Exhibit
4.1


 




 





 


ALLIANT TECHSYSTEMS INC.,


 


as Issuer,


 


SUBSIDIARY GUARANTORS party hereto,


 


and


 


BNY MIDWEST TRUST COMPANY,


as Trustee


 










 


INDENTURE


 


Dated as of August 13, 2004


 










 


3.00% Convertible
Senior Subordinated Notes due 2024




 





 





















 


TABLE OF CONTENTS


 


	
  ARTICLE
  1

  DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  Section 1.01. Definitions

  	
   

  
	
  Section 1.02. Other Definitions.

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  2

  ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

  	
   

  
	
   

  	
   

  
	
  Section 2.01. Designation Amount and Issue
  of Notes

  	
   

  
	
  Section 2.02. Form of Notes

  	
   

  
	
  Section 2.03. Date and Denomination of
  Notes; Payments of Interest

  	
   

  
	
  Section 2.04. Execution of Notes

  	
   

  
	
  Section 2.05. Exchange and Registration of
  Transfer of Notes; Restrictions on Transfer

  	
   

  
	
  Section
  2.06. Mutilated, Destroyed, Lost or Stolen Notes

  	
   

  
	
  Section
  2.07. Temporary Notes

  	
   

  
	
  Section
  2.08. Cancellation of Notes

  	
   

  
	
  Section
  2.09. CUSIP Numbers

  	
   

  
	
   

  	
   

  
	
  ARTICLE 3

  REDEMPTION AND REPURCHASE OF NOTES

  	
   

  
	
   

  	
   

  
	
  Section
  3.01. Company’s Right to Redeem

  	
   

  
	
  Section
  3.02. Notice of Optional Redemption; Selection of Notes

  	
   

  
	
  Section
  3.03. Payment of Notes Called for Redemption by the Company

  	
   

  
	
  Section
  3.04. Conversion Arrangement on Call for Redemption

  	
   

  
	
  Section
  3.05. Repurchase of Notes by the Company at Option of Holders upon a
  Fundamental Change

  	
   

  
	
  Section
  3.06. Repurchase of Notes by the Company at Option of Holders on Specified
  Dates

  	
   

  
	
  Section
  3.07. Company’s Notification to the Trustee

  	
   

  
	
  Section
  3.08. Conditions and Procedures for Repurchase at Option of Holders

  	
   

  
	
  Section
  3.09. Final Maturity Notice

  	
   

  
	
   

  	
   

  
	
  ARTICLE 4

  INTEREST

  	
   

  
	
   

  	
   

  
	
  Section
  4.01. Contingent Interest

  	
   

  
	
  Section
  4.02. Payment of Contingent Interest

  	
   

  
	
  Section
  4.03. Contingent Interest Notification

  	
   

  
	
   

  	
   

  
	
  ARTICLE 5

  PARTICULAR COVENANTS OF THE COMPANY

  	
   

  
	
   

  	
   

  
	
  Section
  5.01. Payment of Principal and Interest

  	
   

  
	
  Section
  5.02. Maintenance of Office or Agency

  	
   

  
	
  Section
  5.03. Appointments to Fill Vacancies in Trustee’s Office

  	
   

  



 





















 


	
  Section
  5.04. Provisions as to Paying Agent

  	
   

  
	
  Section
  5.05. Existence

  	
   

  
	
  Section
  5.06. Rule 144A Information Requirement

  	
   

  
	
  Section
  5.07. Stay, Extension and Usury Laws

  	
   

  
	
  Section
  5.08. Compliance Certificate

  	
   

  
	
  Section
  5.09. Additional Amounts Notice

  	
   

  
	
  Section
  5.10. Contingent Debt Tax Treatment

  	
   

  
	
  Section
  5.11. Limitation on Senior Subordinated Indebtedness

  	
   

  
	
   

  	
   

  
	
  ARTICLE 6

  NOTEHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section
  6.01. Noteholders’ Lists

  	
   

  
	
  Section
  6.02. Preservation and Disclosure of Lists

  	
   

  
	
  Section
  6.03. Reports by Trustee

  	
   

  
	
  Section
  6.04. Reports by Company

  	
   

  
	
   

  	
   

  
	
  ARTICLE 7

  REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT

  	
   

  
	
   

  	
   

  
	
  Section
  7.01. Events of Default

  	
   

  
	
  Section
  7.02. Acceleration

  	
   

  
	
  Section
  7.03. Payments of Notes on Default; Suit Therefor

  	
   

  
	
  Section
  7.04. Other Remedies

  	
   

  
	
  Section
  7.05. Waiver of Past Defaults

  	
   

  
	
  Section
  7.06. Control by Majority

  	
   

  
	
  Section
  7.07. Limitation on Suits

  	
   

  
	
  Section
  7.08. Rights of Holders to Receive Payment

  	
   

  
	
  Section
  7.09. Collection Suit by Trustee

  	
   

  
	
  Section
  7.10. Trustee May File Proofs of Claim

  	
   

  
	
  Section
  7.11. Priorities

  	
   

  
	
  Section
  7.12. Undertaking for Costs

  	
   

  
	
  Section
  7.13. Remedies Cumulative and Continuing

  	
   

  
	
   

  	
   

  
	
  ARTICLE 8

  THE TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section
  8.01. Duties of Trustee

  	
   

  
	
  Section
  8.02. Rights of Trustee.

  	
   

  
	
  Section
  8.03. Individual Rights of Trustee.

  	
   

  
	
  Section
  8.04. Trustee’s Disclaimer

  	
   

  
	
  Section
  8.05. Notice of Default

  	
   

  
	
  Section
  8.06. Reports by Trustee to Holders

  	
   

  
	
  Section
  8.07. Compensation and Indemnity

  	
   

  
	
  Section
  8.08. Replacement of Trustee

  	
   

  
	
  Section
  8.09. Successor Trustee by Merger

  	
   

  
	
  Section
  8.10. Eligibility; Disqualification

  	
   

  
	
  Section
  8.11. Preferential Collection of Claims Against Company

  	
   

  



 


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  ARTICLE 9

  THE NOTEHOLDERS

  	
   

  
	
   

  	
   

  
	
  Section
  9.01. Action by Noteholders

  	
   

  
	
  Section
  9.02. Proof of Execution by Noteholders

  	
   

  
	
  Section
  9.03. Who Are Deemed Absolute Owners

  	
   

  
	
  Section
  9.04. Company-owned Notes Disregarded

  	
   

  
	
  Section
  9.05. Revocation of Consents, Future Holders Bound

  	
   

  
	
   

  	
   

  
	
  ARTICLE 10

  MEETINGS OF NOTEHOLDERS

  	
   

  
	
   

  	
   

  
	
  Section
  10.01. Purpose of Meetings

  	
   

  
	
  Section
  10.02. Call of Meetings by Trustee

  	
   

  
	
  Section
  10.03. Call of Meetings by Company or Noteholders

  	
   

  
	
  Section
  10.04. Qualifications for Voting

  	
   

  
	
  Section
  10.05. Regulations

  	
   

  
	
  Section
  10.06. Voting

  	
   

  
	
  Section
  10.07. No Delay of Rights by Meeting

  	
   

  
	
   

  	
   

  
	
  ARTICLE 11

  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  
	
  Section
  11.01. Supplemental Indentures Without Consent of Noteholders

  	
   

  
	
  Section
  11.02. Supplemental Indenture with Consent of Noteholders

  	
   

  
	
  Section
  11.03. Effect of Supplemental Indenture

  	
   

  
	
  Section
  11.04. Notation on Notes

  	
   

  
	
  Section
  11.05. Evidence of Compliance of Supplemental Indenture to Be Furnished to
  Trustee

  	
   

  
	
   

  	
   

  
	
  ARTICLE 12

  CONSOLIDATION, MERGER, CONVEYANCE AND LEASE

  	
   

  
	
   

  	
   

  
	
  Section
  12.01. When May Company Merge or Transfer Assets

  	
   

  
	
  Section
  12.02. Successor to Be Substituted

  	
   

  
	
   

  	
   

  
	
  ARTICLE 13

  SATISFACTION AND DISCHARGE OF INDENTURE

  	
   

  
	
   

  	
   

  
	
  Section
  13.01. Discharge of Indenture

  	
   

  
	
  Section
  13.02. Paying Agent to Repay Monies Held

  	
   

  
	
  Section
  13.03. Return of Unclaimed Monies

  	
   

  
	
   

  	
   

  
	
  ARTICLE 14

  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

  	
   

  
	
   

  	
   

  
	
  Section
  14.01. Indenture, Notes and Subsidiary Guarantees Solely Corporate
  Obligations

  	
   

  
	
   

  	
   

  
	
  ARTICLE 15

  CONVERSION OF NOTES

  	
   

  
	
   

  	
   

  
	
  Section
  15.01. Right to Convert

  	
   

  



 


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  Section
  15.02. Exercise of Conversion Privilege; Issuance of Common Stock on
  Conversion; No Adjustment for Interest or Dividends; Settlement of Cash or
  Common Stock Upon Conversion

  	
   

  
	
  Section
  15.03. Cash Payments in Lieu of Fractional Shares

  	
   

  
	
  Section
  15.04. Conversion Rate

  	
   

  
	
  Section
  15.05. Adjustment of Conversion Rate

  	
   

  
	
  Section
  15.06. Effect of Reclassification, Consolidation, Merger or Sale

  	
   

  
	
  Section
  15.07. Taxes on Shares Issued

  	
   

  
	
  Section
  15.08. Reservation of Shares, Shares to Be Fully Paid; Compliance with
  Governmental Requirements; Listing of Common Stock

  	
   

  
	
  Section
  15.09. Responsibility of Trustee

  	
   

  
	
  Section
  15.10. Notice to Holders Prior to Certain Actions

  	
   

  
	
  Section
  15.11. Stockholder Rights Plans

  	
   

  
	
   

  	
   

  
	
  ARTICLE 16

  SUBORDINATION

  	
   

  
	
   

  	
   

  
	
  Section
  16.01. Agreement to Subordinate

  	
   

  
	
  Section
  16.02. Liquidation, Dissolution, Bankruptcy

  	
   

  
	
  Section
  16.03. Default on Senior Indebtedness

  	
   

  
	
  Section
  16.04. Acceleration of Payment of Notes

  	
   

  
	
  Section
  16.05. When Distribution Must Be Paid Over

  	
   

  
	
  Section
  16.06. Subrogation

  	
   

  
	
  Section
  16.07. Relative Rights

  	
   

  
	
  Section
  16.08. Subordination May Not Be Impaired by Company

  	
   

  
	
  Section
  16.09. Rights of Trustee and Paying Agent

  	
   

  
	
  Section
  16.10. Distribution or Notice to Representative

  	
   

  
	
  Section
  16.11. Article 16 Not to Prevent Events of Default or Limit Right to
  Accelerate

  	
   

  
	
  Section
  16.12. Trust Monies Not Subordinated

  	
   

  
	
  Section
  16.13. Trustee Entitled to Rely

  	
   

  
	
  Section
  16.14. Trustee to Effectuate Subordination

  	
   

  
	
  Section
  16.15. Trustee Not Fiduciary for Holders of Senior Indebtedness

  	
   

  
	
  Section
  16.16. Reliance by Noteholders of Senior Indebtedness on Subordination
  Provisions

  	
   

  
	
   

  	
   

  
	
  ARTICLE 17

  SUBSIDIARY GUARANTEES

  	
   

  
	
   

  	
   

  
	
  Section
  17.01. Subsidiary Guarantors

  	
   

  
	
  Section
  17.02. Subsidiary Guarantees

  	
   

  
	
  Section
  17.03. Limitation on Liability

  	
   

  
	
  Section
  17.04. Successors and Assigns

  	
   

  
	
  Section
  17.05. No Waiver

  	
   

  
	
  Section
  17.06. Modification

  	
   

  
	
  Section
  17.07. Execution of Subsidiary Guarantee for Future Subsidiary Guarantors

  	
   

  
	
  Section
  17.08. Non-Impairment

  	
   

  
	
   

  	
   

  
	
  ARTICLE 18

  SUBORDINATION OF THE SUBSIDIARY GUARANTEES

  	
   

  
	
   

  	
   

  
	
  Section
  18.01. Agreement to Subordinate

  	
   

  



 


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  Section
  18.02. Liquidation, Dissolution, Bankruptcy

  	
   

  
	
  Section
  18.03. Default on Designated Senior Indebtedness of a Subsidiary Guarantor

  	
   

  
	
  Section
  18.04. Demand for Payment

  	
   

  
	
  Section
  18.05. When Distribution Must Be Paid Over

  	
   

  
	
  Section
  18.06. Subrogation

  	
   

  
	
  Section
  18.07. Relative Rights

  	
   

  
	
  Section
  18.08. Subordination May Not Be Impaired by a Subsidiary Note Guarantor

  	
   

  
	
  Section
  18.09. Rights of Trustee and Paying Agent

  	
   

  
	
  Section
  18.10. Distribution or Notice to Representative

  	
   

  
	
  Section
  18.11. Article 18 Not to Prevent Events of Default or Limit Right to
  Accelerate

  	
   

  
	
  Section
  18.12. Trustee Entitled to Rely

  	
   

  
	
  Section
  18.13. Trustee to Effectuate Subordination

  	
   

  
	
  Section
  18.14. Trustee Not Fiduciary for Holders of Senior Indebtedness of a
  Subsidiary Guarantor

  	
   

  
	
  Section
  18.15. Reliance by Noteholders of Senior Indebtedness of a Subsidiary
  Guarantor on Subordination Provisions

  	
   

  
	
  Section
  18.16. Trust Monies Not Subordinated

  	
   

  
	
   

  	
   

  
	
  ARTICLE 19

  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  
	
  Section
  19.01. Provisions Binding on Company’s Successors

  	
   

  
	
  Section
  19.02. Official Acts by Successor Corporation

  	
   

  
	
  Section
  19.03. Addresses for Notices, Etc

  	
   

  
	
  Section
  19.04. Governing Law

  	
   

  
	
  Section
  19.05. Evidence of Compliance with Conditions Precedent, Certificates to
  Trustee

  	
   

  
	
  Section
  19.06. Legal Holidays

  	
   

  
	
  Section
  19.07. Company Responsible for Making Calculations

  	
   

  
	
  Section
  19.08. Trust Indenture Act

  	
   

  
	
  Section
  19.09. No Security Interest Created

  	
   

  
	
  Section
  19.10. Benefits of Indenture

  	
   

  
	
  Section
  19.11. Table of Contents, Headings, Etc.

  	
   

  
	
  Section
  19.12. Authenticating Agent

  	
   

  
	
  Section
  19.13. Execution in Counterparts

  	
   

  
	
  Section
  19.14. Severability

  	
   

  
	
   

  	
   

  
	
  Exhibit A:

  	
  Form of Note

  	
   

  
	
  Exhibit B:

  	
  Form of Subsidiary Guarantee

  	
   

  
	
  Schedule I:

  	
  List of Subsidiary Guarantors

  	
   

  
	
  Schedule
  II:

  	
  Number
  of Additional Shares

  	
   

  



 


v





















 


INDENTURE


 


INDENTURE dated as of
August 13, 2004, among Alliant Techsystems Inc., a Delaware corporation
(hereinafter called the “Company”), the
Subsidiary Guarantors listed on Schedule I hereto and BNY Midwest Trust
Company, an Illinois trust company, as trustee hereunder (hereinafter called
the “Trustee”).


 


WITNESSETH:


 


WHEREAS, for its lawful
corporate purposes, the Company has duly authorized the issue of its 3.00%
Convertible Senior Subordinated Notes due 2024 (hereinafter called the “Notes”), with the Subsidiary Guarantees (as defined herein)
by the Subsidiary Guarantors, in an aggregate principal amount not to exceed
$200,000,000, and, to provide the terms and conditions upon which the Notes are
to be authenticated, issued and delivered, the Company has duly authorized the
execution and delivery of this Indenture; and


 


WHEREAS, the Notes, the
certificate of authentication to be borne by the Notes, a form of assignment, a
form of fundamental change repurchase election, a form of Company repurchase
election and a form of conversion notice to be borne by the Notes are to be
substantially in the forms hereinafter provided for; and


 


WHEREAS, all acts and
things necessary to make the Notes, when executed by the Company and
authenticated and delivered by the Trustee or a duly authorized authenticating
agent, and the Subsidiary Guarantees, when executed and delivered by the
Subsidiary Guarantors, in each case in accordance with the terms of this
Indenture, the valid, binding and legal obligations of the Company and the
Subsidiary Guarantors, and to constitute this Indenture a valid agreement
according to its terms, have been done and performed, and the execution of this
Indenture and the issue hereunder of the Notes and the Subsidiary Guarantees
have in all respects been duly authorized; and all acts and things necessary to
duly authorize the issuance of the Common Stock of the Company initially
issuable upon conversion of the Notes, and to duly reserve for issuance the
number of shares of Common Stock initially issuable upon such conversion, have
been done;


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


That in order to declare
the terms and conditions upon which the Notes are, and are to be,
authenticated, issued and delivered, and the Subsidiary Guarantees are, and are
to be, executed and delivered, and in consideration of the premises and of the
purchase and acceptance of the Notes and the Subsidiary Guarantees by the
holders thereof, the Company and the Subsidiary Guarantors covenant and agree
with the Trustee for the equal and proportionate benefit of the respective
holders from time to time of the Notes (except as otherwise provided below), as
follows:


 


ARTICLE 1

DEFINITIONS


 


Section 1.01.  Definitions.  The terms defined in this Section 1.01
(except as herein otherwise expressly provided) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section 1.01. 
All other


 





















 


terms used in this
Indenture that are defined in the Trust Indenture Act or which are by reference
therein defined in the Securities Act (except as herein otherwise expressly
provided or unless the context otherwise requires) shall have the meanings
assigned to such terms in the Trust Indenture Act and in the Securities Act as
in force at the date of the execution of this Indenture.  The words “herein”,
“hereof”, “hereunder”
and words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other Subdivision.  The terms defined in this Article include the
plural as well as the singular.


 


“Additional
Amounts” has the meaning specified for “Additional Amounts” in
Section 3(a) of the Registration Rights Agreement.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person.  For the purposes
of this definition, “control”, when
used with respect to any specified Person means the power to direct or cause
the direction of the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise, and the terms “controlling”
and “controlled” have meanings correlative
to the foregoing.


 


“Applicable
Five-Day Trading Period” means, with respect to any Interest Period
as to which Contingent Interest may be payable, the five Trading Days ending on
the third trading day immediately preceding the first day of such Interest
Period.


 


“Bank
Indebtedness” means any and all amounts payable under or in respect
of the Credit Agreement and any refinancing indebtedness (including, without
limitation, any renewals, replacements, refundings, restatements, substitutions
or any other refinancings of any kind) with respect thereto that may be
incurred from time to time (whether before or after termination of the Credit
Agreement) (including increasing the amount available for borrowing thereunder
and including refinancings with the same or different lenders or agents), as
amended, modified or supplemented from time to time, including principal,
premium, if any, interest (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to the Company
whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, guarantees
and all other amounts payable thereunder or in respect thereof.


 


“Bankruptcy
Custodian” means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.


 


“Bankruptcy
Law” means Title 11, United States Code, or any similar Federal
or state law for the relief of debtors.


 


“Board of
Directors” means the Board of Directors of the Company or a
committee of such Board duly authorized to act for it hereunder.


 


“Business Day”
means any day, other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which commercial banks are authorized or required by law,
regulation or executive order to close in The City of New York.


 


2





















 


“capital
stock” of any Person means any and all shares (including ordinary
shares of american depositary shares), interests, participations or other
equivalents however designated of corporate stock or other equity
participations, including partnership interests, whether general or limited, of
such Person and any rights (other than debt securities convertible or
exchangeable into an equity interest), warrants or options to acquire an equity
interest in such Person.


 


“cash”
means U.S. legal tender.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Commission”
means the Securities and Exchange Commission, or, if at any time after the
execution of this Indenture such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.


 


“Common Stock”
means any stock of any class of the Company which has no preference in respect
of dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company and which is not subject
to redemption by the Company.  Subject to
the provisions of Section 15.06, however, shares issuable on conversion of
Notes shall include only shares of the class designated as common stock of the
Company at the date of this Indenture (namely, the Common Stock, par value
$0.01 per share, of the Company) or shares of any class or classes resulting
from any reclassification or reclassifications thereof and which have no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which are not subject to redemption by the Company; provided that if at any
time there shall be more than one such resulting class, the shares of each such
class then so issuable on conversion shall be substantially in the proportion
which the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.


 


“Company”
means the corporation named as the “Company” in the
first paragraph of this Indenture, and, subject to the provisions of Article 12
and Section 15.06, shall include its successors and assigns.


 


“Conversion
Agent” means the Trustee or such other office or agency designated
by the Company where Notes may be presented for conversion.


 


“Conversion
Price” as of any day means $1,000 divided by the Conversion Rate as
of such date and rounded to the nearest cent. 
The Conversion Price shall initially be $79.75 per share of Common
Stock.


 


“Corporate
Trust Office” or other similar term, means the designated office of
the Trustee at which at any particular time its corporate trust business as it
relates to this Indenture shall be administered, which office is, at the date
as of which this Indenture is dated, located at BNY Midwest Trust Company, 2
North LaSalle Street, Suite 1020, Chicago, Illinois 60602, Attention: Corporate
Trust Department.


 


“Credit
Agreement” means the Credit Agreement, dated as of March 31, 2004,
among the Company; Bank of America, N.A., as administrative agent; the lenders
from time to time parties thereto; the swing line lender as identified therein;
Credit Lyonnais New York Branch, as


 


3





















 


syndication agent; The
Bank of New York, U.S. Bank National Association, and National City Bank, as
co-documentation agents; Banc of America Securities LLC and Credit Lyonnais New
York Branch, as joint lead arrangers; and Banc of America Securities LLC as
sole bookrunning manager, as amended, restated, supplemented, waived, replaced,
whether or not upon termination, and whether with the original lenders or
otherwise, refinanced, restructured or otherwise modified from time to time.


 


“Current
Market Price” per share of Common Stock means, with respect to any
date of determination, the average of the Last Reported Sale Price for the 10
consecutive Trading Days from and including the Ex-Dividend Date with respect
to the issuance or distribution requiring such computation.  If another issuance or distribution to which
Section 15.05 applies occurs during the period applicable for calculating “Current Market Price” pursuant to this definition, “Current Market Price” shall be calculated for such period in
a manner determined by the Board of Directors to reflect the impact of such
issuance, distribution, subdivision or combination on the Last Reported Sale
Price of the Common Stock during such period.


 


“Custodian”
means BNY Midwest Trust Company, as custodian with respect to the Notes in
global form, or any successor entity thereto.


 


“Default”
means any event that is, or after notice or passage of time, or both, would be,
an Event of Default.


 


“Depositary”
means, the clearing agency registered under the Exchange Act that is designated
to act as the Depositary for the Global Notes. 
The Depository Trust Company shall be the initial Depositary, until a
successor shall have been appointed and become such pursuant to the applicable
provisions of this Indenture, and thereafter, “Depositary”
shall mean or include such successor.


 


“Designated
Senior Indebtedness” of the Company means (a) the Bank
Indebtedness and (b) any other Senior Indebtedness of the Company that, at
the date of determination, has an aggregate principal amount outstanding of, or
under which, at the date of determination, the holders thereof are committed to
lend up to, at least $25,000,000 and is specifically designated by the Company
in the instrument evidencing or governing such Senior Indebtedness as “Designated Senior Indebtedness” for purposes of this
Indenture.  “Designated
Senior Indebtedness” of a Subsidiary Guarantor has a correlative
meaning.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, as in effect from time to time.


 


“Ex-Dividend
Date” means, with respect to any issuance or distribution on shares
of Common Stock, the first date on which the shares of Common Stock trade
regular way on the principal securities market on which the shares of Common
Stock are then traded without the right to receive such issuance or
distribution.


 


“Fundamental
Change” means the occurrence of any of the following:


 


(i)            any “person” (as such term is used
in Sections 13(d) of the Exchange Act) other than the Company, its
subsidiaries or the Company’s or its subsidiaries’ employee benefit plans, is
or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5
under the Exchange


 


4





















 


Act, except that for
purposes of this clause (i) such person shall be deemed to have “beneficial
ownership” of all shares that any such person has the right to acquire),
directly or indirectly, of more than 50% of the total voting power of the
Voting Stock of the Company and (for the purposes of this clause (i), a
person shall be deemed to beneficially own any Voting Stock of an entity held
by any other entity (the “parent entity”), if such other person is the
beneficial owner (as defined in this clause (i)), directly or indirectly,
of more than 50% of the voting power of the Voting Stock of the parent entity);


 


(ii)           during any period of two consecutive
years, individuals who at the beginning of such period constituted the Board of
Directors of the Company (together with any new directors whose election by
such Board of Directors of the Company or whose nomination for election by the
stockholders of the Company was approved by a vote of a majority of the
directors of the Company then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors of the Company then in office;


 


(iii)          the adoption of a plan relating to the
liquidation or dissolution of the Company; or


 


(iv)          the merger or consolidation of the
Company with or into another Person or the merger of another Person with or
into the Company, or the sale of all or substantially all the assets of the
Company to another Person, and, in the case of any such merger, consolidation
or sale, the securities of the Company that are outstanding immediately prior
to such transaction and which represent 100% of the aggregate voting power of
the Voting Stock of the Company are changed into or exchanged for cash,
securities or property, unless pursuant to such transaction such securities are
changed into or exchanged for, in addition to any other consideration,
securities of the surviving Person or transferee that represent, immediately
after such transaction, at least a majority of the aggregate voting power of
the Voting Stock of the surviving Person or transferee.


 


“Guarantee”
means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Indebtedness or other obligation of any other
Person and any obligation, direct or indirect, contingent or otherwise, of such
Person (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation of such other Person
(whether arising by virtue of partnership arrangements, or by agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay,
or to maintain financial statement conditions or otherwise) or (b) entered
into for purposes of assuring in any other manner the obligee of such
Indebtedness or other obligation of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part); provided,
however, that the term “Guarantee”
shall not include endorsements for collection or deposit in the ordinary course
of business.  The term “Guarantee” used as a verb has a corresponding meaning.  The term “Guarantor” shall mean any Person
Guaranteeing any obligation.


 


“Incur”
means issue, assume, Guarantee, incur or otherwise become liable for; provided,
however, that any Indebtedness or capital stock of a Person existing at
the time such Person becomes a Subsidiary (whether by merger, consolidation,
acquisition or otherwise) shall be deemed to be Incurred by such Person at the
time it becomes a Subsidiary.  The term “Incurrence” when used as a noun shall have a correlative
meaning.  The accretion of principal


 


5





















 


of a non-interest bearing
or other discount security shall not be deemed the Incurrence of Indebtedness.


 


“Indebtedness”
means, with respect to any Person on any date of determination, without
duplication, the principal or face amount of (i) all obligations for borrowed
money, (ii) all obligations evidenced by notes, notes or other similar
instruments, (iii) all obligations in respect of letters of credit or bankers
acceptances or similar instruments (or reimbursement obligations with respect
thereto), (iv) all obligations to pay the deferred purchase price of property
or services, (v) all obligations as lessee which are capitalized in accordance
with generally accepted accounting principles, and (vi) all Indebtedness of
others guaranteed by such Person or any of its Subsidiaries or for which such
Person or any of its Subsidiaries is legally responsible or liable (whether by
agreement to purchase indebtedness of, or to supply funds or to invest in,
others).


 


“Indenture”
means this instrument as originally executed or, if amended or supplemented as
herein provided, as so amended or supplemented.


 


“Interest”
means, when used with reference to the Notes, any interest payable under the
terms of the Notes, including Contingent Interest, if any, and Additional
Amounts, if any, payable under the terms of the Registration Rights Agreement.


 


“Interest
Payment Date” means February 15 and August 15 of each year,
commencing February 15, 2005.


 


“Interest
Period” means (i) with respect to the first interest period, the
period from the first Original Issuance Date of the Notes to and including
February 14, 2005 and (ii) thereafter, any six-month period from February 15 to
and including August 14 and from August 15 to and including February 14,
commencing on or after February 15, 2005 and ending before the Stated Maturity,
except that with respect to the first period for which Contingent Interest is
payable, such period shall be from August 20, 2014 to and including February
14, 2015.


 


“Last
Reported Sale Price” of the Common Stock (or the Public Acquirer
Common Stock, as applicable) on any date means the closing sale price per share
(or if no closing sale price is reported, the average of the bid and asked
prices or, if more than one in either case, the average of the average bid and
the average asked prices) on that date as reported in composite transactions
for the principal U.S. securities exchange on which the Common Stock (or the
Public Acquirer Common Stock, as applicable) is traded or, if the Common Stock
(or the Public Acquirer Common Stock, as applicable) is not listed on a U.S.
national or regional securities exchange, as reported by the Nasdaq National
Market.  If the Common Stock (or the Public
Acquirer Common Stock, as applicable) is not listed for trading on a U.S.
national or regional securities exchange and not reported by the Nasdaq
National Market on the relevant date, the “Last Reported Sale Price” will be
the last quoted bid price for the Common Stock (or the Public Acquirer Common
Stock, as applicable) in the over-the-counter market on the relevant date as
reported by the National Quotation Bureau Incorporated or similar
organization.  If the Common Stock (or
the Public Acquirer Common Stock, as applicable) is not so quoted, the “Last
Reported Sale Price” will be the average of the mid-point of the last bid and
asked prices for the Common Stock (or the Public Acquirer Common Stock, as
applicable) on the relevant date quoted by each of at least three nationally
recognized independent investment banking firms selected by the Company for
this purpose.


 


6





















 


“Note”
or “Notes” means any Note or Notes, as the
case may be, authenticated and delivered under this Indenture, including any
Global Note.


 


“Noteholder”
or “holder” as applied to any Note, or
other similar terms (but excluding the term “beneficial
holder”), means any Person in whose name at the time a particular
Note is registered on the Note Registrar’s books.


 


“Officers’
Certificate”, when used with respect to the Company or a Subsidiary
Guarantor, means a certificate signed by any two of the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Financial Officer, the
Chief Operating Officer, any Vice President (whether or not designated by a
number or numbers or word or words added before or after the title “Vice
President”), the Treasurer or the Secretary of the Company or such Subsidiary
Guarantor, as the case may be; provided that the Officers’ Certificate
delivered on the date hereof pursuant to Section 19.05 may be signed by any one
of the foregoing.


 


“Opinion of
Counsel” means an opinion in writing signed by legal counsel, who
may be an employee of or counsel to the Company.


 


“Original
Issue Date” means August 13, 2004.


 


“outstanding”,
when used with reference to Notes and subject to the provisions of Section
9.04, means, as of any particular time, all Notes authenticated and delivered
by the Trustee under this Indenture, except:


 


(a)           Notes theretofore canceled by the
Trustee or delivered to the Trustee for cancellation;


 


(b)           Notes, or portions thereof, (i) for
the redemption of which monies in the necessary amount shall have been
deposited in trust with the Trustee or with any Paying Agent (other than the
Company) or (ii) which shall have been otherwise discharged in accordance with
Article 13;


 


(c)           Notes in lieu of which, or in
substitution for which, other Notes shall have been authenticated and delivered
pursuant to the terms of Section 2.06; and


 


(d)           Notes converted into Common Stock
pursuant to Article 15 and Notes deemed not outstanding pursuant to Article 3.


 


“Paying Agent”
means the Trustee or such other office or agency designated by the Company
where Notes may be presented for payment.


 


“Person”
means a corporation, an association, a partnership, a limited liability
company, an individual, a joint venture, a joint stock company, a trust, an
unincorporated organization or a government or an agency or a political
subdivision thereof.


 


“Portal
Market” means the Private Offerings Resales and Trading through
Automated Linkages Market operated by the National Association of Securities
Dealers, Inc. or any successor thereto.


 


7





















 


“Predecessor
Note” of any particular Note means every previous Note evidencing
all or a portion of the same debt as that evidenced by such particular Note,
and, for the purposes of this definition, any Note authenticated and delivered
under Section 2.06 in lieu of a lost, destroyed or stolen Note shall be deemed
to evidence the same debt as the lost, destroyed or stolen Note that it
replaces.


 


“Registration
Rights Agreement” means the Registration Rights Agreement dated as
of August 13, 2004, among the Company, the Subsidiary Guarantors and the
initial purchaser identified therein, as amended from time to time in
accordance with its terms.


 


“Regular
Record Date” means, with respect to each Interest Payment Date, the
close of business on the February 1 or August 1 next preceding such Interest
Payment Date (whether or not a Business Day).


 


“Representative”
means the trustee, agent or representative (if any) for an issue of Senior
Indebtedness.


 


“Repurchase
Date” means the Fundamental Change Repurchase Date or the Company
Repurchase Date, as applicable.


 


“Repurchase
Election” means the Fundamental Change Repurchase Election or the
Company Repurchase Election, as applicable.


 


“Repurchase
Price” means the Fundamental Change Repurchase Price or the Company
Repurchase Price, as applicable.


 


“Responsible
Officer” means, when used with respect to the Trustee, any officer
within the corporate trust department of the Trustee with direct responsibility
for the administration of this Indenture and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of such person’s knowledge of any familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.


 


“Rule 144A”
means Rule 144A as promulgated under the Securities Act.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, as in effect from time to time.


 


“Senior
Indebtedness” of the Company or any Subsidiary Guarantor means the
principal of, premium (if any) and accrued and unpaid interest on (including
interest accruing on or after the filing of any petition in bankruptcy or for
reorganization of the Company or any Subsidiary Guarantor, regardless of
whether or not a claim for post-filing interest is allowed in such proceedings)
and fees and other amounts (including expenses, reimbursement obligations under
letters of credit and indemnities) owing in respect of, Bank Indebtedness and
all other Indebtedness of the Company or any Subsidiary Guarantor, as
applicable, whether outstanding on the date of this Indenture or thereafter
Incurred, unless in the instrument creating or evidencing the same or pursuant
to which the same is outstanding it is provided that such obligations are not
superior in right of payment to the Notes or such Subsidiary Guarantor’s
Subsidiary Guarantee, as applicable; provided, however, that
Senior Indebtedness of the


 


8





















 


Company or any Subsidiary
Guarantor shall not include (a) any obligation of the Company to any
Subsidiary of the Company or of such Subsidiary Guarantor to the Company or any
other Subsidiary of the Company, (b) any liability for Federal, state, local
or other taxes owed or owing by the Company or such Subsidiary Guarantor,
(c) any accounts payable or other liability to trade creditors arising in
the ordinary course of business (including Guarantees thereof or instruments
evidencing such liabilities) and any amounts owed for compensation to
employees, (d) any Indebtedness or obligation of the Company or such
Subsidiary Guarantor, as applicable, and any accrued and unpaid interest in
respect thereof that by its terms is subordinate or junior in any respect to
any other Indebtedness or obligation of the Company or such Subsidiary
Guarantor, as applicable, including any Senior Subordinated Indebtedness and
any Subordinated Obligations of the Company or such Subsidiary Guarantor,
(e) any obligations with respect to any capital stock or (f) any
Indebtedness Incurred in violation of the indenture, dated as of May 14,
2001, among the Company, the subsidiary guarantors listed therein, and BNY
Midwest Trust Company or any other existing or future Senior Subordinated
Indebtedness of the Company.


 


“Senior
Subordinated Indebtedness” of the Company means the Notes and any
other Indebtedness of the Company that specifically provides that such
Indebtedness is to rank pari  passu with the Notes in right of
payment and is not subordinated by its terms in right of payment to any
Indebtedness or other obligation of the Company which is not Senior
Indebtedness.  Such term includes the
Company’s 81⁄2% Senior Subordinated Notes due 2011, the Company’s 2.75%
Convertible Senior Subordinated Notes due 2024 and the respective subsidiary
guarantees thereof.  “Senior Subordinated Indebtedness” of a Subsidiary Guarantor
has a correlative meaning.


 


“Significant
Subsidiary” means any Subsidiary Guarantor that would be a “Significant
Subsidiary” of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission.


 


“Spin-off
Market Price” per share of Common Stock of the Company or the
capital stock of, or similar equity interests in, a Subsidiary or other business
unit of the Company on any day means the average of the daily Last Reported
Sale Price for the 10 consecutive Trading Days commencing on and including the
fifth Trading Day after the Ex-Dividend Date with respect to the issuance or
distribution requiring such computation.


 


“Stated
Maturity” means August 15, 2024.


 


“Stock Price”
means the price per share of Common Stock paid in connection with a corporate
transaction pursuant to which Additional Shares are issuable as set forth in
Section 15.01(d) hereof, which shall be equal to (i) if holders of Common Stock
receive only cash in such corporate transaction, the cash amount paid per share
of Common Stock and (ii) in all other cases, the average of the Last Reported
Sale Prices of Common Stock on the five Trading Days up to but not including
the effective date of such transaction.


 


“Stock Record
Date” means, with respect to any dividend, distribution or other
transaction or event in which the holders of Common Stock have the right to
receive any cash, securities or other property or in which the Common Stock (or
other applicable security) is exchanged for or converted into any combination
of cash, securities or other property, the date


 


9





















 


fixed for determination
of stockholders entitled to receive such cash, securities or other property
(whether such date is fixed by the Board of Directors or by statute, contract
or otherwise).


 


“Subordinated
Obligation” means any Indebtedness of the Company (whether outstanding
on the date of this Indenture or thereafter Incurred) that is subordinate or
junior in right of payment to the Notes pursuant to a written agreement.  “Subordinated Obligation”
of a Subsidiary Guarantor has a correlative meaning.


 


“Subsidiary”
of any Person means any corporation, association or other business entity of
which more than 50% of the total voting power of shares of capital stock or
other equity interest (including partnership interests) entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other subsidiaries
of that Person (or a combination thereof).


 


“Subsidiary
Guarantee” means each Guarantee of the obligations with respect to
the Notes issued by a Subsidiary of the Company pursuant to the terms of this
Indenture.


 


“Subsidiary
Guarantor” means any Subsidiary of the Company that has issued a
Subsidiary Guarantee.


 


“Trading Day”
means a day during which trading in securities generally occurs on the New York
Stock Exchange or, if the Common Stock is not listed on the New York Stock
Exchange, on the principal other national or regional securities exchange on
which the Common Stock are then listed or, if the Common Stock are not listed
on a national or regional securities exchange, on the National Association of
Securities Dealers Automated Quotation System or, if the Common Stock is not
quoted on the National Association of Securities Dealers Automated Quotation
System, on the principal other market on which the Common Stock are then traded
(provided that no day on which trading of the Common Stock is suspended on such
exchange or other trading market will count as a Trading Day).


 


“Trading
Price” of a Notes means, as of any date of determination, the
average of the secondary market bid quotations per $1,000 principal amount of
Notes obtained by the Trustee for $5,000,000 aggregate principal amount of
Notes at approximately 3:30 p.m., New York City time, on such determination
date from three nationally recognized securities dealers (none of which shall
be an Affiliate of the Company) selected by the Company; provided, however,
that if (i) (a) at least three such bids cannot reasonably be obtained by the
Trustee, but two such bids are obtained, then the average of the two bids shall
be used, and (b) only one such bid can be reasonably obtained by the Trustee,
then that one bid shall be used, or (ii) in the Company’s reasonable judgment,
the bid quotations are not indicative of the secondary market value of the
Notes as of such determination date, then the Trading Price per $1,000
principal amount of the Notes for such determination date shall equal (1) the
Conversion Rate in effect as of such determination date multiplied by (2) the
average Last Reported Sale Price of the Common Stock for the five Trading Days
ending on such determination date, appropriately adjusted to take into account
the occurrence, during the period commencing on the first of such Trading Days
during such five Trading Day period and ending on such determination date, of
any event described in Section 15.05 or Section 15.06.


 


10





















 


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, as
it was in force at the date of this Indenture, except as provided in Sections
11.03 and 15.06; provided that if the Trust Indenture Act of 1939 is amended
after the date hereof, the term “Trust Indenture Act”
shall mean, to the extent required by such amendment, the Trust Indenture Act
of 1939 as so amended.


 


“Trustee”
means BNY Midwest Trust Company and its successors and any corporation
resulting from or surviving any consolidation or merger to which it or its
successors may be a party and any successor trustee at the time serving as
successor trustee hereunder.


 


“Voting Stock”
of a Person means all classes of capital stock or other interests (including
partnership interests) of such Person then outstanding and normally entitled
(without regard to the occurrence of any contingency) to vote in the election
of directors, managers or trustees thereof.


 


Section 1.02.  Other Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
  “Additional
  Amounts Notice”

  	
   

  	
  5.09

  
	
  “Additional
  Shares”

  	
   

  	
  15.01(d)

  
	
  “Adjustment
  Event”

  	
   

  	
  15.05(l)

  
	
  “Agent Members”

  	
   

  	
  2.05(b)(v)

  
	
  “Blockage
  Notice”

  	
   

  	
  16.03

  
	
  “Cash Amount”

  	
   

  	
  15.02(i)

  
	
  “Cash Settlement
  Averaging Period”

  	
   

  	
  15.02(g)

  
	
  “Cash Settlement
  Notice Period”

  	
   

  	
  15.02(h)(i)

  
	
  “Company
  Repurchase Date”

  	
   

  	
  3.06(a)

  
	
  “Company Repurchase
  Election”

  	
   

  	
  3.06(c)(i)

  
	
  “Company
  Repurchase Notice”

  	
   

  	
  3.06(b)

  
	
  “Company
  Repurchase Price”

  	
   

  	
  3.06(a)

  
	
  “Contingent
  Interest”

  	
   

  	
  4.01

  
	
  “Conversion
  Date”

  	
   

  	
  15.02(c)

  
	
  “Conversion
  Notice”

  	
   

  	
  15.02(a)

  
	
  “Conversion
  Obligation”

  	
   

  	
  15.02(g)

  
	
  “Conversion
  Rate”

  	
   

  	
  15.04

  
	
  “Conversion
  Retraction Period”

  	
   

  	
  15.02(h)(i)

  
	
  “Defaulted
  Interest”

  	
   

  	
  2.03

  
	
  “Determination
  Date”

  	
   

  	
  15.05(l)

  
	
  “effective date”

  	
   

  	
  15.01(d)

  
	
  “Election Date”

  	
   

  	
  15.02(g)

  
	
  “Event of
  Default”

  	
   

  	
  7.01

  
	
  “Expiration
  Time”

  	
   

  	
  15.05(e)

  
	
  “Final Maturity
  Notice”

  	
   

  	
  3.09

  
	
  “Final Notice
  Date”

  	
   

  	
  15.02(h)

  
	
  “Fundamental
  Change Offer”

  	
   

  	
  3.05(b)

  
	
  “Fundamental
  Change Repurchase Election”

  	
   

  	
  3.05(c)(i)

  



 


11





















 


	
  “Fundamental
  Change Repurchase Date”

  	
   

  	
  3.05(a)

  
	
  “Fundamental
  Change Repurchase Price”

  	
   

  	
  3.05(a)

  
	
  “Global Note”

  	
   

  	
  2.02

  
	
  “Guarantee
  Blockage Notice”

  	
   

  	
  18.03

  
	
  “Guarantee
  Payment Blockage Period”

  	
   

  	
  18.03

  
	
  “Guaranteed
  Obligations”

  	
   

  	
  17.02

  
	
  “non-electing
  share”

  	
   

  	
  15.06

  
	
  “Note Register”

  	
   

  	
  2.05(a)

  
	
  “Note Registrar”

  	
   

  	
  2.05(a)

  
	
  “Payment
  Blockage Period”

  	
   

  	
  16.03

  
	
  “pay its
  Guarantee”

  	
   

  	
  18.03

  
	
  “pay the Notes”

  	
   

  	
  16.03

  
	
  “Public Acquirer
  Change of Control”

  	
   

  	
  15.01(e)

  
	
  “Public Acquirer
  Common Stock”

  	
   

  	
  15.01(e)

  
	
  “Purchased
  Shares”

  	
   

  	
  15.05(e)(i)

  
	
  “Redemption
  Date”

  	
   

  	
  3.02(a)

  
	
  “Redemption
  Notice”

  	
   

  	
  3.02(a)

  
	
  “Redemption
  Price”

  	
   

  	
  3.01

  
	
  “Restricted
  Securities”

  	
   

  	
  2.05(c)

  
	
  “Special Record
  Date”

  	
   

  	
  2.03

  
	
  “Successor
  Company”

  	
   

  	
  12.01(a)

  
	
  “Successor
  Guarantor”

  	
   

  	
  12.01(b)

  



 


ARTICLE 2

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES


 


Section 2.01.  Designation Amount and Issue of Notes.  The Notes shall be designated as “3.00% Convertible Senior Subordinated Notes due 2024”.  Notes not to exceed the aggregate principal
amount of $200,000,000 (except pursuant to Sections 2.05, 2.06, 3.05, 3.06 and
15.02 hereof) upon the execution of this Indenture, may be executed by the
Company and delivered to the Trustee for authentication, and the Trustee shall
thereupon authenticate and deliver said Notes to or upon the written order of
the Company, signed by its Chairman of the Board, its Chief Executive Officer,
its President, its Chief Financial Officer, its Chief Operating Officer, any
Vice President (whether or not designated by a number or numbers or word or
words added before or after the title “Vice President”), its Treasurer, its
Secretary or any Assistant Secretary, without any further action by the Company
hereunder.


 


Section 2.02.  Form of Notes.  The Notes and the Trustee’s certificate of
authentication to be borne by such Notes shall be substantially in the form set
forth in Exhibit A.  The terms and
provisions contained in the form of Note attached as Exhibit A hereto shall
constitute, and are hereby expressly made, a part of this Indenture and, to the
extent applicable, the Company and the Trustee, by their execution and delivery
of this Indenture, expressly agree to such terms and provisions and to be bound
thereby.


 


Any of the Notes may have
such letters, numbers or other marks of identification and such notations,
legends, endorsements or changes as the officers executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not


 


12





















 


inconsistent with the
provisions of this Indenture, or as may be required by the Custodian, the
Depositary or by the National Association of Securities Dealers, Inc. in order
for the Notes to be tradable on The Portal Market or as may be required for the
Notes to be tradable on any other market developed for trading of securities
pursuant to Rule 144A or as may be required to comply with any applicable law
or with any rule or regulation made pursuant thereto or with any rule or
regulation of any securities exchange or automated quotation system on which
the Notes may be listed, or to conform to usage, or to indicate any special
limitations or restrictions to which any particular Notes are subject.


 


So long as the Notes are
eligible for book-entry settlement with the Depositary, or unless otherwise
required by law, or otherwise contemplated by Section 2.05(b), all of the Notes
will be represented by one or more Notes in global form registered in the name
of the Depositary or the nominee of the Depositary (a “Global Note”).  The transfer and exchange of beneficial
interests in any such Global Note shall be effected through the Depositary in
accordance with this Indenture and the applicable procedures of the
Depositary.  Except as provided in
Section 2.05(b), beneficial holders of a Global Note shall not be entitled to
have certificates registered in their names, will not receive or be entitled to
receive physical delivery of certificates in definitive form and will not be
considered holders of such Global Note.


 


Any Global Note shall
represent such of the outstanding Notes as shall be specified therein and shall
provide that it shall represent the aggregate amount of outstanding Notes from
time to time endorsed thereon and that the aggregate amount of outstanding
Notes represented thereby may from time to time be increased or reduced to
reflect redemptions, repurchases, conversions, transfers or exchanges permitted
hereby.  Any endorsement of a Global Note
to reflect the amount of any increase or decrease in the amount of outstanding
Notes represented thereby shall be made by the Trustee or the Custodian, at the
direction of the Trustee, in such manner and upon instructions given by the
holder of such Notes in accordance with this Indenture.  Payment of principal of and Interest on any
Global Note shall be made to the holder of such Note.


 


Section 2.03.  Date and Denomination of Notes; Payments of
Interest.  The Notes shall be
issuable in registered form without coupons in denominations of $1,000
principal amount and integral multiples thereof.  Each Note shall be dated the date of its
authentication and shall bear interest from the date specified on the face of
the form of Note attached as Exhibit A hereto. 
Interest on the Notes shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.


 


The Person in whose name
any Note (or its Predecessor Note) is registered on the Note Register at the
close of business on the Regular Record Date with respect to an Interest
Payment Date shall be entitled to receive the Interest payable on such Interest
Payment Date, except that the Interest payable upon redemption or repurchase
will be payable to the Person to whom principal is payable pursuant to such
redemption or repurchase (unless the Redemption Date or the Repurchase Date, as
the case may be, is an Interest Payment Date, in which case the semi-annual
payment of interest becoming due on such date shall be payable to the holders
of such Notes registered as such on the applicable Regular Record Date).  Notwithstanding the foregoing, if any Note
(or portion thereof) is converted into Common Stock during the period after a Regular
Record Date to, but excluding, the next succeeding Interest Payment Date and
such Note (or portion thereof) has been called or tendered for redemption on a
Redemption Date


 


13





















 


which occurs during such
period, the Company shall not be required to pay interest on such Interest
Payment Date in respect of any such Note (or portion thereof), except as
provided in Section 15.02(d).  Interest
shall be payable at the office of the Company maintained by the Company for
such purposes in the Borough of Manhattan, City of New York, which shall
initially be an office or agency of the Trustee.  The Company shall pay Interest (i) on any
Notes in certificated form by check mailed to the address of the Person
entitled thereto as it appears in the Note Register (or upon written notice
from the registered holder thereof, by wire transfer in immediately available
funds, if such Person is entitled to Interest on Notes with an aggregate
principal amount in excess of $2,000,000) or (ii) on any Global Note by wire
transfer of immediately available funds to the account of the Depositary or its
nominee.


 


Any Interest on any Note
which is payable, but is not punctually paid or duly provided for, on any
February 15 or August 15 (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Noteholder on the relevant Regular
Record Date by virtue of his having been such Noteholder, and such Defaulted
Interest shall be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:


 


(1)           The Company may elect to make payment
of any Defaulted Interest to the Persons in whose names the Notes (or their
respective Predecessor Notes) are registered at the close of business on a “Special Record Date” for the payment of such Defaulted
Interest, which shall be the date fixed in the following manner.  The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Note
and the date of the proposed payment (which shall be not less than 25 days
after the receipt by the Trustee of such notice, unless the Trustee shall
consent to an earlier date), and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit on or prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest that shall be not more
than 15 days and not less than ten days prior to the date of the proposed
payment, and not less than ten days after the receipt by the Trustee of the
notice of the proposed payment.  The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each holder at his address as it
appears in the Note Register, not less than ten days prior to such Special
Record Date.  Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having
been so mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Notes (or their respective Predecessor Notes) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following clause (2) of this Section 2.03.


 


(2)           The Company may make payment of any
Defaulted Interest in any other lawful manner not inconsistent with the
requirements of any securities exchange or automated quotation system on which
the Notes may be listed or designated for issuance, and upon such notice as may
be required by such exchange or automated quotation system, if, after notice
given by the Company to the Trustee of the proposed payment pursuant to this
clause, such manner of payment shall be deemed practicable by the Trustee.


 


14





















 


Section 2.04.  Execution of Notes.  The Notes shall be signed in the name and on
behalf of the Company by the manual or facsimile signature of its President,
Chief Executive Officer, Chief Financial Officer, any Vice President (whether
or not designated by a number or numbers or word or words added before or after
the title “Vice President”), its Treasurer, its Secretary or any Assistant
Secretary.  Only such Notes as shall bear
thereon a certificate of authentication substantially in the form set forth on
the form of Note attached as Exhibit A hereto, manually executed by the Trustee
(or an authenticating agent appointed by the Trustee as provided by Section
19.12), shall be entitled to the benefits of this Indenture or be valid or
obligatory for any purpose.  Such
certificate by the Trustee (or such an authenticating agent) upon any Note executed
by the Company shall be conclusive evidence that the Note so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.


 


In case any officer of
the Company who shall have signed any of the Notes shall cease to be such
officer before the Notes so signed shall have been authenticated and delivered
by the Trustee, or disposed of by the Company, such Notes nevertheless may be
authenticated and delivered or disposed of as though the person who signed such
Notes had not ceased to be such officer of the Company, and any Note may be
signed on behalf of the Company by such persons as, at the actual date of the
execution of such Note, shall be the proper officers of the Company, although at
the date of the execution of this Indenture any such person was not such an
officer.


 


Section 2.05.  Exchange and Registration of Transfer of
Notes; Restrictions on Transfer. 
(a)  The Company shall cause to be
kept at the Corporate Trust Office a register (the register maintained in such
office and in any other office or agency of the Company designated pursuant to
Section 5.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Notes and of transfers of Notes.  The
Note Register shall be in written form or in any form capable of being
converted into written form within a reasonably prompt period of time.  The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and
transfers of Notes as herein provided. 
The Company may appoint one or more co-registrars in accordance with
Section 5.02.


 


Upon surrender for
registration of transfer of any Note to the Note Registrar or any co-registrar,
and satisfaction of the requirements for such transfer set forth in this
Section 2.05, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Notes of any authorized denominations and of a like aggregate principal
amount and bearing such restrictive legends as may be required by this
Indenture.


 


Notes may be exchanged
for other Notes of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Notes to be exchanged at any such
office or agency maintained by the Company pursuant to Section 5.02.  Whenever any Notes are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Notes that the Noteholder making the exchange is entitled to
receive bearing registration numbers not contemporaneously outstanding.


 


15





















 


All Notes issued upon any
registration of transfer or exchange of Notes shall be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Notes surrendered upon such registration of transfer or
exchange.


 


All Notes presented or
surrendered for registration of transfer or for exchange, redemption,
repurchase or conversion shall (if so required by the Company or the Note
Registrar) be duly endorsed, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company, duly executed by
the Noteholder thereof or his attorney duly authorized in writing.


 


No service charge shall
be made to any holder for any registration of, transfer or exchange of Notes,
but the Company may require payment by the holder of a sum sufficient to cover
any tax, assessment or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes.


 


Neither the Company nor
the Trustee nor any Note Registrar shall be required to exchange or register a
transfer of (a) any Notes for a period of 15 days next preceding any selection
of Notes to be redeemed, (b) any Notes or portions thereof called for
redemption pursuant to Section 3.01 (c) any Notes or portions thereof surrendered
for conversion pursuant to Article 15, (d) any Notes or portions thereof
tendered for repurchase (and not withdrawn) pursuant to Section 3.05 or (e) any
Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant
to Section 3.06.


 


(b)           The
following provisions shall apply only to Global Notes:


 


(i)            Each Global Note
authenticated under this Indenture shall be registered in the name of the
Depositary or a nominee thereof and delivered to such Depositary or a nominee
thereof or Custodian therefor, and each such Global Note shall constitute a
single Note for all purposes of this Indenture.


 


(ii)           Notwithstanding any
other provision in this Indenture, no Global Note may be exchanged in whole or
in part for Notes registered, and no transfer of a Global Note in whole or in
part may be registered, in the name of any Person other than the Depositary or
a nominee thereof unless (A) the Depositary (i) has notified the Company that
it is unwilling or unable to continue as Depositary for such Global Note and a
successor depositary has not been appointed by the Company within ninety days
or (ii) has ceased to be a clearing agency registered under the Exchange Act,
(B) an Event of Default has occurred and is continuing, or (C) the Company, in
its sole discretion, notifies the Trustee in writing that it no longer wishes
to have all the Notes represented by Global Notes.  Any Global Note exchanged pursuant to clause
(A) or (B) above shall be so exchanged in whole and not in part and any Global
Note exchanged pursuant to clause (C) above may be exchanged in whole or from
time to time in part as directed by the Company.  Any Note issued in exchange for a Global Note
or any portion thereof shall be a Global Note; provided that any such Note so
issued that is registered in the name of a Person other than the Depositary or
a nominee thereof shall not be a Global Note.


 


16





















 


(iii)          Securities issued
in exchange for a Global Note or any portion thereof pursuant to clause (ii)
above shall be issued in definitive, fully registered form, without interest
coupons, shall have an aggregate principal amount equal to that of such Global
Note or portion thereof to be so exchanged, shall be registered in such names
and be in such authorized denominations as the Depositary shall designate and
shall bear any legends required hereunder. 
Any Global Notes to be exchanged in whole shall be surrendered by the
Depositary to the Trustee, as Note Registrar. 
With regard to any Global Note to be exchanged in part, either such
Global Note shall be so surrendered for exchange or, if the Trustee is acting
as Custodian for the Depositary or its nominee with respect to such Global
Note, the principal amount thereof shall be reduced, by an amount equal to the
portion thereof to be so exchanged, by means of an appropriate adjustment made
on the records of the Trustee.  Upon any
such surrender or adjustment, the Trustee shall authenticate and make available
for delivery the Note issuable on such exchange to or upon the written order of
the Depositary or an authorized representative thereof, as appropriate.


 


(iv)          In the event of the
occurrence of any of the events specified in clause (ii) above, the Company
will promptly make available to the Trustee a reasonable supply of certificated
Notes in definitive, fully registered form, without interest coupons.


 


(v)           Neither any members
of, or participants in, the Depositary (“Agent
Members”) nor any other Persons on whose behalf Agent Members may
act shall have any rights under this Indenture with respect to any Global Note
registered in the name of the Depositary or any nominee thereof, and the
Depositary or such nominee, as the case may be, may be treated by the Company,
the Trustee and any agent of the Company or the Trustee as the absolute owner
and holder of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or such nominee, as the case may be,
or impair, as between the Depositary, its Agent Members and any other Person on
whose behalf an Agent Member may act, the operation of customary practices of
such Persons governing the exercise of the rights of a beneficial holder of any
Note.


 


(vi)          At such time as all
interests in a Global Note have been redeemed, retired, repurchased, converted,
canceled or exchanged for Notes in certificated form, such Global Note shall,
upon receipt thereof, be canceled by the Trustee in accordance with standing
procedures and instructions existing between the Depositary and the
Custodian.  At any time prior to such cancellation,
if any interest in a Global Note is redeemed, retired, repurchased, converted,
canceled or exchanged for Notes in certificated form, the principal amount of
such Global Note shall, in accordance with the standing procedures and
instructions existing between the Depositary and the Custodian, be
appropriately reduced, and an endorsement shall be made on such Global Note, by
the Trustee or the Custodian, at the direction of the Trustee, to reflect such
reduction.


 


(c)           Every
Note that bears or is required under this Section 2.05(c) to bear the legend
set forth in this Section 2.05(c) (together with any Common Stock issued upon
conversion of the Notes and required to bear the legend set forth in Section
2.05(d), collectively, the “Restricted 


 


17





















 


Securities”)
shall be subject to the restrictions on transfer set forth in this Section
2.05(c) (including those set forth in the legend below) unless such
restrictions on transfer shall be waived by written consent of the Company, and
the holder of each such Restricted Security, by such holder’s acceptance
thereof, agrees to be bound by all such restrictions on transfer.  As used in Section 2.05(c) and 2.05(d), the
term “transfer” encompasses any sale, pledge,
loan, transfer or other disposition whatsoever of any Restricted Security or
any interest therein.


 


Until the expiration of
the holding period applicable to sales thereof under Rule 144(k) under the
Securities Act (or any successor provision), any certificate evidencing such
Note (and all securities issued in exchange therefor or substitution thereof,
other than Common Stock, if any, issued upon conversion thereof, which shall
bear the legend set forth in Section 2.05(d), if applicable) shall bear a
legend in substantially the following form, unless such Note has been sold
pursuant to a registration statement that has been declared effective under the
Securities Act (and which continues to be effective at the time of such
transfer) or pursuant to Rule 144 under the Securities Act or any similar provision
then in force, or unless otherwise agreed by the Company in writing, with
written notice thereof to the Trustee:


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION. 
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.  THE HOLDER OF THIS SECURITY, BY ITS
ACCEPTANCE HEREOF, (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)); (2) AGREES ON
ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY COMMON
STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY, PRIOR TO THE EXPIRATION OF THE
HOLDING PERIOD APPLICABLE TO SALES OF THIS SECURITY UNDER RULE 144(k) UNDER THE
SECURITIES ACT (OR ANY SUCCESSOR PROVISION), 
ONLY (A) TO ALLIANT TECHSYSTEMS INC. (THE “ISSUER”), (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER), (C) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, IN
COMPLIANCE WITH RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM; AND (3)
AGREES THAT IT 


WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED A NOTICE


 


18





















 


SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND.  THIS LEGEND WILL
BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE
2(B) ABOVE OR UPON ANY TRANSFER OF THIS SECURITY UNDER RULE 144 UNDER THE
SECURITIES ACT (OR ANY SUCCESSOR PROVISION).


 


THIS SECURITY IS SUBJECT TO UNITED STATES FEDERAL
INCOME TAX REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS.  FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275
OF THE INTERNAL REVENUE CODE, THE ISSUE DATE OF THIS SECURITY IS AUGUST 13,
2004 AND THE COMPARABLE YIELD OF THIS SECURITY IS 7.0%, COMPOUNDED
SEMI-ANNUALLY (WHICH WILL BE TREATED AS THE YIELD TO MATURITY FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES).


 


THE ISSUER AGREES, AND BY ACCEPTING A BENEFICIAL
OWNERSHIP INTEREST IN THIS SECURITY EACH HOLDER AND ANY BENEFICIAL OWNER OF
THIS SECURITY WILL BE DEEMED TO HAVE AGREED, FOR UNITED STATES FEDERAL INCOME
TAX PURPOSES (1) TO TREAT THIS SECURITY AS A DEBT INSTRUMENT THAT IS SUBJECT TO
TREAS. REG. SEC. 1.1275-4 (THE “CONTINGENT PAYMENT REGULATIONS”), (2) TO TREAT
THE FAIR MARKET VALUE OF ANY COMMON STOCK RECEIVED UPON ANY CONVERSION OF THIS
SECURITY OR UPON A PURCHASE OF THIS SECURITY AT THE HOLDER’S OPTION AS A
CONTINGENT PAYMENT FOR PURPOSES OF THE CONTINGENT PAYMENT REGULATIONS, AND (3)
TO ACCRUE INTEREST WITH RESPECT TO THE SECURITY AS ORIGINAL ISSUE DISCOUNT FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES ACCORDING TO THE “NONCONTINGENT BOND
METHOD,” SET FORTH IN THE CONTINGENT PAYMENT REGULATIONS, AND TO BE BOUND BY
THE ISSUER’S DETERMINATION OF THE “COMPARABLE YIELD” AND “PROJECTED PAYMENT
SCHEDULE,” WITHIN THE MEANING OF THE CONTINGENT PAYMENT REGULATIONS, WITH RESPECT
TO THIS SECURITY.  THE ISSUER AGREES TO
PROVIDE PROMPTLY TO THE HOLDER OF THIS SECURITY, UPON WRITTEN REQUEST, THE
ISSUE PRICE, ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND PROJECTED
PAYMENT SCHEDULE.  ANY SUCH WRITTEN
REQUEST SHOULD BE SENT TO THE ISSUER AT THE FOLLOWING ADDRESS: ALLIANT
TECHSYSTEMS INC., 5050 LINCOLN DRIVE, EDINA, MINNESOTA 55436, ATTENTION: CHIEF
FINANCIAL OFFICER.


 


THE HOLDER OF THIS SECURITY IS ENTITLED TO THE
BENEFITS OF A REGISTRATION RIGHTS AGREEMENT DATED AS OF AUGUST 13, 2004 AND, BY
ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS
OF SUCH REGISTRATION RIGHTS AGREEMENT.


 


Any Note (or security
issued in exchange or substitution therefor) as to which such restrictions on
transfer shall have expired in accordance with their terms or as to conditions
for removal of the foregoing legend have been satisfied may, upon surrender of
such Note for exchange to the Note Registrar in accordance with the provisions
of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and
aggregate principal amount, which shall not bear the restrictive legend
required by this Section 2.05(c).  If the
Restricted Security surrendered for exchange is represented by a Global Note
bearing the legend set forth in this Section 2.05(c), the principal amount of
the legended Global Note shall be reduced by the


 


19





















 


appropriate principal
amount and the principal amount of a Global Note without the legend set forth
in this Section 2.05(c) shall be increased by an equal principal amount.  If a Global Note without the legend set forth
in this Section 2.05(c) has not been executed, authenticated and delivered, the
Company shall execute and the Trustee shall authenticate and deliver an
unlegended Global Note to the Depositary.


 


(d)  Until
the expiration of the holding period applicable to sales thereof under Rule
144(k) under the Securities Act (or any successor provision), any stock
certificate representing Common Stock issued upon conversion of any Note shall
bear a legend in substantially the following form, unless such Common Stock has
been sold pursuant to a registration statement that has been declared effective
under the Securities Act (and which continues to be effective at the time of
such transfer) or pursuant to Rule 144 under the Securities Act or any similar
provision then in force, or such Common Stock has been issued upon conversion
of Notes that have been transferred pursuant to a registration statement that has
been declared effective under the Securities Act or pursuant to Rule 144 under
the Securities Act or any similar provision then in force, or unless otherwise
agreed by the Company in writing with written notice thereof to the transfer
agent:


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION. 
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.  THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
HEREOF, (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)); (2) AGREES ON ITS OWN
BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS SECURITY UNDER
RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), ONLY (A) TO
ALLIANT TECHSYSTEMS INC. (THE “ISSUER”), (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH
CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER), (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, IN COMPLIANCE WITH
RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND
THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/
OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM; AND (3) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE


 


20





















 


SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  THIS LEGEND WILL BE REMOVED UPON THE EARLIER
OF THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(B) ABOVE OR UPON ANY
TRANSFER OF THIS SECURITY UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION).


 


THE HOLDER OF THIS SECURITY IS ENTITLED TO THE
BENEFITS OF A REGISTRATION RIGHTS AGREEMENT DATED AS OF AUGUST 13, 2004 AND, BY
ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS
OF SUCH REGISTRATION RIGHTS AGREEMENT.


 


Any
such Common Stock as to which such restrictions on transfer shall have expired
in accordance with their terms or as to which the conditions for removal of the
foregoing legend set forth therein have been satisfied may, upon surrender of
the certificates representing such shares of Common Stock for exchange in
accordance with the procedures of the transfer agent for the Common Stock, be
exchanged for a new certificate or certificates for a like number of shares of
Common Stock, which shall not bear the restrictive legend required by this
Section 2.05(d).


 


(e)  Any Note or Common Stock issued upon the
conversion of a Note that, prior to the expiration of the holding period
applicable to sales thereof under Rule 144(k) under the Securities Act (or any
successor provision), is purchased or owned by the Company or any Affiliate
thereof may not be resold by the Company or such Affiliate unless registered
under the Securities Act or resold pursuant to an exemption from the
registration requirements of the Securities Act in a transaction which results
in such Notes or Common Stock, as the case may be, no longer being “restricted
securities” (as defined under Rule 144); or provided that such
restriction shall not apply if appropriate measures are taken that such Notes
or Common Stock are sold in such a manner that such other Notes and Common
Stock that constitute “restricted securities” (as defined under Rule 144) are
not commingled with Notes or Common Stock being sold. 


 


The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any Note
(including any transfers between or among Agent Members or beneficial holders
of interests in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by, the terms of this Indenture,
and to examine the same to determine substantial compliance as to form with the
express requirements hereof.


 


Section 2.06.  Mutilated, Destroyed, Lost or Stolen Notes.  In case any Note shall become mutilated or be
destroyed, lost or stolen, the Company in its discretion may execute, and upon
its written request the Trustee or an authenticating agent appointed by the
Trustee shall authenticate and make available for delivery, a new Note, of like
tenor and principal amount, bearing a number not contemporaneously outstanding,
in exchange and substitution for the mutilated Note, or in lieu of and in
substitution for the Note so destroyed, lost or stolen.  In every case, the applicant for a
substituted Note shall furnish to the Company, to the Trustee and, if
applicable, to such authenticating agent such security or indemnity as may be
required by them to save each of them harmless for any loss, liability, cost or
expense caused by or connected with such substitution, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the


 


21





















 


Company, to the Trustee
and, if applicable, to such authenticating agent evidence to their satisfaction
of the destruction, loss or theft of such Note and of the ownership thereof.


 


Following
receipt by the Trustee or such authenticating agent, as the case may be, of
satisfactory security or indemnity and evidence, as described in the preceding
paragraph, the Trustee or such authenticating agent may authenticate any such
substituted Note and make available for delivery such Note.  Upon the issuance of any substituted Note,
the Company may require the payment by the holder of a sum sufficient to cover
any tax, assessment or other governmental charge that may be imposed in
relation thereto and any other expenses connected therewith.  In case any Note which has matured or is
about to mature or has been called for redemption or has been tendered for
repurchase upon a Fundamental Change (and not withdrawn) or has been surrendered
for repurchase on a Repurchase Date (and not withdrawn) or is to be converted
into Common Stock shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substitute Note, pay or authorize the payment
of or convert or authorize the conversion of the same (without surrender
thereof except in the case of a mutilated Note), as the case may be, if the
applicant for such payment or conversion shall furnish to the Company, to the
Trustee and, if applicable, to such authenticating agent such security or
indemnity as may be required by them to save each of them harmless from any
loss, liability, cost or expense caused by or in connection with such
substitution, and, in every case of destruction, loss or theft, the applicant shall
also furnish to the Company, the Trustee and, if applicable, any Paying Agent
or Conversion Agent evidence to their satisfaction of the destruction, loss or
theft of such Note and of the ownership thereof.


 


Every
substitute Note issued pursuant to the provisions of this Section 2.06 by
virtue of the fact that any Note is destroyed, lost or stolen shall constitute
an additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Note shall be found at any time, and shall be
entitled to all the benefits of (but shall be subject to all the limitations
set forth in) this Indenture equally and proportionately with any and all other
Notes duly issued hereunder.  To the
extent permitted by law, all Notes shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the
replacement or payment or conversion or redemption or repurchase of mutilated,
destroyed, lost or stolen Notes and shall preclude any and all other rights or
remedies notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment or conversion or
redemption or repurchase of negotiable instruments or other securities without
their surrender.


 


Section 2.07.  Temporary Notes.  Pending the preparation of Notes in
certificated form, the Company may execute and the Trustee or any
authenticating agent appointed by the Trustee shall, upon the written request
of the Company, authenticate and deliver temporary Notes (printed or
lithographed).  Temporary Notes shall be
issuable in any authorized denomination, and substantially in the form of the
Notes in certificated form, but with such omissions, insertions and variations
as may be appropriate for temporary Notes, all as may be determined by the
Company.  Every such temporary Note shall
be executed by the Company and authenticated by the Trustee or such
authenticating agent upon the same conditions and in substantially the same
manner, and with the same effect, as the Notes in certificated form.  Without unreasonable delay, the Company will
execute and deliver to the Trustee or such authenticating agent Notes in
certificated form and thereupon any or all temporary Notes may be surrendered
in exchange therefor, at each office or agency maintained by the Company
pursuant to Section 5.02 and the Trustee or such authenticating agent shall
authenticate and make available for delivery in


 


22





















 


exchange for such
temporary Notes an equal aggregate principal amount of Notes in certificated
form.  Such exchange shall be made by the
Company at its own expense and without any charge therefor.  Until so exchanged, the temporary Notes shall
in all respects be entitled to the same benefits and subject to the same
limitations under this Indenture as Notes in certificated form authenticated
and delivered hereunder.


 


Section 2.08.  Cancellation of Notes.  All Notes surrendered for the purpose of
payment, redemption, repurchase, conversion, exchange or registration of
transfer shall, if surrendered to the Company or any Paying Agent or any Note
Registrar or any Conversion Agent, be surrendered to the Trustee and promptly
canceled by it, or, if surrendered to the Trustee, shall be promptly canceled by
it, and no Notes shall be issued in lieu thereof except as expressly permitted
by any of the provisions of this Indenture. 
The Trustee shall dispose of such canceled Notes in accordance with its
customary procedures.  If the Company
shall acquire any of the Notes, such acquisition shall not operate as a
redemption, repurchase or satisfaction of the indebtedness represented by such
Notes unless and until the same are delivered to the Trustee for cancellation.


 


Section 2.09.  CUSIP Numbers.  The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the
Trustee shall use “CUSIP” numbers
in notices of redemption as a convenience to Noteholders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Notes or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption shall not be affected by
any defect in or omission of such numbers. 
The Company will promptly notify the Trustee of any change in the “CUSIP” numbers.


 


ARTICLE 3

REDEMPTION AND REPURCHASE OF NOTES


 


Section 3.01.  Company’s Right to Redeem.  Prior to August 20, 2014, the Notes will not
be redeemable at the Company’s option. 
At any time on or after August 20, 2014 and prior to Stated Maturity,
the Company, at its option, may redeem the Notes in accordance with the
provisions of Section 3.02, Section 3.03 and Section 3.04 on the Redemption
Date for cash, in whole or in part, at a redemption price (the “Redemption Price”) equal to 100% of the principal amount of
the Notes to be redeemed together with accrued and unpaid Interest on the Notes
redeemed to (but excluding) the Redemption Date.


 


Section 3.02.  Notice of Optional
Redemption; Selection of Notes


 


(a)  In case the Company shall desire to exercise
the right to redeem all or, as the case may be, any part of the Notes pursuant
to Section 3.01, it shall fix a date for redemption (the “Redemption
Date”) and it or, at its written request received by the Trustee not
fewer than 35 days prior (or such shorter period of time as may be acceptable
to the Trustee) to the Redemption Date, the Trustee in the name of and at the
expense of the Company, shall mail or cause to be mailed a notice of such
redemption (a “Redemption Notice”) not fewer than
30 nor more than 60 days prior to the Redemption Date to each holder of Notes
so to be redeemed as a whole or in part at its last address as the same appears
on the Note Register; provided that if the Company shall give such notice, it
shall also give written notice of the Redemption Date to the Trustee.


 


23





















 


Such mailing shall be by
first class mail.  The notice, if mailed
in the manner herein provided, shall be conclusively presumed to have been duly
given, whether or not the holder receives such notice.  In any case, failure to give such notice by
mail or any defect in the notice to the holder of any Note designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Note.  Concurrently with the mailing of any such
Redemption Notice, the Company shall issue a press release announcing such redemption,
the form and content of which press release shall be determined by the Company
in its sole discretion.  The failure to
issue any such press release or any defect therein shall not affect the
validity of the Redemption Notice or any of the proceedings for the redemption
of any Note called for redemption.


 


(b)  Each such Redemption Notice shall specify the
aggregate principal amount of Notes to be redeemed, the CUSIP number or numbers
of the Notes being redeemed (subject to Section 2.09), the Redemption Date
(which shall be a Business Day), the Redemption Price at which Notes are to be
redeemed, the place or places of payment, that payment will be made upon
presentation and surrender of such Notes, that Interest accrued to the
Redemption Date will be paid as specified in said notice, and that on and after
said date Interest thereon or on the portion thereof to be redeemed will cease
to accrue.  Such notice shall also state
the current Conversion Rate, the date on which the right to convert such Notes
or portions thereof into Common Stock will expire (which shall be the close of
business on the second Business Day prior to the Redemption Date), and, if the
Company has determined to satisfy in cash all or any portion of the Conversion
Obligation of Notes converted prior to the redemption, the dollar amount of the
Conversion Obligation to be satisfied in cash (which must be expressed as 100%
of the Conversion Obligation).  If fewer
than all the Notes are to be redeemed, the Redemption Notice shall identify the
Notes to be redeemed (including CUSIP numbers, if any), in each case determined
in accordance with the procedure set forth in clause (d) hereof.  In case any Note is to be redeemed in part
only, the Redemption Notice shall state the portion of the principal amount
thereof to be redeemed and shall state that, on and after the Redemption Date,
upon surrender of such Note, a new Note or Notes in principal amount equal to
the unredeemed portion thereof will be issued by the Company and authenticated
by the Trustee (or an authenticating agent appointed by the Trustee).


 


(c)  On or prior to the Redemption Date specified
in the Redemption Notice given as provided in this Section 3.02, the Company
will deposit with the Trustee or with one or more Paying Agents (or, if the
Company is acting as its own Paying Agent, set aside, segregate and hold in
trust as provided in Section 5.04(b) an amount of money in immediately
available funds sufficient to redeem on the Redemption Date all the Notes (or
portions thereof) so called for redemption (other than those theretofore
surrendered for conversion into Common Stock) at the appropriate Redemption
Price; provided  that if such payment is made on
the Redemption Date it must be received by the Trustee or Paying Agent, as the case
may be, by 10:00 a.m., New York City time, on such date.  The Company shall be entitled to retain any
interest, yield or gain on amounts deposited with the Trustee or any Paying
Agent pursuant to this Section 3.02(c) in excess of amounts required hereunder
to pay the Redemption Price and accrued interest to, but excluding, the
Redemption Date.  If any Note called for
redemption is converted pursuant hereto prior to such Redemption Date, any
money deposited with the Trustee or any Paying Agent or so segregated and held
in trust for the redemption of such Note shall be paid to the Company upon its
written request, or, if then held by the Company, shall be discharged from such
trust.  Whenever any Notes are to be redeemed,
the Company will give the Trustee written notice in the


 


24





















 


form of an Officers’
Certificate not fewer than 35 days (or such shorter period of time as may be
acceptable to the Trustee) prior to the Redemption Date as to the aggregate
principal amount of Notes to be redeemed.


 


(d)  If less than all of the outstanding Notes are
to be redeemed, the Trustee shall select the Notes or portions thereof of the
Global Note or the Notes in certificated form to be redeemed (in principal
amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by
another method the Trustee deems fair and appropriate; provided that such
method is not prohibited by any stock exchange or market on which the Notes are
listed.  If any Note selected for partial
redemption is submitted for conversion in part after such selection, the
portion of such Note submitted for conversion shall be deemed (so far as may be
possible) to be from the portion first selected for redemption.  The Notes (or portions thereof) so selected
shall be deemed duly selected for redemption for all purposes hereof,
notwithstanding that any such Note is submitted for conversion in part before
the mailing of the Redemption Notice.


 


Upon
any redemption of less than all of the outstanding Notes, the Company and the
Trustee may (but need not), solely for purposes of determining the pro rata
allocation among such Notes as are unconverted and outstanding at the time of
redemption, treat as outstanding any Notes surrendered for conversion during
the period of 15 days next preceding the mailing of a Redemption Notice and may
(but need not) treat as outstanding any Note authenticated and delivered during
such period in exchange for the unconverted portion of any Note converted in
part during such period.


 


Section 3.03.  Payment of Notes Called
for Redemption by the Company. 
If notice of redemption has been given as provided in Section 3.02, the
Notes or portion of Notes with respect to which such notice has been given
shall, unless converted into Common Stock pursuant to the terms hereof, become
due and payable on the Redemption Date and at the place or places stated in
such notice at the applicable Redemption Price, and on and after the Redemption
Date (unless the Company shall default in the payment of such Notes at the
Redemption Price) Interest on the Notes or portion of Notes so called for
redemption shall cease to accrue and, after the close of business on the second
Business Day immediately preceding the Redemption Date (unless the Company
shall default in the payment of such Notes at the Redemption Price) such Notes
shall cease to be convertible into Common Stock and, except as provided in
Section 8.01(i), to be entitled to any benefit or security under this
Indenture, and the holders thereof shall have no right in respect of such Notes
except the right to receive the Redemption Price thereof.  On presentation and surrender of such Notes
at a place of payment in said notice specified, the said Notes or the specified
portions thereof shall be paid and redeemed by the Company at the applicable
Redemption Price; provided that if the applicable Redemption Date is an
Interest Payment Date, the Interest payable on such Interest Payment Date shall
be paid on such Interest Payment Date to the holders of record of such Notes on
the applicable record date instead of the holders surrendering such Notes for
redemption on such date.


 


Upon
presentation of any Note redeemed in part only, the Company shall execute and
the Trustee shall authenticate and make available for delivery to the holder
thereof, at the expense of the Company, a new Note or Notes, of authorized
denominations, in principal amount equal to the unredeemed portion of the Notes
so presented.


 


25





















 


Notwithstanding
the foregoing, the Trustee shall not redeem any Notes or mail any Redemption
Notice during the continuance of a default in payment of Interest on the
Notes.  If any Note called for redemption
shall not be so paid upon surrender thereof for redemption, the principal
shall, until paid or duly provided for, continue to bear interest at the rate
borne by the Note, compounded semi-annually, and such Note shall remain
convertible into Common Stock until the principal and Interest shall have been
paid or duly provided for.


 


Section 3.04.  Conversion Arrangement on Call for Redemption.  In connection with any redemption of Notes,
the Company may arrange for the purchase and conversion of any Notes by an
agreement with one or more investment banks or other purchasers to purchase
such Notes by paying to the Trustee in trust for the Noteholders, on or before
the Redemption Date, an amount not less than the applicable Redemption Price of
such Notes.  Notwithstanding anything to
the contrary contained in this Article 3, the obligation of the Company to pay
the Redemption Price of such Notes shall be deemed to be satisfied and
discharged to the extent such amount is so paid by such purchasers.  If such an agreement is entered into, a copy
of which will be filed with the Trustee prior to the Redemption Date, any Notes
not duly surrendered for conversion by the Noteholders thereof may, at the
option of the Company, be deemed, to the fullest extent permitted by law,
acquired by such purchasers from such Noteholders and (notwithstanding anything
to the contrary contained in Article 15) surrendered by such purchasers for
conversion, all as of immediately prior to the close of business on the
Business Day prior to the Redemption Date or on the Redemption Date at the
option of the Company (and the right to convert any such Notes shall be
extended through such time), subject to payment of the above amount as
aforesaid.  At the direction of the
Company, the Trustee shall hold and dispose of any such amount paid to it in
the same manner as it would monies deposited with it by the Company for the
redemption of Notes.  Without the Trustee’s
prior written consent, no arrangement between the Company and such purchasers
for the purchase and conversion of any Notes shall increase or otherwise affect
any of the powers, duties, responsibilities, obligations, liabilities or
immunities of the Trustee as set forth in this Indenture.


 


Section 3.05.  Repurchase of Notes by the
Company at Option of Holders upon a Fundamental Change.


 


(a)  If a Fundamental Change shall occur at any
time prior to Stated Maturity, each holder shall have the right, at such holder’s
option, to require the Company to repurchase all of such holder’s Notes, or any
portion thereof that is a multiple of $1,000 principal amount, on the date
specified in the Fundamental Change Offer, which date shall be no earlier than
30 days nor later than 60 days after the date of the Fundamental Change Offer
(subject to extension to comply with applicable law) (the “Fundamental
Change Repurchase Date”).  The
Company shall repurchase such Notes in cash at a price (the “Fundamental Change Repurchase Price”) equal to 100% of the
principal amount thereof plus any accrued and unpaid Interest to but excluding
the Fundamental Change Repurchase Date; provided that if such Fundamental
Change Repurchase Date falls on an Interest Payment Date, then the Interest
payable on such Interest Payment Date shall be paid to the holders of record of
the Notes on the applicable record date instead of the holders surrendering the
Notes for repurchase on such date.  In
the event that at the time of a Fundamental Change that requires the Company to
repurchase the Notes, the terms of the Bank Indebtedness restrict or prohibit the
repurchase of Notes pursuant to this Section 3.05, then prior to the
mailing of the notice to holders provided for in Section 3.05(b) below but
in any event within 45 days following such Fundamental Change, the Company
shall (i) repay in full all


 


26





















 


Bank Indebtedness or, if
doing so will allow the repurchase of Notes, offer to repay in full all Bank
Indebtedness and repay the Bank Indebtedness of each lender who has accepted
such offer or (ii) obtain the requisite consent under the agreements governing
the Bank Indebtedness to permit the repurchase of the Notes as provided for in
this Section 3.05.


 


Notwithstanding
the provisions of the immediately preceding paragraph, the Company shall not be
required to repurchase any Notes of Holders upon a Fundamental Change (and the
Company shall not be required to give notice as described in Section 3.05(b)
below) if either:


 


(i)            the Last
Reported Sale Price of the Common Stock for any five Trading Days within the 10
consecutive Trading Days ending immediately before the later of the Fundamental
Change or the public announcement thereof, equals or exceeds 105% of the
Conversion Price of the Notes immediately before the Fundamental Change or the
public announcement thereof; or


 


(ii)           at
least 90% of the consideration, excluding cash payments for fractional shares
and cash payments made in respect of dissenters’ appraisal rights, in the
transaction or transactions constituting the Fundamental Change consists of
shares of capital stock traded on a U.S. national securities exchange or quoted
on the Nasdaq National Market or which will be so traded or quoted when issued
or exchanged in connection with a Fundamental Change (these securities being
referred to as “publicly traded securities”) and as a result of this transaction
or transactions the Notes become convertible into such publicly traded
securities.


 


(b)
 Except as provided by Section 3.05(a),
on or before the 45th day after the occurrence of a Fundamental Change, the
Company, or at its written request the Trustee in the name of and at the
expense of the Company (which request must be received by the Trustee at least
three Business Days prior to the date the Trustee is requested to give notice
as described below, unless the Trustee shall agree to a shorter period), shall
mail or cause to be mailed, by first class mail, to all holders of record on
such date a notice (the “Fundamental Change
Offer”) of the occurrence of such Fundamental Change and of the
repurchase right at the option of the holders arising as a result thereof to
each holder of Notes at its last address as the same appears on the Note
Register; provided that if the Company shall give such notice, it shall also
give written notice of the Fundamental Change to the Trustee at such time as it
is mailed to Noteholders.  Such notice,
if mailed in the manner herein provided, shall be conclusively presumed to have
been duly given, whether or not the holder receives such notice.  Each Fundamental Change Offer shall state:


 


(i)            the
Fundamental Change Repurchase Price, excluding accrued and unpaid Interest, the
applicable Conversion Rate at the time of such notice (and any applicable
adjustments to the Conversion Rate) and, to the extent known at the time of
such notice, the amount of Interest that will be payable with respect to the
Notes on the Fundamental Change Repurchase Date;


 


(ii)           the
events causing the Fundamental Change and the date of the Fundamental Change;


 


(iii)          the
Fundamental Change Repurchase Date;


 


(iv)          the
last date on which a holder may exercise the repurchase right;


 


27





















 


(v)           the
name and address of the Paying Agent and the Conversion Agent;


 


(vi)          that
Notes as to which a Fundamental Change Repurchase Election has been given by
the holder may be converted only if the election has been withdrawn by the
holder in accordance with the terms of this Indenture; provided that the Notes
are otherwise convertible in accordance with Section 15.01; 


 


(vii)         that
the holder shall have the right to withdraw any Notes surrendered prior to the
close of business on the Business Day immediately preceding the Fundamental
Change Repurchase Date (or any such later time as may be required by applicable
law);


 


(viii)        a
description of the procedure which a Noteholder must follow to exercise such
repurchase right or to withdraw any surrendered Notes;


 


(ix)           the
CUSIP number or numbers of the Notes (subject to Section 2.09 and if then
generally in use); and


 


(x)            briefly,
the conversion rights of the Notes and whether, at the time of such notice, the
Notes are eligible for conversion.


 


No
failure of the Company to give the foregoing notices and no defect therein
shall limit the Noteholders’ repurchase rights or affect the validity of the
proceedings for the repurchase of the Notes pursuant to this Section 3.05.


 


(c)  Notes shall be repurchased pursuant to this
Section 3.05 at the option of the holder upon:


 


(i)            delivery
to the Trustee (or other Paying Agent appointed by the Company) by a holder of
a duly completed notice (a “Fundamental
Change Repurchase Election”) in the form set forth on the reverse of
the Note at any time prior to the close of business on the Business Day
immediately preceding the Fundamental Change Repurchase Date stating:


 


(A) if
certificated, the certificate numbers of the Notes which the holder shall
deliver to be repurchased;


 


(B) the portion of
the principal amount of the Notes that the holder shall deliver to be
repurchased, which portion must be $1,000 or an integral multiple thereof, and 


 


(C) that such
Notes shall be repurchased as of the Fundamental Change Repurchase Date
pursuant to the terms and conditions specified in the Notes and in the
Indenture; and


 


(ii)           physical
delivery or book-entry transfer of the Notes to the Trustee (or other Paying
Agent appointed by the Company) simultaneously with or at any time after
delivery of the Fundamental Change Repurchase Election (together with all
necessary endorsements) at the Corporate Trust Office of the Trustee (or other
Paying Agent


 


28





















 


appointed by the Company)
in the Borough of Manhattan, such delivery or transfer being a condition to
receipt by the holder of the Fundamental Change Repurchase Price therefor;
provided that such Fundamental Change Repurchase Price shall be so paid
pursuant to this Section 3.05 only if the Notes so delivered or transferred to
the Trustee (or other Paying Agent appointed by the Company) shall conform in
all respects to the description thereof in the related Fundamental Change Repurchase
Election.  All questions as to the
validity, eligibility (including time of receipt) and acceptance of any Note
for repurchase shall be determined by the Company, whose determination shall be
final and binding absent manifest error.


 


(d)  Notwithstanding the foregoing provisions of
this Section, the Company shall not be required to make a Fundamental Change
Offer upon a Fundamental Change if a third party makes the Fundamental Change
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in Section 3.05(b) applicable to a Fundamental
Change Offer made by the Company and purchases all Notes validly tendered and
not withdrawn under such Fundamental Change Offer.


 


Section 3.06.  Repurchase of Notes by the
Company at Option of Holders on Specified Dates.


 


(a)  On August 15, 2014 and August 15, 2019 (each,
a “Company Repurchase Date”), each holder
shall have the right, at such holder’s option, to require the Company to
repurchase in cash all of such holder’s Notes, or any portion thereof that is a
multiple of $1,000 principal amount.  The
Company shall repurchase such Notes at a price (the “Company
Repurchase Price”) equal to 100% of the principal amount thereof
plus any accrued and unpaid Interest to but excluding the Company Repurchase
Date; provided  that if such Company Repurchase
Date falls on an Interest Payment Date, then the Interest payable on such
Interest Payment Date shall be paid to the holders of record of the Notes on
the applicable record date instead of the holders surrendering the Notes for
repurchase on such date.


 


(b)  On or before the 25th Business Day prior to
each Company Repurchase Date, the Company, or at its written request the
Trustee in the name of and at the expense of the Company (which request must be
received by the Trustee at least three Business Days prior to the date the
Trustee is requested to give notice as described below, unless the Trustee
shall agree to a shorter period), shall mail or cause to be mailed, by first
class mail, to all holders of record on such date a notice (the “Company Repurchase Notice”) to each holder of Notes at its
last address as the same appears on the Note Register; provided  that if the Company shall give such notice, it shall also
give written notice to the Trustee at such time as it is mailed to
Noteholders.  Such notice, if mailed in
the manner herein provided, shall be conclusively presumed to have been duly
given, whether or not the holder receives such notice.  Each Company Repurchase Notice shall state:


 


(i)            the
Company Repurchase Price (excluding accrued and unpaid Interest), the
applicable Conversion Rate at the time of such notice (and any applicable
adjustments to the Conversion Rate) and, to the extent known at the time of
such notice, the amount of Interest that will be payable with respect to the
Notes on the Company Repurchase Date;


 


(ii)           the
Company Repurchase Date;


 


29





















 


(iii)          the
last date on which a holder may exercise the repurchase right;


 


(iv)          the
name and address of the Paying Agent and the Conversion Agent;


 


(v)           that
Notes as to which a Company Repurchase Election has been given by the holder
may be converted only if the election has been withdrawn by the holder in
accordance with the terms of this Indenture; provided that the Notes are
otherwise convertible in accordance with Section 15.01;


 


(vi)          that
the holder shall have the right to withdraw any Notes surrendered prior to the
close of business on the Business Day immediately preceding the Company
Repurchase Date (or any such later time as may be required by applicable law);


 


(vii)         a
description of the procedure which a Noteholder must follow to exercise such
repurchase right or to withdraw any surrendered Notes;


 


(viii)        the
CUSIP number or numbers of the Notes (subject to Section 2.09 and if then
generally in use); and


 


(ix)           briefly,
the conversion rights of the Notes and whether, at the time of such notice, the
Notes are eligible for conversion.


 


No
failure of the Company to give the foregoing notices and no defect therein
shall limit the Noteholders’ repurchase rights or affect the validity of the
proceedings for the repurchase of the Notes pursuant to this Section 3.06.  Simultaneously with providing such notice,
the Company will publish a notice containing this information in a newspaper of
general circulation in The City of New York or the Company will issue a press
release and publish the information on the Company’s website or through such
other public medium as the Company may use at that time.


 


(c)
 Notes shall be repurchased pursuant to
this Section 3.06 at the option of the holder upon:


 


(i)            delivery
to the Trustee (or other Paying Agent appointed by the Company) by a holder of
a duly completed notice (a “Company
Repurchase Election”) in the form set forth on the reverse of the
Note at any time from the opening of business on the 20th Business Day
preceding the Company Repurchase Date until the close of business on the
Business Day immediately preceding the Company Repurchase Date stating:


 


(A) if
certificated, the certificate numbers of the Notes which the holder shall
deliver to be repurchased;


 


(B) the portion of
the principal amount of the Notes that the holder shall deliver to be
repurchased, which portion must be $1,000 or an integral multiple thereof; and


 


(C) that such
Notes shall be repurchased as of the Company Repurchase Date pursuant to the
terms and conditions specified in the Notes and in the Indenture; and


 


30





















 


(ii)           physical
delivery or book-entry transfer of the Notes to the Trustee (or other Paying
Agent appointed by the Company) simultaneously with or at any time after
delivery of the Company Repurchase Election (together with all necessary
endorsements) at the Corporate Trust Office of the Trustee (or other Paying
Agent appointed by the Company) in the Borough of Manhattan, such delivery or
transfer being a condition to receipt by the holder of the Company Repurchase
Price therefor; provided that such Company Repurchase Price shall be so paid
pursuant to this Section 3.06 only if the Notes so delivered or transferred to
the Trustee (or other Paying Agent appointed by the Company) shall conform in
all respects to the description thereof in the related Company Repurchase Election.  All questions as to the validity, eligibility
(including time of receipt) and acceptance of any Note for repurchase shall be
determined by the Company, whose determination shall be final and binding
absent manifest error.


 


Section 3.07.   Company’s Notification to
the Trustee.  At least three
Business Days before the date of any Repurchase Notice, the Company shall
deliver an Officers’ Certificate to the Trustee specifying:


 


(i)            the
information required to be included in the Repurchase Notice; and


 


(ii)           whether
the Company desires the Trustee to give the Repurchase Notice required.


 


Section 3.08.  Conditions and Procedures
for Repurchase at Option of Holders.


 


(a)  The Company shall repurchase in cash from the
holder thereof, pursuant to Section 3.05 or Section 3.06, a portion of a Note,
if the principal amount of such portion is $1,000 or a whole multiple of
$1,000.  Provisions of this Indenture
that apply to the repurchase of all of a Note also apply to the repurchase of
such portion of such Note.  Upon
presentation of any Note repurchased in part only, the Company shall execute
and the Trustee shall authenticate and make available for delivery to the
holder thereof, at the expense of the Company, a new Note or Notes, of any
authorized denomination, in aggregate principal amount equal to the portion of
the Notes presented not repurchased.


 


(b)  On or prior to a Repurchase Date, the Company
will deposit with the Trustee or with one or more Paying Agents (or, if the
Company is acting as its own Paying Agent, set aside, segregate and hold in
trust as provided in Section 5.04) an amount of cash sufficient to repurchase
on the Repurchase Date all the Notes or portions thereof to be repurchased on
such date at the Repurchase Price; provided that if such deposit is made on the
Repurchase Date it must be received by the Trustee or Paying Agent, as the case
may be, by 10:00 a.m., New York City time, on such date.


 


If the
Trustee or other Paying Agent appointed by the Company, or the Company or an
Affiliate of the Company, if it or such Affiliate is acting as the Paying
Agent, holds cash sufficient to pay the aggregate Repurchase Price of all the
Notes or portions thereof that are to be repurchased as of the Repurchase Date,
on the Business Day following the Repurchase Date (i) such Notes will cease to
be outstanding, (ii) Interest on such Notes will cease to accrue and (iii) all
other rights of the holders of such Notes will terminate, whether or not
book-entry transfer of


 


31





















 


the Notes has been made
or the Notes have been delivered to the Trustee or Paying Agent, other than the
right to receive the Repurchase Price upon delivery of the Notes.


 


(c)  Upon receipt by the Trustee (or other Paying
Agent appointed by the Company) of a Repurchase Election, the holder of the
Note in respect of which such Repurchase Election was given shall (unless such
notice is validly withdrawn) thereafter be entitled to receive solely the
Repurchase Price with respect to such Note. 
Such Repurchase Price shall be paid to such holder, subject to receipt
of funds and/or Notes by the Trustee (or other Paying Agent appointed by the
Company), promptly (but in no event more than five Business Days) following the
later of (x) the Repurchase Date with respect to such Note (provided the holder
has satisfied the conditions in Section 3.05(c) or Section 3.06(c), as
applicable) and (y) the time of delivery of such Note to the Trustee (or other
Paying Agent appointed by the Company) by the holder thereof in the manner
required by Section 3.05(c) or Section 3.06(c), as applicable.  Notes in respect of which a Repurchase
Election has been given by the holder thereof may not be converted pursuant to
Article 15 hereof on or after the date of the delivery of such Repurchase
Election unless such notice has first been validly withdrawn.


 


(d)  Notwithstanding anything herein to the
contrary, any holder delivering to the office of the Trustee (or other Paying
Agent appointed by the Company) a Repurchase Election shall have the right to
withdraw such election at any time prior to the close of business on the
Business Day preceding the Repurchase Date (or any such later time as may be
required by applicable law) by delivery of a written notice of withdrawal to
the Trustee (or other Paying Agent appointed by the Company) specifying:


 


(i)            the
certificate number, if any, of the Note in respect of which such notice of
withdrawal is being submitted, or the appropriate Depositary information if the
Note in respect of which such notice of withdrawal is being submitted is
represented by a Global Note,


 


(ii)           the
principal amount of the Note with respect to which such notice of withdrawal is
being submitted, and


 


(iii)          the
principal amount, if any, of such Note which remains subject to the original
Repurchase Election and which has been or will be delivered for repurchase by
the Company.


 


The
Trustee (or other Paying Agent appointed by the Company) shall promptly notify
the Company of the receipt by it of any Repurchase Election or written notice
of withdrawal thereof.


 


(e)  The Company will comply with the provisions
of Rule 13e-4 and any other tender offer rules under the Exchange Act to the
extent then applicable in connection with the repurchase rights of the holders
of Notes in the event of a Fundamental Change or on any Company Repurchase
Date.  If then required by applicable
law, the Company will file a Schedule TO or any other schedule required in
connection with such repurchase.


 


(f)  There shall be no repurchase of any Notes
pursuant to Section 3.05 or Section 3.06 if there has occurred at any time
prior to, and is continuing on, the Repurchase Date an Event of Default (other
than an Event of Default that is cured by the payment of the Repurchase Price
with respect to such Notes).  The Paying
Agent will promptly return to the respective holders


 


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thereof any Notes (x)
with respect to which a Repurchase Election has been withdrawn in compliance
with this Indenture, or (y) held by it during the continuance of an Event of
Default (other than a default in the payment of the Repurchase Price with
respect to such Notes) in which case, upon such return, the Repurchase Election
with respect thereto shall be deemed to have been withdrawn.


 


(g)  The Trustee (or other Paying Agent appointed
by the Company) shall return to the Company any cash that remains unclaimed as
provided in Section 13.03, together with interest, if any, thereon, held by
them for the payment of the Repurchase Price; provided  that
to the extent that the aggregate amount of cash deposited by the Company
pursuant to Section 3.08(b) exceeds the aggregate Repurchase Price of the Notes
or portions thereof which the Company is obligated to purchase as of the
Repurchase Date then, unless otherwise agreed in writing with the Company,
promptly after the Business Day following the Repurchase Date, the Trustee
shall return any such excess to the Company together with interest, if any,
thereon.


 


(h)  In the case of a reclassification, change,
consolidation, merger, combination, sale or conveyance to which Section 15.06
applies, in which the Common Stock of the Company is changed or exchanged as a
result into the right to receive stock, securities or other property or assets
(including cash), which includes shares of Common Stock of the Company or
shares of common stock of another Person that are, or upon issuance will be,
traded on a United States national securities exchange or approved for trading
on an established automated over-the-counter trading market in the United
States and such shares constitute at the time such change or exchange becomes
effective in excess of 50% of the aggregate fair market value of such stock,
securities or other property or assets (including cash) (as determined by the
Company, which determination shall be conclusive and binding), then the Person
formed by such consolidation or resulting from such merger or which acquires
such assets, as the case may be, shall execute and deliver to the Trustee a supplemental
indenture (accompanied by an Opinion of Counsel that such supplemental
indenture complies with the Trust Indenture Act as in force at the date of
execution of such supplemental indenture) modifying the provisions of this
Indenture relating to the right of holders of the Notes to cause the Company to
repurchase the Notes following a Fundamental Change and the provisions of this
Indenture relating to the Company’s option to deliver shares of Common Stock in
payment of the Repurchase Price, including without limitation the applicable
provisions of this Article 3 and the definitions of Common Stock and
Fundamental Change, as appropriate, as determined in good faith by the Company
(which determination shall be conclusive and binding), to make such provisions
apply to such other Person if different from the Company and the common stock
issued by such Person (in lieu of the Company and the Common Stock of the
Company).


 


Section 3.09.  Final Maturity Notice.  On the Final Notice Date, the Company, or at
its written request the Trustee in the name of and at the expense of the
Company (which request must received at least five Business Days prior to the
Final Notice Date (unless the Trustee shall agree to a shorter notice period)
shall mail or cause to be mailed, by first class mail, to all holders of record
on such Final Notice Date a notice (the “Final Maturity Notice”)
of the final maturity of the Notes to each holder of the Notes at its last
address as the same appears on the Note Register, provided that if the Company
shall give such notice, it shall also give written notice of the final maturity
of the Notes to the Trustee at the same time it is mailed to Noteholders.  Such notice, if mailed in the manner herein
provided, shall be conclusively presumed to have been duly given, whether or
not the holder receives such notice. 
Such notice shall state:


 


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(i)            the
final maturity date of the Notes;


 


(ii)           the
CUSIP number or numbers of the Notes (subject to Section 2.09 and if then
generally in use);


 


(iii)          briefly,
the conversion rights of the Notes and whether, at the time of such notice, the
Notes are eligible for conversion; and


 


(iv)          if
the Notes are eligible for conversion and the Company determines to satisfy all
of the Conversion Obligation with respect to conversions after the Final Notice
Date in cash, the dollar amount of the conversion to be satisfied in cash
(which must be expressed as 100% of the Conversion Obligation).


 


ARTICLE 4

INTEREST


 


Section 4.01.  Contingent Interest.  Additional interest (“Contingent
Interest”) will accrue on each Note beginning with the period
commencing on August 20, 2014 and ending on February 14, 2015, and for each of
the six-month periods thereafter commencing on February 15, 2015, if the
average Trading Price of the Notes during the Applicable Five-Day Trading
Period with respect to such Interest Period equals 120% or more of the
principal amount of the Notes.  If
Contingent Interest accrues during an Interest Period pursuant to the preceding
sentence, the amount of Contingent Interest payable with respect to such
Interest Period per $1,000 principal amount of Notes shall equal an annual rate
of 0.30% of the average Trading Price during the Applicable Five-Day Trading
Period with respect to such Interest Period.


 


The
Trustee’s sole responsibility pursuant to this Section 4.01 shall be to obtain
the Trading Price of the Notes for each Trading Day during the Applicable
Five-Day Trading Period and to provide such information to the Company.  The Company shall determine whether holders
are entitled to receive Contingent Interest, and if so, provide notice pursuant
to Section 4.03.  Notwithstanding any term
contained in this Indenture or any other document to the contrary, the Trustee
shall have no responsibilities, duties or obligations for or with respect to
(i) determining whether the Company must pay Contingent Interest or (ii)
determining the amount of Contingent Interest, if any, payable by the Company.


 


Section 4.02.  Payment of Contingent Interest.  Contingent Interest for any Interest Period
shall be paid on the immediately succeeding Interest Payment Date to the Person
in whose name any Note (or its Predecessor Note) is registered on the Note
Register at the close of business on the corresponding Regular Record
Date.  Contingent Interest due under this
Article 4 shall be treated for all purposes of this Indenture like any other
interest accruing on the Notes.


 


Section 4.03.  Contingent Interest Notification.  No later than the first Business Day of an
Interest Period for which Contingent Interest will be payable, the Company will
disseminate a press release through Dow Jones & Company, Inc. or Bloomberg
Business News stating that Contingent Interest will be paid on the Notes and
identifying the Interest Period or publish the information on its Web site or
through such other public medium as it may use at that time.


 


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ARTICLE 5

PARTICULAR COVENANTS OF THE COMPANY


 


Section 5.01.  Payment of Principal and Interest.  The Company covenants and agrees that it will
duly and punctually pay or cause to be paid the principal of (including any
Redemption Price or Repurchase Price pursuant to Article 3) and Interest on
each of the Notes at the places, at the respective times and in the manner
provided herein and in the Notes.


 


Section 5.02.  Maintenance of Office or
Agency.  The Company will
maintain an office or agency in the Borough of Manhattan, The City of New York,
where the Notes may be surrendered for registration of transfer or exchange or
for presentation for payment or for conversion, redemption or repurchase and
where notices and demands to or upon the Company and the Subsidiary Guarantors
in respect of the Notes and this Indenture may be served.  The office of BNY Midwest Trust Company,
located at 101 Barclay Street, New York, New York 10286 (Attention: Corporate
Trust Administration), shall initially be such office or agency for all of the
aforesaid purposes.  The Company will
give prompt written notice to the Trustee of the location, and any change in
the location, of such office or agency not designated or appointed by the
Trustee.  If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office.


 


The
Company may also from time to time designate co-registrars and one or more
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations.  The Company will give prompt written notice
of any such designation or rescission and of any change in the location of any
such other office or agency.


 


The
Company hereby initially designates the Trustee as Paying Agent, Note
Registrar, Custodian and Conversion Agent, and each of the Corporate Trust
Office and the office of agency of the Trustee in the Borough of Manhattan
shall be considered as one such office or agency of the Company for each of the
aforesaid purposes.


 


So
long as the Trustee is the Note Registrar, the Trustee agrees to mail, or cause
to be mailed, the notices set forth in Section 8.08.  If co-registrars have been appointed in
accordance with this Section, the Trustee shall mail such notices only to the
Company and the holders of Notes it can identify from its records.


 


Section 5.03.  Appointments to Fill
Vacancies in Trustee’s Office. 
The Company, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 8.08, a Trustee, so
that there shall at all times be a Trustee hereunder.


 


Section 5.04.  Provisions as to Paying
Agent.  (a)  If the Company shall appoint a Paying Agent
other than the Trustee, or if the Trustee shall appoint such a Paying Agent,
the Company will cause such Paying Agent to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject
to the provisions of this Section 5.04:


 


(1)           that it will hold all sums held by it
as such agent for the payment of the principal of or Interest on the Notes
(whether such sums have been paid to it by the


 


35





















 


Company or by any other
obligor on the Notes) in trust for the benefit of the holders of the Notes;


 


(2)           that it will give the Trustee notice
of any failure by the Company (or by any other obligor on the Notes) to make
any payment of the principal of or Interest on the Notes when the same shall be
due and payable; and


 


(3)           that at any time during the
continuance of an Event of Default, upon request of the Trustee, it will
forthwith pay to the Trustee all sums so held in trust.


 


The
Company shall, on or before each due date of the principal of or Interest on
the Notes, deposit with the Paying Agent a sum (in funds which are immediately
available on the due date for such payment) sufficient to pay such principal or
Interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of any failure to take such action; provided that
if such deposit is made on the due date, such deposit shall be received by the
Paying Agent by 10:00 a.m., New York City time, on such date.


 


(b)  If the Company shall act as its own Paying
Agent, it will, on or before each due date of the principal of or Interest on
the Notes, set aside, segregate and hold in trust for the benefit of the
holders of the Notes a sum sufficient to pay such principal or Interest so
becoming due and will promptly notify the Trustee of any failure to take such
action and of any failure by the Company (or any other obligor under the Notes)
to make any payment of the principal of or Interest on the Notes when the same
shall become due and payable.


 


(c)  Anything in this Section 5.04 to the contrary
notwithstanding, the Company may, at any time, for the purpose of obtaining a
satisfaction and discharge of this Indenture, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust by the Company or any
Paying Agent hereunder as required by this Section 5.04, such sums to be held
by the Trustee upon the trusts herein contained and upon such payment by the
Company or any Paying Agent to the Trustee, the Company or such Paying Agent
shall be released from all further liability with respect to such sums.


 


(d)  Anything in this Section 5.04 to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this
Section 5.04 is subject to Sections 13.02 and 13.03.


 


The
Trustee shall not be responsible for the actions of any other Paying Agents
(including the Company if acting as its own Paying Agent) and shall have no
control of any funds held by such other Paying Agents.


 


Section 5.05.  Existence.  Subject to Article 12, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence and rights (charter and statutory); provided that the
Company shall not be required to preserve any such right if the Company shall
determine that the preservation thereof is no longer desirable in the conduct
of the business of the Company and that the loss thereof is not disadvantageous
in any material respect to the Noteholders.


 


Section 5.06.  Rule 144A Information Requirement.  Within the period prior to the expiration of
the holding period applicable to sales thereof under Rule 144(k) under the
Securities Act (or any successor provision), the Company covenants and agrees
that it shall,


 


36





















 


during any period in
which it is not subject to Section 13 or 15(d) under the Exchange Act, make
available to any holder or beneficial holder of Notes or any Common Stock
issued upon conversion thereof which continue to be Restricted Securities in
connection with any sale thereof and any prospective purchaser of Notes or such
Common Stock designated by such holder or beneficial holder, the information
required pursuant to Rule 144A(d)(4) under the Securities Act upon the request
of any holder or beneficial holder of the Notes or such Common Stock and it
will take such further action as any holder or beneficial holder of such Notes
or such Common Stock may reasonably request, all to the extent required from
time to time to enable such holder or beneficial holder to sell its Notes or
Common Stock without registration under the Securities Act within the
limitation of the exemption provided by Rule 144A, as such Rule may be amended
from time to time.  Upon the request of
any holder or any beneficial holder of the Notes or such Common Stock, the
Company will deliver to such holder a written statement as to whether it has
complied with such requirements.


 


Section 5.07.  Stay, Extension and Usury
Laws.  The Company covenants
(to the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law or other law which would prohibit or
forgive the Company from paying all or any portion of the principal of or
Interest on the Notes as contemplated herein, wherever enacted, now or at any
time hereafter in force, or which may affect the covenants or the performance
of this Indenture and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that
it will not, by resort to any such law, hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.


 


Section 5.08.  Compliance Certificate.  The Company shall deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company, a certificate
signed by either the principal executive officer, principal financial officer
or principal accounting officer of the Company, stating whether or not to the
best knowledge of the signer thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all
such defaults and the nature and the status thereof of which the signer may
have knowledge.


 


The
Company will deliver to the Trustee, promptly upon becoming aware of (i) any
default in the performance or observance of any covenant, agreement or
condition contained in this Indenture, or (ii) any Event of Default, an
Officers’ Certificate specifying with particularity such default or Event of
Default and further stating what action the Company has taken, is taking or
proposes to take with respect thereto.


 


Any
notice required to be given under this Section 5.08 shall be delivered to a
Responsible Officer of the Trustee at its Corporate Trust Office.


 


Section 5.09.  Additional Amounts Notice.  In the event that the Company is required to
pay Additional Amounts to holders of Notes pursuant to the Registration Rights
Agreement, the Company will provide written notice (“Additional
Amounts Notice”) to the Trustee of its obligation to pay Additional
Amounts no later than 15 days prior to the proposed payment date for the Additional
Amounts, and the Additional Amounts Notice shall set forth the amount of


 


37





















 


Additional Amounts to be
paid by the Company on such payment date. 
The Trustee shall not at any time be under any duty or responsibility to
any holder of Notes to determine the Additional Amounts, or with respect to the
nature, extent or calculation of the amount of Additional Amounts when made, or
with respect to the method employed in such calculation of the Additional Amounts.


 


Section 5.10.  Contingent Debt Tax Treatment.  The Company agrees and, by acceptance of a
Note, each beneficial holder of a Note will be deemed to have agreed to treat
the Notes as indebtedness of the Company for U.S. federal income tax purposes
that are subject to the regulations governing contingent payment debt
instruments and to be bound (in the absence of an administrative determination
or judicial ruling to the contrary) by the Company’s determination of the
comparable yield and projected payment schedule within the meaning of the
regulations governing contingent payment debt instruments.  A holder of Notes may obtain the amount of
original issue discount, issue date, yield to maturity, comparable yield and projected
payment schedule for the Notes, determined by the Company pursuant to Treas.
Reg. Sec. 1.1275-4, by submitting a written request for it to the Company at
the following address: Alliant Techsystems Inc., 5050 Lincoln Drive, Edina,
Minnesota 55436, Attention: Treasurer.


 


Section 5.11.  Limitation on Senior Subordinated
Indebtedness.  The Company
will not Incur any Indebtedness that is subordinate in right of payment to any
Senior Indebtedness of the Company unless such Indebtedness is pari  passu
with, or subordinated in right of payment to, the Notes.  The Company will not permit or cause any
Subsidiary Guarantor to, and no Subsidiary Guarantor will, Incur any
Indebtedness that is subordinate in right of payment to any Senior Indebtedness
of such Subsidiary Guarantor unless such Indebtedness is pari  passu
with, or subordinated in right of payment to, the Subsidiary Guarantee of such
Subsidiary Guarantor.


 


ARTICLE 6

NOTEHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE


 


Section 6.01.  Noteholders’ Lists.  The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee, semiannually, not more than 15
days after each February 15 and August 15 in each year beginning with February
15, 2005, and at such other times as the Trustee may request in writing, within
30 days after receipt by the Company of any such request (or such lesser time
as the Trustee may reasonably request in order to enable it to timely provide
any notice to be provided by it hereunder), a list in such form as the Trustee
may reasonably require of the names and addresses of the holders of Notes as of
a date not more than 15 days (or such other date as the Trustee may reasonably
request in order to so provide any such notices) prior to the time such
information is furnished, except that no such list need be furnished by the
Company to the Trustee so long as the Trustee is acting as the sole Note
Registrar.


 


Section 6.02.  Preservation and Disclosure of Lists.  (a) 
The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Notes contained in the most recent list furnished to it as provided in Section
6.01 or maintained by the Trustee in its capacity as Note Registrar or
co-registrar in respect of the Notes, if so acting.  The Trustee may destroy any list furnished to
it as provided in Section 6.01 upon receipt of a new list so furnished.


 


38





















 


(b)  The rights of Noteholders to communicate with
other holders of Notes with respect to their rights under this Indenture or
under the Notes, and the corresponding rights and duties of the Trustee, shall
be as provided by the Trust Indenture Act.


 


(c)  Every Noteholder, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason
of any disclosure of information as to names and addresses of holders of Notes
made pursuant to the Trust Indenture Act.


 


Section 6.03.  Reports by Trustee.  (a) 
Within 60 days after May 15 of each year commencing with the year 2004,
the Trustee shall transmit to holders of Notes such reports dated as of May 15
of the year in which such reports are made concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant thereto.  In the event that no events have occurred
under the applicable sections of the Trust Indenture Act, the Trustee shall be
under no duty or obligation to provide such reports.


 


(b)  A copy of such report shall, at the time of
such transmission to holders of Notes, be filed by the Trustee with each stock
exchange and automated quotation system upon which the Notes are listed and
with the Company.  The Company will
promptly notify the Trustee in writing when the Notes are listed on any stock
exchange or automated quotation system or delisted therefrom.


 


Section 6.04.  Reports by Company.  The Company shall file with the Trustee (and
the Commission if at any time after the Indenture becomes qualified under the
Trust Indenture Act), and transmit to holders of Notes, such information,
documents and other reports and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant to such Act, whether or not the Notes are governed by such Act;
provided that any such information, documents or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall
be filed with the Trustee within 15 days after the same is so required to be
filed with the Commission.  Such reports
shall be deemed to have been furnished to the Trustee if they are electronically
available via the Commission’s EDGAR system. 
Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on an Officers’ Certificates).


 


ARTICLE 7

REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT


 


Section 7.01.  Events of Default.  In case one or more of the following events
(each, an “Event of Default”) (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body) shall have occurred and be continuing:


 


39





















 


(a)  default in the payment of any installment of
Interest upon any of the Notes as and when the same shall become due and
payable, whether or not such payment shall be prohibited by Article 16, and
continuance of such default for a period of 30 days; or


 


(b)  default in the payment of the principal of
any of the Notes as and when the same shall become due and payable either at
maturity or in connection with any redemption or repurchase, in each case
pursuant to Article 3, by acceleration or otherwise, whether or not such
payment shall be prohibited by Article 16; or


 


(c)  the Company or any Subsidiary Guarantor fails
to comply with Section 12.01; or 


 


(d)  the Company fails to comply with
Section 17.01 and such failure continues for 30 days after the date on
which written notice of such failure, requiring the Company to remedy the same,
shall have been given to the Company by the Trustee, or to the Company and a
Responsible Officer of the Trustee by the holders of at least 25% in aggregate
principal amount of the Notes at the time outstanding determined in accordance
with Section 9.04; or


 


(e)  default in the Company’s obligation to
convert the Notes into Common Stock upon the exercise of a holder’s rights
pursuant to Article 15; or


 


(f)  default in the Company’s obligation to
repurchase the Notes at the option of a holder upon a Fundamental Change
pursuant to Section 3.05 or on specified dates pursuant to Section 3.06; or


 


(g)  failure to provide notice of the occurrence
of a Fundamental Change on a timely basis as required by Section 3.05; or


 


(h)  default in the Company’s obligation to redeem
the Notes after it has exercised its option to redeem; or


 


(i)  failure on the part of the Company or any
Subsidiary Guarantor duly to observe or perform any other of the covenants or
agreements on the part of the Company or such Subsidiary Guarantor in the Notes
or in this Indenture (other than a covenant or agreement a default in whose
performance or whose breach is elsewhere in this Section 7.01 specifically
dealt with) continued for a period of 60 days after the date on which written
notice of such failure, requiring the Company to remedy the same, shall have
been given to the Company by the Trustee, or to the Company and a Responsible
Officer of the Trustee by the holders of at least 25% in aggregate principal
amount of the Notes at the time outstanding determined in accordance with
Section 9.04; or


 


(j)  default by the Company or any of its
Subsidiaries in the payment of the principal or interest on any mortgage,
agreement or other instrument under which there may be outstanding, or by which
there may be secured or evidenced, any of the indebtedness of the Company or
any of its Subsidiaries for money borrowed in excess of $10,000,000 for so long
as the Company’s 81⁄2% Senior Subordinated Notes due 2011 remain outstanding and
$25,000,000 thereafter or its foreign currency equivalent in the aggregate,
whether such indebtedness now exists or shall hereafter be created, resulting
in such indebtedness becoming or being declared due and payable, and such acceleration
shall not have been rescinded or annulled within 10 days after the date on
which written notice of such failure has been received by the Company or such
Subsidiary, as


 


40





















 


applicable, requiring the
Company to remedy the same, shall have been given to the Company by the
Trustee, or to the Company and a Responsible Officer of the Trustee by the
holders of at least 25% in aggregate principal amount of the Notes at the time
outstanding determined in accordance with Section 9.04; or 


 


(k)  the Company or any Significant Subsidiary
pursuant to or within the meaning of any Bankruptcy Law:


 


(i)            commences a voluntary case;


 


(ii)           consents to the entry of an order for
relief against it in an involuntary case;


 


(iii)                               consents
to the appointment of a Custodian of it or for any substantial part of its
property;


 


(iv)          makes a general assignment for the
benefit of its creditors; or


 


(v)                                 or
takes any comparable action under any foreign laws relating to insolvency; or


 


(l)  a court of competent jurisdiction enters an
order or decree under any Bankruptcy Law that:


 


(i)                                     is
for relief against the Company or any Significant Subsidiary in an involuntary
case;


 


(ii)                                  appoints
a Bankruptcy Custodian of the Company or any Significant Subsidiary or for any
substantial part of its property; 


 


(iii)                               orders
the winding up or liquidation of the Company or any Significant Subsidiary; or


 


(iv)                              or
any similar relief is granted under any foreign laws and the order or decree
remains unstayed and in effect for 60 days; or


 


(m)  any judgment or decree for the payment of
money in excess of $10,000,000 for so long as the Company’s 81⁄2% Senior
Subordinated Notes due 2011 remain outstanding and $25,000,000 thereafter or
its foreign currency equivalent (in excess of the amount for which liability
for payment has been acknowledged by a solvent third party insurer) against the
Company or any Subsidiary Guarantor and either (i) an enforcement
proceeding has been commenced by any creditor upon such judgment or decree or
(ii) there is a period of 90 days following the entry of such
judgment or decree during which such judgment or decree is not discharged,
waived or the execution thereof stayed; or 


 


(n)  any Subsidiary Guarantee of a Subsidiary
Guarantor holding more than 5% of the Company’s consolidated assets or
generating more than 5% of the Company’s consolidated sales or net income as of
and for the twelve months ended on the end of the most recent fiscal quarter
for which financial statements are publicly available ceases to be in full
force and effect (except as contemplated by the terms thereof) or any such
Subsidiary Guarantor or Person acting by or


 


41





















 


on behalf of any such
Subsidiary Guarantor denies or disaffirms such Subsidiary Guarantor’s
obligations under this Indenture or any Subsidiary Guarantee and such Default
continues for 10 days after the date on which written notice of such Default,
requiring the Company to remedy the same, has been given to the Company by the
Trustee, or to the Company and a Responsible Officer of the Trustee by the
holders of at least 25% in aggregate principal amount of the Notes at the time
outstanding determined in accordance with Section 9.04.


 


The Company shall deliver to the Trustee, within 30
days after the occurrence thereof, written notice in the form of an Officers’
Certificate of any event which is, or with the giving of notice or the lapse of
time or both would become, an Event of Default, its status and what action the
Company is taking or proposes to take with respect thereto.


 


Section 7.02.  Acceleration.  If an Event of Default (other than an Event
of Default specified in Section 7.01(k) or (l) with respect to the
Company) occurs and is continuing, the Trustee by notice to the Company and the
Trustee, or the holders of at least 25% in principal amount of the outstanding
Notes then outstanding hereunder determined in accordance with Section 9.04 by
notice to the Company, may declare the principal of and accrued but unpaid
Interest on all the Notes to be due and payable.  Upon such a declaration, such principal and
interest shall be due and payable immediately. 
If an Event of Default specified in Section 7.01(k) or (l) with
respect to the Company occurs, the principal of and Interest on all the Notes
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any holders.  This provision, however, is subject to the
conditions that if, at any time after the principal of the Notes shall have
been so declared due and payable, and before any judgment or decree for the
payment of the monies due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of Interest upon all Notes and the
principal of any and all Notes which shall have become due otherwise than by
acceleration (with interest on overdue installments of Interest (to the extent
that payment of such interest is enforceable under applicable law) and on such
principal at the rate borne by the Notes, to the date of such payment or
deposit) and amounts due to the Trustee pursuant to Section 8.07, and if any
and all defaults under this Indenture, other than the nonpayment of principal
of and accrued Interest on Notes which shall have become due by acceleration,
shall have been cured or waived pursuant to Section 7.05, then and in every
such case the holders of a majority in aggregate principal amount of the Notes
then outstanding, by written notice to the Company and to the Trustee, may
waive all defaults or Events of Default and rescind and annul such declaration
and its consequences; but no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or Event of Default, or shall
impair any right consequent thereon. 


 


In
case the Trustee shall have proceeded to enforce any right under this Indenture
and such proceedings shall have been discontinued or abandoned because of such
waiver or rescission and annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case the Company,
the holders of Notes, and the Trustee shall be restored respectively to their
several positions and rights hereunder, and all rights, remedies and powers of
the Company, the holders of Notes, and the Trustee shall continue as though no
such proceeding had been taken.


 


Section 7.03.  Payments of Notes on Default; Suit Therefor.  The Company covenants that (a) in case
default shall be made in the payment of any installment of Interest upon any of


 


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the Notes as and when the
same shall become due and payable, and such default shall have continued for a
period of 30 days, or (b) in case default shall be made in the payment of the
principal of any of the Notes as and when the same shall have become due and
payable, whether at maturity of the Notes or in connection with any redemption,
repurchase, acceleration, declaration or otherwise, then, upon demand of the
Trustee, the Company will pay to the Trustee, for the benefit of the holders of
the Notes, the whole amount that then shall have become due and payable on all
such Notes for principal or Interest, as the case may be, with interest upon
the overdue principal and (to the extent that payment of such interest is
enforceable under applicable law) upon the overdue installments of Interest at
the rate borne by the Notes, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other amounts due the Trustee under Section 8.07.  Until such demand by the Trustee, the Company
may pay the principal of and Interest on the Notes to the registered holders,
whether or not the Notes are overdue.


 


In
case the Company shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any actions or proceedings at law or in equity for
the collection of the sums so due and unpaid, and may prosecute any such action
or proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company or any other obligor on the Notes and collect
in the manner provided by law out of the property of the Company or any other
obligor on the Notes wherever situated the monies adjudged or decreed to be
payable.


 


In
case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on the Notes under Title 11
of the United States Code, or any other applicable law, or in case a receiver,
assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator
or similar official shall have been appointed for or taken possession of the
Company or such other obligor, the property of the Company or such other
obligor, or in the case of any other judicial proceedings relative to the
Company or such other obligor upon the Notes, or to the creditors or property
of the Company or such other obligor, the Trustee, irrespective of whether the
principal of the Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have
made any demand pursuant to the provisions of this Section 7.03, shall be
entitled and empowered, by intervention in such proceedings or otherwise, to
file and prove a claim or claims for the whole amount of principal and Interest
owing and unpaid in respect of the Notes, and, in case of any judicial
proceedings, to file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee and of the
Noteholders allowed in such judicial proceedings relative to the Company or any
other obligor on the Notes, its or their creditors, or its or their property,
and to collect and receive any monies or other property payable or deliverable
on any such claims, and to distribute the same after the deduction of any
amounts due the Trustee under Section 8.07, and to take any other action with
respect to such claims, including participating as a member of any official
committee of creditors, as it reasonably deems necessary or advisable, and,
unless prohibited by law or applicable regulations, and any receiver, assignee
or trustee in bankruptcy or reorganization, liquidator, custodian or similar
official is hereby authorized by each of the Noteholders to make such payments
to the Trustee, and, in the event that the Trustee shall consent to the making
of such payments directly to the Noteholders, to pay to the Trustee any amount
due it for reasonable compensation, expenses, advances and disbursements,
including counsel fees and expenses


 


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incurred by it up to the
date of such distribution.  To the extent
that such payment of reasonable compensation, expenses, advances and disbursements
out of the estate in any such proceedings shall be denied for any reason,
payment of the same shall be secured by a lien on, and shall be paid out of,
any and all distributions, dividends, monies, securities and other property
which the holders of the Notes may be entitled to receive in such proceedings,
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.


 


All
rights of action and of asserting claims under this Indenture, or under any of
the Notes, may be enforced by the Trustee without the possession of any of the
Notes, or the production thereof at any trial or other proceeding relative
thereto, and any such suit or proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the holders of the Notes.


 


In any
proceedings brought by the Trustee (and in any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be
a party) the Trustee shall be held to represent all the holders of the Notes,
and it shall not be necessary to make any holders of the Notes parties to any
such proceedings.


 


Section 7.04.  Other Remedies.  If an
Event of Default occurs and is continuing, the Trustee may pursue any available
remedy to collect the payment of principal of or Interest on the Notes or to enforce
the performance of any provision of the Notes, the Subsidiary Guarantees or
this Indenture.  The Trustee may maintain
a proceeding even if it does not possess any of the Notes or Subsidiary
Guarantees or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any
holder in exercising any right or remedy accruing upon an Event of Default
shall not impair the right or remedy or constitute a waiver of or acquiescence
in the Event of Default.  No remedy is
exclusive of any other remedy.  All
available remedies are cumulative.


 


Section 7.05.  Waiver of Past Defaults.  The holders of a majority in principal amount
of the Notes then outstanding determined in accordance with Section 9.04 by
notice to the Trustee may waive an existing Default and its consequences except
(i) a default in the payment of Interest on, or the principal of, the Notes,
(ii) a failure by the Company to convert any Notes into Common Stock, (iii) a
default in the payment of the Redemption Price pursuant to Section 3.03, (iv) a
default in the payment of the Fundamental Change Repurchase Price pursuant to
Section 3.05 or Company Repurchase Price pursuant to Section 3.06 or (v) a
default in respect of a covenant or provisions hereof which under Article 11
cannot be modified or amended without the consent of the holders of each or all
Notes then outstanding or affected thereby. 
Upon any such waiver, the Company, the Trustee and the holders of the
Notes shall be restored to their former positions and rights hereunder; but no
such waiver shall extend to any subsequent or other default or Event of Default
or impair any right consequent thereon. 
Whenever any default or Event of Default hereunder shall have been
waived as permitted by this Section 7.05, said default or Event of Default
shall for all purposes of the Notes (and the Subsidiary Guarantees, if
applicable) and this Indenture be deemed to have been cured and to be not
continuing; but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon.


 


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Section 7.06.  Control by Majority.  The holders of a majority in aggregate
principal amount of the Notes at the time outstanding determined in accordance with
Section 9.04 may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or of exercising any trust or power
conferred on the Trustee.  However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture or, subject to Section 8.01, that the Trustee determines is
unduly prejudicial to the rights of other holders or would involve the Trustee
in personal liability; provided, however, that the Trustee may
take any other action deemed proper by the Trustee that is not inconsistent
with such direction.  Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion against all losses and expenses caused by taking
or not taking such action.


 


Section 7.07.  Limitation on Suits.  (a)  Except to enforce the right to
receive payment of principal, premium (if any) or interest when due, no holder
may pursue any remedy with respect to this Indenture, the Notes or the
Subsidiary Guarantees unless:


 


(i)            the holder gives to the Trustee
written notice stating that an Event of Default is continuing;


 


(ii)           the holders of at least 25% in
aggregate principal amount of the Notes then outstanding make a written request
to the Trustee to pursue the remedy;


 


(iii)          such holder or holders offer to the
Trustee security or indemnity reasonably satisfactory to it against any loss,
liability or expense;


 


(iv)          the Trustee does not comply with the
request within 60 days after receipt of the request and the offer of security
or indemnity; and


 


(v)           the holders of a majority in
principal amount of the Notes then outstanding do not give the Trustee a
direction inconsistent with the request during such 60-day period.


 


(b)  A holder may not use this Indenture to
prejudice the rights of another holder or to obtain a preference or priority
over another holder.


 


Section 7.08.  Rights of Holders to Receive Payment.  Notwithstanding any other provision of this
Indenture and any provision of any Note, the right of any holder of any Note to
receive payment of the principal of (including any Redemption Price or
Repurchase Price pursuant to Article 3) and accrued Interest on such Note on or
after the respective due dates expressed in such Note, or to institute suit for
the enforcement of any such payment on or after such respective dates against
the Company, shall not be impaired or affected without the consent of such
holder.


 


Anything in this Indenture or the Notes to the
contrary notwithstanding, the holder of any Note, without the consent of either
the Trustee or the holder of any other Note, in its own behalf and for its own
benefit, may enforce, and may institute and maintain any proceeding suitable to
enforce, its rights of conversion as provided herein.


 


Section 7.09.  Collection Suit by Trustee.  If an Event of Default specified in
Section 7.01(a) or (b) occurs and is continuing, the Trustee may recover
judgment in its own


 


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name and as trustee of an
express trust against the Company or any other obligor on the Notes or the
Subsidiary Guarantees for the whole amount then due and owing (together with
Interest on overdue principal and (to the extent lawful) on any unpaid Interest
at the rate provided for in the Notes) and the amounts provided for in
Section 8.07.


 


Section 7.10.  Trustee May File Proofs of Claim.  The Trustee may file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee and the holders allowed in any judicial proceedings
relative to the Company, any Subsidiary or Subsidiary Guarantor, their
creditors or their property and, unless prohibited by law or applicable
regulations, may vote on behalf of the holders in any election of a trustee in
bankruptcy or other Person performing similar functions, and any Bankruptcy
Custodian in any such judicial proceeding is hereby authorized by each holder
to make payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the holders, to pay to the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and its counsel, and any
other amounts due the Trustee under Section 8.07.


 


Section 7.11.  Priorities.  Any monies collected by the Trustee pursuant
to this Article 7 shall be applied in the order following, for the distribution
of such monies, upon presentation of the several Notes, and stamping thereon
the payment, if only partially paid, and upon surrender thereof, if fully paid:


 


FIRST:  To the payment of all amounts due the Trustee
under Section 8.07;


 


SECOND:  to holders of Senior Indebtedness of the
Company to the extent required by Article 16 and to holders of Senior Indebtedness
of the Subsidiary Guarantors to the extent required by Article 18;


 


THIRD:  In case the principal of the outstanding
Notes shall not have become due and be unpaid, to the payment of Interest on
the Notes in default in the order of the maturity of the installments of such
Interest, with interest (to the extent that such interest has been collected by
the Trustee) upon the overdue installments of Interest at the rate borne by the
Notes, such payments to be made ratably to the Persons entitled thereto;


 


FOURTH:  In case the principal of the outstanding
Notes shall have become due, by declaration or otherwise, and be unpaid, to the
payment of the whole amount then owing and unpaid upon the Notes for principal
and Interest, with interest on the overdue principal and (to the extent that
such interest has been collected by the Trustee) upon overdue installments of
Interest at the rate borne by the Notes, and in case such monies shall be
insufficient to pay in full the whole amounts so due and unpaid upon the Notes,
then to the payment of such principal and Interest without preference or
priority of principal over Interest, or of Interest over principal, or of any
installment of Interest over any other installment of Interest, or of any Note
over any other Note, ratably to the aggregate of such principal and accrued and
unpaid Interest; and


 


FIFTH:  To the payment of the remainder, if any, to
the Company.


 


The
Trustee may fix a record date and payment date for any payment to holders
pursuant to this Section.  At least
15 days before such record date, the Trustee shall mail to each holder and
the Company a notice that states the record date, the payment date and amount
to be paid.


 


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Section 7.12.  Undertaking for Costs.  All parties to this Indenture agree, and each
holder of any Note by its acceptance thereof shall be deemed to have agreed,
that any court may, in its discretion, require, in any suit for the enforcement
of any right or remedy under this Indenture, or in any suit against the Trustee
for any action taken or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; provided that the provisions of this Section 7.12 (to the
extent permitted by law) shall not apply to any suit instituted by the Trustee,
to any suit instituted by any Noteholder pursuant to Section 7.08, or by a
group of Noteholders holding in the aggregate more than 25% in principal amount
of the Notes at the time outstanding determined in accordance with Section
9.04, or to any suit instituted by any Noteholder for the enforcement of the
payment of the principal of or Interest on any Note on or after the due date
expressed in such Note or to any suit for the enforcement of the right to
convert any Note in accordance with the provisions of Article 15.


 


Section 7.13.  Remedies Cumulative and Continuing.  Except as provided in Section 2.06, all
powers and remedies given by this Article 7 to the Trustee or to the
Noteholders shall, to the extent permitted by law, be deemed cumulative and not
exclusive of any thereof or of any other powers and remedies available to the
Trustee or the holders of the Notes, by judicial proceedings or otherwise, to
enforce the performance or observance of the covenants and agreements contained
in this Indenture, and no delay or omission of the Trustee or of any holder of
any of the Notes to exercise any right or power accruing upon any default or
Event of Default occurring and continuing as aforesaid shall impair any such
right or power, or shall be construed to be a waiver of any such default or any
acquiescence therein, and, subject to the provisions of Sections 7.06 and 7.07,
every power and remedy given by this Article 7 or by law to the Trustee or to
the Noteholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Noteholders.


 


ARTICLE 8

THE TRUSTEE


 


Section 8.01.  Duties of Trustee.  (a)  If an Event of Default has occurred
and is continuing, the Trustee shall exercise the rights and powers vested in
it by this Indenture and use the same degree of care and skill in their
exercise as a prudent person would exercise or use under the circumstances in
the conduct of such person’s own affairs.


 


(b)  Except during the continuance of an Event of
Default:


 


(i)            the Trustee undertakes to perform
such duties and only such duties as are specifically set forth in this
Indenture and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and


 


(ii)           in the absence of bad faith on its
part, the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this
Indenture.  However, in the case of any
such certificates or opinions which by any provision of this Indenture are
specifically required to be furnished to the Trustee, the


 


47





















 


Trustee shall examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.


 


(c)  The Trustee may not be relieved from
liability for its own negligent action, its own negligent failure to act or its
own wilful misconduct, except that:


 


(i)            this paragraph does not limit the
effect of paragraph (b) of this Section;


 


(ii)           the Trustee shall not be liable for
any error of judgment made in good faith by a Trust Officer unless it is proved
that the Trustee was negligent in ascertaining the pertinent facts;


 


(iii)          the Trustee shall not be liable with
respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 7.06; and


 


(iv)          no provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers, if it shall have reasonable grounds to
believe that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.


 


(d)  The Trustee shall not be liable in respect of
any payment (as to the correctness of amount, entitlement to receive or any
other matters relating to payment) or notice effected by the Company or any
Paying Agent or any records maintained by any co-registrar with respect to the
Notes.


 


(e)  If any party fails to deliver a notice
relating to an event the fact of which, pursuant to this Indenture, requires
notice to be sent to the Trustee, the Trustee may conclusively rely on its
failure to receive such notice as reason to act as if no such event occurred.


 


(f)  The Trustee shall not be deemed to have
knowledge or notice of any Default or Event of Default hereunder unless a
Responsible Officer of the Trustee shall have received at the Corporate Trust
Office written notice of such default or Event of Default from the Company or
the holders of at least 10% in aggregate principal amount of the Notes and such
notice refers to such default or Event of Default, the Notes and the Indenture.


 


(g)  Every provision of this Indenture that in any
way relates to the Trustee is subject to paragraphs (a), (b), (c), (d),
(e) and (f) of this Section.


 


(h)
 The Trustee shall not be liable for
interest on any money received by it except as the Trustee may agree in writing
with the Company.


 


(i)  Subject to the provisions of Section 13.03,
all monies received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received.  Money held by the Trustee in trust hereunder
need not be segregated from other funds except to the extent required by law.  The Trustee shall be under no liability for
interest on any money received by it hereunder except as may be agreed in
writing from time to time by the Company and the Trustee.


 


48





















 


(j)  Every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section and to the
provisions of the Trust Indenture Act.


 


Except
as otherwise provided in this Section 8.01, whenever in the administration of
the provisions of this Indenture the Trustee shall deem it necessary or
desirable that a matter be proved or established prior to taking or omitting
any action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of bad faith or willful
misconduct on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers’ Certificate delivered to the Trustee.


 


Section 8.02.  Rights of Trustee.  (a) The Trustee may conclusively
rely on any document believed by it to be genuine and to have been signed or
presented by the proper person.  The
Trustee need not investigate any fact or matter stated in the document.


 


(b)  Before the Trustee acts or refrains from
acting, it may require an Officers’ Certificate or an Opinion of Counsel.  The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on the Officers’
Certificate or Opinion of Counsel.


 


(c)  The Trustee may act through agents and shall
not be responsible for the misconduct or negligence of any agent appointed with
due care.


 


(d)  The Trustee shall not be liable for any
action it takes or omits to take in good faith which it believes to be
authorized or within its rights or powers; provided, however, that
the Trustee’s conduct does not constitute wilful misconduct or negligence.


 


(e)  The Trustee may consult with counsel of its
selection, and the advice or opinion of counsel with respect to legal matters
relating to this Indenture, the Notes and the Subsidiary Guarantees shall be
full and complete authorization and protection from liability in respect of any
action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel.


 


(f)  The Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the Noteholders pursuant to the
provisions of this Indenture, unless such Noteholders shall have offered to the
Trustee reasonable security or indemnity satisfactory to it against the costs,
expenses and liabilities which may be incurred therein or thereby.


 


(g)  The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, debenture, note or other paper or document unless requested in
writing to do so by the holders of not less than a majority in principal amount
of the Notes at the time outstanding determined as provided in Section 9.04,
but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, to the
extent necessary to determine the relevant facts, personally or by agent or
attorney; provided that, except to carry out its obligations under this
Indenture, the Trustee shall not disclose any information obtained as a result
of such examination without the written consent of the Company.


 


49





















 


(h)  The rights, privileges, protections,
immunities and benefits given to the Trustee, including, without limitation,
its right to be indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder, and each duly authorized agent,
custodian and other Person employed by the Trustee to act hereunder and acting
within the limits of such person’s actual authority.


 


(i)  The Trustee may request that the Company
deliver an Officers’ Certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant
to this Indenture, which Officers’ Certificate may be signed by any person
authorized to sign an Officers’ Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded.


 


(j)  In no event shall the Trustee be responsible
or liable for special, indirect, or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of
whether the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action.


 


Section 8.03.  Individual Rights of Trustee.  The Trustee in its individual or any other
capacity may become the owner or pledgee of Notes and the Subsidiary Guarantees
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. 
Any Paying Agent, Conversion Agent or Note Registrar may do the same
with like rights.  However, the Trustee
must comply with Sections 8.10 and 8.11.


 


Section 8.04.  Trustee’s Disclaimer.  The recitals contained herein and in the
Notes (except in the Trustee’s certificate of authentication) shall be taken as
the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same.  The Trustee
shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture, any Subsidiary Guarantee or the Notes, it shall not
be accountable for the Company’s use of the proceeds from the Notes, and it
shall not be responsible for any statement of the Company or any Subsidiary
Guarantor in this Indenture or in any document issued in connection with the
sale of the Notes or in the Notes or Subsidiary Guarantees other than the
Trustee’s certificate of authentication. 
The Trustee shall not be charged with knowledge of any Default or Event
of Default under Sections 7.01(c), (d), (e), (f), (g), (h), (i), (j) or (m) or
of the identity of any Significant Subsidiary unless either (a) a
Responsible Officer of the Trustee shall have actual knowledge thereof or
(b) the Trustee shall have received notice thereof in accordance with
Section 19.03 hereof from the Company, any Subsidiary Guarantor or any
holder.


 


Section 8.05.  Notice of Default.  If a Default occurs and is continuing and if
it is known to the Trustee, the Trustee shall mail to each Noteholder, as the
names and addresses of such holders appear upon the Note Register, notice of
the Default within the earlier of 90 days after it occurs or 30 days after it
is actually known to a Responsible Officer or written notice of it is received
by the Trustee, unless such Defaults shall have been cured or waived before the
giving of such notice; provided that except in the case of Default in the
payment of the principal of or Interest on any of the Notes, the Trustee shall
be protected in withholding such notice if and so long as a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Noteholders.


 


50





















 


Section 8.06.  Reports by Trustee to Holders.  As promptly as practicable after each
May 15 beginning with May 15, 2005, and in any event prior to
June 15 in each year, the Trustee shall mail to each Noteholder a
brief report dated as of such June 15 that complies with
Section 313(a) of the Trust Indenture Act if and to the extent required
thereby.  The Trustee shall also comply
with Section 313(b) of the Trust Indenture Act.


 


A copy
of each report at the time of its mailing to holders shall be filed with the
Commission and each stock exchange (if any) on which the Notes are listed.  The Company agrees to notify promptly the
Trustee whenever the Notes become listed on any stock exchange and of any
delisting thereof.


 


Section 8.07.  Compensation and Indemnity.  Each of the Company and the Subsidiary
Guarantors, jointly and severally, covenants and agrees to pay to the Trustee
from time to time such compensation as shall be agreed in writing between the
Company and the Trustee for its services. 
The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. 
The Company shall promptly reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services in accordance with
the terms agreed by the Company and the Trustee.  Such expenses shall include the reasonable compensation
and expenses, disbursements and advances of the Trustee’s agents, counsel,
accountants and experts.  Each of the
Company and the Subsidiary Guarantors, jointly and severally, covenants to
indemnify the Trustee against any and all loss, liability, damage, claim or
expense (including reasonable attorneys’ fees and expenses) incurred by or in
connection with the acceptance or administration of this trust and the
performance of its duties hereunder.  The
Trustee shall notify the Company of any claim for which it may seek indemnity
promptly upon the Trustee actually receiving written notice thereof; provided,
however, that any failure so to notify the Company shall not relieve the
Company or any Subsidiary Guarantor of its indemnity obligations hereunder if
not materially prejudicial to the Company. 
The Company shall defend the claim and the indemnified party shall
provide reasonable cooperation at the Company’s expense in the defense.  Such indemnified parties may have one
separate counsel and the Company and the Subsidiary Guarantors, as applicable
shall pay the fees and expenses of such counsel; provided, however,
that the Company shall not be required to pay such fees and expenses if it
assumes such indemnified parties’ defense and, in such indemnified parties’
reasonable judgment, there is no conflict of interest between the Company and
the Subsidiary Guarantors, as applicable, and such parties in connection with
such defense.  The Company need not
reimburse any expense or indemnify against any loss, liability or expense
incurred by an indemnified party through such party’s own wilful misconduct,
negligence or bad faith.


 


To
secure the Company’s payment obligations in this Section, the Trustee shall
have a lien prior to the Notes on all money or property held or collected by
the Trustee other than money or property held in trust to pay principal of and
Interest on particular Notes.


 


The Company’s payment obligations pursuant to this
Section shall survive the satisfaction or discharge of this Indenture, any
rejection or termination of this Indenture under any bankruptcy law or the
resignation or removal of the Trustee. 
Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses after the occurrence of a
Default specified in Section 7.01(k) or (l) with respect to the Company,
the expenses are intended to constitute expenses of administration under the
Bankruptcy Law.


 


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Section 8.08.  Replacement of Trustee.  (a)  The Trustee may resign at any time
by so notifying the Company.  The holders
of a majority in principal amount of the Notes at the time outstanding may
remove the Trustee by so notifying the Trustee and may appoint a successor
Trustee.  The Company shall remove the
Trustee if:


 


(i)            the Trustee fails to comply with
Section 8.10;


 


(ii)           the Trustee is adjudged bankrupt or
insolvent;


 


(iii)          a receiver or other public officer
takes charge of the Trustee or its property; or


 


(iv)          the Trustee otherwise becomes
incapable of acting.


 


If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture.


 


(b)  If the Trustee resigns, is removed by the
Company or by the holders of a majority in principal amount of the Notes at the
time outstanding and such holders do not reasonably promptly appoint a
successor Trustee, or if a vacancy exists in the office of Trustee for any
reason (the Trustee in such event being referred to herein as the retiring
Trustee), the Company shall promptly appoint a successor Trustee.


 


(c)  A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.  Thereupon the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of
its succession to holders.  The retiring
Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided for in Section 8.07.


 


(d)  If a successor Trustee does not take office
within 60 days after the retiring Trustee resigns or is removed, the retiring
Trustee or the holders of 25% in principal amount of the Notes at the time
outstanding may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee.


 


(e)  If the Trustee fails to comply with
Section 8.10, unless the Trustee’s duty to resign is stayed as provided in
Section 310(b) of the Trust Indenture Act, any holder who has been a bona
fide holder of a Note for at least six months may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.


 


(f)  Notwithstanding the replacement of the
Trustee pursuant to this Section, the Company’s obligations under
Section 8.07 shall continue for the benefit of the retiring Trustee.


 


Section 8.09.  Successor Trustee by Merger.  If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all its corporate trust
business or assets to, another corporation or banking association, the
resulting, surviving or transferee corporation without any further act shall be
the successor Trustee.


 


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In case at the time such successor or successors by
merger, conversion or consolidation to the Trustee shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but
not delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either in
the name of any predecessor hereunder or in the name of the successor to the
Trustee; and in all such cases such certificates shall have the full force
which it is anywhere in the Notes or in this Indenture provided that the
certificate of the Trustee shall have.


 


Section 8.10.  Eligibility; Disqualification.  The Trustee shall at all times satisfy the
requirements of Section 310(a) of the Trust Indenture Act.  The Trustee shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published
annual report of condition.  The Trustee
shall comply with Section 310(b) of the Trust Indenture Act, subject to
its right to apply for a stay of its duty to resign under the penultimate paragraph
of Section 310(b) of the Trust Indenture Act; provided, however,
that there shall be excluded from the operation of Section 310(b)(1) of
the Trust Indenture Act any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
Section 310(b)(1) of the Trust Indenture Act are met.


 


Section 8.11.  Preferential Collection of Claims Against
Company.  The Trustee shall
comply with Section 311(a) of the Trust Indenture Act, excluding any
creditor relationship listed in Section 311(b) of the Trust Indenture
Act.  A Trustee who has resigned or been
removed shall be subject to Section 311(a) of the Trust Indenture Act to
the extent indicated.


 


ARTICLE 9

THE NOTEHOLDERS


 


Section 9.01.  Action by Noteholders.  Whenever in this Indenture it is provided
that the holders of a specified percentage in aggregate principal amount of the
Notes may take any action (including the making of any demand or request, the
giving of any notice, consent or waiver or the taking of any other action), the
fact that at the time of taking any such action, the holders of such specified
percentage have joined therein may be evidenced (a) by any instrument or any
number of instruments of similar tenor executed by Noteholders in person or by
agent or proxy appointed in writing, or (b) by the record of the holders of
Notes voting in favor thereof at any meeting of Noteholders duly called and
held in accordance with the provisions of Article 10, or (c) by a combination
of such instrument or instruments and any such record of such a meeting of
Noteholders.  Whenever the Company or the
Trustee solicits the taking of any action by the holders of the Notes, the Company
or the Trustee may fix in advance of such solicitation, a date as the record
date for determining holders entitled to take such action.  The record date shall he not more than 15
days prior to the date of commencement of the solicitation of such action.


 


Section 9.02.  Proof of Execution by Noteholders.  Subject to the provisions of Section 8.01,
8.02 and 10.05, proof of the execution of any instrument by a Noteholder or its
agent or proxy shall be sufficient if made in accordance with such reasonable
rules and regulations as may be prescribed by the Trustee or in such manner as
shall be satisfactory to the Trustee. 
The


 


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holding of Notes shall be
proved by the registry of such Notes or by a certificate of the Note Registrar.


 


The
record of any Noteholders’ meeting shall be proved in the manner provided in
Section 10.06.


 


Section 9.03.  Who Are Deemed Absolute Owners.  The Company, the Trustee, any Paying Agent,
any Conversion Agent and any Note Registrar may deem the Person in whose name
such Note shall be registered upon the Note Register to be, and may treat it
as, the absolute owner of such Note (whether or not such Note shall be overdue
and notwithstanding any notation of ownership or other writing thereon made by
any Person other than the Company or any Note Registrar) for the purpose of
receiving payment of or on account of the principal of and Interest on such
Note, for conversion of such Note and for all other purposes; and neither the
Company nor the Trustee nor any Paying Agent nor any Conversion Agent nor any
Note Registrar shall be affected by any notice to the contrary.  All such payments so made to any holder for
the time being, or upon his order, shall be valid, and, to the extent of the sum
or sums so paid, effectual to satisfy and discharge the liability for monies
payable upon any such Note.


 


Section 9.04.  Company-owned Notes Disregarded.  In determining whether the holders of the
requisite aggregate principal amount of Notes have concurred in any direction,
consent, waiver or other action under this Indenture, Notes which are owned by
the Company or any other obligor on the Notes or any Affiliate of the Company
or any other obligor on the Notes shall be disregarded and deemed not to be
outstanding for the purpose of any such determination; provided that for the
purposes of determining whether the Trustee shall be protected in relying on
any such direction, consent, waiver or other action, only Notes which a
Responsible Officer knows are so owned shall be so disregarded.  Notes so owned which have been pledged in
good faith may be regarded as outstanding for the purposes of this Section 9.04
if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s
right to vote such Notes and that the pledgee is not the Company, any other
obligor on the Notes or any Affiliate of the Company or any such other
obligor.  In the case of a dispute as to
such right, any decision by the Trustee taken upon the advice of counsel shall
be full protection to the Trustee.  Upon
request of the Trustee, the Company shall furnish to the Trustee promptly an
Officers’ Certificate listing and identifying all Notes, if any, known by the
Company to be owned or held by or for the account of any of the above described
Persons, and, subject to Section 8.01, the Trustee shall be entitled to accept
such Officers’ Certificate as conclusive evidence of the facts therein set
forth and of the fact that all Notes listed therein are outstanding for the
purpose of any such determination.


 


Section 9.05.  Revocation of Consents, Future Holders Bound.  At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 9.01, of the taking of any
action by the holders of the percentage in aggregate principal amount of the
Notes specified in this Indenture in connection with such action, any holder of
a Note which is shown by the evidence to be included in the Notes the holders
of which have consented to such action may, by filing written notice with the
Trustee at its Corporate Trust Office and upon proof of holding as provided in
Section 9.02, revoke such action so far as concerns such Note.  Except as aforesaid, any such action taken by
the holder of any Note shall be conclusive and binding upon such holder and
upon all future holders and owners of such Note and of any Notes issued in
exchange or substitution therefor, irrespective of whether any notation in
regard thereto is made upon such Note or any Note issued in exchange or
substitution therefor.


 


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ARTICLE 10

MEETINGS OF NOTEHOLDERS


 


Section 10.01.  Purpose of Meetings.  A meeting of Noteholders may be called at any
time and from time to time pursuant to the provisions of this Article 10 for
any of the following purposes:


 


(1)           to give any notice to the Company or
to the Trustee or to give any directions to the Trustee permitted under this
Indenture, or to consent to the waiving of any default or Event of Default
hereunder and its consequences, or to take any other action authorized to be
taken by Noteholders pursuant to any of the provisions of Article 7;


 


(2)           to remove the Trustee and nominate a
successor trustee pursuant to the provisions of Article 8;


 


(3)           to consent to the execution of an
indenture or indentures supplemental hereto pursuant to the provisions of
Section 11.02; or


 


(4)           to take any other action authorized
to be taken by or on behalf of the holders of any specified aggregate principal
amount of the Notes under any other provision of this Indenture or under
applicable law.


 


Section 10.02.  Call of Meetings by Trustee.  The Trustee may at any time call a meeting of
Noteholders to take any action specified in Section 10.01, to be held at such
time and at such place as the Trustee shall determine.  Notice of every meeting of the Noteholders,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting and the establishment of any record
date pursuant to Section 9.01, shall be mailed to holders of Notes at their
addresses as they shall appear on the Note Register.  Such notice shall also be mailed to the
Company.  Such notices shall be mailed
not less than 20 nor more than 90 days prior to the date fixed for the meeting.


 


Any
meeting of Noteholders shall be valid without notice if the holders of all
Notes then outstanding are present in person or by proxy or if notice is waived
before or after the meeting by the holders of all Notes outstanding, and if the
Company and the Trustee are either present by duly authorized representatives
or have, before or after the meeting, waived notice.


 


Section 10.03.  Call of Meetings by Company or Noteholders.  In case at any time the Company, pursuant to
a resolution of its Board of Directors, or the holders of at least 10% in
aggregate principal amount of the Notes then outstanding, shall have requested
the Trustee to call a meeting of Noteholders, by written request setting forth
in reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within 20 days after
receipt of such request, then the Company or such Noteholders may determine the
time and the place for such meeting and may call such meeting to take any
action authorized in Section 10.01, by mailing notice thereof as provided in
Section 10.02.


 


Section 10.04.  Qualifications for Voting.  To be entitled to vote at any meeting of
Noteholders a person shall (a) be a holder of one or more Notes on the record
date pertaining to such meeting or (b) be a person appointed by an instrument
in writing as proxy by a holder of 


 


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one or more Notes on the
record date pertaining to such meeting. 
The only persons who shall be entitled to be present or to speak at any
meeting of Noteholders shall be the persons entitled to vote at such meeting
and their counsel and any representatives of the Trustee and its counsel and
any representatives of the Company and its counsel.


 


Section 10.05.  Regulations.  Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Noteholders, in regard to proof of the holding of
Notes and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.


 


The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by
Noteholders as provided in Section 10.03, in which case the Company or the
Noteholders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman.  A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote pf the holders of a majority in principal amount of the Notes represented
at the meeting and entitled to vote at the meeting.


 


Subject
to the provisions of Section 9.04, at any meeting each Noteholder or
proxyholder shall be entitled to one vote for each $1,000 principal amount of
Notes held or represented by him; provided that no vote shall be cast or
counted at any meeting in respect of any Note challenged as not outstanding and
ruled by the chairman of the meeting to be not outstanding.  The chairman of the meeting shall have no
right to vote other than by virtue of Notes held by him or instruments in
writing as aforesaid duly designating him as the proxy to vote on behalf of
other Noteholders.  Any meeting of
Noteholders duly called pursuant to the provisions of Section 10.02 or 10.03
may be adjourned from time to time by the holders of a majority of the
aggregate principal amount of Notes represented at the meeting, whether or not
constituting a quorum, and the meeting may be held as so adjourned without
further notice.


 


Section 10.06.  Voting.  The vote upon any resolution submitted to any
meeting of Noteholders shall be by written ballot on which shall be subscribed
the signatures of the holders of Notes or of their representatives by proxy and
the outstanding principal amount of the Notes held or represented by them.  The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at
the meeting.  A record in duplicate of
the proceedings of each meeting of Noteholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was
mailed as provided in Section 10.02.  The
record shall show the principal amount of the Notes voting in favor of or
against any resolution.  The record shall
be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one of the duplicates shall be delivered to the
Company and the other to the Trustee to be preserved by the Trustee, the latter
to have attached thereto the ballots voted at the meeting.


 


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Any
record so signed and verified shall be conclusive evidence of the matters
therein stated.


 


Section 10.07.  No Delay of Rights by
Meeting.  Nothing contained in
this Article 10 shall be deemed or construed to authorize or permit, by reason
of any call of a meeting of Noteholders or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise
of any right or rights conferred upon or reserved to the Trustee or to the
Noteholders under any of the provisions of this Indenture or of the Notes.


 


ARTICLE 11

SUPPLEMENTAL INDENTURES


 


Section 11.01.  Supplemental Indentures Without Consent of
Noteholders.  The Company and
the Subsidiary Guarantors, when authorized by the resolutions of the Board of
Directors, and the Trustee may, from time to time, and at any time enter into
an indenture or indentures supplemental hereto for one or more of the following
purposes:


 


(a)
 to exercise the Company’s right to elect
the payment option pursuant to Section 15.02(g) and to make related changes
throughout the Indenture;


 


(b)  make provision with respect to the conversion
rights of the holders of Notes pursuant to the requirements of Section 15.01(e)
or Section 15.06 or the repurchase obligations of the Company pursuant to the
requirements of Section 3.08(h);


 


(c)  to convey, transfer, assign, mortgage or
pledge to the Trustee as security for the Notes, any property or assets or to add
guarantees with respect to the Notes;


 


(d)  surrender any of the Company’s rights or
powers under the Indenture;


 


(e)  to evidence the succession of another Person
to the Company or any Subsidiary Guarantor, as applicable, or successive
successions, and the assumption by the successor Person of the covenants,
agreements and obligations of the Company or such Subsidiary Guarantor pursuant
to Article 12;


 


(f)  to provide for uncertificated Notes in
addition to or in place of certificated Notes; provided, however,
that the uncertificated Notes are issued in registered form for purposes of
Section 163(f) of the Code or in a manner such that the uncertificated
Notes are described in Section 163(f)(2)(B) of the Code;


 


(g)  to make any change in Article 16 or Article
18 that would limit or terminate the benefits available to any holder of Senior
Indebtedness of the Company or a Subsidiary Guarantor (or Representatives
thereof) under Article 16 or Article 18, respectively;


 


(h)  to add to the covenants of the Company such
further covenants, restrictions or conditions for the benefit of the holders of
Notes, and to make the occurrence, or the occurrence and continuance, of a
default in any such additional covenants, restrictions or conditions a default
or an Event of Default permitting the enforcement of all or any of the several
remedies provided in this Indenture as herein set forth; provided that in
respect of any such additional covenant, restriction or condition, such
supplemental indenture may provide for a particular


 


57





















 


period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default
or may limit the remedies available to the Trustee upon such default;


 


(i)  to provide for the issuance under this
Indenture of Notes in coupon form (including Notes registrable as to principal
only) and to provide for exchangeability of such Notes with the Notes issued
hereunder in fully registered form and to make all appropriate changes for such
purpose;


 


(j)  to cure any ambiguity or to correct or
supplement any provision contained herein or in any supplemental indenture that
may be defective or inconsistent with any other provisions contained herein or
in any supplemental indenture, or to make such other provision in regard to
matters or questions arising under this Indenture that shall not materially
adversely affect the interests of the holders of the Notes;


 


(k)  to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Notes;


 


(l)  to modify, eliminate or add to the provisions
of this Indenture to such extent as shall be necessary to effect the
qualifications of this Indenture under the Trust Indenture Act, or under any
similar federal statute hereafter enacted; or


 


(m)  make other changes to the Indenture or forms
or terms of the Notes, provided no such change individually or in the aggregate
with all other such changes has or will have a material adverse effect on the
interests of the Noteholders.


 


Upon
the written request of the Company, accompanied by a copy of the resolutions of
the Board of Directors certified by its Secretary or Assistant Secretary
authorizing the execution of any supplemental indenture, the Trustee is hereby
authorized to join with the Company in the execution of any such supplemental
indenture, to make any further appropriate agreements and stipulations that may
be therein contained and to accept the conveyance, transfer and assignment of
any property thereunder, but the Trustee shall not be obligated to, but may in
its discretion, enter into any supplemental indenture that affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise.


 


Any
supplemental indenture authorized by the provisions of this Section 11.01 may
be executed by the Company and the Trustee without the consent of the holders
of any of the Notes at the time outstanding, notwithstanding any of the provisions
of Section 11.02.


 


Notwithstanding
any other provision of the Indenture or the Notes, the Registration Rights
Agreement and the obligation to pay Additional Amounts thereunder may be
amended, modified or waived in accordance with the provisions of the
Registration Rights Agreement.


 


Section 11.02.  Supplemental Indenture with Consent of
Noteholders.  With the consent
(evidenced as provided in Article 9) of the holders of at least a majority in
aggregate principal amount of the Notes at the time outstanding, the Company,
when authorized by the resolutions of the Board of Directors, and the Trustee
may, from time to time and at any time, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or any


 


58





















 


supplemental indenture or
of modifying in any manner the rights of the holders of the Notes; provided
that no such supplemental indenture shall (i) reduce the principal amount of or
change the Stated Maturity of any Note, (ii) reduce the rate or extend the time
of payment of Interest on any Note, (iii) reduce any amount payable on
redemption or repurchase of any Note (including upon the occurrence of a
Fundamental Change) or change the time at which or the circumstances under
which the Notes may or shall be redeemed or repurchased (subject to the
immediately succeeding sentence), (iv) impair the right of any Noteholder to
institute suit for the payment on any Note, (v) make the principal or Interest
of any Note payable in any coin or currency other than that provided in the
Notes, (vi) impair the right to convert the Notes into Common Stock subject to
the terms set forth herein, (vii) reduce the number of shares of Common Stock
or other property receivable upon conversion, (viii) modify any of the
provisions of this Section 11.02 or Section 7.05, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the holder of each Note so
affected, (ix) change any obligation of the Company to maintain an office or
agency in the places and for the purposes set forth in Section 5.02, (x) reduce
the quorum or voting requirements set forth in Article 10, (xi) make any change
in Article 16 or Article 18 that adversely affects the rights of any Noteholder
under Article 16 or Article 18, (xii) modify the Subsidiary Guarantees in
any manner adverse to the Noteholders or (xiii) reduce the aforesaid percentage
of Notes, the holders of which are required to consent to any such supplemental
indenture, without the consent of the holders of all Notes then
outstanding.  Notwithstanding the
immediately preceding sentence, the Company and the Trustee, with the consent
of the holders of at least a majority in aggregate principal amount of the
Notes at the time outstanding, may waive or modify Section 3.05 of the
Indenture relative to the Company’s obligation to make an offer to repurchase
the Notes as a result of a Fundamental Change (other than reducing the
Fundamental Change Repurchase Price which can only be modified with the consent
of the holders of all Notes then outstanding).


 


Upon
the written request of the Company, accompanied by a copy of the resolutions of
the Board of Directors certified by its Secretary or Assistant Secretary
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Noteholders as aforesaid,
the Trustee shall join with the Company in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the Trustee
may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.


 


It
shall not be necessary for the consent of the Noteholders under this Section
11.02 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such consent shall approve the substance thereof.


 


Section 11.03.  Effect of Supplemental Indenture.  Any supplemental indenture executed pursuant
to the provisions of this Article 11 shall comply with the Trust Indenture Act,
as then in effect, provided that this Section 11.03 shall not require such
supplemental indenture or the Trustee to be qualified under the Trust Indenture
Act prior to the time such qualification is in fact required under the terms of
the Trust Indenture Act or the Indenture has been qualified under the Trust
Indenture Act, nor shall it constitute any admission or acknowledgment by any
party to such supplemental indenture that any such qualification is required
prior to the time such qualification is in fact required under the terms of the
Trust Indenture Act or the Indenture has been qualified under the Trust
Indenture Act.  Upon the execution of any
supplemental indenture


 


59





















 


pursuant to the
provisions of Article 11, this Indenture shall be and be deemed to be modified
and amended in accordance therewith and the respective rights, limitation of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company and the holders of Notes shall thereafter be determined, exercised
and enforced hereunder, subject in all respects to such modifications and
amendments and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.


 


Section 11.04.  Notation on Notes.  Notes authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article 11 may bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. 
If the Company or the Trustee shall so determine, new Notes so modified
as to conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture
may, at the Company’s expense, be prepared and executed by the Company,
authenticated by the Trustee (or an authenticating agent duly appointed by the
Trustee pursuant to Section 19.12) and delivered in exchange for the Notes then
outstanding, upon surrender of such Notes then outstanding.


 


Section 11.05.  Evidence of Compliance of Supplemental Indenture to Be Furnished to
Trustee.  Prior to entering
into any supplemental indenture, the Trustee shall be provided with an Officers’
Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant hereto complies with the requirements
of this Article 11 and is otherwise authorized or permitted by this Indenture.


 


ARTICLE 12

CONSOLIDATION, MERGER, CONVEYANCE AND LEASE


 


Section 12.01.  When May Company Merge or Transfer Assets.  (a) 
The Company shall not consolidate with or merge with or into, or convey,
transfer or lease all or substantially all its assets to, any Person, unless:


 


(A)  the resulting, surviving or
transferee Person (the “Successor Company”)
shall be a corporation organized and existing under the laws of the United
States of America, any State thereof or the District of Columbia and the
Successor Company (if not the Company) shall expressly assume, by a
supplemental indenture hereto, executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all the obligations of the Company
under the Notes and this Indenture;


 


(B)  immediately after giving
effect to such transaction (and treating any Indebtedness which becomes an
obligation of the Successor Company or any Subsidiary Guarantor as a result of
such transaction as having been Incurred by the Successor Company or such
Subsidiary Guarantor at the time of such transaction), no Default shall have
occurred and be continuing;


 


(C)  the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that such consolidation,


 


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merger or
transfer and such supplemental indenture (if any) comply with this Indenture;
and


 


(D)          the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the
Noteholders will not recognize income, gain or loss for Federal income tax
purposes as a result of such transaction and will be subject to Federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such transaction had not occurred.


 


The
Successor Company shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture, but the predecessor
Company in the case of a conveyance, transfer or lease of all or substantially
all its assets shall not be released from the obligation to pay the principal
of and interest on the Notes.


 


(b)  The
Company shall not permit any Subsidiary Guarantor to consolidate with or merge
with or into, or convey, transfer or lease all or substantially all of its
assets to any Person unless:  (i) the
resulting, surviving or transferee Person (the “Successor Guarantor”) will be a corporation organized and
existing under the laws of the United States of America, any State thereof or
the District of Columbia, and such Person (if not such Subsidiary Guarantor)
shall expressly assume, by a supplemental indenture, executed and delivered to
the Trustee, in form reasonably satisfactory to the Trustee, all the
obligations of such Subsidiary Guarantor under its Subsidiary Note Guarantee;
(ii) immediately after giving effect to such transaction (and treating any
Indebtedness which becomes an obligation of the Successor Guarantor or another
Subsidiary Guarantor as a result of such transaction as having been Incurred by
such Person or such Subsidiary Guarantor at the time of such transaction), no
Default shall have occurred and be continuing; and (iii) the Company shall
have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and such
supplemental indenture (if any) comply with this Indenture.


 


The
Successor Guarantor will succeed to, and be substituted for, and may exercise
every right and power of, such Subsidiary Guarantor under this Indenture, but
the predecessor Subsidiary Guarantor in the case of conveyance, transfer or
lease of all or substantially all its assets will not be released from the
obligation to pay the principal of and interest (including Contingent Interest)
on the Notes.


 


(c)  Notwithstanding the foregoing, (i) any
Subsidiary Guarantor may consolidate with, merge into or transfer all or part
of its properties and assets to the Company or any Subsidiary Guarantor and
(ii) the Company may merge with an Affiliate incorporated solely for the
purpose of reincorporating the Company in another jurisdiction to realize tax
or other benefits.


 


Section 12.02.  Successor to Be
Substituted.  In case of any such consolidation, merger,
conveyance, transfer or lease and upon the assumption by the successor Person,
by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the due and punctual payment of the
principal of and Interest on all of the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Company, such successor Person shall succeed to and be
substituted for the Company, with the same effect as if it had been named
herein as the party of this first part. 
Such successor Person thereupon may cause to be signed, and may issue
either in its own name or in the name of


 


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Alliant Techsystems Inc. any or all of the
Notes, issuable hereunder that theretofore shall not have been signed by the
Company and delivered to the Trustee; and, upon the order of such successor
Person instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver, or cause to be authenticated and delivered, any Notes that
previously shall have been signed and delivered by the officers of the Company
to the Trustee for authentication, and any Notes that such successor Person
thereafter shall cause to be signed and delivered to the Trustee for that purpose.  All the Notes so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Notes
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Notes had been issued at the date of the execution
hereof.  In the event of any such
consolidation, merger, conveyance, transfer or lease, the Person named as the “Company” in the first paragraph of this
Indenture or any successor that shall thereafter have become such in the manner
prescribed in this Article 12 may be dissolved, wound up and liquidated at any
time thereafter and such Person shall be released from its liabilities as
obligor and maker of the Notes and from its obligations under this Indenture.


 


In
case of any such consolidation, merger, conveyance, transfer or lease, such
changes in phraseology and form (but not in substance) may be made in the Notes
thereafter to be issued as may be appropriate.


 


ARTICLE 13


SATISFACTION AND DISCHARGE OF INDENTURE


 


Section 13.01.  Discharge of Indenture.  When (a) the Company shall deliver to the
Trustee for cancellation all Notes theretofore authenticated (other than any
Notes that have been destroyed, lost or stolen and in lieu of or in
substitution for which other Notes shall have been authenticated and delivered)
and not theretofore canceled, or (b) all the Notes not theretofore canceled or
delivered to the Trustee for cancellation shall have become due and payable and
the Company shall deposit with the Trustee, in trust, cash or, if expressly
permitted by the terms of the Notes or the Indenture, Common Stock, in each
case sufficient to pay all amounts due and owing on Notes (other than any Notes
that shall have been mutilated, destroyed, lost or stolen and in lieu of or in
substitution for which other Notes shall have been authenticated and delivered)
not theretofore canceled or delivered to the Trustee for cancellation,
accompanied by a verification report, as to the sufficiency of the deposited
amount, from an independent certified accountant or other financial
professional satisfactory to the Trustee, and if in either case the Company
shall also pay or cause to be paid all other sums payable hereunder by the
Company, then this Indenture shall cease to be of further effect (except as to
(i) remaining rights of registration of transfer, substitution and exchange and
conversion of Notes, (ii) rights hereunder of Noteholders to receive payments
of principal of and Interest on the Notes and the other rights, duties and
obligations of Noteholders, as beneficiaries hereof with respect to the
amounts, if any, so deposited with the Trustee and (iii) the rights,
obligations and immunities of the Trustee hereunder), and the Trustee, on
written demand of the Company accompanied by an Officers’ Certificate and an
Opinion of Counsel as required by Section 19.05 and at the cost and expense of
the Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture; the Company, however, hereby agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred
by the Trustee and to compensate the Trustee for any services thereafter
reasonably and properly rendered by the Trustee in connection with this
Indenture or the Notes.  The Trustee
shall hold in trust money or Common Stock


 


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deposited with it
pursuant to this Article 13.  It
shall apply the deposited money and Common Stock through the Paying Agent and
in accordance with this Indenture to the payment of principal of and Interest
on the Notes.  Money and Common Stock so
held in trust are not subject to Article 16 or 18.


 


Section 13.02.  Paying Agent to Repay Monies Held.  Upon the satisfaction and discharge of this
Indenture, all monies then held by any Paying Agent of the Notes (other than
the Trustee) shall, upon written request of the Company, be repaid to it or
paid to the Trustee, and thereupon such Paying Agent shall be released from all
further liability with respect to such monies.


 


Section 13.03.  Return of Unclaimed Monies.  Subject to the requirements of applicable
law, any monies deposited with or paid to the Trustee for payment of the
principal of or Interest on Notes and not applied but remaining unclaimed by
the holders of Notes for two years after the date upon which the principal of
or Interest on such Notes, as the case may be, shall have become due and
payable, shall be repaid to the Company by the Trustee on demand and all
liability of the Trustee shall thereupon cease with respect to such monies; and
the holder of any of the Notes shall thereafter look only to the Company for
any payment that such holder may be entitled to collect unless an applicable
abandoned property law designates another Person.


 


ARTICLE 14


IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
DIRECTORS


 


Section 14.01.  Indenture, Notes and Subsidiary Guarantees
Solely Corporate Obligations.  No recourse for the payment of
the principal of or Interest on any Note, or for any claim based thereon or
otherwise in respect thereof, including any claim based upon a Subsidiary
Guarantee, and no recourse under or upon any obligation, covenant or agreement
of the Company in this Indenture or in any supplemental indenture or in any
Note or Guarantee, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, employee, agent,
officer, director or subsidiary, as such, past, present or future, of the
Company or the Subsidiary Guarantors or of any successor corporation, either
directly or through the Company or the Subsidiary Guarantors or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Notes and the Subsidiary Guarantees.


 


ARTICLE 15


CONVERSION
OF NOTES


 


Section 15.01.  Right to Convert.  (a) 
Subject to and upon compliance with the provisions of this Indenture,
prior to the close of business on the Stated Maturity, the holder of any Note
shall have the right, at such holder’s option, to convert the principal amount
of the Note, or any portion of such principal amount which is a multiple of
$1,000, into fully paid and non-assessable shares of Common Stock (as such
shares shall then be constituted) at the Conversion Rate in effect at such
time, by surrender of the Note so to be converted in whole or in part, together
with any required funds, under the circumstances described in this Section
15.01 and in the manner provided in Section 15.02.  The Company may elect to deliver cash in lieu
of shares of Common Stock.  In addition,
the Company may elect to amend the Indenture pursuant


 


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to Section 15.02(g) to
allow for payment upon conversion as described therein.  The Notes shall be convertible only during
the following periods upon the occurrence of one of the following events:


 


(i)            during any fiscal
quarter of the Company after the quarter ended October 3, 2004 (and only during
such fiscal quarter) if the Last Reported Sale Price for the Common Stock for
at least 20 Trading Days during the period of 30 consecutive Trading Days
ending on the last Trading Day of the previous fiscal quarter equals or exceeds
130% of the Conversion Price on such last Trading Day;


 


(ii)           in the event that the
Company calls the Notes for redemption, at any time prior to the close of
business on the second Business Day immediately preceding the Redemption Date;
provided that only those Notes that are called for redemption may be converted
following such an event; or


 


(iii)          as provided in Section
(b) of this Section 15.01.


 


The
Company or its designated agent shall determine on a daily basis during the
time period specified in Section 15.01(a)(i) whether the Notes shall be
convertible as a result of the occurrence of an event specified in clause (i)
above and, if the Notes shall be so convertible, the Company shall promptly
deliver to the Trustee (or other Conversion Agent appointed by the Company)
written notice thereof.  Whenever the
Notes shall become convertible pursuant to this Section 15.01, the Company or,
at the Company’s request, the Trustee in the name and at the expense of the
Company, shall notify the holders of the event triggering such convertibility
in the manner provided in Section 19.03, and the Company shall also publicly
announce such information by publication on the Company’s Web site or through
such other public medium as it may use at such time.  Any notice so given shall be conclusively
presumed to have been duly given, whether or not the holder receives such
notice.


 


The Trustee
shall be entitled at its sole discretion to consult with the Company and to
request the assistance of the Company in connection with the Trustee’s duties
and obligations pursuant to Section 15.01(a) hereof, and the Company agrees, if
requested by the Trustee, to cooperate with, and provide assistance to, the
Trustee in carrying out its duties under this Section 15.01; provided, however,
that nothing herein shall be construed to relieve the Trustee of its duties
pursuant to Section 15.01(a) hereof.


 


(b)  In addition, if:


 


(i)            (A) the Company
distributes to all holders of its Common Stock rights or warrants entitling
them (for a period expiring within 60 days of the date of the distribution) to
subscribe for or purchase shares of Common Stock at a price per share less than
the Last Reported Sale Price on the Trading Day immediately preceding the
declaration date of the distribution, or (B) the Company distributes to all
holders of Common Stock assets (including cash), debt securities or rights to
purchase securities of the Company, which distribution has a per share value as
determined by the Company’s Board of Directors and set forth in a Board
Resolution exceeding 10% of the Last Reported Sale Price of the Common Stock on
the Trading Day immediately preceding the declaration date for such
distribution, then, in either case, the Notes may be surrendered


 


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for conversion
at any time on and after the date that the Company gives notice to the holders
of such distribution, which shall be not less than 20 Business Days prior to
the Ex-Dividend Date for such distribution, until the earlier of the close of
business on the Business Day immediately preceding, but not including, the
Ex-Dividend Date or the date the Company publicly announces that such
distribution will not take place; provided that no holder of a Note will have
the ability to convert and no adjustment to the Conversion Price will be made
if the holder will otherwise participate in such distribution without
conversion; or


 


(ii)           the Company
consolidates with or merges with or into another Person or is a party to a
binding share exchange or conveys, transfers, sells, leases or otherwise
disposes of all or substantially all of its properties and assets in each case
pursuant to which the Common Stock is converted into cash or property other
than securities, or if a transaction described in clause (iv) of the
definition of Fundamental Change occurs on or prior to August 15, 2014 and
results in an increase in the Conversion Rate of the Notes as described in
Section 15.01(d), then the Notes may be surrendered for conversion at any time
from and after the date 15 days prior to the anticipated effective date of the
transaction and ending on and including the date 15 days after the anticipated
effective date of the transaction (or, if such transaction also results in
holders having the right to require the Company to repurchase Notes, until the
Fundamental Change Repurchase Date).


 


The Board of Directors
shall determine the anticipated effective date of the transaction, and such
determination shall be conclusive and binding on the holders and shall be
publicly announced by the Company by publication on its Web site or through
such other public medium as it may use at that time not later than two Business
Days prior to such 15th day before the anticipated effective date.


 


(c)  A Note in respect of which a holder is
electing to exercise its option to require repurchase upon a Fundamental Change
pursuant to Section 3.05 or repurchase pursuant to Section 3.06 may be
converted only if such holder withdraws its election in accordance with Section
3.08(d).  A holder of Notes is not
entitled to any rights of a holder of Common Stock until such holder has
converted his Notes to Common Stock, and only to the extent such Notes are
deemed to have been converted to Common Stock under this Article 15.


 


(d)  If and only to the extent a holder elects to
convert Notes in connection with a Fundamental Change pursuant to clause (iv)
of the definition thereof that occurs prior to August 15, 2014 pursuant to
which 10% or more of the consideration for the Common Stock (other than cash
payments for fractional shares and cash payments made in respect of dissenters’
appraisal rights) in such Fundamental Change transaction consists of cash or
securities (or other property) that are not traded or scheduled to be traded
immediately following such transaction on a U.S. national securities exchange
or the Nasdaq National Market, such holder will be entitled to receive, in
addition to a number of shares of Common Stock equal to the Conversion Rate per
$1,000 principal amount of Notes, an additional number of shares of Common
Stock (the “Additional Shares”) as
described below, subject to the Company’s conversion settlement election as
described in Sections 15.02(h) and 15.02(i); provided that if the Stock
Price paid in connection with such transaction is greater than $169.74 or less
than $57.79 (subject in each case to adjustment as described below), no
Additional Shares


 


65





















 


shall be issued.  No Additional Shares shall be issuable under
this Section 15.01(d) unless the holder elects to convert the Notes in
connection with such Fundamental Change transaction.


 


The
number of Additional Shares issuable in connection with the conversion of Notes
as described in the immediately preceding paragraph will be determined by
reference to the table attached as Schedule II hereto, based on the effective
date of such Fundamental Change transaction and the Stock Price paid in
connection with such transaction; provided that if the Stock Price is
between two Stock Price amounts in the table or such effective date is between
two Effective Dates in the table, the number of Additional Shares will be
determined by the Company by a straight-line interpolation between the number
of Additional Shares set forth for the higher and lower Stock Price amounts and
the two effective dates, as applicable, based on a 365-day year.  The “effective date”
with respect to a Fundamental Change transaction means the date that a
Fundamental Change becomes effective.


 


The
Stock Prices set forth in the first row of the table in Schedule II hereto will
be adjusted as of any date on which the Conversion Rate of the Notes is
adjusted pursuant to Section 15.05.  The
adjusted Stock Prices will equal the Stock Prices applicable immediately prior
to such adjustment, multiplied by a fraction, the numerator of which is the
Conversion Rate immediately prior to the adjustment giving rise to the
Conversion Rate adjustment and the denominator of which is the Conversion Rate
as so adjusted.  The number of Additional
Shares will be adjusted in the same manner as the Conversion Rate as set forth
in Section 15.05.


 


Notwithstanding
the foregoing, in no event will the total number of shares of Common Stock
issuable upon conversion exceed 17.3040 per $1,000 principal amount of Notes,
subject to adjustments in the same manner as the Conversion Rate as set forth
in Section 15.05.


 


(e)  Notwithstanding the provisions of Section
15.01(d), in the case of a Public Acquirer Change of Control, the Company may,
in lieu of increasing the Conversion Rate by Additional Shares as described in
Section 15.01(d), elect to adjust the Conversion Rate and the related
Conversion Obligation such that from and after the effective date of such
Public Acquirer Change of Control, holders of Notes will be entitled to convert
their Notes (subject to the satisfaction of the conditions to conversion set forth
in Sections 15.01(a) and (b) above) into a number of shares of Public Acquirer
Common Stock by adjusting the Conversion Rate in effect immediately before the
Public Acquirer Change of Control by a fraction:


 


(i)            the
numerator of which will be (i) in the case of a share exchange, consolidation,
merger or binding share exchange, pursuant to which the Common Stock is
converted into cash, securities or other property, the average value of all
cash and any other consideration (as determined by the Board of Directors) paid
or payable per share of Common Stock or (ii) in the case of any other Public
Acquirer Change of Control, the average of the Last Reported Sale Price of the
Common Stock for the five consecutive Trading Days prior to but excluding the
effective date of such Public Acquirer Change of Control, and


 


(ii)           the
denominator of which will be the average of the Last Reported Sale Prices of
the Public Acquirer Common Stock for the five consecutive Trading Days
commencing on the trading day next succeeding the effective date of such public
acquirer change of control.


 


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“Public Acquirer Change of Control” means an event
constituting a Fundamental Change that would otherwise obligate the Company to
increase the Conversion Rate as described in Section 15.01(d) and the acquirer
(or any entity that is a directly or indirectly wholly-owned subsidiary of the
acquirer) has a class of common stock traded on a U.S. national securities
exchange or quoted on the Nasdaq National Market or which will be so traded or
quoted when issued or exchanged in connection with such Fundamental Change (the
“Public Acquirer Common Stock”).


 


Upon a
Public Acquirer Change of Control, if the Company so elects, holders may
convert their Notes (subject to the satisfaction of the conditions to
conversion set forth in Sections 15.01(a) and (b) above) at the adjusted
Conversion Rate described in the second preceding paragraph but will not be
entitled to the increased Conversion Rate described in Section 15.01(d).  The Company shall notify holders of its
election in its notice to holders pursuant to Section 15.01(b)(ii) above.


 


If the
Company elects to adjust the Conversion Rate and the related Conversion
Obligation as described in this Section 15.01(e), the Company, or the acquiring
or surviving Person, as the case may be, shall execute with the Trustee a
supplemental indenture (which shall comply with the Trust Indenture Act as in
force at the date of execution of such supplemental indenture) providing for
such adjustment to the Conversion Rate and the Conversion Obligation.  Such supplemental indenture shall provide for
adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 15. 
The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each holder of Notes, at its address appearing on the
Note Register provided for in Section 2.05 of this Indenture, within 20 days
after execution thereof.  Failure to
deliver such notice shall not affect the legality or validity of such
supplemental indenture.


 


Section 15.02.  Exercise of Conversion Privilege; Issuance of
Common Stock on Conversion; No Adjustment for Interest or Dividends; Settlement
of Cash or Common Stock Upon Conversion.  (a)  In
order to exercise the conversion privilege with respect to any Note in
certificated form, the Company must receive at the office or agency of the
Company maintained for that purpose or, at the option of such holder, the
Corporate Trust Office, such Note with the original or facsimile of the form
entitled “Form of Conversion Notice” on the reverse thereof (the “Conversion Notice”), duly completed and manually signed,
together with such Notes duly endorsed for transfer, accompanied by the funds,
if any, required by Section 15.02(d). 
Such notice shall also state the name or names (with address or
addresses) in which the certificate or certificates for shares of Common Stock
which shall be issuable on such conversion shall be issued, and shall be
accompanied by the amount of any transfer or similar taxes which are payable in
connection with such conversion, if required pursuant to Section 15.07.  The Conversion Agent shall provide copies of
the Form of Conversion Notice to holders of Notes upon request.


 


In
order to exercise the conversion privilege with respect to any interest in a
Global Note, the beneficial holder must complete, or cause to be completed, the
appropriate instruction form for conversion pursuant to the Depositary’s
book-entry conversion program, deliver, or cause to be delivered, by book-entry
delivery an interest in such Global Note, furnish appropriate endorsements and
transfer documents if required by the Company or the Trustee or Conversion
Agent, and pay the funds, if any, required by this Section 15.02 and any
transfer taxes or similar


 


67





















 


taxes which are payable
in connection with such conversion if required pursuant to Section 15.07.


 


(b)           As
promptly as practicable after satisfaction of the requirements for conversion
set forth above, subject to compliance with any restrictions on transfer if
shares issuable on conversion are to be issued in a name other than that of the
Noteholder (as if such transfer were a transfer of the Note or Notes (or
portion thereof) so converted), the Company shall issue and shall deliver to
such Noteholder at the office or agency maintained by the Company for such
purpose pursuant to Section 5.02, a certificate or certificates for the number
of full shares of Common Stock issuable upon the conversion of such Note or
portion thereof as determined by the Company in accordance with the provisions
of this Article 15 and a check or cash in respect of any fractional interest in
respect of a share of Common Stock arising upon such conversion, calculated by
the Company as provided in Section 15.03. 
In case any Note of a denomination greater than $1,000 shall be
surrendered for partial conversion, and subject to Section 2.05, the Company shall
execute and the Trustee shall authenticate and deliver to the holder of the
Note so surrendered, without charge to him, a new Note or Notes in authorized
denominations in an aggregate principal amount equal to the unconverted portion
of the surrendered Note.


 


(c)           Each
conversion shall be deemed to have been effected as to any such Note (or
portion thereof) on the date on which the requirements set forth above in this
Section 15.02 have been satisfied as to such Note (or portion thereof) (such
date, the “Conversion Date”), and the Person
in whose name any certificate or certificates for shares of Common Stock shall
be issuable upon such conversion shall be deemed to have become on said date
the holder of record of the shares represented thereby; provided that any such
surrender on any date when the stock transfer books of the Company shall be
closed shall constitute the Person in whose name the certificates are to be
issued as the record holder thereof for all purposes on the next succeeding day
on which such stock transfer books are open, but such conversion shall be at
the Conversion Rate in effect on the date upon which such Note shall be
surrendered.


 


(d)           Any
Note or portion thereof surrendered for conversion during the period from the
close of business on any Regular Record Date to the close of business on the
Business Day preceding the following Interest Payment Date that has not been
called for redemption during such period shall be accompanied by payment, in
immediately available funds or other funds acceptable to the Company, of an
amount equal to the Interest otherwise payable on such Interest Payment Date on
the principal amount being converted; provided that no such payment need be
made (1) if the Company has specified a Redemption Date or a Fundamental Change
Repurchase Date that is after a Regular Record Date and prior to the next
Interest Payment Date or (2) to the extent of any overdue Interest, if any
overdue Interest exists at the time of conversion with respect to such Note.  Except as provided above in this Section
15.02, no payment or other adjustment shall be made for Interest accrued on any
Note converted or for dividends on any shares issued upon the conversion of
such Note as provided in this Article 15.


 


(e)           Upon
the conversion of an interest in a Global Note, the Trustee (or other
Conversion Agent appointed by the Company), or the Custodian at the direction
of the Trustee (or other Conversion Agent appointed by the Company), shall make
a notation on such Global Note as to the reduction in the principal amount
represented thereby.  The Company shall
notify the Trustee in writing of any conversions of Notes effected through any
Conversion Agent other than the Trustee.


 


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(f)            Upon
the conversion of a Note, that portion of the accrued but unpaid Interest with
respect to the converted Note shall not be cancelled, extinguished or
forfeited, but rather shall be deemed to be paid in full to the holder thereof
through delivery of the Common Stock or, in lieu thereof, cash or a combination
of cash and Common Stock in accordance with Section 15.02(g) (together with the
cash payment, if any in lieu of fractional shares) in exchange for the Note
being converted pursuant to the provisions hereof; and the fair market value of
such shares of Common Stock (together with any such cash payment in lieu of
fractional shares) shall be treated as issued, to the extent thereof, first in
exchange for and in satisfaction of the Company’s obligation to pay the principal
amount of the converted Note and the accrued but unpaid Interest, and the
balance, if any, of such fair market value of such Common Stock (and any such
cash payment) shall be treated as issued in exchange for and in satisfaction of
the right to convert the Note being converted pursuant to the provisions
hereof.


 


(g)           Upon
surrender of Notes for conversion, the Company shall satisfy its obligation to
convert the Notes (the “Conversion Obligation”)
either solely in cash or solely in shares of Common Stock; provided, however,
that at any time prior to the Stated Maturity, the Company may elect to amend
the Indenture to require itself to satisfy 100% of the principal amount of the
Notes converted after the date of such election (the “Election
Date”) solely in cash, with any remaining amount of the Conversion
Obligation to be satisfied, at the Company’s sole option, in cash, shares of
Common Stock or a combination of cash and Common Stock.  Such election to amend the Indenture shall be
in the Company’s sole discretion without the consent of the holders of the
Notes, by notice to the Trustee and the holders of the Notes.  In the event that the Company receives a
Conversion Notice after the Election Date, such Conversion Notice shall not be
retractable, and settlement (in cash and/or shares) will occur on the Business
Day following the final day of the 20-Trading Day period beginning on the day
after the final day of the Conversion Retraction Period (the “Cash Settlement Averaging Period”).


 


(h)           In
the event that the Company receives a Conversion Notice on or prior to
(1) the date on which the Company gives a Redemption Notice or
(2) the date that is 20 days prior to the Stated Maturity of the Notes
(the “Final Notice Date”), the following
procedures shall apply:


 


(i)            If the Company elects
to satisfy all of its Conversion Obligation in cash, the Company shall notify
holders through the Trustee of the dollar amount to be satisfied in cash (which
must be expressed either as 100% of the Conversion Obligation or if the Indenture
has been amended pursuant to Section 15.02(g), 100% of the aggregate principal
amount of the Notes, plus any remaining amount of the Conversion Obligation to
be satisfied in cash) at any time on or before the date that is two Business
Days following the Conversion Date (the “Cash
Settlement Notice Period”). 
If the Company timely elects to pay cash for the Common Stock otherwise
issuable to holders upon conversion, holders may retract the Conversion Notice
at any time during the two Business Days following the final day of the Cash
Settlement Notice Period (the “Conversion
Retraction Period”).  No such
retraction can be made (and a Conversion Notice shall be irrevocable) if the
Company does not elect to deliver cash in lieu of Common Stock (other than cash
in lieu of fractional shares).  Upon the
expiration of a Conversion Retraction Period, a Conversion Notice shall be
irrevocable.  If the Company elects to
satisfy all of the Conversion Obligation in cash, and the applicable Conversion
Notice has not been retracted, then settlement will occur on the Business Day
following the final day of the Cash Settlement Averaging Period.


 


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(ii)           If the Company does not
elect to satisfy any part of the Conversion Obligation in cash (other than cash
in lieu of any fractional shares), delivery of the Common Stock into which the
Notes are converted (and cash in lieu of any fractional shares) shall occur
through the Conversion Agent as described above as soon as practicable on or
after the Conversion Date.


 


(i)            Settlement
amounts will be computed as follows:


 


(i)            If the Company elects
to satisfy the entire Conversion Obligation in Common Stock, it shall deliver
to holders that have delivered the Conversion Notice giving rise to the
Conversion Obligation a number of shares of Common Stock equal to (i) the
aggregate principal amount of Notes to be converted divided by 1,000,
multiplied by (ii) the Conversion Rate. 
In addition, the Company shall pay cash for any fractional shares of
Common Stock based on the Last Reported Sale Price of the Common Stock on the
Trading Day immediately preceding the Conversion Date.


 


(ii)           If the Company elects
to satisfy the entire Conversion Obligation in cash, it shall deliver to
holders that have delivered the Conversion Notice giving rise to the Conversion
Obligation cash in an amount equal to the product of:


 


(A) a number equal to (i) the aggregate principal amount of Notes
to be converted divided by 1,000, multiplied by (ii) the Conversion Rate;
and


 


(B) the average Last Reported Sale Price of the Common Stock during the
Cash Settlement Averaging Period.


 


(iii)          If the Company elects to
make the amendment to the Indenture pursuant to Section 15.02 (g) and to
satisfy 100% of the principal amount of the Notes plus any remaining amount of
the Conversion Obligation in cash, the Company shall notify holders through the
Trustee of the dollar amount to be satisfied in cash (which must be expressed
as a fixed dollar amount equal to at least 100% of the principal amount of the
Notes) (the “Cash Amount”) and the
Company will deliver to holders the Cash Amount and a number of Common Stock
equal to the greater of (i) zero and (ii) the excess, if any, of the number of
Common Stock calculated as if the Company elected to satisfy the entire
Conversion Obligation in shares over the number of shares equal to the sum, for
each day of the Cash Settlement Averaging Period, of (x) 5% of the Cash Amount,
divided by (y) the Last Reported Sale Price of Common Stock. In addition, the
Company shall pay cash for all fractional Common Stock based on the average
Last Reported Sale Price of the Common Stock during the Cash Settlement
Averaging Period.


 


(j)            The
Company must determine whether or not it will satisfy all or a portion of the
Conversion Obligation in cash at the time it issues a Redemption Notice or a
Final Maturity Notice and such notices will state the amount of the Conversion
Obligation to be settled in cash.  In the
event that the Company receives a Conversion Notice after the date a Redemption
Notice or the Final Maturity Notice has been issued, settlement amounts will be
computed and settlement dates will be determined in the same manner as set
forth in clauses (h) and (i) of this Section 15.02 except that the Cash
Settlement Averaging Period shall be the 20 Trading Day period beginning on the
Trading Day after the Conversion Date. 
If a Conversion Notice is


 


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received from holders of
Notes after the date that a Redemption Notice or the Final Maturity Notice has
been issued, such holders may not retract their Conversion Notice.  Settlement (in cash and/or Common Stock) will
occur on the Business Day following the final day of such Cash Settlement
Averaging Period.


 


Section 15.03.  Cash Payments in Lieu of Fractional Shares.  No fractional shares of Common Stock or scrip
certificates representing fractional shares shall be issued upon conversion of
Notes.  If more than one Note shall be
surrendered for conversion at one time by the same holder, the number of full
shares that shall be issuable upon conversion shall be computed on the basis of
the aggregate principal amount of the Notes (or specified portions thereof to
the extent permitted hereby) so surrendered.  If any fractional share of stock would be
issuable upon the conversion of any Note or Notes, the Company shall make an
adjustment and payment therefor in cash to the holder of Notes at the Last
Reported Sale Price on the last Trading Day immediately preceding the day on
which the Notes (or specified portions thereof) are deemed to have been
converted.


 


Section 15.04.  Conversion Rate.  Each $1,000 principal amount of the Notes
shall be convertible into the number of shares of Common Stock specified in the
form of Note (herein called the “Conversion Rate”)
attached as Exhibit A hereto (initially 12.5392 shares), subject to adjustment
as provided in this Article 15.


 


Section 15.05.  Adjustment of Conversion Rate.  The Conversion Rate shall be adjusted from time
to time by the Company as follows:


 


(a)  In case the Company shall pay a dividend or
make a distribution to all holders of the outstanding Common Stock in shares of
Common Stock, the Conversion Rate, as in effect at the opening of business on
the day following the date fixed for the determination of stockholders entitled
to receive such dividend or other distribution, shall be increased by dividing
such Conversion Rate by a fraction,


 


(i)            the numerator of which
shall be the number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination, and


 


(ii)           the denominator of
which shall be the sum of such number of shares and the total number of shares
constituting such dividend or other distribution,


 


such increase to become effective immediately after
the opening of business on the Business Day following the date fixed for such
determination.  The Company will not pay
any dividend or make any distribution on shares of Common Stock held in
treasury by the Company.  If any dividend
or distribution of the type described in this Section 15.05(a) is declared but
not so paid or made, the Conversion Rate shall again be adjusted to the
Conversion Rate that would then be in effect if such dividend or distribution
had not been declared.


 


(b)  In case the Company shall (other than
pursuant to a dividend reinvestment plan or share purchase plan) issue rights,
options or warrants to all holders of its Common Stock entitling them, for a
period expiring within 60 days after the date of issuance of such rights,
options or warrants, to subscribe for or purchase shares of Common Stock at a
price per share less than the Current Market Price per share of the Common
Stock on the date of issuance of such rights, options or warrants, the Conversion
Rate in effect at the opening of business on the


 


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day following the date
fixed for such determination shall be increased by dividing such Conversion
Rate by a fraction,


 


(i)            the numerator of which
shall be the number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination plus the number of shares of
Common Stock that the aggregate offering price of the total number of shares of
Common Stock so offered for subscription or purchase would purchase at such
Current Market Price, and


 


(ii)           the denominator of
which shall be the number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination plus the number of shares of
Common Stock so offered for subscription or purchase at such below Current
Market Price.


 


Such adjustment shall be successively made whenever
any such rights, options or warrants are issued and shall become effective
immediately after the opening of business on the Business Day following the
date fixed for such determination.  The
Company shall not issue any such rights, options or warrants in respect of
shares of Common Stock held in treasury by the Company.  To the extent that shares of Common Stock are
not delivered after the expiration of such rights or warrants, the Conversion
Rate shall be readjusted to the Conversion Rate that would then be in effect
had the adjustments made upon the issuance of such rights, options or warrants
been made on the basis of delivery of only the number of shares of Common Stock
actually delivered.  If such rights,
options or warrants are not so issued, the Conversion Rate shall again be
adjusted to be the Conversion Rate that would then be in effect if such date
fixed for the determination of stockholders entitled to receive such rights,
options or warrants had not been fixed.


 


In determining whether any rights, options or warrants
entitle the holders to subscribe for or purchase shares of Common Stock at less
than such Current Market Price, and in determining the aggregate offering price
of such shares of Common Stock, there shall be taken into account any
consideration received by the Company for such rights, options or warrants and
any amount payable on exercise or conversion thereof, the value of such
consideration, if other than cash, to be determined by the Board of Directors.


 


(c)  In case outstanding shares of Common Stock
shall be subdivided or split into a greater number of shares of Common Stock,
the Conversion Rate in effect at the opening of business on the day following
the day upon which such subdivision or split becomes effective shall be
proportionately increased, and, conversely, in case outstanding shares of
Common Stock shall be combined into a smaller number of shares of Common Stock,
the Conversion Rate in effect at the opening of business on the day following
the day upon which such combination becomes effective shall be proportionately
reduced, such increase or reduction, as the case may be, to become effective
immediately after the opening of business on the day following the day upon
which such subdivision, split or combination becomes effective.


 


(d)  In case the Company shall, by dividend or
otherwise, distribute to all holders of its Common Stock evidences of its
indebtedness, shares of capital stock, securities, cash or other property (but
excluding any rights, dividend or distribution referred to in Section 15.05(a)
and any options or warrants referred to in Section 15.05(b)), the Conversion Rate
shall be adjusted by


 


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dividing the Conversion
Rate in effect immediately prior to the close of business on the date fixed for
the determination of stockholders entitled to receive such distribution by a
fraction,


 


(i)            the numerator of which
shall be the Current Market Price per share of the Common Stock on the date
fixed for such determination, and


 


(ii)           the denominator of
which shall be such Current Market Price per share of the Common Stock plus (i)
with respect to distributions paid exclusively in cash, the amount per share of
such distribution, (ii) with respect to all other distributions, the then fair
market value per share (as determined by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution) on such
date of the portion of the evidences of indebtedness, shares of capital stock,
securities, or other property so distributed, or (iii) with respect to
distributions of which cash is a portion (but not all) of such distribution,
the amount per share of the distribution payable in cash plus the then fair
market value per share (as determined by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution) of the
remaining portion of such distribution that is payable other than in cash.


 


such adjustment to become effective immediately prior
to the opening of business on the Business Day following the date fixed for the
determination of stockholders entitled to receive such distribution; provided,
however, that in the event that the Company makes a distribution to all
holders of its Common Stock consisting of capital stock of, or similar equity
interest in, a subsidiary or other business unit of the Company, the Conversion
Rate shall be adjusted by dividing the Conversion Rate in effect immediately
prior to the close of business on the date fixed for the determination of
stockholders entitled to receive such distribution by a fraction of which the
numerator shall be the Spin-off Market Price per share of the Common Stock on
the date fixed for such determination and the denominator shall be the Spin-off
Market Price per share of the Common Stock on the date fixed for such
determination plus the Spin-off Market Price per share or similar equity
interest of the subsidiary or other business unit of the Company on such date,
such adjustment to become effective 10 Trading Days after the effective date of
such distribution of capital stock of, or similar equity interest in, a subsidiary
or other business unit of the Company. 
In any case in which this Section 15.05(d) is applicable, Section
15.05(a) and (b) shall not be applicable. 
If such dividend or distribution is not so paid or made, the Conversion
Rate shall again be adjusted to be the Conversion Rate that would then be in
effect if such dividend or distribution had not been declared.


 


(e)  In case a tender or exchange offer made by
the Company or any subsidiary of the Company for all or any portion of the
Common Stock shall expire and such tender or exchange offer (as amended upon
the expiration thereof) shall require the payment to stockholders of
consideration per share of Common Stock having a fair market value (as
determined by the Board of Directors, whose determination shall be conclusive
and described in a resolution of the Board of Directors) that as of the last
time (the “Expiration Time”)
tenders or exchanges may be made pursuant to such tender or exchange offer (as
it may be amended) exceeds the Last Reported Sale Price of a share of Common
Stock on the Trading Day next succeeding the Expiration Time, the Conversion
Rate shall be increased so that the same shall equal the rate determined by
dividing the Conversion Rate in effect immediately prior to the Expiration Time
by a fraction:


 


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(i)            the numerator of which
shall be the number of shares of Common Stock outstanding (including any
tendered or exchanged shares) at the Expiration Time multiplied by the Last
Reported Sale Price of a share of Common Stock on the Trading Day next
succeeding the Expiration Time, and


 


(ii)           the denominator of
which shall be the sum of (x) the fair market value (determined as
aforesaid) of the aggregate consideration payable to stockholders based on the
acceptance (up to any maximum specified in the terms of the tender or exchange
offer) of all shares validly tendered or exchanged and not withdrawn as of the
Expiration Time (the shares deemed so accepted up to any such maximum, being
referred to as the “Purchased Shares”)
and (y) the product of the number of shares of Common Stock outstanding
(less any Purchased Shares) at the Expiration Time and the Last Reported Sale
Price of a share of Common Stock on the Trading Day next succeeding the Expiration
Time,


 


such adjustment to become effective immediately prior
to the opening of business on the day following the expiration time.  If the Company is obligated to purchase
shares pursuant to any such tender or exchange offer, but the Company is
permanently prevented by applicable law from effecting any such purchases or
all such purchases are rescinded, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such tender or
exchange offer had not been made.


 


(f)  The reclassification of Common Stock into
securities other than Common Stock (other than any reclassification upon an
event to which Section 15.06 applies) shall be deemed to involve (a) a
distribution of such securities other than Common Stock to all holders of
Common Stock (and the effective date of such reclassification shall be deemed
to be “the date fixed for the determination of stockholders entitled to receive
such distribution” and the “date fixed for such determination” within the
meaning of Section 15.05(d)), and (b) a subdivision, split or combination, as
the case may be, of the number of shares of Common Stock outstanding
immediately prior to such reclassification into the number of shares of Common
Stock outstanding immediately thereafter (and the effective date of such
reclassification shall be deemed to be “the day upon which such subdivision or
split becomes effective” or “the day upon which such combination becomes
effective,” as the case may be, and “the day upon which such subdivision, split
or combination becomes effective” within the meaning of Section 15.05(c)).


 


(g)  Notwithstanding the foregoing provisions of
Section 15.05, no adjustment shall be made thereunder, nor shall an adjustment
be made to the ability of a holder of a Note to convert, for any distribution
described therein if the holder will otherwise participate in the distribution
without conversion of such holder’s Notes.


 


(h)  The Company may make such increases in the
Conversion Rate, in addition to those required by clauses (a) through (g) of
this Section 15.05 as the Board of Directors considers to be advisable to avoid
or diminish any income tax to holders of Common Stock or rights to purchase
Common Stock resulting from any dividend or distribution of stock (or rights to
acquire stock) or from any event treated as such for income tax purposes.


 


To the
extent permitted by applicable law, the Company in its sole discretion may
increase from time to time the Conversion Rate by any amount for any period of
time if the


 


74





















 


period is at least 20
days, the increase is irrevocable during the period and the Board of Directors
shall have made a determination that such increase would be in the best
interests of the Company, which determination shall be conclusive.  Whenever the Conversion Rate is increased
pursuant to the preceding sentence, the Company shall mail to holders of record
of the Notes a notice of the increase at least 15 days prior to the date the
increased Conversion Rate takes effect, and such notice shall state the
increased Conversion Rate and the period during which it will be in effect.


 


(i)  No adjustment to the Conversion Rate need be
made:


 


(i)            upon the issuance of
any shares of Common Stock pursuant to any present or future plan providing for
the reinvestment of dividends or interest payable on securities of the Company
and the investment of additional optional amounts in shares of Common Stock
under any plan;


 


(ii)           upon the issuance of
any shares of Common Stock or options or rights to purchase those shares
pursuant to any present or future employee, director or consultant benefit plan
or program of or assumed by the Company or any of its Subsidiaries;


 


(iii)          upon the issuance of any
shares of Common Stock pursuant to any option, warrant, right, or exercisable,
exchangeable or convertible security not described in (ii) above and
outstanding as of the date the Notes were first issued;


 


(iv)          for a change in the par
value of the Common Stock;


 


(v)           for accrued and unpaid
interest, including Contingent Interest, if any; or


 


(vi)          upon a reclassification
of Common Stock or any consolidation, merger, binding share exchange or
transfer of all or substantially all of the assets of the Company and its
Subsidiaries, taken as a whole, in each case pursuant to which the Common Stock
is converted into cash, securities or other property.


 


To the extent the Notes become convertible into cash,
assets or property (other than capital stock of the Company or securities to
which Section 15.06 applies), no adjustment shall be made thereafter as to the
cash, assets or property.  Interest shall
not accrue on such cash, assets or property.


 


(j)  No adjustment in the Conversion Rate shall be
required unless such adjustment would require an increase or decrease of at
least 1% in such rate; provided  that any
adjustments that by reason of this Section 15.05(j) are not required to be made
shall be carried forward and taken into account in any subsequent
adjustment.  All calculations under this
Article 15 shall be made by the Company and shall be made to the nearest cent
or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be.


 


(k)  Whenever the Conversion Rate is adjusted as
herein provided, the Company shall promptly file with the Trustee and any
Conversion Agent other than the Trustee an Officers’ Certificate setting forth
the Conversion Rate after such adjustment and setting forth a brief statement
of the facts requiring such adjustment. 
Unless and until a Responsible Officer of the Trustee shall have
received such Officers’ Certificate, the Trustee shall not be deemed to have


 


75





















 


knowledge of any
adjustment of the Conversion Rate and may assume that the last Conversion Rate
of which it has knowledge is still in effect. 
Promptly after delivery of such certificate, the Company shall prepare a
notice of such adjustment of the Conversion Rate setting forth the adjusted
Conversion Rate and the date on which each adjustment becomes effective and
shall mail such notice of such adjustment of the Conversion Rate to the holder
of each Note at his last address appearing on the Note Register provided for in
Section 2.05 of this Indenture, within 20 days after execution thereof.  Failure to deliver such notice shall not
affect the legality or validity of any such adjustment.


 


(l)  In any case in which this Section 15.05
provides that an adjustment shall become effective immediately after (1) a
record date or Stock Record Date for an event, (2) the date fixed for the
determination of stockholders entitled to receive a dividend or distribution
pursuant to Section 15.05(a), (3) a date fixed for the determination of
stockholders entitled to receive rights or warrants pursuant to Section 15.05(b)
or (4) the Expiration Time for any tender or exchange offer pursuant to Section
15.05(e), (each a “Determination Date”),
the Company may elect to defer until the occurrence of the applicable
Adjustment Event (as hereinafter defined) (x) issuing to the holder of any Note
converted after such Determination Date and before the occurrence of such
Adjustment Event, the additional shares of Common Stock or other securities
issuable upon such conversion by reason of the adjustment required by such
Adjustment Event over and above the Common Stock issuable upon such conversion
before giving effect to such adjustment and (y) paying to such holder any
amount in cash in lieu of any fraction pursuant to Section 15.03.  For purposes of this Section 15.05(l), the
term “Adjustment Event” shall
mean:


 


(i)            in any case referred
to in clause (1) hereof, the occurrence of such event,


 


(ii)           in any case referred to
in clause (2) hereof, the date any such dividend or distribution is paid or
made,


 


(iii)          in any case referred to
in clause (3) hereof, the date of expiration of such rights or warrants, and


 


(iv)          in any case referred to
in clause (4) hereof, the date a sale or exchange of Common Stock pursuant to
such tender or exchange offer is consummated and becomes irrevocable.


 


(m)
 For purposes of this Section 15.05, the
number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of shares of Common
Stock.  The Company will not pay any
dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.


 


Section 15.06.  Effect of Reclassification, Consolidation,
Merger or Sale.  If any of the following events occur, namely
(i) any reclassification or change of the outstanding shares of Common Stock
(other than a subdivision or combination to which Section 15.05(c) applies),
(ii) any consolidation, merger or combination of the Company with another
Person as a result of which holders of Common Stock shall be entitled to
receive stock, other securities or other property or assets (including cash)
with respect to or in exchange for such Common Stock, or (iii) any sale or
conveyance of all or substantially all of the properties and assets of the
Company


 


76





















 


to any other Person as a
result of which holders of Common Stock shall be entitled to receive stock,
other securities or other property or assets (including cash) with respect to
or in exchange for such Common Stock, then the Company or the successor or
purchasing Person, as the case may be, shall execute with the Trustee a
supplemental indenture (which shall comply with the Trust Indenture Act as in
force at the date of execution of such supplemental indenture) providing that
each Note shall be convertible into the kind and amount of shares of stock,
other securities or other property or assets (including cash) receivable upon
such reclassification, change, consolidation, merger, combination, sale or
conveyance by a holder of a number of shares of Common Stock (including, in the
case of a conversion pursuant to Section 15.01(d), any Additional Shares
issuable upon such conversion) issuable upon conversion of such Notes
(assuming, for such purposes, a sufficient number of authorized shares of
Common Stock are available to convert all such Notes) immediately prior to such
reclassification, change, consolidation, merger, combination, sale or
conveyance assuming such holder of Common Stock did not exercise his rights of
election, if any, as to the kind or amount of stock, other securities or other
property or assets (including cash) receivable upon such reclassification,
change, consolidation, merger, combination, sale or conveyance (provided that,
if the kind or amount of stock, other securities or other property or assets
(including cash) receivable upon such reclassification, change, consolidation,
merger, combination, sale or conveyance is not the same for each share of
Common Stock in respect of which such rights of election shall not have been
exercised (“non-electing share”), then for the
purposes of this Section 15.06 the kind and amount of stock, other securities
or other property or assets (including cash) receivable upon such
reclassification, change, consolidation, merger, combination, sale or
conveyance for each non-electing share shall be deemed to be the kind and
amount so receivable per share by a plurality of the non-electing shares).  Such supplemental indenture shall provide for
adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article 15.


 


The Company shall cause notice of the execution of
such supplemental indenture to be mailed to each holder of Notes, at its
address appearing on the Note Register provided for in Section 2.05 of this
Indenture, within 20 days after execution thereof.  Failure to deliver such notice shall not
affect the legality or validity of such supplemental indenture.


 


Notwithstanding
the provisions of this Section, if the Company elects to adjust the Conversion
Rate and the related Conversion Obligation as described in Section 15.01(e),
the provisions of Section 15.01(e) shall apply instead of the provisions of
this Section.


 


The
above provisions of this Section shall similarly apply to successive
reclassifications, changes, consolidations, mergers, combinations, sales and
conveyances.


 


If
this Section 15.06 applies to any event or occurrence, Section 15.05 shall not
apply.


 


Section 15.07.  Taxes on Shares Issued.  The issue of stock certificates on
conversions of Notes shall be made without charge to the converting Noteholder
for any documentary, stamp or similar issue or transfer tax in respect of the
issue thereof.  The Company shall not,
however, be required to pay any such tax which may be payable in respect of any
transfer involved in the issue and delivery of stock in any name other than
that of the holder of any Note converted, and the Company shall not be required
to issue or deliver any such stock certificate unless and until


 


77





















 


the Person or Persons
requesting the issue thereof shall have paid to the Company the amount of such
tax or shall have established to the satisfaction of the Company that such tax
has been paid.


 


Section
15.08.  Reservation of Shares,
Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of
Common Stock.  The Company shall provide, free from
preemptive rights, out of its authorized but unissued shares or shares held in
treasury, sufficient shares of Common Stock to provide for the conversion of
the Notes from time to time as such Notes are presented for conversion.


 


Before
taking any action which would cause an adjustment increasing the Conversion
Rate to an amount that would cause the Conversion Price to be reduced below the
then par value, if any, of the shares of Common Stock issuable upon conversion
of the Notes, the Company will take all corporate action which may, in the opinion
of its counsel, be necessary in order that the Company may validly and legally
issue shares of such Common Stock at such adjusted Conversion Rate.


 


The
Company covenants that all shares of Common Stock that may be issued upon
conversion of Notes will upon issue be fully paid and nonassessable by the
Company and free from all taxes, liens and charges with respect to the issue
thereof.


 


The
Company covenants that, if any shares of Common Stock to be provided for the
purpose of conversion of Notes hereunder require registration with or approval
of any governmental authority under any federal or state law before such shares
may be validly issued upon conversion, the Company will in good faith and as
expeditiously as possible, to the extent then permitted by the rules and
interpretations of the Commission (or any successor thereto), endeavor to
secure such registration or approval, as the case may be.


 


The
Company further covenants that, if at any time the Common Stock shall be listed
on the New York Stock Exchange or any other national securities exchange or
automated quotation system, the Company will, if permitted by the rules of such
exchange or automated quotation system, list and keep listed, so long as the
Common Stock shall be so listed on such exchange or automated quotation system,
all Common Stock issuable upon conversion of the Note; provided  that if the rules of such exchange or automated quotation
system permit the Company to defer the listing of such Common Stock until the
first conversion of the Notes into Common Stock in accordance with the
provisions of this Indenture, the Company covenants to list such Common Stock
issuable upon conversion of the Notes in accordance with the requirements of
such exchange or automated quotation system at such time.


 


Section 15.09.  Responsibility of Trustee.  The Trustee and any other Conversion Agent
shall not at any time be under any duty or responsibility to any holder of
Notes to determine the Conversion Rate or whether any facts exist which may
require any adjustment of the Conversion Rate, or with respect to the nature or
extent or calculation of any such adjustment when made, or with respect to the
method employed, or herein or in any supplemental indenture provided to be
employed, in making the same.  The
Trustee and any other Conversion Agent shall not be accountable with respect to
the validity or value (or the kind or amount) of any shares of Common Stock, or
of any securities or property, which may at any time be issued or delivered
upon the conversion of any Note; and the Trustee and any other Conversion Agent
make no representations with respect thereto. 
Neither the Trustee nor any Conversion Agent shall be


 


78





















 


responsible for any
failure of the Company to issue, transfer or deliver any shares of Common Stock
or stock certificates or other securities or property or cash upon the
surrender of any Note for the purpose of conversion or to comply with any of
the duties, responsibilities or covenants of the Company contained in this
Article 15.  Without limiting the
generality of the foregoing, neither the Trustee nor any Conversion Agent shall
be under any responsibility to determine the correctness of any provisions
contained in any supplemental indenture entered into pursuant to Section 15.06
relating either to the kind or amount of shares of stock or securities or
property (including cash) receivable by Noteholders upon the conversion of
their Notes after any event referred to in such Section 15.06 or to any
adjustment to be made with respect thereto, but, subject to the provisions of
Section 8.01, may accept as conclusive evidence of the correctness of any such
provisions, and shall be protected in relying upon, the Officers’ Certificate
(which the Company shall be obligated to file with the Trustee prior to the
execution of any such supplemental indenture) with respect thereto.


 


Section
15.10.  Notice to Holders Prior
to Certain Actions .  In case:


 


(a)  the Company shall declare a dividend (or any
other distribution) on its Common Stock that would require an adjustment in the
Conversion Rate pursuant to Section 15.05; or


 


(b)  the Company shall authorize the granting to
the holders of all or substantially all of its Common Stock of rights, options
or warrants to subscribe for or purchase any share of any class or any other
rights, options or warrants; or


 


(c)  of any reclassification or reorganization of
the Common Stock of the Company (other than a subdivision or combination of its
outstanding Common Stock, or a change in par value, or from par value to no par
value, or from no par value to par value), or of any consolidation or merger to
which the Company is a party and for which approval of any stockholders of the
Company is required, or of the sale or transfer of all or substantially all of
the assets of the Company; or


 


(d)  of the voluntary or involuntary dissolution,
liquidation or winding up of the Company;


 


the Company shall cause to be filed with the Trustee
and to be mailed to each holder of Notes at his address appearing on the Note
Register provided for in Section 2.05 of this Indenture, as promptly as
possible but in any event at least ten days prior to the applicable date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution or rights or warrants, or,
if a record is not to be taken, the date as of which the holders of Common
Stock of record to be entitled to such dividend, distribution or rights are to
be determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is expected to
become effective or occur, and the date as of which it is expected that holders
of Common Stock of record shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding
up.  Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such dividend,
distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up.


 


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Section 15.11.  Stockholder Rights Plans.  If the
rights provided for in the existing or any future rights plan adopted by the
Company have separated from the shares of Common Stock in accordance with the
provisions of the applicable stockholder rights agreement so that the holders
of the Notes would not be entitled to receive any rights in respect of Common
Stock issuable upon conversion of the Notes, the Conversion Rate will be
adjusted as if the Company distributed to all holders of Common Stock shares of
the Company’s capital stock, evidences of indebtedness or assets (including
securities but excluding rights or warrants to purchase Common Stock issued to
all holders of Common Stock, Common Stock issued as a dividend or distribution
on Common Stock and cash distributions), subject to readjustment in the event
of the expiration, termination or redemption of the rights.  In lieu of any such adjustment, the Company
may amend such applicable stockholder rights agreement to provide that upon
conversion of the Notes the holders will receive, in addition to the Common
Stock issuable upon such conversion, the rights which would have attached to
such Common Stock if the rights had not become separated from the Common Stock
under such applicable stockholder rights agreement.


 


ARTICLE 16


SUBORDINATION


 


Section 16.01.  Agreement to Subordinate.  The Company agrees, and each Noteholder by
accepting a Note agrees, that the Indebtedness evidenced by the Notes is
subordinated in right of payment, to the extent and in the manner provided in
this Article 16, to the prior payment in full of all Senior Indebtedness of the
Company and that the subordination is for the benefit of and enforceable by the
holders of such Senior Indebtedness.  The
Notes shall in all respects rank pari  passu with all other Senior
Subordinated Indebtedness of the Company and only Indebtedness of the Company
that is Senior Indebtedness of the Company shall rank senior to the Notes in
accordance with the provisions set forth herein.  Notwithstanding any provision in this Article
16, but without limiting the immediately preceding sentence, the Notes will not
be subordinated in right of payment to the payment of any amount of unsecured
Senior Indebtedness that equals or exceeds a “substantial amount of unsecured
indebtedness,” as defined in Treasury Regulation § 1.279-3(c)(2), whether
outstanding on the date of this Indenture or which may be subsequently
Incurred.  For purposes of this
Article 16, the Indebtedness evidenced by the Notes shall be deemed to
include any Additional Amounts.  All
provisions of this Article 16 shall be subject to Section 16.12.


 


Section 16.02.  Liquidation, Dissolution, Bankruptcy.  Upon any payment or distribution of the
assets of the Company to creditors upon a total or partial liquidation or a
total or partial dissolution of the Company or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or its
property:


 


(1)           holders of Senior
Indebtedness of the Company shall be entitled to receive payment in full in
cash of such Senior Indebtedness before Noteholders shall be entitled to
receive any payment of principal of or Interest (including Contingent Interest)
on the Notes; and


 


(2)           until the Senior
Indebtedness of the Company is paid in full in cash, any payment or distribution
to which Noteholders would be entitled but for this Article 16 shall be made to
holders of such Senior Indebtedness as their interests may appear, except


 


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that Noteholders may
receive any debt securities that are subordinated to such Senior Indebtedness
to at least the same extent as the Notes.


 


Section 16.03.  Default on Senior Indebtedness.  The
Company may not pay the principal of, premium (if any) or Interest on the Notes
or make any deposit pursuant to Article 13 and may not otherwise purchase,
repurchase, redeem or otherwise acquire or retire for value any Notes
(collectively, “pay the Notes”) if
(a) any Designated Senior Indebtedness of the Company is not paid when due
or (b) any other default on such Designated Senior Indebtedness occurs and the
maturity of such Designated Senior Indebtedness is accelerated in accordance
with its terms unless, in either case, (i) the default has been cured or
waived and any such acceleration has been rescinded or (ii) such
Designated Senior Indebtedness has been paid in full in cash; provided, however,
that the Company may pay the Notes without regard to the foregoing if the
Company and the Trustee receive written notice approving such payment from the
Representative of the Designated Senior Indebtedness with respect to which
either of the events set forth in clause (a) or (b) of this sentence has
occurred and is continuing.  During the
continuance of any default (other than a default described in clause (a) or (b)
of the preceding sentence) with respect to any Designated Senior Indebtedness
of the Company pursuant to which the maturity thereof may be accelerated
immediately without further notice (except such notice as may be required to
effect such acceleration) or the expiration of any applicable grace periods,
the Company may not pay the Notes for a period (a “Payment Blockage Period”) commencing upon the receipt by the
Trustee (with a copy to the Company) of written notice (a “Blockage Notice”) of such default from the
Representative of such Designated Senior Indebtedness specifying an election to
effect a Payment Blockage Period and ending 179 days thereafter (or
earlier if such Payment Blockage Period is terminated (a) by written
notice to the Trustee and the Company from the Person or Persons who gave such
Blockage Notice, (b) by repayment in full of such Designated Senior
Indebtedness or (c) because the default giving rise to such Blockage
Notice is no longer continuing). 
Notwithstanding the provisions described in the immediately preceding
sentence (but subject to the provisions contained in the first sentence of this
Section and the next sentence), unless the holders of such Designated Senior
Indebtedness or the Representative of such holders shall have accelerated the
maturity of such Designated Senior Indebtedness, the Company may resume
payments on the Notes after the end of such Payment Blockage Period, including
any missed payments.  Not more than one
Blockage Notice may be given in any consecutive 360-day period, irrespective of
the number of defaults with respect to Designated Senior Indebtedness during
such period; provided, however, that if any Blockage Notice
within such 360-day period is given by or on behalf of any holders of
Designated Senior Indebtedness other than the Bank Indebtedness, the
Representative of the Bank Indebtedness may give another Blockage Notice within
such period; provided  further, however, that in no event
may the total number of days during which any Payment Blockage Period or Periods
is in effect exceed 179 days in the aggregate during any
360 consecutive day period.  For
purposes of this Section, no default or event of default that existed or was
continuing on the date of the commencement of any Payment Blockage Period with
respect to the Designated Senior Indebtedness initiating such Payment Blockage
Period shall be, or be made, the basis of the commencement of a subsequent
Payment Blockage Period by the Representative of such Designated Senior
Indebtedness, whether or not within a period of 360 consecutive days,
unless such default or event of default shall have been cured or waived for a
period of not less than 90 consecutive days.


 


Section 16.04.  Acceleration of Payment of Notes.  If payment of the Notes is accelerated because
of an Event of Default, the Company or the Trustee (provided, that the Trustee
shall


 


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have received written
notice from the Company, on which notice the Trustee shall be entitled to
conclusively rely) shall promptly notify the holders of the Designated Senior
Indebtedness of the Company (or their Representative) of the acceleration.  If any Designated Senior Indebtedness of the
Company is outstanding, the Company may not pay the Notes until five Business
Days after such holders or the Representative of such Designated Senior
Indebtedness receive notice of such acceleration and, thereafter, may pay the
Notes only if this Article 16 otherwise permits payment at that time.


 


Section 16.05.  When Distribution Must Be Paid Over.  If a distribution is made to the Trustee or
to the Noteholders that because of this Article 16 should not have been made to
them, the Trustee or the Noteholders who receive the distribution shall hold it
in trust for holders of Senior Indebtedness of the Company and pay it over to
them as their interests may appear.


 


Section 16.06.  Subrogation. 
After all Senior Indebtedness of the Company is paid in full and until
the Notes are paid in full, Noteholders shall be subrogated to the rights of
holders of such Senior Indebtedness to receive distributions applicable to
Senior Indebtedness.  A distribution made
under this Article 16 to holders of such Senior Indebtedness which otherwise
would have been made to Noteholders is not, as between the Company and
Noteholders, a payment by the Company on such Senior Indebtedness.


 


Section 16.07.  Relative Rights.  This Article 16 defines the relative rights of Noteholders and holders
of Senior Indebtedness of the Company. 
Nothing in this Indenture shall:


 


(1)           impair, as between the
Company and Noteholders, the obligation of the Company, which is absolute and
unconditional, to pay principal of and interest (including Contingent Interest)
and liquidated damages, if any, on the Notes in accordance with their terms; or


 


(2)           prevent the Trustee or
any Noteholder from exercising its available remedies upon a Default, subject
to the rights of holders of Senior Indebtedness of the Company to receive
distributions otherwise payable to Noteholders.


 


Section 16.08.  Subordination May Not Be Impaired by Company.  No right of any holder of Senior Indebtedness
of the Company to enforce the subordination of the Indebtedness evidenced by
the Notes shall be impaired by any act or failure to act by the Company, the
Trustee or any Noteholders or by its or their failure to comply with this
Indenture.


 


Section 16.09.  Rights of Trustee and Paying Agent.  Notwithstanding Section 16.03, the
Trustee or Paying Agent may continue to make payments on the Notes and shall
not be charged with knowledge of the existence of facts that would prohibit the
making of any such payments unless, not less than two Business Days prior to
the date of such payment, a Trust Officer of the Trustee receives written
notice that payments may not be made under this Article 16.  The Company, the Note Registrar, the Paying
Agent, a Representative or a holder of Senior Indebtedness of the Company may
give the notice; provided, however, that, if an issue of Senior
Indebtedness of the Company has a Representative, only the Representative may
give the notice.


 


The
Trustee in its individual or any other capacity may hold Senior Indebtedness of
the Company with the same rights it would have if it were not Trustee.  The Note Registrar and the Paying Agent may
do the same with like rights.  The
Trustee shall be entitled to all the rights set


 


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forth in this Article 16
with respect to any Senior Indebtedness of the Company which may at any time be
held by it, to the same extent as any other holder of such Senior Indebtedness;
and nothing in Article 8 shall deprive the Trustee of any of its rights as such
holder.  Nothing in this Article 16 shall
apply to claims of, or payments to, the Trustee under or pursuant to Section 8.07
or any other Section of this Indenture.


 


Section 16.10.  Distribution or Notice to Representative.  Whenever a distribution is to be made or a
notice given to holders of Senior Indebtedness of the Company, the distribution
may be made and the notice given to their Representative (if any).


 


Section 16.11.  Article 16 Not to Prevent Events of
Default or Limit Right to Accelerate.  The
failure to make a payment pursuant to the Notes by reason of any provision in
this Article 16 shall not be construed as preventing the occurrence of a
Default.  Nothing in this Article 16
shall have any effect on the right of the Noteholders or the Trustee to
accelerate the maturity of the Notes.


 


Section 16.12.  Trust Monies Not Subordinated.  Notwithstanding anything contained herein to
the contrary, payments from money held in trust under Article 13 by the Trustee
for the payment of principal of and Interest on the Notes shall not be
subordinated to the prior payment of any Senior Indebtedness of the Company or
subject to the restrictions set forth in this Article 16, and none of the
Noteholders shall be obligated to pay over any such amount to the Company or
any holder of Senior Indebtedness of the Company or any other creditor of the
Company.


 


Section 16.13.  Trustee Entitled to Rely.  Upon any payment or distribution pursuant to
this Article 16, the Trustee and the Noteholders shall be entitled to
conclusively rely (a) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in
Section 16.02 are pending, (b) upon a certificate of the liquidating
trustee or agent or other Person making such payment or distribution to the
Trustee or to the Noteholders or (c) upon the Representatives for the
holders of Senior Indebtedness of the Company for the purpose of ascertaining
the Persons entitled to participate in such payment or distribution, the
holders of such Senior Indebtedness and other Indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article 16.  In the event that the Trustee determines, in
good faith, that evidence is required with respect to the right of any Person
as a holder of Senior Indebtedness of the Company to participate in any payment
or distribution pursuant to this Article 16, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of such Senior Indebtedness held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and
other facts pertinent to the rights of such Person under this Article 16,
and, if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.  The provisions of Sections
8.01 and 8.02 shall be applicable to all actions or omissions of actions by the
Trustee pursuant to this Article 16.


 


Section 16.14.  Trustee to Effectuate Subordination.  Each Noteholder by accepting a Note
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination between
the Noteholders and the holders of Senior Indebtedness of the Company as
provided in this Article 16 and appoints the Trustee as attorney-in-fact for
any and all such purposes.


 


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Section 16.15.  Trustee Not Fiduciary for Holders of Senior
Indebtedness.  The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of the Company and shall
not be liable to any such holders if it shall mistakenly pay over or distribute
to Noteholders or the Company or any other Person, money or assets to which any
holders of Senior Indebtedness of the Company shall be entitled by virtue of
this Article 16 or otherwise.


 


Section 16.16.  Reliance by Noteholders of Senior
Indebtedness on Subordination Provisions.  Each Noteholder
by accepting a Note acknowledges and agrees that the foregoing subordination
provisions are, and are intended to be, an inducement and a consideration to
each holder of any Senior Indebtedness of the Company, whether such Senior
Indebtedness was created or acquired before or after the issuance of the Notes,
to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness and such holder of such Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in continuing to hold, such Senior Indebtedness.


 


ARTICLE 17


SUBSIDIARY
GUARANTEES


 


Section 17.01.  Subsidiary Guarantors.  Each Subsidiary of the Company listed on
Schedule I hereto shall initially be a Subsidiary Guarantor.  For so long as the Company’s 81⁄2% Senior
Subordinated Notes due 2011 are outstanding, (a) if any other Subsidiary of the
Company shall become a subsidiary guarantor under the Company’s 81⁄2% Senior
Subordinated Notes due 2011, the Company shall cause such Subsidiary
concurrently to become a Subsidiary Guarantor and (b) if any Subsidiary of the
Company is released from its Guarantee of the Company’s 81⁄2% Senior Subordinated
Notes due 2011, then such Subsidiary shall cease to be a Subsidiary Guarantor
hereunder.  Upon the payment in full of
the Company’s 81⁄2% Senior Subordinated Notes due 2011 when due at maturity, upon
redemption, repurchase or otherwise, except as described below, the Subsidiary
Guarantors shall cease to be Subsidiary Guarantors hereunder.


 


In addition, if at any time any indebtedness for
borrowed money constituting Senior Subordinated Indebtedness or Subordinated
Obligation shall be Guaranteed by any Subsidiary of the Company and such
Subsidiary is not a Subsidiary Guarantor of the Notes, the Company shall cause
such Subsidiary (including any Subsidiary that had previously been such
Subsidiary Guarantor and was subsequently released from all obligations under
this Article 17) to become a Subsidiary Guarantor hereunder and concurrently to
Guarantee the Notes as Senior Subordinated Indebtedness of such Subsidiary,
except that such Subsidiary shall not become a Subsidiary Guarantor hereunder
if at such time the Company’s 81⁄2% Senior Subordinated Notes due 2011 are
outstanding and such Subsidiary is not added as a guarantor under the 81⁄2%
Senior Subordinated Notes due 2011; provided, however, that such
exception shall expire when the 81⁄2% Senior Subordinated Notes due 2011 cease to
be outstanding at which time such Subsidiary shall become a Subsidiary
Guarantor hereunder.  If (a) any such
Subsidiary which shall become a Subsidiary Guarantor of the Notes pursuant to
the immediately preceding sentence is released from its Guarantee of such
Senior Subordinated Indebtedness or Subordinated Obligation, as the case may
be, or (b) if such Senior Subordinated


 


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Indebtedness or
Subordinated Obligation, as the case may be, is no longer outstanding, then
such Subsidiary shall cease to be a Subsidiary Guarantor hereunder.  For the avoidance of doubt, a Subsidiary
Guarantor may be released from its Guarantee of the Notes so long as
contemporaneously therewith, it is also released as a Subsidiary Guarantor from
all of the Company’s then outstanding Senior Subordinated Indebtedness or
Subordinated Obligation.  In furtherance
of the foregoing, a Subsidiary Guarantor may be released from its Guarantee of
the Notes if such release allows the Subsidiary Guarantor to be released from
its Guarantee of all of the Company’s then outstanding Senior Subordinated
Indebtedness or Subordinated Obligation and such Subsidiary Guarantor is
subsequently released from its Guarantee of such outstanding Senior
Subordinated Indebtedness or Subordinated Obligation.


 


If a Subsidiary Guarantor is no longer a Subsidiary
Guarantor hereunder, the Company shall deliver to the Trustee an Officers’
Certificate certifying to that effect as of the date of such Officers’
Certificate; then automatically, without the requirement of any further action
by the Company, such Subsidiary or the Trustee, the Subsidiary Guarantee of
such Subsidiary shall terminate and be of no further force or effect and such
Subsidiary Guarantor shall be deemed to be released from all obligations under
this Article 17.


 


A
Subsidiary Guarantee by a Subsidiary Guarantor shall be signed in the name and
on behalf of such Subsidiary Guarantor by the manual or facsimile signature of
its President, any Vice President (whether or not designated by number or
numbers or word or words added before or after the title “Vice President”), its
Treasurer, its Secretary or any Assistant Secretary.


 


A
Subsidiary Guarantee bearing the manual signatures of individuals who were at
any time the proper officers of a Subsidiary Guarantor shall bind such
Subsidiary Guarantor, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the execution and delivery of the
Subsidiary Guarantee or did not hold such offices at the date of such
Subsidiary Guarantee.


 


Section 17.02.  Subsidiary Guarantees.  (a)  Each
Subsidiary Guarantor hereby jointly and severally irrevocably and
unconditionally guarantees, as a primary obligor and not merely as a surety, to
each Noteholder and to the Trustee and its successors and assigns (i) the
full and punctual payment when due, whether at Stated Maturity, by
acceleration, by redemption, repurchase or otherwise, of all obligations of the
Company under this Indenture (including obligations to the Trustee) and the
Notes, whether for payment of principal of, Interest on, in respect of the
Notes and all other monetary obligations of the Company under this Indenture
and the Notes and (ii) the full and punctual performance within applicable
grace periods of all other obligations of the Company whether for fees,
expenses, indemnification or otherwise under this Indenture and the Notes (all
the foregoing being hereinafter collectively called the “Guaranteed Obligations”).  Each Subsidiary Guarantor further agrees that
the Guaranteed Obligations may be extended or renewed, in whole or in part,
without notice or further assent from each such Subsidiary Guarantor, and that
each such Subsidiary Guarantor shall remain bound under this Article 17
notwithstanding any extension or renewal of any Guaranteed Obligation.


 


(b)           Each Subsidiary Guarantor waives presentation to, demand of
payment from and protest to the Company of any of the Guaranteed Obligations
and also waives notice of protest for nonpayment.  Each Subsidiary Guarantor waives notice of any
default under the Notes or the Guaranteed Obligations.  The obligations of each Subsidiary Guarantor
hereunder shall not be affected by (i) the failure of any Noteholder or
the Trustee to assert any claim or demand or to enforce any right or remedy
against the Company or any other Person under this Indenture, the Notes or any
other agreement or otherwise; (ii) any extension or renewal of any thereof;
(iii) any rescission, waiver, amendment or modification of any of the
terms or provisions of this


 


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Indenture, the Notes or
any other agreement; (iv) the release of any security held by any
Noteholder or the Trustee for the Guaranteed Obligations or any of them;
(v) the failure of any Noteholder or Trustee to exercise any right or
remedy against any other guarantor of the Guaranteed Obligations; or
(vi) any change in the ownership of such Subsidiary Guarantor.


 


(c)  Each Subsidiary Guarantor hereby waives any
right to which it may be entitled to have its obligations hereunder divided
among the Subsidiary Guarantors, such that such Subsidiary Guarantor’s
obligations would be less than the full amount claimed.  Each Subsidiary Guarantor hereby waives any
right to which it may be entitled to have the assets of the Company first be
used and depleted as payment of the Company’s or such Subsidiary Guarantor’s
obligations hereunder prior to any amounts being claimed from or paid by such
Subsidiary Guarantor hereunder.  Each
Subsidiary Guarantor hereby waives any right to which it may be entitled to
require that the Company be sued prior to an action being initiated against
such Subsidiary Guarantor.


 


(d)  Each Subsidiary Guarantor further agrees that
its Subsidiary Guarantee herein constitutes a guarantee of payment, performance
and compliance when due (and not a guarantee of collection) and waives any
right to require that any resort be had by any Noteholder or the Trustee to any
security held for payment of the Guaranteed Obligations.


 


(e)  The Subsidiary Guarantee of each Subsidiary
Guarantor is, to the extent and in the manner set forth in Article 18,
subordinated and subject in right of payment to the prior payment in full of
the principal of and premium, if any, and interest on all Senior Indebtedness
of the relevant Subsidiary Guarantor and is made subject to such provisions of
this Indenture.


 


(f)  Except as expressly set forth in Sections
17.03 and 17.07, the obligations of each Subsidiary Guarantor hereunder
shall not be subject to any reduction, limitation, impairment or termination
for any reason, including any claim of waiver, release, surrender, alteration
or compromise, and shall not be subject to any defense of setoff, counterclaim,
recoupment or termination whatsoever or by reason of the invalidity, illegality
or unenforceability of the Guaranteed Obligations or otherwise.  Without limiting the generality of the
foregoing, the obligations of each Subsidiary Guarantor herein shall not be
discharged or impaired or otherwise affected by the failure of any Noteholder
or the Trustee to assert any claim or demand or to enforce any remedy under
this Indenture, the Notes or any other agreement, by any waiver or modification
of any thereof, by any default, failure or delay, wilful or otherwise, in the
performance of the obligations, or by any other act or thing or omission or
delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of any Subsidiary Guarantor or would otherwise operate as
a discharge of any Subsidiary Guarantor as a matter of law or equity.


 


(g)  Except as otherwise provided herein, each
Subsidiary Guarantor agrees that its Subsidiary Guarantee shall remain in full
force and effect until payment in full of all the Guaranteed Obligations.  Each Subsidiary Guarantor further agrees that
its Subsidiary Guarantee herein shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
principal of or Interest on any Guaranteed Obligation is rescinded or must
otherwise be restored by any Noteholder or the Trustee upon the bankruptcy or
reorganization of the Company or otherwise.


 


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(h)  In furtherance of the foregoing and not in
limitation of any other right which any Noteholder or
the Trustee has at law or in equity against any Subsidiary Guarantor by virtue
hereof, upon the failure of the Company to pay the principal of or Interest on
any Guaranteed Obligation when and as the same shall become due, whether at
maturity, by acceleration, by redemption or otherwise, or to perform or comply
with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises
to and shall, upon receipt of written demand by the Trustee, forthwith pay, or
cause to be paid, in cash, to the Noteholders or the
Trustee an amount equal to the sum of (i) the
unpaid principal amount of such Guaranteed Obligations, (ii) accrued and
unpaid Interest on such Guaranteed Obligations (but only to the extent not
prohibited by law) and (iii) all other monetary obligations of the Company
to the Noteholders and the Trustee.


 


(i)  Each Subsidiary
Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Noteholders in respect of any
Guaranteed Obligations guaranteed hereby until payment in full of all
Guaranteed Obligations and all obligations to which the Guaranteed Obligations
are subordinated as provided in Article 18.  Each Subsidiary Guarantor further agrees
that, as between it, on the one hand, and the Noteholders
and the Trustee, on the other hand, (i) the
maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as
provided in Article 7 for the purposes of any Subsidiary Guarantee herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guaranteed Obligations guaranteed hereby, and
(ii) in the event of any declaration of acceleration of such Guaranteed
Obligations as provided in Article 7, such Guaranteed Obligations (whether
or not due and payable) shall forthwith become due and payable by such
Subsidiary Guarantor for the purposes of this Section 17.02.


 


(j)  Each Subsidiary Guarantor also agrees to pay
any and all costs and expenses (including reasonable attorneys’ fees and
expenses) incurred by the Trustee or any Noteholder
in enforcing any rights under this Section 17.02.


 


(k)  Upon request of the Trustee, each Subsidiary
Guarantor shall execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.


 


Section 17.03.  Limitation on Liability.  Any term or provision of this
Indenture to the contrary notwithstanding, the maximum aggregate amount of the
Guaranteed Obligations guaranteed hereunder by any Subsidiary Guarantor shall
not exceed the maximum amount that can be hereby guaranteed without rendering
this Indenture, as it relates to such Subsidiary Guarantor, voidable
under applicable law relating to fraudulent conveyance or fraudulent transfer
or similar laws affecting the rights of creditors generally.


 


Section 17.04.  Successors and Assigns.  This Article 17 shall be
binding upon each Subsidiary Guarantor and its successors and assigns and shall
inure to the benefit of the successors and assigns of the Trustee and the Noteholders and, in the event of any transfer or assignment
of rights by any Noteholder or the Trustee, the
rights and privileges conferred upon that party in this Indenture and in the
Notes shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions of this Indenture.


 


Section 17.05.  No Waiver.  Neither a failure nor a delay on the part of
either the Trustee or the Noteholders in exercising
any right, power or privilege under this Article 17 shall operate


 


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as a waiver thereof, nor shall a single or partial exercise thereof
preclude any other or further exercise of any right, power or privilege.  The rights, remedies and benefits of the
Trustee and the Noteholders herein expressly
specified are cumulative and not exclusive of any other rights, remedies or
benefits which either may have under this Article 17 at law, in equity, by
statute or otherwise.


 


Section 17.06.  Modification.  No modification, amendment or waiver of any
provision of this Article 17, nor the consent to any departure by any
Subsidiary Guarantor therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Trustee, and
then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given.  No
notice to or demand on any Subsidiary Guarantor in any case shall entitle such
Subsidiary Guarantor to any other or further notice or demand in the same,
similar or other circumstances.


 


Section 17.07.  Execution of Subsidiary Guarantee for Future
Subsidiary Guarantors. 
Each Subsidiary which is required to become a Subsidiary Guarantor
pursuant to Section 17.01 shall promptly execute and deliver to the
Trustee a Subsidiary Guarantee in the form of Exhibit B hereto pursuant to
which such Subsidiary shall become a Subsidiary Guarantor under this
Article 17 and shall guarantee the Guaranteed Obligations.  Concurrently with the execution and delivery
of such Subsidiary Guarantee, the Company shall deliver to the Trustee an
Opinion of Counsel and an Officers’ Certificate to the effect that such Subsidiary
Guarantee has been duly authorized, executed and delivered by such Subsidiary
and that, subject to the application of bankruptcy, insolvency, moratorium,
fraudulent conveyance or transfer and other similar laws relating to creditors’
rights generally and to the principles of equity, whether considered in a
proceeding at law or in equity, the Subsidiary Guarantee of such Subsidiary
Guarantor is a valid and binding obligation of such Subsidiary Guarantor,
enforceable against such Subsidiary Guarantor in accordance with its terms and
or to such other matters as the Trustee may reasonably request.


 


Section 17.08.  Non-Impairment.  The failure to endorse a Subsidiary Guarantee
on any Note shall not affect or impair the validity thereof.


 


ARTICLE 18


SUBORDINATION OF THE SUBSIDIARY GUARANTEES


 


Section 18.01.  Agreement to Subordinate.  Each Subsidiary Guarantor
agrees, and each Noteholder by accepting a Note
agrees, that the obligations of a Subsidiary Guarantor hereunder are
subordinated in right of payment, to the extent and in the manner provided in
this Article 18, to the prior payment in full of all Senior Indebtedness
of such Subsidiary Guarantor and that the subordination is for the benefit of
and enforceable by the holders of such Senior Indebtedness of such Subsidiary
Guarantor.  The obligations hereunder
with respect to a Subsidiary Guarantor shall in all respects rank pari  passu with all
other Senior Subordinated Indebtedness of such Subsidiary Guarantor and shall
rank senior to all existing and future Subordinated Obligations of such
Subsidiary Guarantor; and only Indebtedness of such Subsidiary Guarantor that
is Senior Indebtedness of such Subsidiary Guarantor shall rank senior to the
obligations of such Subsidiary Guarantor under its Subsidiary Guarantee in
accordance with the provisions set forth herein.  Notwithstanding any provision in this Article
18, but without limiting the immediately preceding sentence, the Subsidiary
Guarantees will not be subordinated in right of payment to the payment


 


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of any amount of unsecured Senior Indebtedness that equals or exceeds a
“substantial amount of unsecured indebtedness,” as defined in Treasury
Regulation § 1.279-3(c)(2), whether outstanding on the date of this Indenture
or which may be subsequently Incurred.


 


Section 18.02.  Liquidation, Dissolution, Bankruptcy.  Upon any payment or
distribution of the assets of a Subsidiary Guarantor to creditors upon a total
or partial liquidation or a total or partial dissolution of such Subsidiary
Guarantor or in a bankruptcy, reorganization, insolvency, receivership or
similar proceeding relating to such Subsidiary Guarantor or its property:


 


(1)           holders of Senior
Indebtedness of such Subsidiary Guarantor shall be entitled to receive payment
in full in cash of such Senior Indebtedness before Noteholders
shall be entitled to receive any payment pursuant to any Guaranteed Obligations
from such Subsidiary Guarantor; and


 


(2)           until the Senior
Indebtedness of such Subsidiary Guarantor is paid in full, any payment or
distribution to which Noteholders would be entitled
but for this Article 18 shall be made to holders of such Senior
Indebtedness as their respective interests may appear, except that Noteholders may receive any debt securities that are
subordinated to such Senior Indebtedness to at least the same extent as the
Subsidiary Guarantees.


 


Section 18.03.  Default on Designated Senior Indebtedness of
a Subsidiary Guarantor. 
A Subsidiary Guarantor may not make any payment pursuant to any of the
Guaranteed Obligations or purchase, repurchase, redeem or otherwise acquire or
retire for value any Notes (collectively, “pay
its Guarantee”) if (a) any Designated Senior Indebtedness of
such Subsidiary Guarantor is not paid when due or (b) any other default on
Designated Senior Indebtedness of such Subsidiary Guarantor occurs and the
maturity of such Designated Senior Indebtedness is accelerated in accordance
with its terms unless, in either case, (i) the
default has been cured or waived and any such acceleration has been rescinded
or (ii) such Designated Senior Indebtedness has been paid in full; provided,
however, that such Subsidiary Guarantor may pay its Guarantee without
regard to the foregoing if such Subsidiary Guarantor and the Trustee receive
written notice approving such payment from the Representative of the holders of
the Designated Senior Indebtedness with respect to which either of the events
in clause (a) or (b) of this sentence has occurred and is continuing.  During the continuance of any default (other
than a default described in clause (a) or (b) of the preceding sentence) with
respect to any Designated Senior Indebtedness of a Subsidiary Guarantor
pursuant to which the maturity thereof may be accelerated immediately without
further notice (except such notice as may be required to effect such
acceleration) or the expiration of any applicable grace periods, such
Subsidiary Guarantor may not pay its Guarantee for a period (a “Guarantee Payment Blockage Period”) commencing
upon the receipt by the Trustee (with a copy to such Subsidiary Guarantor and
the Company) of written notice (a “Guarantee
Blockage Notice”) of such default from the Representative of the
holders of the Designated Senior Indebtedness of such Subsidiary Guarantor
specifying an election to effect a Guarantee Payment Blockage Period and ending
179 days thereafter (or earlier if such Guarantee Payment Blockage Period
is terminated (a) by written notice to the Trustee (with a copy to such
Subsidiary Guarantor and the Company) from the Person or Persons who gave such
Guarantee Blockage Notice, (b) because such Designated Senior Indebtedness
has been repaid in full or (c) because the default giving rise to such
Guarantee Blockage Notice is no longer continuing).  Notwithstanding the provisions described in
the immediately preceding sentence (but subject


 


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to the provisions contained in the first sentence of this
Section 18.03 and the next sentence), unless the holders of such
Designated Senior Indebtedness or the Representative of such holders shall have
accelerated the maturity of such Designated Senior Indebtedness, such
Subsidiary Guarantor may resume to paying its Subsidiary Guarantee after such
Guarantee Payment Blockage Period, including any missed payments.  Not more than one Guarantee Blockage Notice
may be given with respect to a Subsidiary Guarantor in any consecutive 360-day
period, irrespective of the number of defaults with respect to Designated Senior
Indebtedness of such Subsidiary Guarantor during such period; provided, however,
that if any Guarantee Blockage Notice within such 360-day period is given by or
on behalf of any holders of Designated Senior Indebtedness of such Subsidiary
Guarantor other than the Bank Indebtedness, the Representative of the Bank
Indebtedness may give another Guarantee Blockage Notice within such period; provided
further, however, that in no event may the total number of days
during which any Guarantee Payment Blockage Period or Periods is in effect
exceed 179 days in the aggregate during any 360 consecutive day
period.  For purposes of this
Section 18.03, no default or event of default that existed or was
continuing on the date of the commencement of any Guarantee Payment Blockage
Period with respect to the Designated Senior Indebtedness initiating such
Guarantee Payment Blockage Period shall be, or be made, the basis of the
commencement of a subsequent Guarantee Payment Blockage Period by the
Representative of such Designated Senior Indebtedness, whether or not within a
period of 360 consecutive days, unless such default or event of default
shall have been cured or waived for a period of not less than
90 consecutive days.


 


Section 18.04.  Demand for Payment.  If payment of the Notes is
accelerated because of an Event of Default and a demand for payment is made on
a Subsidiary Guarantor pursuant to Article 17, the Trustee (provided
that the Trustee shall have received written notice from the Company or such
Subsidiary Guarantor, on which notice the Trustee shall be entitled to
conclusively rely) shall promptly notify the holders of the Designated Senior
Indebtedness of such Subsidiary Guarantor (or the Representative of such
holders) of such demand.  If any
Designated Senior Indebtedness of such Subsidiary Guarantor is outstanding,
such Subsidiary Guarantor may not pay its Guarantee until five Business Days
after such holders or the Representative of the holders of the Designated
Senior Indebtedness of such Subsidiary Guarantor receive notice of such demand
and, thereafter, may pay its Guarantee only if this Article 18 otherwise
permits payment at that time.


 


Section 18.05.  When Distribution Must Be Paid Over.  If a payment or distribution
is made to the Trustee or the Noteholders that
because of this Article 18 should not have been made to them, the Trustee
or the Noteholders who receive the payment or
distribution shall hold such payment or distribution in trust for holders of
the Senior Indebtedness of the relevant Subsidiary Guarantor and pay it over to
them as their respective interests may appear.


 


Section 18.06.  Subrogation.  After all Senior Indebtedness of a Subsidiary
Guarantor is paid in full and until the Notes are paid in full in cash, Noteholders shall be subrogated to the rights of holders of
Senior Indebtedness of such Subsidiary Guarantor to receive distributions
applicable to Designated Senior Indebtedness of such Subsidiary Guarantor.  A distribution made under this Article 18
to holders of Senior Indebtedness of such Subsidiary Guarantor which otherwise
would have been made to Noteholders is not, as
between such Subsidiary Guarantor and Noteholders, a
payment by such Subsidiary Guarantor on Senior Indebtedness of such Subsidiary
Guarantor.


 


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Section 18.07.  Relative Rights.  This Article 18 defines the relative
rights of Noteholders and holders of Senior
Indebtedness of a Subsidiary Guarantor. 
Nothing in this Indenture shall:


 


(1)           impair, as between a
Subsidiary Guarantor and Noteholders, the obligation
of a Subsidiary Guarantor which is absolute and unconditional, to make payments
with respect to the Guaranteed Obligations to the extent set forth in
Article 17; or


 


(2)           prevent the Trustee
or any Noteholder from exercising its available
remedies upon a default by a Subsidiary Guarantor under its obligations with
respect to the Guaranteed Obligations, subject to the rights of holders of
Senior Indebtedness of such Subsidiary Guarantor to receive distributions otherwise
payable to Noteholders.


 


Section
18.08.  Subordination May Not Be Impaired by a
Subsidiary Note Guarantor. 
No right of any holder of Senior Indebtedness of a Subsidiary Guarantor
to enforce the subordination of the obligations of such Subsidiary Guarantor
hereunder shall be impaired by any act or failure to act by such Subsidiary
Guarantor, the Trustee or any Noteholder or by its or
their failure to comply with this Indenture.


 


Section 18.09.  Rights of Trustee and Paying Agent.  Notwithstanding Section 18.03,
the Trustee or the Paying Agent may continue to make payments on the Notes and
shall not be charged with knowledge of the existence of facts that would
prohibit the making of any such payments unless, not less than two Business
Days prior to the date of such payment, a Trust Officer of the Trustee receives
written notice that payments may not be made under this Article 18.  A Subsidiary Guarantor, the Registrar, the
Paying Agent, a Representative or a holder of Senior Indebtedness of a
Subsidiary Guarantor may give the notice; provided, however, that
if an issue of Senior Indebtedness of a Subsidiary Guarantor has a
Representative, only the Representative may give the notice.


 


The
Trustee in its individual or any other capacity may hold Senior Indebtedness of
a Subsidiary Guarantor with the same rights it would have if it were not
Trustee.  The Note Registrar and the
Paying Agent may do the same with like rights. 
The Trustee shall be entitled to all the rights set forth in this
Article 18 with respect to any Senior Indebtedness of a Subsidiary
Guarantor which may at any time be held by it, to the same extent as any other
holder of Senior Indebtedness of such Subsidiary Guarantor; and nothing in
Article 8 shall deprive the Trustee of any of its rights as such
holder.  Nothing in this Article 18
shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 8.07 or any other Section of this Indenture.


 


Section 18.10.  Distribution or Notice to Representative.  Whenever a distribution is to
be made or a notice given to holders of Senior Indebtedness of a Subsidiary
Guarantor, the distribution may be made and the notice given to their
Representative (if any).


 


Section 18.11.  Article 18 Not to Prevent Events of
Default or Limit Right to Accelerate.  The failure of a Subsidiary Guarantor to make
a payment on any of its obligations by reason of any provision in this
Article 18 shall not be construed as preventing the occurrence of a
default by such Subsidiary Guarantor under such obligations.  Nothing in this Article 18 shall have
any effect on the right of the Noteholders or the
Trustee to make a demand for payment on a Subsidiary Guarantor pursuant to
Article 17.


 


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Section 18.12.  Trustee Entitled to Rely.  Upon any payment or
distribution pursuant to this Article 18, the Trustee and the Noteholders shall be entitled to conclusively rely
(a) upon any order or decree of a court of competent jurisdiction in which
any proceedings of the nature referred to in Section 18.02 are pending,
(b) upon a certificate of the liquidating trustee or agent or other Person
making such payment or distribution to the Trustee or to the Noteholders or (c) upon the Representatives for the
holders of Senior Indebtedness of a Subsidiary Guarantor for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness of a Subsidiary Guarantor
and other Indebtedness of a Subsidiary Guarantor, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article 18. 
In the event that the Trustee determines, in good faith, that evidence
is required with respect to the right of any Person as a holder of Senior
Indebtedness of a Subsidiary Guarantor to participate in any payment or
distribution pursuant to this Article 18, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Indebtedness of such Subsidiary Guarantor held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and other facts pertinent to the rights of such Person
under this Article 18, and, if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment. 
The provisions of Sections 8.01 and 8.02 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this
Article 18.


 


Section 18.13.  Trustee to Effectuate Subordination.  Each Noteholder
by accepting a Note authorizes and directs the Trustee on his or her behalf to
take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Noteholders
and the holders of Senior Indebtedness of each of the Subsidiary Guarantors as
provided in this Article 18 and appoints the Trustee as attorney-in-fact
for any and all such purposes.


 


Section 18.14.  Trustee Not Fiduciary for Holders of Senior
Indebtedness of a Subsidiary Guarantor.  The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of a Subsidiary Guarantor
and shall not be liable to any such holders if it shall mistakenly pay over or
distribute to Noteholders or the relevant Subsidiary
Guarantor or any other Person, money or assets to which any holders of Senior
Indebtedness of such Subsidiary Guarantor shall be entitled by virtue of this
Article 18 or otherwise.


 


Section 18.15.  Reliance by Noteholders
of Senior Indebtedness of a Subsidiary Guarantor on Subordination Provisions.  Each Noteholder
by accepting a Note acknowledges and agrees that the foregoing subordination
provisions are, and are intended to be, an inducement and a consideration to
each holder of any Senior Indebtedness of a Subsidiary Guarantor, whether such
Senior Indebtedness was created or acquired before or after the issuance of the
Notes, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness and such holder of Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in continuing to hold, such Senior Indebtedness.


 


Section 18.16.  Trust Monies Not Subordinated.  Notwithstanding anything
contained herein to the contrary, payments from money held in trust under
Article 13 by the Trustee for the payment of principal of, and Interest
on, the Notes shall not be subordinated to the prior payment


 


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of any Senior Indebtedness of any Subsidiary Guarantor or subject to
the restrictions set forth in this Article 18, and none of the Noteholders shall be obligated to pay over any such amount
to a Subsidiary Guarantor or any holder of Senior Indebtedness of Subsidiary
Guarantor or any other creditor of a Subsidiary Guarantor.


 


ARTICLE 19


MISCELLANEOUS
PROVISIONS


 


Section 19.01.  Provisions Binding on Company’s Successors.  All the covenants,
stipulations, promises and agreements by the Company contained in this
Indenture shall bind its successors and assigns whether so expressed or not.


 


Section 19.02.  Official Acts by Successor Corporation.  Any act or proceeding by any
provision of this Indenture authorized or required to be done or performed by
any board, committee or officer of the Company shall and may be done and
performed with like force and effect by the like board, committee or officer of
any Person that shall at the time be the lawful sole successor of the Company.


 


Section 19.03.  Addresses for Notices, Etc.  Any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Notes on the Company shall be deemed to
have been sufficiently given or made, for all purposes, if given or served by
being deposited postage prepaid by registered or certified mail in a post
office letter box or sent by telecopier transmission
addressed as follows:  to Alliant  Techsystems Inc., 5050
Lincoln Drive, Edina, Minnesota 55436, Telecopier
No.:  (952) 351-3000, Attention:  Chief Financial Officer.  Any notice, direction, request or demand
hereunder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or served by being deposited, postage
prepaid, by registered or certified mail in a post office letter box or sent by
telecopier transmission addressed to the Corporate
Trust Office, BNY Midwest Trust Company, 2 North LaSalle Street, Suite 1020,
Chicago, Illinois 60602, Attention: Corporate Trust Department.


 


The
Trustee, by notice to the Company, may designate additional or different
addresses for subsequent notices or communications.


 


Any
notice or communication mailed to a Noteholder shall
be mailed to him by first class mail, postage prepaid, at his address as it
appears on the Note Register and shall be sufficiently given to him if so
mailed within the time prescribed.


 


Failure
to mail a notice or communication to a Noteholder or
any defect in it shall not affect its sufficiency with respect to other Noteholders.  If a
notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.


 


Section 19.04.  Governing Law.  This Indenture and each Note shall be deemed
to be a contract made under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of the State of New
York.


 


Section 19.05.  Evidence of Compliance with Conditions
Precedent, Certificates to Trustee.  Upon any application or demand by the Company
to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an


 


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Officers’ Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with, and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with (it being
understood that no Opinion of Counsel shall be required pursuant to this
Section 19.05 in connection with the initial issuance of the Notes).


 


Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include:  (1) a
statement that the person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statement or opinion contained in
such certificate or opinion is based; (3) a statement that, in the opinion of
such person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (4) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.


 


Section 19.06.  Legal Holidays.  In any case in which the date of maturity of
Interest on or principal of the Notes or the Redemption Date of any Note or any
Repurchase Date with respect to any Note will not be a Business Day, then
payment of such Interest on or principal of the Notes need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date of maturity or the Redemption Date or the
Repurchase Date, as the case may be, and no interest shall accrue for the
period from and after such date.


 


Section 19.07.  Company Responsible for Making Calculations.  Except as specified in Section
4.01, the Company will be responsible for making all calculations called for
under the Notes.  These calculations
include, but are not limited to, determination of the Current Market Price,
Last Reported Sale Price and Spin-off Market Price, the amount of accrued
Interest (including any Contingent Interest) payable on the Notes and the
Conversion Rate of the Notes.  The
Company will make these calculations in good faith and, absent manifest error,
these calculations will be final and binding on the Noteholders.  Promptly after the calculation thereof, the
Company will provide to each of the Trustee and the Conversion Agent an
Officers’ Certificate setting forth a schedule of its calculations, and each of
the Trustee and the Conversion Agent is entitled to conclusively rely upon the
accuracy of such calculations without independent verification.  The Trustee will forward the Company’s
calculations to any Noteholder upon the request of
such Noteholder.


 


Section 19.08.  Trust Indenture Act.  This Indenture is hereby made
subject to, and shall be governed by, the provisions of the Trust Indenture Act
required to be part of and to govern indentures qualified under the Trust
Indenture Act; provided that unless otherwise required by law, notwithstanding
the foregoing, this Indenture and the Notes issued hereunder shall not be
subject to the provisions of subsections (a)(1), (a)(2), and (a)(3) of Section
314 of the Trust Indenture Act as now in effect or as hereafter amended or
modified; provided further that this Section 16.08 shall not require this
Indenture or the Trustee to be qualified under the Trust Indenture Act prior to
the time such qualification is in fact required under the terms of the Trust
Indenture Act, nor shall it constitute any admission or acknowledgment by any
party to the Indenture that any such qualification is required prior to the
time such qualification is in fact required under the terms of the Trust
Indenture Act.  If any provision hereof
limits, qualifies or


 


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conflicts with another provision hereof which is required to be
included in an indenture qualified under the Trust Indenture Act, such required
provision shall control.


 


Section 19.09.  No Security Interest Created.  Except as provided in Section
8.07, nothing in this Indenture or in the Notes, expressed or implied, shall be
construed to constitute a security interest under the Uniform Commercial Code
or similar legislation, as now or hereafter enacted and in effect, in any
jurisdiction in which property of the Company or its subsidiaries is located.


 


Section 19.10.  Benefits of Indenture.  Nothing in this Indenture or
in the Notes, express or implied, shall give to any Person, other than the
parties hereto, any Paying Agent, any authenticating agent, any Note Registrar
and their successors hereunder and the holders of Notes any benefit or any
legal or equitable right, remedy or claim under this Indenture.


 


Section 19.11.  Table of Contents, Headings, Etc.  The table of contents and the
titles and headings of the Articles and Sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.


 


Section 19.12.  Authenticating Agent.  The Trustee may appoint an
authenticating agent that shall be authorized to act on its behalf, and subject
to its direction, in the authentication and delivery of Notes in connection
with the original issuance thereof and transfers and exchanges of Notes
hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 3.02 and 3.08, as
fully to all intents and purposes as though the authenticating agent had been
expressly authorized by this Indenture and those Sections to authenticate and
deliver Notes.  For all purposes of this
Indenture, the authentication and delivery of Notes by the authenticating agent
shall be deemed to be authentication and delivery of such Notes “by the
Trustee” and a certificate of authentication executed on behalf of the Trustee
by an authenticating agent shall be deemed to satisfy any requirement hereunder
or in the Notes for the Trustee’s certificate of authentication.  Such authenticating agent shall at all times
be a Person eligible to serve as trustee hereunder pursuant to Section 8.10.


 


Any
corporation into which any authenticating agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, consolidation or conversion to which any authenticating agent shall be
a party, or any corporation succeeding to the corporate trust business of any
authenticating agent, shall be the successor of the authenticating agent
hereunder, if such successor corporation is otherwise eligible under this
Section 16.12, without the execution or filing of any paper or any further act
on the part of the parties hereto or the authenticating agent or such successor
corporation.


 


Any
authenticating agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. 
The Trustee may at any time terminate the agency of any authenticating
agent by giving written notice of termination to such authenticating agent and
to the Company.  Upon receiving such a
notice of resignation or upon such a termination, or in case at any time any
authenticating agent shall cease to be eligible under this Section, the Trustee
shall either promptly appoint a successor authenticating agent or itself assume
the duties and obligations of the former authenticating agent under this
Indenture and, upon such appointment of a successor authenticating agent, if
made, shall give written notice of such appointment of a


 


95





















 


successor authenticating agent to the Company and shall mail notice of
such appointment of a successor authenticating agent to all holders of Notes as
the names and addresses of such holders appear on the Note Register.


 


The
Company agrees to pay to the authenticating agent from time to time such
reasonable compensation for its services as shall be agreed upon in writing
between the Company and the authenticating agent.


 


The
provisions of Sections 8.02, 8.03, 8.04 and 9.03 and this Section 19.12 shall
be applicable to any authenticating agent.


 


Section 19.13.  Execution in Counterparts.  This Indenture may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.


 


Section 19.14.  Severability.  In case any provision in this
Indenture or in the Notes shall be invalid, illegal or unenforceable, then (to
the extent permitted by law) the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


 


BNY
Midwest Trust Company hereby accepts the trusts in this Indenture declared and
provided, upon the terms and conditions herein above set forth.


 


[THE REMAINDER OF THIS PAGE
IS INTENTIONALLY LEFT BLANK]


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Indenture to be duly executed.


 


	
   

  	
   

  	
  ALLIANT
  TECHSYSTEMS INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
   

  	
  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 THIOKOL INC.

  
	
   

  	
   

  	
  ATK COMMERCIAL AMMUNITION COMPANY

  
	
   

  	
   

  	
  ATK ELKTON LLC

  
	
   

  	
   

  	
  ATK INTERNATIONAL SALES INC.

  
	
   

  	
   

  	
  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.

  
	
   

  	
   

  	
  THIOKOL TECHNOLOGIES INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
   

  	
  BNY
  MIDWEST TRUST

  COMPANY, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 





















 


EXHIBIT
A


 


[FORM OF NOTE]


 


[Include only for Global Notes:]


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) (THE “DEPOSITARY”, WHICH TERM INCLUDES
ANY SUCCESSOR DEPOSITORY FOR THE CERTIFICATES) TO ALLIANT TECHSYSTEMS INC. OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREIN IS MADE TO
CEDE & CO.  OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]


 


[Include only for Notes that are Restricted
Securities]


 


[THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION.  THE HOLDER OF THIS
SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)); (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF
ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF
SUCH SECURITY, PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO
SALES OF THIS SECURITY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION), ONLY (A) TO ALLIANT TECHSYSTEMS INC. (THE “ISSUER”), (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
EFFECTIVE AT THE TIME OF SUCH TRANSFER), (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, IN COMPLIANCE WITH RULE 144A TO A PERSON
IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (D)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE


 


A-1





















 


ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  THIS LEGEND WILL BE REMOVED UPON THE EARLIER
OF THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(B) ABOVE OR UPON ANY
TRANSFER OF THIS SECURITY UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION).]


 


THIS SECURITY IS SUBJECT TO UNITED STATES FEDERAL
INCOME TAX REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS.  FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275
OF THE INTERNAL REVENUE CODE, THE ISSUE DATE OF THIS SECURITY IS AUGUST 13,
2004 AND THE COMPARABLE YIELD OF THIS SECURITY IS 7.0%, COMPOUNDED
SEMI-ANNUALLY (WHICH WILL BE TREATED AS THE YIELD TO MATURITY FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES).


 


THE ISSUER AGREES, AND BY ACCEPTING A BENEFICIAL
OWNERSHIP INTEREST IN THIS SECURITY EACH HOLDER AND ANY BENEFICIAL OWNER OF
THIS SECURITY WILL BE DEEMED TO HAVE AGREED, FOR UNITED STATES FEDERAL INCOME
TAX PURPOSES (1) TO TREAT THIS SECURITY AS A DEBT INSTRUMENT THAT IS SUBJECT TO
TREAS. REG.  SEC. 1.1275-4 (THE
“CONTINGENT PAYMENT REGULATIONS”), (2) TO TREAT THE FAIR MARKET VALUE OF ANY
COMMON STOCK RECEIVED UPON ANY CONVERSION OF THIS SECURITY OR UPON A PURCHASE
OF THIS SECURITY AT THE HOLDER’S OPTION AS A CONTINGENT PAYMENT FOR PURPOSES OF
THE CONTINGENT PAYMENT REGULATIONS, AND (3) TO ACCRUE INTEREST WITH RESPECT TO
THE SECURITY AS ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES ACCORDING TO THE “NONCONTINGENT BOND METHOD,” SET FORTH IN THE
CONTINGENT PAYMENT REGULATIONS, AND TO BE BOUND BY THE ISSUER’S DETERMINATION
OF THE “COMPARABLE YIELD” AND “PROJECTED PAYMENT SCHEDULE,” WITHIN THE MEANING
OF THE CONTINGENT PAYMENT REGULATIONS, WITH RESPECT TO THIS SECURITY.  THE ISSUER AGREES TO PROVIDE PROMPTLY TO THE
HOLDER OF THIS SECURITY, UPON WRITTEN REQUEST, THE ISSUE PRICE, ISSUE DATE,
YIELD TO MATURITY, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE.  ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO
THE ISSUER AT THE FOLLOWING ADDRESS: 
ALLIANT TECHSYSTEMS INC., 5050 LINCOLN DRIVE, EDINA, MINNESOTA 55436,
ATTENTION:  CHIEF FINANCIAL OFFICER.


 


THE HOLDER OF THIS SECURITY IS ENTITLED TO THE
BENEFITS OF A REGISTRATION RIGHTS AGREEMENT DATED AS OF AUGUST 13, 2004 AND, BY
ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS
OF SUCH REGISTRATION RIGHTS AGREEMENT.


 


A-2





















 


ALLIANT
TECHSYSTEMS INC.


 


3.00% CONVERTIBLE
SENIOR SUBORDINATED NOTE DUE 2024


 


 


 


	
   

  	
   

  	
  CUSIP:

  
	
   

  	
   

  	
   

  
	
  No.          

  	
   

  	
    $              

  



 


Alliant  Techsystems
Inc., a corporation duly organized and validly existing under the laws of the
State of Delaware (herein called the “Company”, which
term includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received hereby promises to pay to CEDE & CO. or
its registered assigns, [the principal sum of
               
DOLLARS] [the principal sum of
                      
DOLLARS or such lesser amount as set forth on Schedule I hereto](1) on August
15, 2024 at the office or agency of the Company maintained for that purpose in
accordance with the terms of the Indenture, in such coin or currency of the
United States of America as at the time of payment shall be legal tender for
the payment of public and private debts, and to pay interest, semiannually on
February 15 and August 15 of each year, commencing February 15, 2005, on said
principal sum at said office or agency, in like coin or currency, at the rate
per annum of 3.00%, from the February 15 or August 15, as the case may be, next
preceding the date of this Note to which interest has been paid or duly
provided for, unless the date hereof is a date to which interest has been paid
or duly provided for, in which case from the date of this Note, or unless no
interest has been paid or duly provided for on the Notes, in which case from
August 13, 2004 until payment of said principal sum has been made or duly
provided for.  Notwithstanding the
foregoing, if the date hereof is after any February 1 or August 1, as the case
may be, and before the following February 15 or August 15, this Note shall bear
interest from such February 1 or August 1; provided that if the Company shall
default in the payment of interest due on such February 15 or August 15, then
this Note shall bear interest from the next preceding February 1 or August 1 to
which interest has been paid or duly provided for; and provided  further that if no interest has been paid or duly provided
for on this Note, then this Note shall bear interest from August 13, 2004.  Contingent Interest, if any, will accrue for
any applicable Interest Period and be payable to holders of this Note on the
applicable Interest Payment Date to the person in whose name this Note is
registered on the corresponding record date. 
Except as otherwise provided in the Indenture, the interest payable on
the Note pursuant to the Indenture on any February 15 or August 15 will be paid
to the Person entitled thereto as it appears in the Note Register at the close
of business on the Regular Record Date, which shall be the February 1 or August
1 (whether or not a Business Day) next preceding such February 15 or August 15,
as provided in the Indenture; provided that any such interest not punctually
paid or duly provided for shall be payable as provided in the Indenture.  The Company shall pay interest (i) on any Notes in certificated form by check mailed to the
address of the Person entitled thereto as it appears in the Note Register (or,
upon written notice from the registered holder hereof, by wire transfer in
immediately available funds, if such Person is entitled to interest on Notes
with an aggregate principal amount in excess of


 










(1)           For Global Notes
only.


 


A-3





















 


$2,000,000) or (ii) on any Global Note by wire transfer of immediately
available funds to the account of the Depositary or its nominee.


 


The Company
promises to pay interest on overdue principal and (to the extent that payment
of such interest is enforceable under applicable law) Interest at the rate of
3.00% per annum, compounded semi-annually.


 


Reference
is made to the further provisions of this Note set forth on the reverse hereof,
including, without limitation, provisions giving the holder of this Note the
right to convert this Note into Common Stock of the Company on the terms and
subject to the limitations referred to on the reverse hereof and as more fully
specified in the Indenture.  Under the
circumstances described in the Indenture, the Company may fulfill 100% of its
Conversion Obligation, or if the Indenture is amended pursuant to Section
15.02(g) thereof at least 100% of the principal amount of this Note, by
delivering cash in lieu of Common Stock. 
Such further provisions of the Indenture shall for all purposes have the
same effect as though fully set forth at this place.


 


This
Note shall be deemed to be a contract made under the laws of the State of New
York, and for all purposes shall be construed in accordance with and governed
by the laws of the State of New York.


 


This
Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.


 


A-4





















 


IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed.


 


	
   

  	
   

  	
  ALLIANT
  TECHSYSTEMS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Date of authentication]

  	
   

  	
   

  



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes described in the within-named
Indenture.


 


	
  BNY
  MIDWEST TRUST COMPANY,

  as Trustee

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  
	
   

  
	
  , or

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  As Authenticating
  Agent

  	
   

  
	
   

  	
  (if different
  from Trustee)

  	
   

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


A-5





















 


FORM OF REVERSE OF NOTE


 


ALLIANT TECHSYSTEMS INC.


 


3.00% CONVERTIBLE SENIOR SUBORDINATED NOTE
DUE 2024


 


This Note is one
of a duly authorized issue of Notes of the Company, designated as its 3.00%
Convertible Senior Subordinated Notes due 2024 (herein called the “Notes”), limited in aggregate principal amount to
$                           ,
issued and to be issued under and pursuant to an Indenture dated as of August
13, 2004 (herein called the “Indenture”),
among the Company, the Subsidiary Guarantors and BNY Midwest Trust Company, as
trustee (herein called the “Trustee”), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company, the Subsidiary
Guarantors and the holders of the Notes.


 


In case an Event
of Default shall have occurred and be continuing, the principal of and accrued
Interest on all Notes may be declared by either the Trustee or the holders of
not less than 25% in aggregate principal amount of the Notes then outstanding,
and upon said declaration shall become, due and payable, in the manner, with
the effect and subject to the conditions provided in the Indenture.


 


The Indenture
contains provisions permitting the Company and the Trustee, with the consent of
the holders of at least a majority in aggregate principal amount of the Notes
at the time outstanding, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the holders of the Notes; provided that no such supplemental
indenture shall (i) reduce the principal amount of or change the Stated
Maturity of any Note, (ii) reduce the rate or extend the time of payment of
Interest on this Note, (iii) reduce any amount payable on redemption or
repurchase of this Note (including upon the occurrence of a Fundamental Change)
or change the time at which or the circumstances under which this Note may or
shall be redeemed or repurchased (subject to the immediately succeeding
sentence), (iv) impair the right of any Noteholder to institute suit for the
payment on this Note, (v) make the principal or Interest of this Note payable
in any coin or currency other than that provided in this Note, (vi) impair the
right to convert this Note into Common Stock subject to the terms set forth in
the Indenture, (vii) reduce the number of shares of Common Stock or other
property receivable upon conversion, (viii) modify any of the provisions of
Section 11.02 or Section 7.05 of the Indenture, except to increase any such
percentage or to provide that certain other provisions of the Indenture cannot
be modified or waived without the consent of the holder of each Note so
affected, (ix) change any obligation of the Company to maintain an office or
agency in the places and for the purposes set forth in Section 5.02 of the
Indenture, (x) reduce the quorum or voting requirements set forth in Article 10
of the Indenture, (xi) make any change in Article 16 or Article 18 of the
Indenture that adversely affects the rights of any Noteholder under
Article 16 or Article 18 of the Indenture, (xii) modify the Subsidiary
Guarantees in any manner adverse to the Noteholders or (xiii) reduce the
aforesaid percentage of Notes, the holders of which are required to consent to
any such supplemental indenture, without the consent of the holders of all
Notes then outstanding.  Notwithstanding
the immediately preceding sentence, the


 


A-6





















 


Company
and the Trustee, with the consent of the holders of at least a majority in
aggregate principal amount of the Notes at the time outstanding, may waive or
modify Section 3.05 of the Indenture relative to the Company’s obligation to
make an offer to repurchase the Notes as a result of a Fundamental Change
(other than reducing the Fundamental Change Repurchase Price which can only be
modified with the consent of the holders of all Notes then outstanding).  Subject to the provisions of the Indenture,
the holders of a majority in aggregate principal amount of the Notes at the
time outstanding may on behalf of the holders of all of the Notes waive any
past default or Event of Default under the Indenture and its consequences
except (A) a default in the payment of Interest on or the principal of any of
the Notes, (B) a failure by the Company to convert any Notes into Common Stock
of the Company, (C) a default in the payment of the Redemption Price pursuant
to Article 3 of the Indenture, (D) a default in the payment of the Company
Repurchase Price or Fundamental Change Repurchase Price pursuant to Article 3
of the Indenture, or (E) a default in respect of a covenant or provisions of
the Indenture which under Article 11 of the Indenture cannot be modified or
amended without the consent of the holders of each or all Notes then
outstanding or affected thereby.  Any
such consent or waiver by the holder of this Note (unless revoked as provided
in the Indenture) shall be conclusive and binding upon such holder and upon all
future holders and owners of this Note and any Notes which may be issued in
exchange or substitution hereof, irrespective of whether or not any notation
thereof is made upon this Note or such other Notes.


 


No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and Interest on this Note at the place,
at the respective times, at the rate and in the coin or currency herein
prescribed.


 


Interest on the
Notes shall be computed on the basis of a 360-day year of twelve 30-day months.


 


The Notes are
issuable in fully registered form, without coupons, in denominations of $1,000
principal amount and any multiple of $1,000. 
At the office or agency of the Company referred to on the face hereof,
and in the manner and subject to the limitations provided in the Indenture,
without payment of any service charge but with payment of a sum sufficient to
cover any tax, assessment or other governmental charge that may be imposed in
connection with any registration or exchange of Notes, Notes may be exchanged
for a like aggregate principal amount of Notes of any other authorized
denominations.


 


At any time on or
after August 20, 2014 and prior to maturity, the Notes may be redeemed at the
option of the Company, in whole or in part, in cash upon mailing a notice of
such redemption not less than 30 days but not more than 60 days before the
Redemption Date to the holders of Notes at their last registered addresses, all
as provided in the Indenture, at a Redemption Price equal to 100% of the
principal amount of notes being redeemed plus accrued and unpaid Interest to,
but excluding, the Redemption Date; provided that if the Redemption Date is a
February 15 or August 15, then the Interest payable on such date shall be paid
to the holder of record on the preceding February 1 or August 1, respectively.


 


In no event will
any Note be redeemable at the option of the Company before August 20, 2014.


 


A-7





















 


The Company may
not give notice of any redemption of the Notes if a default in the payment of
Interest on the Notes has occurred and is continuing.


 


The Notes are not
subject to redemption through the operation of any sinking fund.


 


If a Fundamental
Change occurs at any time prior to maturity of the Notes, this Note will be
redeemable in cash on a Fundamental Change Repurchase Date, specified by the
Company, which shall be no earlier than 30 days nor later than 60 days after
the date of the Fundamental Change Offer, at the option of the holder of this
Note at a Fundamental Change Repurchase Price equal to 100% of the principal
amount thereof, together with accrued Interest to (but excluding) the
Fundamental Change Repurchase Date; provided that if such Fundamental Change
Repurchase Date falls after a record date and on or prior to the corresponding
Interest Payment Date, the Interest payable on such Interest Payment Date shall
be paid to the holder of record of this Note on the preceding February 1 or
August 1, respectively.  The Notes will
be redeemable in multiples of $1,000 principal amount.  In the event that at the time of such
Fundamental Change the terms of the Bank Indebtedness restrict or prohibit the
repurchase of Notes upon a Fundamental Change, then prior to the mailing of the
notice to holders provided for below but in any event within 45 days following
any Fundamental Change, the Company shall (i) repay in full all Bank
Indebtedness or, if doing so will allow the repurchase of Notes, offer to repay
in full all Bank Indebtedness and repay the Bank Indebtedness of each lender
who has accepted such offer or (ii) obtain the requisite consent under the
agreements governing the Bank Indebtedness to permit the repurchase of the
Notes as provided for in Section 3.05 of the Indenture.  The Company shall mail to all holders of
record of the Notes a notice of the occurrence of a Fundamental Change and of
the repurchase right arising as a result thereof on or before the 45th day
after the occurrence of such Fundamental Change.  For a Note to be so repurchased at the option
of the holder, the Company must receive at the office or agency of the Company
maintained for that purpose in accordance with the terms of the Indenture, such
Note with the form entitled “Form of Fundamental Change Repurchase Election” on
the reverse thereof duly completed, together with such Note, duly endorsed for
transfer, before the close of business on the Business Day immediately
preceding the Fundamental Change Repurchase Date.  Notwithstanding the foregoing provisions of
this paragraph, the Company shall not be required to make a Fundamental Change
Offer upon a Fundamental Change if a third party makes the Fundamental Change
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in Section 3.05(b) of the Indenture applicable to a
Fundamental Change Offer made by the Company and purchases all Notes validly
tendered and not withdrawn under such Fundamental Change Offer.


 


Subject to the
terms and conditions of the Indenture, the Company shall become obligated to
repurchase, at the option of the holder, all or any portion of the Notes held
by such holder on August 15, 2014 and August 15, 2019 in integral multiples of
$1,000 at a Company Repurchase Price of 100% of the principal amount, plus any
accrued and unpaid Interest on such Note to but excluding the Company
Repurchase Date.  To exercise such right,
a holder shall deliver to the Company such Note with the form entitled “Form of
Company Repurchase Election” on the reverse thereof duly completed, together
with the Note, duly endorsed for transfer, at any time from the opening of
business on the date that is 20 Business Days prior to such Company Repurchase
Date until the close of business on the Business Day immediately


 


A-8





















 


preceding
the Company Repurchase Date, and shall deliver the Notes to the Trustee (or
other Paying Agent appointed by the Company) as set forth in the Indenture.


 


The Company
Repurchase Price shall be paid in cash.


 


Holders have the
right to withdraw any Repurchase Election by delivering to the Trustee (or
other Paying Agent appointed by the Company) a written notice of withdrawal up
to the close of business on the Business Day immediately preceding the
Repurchase Date, all as provided in the Indenture.


 


If cash sufficient
to pay the Repurchase Price with respect to all Notes or portions thereof to be
repurchased as of any Repurchase Date is deposited with the Trustee (or other
Paying Agent appointed by the Company), then on the Business Day following such
Repurchase Date, Interest will cease to accrue on such Notes (or portions
thereof), and the holder thereof shall have no other rights as such other than
the right to receive the Repurchase Price upon surrender of such Note.


 


Subject to the
occurrence of certain events and in compliance with the provisions of the
Indenture, prior to the Stated Maturity of the Notes, the holder hereof has the
right, at its option, to convert each $1,000 principal amount of the Notes into
12.5392 shares of the Company’s Common Stock (a Conversion Price of $79.75 per
share), as such shares shall be constituted at the date of conversion and
subject to adjustment from time to time as provided in the Indenture, upon
surrender of this Note with the form entitled “Form of Conversion Notice” on
the reverse hereof duly completed, to the Company at the office or agency of
the Company maintained for that purpose in accordance with the terms of the
Indenture, or at the option of such holder, the Corporate Trust Office, and,
unless the shares issuable on conversion are to be issued in the same name as
this Note, duly endorsed by, or accompanied by instruments of transfer in form
satisfactory to the Company duly executed by, the holder or by his duly
authorized attorney.  The Company will notify
the holder thereof of any event triggering the right to convert the Notes as
specified above in accordance with the Indenture.


 


If the Company (i)
is a party to a consolidation, merger, statutory share exchange or combination,
(ii) reclassifies the Common Stock, or (iii) sells or conveys its properties
and assets substantially as an entirety to any Person, the right to convert a
Note into shares of Common Stock may be changed into a right to convert it into
securities, cash or other assets of the Company or such other Person, in each
case in accordance with the Indenture.


 


No adjustment in
respect of Interest on any Note converted or dividends on any shares issued
upon conversion of such Note will be made upon any conversion except as set
forth in the next sentence.  If this Note
(or portion hereof) is surrendered for conversion during the period from the
close of business on any record date for the payment of Interest to the close
of business on the Business Day preceding the following Interest Payment Date
and has not been called for redemption by the Company on a Redemption Date that
occurs during such period, this Note (or portion hereof being converted) must
be accompanied by payment, in immediately available funds or other funds
acceptable to the Company, of an amount equal to the Interest otherwise payable
on such Interest Payment Date on the principal amount being converted; provided
that no such payment shall be required (1) if the Company has specified a
Redemption Date or a


 


A-9





















 


Fundamental
Change Repurchase Date that is after a record date and prior to the next
Interest Payment Date or (2) to the extent of any overdue Interest, if any
overdue Interest exists at the time of conversion with respect to such Note.


 


No fractional
shares will be issued upon any conversion, but an adjustment and payment in
cash will be made, as provided in the Indenture, in respect of any fraction of
a share which would otherwise be issuable upon the surrender of any Note or
Notes for conversion.


 


A Note in respect
of which a holder is exercising its right to require repurchase upon a
Fundamental Change or repurchase on a Repurchase Date may be converted only if
such holder withdraws its election to exercise such right in accordance with
the terms of the Indenture.


 


Any Notes called
for redemption, unless surrendered for conversion by the holders thereof on or
before the close of business on the second Business Day preceding the
Redemption Date, may be deemed to be redeemed from the holders of such Notes
for an amount equal to the applicable Redemption Price, together with accrued
but unpaid Interest to, but excluding, the Redemption Date, by one or more
investment banks or other purchasers who may agree with the Company (i) to
purchase such Notes from the holders thereof and convert them into shares of
the Company’s Common Stock and (ii) to make payment for such Notes as aforesaid
to the Trustee in trust for the holders.


 


To the extent
provided in the Indenture, the Notes are subordinated to Senior Indebtedness, as
defined in the Indenture, and pari  passu with all other Senior
Subordinated Indebtedness, as defined in the Indenture, of the Company.  To the extent provided in the Indenture,
Senior Indebtedness must be paid before the Notes may be paid.  The Company agrees, and each Noteholder by
accepting a Note agrees, to the subordination provisions contained in the
Indenture and authorizes the Trustee to give it effect and appoints the Trustee
as attorney-in-fact for such purpose.


 


Upon due
presentment for registration of transfer of this Note at the office or agency
of the Company maintained for that purpose in accordance with the terms of the
Indenture, a new Note or Notes of authorized denominations for an equal
aggregate principal amount will be issued to the transferee in exchange
thereof, subject to the limitations provided in the Indenture, without charge
except for any tax, assessment or other governmental charge imposed in
connection therewith.


 


The Company, the
Trustee, any authenticating agent, any Paying Agent, any Conversion Agent and
any Note Registrar may deem and treat the registered holder hereof as the
absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon made by anyone
other than the Company or any Note Registrar) for the purpose of receiving
payment hereof, or on account hereof, for the conversion hereof and for all
other purposes, and neither the Company nor the Trustee nor any other
authenticating agent nor any Paying Agent nor other Conversion Agent nor any
Note Registrar shall be affected by any notice to the contrary.  All payments made to or upon the order of
such registered holder shall, to the extent of the sum or sums paid, satisfy
and discharge liability for monies payable on this Note.


 


A-10





















 


No recourse for
the payment of the principal of, premium, if any, or Interest on this Note, or
for any claim based hereon or otherwise in respect hereof, and no recourse
under or upon any obligation, covenant or agreement of the Company in the
Indenture or any supplemental indenture or in any Note, or because of the
creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, agent, officer or director or subsidiary,
as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by acceptance hereof and as part of the consideration for the
issue hereof, expressly waived and released.


 


The Company
agrees, and by acceptance of a Note, each beneficial holder of a Note will be
deemed to have agreed to treat the Notes as indebtedness of the Company for
U.S. federal income tax purposes that are subject to the regulations governing
contingent payment debt instruments and to be bound (in the absence of an
administrative determination or judicial ruling to the contrary) by the
Company’s determination of the comparable yield and projected payment schedule
within the meaning of the regulations governing contingent payment debt
instruments.  A holder of Notes may
obtain the issue price, issue date, yield to maturity, comparable yield and
projected payment schedule for the Notes, determined by the Company pursuant to
Treas.  Reg. Sec. 1.1275-4, by submitting
a written request for it to the Company at the following address:  Alliant Techsystems Inc., 5050 Lincoln Drive,
Edina, Minnesota 55436, Attention: Chief Financial Officer.


 


Terms used in this
Note and defined in the Indenture are used herein as therein defined.


 


A-11





















 


ABBREVIATIONS


 


The following
abbreviations, when used in the inscription of the face of this Note, shall be
construed as though they were written out in full according to applicable laws
or regulations.


 


	
  TEN COM -

  	
  as tenants in common

  	
  UNIF GIFT MIN ACT
  -       Custodian
        

  
	
  TEN ENT -

  	
  as tenant by the entireties

  	
  (Cust)        (Minor)

  
	
  JT TEN -

  	
  as joint tenants with right
  of survivorship

  	
  under Uniform Gifts to Minors
  Act

  
	
   

  	
  and not as tenants in common

  	
   

  	
   

  
	
   

  	
   

  	
  (State)

  	
   

  



 


Additional abbreviations may also be used though not in the above list.


 


A-12





















 


FORM OF


 


CONVERSION
NOTICE


 


	
  TO:

  	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  	
  BNY MIDWEST TRUST COMPANY

  



 


The undersigned
registered owner of this Note hereby irrevocably exercises the option to
convert this Note, or the portion thereof (which is $1,000 or a multiple
thereof) below designated, into shares of Common Stock of Alliant Techsystems
Inc. in accordance with the terms of the Indenture referred to in this Note, and
directs that the shares issuable and deliverable upon such conversion, together
with any check in payment for fractional shares and any Notes representing any
unconverted principal amount hereof, be issued and delivered to the registered
holder hereof unless a different name has been indicated below.  Capitalized terms used herein but not defined
shall have the meanings ascribed to such terms in the Indenture.  If shares or any portion of this Note not
converted are to be issued in the name of a person other than the undersigned,
the undersigned will provide the appropriate information below and pay all
transfer taxes payable with respect thereto. 
Any amount required to be paid by the undersigned on account of Interest,
if any, accompanies this Note.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature(s)

  



 


A-13





















 


	
   

  	
  Signature(s) must be
  guaranteed by an “eligible guarantor
  institution” meeting the requirements of the Note Registrar, which
  requirements include membership or participation in the Security Transfer
  Agent Medallion Program (“STAMP”) or
  such other “signature guarantee program” as
  may be determined by the Note Registrar in addition to, or in substitution
  for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
  amended.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature Guarantee

  



 


Fill in the
registration of shares of Common Stock if to be issued, and Notes if to be
delivered, other than to and in the name of the registered holder:


 


	
   

  	
   

  	
   

  
	
  (Name)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Street Address)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (City, State and Zip Code)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Please print name and address

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Principal amount to be converted

  	
   

  
	
  (if less than all):

  	
   

  
	
   

  	
   

  
	
  $

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Social Security or Other Taxpayer

  	
   

  
	
  Identification Number:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


A-14





















 


FORM OF

FUNDAMENTAL CHANGE REPURCHASE ELECTION


 


TO:         ALLIANT TECHSYSTEMS INC.


 


BNY MIDWEST TRUST
COMPANY


 


The undersigned
registered owner of this Note hereby irrevocably acknowledges receipt of a
notice from Alliant Techsystems Inc. (the “Company”) as to
the occurrence of a Fundamental Change with respect to the Company and requests
and instructs the Company to repurchase the entire principal amount of this
Note, or the portion thereof (which is $1,000 or a multiple thereof) below
designated, in accordance with the terms of the Indenture referred to in this
Note at the price of 100% of such entire principal amount or portion thereof,
together with accrued Interest to, but excluding, the Fundamental Change
Repurchase Date, to the registered holder hereof.  Capitalized terms used herein but not defined
shall have the meanings ascribed to such terms in the Indenture.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature(s)

  



 


A-15





















 


NOTICE:  The above signatures of
the holder(s) hereof must correspond with the name as written upon the face of
the Note in every particular without alteration or enlargement or any change
whatever.


 


Note Certificate Number (if applicable):


 


Principal amount to be repurchased (if less than all):


 


Social Security or Other Taxpayer Identification Number:


 


A-16





















 


FORM OF

COMPANY REPURCHASE ELECTION


 


	
  TO:

  	
  ALLIANT
  TECHSYSTEMS INC.

  



 


BNY MIDWEST TRUST
COMPANY


 


The undersigned registered owner of this Note hereby irrevocably
acknowledges receipt of a notice from Alliant Techsystems Inc. (the “Company”) regarding the right of holders to elect to require
the Company to repurchase the Notes and requests and instructs the Company to
repay the entire principal amount of this Note, or the portion thereof (which
is $1,000 or an integral multiple thereof) below designated, in accordance with
the terms of the Indenture at the price of 100% of such entire principal amount
or portion thereof, together with accrued Interest to, but excluding, the
Company Repurchase Date, to the registered holder hereof.  Capitalized terms used herein but not defined
shall have the meanings ascribed to such terms in the Indenture.  The Notes shall be repurchased by the Company
as of the Company Repurchase Date pursuant to the terms and conditions
specified in the Indenture.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature(s)

  



 


A-17





















 


NOTICE:  The above signatures of the holder(s) hereof
must correspond with the name as written upon the face of the Note in every
particular without alteration or enlargement or any change whatever.


 


Note Certificate
Number (if applicable):


 


Principal amount
to be repurchased (if less than all):


 


Social Security or
Other Taxpayer Identification Number:


 


A-18





















 


ASSIGNMENT


 


For value received
                            
hereby sell(s) assign(s) and transfer(s) unto                                   
(Please insert social security or other Taxpayer Identification Number of
assignee) the within Note, and hereby irrevocably constitutes and appoints
attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.


 


In connection with
any transfer of the Note prior to the expiration of the holding period
applicable to sales thereof under Rule 144(k) under the Securities Act (or any
successor provision) (other than any transfer pursuant to a registration
statement that has been declared effective under the Securities Act or is a
subsequent transfer of a Note so transferred), the undersigned confirms that
such Note is being transferred:


 


To Alliant Techsystems Inc. or a subsidiary thereof;
or


 


To a “qualified institutional
buyer” in compliance with Rule 144A under the Securities Act of
1933, as amended; or


 


Pursuant to and in compliance with Rule 144 under the
Securities Act of 1933, as amended; or


 


Pursuant to a Registration Statement which has been
declared effective under the Securities Act of 1933, as amended, and which
continues to be effective at the time of transfer;


 


and unless the
Note has been transferred to Alliant Techsystems Inc. or a subsidiary thereof,
the undersigned confirms that such Note is not being transferred to an
“affiliate” of the Company as defined in Rule 144 under the Securities Act of
1933, as amended.


 


Unless
one of the boxes is checked, the Trustee will refuse to register any of the
Notes evidenced by this certificate in the name of any person other than the
registered holder thereof.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature(s)

  



 


A-19





















 


	
   

  	
  Signature(s) must be
  guaranteed by an “eligible guarantor
  institution” meeting the requirements of the Note Registrar, which
  requirements include membership or participation in the Security Transfer
  Agent Medallion Program (“STAMP”) or
  such other “signature guarantee program” as
  may be determined by the Note Registrar in addition to, or in substitution
  for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
  amended.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature Guarantee

  



 


NOTICE:  The signature on the Conversion Notice, the
Fundamental Change Repurchase Election, the Company Repurchase Election or the
Assignment must correspond with the name as written upon the face of the Note
in every particular without alteration or enlargement or any change whatever.


 


A-20





















 


Schedule I


 


[Include Schedule I only for a Global Note]


 


ALLIANT TECHSYSTEMS INC.

3.00% Convertible Senior Subordinated Note due 2024


 


No. _____________


 


	
  Date

  	
   

  	
  Principal
  Amount

  	
   

  	
  Notation
  Explaining Principal Amount

  Recorded

  	
   

  	
  Authorized

  Signature of trustee

  or Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-21





















 


EXHIBIT B


 


[FORM OF SUBSIDIARY GUARANTEE]


 


SUBSIDIARY GUARANTEE


 


For value
received, the undersigned Subsidiary Guarantor (as defined in the Indenture
dated as of August 13, 2004 (the “Indenture”)
among Alliant Techsystems Inc. (the “Company”), the
Subsidiary Guarantors party thereto and BNY Midwest Trust Company, in
connection with the issuance of $
                           
aggregate principal amount of the Company’s 3.00% Convertible Senior
Subordinated Notes due 2024 (the “Notes”); the
term “Subsidiary Guarantor” as used herein
shall include any successor person thereto under the Indenture), upon the terms
and subject to the conditions set forth in the Indenture, hereby irrevocably
and unconditionally guarantees, as a primary obligor and not merely as a surety,
to each Noteholder and to the Trustee and its successors and assigns
(i) the full and punctual payment when due, whether at Stated Maturity, by
acceleration, by redemption, repurchase or otherwise, of all obligations of the
Company under the Indenture (including obligations to the Trustee) and the
Notes, whether for payment of principal of, Interest on, in respect of the
Notes and all other monetary obligations of the Company under the Indenture and
the Notes and (ii) the full and punctual performance within applicable
grace periods of all other obligations of the Company whether for fees,
expenses, indemnification or otherwise under the Indenture and the Notes (all
the foregoing being hereinafter collectively called the “Guaranteed
Obligations”) in accordance with the terms of the Indenture.  The undersigned Subsidiary Guarantor further
agrees that the Guaranteed Obligations may be extended or renewed, in whole or
in part, without notice or further assent from the undersigned Subsidiary
Guarantor, and that the undersigned Subsidiary Guarantor shall remain bound
under Article 17 of the Indenture and hereunder notwithstanding any extension
or renewal of any Guaranteed Obligation.


 


The obligations of
the undersigned Subsidiary Guarantor to the holders of the Notes and to the
Trustee pursuant to this Subsidiary Guarantee and in the Indenture are
expressly set forth in the Indenture and reference is hereby made to the
Indenture for the precise terms of the Subsidiary Guarantee and all of the
other provisions of the Indenture to which this Subsidiary Guarantee relates.


 


No stockholder,
officer, director, employee or incorporator, as such, past, present or future,
of the Subsidiary Guarantor shall have any liability under the Subsidiary
Guarantee by reason of his or its status as such stockholder, officer,
director, employee or incorporator.


 


The Subsidiary
Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Notes shall have been executed by the
Trustee under the Indenture by the manual signature of one of its authorized
signatories.


 


The undersigned
Subsidiary Guarantor agrees, and each Noteholder by accepting a Note agrees,
that the obligations of the undersigned Subsidiary Guarantor are subordinated
in right of payment, to the extent and in the manner provided in
Article 18 of the Indenture, to the prior payment in full of all Senior
Indebtedness of the undersigned Subsidiary Guarantor and that the subordination
is for the benefit of and enforceable by the holders of such Senior
Indebtedness of 


 


B-1





















 


the
undersigned Subsidiary Guarantor.  The
obligations under the Indenture and hereunder with respect to the undersigned
Subsidiary Guarantor shall in all respects rank pari  passu with
all other Senior Subordinated Indebtedness of the undersigned Subsidiary
Guarantor and shall rank senior to all existing and future Subordinated
Obligations of the undersigned Subsidiary Guarantor; and only Indebtedness of
the undersigned Subsidiary Guarantor that is Senior Indebtedness of the
undersigned Subsidiary Guarantor shall rank senior to the obligations of the
undersigned Subsidiary Guarantor under this Subsidiary Guarantee in accordance
with the provisions set forth in the Indenture. 
The undersigned Subsidiary Guarantor authorizes, and each Noteholder by
accepting this Subsidiary Guarantee authorizes, the Trustee to give effect to
the subordination provisions hereunder and contained in the Indenture and
appoints the Trustee as attorney-in-fact for such purpose.


 


Notwithstanding
any other provision of this Subsidiary Guarantee, the undersigned Subsidiary
Guarantor shall be released from this Subsidiary Guarantee if it ceases to be a
Subsidiary Guarantor in accordance with the provisions of Section 17.01 of the
Indenture.


 


All terms used in
this Subsidiary Guarantee shall have the meanings assigned to them in the
Indenture.


 


This Subsidiary
Guarantee shall not be valid or obligatory for any purpose until delivered to
the Trustee.


 


This Subsidiary
Guarantee shall be deemed to be a contract made under the laws of the State of
New York, and for all purposes shall be construed in accordance with and
governed by the laws of the State of New York.


 


B-2





















 


IN WITNESS
WHEREOF, the Subsidiary Guarantor has caused this Subsidiary Guarantee to be
duly executed.


 




	
   

  	
   

  	
  [
                   ]

  	
   

  
	
   

  	
   

  	
  As Subsidiary Guarantor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  [Officer]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					






 


B-3





















 


SCHEDULE I


 


 


Subsidiary Guarantors


 


1.               Alliant Holdings
LLC, a Delaware limited liability company


 


2.               ATK Thiokol Inc., a
Delaware corporation


 


3.               Thiokol
Technologies International, Inc., a Delaware corporation


 


4.               Alliant Southern
Composites Company LLC, a Delaware limited liability company


 


5.               Composite Optics,
Incorporated, a California corporation


 


6.               Alliant Ammunition
and Powder Company LLC, a Delaware limited liability company


 


7.               New River
Energetics, Inc., a Delaware corporation


 


8.               Alliant Ammunition
Systems Company LLC, a Delaware limited liability company


 


9.               Alliant Lake City
Small Caliber Ammunition Company LLC, a Delaware limited liability company


 


10.         ATK Commercial Ammunition
Company, a Delaware corporation


 


11.         ATK International Sales Inc.,
a Delaware corporation


 


12.         Federal Cartridge
Company, a Minnesota corporation


 


13.         Ammunition Accessories
Inc., a Delaware corporation


 


14.         ATK Missile Systems
Company LLC, a Delaware limited liability company


 


15.         ATK Elkton LLC, a
Delaware limited liability company


 


16.         GASL, Inc., New York
corporation


 


17.         Micro Craft Inc., a
Tennessee corporation


 


18.         Mission Research
Corporation, a California corporation


 


19.       ATK Ordnance and Ground
Systems LLC, a Delaware limited liability company


 


20.       ATK Tactical Systems Company
LLC, a Delaware limited liability company


 





















 


SCHEDULE
II


 


The following
table sets forth the Stock Prices and the number of Additional Shares to be
issuable per $1,000 principal amount of Notes:


 


Alliant Techsystems


Conversion Rate Adjustment Table


 


	
  Effective
  Date

  	
   

  	
  Stock Price

  	
   

  
	
   

  	
  $57.79

  	
   

  	
  $62.41

  	
   

  	
  $67.41

  	
   

  	
  $72.80

  	
   

  	
  $78.62

  	
   

  	
  $84.91

  	
   

  	
  $91.71

  	
   

  	
  $99.04

  	
   

  	
  $106.97

  	
   

  	
  $115.52

  	
   

  	
  $124.76

  	
   

  	
  $134.75

  	
   

  	
  $145.53

  	
   

  	
  $157.17

  	
   

  	
  $169.74

  	
   

  
	
  15-Aug-04

  	
   

  	
  4.8

  	
   

  	
  4.2

  	
   

  	
  3.7

  	
   

  	
  3.3

  	
   

  	
  2.7

  	
   

  	
  2.3

  	
   

  	
  2.2

  	
   

  	
  2.0

  	
   

  	
  1.8

  	
   

  	
  1.6

  	
   

  	
  1.4

  	
   

  	
  1.2

  	
   

  	
  1.1

  	
   

  	
  1.0

  	
   

  	
  0.9

  	
   

  
	
  15-Aug-05

  	
   

  	
  4.5

  	
   

  	
  3.9

  	
   

  	
  3.4

  	
   

  	
  3.0

  	
   

  	
  2.6

  	
   

  	
  2.3

  	
   

  	
  2.0

  	
   

  	
  1.8

  	
   

  	
  1.6

  	
   

  	
  1.4

  	
   

  	
  1.2

  	
   

  	
  1.1

  	
   

  	
  1.0

  	
   

  	
  0.9

  	
   

  	
  0.8

  	
   

  
	
  15-Aug-06

  	
   

  	
  4.3

  	
   

  	
  3.7

  	
   

  	
  3.2

  	
   

  	
  2.8

  	
   

  	
  2.4

  	
   

  	
  2.1

  	
   

  	
  1.9

  	
   

  	
  1.6

  	
   

  	
  1.4

  	
   

  	
  1.3

  	
   

  	
  1.1

  	
   

  	
  1.0

  	
   

  	
  0.9

  	
   

  	
  0.8

  	
   

  	
  0.7

  	
   

  
	
  15-Aug-07

  	
   

  	
  4.1

  	
   

  	
  3.5

  	
   

  	
  3.0

  	
   

  	
  2.6

  	
   

  	
  2.3

  	
   

  	
  2.0

  	
   

  	
  1.7

  	
   

  	
  1.5

  	
   

  	
  1.3

  	
   

  	
  1.1

  	
   

  	
  1.0

  	
   

  	
  0.9

  	
   

  	
  0.8

  	
   

  	
  0.7

  	
   

  	
  0.6

  	
   

  
	
  15-Aug-08

  	
   

  	
  4.0

  	
   

  	
  3.4

  	
   

  	
  2.9

  	
   

  	
  2.5

  	
   

  	
  1.9

  	
   

  	
  1.7

  	
   

  	
  1.5

  	
   

  	
  1.3

  	
   

  	
  1.2

  	
   

  	
  1.0

  	
   

  	
  0.9

  	
   

  	
  0.8

  	
   

  	
  0.7

  	
   

  	
  0.6

  	
   

  	
  0.5

  	
   

  
	
  15-Aug-09

  	
   

  	
  3.9

  	
   

  	
  3.3

  	
   

  	
  2.7

  	
   

  	
  2.3

  	
   

  	
  1.8

  	
   

  	
  1.5

  	
   

  	
  1.4

  	
   

  	
  1.2

  	
   

  	
  1.0

  	
   

  	
  0.9

  	
   

  	
  0.8

  	
   

  	
  0.7

  	
   

  	
  0.6

  	
   

  	
  0.5

  	
   

  	
  0.5

  	
   

  
	
  15-Aug-10

  	
   

  	
  3.9

  	
   

  	
  3.3

  	
   

  	
  2.7

  	
   

  	
  2.3

  	
   

  	
  1.8

  	
   

  	
  1.5

  	
   

  	
  1.4

  	
   

  	
  1.2

  	
   

  	
  1.0

  	
   

  	
  0.9

  	
   

  	
  0.8

  	
   

  	
  0.7

  	
   

  	
  0.6

  	
   

  	
  0.5

  	
   

  	
  0.5

  	
   

  
	
  15-Aug-11

  	
   

  	
  3.9

  	
   

  	
  3.3

  	
   

  	
  2.7

  	
   

  	
  2.3

  	
   

  	
  1.8

  	
   

  	
  1.5

  	
   

  	
  1.4

  	
   

  	
  1.2

  	
   

  	
  1.0

  	
   

  	
  0.9

  	
   

  	
  0.8

  	
   

  	
  0.7

  	
   

  	
  0.6

  	
   

  	
  0.5

  	
   

  	
  0.5

  	
   

  
	
  15-Aug-12

  	
   

  	
  3.9

  	
   

  	
  3.3

  	
   

  	
  2.7

  	
   

  	
  2.3

  	
   

  	
  1.8

  	
   

  	
  1.5

  	
   

  	
  1.4

  	
   

  	
  1.2

  	
   

  	
  1.0

  	
   

  	
  0.9

  	
   

  	
  0.8

  	
   

  	
  0.7

  	
   

  	
  0.6

  	
   

  	
  0.5

  	
   

  	
  0.5

  	
   

  
	
  15-Aug-13

  	
   

  	
  3.9

  	
   

  	
  3.3

  	
   

  	
  2.7

  	
   

  	
  2.3

  	
   

  	
  1.8

  	
   

  	
  1.5

  	
   

  	
  1.4

  	
   

  	
  1.2

  	
   

  	
  1.0

  	
   

  	
  0.9

  	
   

  	
  0.8

  	
   

  	
  0.7

  	
   

  	
  0.6

  	
   

  	
  0.5

  	
   

  	
  0.5

  	
   

  
	
  15-Aug-14

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  



 


C-2