Exhibit 4.7


 


EXECUTION COPY


 


 


BANC
OF AMERICA SECURITIES LLC


 


 


$200,000,000
AGGREGATE PRINCIPAL AMOUNT


 


Alliant Techsystems
Inc.


 


3.00% CONVERTIBLE
SENIOR SUBORDINATED NOTES


 


DUE 2024


 


Registration Rights
Agreement


 


dated August 13, 2004


 






















 


REGISTRATION RIGHTS AGREEMENT, dated as of August 13, 2004, among
Alliant Techsystems Inc., a Delaware corporation (together with any successor
entity, herein referred to as the “Company”), the Company’s subsidiaries
signatory hereto (together with any successor entity, herein referred to as the
“Subsidiary
Guarantors”) and Banc of America Securities LLC, in its capacity as
initial purchaser (the “Initial Purchaser”) under the Purchase
Agreement (as defined below).


 


Pursuant to the Purchase Agreement, dated August 9, 2004 (the “Purchase
Agreement”), among the Company, the Subsidiary Guarantors and the
Initial Purchaser, the Initial Purchaser has agreed to purchase from the
Company $200,000,000 in aggregate principal amount of the Company’s 3.00%
Convertible Senior Subordinated Notes due 2024 (the “Notes”) to be jointly and
severally guaranteed on an unsecured, senior subordinated basis by the
Subsidiary Guarantors.  The Notes will
be convertible, on the terms, and subject to the conditions, set forth in the
Indenture (as defined herein), into fully paid, nonassessable shares of common
stock, par value $0.01 per share, of the Company together with the rights
evidenced by such Common Stock to the extent provided in the Rights Agreement
dated as of May 7, 2002 between the Company and LaSalle Bank National
Association, as rights agent (collectively, the “Common Stock”).  To induce the Initial Purchaser to purchase
the Notes, the Company and the Subsidiary Guarantors have agreed to provide the
registration rights set forth in this Agreement pursuant to Section 5(h) of the
Purchase Agreement.


 


The parties hereby agree as follows:


 


1.             Definitions.
Capitalized terms used in this Agreement without definition shall
have their respective meanings set forth in the Purchase Agreement.  As used in this Agreement, the
following capitalized terms shall have the following meanings:


 


“Additional
Amounts”:  As defined in
Section 3(a) hereof.


 


“Additional
Amounts Payment Date”:  Each
February 15 and August 15.


 


“Affiliate”
of any specified person means any other person which, directly or indirectly,
is in control of, is controlled by, or is under common control with, such
specified person.  For purposes of this
definition, control of a person means the power, direct or indirect, to direct
or cause the direction of the management and policies of such person whether by
contract or otherwise; and the terms “controlling” and “controlled” have
meanings correlative to the foregoing.


 


1






















 


 “Agreement”:  This Resale Registration Rights Agreement.


 


“Amendment
Effectiveness Deadline Date” has the meaning set forth in Section
2(e) hereof.


 


“Blue
Sky Application”:  As defined
in Section 6(a)(i) hereof.


 


“Business
Day”:  The definition of
“Business Day” in the Indenture.


 


“Commission”:  Securities and Exchange Commission.


 


“Common
Stock”:  As defined in the
preamble hereto.


 


“Company”:  As defined in the preamble hereto.


 


“Effectiveness
Period”:  As defined in
Section 2(a)(iii) hereof.


 


“Effectiveness
Target Date”:  As defined in
Section 2(a)(ii) hereof.


 


“Exchange
Act”:  Securities Exchange
Act of 1934, as amended.


 


“Holder”:  A Person who owns, beneficially or
otherwise, Transfer Restricted Securities.


 


“Indemnified
Holder”:  As defined in
Section 6(a) hereof.


 


“Indenture”:  The Indenture, dated as of August 13, 2004
among the Company, the Subsidiary Guarantors and BNY Midwest Trust Company, as
trustee (the “Trustee”), pursuant to which the Notes are to be issued, as
such Indenture is amended, modified or supplemented from time to time in
accordance with the terms thereof.


 


“Initial
Purchaser”:  As defined in
the preamble hereto.


 


“Majority
of Holders”:  Holders holding
over 50% of the aggregate principal amount of Notes outstanding; provided that,
for the purpose of this definition, a holder of shares of Common Stock which
constitute Transfer Restricted Securities and issued upon conversion,
redemption or repurchase of the Notes shall be deemed to hold an aggregate
principal amount of Notes (in addition to the principal amount of Notes held by
such holder) equal to the quotient of (x) the number of such shares of Common
Stock held by such holder and (y) the conversion rate in effect at the time of
such conversion, redemption or repurchase as determined in accordance with the
Indenture.


 


“NASD”:  National Association of Securities Dealers,
Inc.


 


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“Notes”:  As defined in the preamble hereto.


 


“Notice
and Questionnaire”: A written notice executed by the respective
Holder and delivered to the Company containing substantially the information
called for by the Selling Securityholder Notice and Questionnaire attached as Annex
A to the Offering Memorandum of the Company issued August 9, 2004 relating
to the Notes.


 


“Notice
Holder”: On any date, a Holder that has delivered a Notice and
Questionnaire to the Company on or prior to such date.


 


“Person”:  An individual, partnership, corporation,
company, unincorporated organization, trust, joint venture or a government or
agency or political subdivision thereof.


 


“Purchase
Agreement”:  As defined in
the preamble hereto.


 


“Prospectus”:  The prospectus included in a Shelf
Registration Statement, as amended or supplemented by any prospectus supplement
and by all other amendments thereto, including post-effective amendments, and
all documents incorporated by reference into such prospectus.


 


“Record
Holder”:  With respect to any
Additional Amounts Payment Date, each Person who is a Holder on the 15th
day preceding the relevant Additional Amounts Payment Date.  In the case of a Holder of shares of Common
Stock issued upon conversion of the Notes, “Record Holder” shall mean each
Person who is a Holder of shares of Common Stock which constitute Transfer
Restricted Securities on the 15th day preceding the relevant
Additional Amounts Payment Date.


 


“Registration
Default”:  As defined in
Section 3(a) hereof.


 


“Securities
Act”:  Securities Act of
1933, as amended.


 


“Shelf
Filing Deadline”: As defined in Section 2(a)(i) hereof.


 


“Shelf
Registration Statement”:  As
defined in Section 2(a)(i) hereof.


 


 “Subsequent Shelf Registration Statement”
has the meaning set forth in Section 2(c) hereof.


 


“Subsidiary
Guarantees”: The unsecured, senior subordinated guarantees of the
Notes by the Subsidiary Guarantors.


 


“Subsidiary
Guarantors”: As defined in the preamble hereto.


 


3






















 


“Suspension
Notice”:  As defined in
Section 4(c) hereof.


 


“Suspension
Period”:  As defined in
Section 4(b)(i) hereof.


 


“TIA”:  Trust Indenture Act of 1939, as amended, and
the rules and regulations of the Commission thereunder, in each case, as in
effect on the date the Indenture is qualified under the TIA.


 


“Transfer
Restricted Securities”:  Each
Note (and the Subsidiary Guarantees thereof) and each share of Common Stock
issued upon conversion of Notes until the earlier of:


 


(i)            the date on which the offer and sale
of such Note or such share of Common Stock issued upon conversion has been
effectively registered under the Securities Act and such Note or such share of
Common Stock have been disposed of in accordance with the Shelf Registration
Statement;


 


(ii)           the date on which such Note or such
share of Common Stock issued upon conversion is transferred in compliance with
Rule 144 under the Securities Act or may be sold or transferred by a person who
is not an affiliate of the Company pursuant to Rule 144 under the Securities
Act (or any other similar provision then in force) without any volume or manner
of sale restrictions thereunder; or


 


(iii)          the date on which such Note or such
share of Common Stock issued upon conversion ceases to be outstanding (whether
as a result of redemption, repurchase and cancellation, conversion or
otherwise).


 


“Underwritten
Registration”:  A
registration in which Notes of the Company are sold to an underwriter for
reoffering to the public.


 


Unless the context otherwise requires, the singular includes the
plural, and words in the plural include the singular.


 


2.             Shelf
Registration.


 


(a)           The Company and the Subsidiary Guarantors shall:


 


(i)            not later than 90 days after the
date hereof (the “Shelf Filing Deadline”), cause to be filed
a registration statement pursuant to Rule 415 under the Securities Act (the “Shelf


 


4






















 


Registration Statement”),
which Shelf Registration Statement shall provide for resales of all Transfer
Restricted Securities held by Holders that have provided the information
required pursuant to the terms of Section 2(b) hereof;


 


(ii)           use reasonable efforts to cause the
Shelf Registration Statement to be declared effective by the Commission not
later than 180 days after the date hereof (the “Effectiveness Target Date”);
and


 


(iii)          use reasonable efforts to keep the
Shelf Registration Statement continuously effective, supplemented and amended
as required by the provisions of Section 4(b) hereof to the extent necessary to
ensure that (A) it is available for resales by the Holders of Transfer
Restricted Securities entitled, subject to Section 2(b), to the benefit of this
Agreement and (B) conforms with the requirements of this Agreement and the
Securities Act and the rules and regulations of the Commission promulgated
thereunder as announced from time to time, for a period (the “Effectiveness
Period”) until the earliest of:


 


(1)           two years following the last date of
original issuance of any of the Notes;


 


(2)           the date when the Holders of Transfer
Restricted Securities are able to sell all such Transfer Restricted Securities
immediately without restriction pursuant to the volume limitation provisions of
Rule 144 under the Securities Act; or


 


(3)           the date when all of the Transfer
Restricted Securities have been sold either pursuant to the Shelf Registration
Statement or pursuant to Rule 144 under the Securities Act or any similar
provision then in force.


 


(b)           At the time the Shelf Registration Statement is declared
effective, each Holder that became a Notice Holder on or prior to the date
fifteen (15) Business Days prior to such time of effectiveness shall be named
as a selling securityholder in the Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus
to purchasers of Transfer Restricted Securities in accordance with applicable
law.  None of the Company’s or any of
the Subsidiary Guarantors’ securityholders (other than the Holders of Transfer
Restricted Securities) shall have the right to include any of the Company’s


 


5






















 


or any of the Subsidiary Guarantors’
securities in the Shelf Registration Statement.


 


(c)           If the Shelf Registration Statement or any Subsequent
Shelf Registration Statement ceases to be effective for any reason at any time
during the Effectiveness Period (other than because all Transfer Restricted
Securities registered thereunder shall have been resold pursuant thereto or
shall have otherwise ceased to be Transfer Restricted Securities), the Company
and the Subsidiary Guarantors shall use reasonable efforts to obtain the prompt
withdrawal of any order suspending the effectiveness thereof, and in any event
shall within ten (10) Business Days of such cessation of effectiveness amend
the Shelf Registration Statement in a manner reasonably expected to obtain the
withdrawal of the order suspending the effectiveness thereof, or file an
additional Shelf Registration Statement covering all of the securities that as
of the date of such filing are Transfer Restricted Securities ( a “Subsequent
Shelf Registration Statement”). 
If a Subsequent Shelf Registration Statement is filed, the Company and
the Subsidiary Guarantors shall use reasonable efforts to cause the Subsequent
Shelf Registration Statement to become effective as promptly as is practicable
after such filing and to keep such Registration Statement (or subsequent Shelf
Registration Statement) continuously effective until the end of the
Effectiveness Period.


 


(d)           The Company and the Subsidiary Guarantors shall supplement
and amend the Shelf Registration Statement if required by the rules, regulations
or instructions applicable to the registration form used by the Company and the
Subsidiary Guarantors for such Shelf Registration Statement, if required by the
Securities Act or as reasonably requested by the Initial Purchaser or by the
Trustee on behalf of the Holders of the Transfer Restricted Securities covered
by such Shelf Registration Statement.


 


(e)           Each Holder agrees that if such Holder wishes to sell
Transfer Restricted Securities pursuant to a Shelf Registration Statement and
related Prospectus, it will do so only in accordance with this Section 2(e) and
Section 4(b).  Each Holder wishing to
sell Transfer Restricted Securities pursuant to a Shelf Registration Statement
and related Prospectus agrees to deliver a Notice and Questionnaire to the
Company at least three (3) Business Days prior to any intended distribution of
Transfer Restricted Securities under the Shelf Registration Statement.  From and after the date the Shelf
Registration Statement is declared effective the Company and the Subsidiary
Guarantors shall, as promptly as practicable after the date a Notice and
Questionnaire is delivered, and in any event


 


6






















 


upon the later of (x) fifteen (15) Business
Days after such date (but no earlier than fifteen (15) Business Days after
effectiveness) or (y) fifteen (15) Business Days after the expiration of any
Suspension Period in effect when the Notice and Questionnaire is delivered or
put into effect within fifteen (15) 
Business Days of such delivery date or, if the Company and the
Subsidiary Guarantors are required to file with the Commission a new Shelf
Registration Statement, within thirty (30) calendar days after the date a
Notice and Questionnaire is delivered:


 


(i)            if required by applicable law, file
with the Commission a post-effective amendment to the Shelf Registration
Statement or an additional Shelf Registration Statement or prepare and, if
required by applicable law, file a supplement to the related Prospectus or a
supplement or amendment to any document incorporated therein by reference or
file any other required document so that the Holder delivering such Notice and
Questionnaire is named as a selling securityholder in the Shelf Registration
Statement and the related Prospectus in such a manner as to permit such Holder
to deliver such Prospectus to purchasers of the Transfer Restricted Securities
in accordance with applicable law and, if the Company and the Subsidiary
Guarantors shall file a post-effective amendment to the Shelf Registration
Statement or such additional Shelf Registration Statement, as the case may be,
use reasonable efforts to cause such post-effective amendment or such
additional Shelf Registration Statement, as the case may be, to be declared
effective under the Securities Act as promptly as is practicable, but in any
event by the date (the “Amendment Effectiveness Deadline Date”)
that is sixty (60) days after the date such post effective amendment or such
additional Shelf Registration Statement is required by this clause to be filed;


 


(ii)           upon its request, provide such Holder
copies of any documents filed pursuant to Section 2(e)(i); and


 


(iii)          notify such Holder as promptly as
practicable after the effectiveness under the Securities Act of any
post-effective amendment filed pursuant to Section 2(e)(i);


 


provided that if such Notice and Questionnaire
is delivered during a Suspension Period, the Company shall so inform the Holder
delivering such Notice and Questionnaire and shall take the actions set forth
in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period
in accordance with Section 4(b). 
Notwithstanding anything contained herein to the contrary, (i) neither
the Company nor any of the Subsidiary Guarantors shall be under any obligation
to


 


7






















 


name any Holder that is not a Notice Holder
as a selling securityholder in any Registration Statement or related Prospectus
and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to
fifteen (15) Business Days from the expiration of a Suspension Period (and
neither the Company nor any of the Subsidiary Guarantors shall incur any
obligation to pay Additional Amounts during such extension) if such Suspension
Period shall be in effect on the Amendment Effectiveness Deadline Date.


 


3.             Additional
Amounts.


 


(a)           If:


 


(i)            the Shelf Registration Statement is
not filed with the Commission prior to or on the Shelf Filing Deadline;


 


(ii)           the Shelf Registration Statement has
not been declared effective by the Commission prior to or on the Effectiveness
Target Date;


 


(iii)          the Company or any of the Subsidiary
Guarantors has failed to perform its obligations set forth in Section 2(e)
within the time period required therein;


 


(iv)          any post-effective amendment to a
Shelf Registration Statement or additional Shelf Registration Statement filed
pursuant to Section 2(e)(i) has not become effective under the Securities Act
on or prior to the Amendment Effectiveness Deadline Date;


 


(v)           except as provided in Section 4(b)(i)
hereof, the Shelf Registration Statement is filed and declared effective but,
during the Effectiveness Period, shall thereafter cease to be effective or fail
to be usable for its intended purpose without being succeeded within ten (10)
Business Days by a post-effective amendment to the Shelf Registration
Statement, a supplement to the Prospectus or a report filed with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures
such failure and, in the case of a post-effective amendment, is itself
immediately declared effective; or


 


(vi)          (A) 
prior to or on the 45th day, as the case may be, of any Suspension
Period, such suspension has not been terminated or (B) Suspension Periods
exceed an aggregate of 120 days in any 360 day period,


 


8






















 


(each such event referred to in foregoing
clauses (i) through (vi), a “Registration Default”), the Company and the
Subsidiary Guarantors hereby, jointly and severally, agree to pay interest (“Additional
Amounts”) with respect to the Transfer Restricted Securities as
provided herein from and including the day following the Registration Default
to but excluding the earlier of (1) the day on which the Registration Default
has been cured and (2) the date the Shelf Registration Statement is no longer
required to be kept effective as set out below:


 


(A)            in respect of the Notes, the Company
and each of the Subsidiary Guarantors jointly and severally agree to pay
interest to each holder of Notes, accruing at a rate (x) with respect to the
first 90-day period during which a Registration Default shall have occurred and
be continuing, equal to 0.25% per annum of the aggregate principal amount of
the Notes, and (y) with respect to the period commencing on the 91st day
following the day the Registration Default shall have occurred and be
continuing, equal to 0.50% per annum of the aggregate principal amount of the
Notes; provided
that in no event shall Additional Amounts accrue at a rate per year exceeding
0.50% of the aggregate principal amount of the Notes; and


 


(B)            in respect of Notes submitted for
conversion into Common Stock during a Registration Default only, the Company
and each of the Subsidiary Guarantors jointly and severally agree to pay
accrued and unpaid Additional Amounts to the holders of such Notes calculated
in accordance with paragraph (A) up to and including the Conversion Date (as
defined in the Indenture) and to issue, or cause to be issued, additional
shares to each Holder that has submitted for conversion some or all of its
Notes into Common Stock equal to 3% of the applicable Conversion Rate (as
defined in the Indenture) for each $1,000 principal amount of Notes (except to
the extent the Company elects to deliver cash upon conversion in accordance
with the terms of the Indenture); and


 


(C)            in respect of Common Stock, each
Holder of such Common Stock will not be entitled to any Additional Amounts.


 


Notwithstanding
the provisions in this Section 3(a), if any Additional Amounts are payable as a
result of the Company’s and the Subsidiary Guarantors’ failure to add the name
of a Holder as an


 


9






















 


additional selling securityholder in the Shelf Registration Statement
and the related Prospectus in such a manner as to permit such Holder to deliver
such Prospectus to purchasers of the Transfer Restricted Securities in
accordance with applicable law and if such failure shall have not resulted in a
Registration Default with respect to the other Holders, only such Holder shall
be entitled to receive such Additional Amounts.


 


(b)        All Additional Amounts accrued in accordance with paragraph
(A) above shall be paid in arrears to Record Holders by the Company and the
Subsidiary Guarantors on each Additional Amounts Payment Date.  All Additional Amounts and additional shares
of Common Stock payable in accordance with paragraph (B) above shall be paid
and delivered on the settlement date relating to the applicable Conversion
Date.  Upon the cure of all Registration
Defaults relating to any particular Note or share of Common Stock, the accrual
of Additional Amounts with respect to such Note or share of Common Stock will
cease.


 


All obligations of the Company and the Subsidiary Guarantors set forth
in this Section 3 that are outstanding with respect to any Transfer Restricted
Security at the time such security ceases to be a Transfer Restricted Security
shall survive until such time as all such obligations with respect to such
Transfer Restricted Security shall have been satisfied in full.


 


The Additional Amounts set forth above shall be the exclusive monetary
remedy available to the Holders of Transfer Restricted Securities for each
Registration Default.


 


4.             Registration
Procedures.


 


(a)           In connection with the Shelf Registration Statement, the
Company and the Subsidiary Guarantors shall comply with all the provisions of
Section 4(b) hereof and shall use reasonable efforts to effect such
registration to permit the sale of the Transfer Restricted Securities, and
pursuant thereto, shall as expeditiously as possible but no later than the
Shelf Filing Deadline prepare and file with the Commission a Shelf Registration
Statement relating to the registration on any appropriate form under the
Securities Act.


 


(b)           In connection with the Shelf Registration Statement and
any Prospectus required by this Agreement to permit the sale or resale of
Transfer Restricted Securities, the Company and the Subsidiary Guarantors
shall:


 


10






















 


(i)            Subject to any notice by the Company
or any of the Subsidiary Guarantors in accordance with this Section 4(b) of the
existence of any fact or event of the kind described in Section 4(b)(iii)(D),
use reasonable efforts to keep the Shelf Registration Statement continuously
effective during the Effectiveness Period; upon the occurrence of any event
that would cause the Shelf Registration Statement or the Prospectus contained
therein (A) to contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading or (B) not to be effective and usable for
resale of Transfer Restricted Securities during the Effectiveness Period, the
Company and the Subsidiary Guarantors shall file promptly an appropriate
amendment to the Shelf Registration Statement, a supplement to the Prospectus
or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, in the case of clause (A), correcting any such
misstatement or omission, and, in the case of either clause (A) or (B), use
reasonable efforts to cause such amendment to be declared effective and the
Shelf Registration Statement and the related Prospectus to become usable for
their intended purposes as soon as practicable thereafter.  Notwithstanding the foregoing, the Company
may suspend the effectiveness of the Shelf Registration Statement by written
notice to the Holders for a period not to exceed an aggregate of 45 days in any
90-day period (each such period, a “Suspension Period”) if:


 


(x)   an event occurs and is
continuing as a result of which the Shelf Registration Statement, the
Prospectus, any amendment or supplement thereto, or any document incorporated
by reference therein would, in the Company’s judgment, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; and


 


(y)   the Company determines in
good faith that the disclosure of such event at such time would be seriously
detrimental to the Company and its subsidiaries;


 


provided
that, the Suspension Periods shall not exceed an aggregate of 120 days in any
360-day period. The Company shall not be required to specify in the written
notice to the Holders the nature of the event giving rise to the Suspension
Period.  Each Holder agrees, by
acquisition of a Transfer Restricted Security, to hold any communication by the
Company and the


 


11






















 


Subsidiary Guarantors in response to a notice of proposed sale in
confidence.  No Additional Amounts shall
be payable or accrue during any Suspension Period permitted under this Section
4(b)(i).


 


(ii)           Prepare and file with the Commission
such amendments and post-effective amendments to the Shelf Registration
Statement as may be necessary to keep the Shelf Registration Statement
effective during the Effectiveness Period; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to
be filed pursuant to Rule 424 under the Securities Act, and to comply fully
with the applicable provisions of Rules 424 and 430A under the Securities Act
in a timely manner; and comply with the provisions of the Securities Act with respect
to the disposition of all Notes or shares of Common Stock covered by the Shelf
Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the sellers thereof set forth in
the Shelf Registration Statement or supplement to the Prospectus.


 


(iii)          Advise the selling Holders promptly
and, if requested by such selling Holders, to confirm such advice in writing,
except as provided in clause (D) below:


 


(A)          when the Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with respect to the
Shelf Registration Statement or any post-effective amendment thereto, when the
same has become effective,


 


(B)           of any request by the Commission for
amendments to the Shelf Registration Statement or amendments or supplements to
the Prospectus or for additional information relating thereto if in the
Company’s reasonable judgment such request could cause a failure for the
Company to cause the Shelf Registration Statement to be declared effective
under the Securities Act by the Effectiveness Target Date,


 


(C)           of the issuance by the Commission of
any stop order suspending the effectiveness of the Shelf Registration Statement
under the Securities Act or of the suspension by any state securities
commission of the qualification of the Transfer Restricted Securities for
offering or sale in any


 


12






















 


jurisdiction, or the initiation of any
proceeding for any of the preceding purposes, or


 


(D)          of the existence of any fact or the
happening of any event, during the Effectiveness Period, that makes any
statement of a material fact made in the Shelf Registration Statement, the
Prospectus, any amendment or supplement thereto, or any document incorporated
by reference therein untrue, or that requires the making of any additions to or
changes in the Shelf Registration Statement or the Prospectus in order to make
the statements therein not misleading.


 


If at any time the Commission shall issue any stop order suspending the
effectiveness of the Shelf Registration Statement, or any state securities
commission or other regulatory authority shall issue an order suspending the
qualification or exemption from qualification of the Transfer Restricted
Securities under state securities or Blue Sky laws, the Company and the
Subsidiary Guarantors shall use reasonable efforts to obtain the withdrawal or
lifting of such order at the earliest possible time and will provide to each
Holder who is named in the Shelf Registration Statement prompt notice of the
withdrawal of any such order.


 


(iv)          Make available at reasonable times for
inspection by one or more representatives of the selling Holders, designated in
writing by a Majority of Holders whose Transfer Restricted Securities are
included in the Shelf Registration Statement, and any attorney or accountant
retained by such selling Holders, all financial and other records, pertinent
corporate documents and properties of the Company and the Subsidiary Guarantors
as shall be reasonably necessary to enable them to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act, and cause
the Company’s and the Subsidiary Guarantors’ respective officers, directors,
managers and employees to supply all information reasonably requested by any
such representative or representatives of the selling Holders, attorney or
accountant in connection therewith, in each case as customary for comparable
due diligence examinations; provided, however, that neither the Company
nor any Subsidiary Guarantor shall have any obligation to deliver information
to any selling Holder or representative pursuant to this Section 4(b)(iv)
unless such selling Holder or representative shall have executed and delivered
a confidentiality


 


13






















 


agreement in a form acceptable to the Company
relating to such information.


 


(v)           If requested by any selling Holders,
promptly incorporate in the Shelf Registration Statement or Prospectus within
the applicable time period set forth in Section 2(e), pursuant to a supplement
or post-effective amendment if necessary, such information as such selling
Holders may reasonably request to have included therein, including, without
limitation, information relating to the “Plan of Distribution” of the Transfer
Restricted Securities.


 


(vi)          Furnish to each selling Holder upon
their request, without charge, at least one copy of the Shelf Registration
Statement, as first filed with the Commission, and of each amendment thereto
(and any documents incorporated by reference therein or exhibits thereto (or
exhibits incorporated in such exhibits by reference) as such Person may
reasonably request).


 


(vii)         Deliver to each selling Holder, without
charge, as many copies of the Prospectus (including each preliminary
Prospectus) and any amendment or supplement thereto as such Persons reasonably
may request; subject to any notice by the Company or any Subsidiary Guarantor
in accordance with this Section 4(b) of the existence of any fact or event of
the kind described in Section 4(b)(iii)(D), the Company and the Subsidiary
Guarantors hereby consent to the use of the Prospectus and any amendment or
supplement thereto by each of the selling Holders in connection with the
offering and the sale of the Transfer Restricted Securities covered by the
Prospectus or any amendment or supplement thereto.


 


(viii)        Before any public offering of Transfer
Restricted Securities, cooperate with the selling Holders and their counsel in
connection with the registration and qualification of the Transfer Restricted
Securities under the securities or Blue Sky laws of such jurisdictions in the
United States as the selling Holders may reasonably request and do any and all
other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Transfer Restricted Securities covered by the Shelf
Registration Statement; provided, however, that neither the
Company nor any Subsidiary Guarantors shall be required (A) to register or
qualify as a foreign corporation or a dealer of securities where it is not now
so qualified or to take any action that would


 


14






















 


subject it to the service of process in any
jurisdiction where it is not now so subject or (B) to subject itself to general
or unlimited service of process or to taxation in any such jurisdiction if they
are not now so subject.


 


(ix)           Cooperate with the selling Holders to
facilitate the timely preparation and delivery of certificates representing Transfer
Restricted Securities to be sold and not bearing any restrictive legends
(unless required by applicable securities laws); and enable such Transfer
Restricted Securities to be in such denominations and registered in such names
as the Holders may request at least two Business Days before any sale of
Transfer Restricted Securities.


 


(x)            Use reasonable efforts to cause the
Transfer Restricted Securities covered by the Shelf Registration Statement to
be registered with or approved by such other U.S. governmental agencies or
authorities as may be necessary to enable the seller or sellers thereof to
consummate the disposition of such Transfer Restricted Securities.


 


(xi)           Subject to Section 4(b)(i) hereof, if
any fact or event contemplated by Section 4(b)(iii)(D) hereof shall exist or
have occurred, use reasonable efforts to prepare a supplement or post-effective
amendment to the Shelf Registration Statement or related Prospectus or any
document incorporated therein by reference or file any other required document
so that, as thereafter delivered to the purchasers of Transfer Restricted
Securities, the Prospectus will not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which they are made, not misleading.


 


(xii)          Obtain CUSIP numbers for all Transfer
Restricted Securities not later than the effective date of the Shelf
Registration Statement and provide the Trustee under the Indenture with
certificates for the Notes that are in a form eligible for deposit with The
Depository Trust Company.


 


(xiii)         Cooperate and assist in any filings
required to be made with the NASD and in the performance of any due diligence
investigation by any underwriter that is required to be retained in accordance
with the rules and regulations of the NASD.


 


15






















 


(xiv)        Otherwise use reasonable efforts to
comply with all applicable rules and regulations of the Commission and all
reporting requirements under the rules and regulations of the Exchange Act.


 


(xv)         Cause the Indenture to be qualified
under the TIA not later than the effective date of the Shelf Registration
Statement required by this Agreement, and, in connection therewith, cooperate
with the Trustee and the holders of Notes to effect such changes to the
Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the TIA; and execute and use reasonable efforts to
cause the Trustee thereunder to execute all documents that may be required to
effect such changes and all other forms and documents required to be filed with
the Commission to enable such Indenture to be so qualified in a timely manner.


 


(xvi)        Cause all Common Stock covered by the
Shelf Registration Statement to be listed or quoted, as the case may be, on
each securities exchange or automated quotation system on which Common Stock is
then listed or quoted.


 


(xvii)       Provide to each Holder upon written request
each document filed with the Commission pursuant to the requirements of Section
13 and Section 15 of the Exchange Act after the effective date of the Shelf
Registration Statement, unless such document is available through the
Commission’s EDGAR system.


 


(c)           Each Holder agrees by acquisition of a Transfer Restricted
Security that, upon receipt of any notice (a “Suspension Notice”) from the
Company of the existence of any fact of the kind described in Section
4(b)(iii)(D) hereof, such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the Shelf Registration Statement
until:


 


(i)            such Holder has received copies of
the supplemented or amended Prospectus contemplated by Section 4(b)(xi) hereof;
or


 


(ii)           such Holder is advised in
writing by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated
by reference in the Prospectus unless such filings are made pursuant to the
requirements of Section 13 and Section 15 of the Exchange


 


16






















 


Act and such filings are available through
the Commission’s EDGAR system.


 


If so directed by the Company, each Holder
will deliver to the Company (at the Company’s expense) all copies, other than
permanent file copies then in such Holder’s possession, of the Prospectus
covering such Transfer Restricted Securities that was current at the time of
receipt of such notice of suspension.


 


(d)           Each Holder agrees, by acquisition of a Transfer
Restricted Security, that no Holder shall be entitled to sell any of such
Transfer Restricted Securities pursuant to a Registration Statement or to
receive a Prospectus relating thereto, unless such Holder has furnished the
Company with a completed Notice and Questionnaire as required pursuant to
Section 2(e) hereof (including the information required to be included in such
Notice and Questionnaire) and the information set forth in the next sentence.  Each Notice Holder agrees promptly to
furnish to the Company all information required to be disclosed in order to
make the information previously furnished to the Company by such Notice Holder
not misleading and any other information regarding such Notice Holder and the
distribution of such Transfer Restricted Securities as the Company may from
time to time reasonably request in writing. 
Any sale of any Transfer Restricted Securities by any Holder shall
constitute a representation and warranty by such Holder that the information
relating to such Holder and its plan of distribution is as set forth in the
Prospectus delivered by such Holder in connection with such disposition, that
such Prospectus does not as of the time of such sale contain any untrue
statement of a material fact relating to or provided by such Holder to its plan
of distribution and that such Prospectus does not as of the time of such sale
omit to state any material fact relating to or provided by such Holder or its
plan of distribution necessary to make the statements in such Prospectus, in
the light of the circumstances under which they were made not misleading.


 


5.             Registration
Expenses.


 


All expenses
incident to the Company’s and the Subsidiary Guarantors’ performance of or
compliance with this Agreement shall be borne by the Company and the Subsidiary
Guarantors regardless of whether a Shelf Registration Statement becomes
effective, including, without limitation:


 


(i)            all registration and filing fees and
expenses (including filings made with the NASD);


 


17






















 


(ii)           all fees and expenses of compliance
with federal securities and state Blue Sky or securities laws;


 


(iii)          all expenses of printing (including
printing of Prospectuses and certificates for the Common Stock to be issued
upon conversion of the Notes) and the Company’s and the Subsidiary Guarantors’
expenses for messenger and delivery services and telephone;


 


(iv)          all fees and disbursements of counsel
to the Company and the Subsidiary Guarantors;


 


(v)           all application and filing fees in
connection with listing (or authorizing for quotation) the Common Stock on a
national securities exchange or automated quotation system pursuant to the
requirements hereof; and


 


(vi)          all fees and disbursements of
independent certified public accountants of the Company and the Subsidiary
Guarantors.


 


The Company and the Subsidiary Guarantors shall bear their internal
expenses (including, without limitation, all salaries and expenses of their
officers and employees performing legal, accounting or other duties), the
expenses of any annual audit and the fees and expenses of any Person, including
special experts, retained by the Company and the Subsidiary Guarantors.


 


6.             Indemnification And Contribution.


 


(a)           The Company and the Subsidiary Guarantors, jointly and
severally, agree to indemnify and hold harmless each Holder of Transfer
Restricted Securities covered by the Shelf Registration Statement (including in
such capacity, the Initial Purchaser), its directors, officers, and employees
and each person, if any, who controls any such Holder within the meaning of the
Securities Act or the Exchange Act (each, an “Indemnified Holder”), against
any loss, claim, damage, liability or expense, joint or several, or any action
in respect thereof (including, but not limited to, any loss, claim, damage,
liability or action relating to resales of the Transfer Restricted Securities),
to which such Indemnified Holder may become subject, insofar as any such loss,
claim, damage, liability or action arises out of, or is based upon:


 


(i)            any untrue statement or alleged
untrue statement of a material fact contained in the Shelf Registration
Statement as


 


18






















 


originally filed or in any amendment thereof,
in any Prospectus, or in any amendment or supplement thereto, or


 


(ii)           the omission or alleged omission to
state therein any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading,


 


and agrees to reimburse each Indemnified
Holder promptly upon demand for any legal or other expenses reasonably incurred
by such Indemnified Holder in connection with investigating, defending,
settling, compromising or paying any such loss, claim, damage, liability,
expense or action; provided, however, that the Company and
the Subsidiary Guarantors shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or expense arises out of, or is
based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with written
information furnished to the Company and the Subsidiary Guarantors by or on
behalf of such Holder (or its related Indemnified Holder) specifically for use
therein;  provided further, however, that with respect to any such
untrue statement in or omission from any amended or supplemented Prospectus
(excluding the correcting amendment or supplement), the indemnity agreement
contained in this Section 6(a) shall not inure to the benefit of any person
indemnified under this Section 6(a) from whom the person asserting any such
loss, claim, damage, liability or action received Notes or Common Stock to the
extent that such loss, claim, damage, liability or action of or with respect to
such indemnified person results from the fact that both (A) a copy of the
Prospectus (together with any correcting amendments or supplements) was not
sent or given to such asserting person at or prior to the written confirmation
of the sale of such Notes or Common Stock to such person and (B) the untrue
statement in or omission from any Prospectus was corrected in an amendment or
supplement thereto and the Prospectus (as amended or supplemented) does not contain
any other untrue statement or omission or alleged untrue statement or omission
of a material fact, unless, in the case of either paragraph (A) or (B) above,
such failure to deliver the final Prospectus was a result of noncompliance by
the Company with Section 4(b)(vi) or (vii) hereof.  The foregoing indemnity agreement is in addition to any liability
which the Company or the Subsidiary Guarantors may otherwise have.


 


(b)           Each Holder, severally and not jointly, agrees to
indemnify and hold harmless the Company and the Subsidiary Guarantors, their
respective directors, officers and employees and each person, if any, who
controls the Company or any Subsidiary Guarantor within the meaning of the
Securities Act or the Exchange Act to the same extent as the foregoing
indemnity from the Company and the Subsidiary Guarantors to each such


 


19






















 


Holder, but only with reference to written
information relating to such Holder furnished to the Company and the Subsidiary
Guarantors by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity.  This indemnity agreement set forth in this Section shall be in
addition to any liabilities which any such Holder may otherwise have.  In no event shall any Holder, its directors,
officers or any person who controls such Holder be liable or responsible for
any amount in excess of the amount by which the total amount received by such
Holder with respect to its sale of Transfer Restricted Securities pursuant to a
Shelf Registration Statement exceeds (i) the amount paid by such Holder for
such Transfer Restricted Securities and (ii) the amount of any damages that
such Holder, its directors, officers or any person who controls such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.


 


(c)           Promptly after receipt by an indemnified party under this
Section 6 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 6, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that the
failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 6 except to the extent it has
been materially prejudiced by such failure and, provided, further, that the
failure to notify the indemnifying party shall not relieve it from any
liability which it may have to an indemnified party otherwise than under this
Section 6.  If any such claim or action
shall be brought against an indemnified party, and it shall notify the indemnifying
party thereof, the indemnifying party shall be entitled to participate therein
and, to the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with counsel reasonably
satisfactory to the indemnified party. 
After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this Section 6 for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than reasonable costs of investigation; provided,
however, that the Holders shall have the right to employ a single
counsel to represent jointly the Holders and their officers, employees and
controlling persons who may be subject to liability arising out of any claim in
respect of which indemnity may be sought by the Holders against the Company or
any Subsidiary Guarantor under this Section 6 if the Holders seeking
indemnification shall have been advised by legal counsel that there may be one
or more legal defenses available to such Holders and


 


20






















 


their respective officers, employees and
controlling persons that are different from or additional to those available to
the Company or such Subsidiary Guarantor, and in that event, the fees and
expenses of such separate counsel shall be paid by the Company or such
Subsidiary Guarantor.  No indemnifying
party shall:


 


(i)            without the prior written consent of
the indemnified parties (which consent shall not be unreasonably withheld)
settle or compromise or consent to the entry of any judgment with respect to
any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action),
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding, or


 


(ii)           be liable for any settlement of any
such action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with its written consent or if there be
a final judgment for the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against
any loss of liability by reason of such settlement or judgment.


 


(d)           The indemnifying party under this Section shall not be
liable for any settlement of any proceeding effected without its written
consent, which shall not be withheld unreasonably, but if settled with such
consent or if there is a final judgment for the plaintiff, the indemnifying party
agrees to indemnify the indemnified party against any loss, claim, damage,
liability or expense by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if
at any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as
contemplated by Section 6(c) hereof, the indemnifying party agrees that it
shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 30 days after
receipt by such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement.  No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement,
compromise or consent to the entry of judgment in any pending or threatened
action, suit or proceeding in respect of which any


 


21






















 


indemnified party is or could have been a
party and indemnity was or could have been sought hereunder by such indemnified
party, unless such settlement, compromise or consent (x) includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such action, suit or proceeding and (y) does not
include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party.


 


(e)           If the indemnification provided for in this Section 6
shall for any reason be unavailable or insufficient to hold harmless an
indemnified party under Section 6(a) or 6(b) in respect of any loss, claim,
damage or liability (or action in respect thereof) referred to therein, each
indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability (or action in respect thereof):


 


(i)            in such proportion as is appropriate
to reflect the relative benefits received by the Company and the Subsidiary
Guarantors from the offering and sale of the Transfer Restricted Securities on
the one hand and a Holder with respect to the sale by such Holder of the
Transfer Restricted Securities on the other, or


 


(ii)           if the allocation provided by Section
(6)(e)(i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in Section
6(e)(i) but also the relative fault of the Company and the Subsidiary
Guarantors on the one hand and the Holders on the other in connection with the
statements or omissions or alleged statements or alleged omissions that
resulted in such loss, claim, damage or liability (or action in respect
thereof), as well as any other relevant equitable considerations.


 


The relative benefits received by the Company
and the Subsidiary Guarantors on the one hand and a Holder on the other with
respect to such offering and such sale shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Notes purchased
under the Purchase Agreement (before deducting expenses) received by the
Company, on the one hand, bear to the total proceeds received by such Holder
with respect to its sale of Transfer Restricted Securities on the other.  The relative fault of the parties shall be
determined by reference to whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company and the Subsidiary Guarantors on
the one hand or the Holders on the other, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The
Company,


 


22






















 


each Subsidiary Guarantor and each Holder
agree that it would not be just and equitable if the amount of contribution
pursuant to this Section 6(e) were determined by pro rata allocation or by
any other method of allocation that does not take into account the equitable
considerations referred to in the first sentence of this paragraph (e).


 


The amount paid or payable by an indemnified party as a result of the
loss, claim, damage or liability, or action in respect thereof, referred to
above in this Section 6 shall be deemed to include, for purposes of this
Section 6, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending or preparing to defend any
such action or claim.


 


Notwithstanding the provisions of this Section 6, no Holder shall be
required to contribute any amount in excess of the amount by which the total
price at which the Transfer Restricted Securities purchased by it were resold
exceeds the amount of any damages which such Holder has otherwise been required
to pay by reason of any untrue or alleged untrue statement or omission or
alleged omission.  No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. 
The Holders’ obligations to contribute as provided in this Section 6(e)
are several and not joint.


 


(f)            The provisions of this Section 6 shall remain in full
force and effect, regardless of any investigation made by or on behalf of any
Holder, the Company or any Subsidiary Guarantor or any of the officers,
directors or controlling persons referred to in Section 6 hereof, and will
survive the sale by a Holder of Transfer Restricted Securities.


 


7.          Rule 144A and Rule 144.  The Company and the Subsidiary
Guarantors agree with each Holder, for so long as any Transfer Restricted Securities
remain outstanding and during any period in which the Company (i) is not
subject to Section 13 or 15(d) of the Exchange Act, to make available, upon
request of any Holder, to such Holder or beneficial owner of Transfer
Restricted Securities in connection with any sale thereof and any prospective
purchaser of such Transfer Restricted Securities designated by such Holder or
beneficial owner, the information required by Rule 144A(d)(4) under the
Securities Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d)
of the Exchange Act, to make all filings required thereby in a timely manner in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144.


 


8.          No Participation In Underwritten
Registrations.  No Holder may
participate in any Underwritten Registration hereunder.


 


23






















 


9.          Miscellaneous.


 


(a)           Remedies. 
The Company and each Subsidiary Guarantor acknowledge and agree that any
failure by the Company or any Subsidiary Guarantor to comply with its
obligations under Section 2 hereof may result in material irreparable injury to
the Initial Purchaser or the Holders for which there is no adequate remedy at
law, that it will not be possible to measure damages for such injuries
precisely, and that, in the event of any such failure, the Initial Purchaser or
any Holder may obtain such relief as may be required to specifically enforce
the Company’s and the Subsidiary Guarantors’ obligations under Section 2
hereof.  The Company and each Subsidiary
Guarantor further agree to waive the defense in any action for specific
performance that a remedy at law would be adequate.


 


(b)           Actions Affecting Transfer Restricted Securities.  Neither the Company nor any Subsidiary
Guarantor shall, directly or indirectly, take any action with respect to the
Transfer Restricted Securities as a class that would adversely affect the
ability of the Holders of Transfer Restricted Securities to include such
Transfer Restricted Securities in a registration undertaken pursuant to this
Agreement.


 


(c)           No Inconsistent Agreements.  The Company and the Subsidiary Guarantors
have not, as of the date hereof, entered into, nor shall any of them, on or
after the date hereof, enter into, any agreement with respect to their
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof.  In addition, the Company and the Subsidiary
Guarantors shall not grant to any of their securityholders (other than the
Holders of Transfer Restricted Securities in such capacity) the right to
include any of their securities in the Shelf Registration Statement provided
for in this Agreement other than the Transfer Restricted Securities.


 


(d)           Amendments and Waivers.  This Agreement may not be amended, modified
or supplemented, and waivers or consents to or departures from the provisions
hereof may not be given, unless the Company has obtained the written consent of
a Majority of Holders; provided, however, that with respect
to any matter that directly or indirectly adversely affects the rights of the
Initial Purchaser hereunder, the Company shall obtain the written consent of
the Initial Purchaser against which such amendment, qualification, supplement,
waiver or consent is to be effective. 
Notwithstanding the foregoing (except the foregoing proviso), a waiver
or consent to depart from the provisions hereof, with respect to a matter,
which relates exclusively to the rights of Holders whose securities are being
sold pursuant to a Shelf Registration


 


24






















 


Statement and does not directly or indirectly
adversely affect the rights of other Holders, may be given by the Majority
Holders, determined on the basis of Notes being sold rather than registered
under such Shelf Registration Statement.


 


(e)           Notices. 
All notices and other communications provided for or permitted hereunder
shall be made in writing by hand delivery, first class mail (registered or
certified, return receipt requested), telex, facsimile transmission, or air
courier guaranteeing overnight delivery:


 


(i)            if to a Holder, at the address set
forth on the records of the registrar under the Indenture or the transfer agent
of the Common Stock, as the case may be; and


 


(ii)           if to the Company or any Subsidiary
Guarantor, initially at its address set forth in the Purchase Agreement.


 


All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three Business
Days after being deposited in the mail, postage prepaid, if mailed; when
receipt acknowledged, if transmitted by facsimile; at the time acknowledged by
a return receipt, if sent by electronic mail; and on the next Business Day, if
timely delivered to an air courier guaranteeing overnight delivery.


 


Any party hereto may change the address for receipt of communications
by giving written notice to the others.


 


(f)            Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Securities.  The Company and the Subsidiary Guarantors hereby agree to extend
the benefit of this Agreement to any Holder and any such Holder may
specifically enforce the provisions of this Agreement as if an original party
hereto.


 


(g)           Counterparts.  This Agreement may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.


 


(h)           Notes Held by the Company or Its Affiliates.  Whenever the consent or approval of Holders
of a specified percentage of Transfer


 


25






















 


Restricted Securities is required hereunder,
Transfer Restricted Securities held by the Company or its Affiliates (other
than subsequent Holders if such subsequent Holders are deemed to be Affiliates
solely by reason of their holding of such Notes) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.


 


(i)         Headings. The headings in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof.


 


(j)         Governing Law.  This Agreement shall be governed by and construed in accordance
with the law of the State of New York.


 


(k)        Severability. 
If  any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and enforceability
of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby, it being intended
that all of the rights and privileges of the parties shall be enforceable to
the fullest extent permitted by law.


 


(l)         Entire Agreement.  This Agreement is intended by the parties as
a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein with respect to the
registration rights granted by the Company and the Subsidiary Guarantors with
respect to the Transfer Restricted Securities. 
This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.


 


[SIGNATURE
PAGE FOLLOWS]


 


26






















 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


 


	
   

  	
  ALLIANT
  TECHSYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Eric S.
  Rangen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric S.
  Rangen

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  Executive
  Vice President and Chief Financial Officer

  	
   

  



 

















 


	
   

  	
  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

  	
  /s/ Robert
  J. McReavy

  	
   

  
	
   

  	
   

  	
    Authorized
  Signatory

  	
   

  
	
   

  	
   

  	
    Name:
  Robert J. McReavy

  	
   

  
	
   

  	
   

  	
    Title:
  Vice President

  	
   

  



 






















 


	
   

  	
  BANC OF
  AMERICA SECURITIES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Derek Dillion

  	
   

  
	
   

  	
   

  	
  Name: Derek
  Dillion

  	
   

  
	
   

  	
   

  	
  Title:
  Managing Partner