  	
  Term A Lenders:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CALYON
  NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  James Gibson

  
	
   

  	
   

  	
  Name:

  	
  James
  Gibson

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Scott R. Chappelka

  
	
   

  	
   

  	
  Name:

  	
  Scott
  R. Chappelka

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT
  INDUSTRIEL ET COMMERCIAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Brian O’Leary

  
	
   

  	
   

  	
  Name:

  	
  Brian
  O’Leary

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Sean Mounier

  
	
   

  	
   

  	
  Name:

  	
  Sean
  Mounier

  
	
   

  	
   

  	
  Title:

  	
  First
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REGIONS
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Mark Burr

  
	
   

  	
   

  	
  Name:

  	
  Mark
  Burr

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President National Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK
  OF TOKYO-MITSUBISHI TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Chris Droussiotis

  
	
   

  	
   

  	
  Name:

  	
  Chris
  Droussiotis

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 





















 


	
   

  	
  THE
  BANK OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  John-Paul Marotta

  
	
   

  	
   

  	
  Name:

  	
  John-Paul
  Marotta

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUMITOMO
  MITSUI BANKING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Yoshihiro Hyakutome

  
	
   

  	
   

  	
  Name:

  	
  Yoshihiro
  Hyakutome

  
	
   

  	
   

  	
  Title:

  	
  Deputy
  General Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MIZUHO
  CORPORATE BANK, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Raymond Ventura

  
	
   

  	
   

  	
  Name:

  	
  Raymond
  Ventura

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  SUMITOMO TRUST & BANKING CO., LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Elizabeth A. Quirk

  
	
   

  	
   

  	
  Name:

  	
  Elizabeth
  A. Quirk

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Brian P. Schwinn

  
	
   

  	
   

  	
  Name:

  	
  Brian
  P. Schwinn

  
	
   

  	
   

  	
  Title:

  	
  Duly
  Authorized Signatory

  



 





















 


	
   

  	
  AIB
  DEBT MANAGEMENT LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Roisin O’Connell

  
	
   

  	
   

  	
  Name:

  	
  Roisin
  O’Connell

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Investment
  Advisor to AIB Debt

  
	
   

  	
  Management,
  Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Rima Terradista

  
	
   

  	
   

  	
  Name:

  	
  Rima
  Terradista

  
	
   

  	
   

  	
  Title:

  	
  SeniorVice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Investment
  Advisor to AIB Debt

  
	
   

  	
  Management,
  Limited

  
	
   

  	
   

  
	
   

  	
  U.
  S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Karen Weathers

  
	
   

  	
   

  	
  Name:

  	
  Karen
  Weathers

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL
  CITY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Daniel R. Raynor

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  R. Raynor

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 





















 


CONSENT


 


Dated as of May 5,
2005


 


Each of the undersigned, as Guarantor under the
Subsidiary Guaranty dated as of March 31, 2004 (the “Guaranty”), in favor
of the Administrative Agent and the Lenders parties to the Credit Agreement
referred to in the foregoing Amendment, hereby consents to such Amendment and
the transactions contemplated by such Amendment and hereby confirms and agrees
that (a) notwithstanding the effectiveness of such Amendment, the Guaranty
is, and shall continue to be, in full force and effect and is hereby ratified
and confirmed in all respects, except that, on and after the effectiveness of
such Amendment, each reference in the Guaranty to the “Credit Agreement”, “thereunder”,
“thereof” or words of like import shall mean and be a reference to the Credit
Agreement as amended by such Amendment, and (b) the Collateral Documents
to which such Guarantor is a party and all of the Collateral described therein
do, and shall continue to, secure the payment of all of the obligations to be
secured thereunder.


 


[The remainder of
this page is intentionally left blank]


 


 





















 


	
   

  	
  ALLIANT
  AMMUNITION AND POWDER COMPANY LLC

  
	
   

  	
  ALLIANT
  AMMUNITION SYSTEMS COMPANY LLC

  
	
   

  	
  ALLIANT
  HOLDINGS LLC

  
	
   

  	
  ALLIANT
  LAKE CITY SMALL CALIBER AMMUNITION COMPANY LLC

  
	
   

  	
  ALLIANT
  SOUTHERN COMPOSITES COMPANY LLC

  
	
   

  	
  AMMUNITION
  ACCESSORIES INC.

  
	
   

  	
  ATK
  COMMERCIAL AMMUNITION COMPANY INC.

  
	
   

  	
  ATK
  ELKTON LLC

  
	
   

  	
  ATK
  MISSILE SYSTEMS COMPANY LLC

  
	
   

  	
  ATK
  ORDNANCE AND GROUND SYSTEMS LLC

  
	
   

  	
  ATK
  TACTICAL SYSTEMS COMPANY LLC

  
	
   

  	
  COMPOSITE
  OPTICS, INCORPORATED

  
	
   

  	
  FEDERAL
  CARTRIDGE COMPANY

  
	
   

  	
  GASL,
  INC.

  
	
   

  	
  MICRO
  CRAFT INC.

  
	
   

  	
  MISSION
  RESEARCH CORPORATION

  
	
   

  	
  NEW
  RIVER ENERGETICS, INC.

  
	
   

  	
  ATK
  THIOKOL INC.

  
	
   

  	
  AEC
  – ABLE ENGINEERING COMPANY, INC.

  
	
   

  	
  PRESSURE
  SYSTEMS, INC.

  
	
   

  	
  PROGRAMMED
  COMPOSITES INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Keith D. Ross

  
	
   

  	
   

  	
  Name:

  	
  Keith
  D. Ross

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Secretary

  



 


 





















 


EXHIBIT A


 


FORM OF TERM A NOTE


 


	
  $

  	
   

  	
   

  	
   

  	
   

  	
  , 2005

  



 


FOR VALUE RECEIVED, the undersigned, Alliant
Techsystems Inc., a Delaware corporation (the “Borrower”),
hereby promises to pay to the order of                                           
or registered assigns (the “Lender”),
in accordance with the provisions of the Agreement (as hereinafter defined),
the principal amount of           
DOLLARS AND            CENTS
($         ) or, if less, the unpaid
principal amount of the Term A Loan made by the Lender to the Borrower under
that certain Credit Agreement, dated as of March 31, 2004 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to
time, the “Agreement”; the terms defined
therein being used herein as therein defined), among the Borrower, the Lenders
from time to time party thereto, Bank of America, N.A., as Administrative
Agent, the other Agents and the Arrangers.


 


The Borrower promises to pay interest on the aggregate
unpaid principal amount of the Term A Loan made by the Lender to the Borrower
under the Agreement from the date of such Loan until such principal amount is
paid in full, at such interest rates and at such times as provided in the
Agreement.  All payments of principal and
interest shall be made to the Administrative Agent for the account of the
Lender in Dollars in immediately available funds at the Administrative Agent’s
Office.  If any amount is not paid in
full when due hereunder, such unpaid amount shall bear interest, to be paid
upon demand, from the due date thereof until the date of actual payment (and
before as well as after judgment) computed at the per annum rate set forth in
the Agreement.


 


This Term A Note is one of the Term A Notes referred
to in the Agreement, is entitled to the benefits thereof and may be prepaid in
whole or in part subject to the terms and conditions provided therein.  This Term A Note is also entitled to the
benefits of the Guaranty and is secured by the Collateral.  Upon the occurrence and continuation of one
or more of the Events of Default specified in the Agreement, all amounts then
remaining unpaid on this Term A Note shall become, or may be declared to be,
immediately due and payable all as provided in the Agreement.  The Term A Loan made by the Lender shall be
evidenced by one or more loan accounts or records maintained by the Lender in
the ordinary course of business.  The
Lender may also attach schedules to this Term A Note and endorse thereon the
date, amount and maturity of its Loans and payments with respect thereto.


 


The Borrower, for itself, its successors and assigns,
hereby waives diligence, presentment, protest and demand and notice of protest,
demand, dishonor and non-payment of this Term A Note.


 


Except as provided in the Agreement, this Term A Note
may not be assigned by the Lender to any Person.


 


[THE REMAINDER OF
THIS PAGE IS INTENTIONALLY LEFT BLANK]


 





















 


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


	
   

  	
  ALLIANT TECHSYSTEMS
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


 





















 


LOANS AND PAYMENTS WITH RESPECT THERETO


 


	
  Date

  	
   

  	
  Type of

  Loan Made

  	
   

  	
  Amount of

  Loan Made

  	
   

  	
  End of

  Interest

  Period

  	
   

  	
  Amount of

  Principal or

  Interest Paid

  This Date

  	
   

  	
  Outstanding

  Principal

  Balance This

  Date

  	
   

  	
  Notation

  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 


 


 


 


 


 


 


 





















 


SCHEDULE 2.01