Exhibit
4.1


 


SIXTH
SUPPLEMENTAL INDENTURE


 


SIXTH
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of June 4,
2004, among ALLIANT TECHSYSTEMS INC., a Delaware corporation (the “Company”),
MISSION RESEARCH CORPORATION, a California corporation, a newly acquired
subsidiary of the Company (the “New Guarantor”), ALLIANT AMMUNITION SYSTEMS
COMPANY LLC, a Delaware limited liability company, NEW RIVER ENERGETICS, INC.,
a Delaware corporation, ALLIANT HOLDINGS LLC, a Delaware limited liability
company, ALLIANT SOUTHERN COMPOSITES COMPANY LLC, a Delaware limited liability
company, ALLIANT AMMUNITION AND POWDER COMPANY LLC, a Delaware limited
liability company, ATK ORDNANCE AND GROUND SYSTEMS LLC (f/k/a Alliant
Integrated Defense Company LLC), a Delaware limited liability company, ALLIANT
INTERNATIONAL HOLDINGS INC., a Minnesota corporation, ATK TACTICAL SYSTEMS
COMPANY LLC (f/k/a Alliant Missile Products Company LLC), a Delaware limited
liability company, ALLIANT LAKE CITY SMALL CALIBER AMMUNITION COMPANY LLC, a
Delaware limited liability company, ATK THIOKOL INC. (f/k/a ATK Aerospace
Company Inc. and Thiokol Propulsion Corp.), a Delaware corporation, THIOKOL
TECHNOLOGIES INTERNATIONAL, INC., a Delaware corporation,  ATK COMMERCIAL AMMUNITION COMPANY INC., a
Delaware corporation, FEDERAL CARTRIDGE COMPANY, a Minnesota corporation,
AMMUNITION ACCESSORIES INC., a Delaware corporation, ATK INTERNATIONAL SALES
INC., a Delaware corporation, ATK ELKTON, LLC, a Delaware limited liability
company, ATK MISSILE SYSTEMS COMPANY LLC, a Delaware limited liability company,
COMPOSITE OPTICS, INCORPORATED, a California corporation, GASL, INC., a New
York corporation, MICRO CRAFT INC., a Tennessee corporation, and BNY MIDWEST
TRUST COMPANY, an Illinois banking corporation, as trustee under the indenture
referred to below (the “Trustee”).


 


W
I T N E S S E T H :


 


WHEREAS the Company and Alliant Ammunition
Systems Company LLC, New River Energetics, Inc., Alliant Holdings LLC, Alliant
Southern Composites Company LLC, 
Alliant Ammunition and Powder Company LLC, ATK Ordnance and Ground
Systems LLC (f/k/a Alliant Integrated Defense Company LLC), Alliant
International Holdings Inc., ATK Tactical Systems Company LLC (f/k/a Alliant
Missile Products Company LLC), Alliant Lake City Small Caliber Ammunition
Company LLC, ATK Thiokol Inc. (f/k/a ATK Aerospace Company Inc. and Thiokol
Propulsion Corp.), Thiokol Technologies


 

















 


International, Inc., ATK Commercial Ammunition Company Inc., Federal
Cartridge Company, Ammunition Accessories Inc., ATK International Sales Inc.,
ATK Elkton LLC, ATK Missile Systems Company LLC, Composite Optics,
Incorporated, GASL, Inc., and Micro Craft Inc. (the “Existing Guarantors”) have
heretofore executed and delivered to the Trustee an Indenture dated May 14, 2001
(as amended and supplemented by the First Supplemental Indenture, dated as of
December 19, 2001; as further amended and supplemented by the Second
Supplemental Indenture, dated as of April 5, 2002; as further amended and
supplemented by the Third Supplemental Indenture, dated as of June 6, 2002; as
further amended and supplemented by the Fourth Supplemental Indenture, dated as
of August 20, 2003; and as further amended and supplemented by the Fifth
Supplemental Indenture, dated as of February 9, 2004) (as amended,
the “Indenture”), providing for the issuance of an aggregate principal amount
of up to $600,000,000 of 81⁄2% Senior Subordinated Notes due 2011 (the
“Securities”);


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


 


	
   

  	
  MISSION RESEARCH CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
         /s/

  	
  Keith D. Ross

  	
   

  
	
   

  	
   

  	
  Name:  Keith D. Ross

  
	
   

  	
   

  	
  Title:  Vice President and Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALLIANT TECHSYSTEMS INC.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
         /s/

  	
  Robert J. McReavy

  	
   

  
	
   

  	
   

  	
  Name:  Robert J. McReavy

  
	
   

  	
   

  	
  Title:  Vice
  President and Treasurer

  
										



 

















 


	
   

  	
  ALLIANT AMMUNITION
  SYSTEMS

  COMPANY LLC,

  
	
   

  	
  NEW RIVER ENERGETICS, INC.,

  
	
   

  	
  ALLIANT HOLDINGS LLC,

  
	
   

  	
  ALLIANT SOUTHERN
  COMPOSITES

  COMPANY LLC,

  
	
   

  	
  ALLIANT AMMUNITION AND

  POWDER COMPANY LLC,

  
	
   

  	
  ATK ORDNANCE AND GROUND
  SYSTEMS

  LLC,

  
	
   

  	
  ALLIANT INTERNATIONAL HOLDINGS INC.,

  
	
   

  	
  ATK TACTICAL SYSTEMS COMPANY LLC,

  
	
   

  	
  ALLIANT LAKE CITY SMALL
  CALIBER

  AMMUNITION COMPANY LLC,

  
	
   

  	
  ATK THIOKOL INC.,

  
	
   

  	
  THIOKOL TECHNOLOGIES

  INTERNATIONAL, INC.,

  
	
   

  	
  ATK COMMERCIAL
  AMMUNITION

  COMPANY INC.,

  
	
   

  	
  FEDERAL CARTRIDGE COMPANY,

  
	
   

  	
  AMMUNITION ACCESSORIES INC.,

  
	
   

  	
  ATK INTERNATIONAL SALES INC.,

  
	
   

  	
  ATK ELKTON LLC,

  
	
   

  	
  ATK MISSILE SYSTEMS COMPANY LLC,

  
	
   

  	
  COMPOSITE OPTICS, INCORPORATED

  
	
   

  	
  GASL, INC.

  
	
   

  	
  MICRO CRAFT INC.

  
	
   

  
	
   

  	
  By:

  
	
   

  	
   

  	
         /s/

  	
  Robert J. McReavy

  	
   

  
	
   

  	
   

  	
  Name:  Robert
  J. McReavy

  
	
   

  	
   

  	
  Title:   
  Authorized Signatory

  
	
   

  
	
   

  
	
   

  	
  BNY MIDWEST TRUST COMPANY, as Trustee,

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  	
         /s/

  	
  D.G. Donovan

  	
   

  
	
   

  	
   

  	
  Name:  D.G.
  Donovan

  
	
   

  	
   

  	
  Title:   
  Vice President