Exhibit
4.2


 


FIRST SUPPLEMENTAL
INDENTURE


 


Dated as of
October 26, 2004


 


to


 


INDENTURE,


 


Dated as of August
13, 2004


 


among


 


ALLIANT
TECHSYSTEMS INC.,


 


as Issuer,


 


SUBSIDIARY
GUARANTORS party thereto,


 


and


 


BNY MIDWEST TRUST
COMPANY,


 


as Trustee


 





















 


FIRST SUPPLEMENTAL
INDENTURE, dated as of October 26, 2004 (this “First Supplemental Indenture”),
to that certain Indenture, dated as of August 13, 2004 (the “Indenture”),
among ALLIANT TECHSYSTEMS INC., a Delaware corporation (the “Company”),
BNY MID WEST TRUST COMPANY, an Illinois banking corporation, as trustee under
the Indenture (the “Trustee”), and acknowledged by AEC- ABLE ENGINEERING
COMPANY, INC., a California corporation, ATK COMMERCIAL AMMUNITION COMPANY
INC., a Delaware corporation, ATK ELKTON, LLC, a Delaware limited liability
company, ATK INTERNATIONAL SALES INC., a Delaware corporation, ATK MISSILE
SYSTEMS COMPANY LLC, a Delaware limited liability company, ATK ORDNANCE GROUND
SYSTEMS LLC, a Delaware limited liability company, ATK TACTICAL SYSTEMS COMPANY
LLC, a Delaware limited liability company, ATK THIOKOL, a Delaware corporation,
ALLIANT AMMUNITION SYSTEMS COMPANY LLC, a Delaware limited liability company,
ALLIANT AMMUNITION AND POWDER COMPANY LLC, a Delaware limited liability
company, ALLIANT HOLDINGS LLC, a Delaware limited liability company, ALLIANT
LAKE CITY SMALL CALIBER AMMUNITION COMPANY LLC, a Delaware limited liability
company, ALLIANT SOUTHERN COMPOSITES COMPANY LLC, a Delaware limited liability
company, AMMUNITION ACCESSORIES INC., a Delaware corporation, COMPOSITE OPTICS,
INCORPORATED, a California corporation, FEDERAL CARTRIDGE COMPANY, a Minnesota
corporation, GASL, INC., a New York corporation, MICRO CRAFT INC., a Tennessee
corporation, MISSION RESEARCH CORPORATION, a California corporation, NEW RIVER
ENERGETICS, INC., a Delaware corporation, PRESSURE SYSTEMS, INC., a Delaware
corporation, PROGRAMMED COMPOSITES INC., a Delaware corporation, THIOKOL
TECHNOLOGIES INTERNATIONAL, INC., a Delaware corporation (each a “Subsidiary
Guarantor” and collectively, the “Subsidiary Guarantors”).  All terms used herein and not otherwise
defined herein shall have the same respective meanings as in the Indenture.


 


R E C I T A L S:


 


A.            The
Company has issued and outstanding, pursuant to the Indenture, $200 million
aggregate principal amount of 3.00% Convertible Senior Subordinated Notes due
August 15, 2024 (the “Notes”);


 


B.            Section
15.02(g) of the Indenture provides that the Company may satisfy its Conversion
Obligations either solely in cash or solely in shares of Company Common Stock,
and that the Company may at any time prior to the Stated Maturity, elect to
amend the Indenture to require the Company to satisfy 100% of the Conversion
Obligations with respect to the principal amount of the Notes converted after
the date of such election solely in cash, with any remaining amount of the
Conversion Obligations 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
option pursuant to 15.02(g) of the Indenture, referred to hereinafter as, the “Payment
Option”);


 


C.            The
Company desires and has requested the Trustee to join with the Company in the
execution and delivery of this First Supplemental Indenture for the purpose of
amending the Indenture to require itself to satisfy 100% of the Conversion
Obligations with respect to the principal amount of the Notes converted after
the date hereof, solely in cash, with any remaining 


 





















 


amount of the Conversion
Obligations to be satisfied, at the Company’s sole option, in cash, shares of
Common Stock or a combination of cash and Common Stock;


 


D.            Sections
11.01(a) and 15.02(g) of the Indenture provide that a supplemental indenture
may be entered into by the Company and the Trustee to exercise the Company’s
right to elect the Payment Option, without the consent of Noteholders, when
authorized by resolutions of the Board of Directors; and


 


E.             All
things necessary to make this First Supplemental Indenture a valid and binding
agreement of the Company, the Subsidiary Guarantors and the Trustee and a valid
and binding amendment to the Indenture have been done.


 


NOW, THEREFORE, the
Company and the Trustee hereby agree as follows:


 


Section 1.               Amendment.  (a) Section 15.02(g) of Article 15 of the
Indenture is amended and restated in its entirety by replacing it with the
following language:


 


“(g)         Upon
surrender of Notes for conversion, the Company shall satisfy its obligations to
convert the Notes (the “Conversion Obligation”).  The Company has elected to satisfy 100% of
the principal amount of the Notes converted after the date hereof (the “Election Date”), solely in
cash, with any remaining amount of the Conversion Obligations to be satisfied,
at the Company’s sole option, in cash, shares of Common Stock or a combination
of cash and Common Stock.  This election
is made in the Company’s sole discretion pursuant to Section 11.01(a) of the
Indenture, with notice to the Trustee and the Noteholders.  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”).”


 


(b)           All
other provisions of the Indenture shall be read to give effect to the election
in clause (a) of this Section above.


 


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


 


Section 3.               GOVERNING
LAW, ETC.  THIS FIRST
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


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Section 4.               Trustee
Makes No Representation.  The
statements herein are deemed to be those of the Company.  The Trustee makes no representation as to the
validity or sufficiency of this First Supplemental Indenture.


 


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


 


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


 


 


[Remainder of page
left intentionally blank.]


 


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


 


	
   

  	
   

  	
  ALLIANT TECHSYSTEMS
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Eric S. Rangen

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BNY MIDWEST TRUST
  COMPANY,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Daniel G. Donovan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
							



 


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ACKNOWLEDGED:


 


 


	
  AEC - ABLE ENGINEERING COMPANY, INC.

  
	
  ALLIANT AMMUNITION AND POWDER COMPANY LLC

  
	
  ALLIANT AMMUNITION SYSTEMS COMPANY LLC

  
	
  ALLIANT HOLDINGS LLC

  
	
  ALLIANT LAKE CITY SMALL CALIBER AMMUNITION
  COMPANY LLC

  
	
  ALLIANT SOUTHERN COMPOSITES COMPANY LLC

  
	
  AMMUNITION ACCESSORIES INC.

  
	
  ATK COMMERCIAL AMMUNITION COMPANY

  
	
  ATK ELKTON LLC

  
	
  ATK INTERNATIONAL SALES INC.

  
	
  ATK MISSILE SYSTEMS COMPANY LLC

  
	
  ATK ORDNANCE AND GROUND SYSTEMS LLC

  
	
  ATK THIOKOL INC.

  
	
  ATK TACTICAL SYSTEMS COMPANY LLC

  
	
  COMPOSITE OPTICS, INCORPORATED

  
	
  FEDERAL CARTRIDGE COMPANY

  
	
  GASL, INC.

  
	
  MICRO CRAFT INC.

  
	
  MISSION RESEARCH CORPORATION

  
	
  NEW RIVER ENERGETICS, INC.

  
	
  PRESSURE SYSTEMS, INC.

  
	
  PROGRAMMED COMPOSITES INC.

  
	
  THIOKOL TECHNOLOGIES INTERNATIONAL INC.

  



 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Eric S. Rangen

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
				



 


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