Exhibit 4.3


 


THIRD SUPPLEMENTAL INDENTURE


 


 


THIRD
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of June 6,
2002, among ATK INTERNATIONAL SALES INC., a Delaware corporation (the “New
Guarantor”), a subsidiary of ALLIANT TECHSYSTEMS INC., a Delaware corporation
(the “Company”), 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 PROPULSION AND COMPOSITES
LLC, a Delaware limited liability company, ALLIANT SOUTHERN COMPOSITES COMPANY
LLC, a Delaware limited liability company, ATK AMMUNITION AND RELATED PRODUCTS
LLC (f/k/a Alliant Defense LLC), a Delaware limited liability company, ALLIANT
AMMUNITION AND POWDER COMPANY LLC, a Delaware limited liability company,
ALLIANT PRECISION FUZE COMPANY LLC, a Delaware limited liability company,
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 AEROSPACE COMPANY INC. (f/k/a
Thiokol Propulsion Corp.), a Delaware corporation, THIOKOL TECHNOLOGIES
INTERNATIONAL, INC., a Delaware corporation, 
ATK COMMERCIAL AMMUNITION HOLDINGS INC., a Delaware corporation, ATK
COMMERCIAL AMMUNITION COMPANY INC., a Delaware corporation, FEDERAL CARTRIDGE
COMPANY, a Minnesota corporation, SIMMONS OUTDOOR CORPORATION, a Delaware
corporation, ESTATE CARTRIDGE, INC., a Texas corporation, AMMUNITION
ACCESSORIES INC., a Delaware corporation, ATK LOGISTICS AND TECHNICAL SERVICES
LLC, a Delaware limited liability company, ATK PRECISION SYSTEMS LLC, a
Delaware limited liability company, ATK Gun Systems Company LLC, a Delaware
limited liability company, 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 Propulsion and Composites
LLC, Alliant Southern Composites Company LLC, ATK Ammunition and Related
Products LLC (f/k/a Alliant Defense LLC), Alliant Ammunition and Powder Company
LLC, Alliant 


 


1

















 


Precision Fuze Company LLC, 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 Aerospace Company Inc. (f/k/a Thiokol Propulsion
Corp.), Thiokol Technologies International, Inc. ATK  Commercial Ammunition Holdings Inc., ATK Commercial Ammunition
Company Inc., Federal Cartridge Company, Simmons Outdoor Corporation, Estate
Cartridge, Inc., Ammunition Accessories Inc. and ATK Logistics and Technical
Services LLC, ATK Precision Systems LLC and ATK Gun Systems Company LLC (the
“Existing Guarantors”) have heretofore executed and delivered to the Trustee an
Indenture (as amended and supplemented by the First Supplemental Indenture,
dated as of December 19, 2001, and as further amended and supplemented by the
Second Supplemental Indenture, dated as of April 5, 2002) dated as of
May 14, 2001 (collectively, 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.  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.


 


2

















 


4.  Trustee Makes No Representation.  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.


 


 


	
   

  	
  ATK
  INTERNATIONAL SALES INC.,

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  /s/
  Perri A. Hite

  
	
   

  	
  Name:  Perri A. Hite

  
	
   

  	
  Title:  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
  ALLIANT TECHSYSTEMS INC.,

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  /s/
  Robert J. McReavy

  
	
   

  	
  Name:  Robert J. McReavy

  
	
   

  	
  Title:  Vice President and
  Treasurer

  
					



 


3

















 


	
   

  	
   

  
	
   

  	
  ALLIANT AMMUNITION SYSTEMS
  

  COMPANY LLC,

  
	
   

  	
  NEW RIVER ENERGETICS, INC.,

  
	
   

  	
  ALLIANT HOLDINGS LLC,

  
	
   

  	
  ALLIANT
  PROPULSION AND

  COMPOSITES LLC,

  
	
   

  	
  ALLIANT
  SOUTHERN COMPOSITES

  COMPANY LLC,

  
	
   

  	
  ATK
  AMMUNITION AND RELATED

  PRODUCTS LLC,

  
	
   

  	
  ALLIANT
  AMMUNITION AND

  POWDER COMPANY LLC,

  
	
   

  	
  ALLIANT PRECISION FUZE
  COMPANY LLC,

  
	
   

  	
  ALLIANT
  INTEGRATED DEFENSE

  COMPANY LLC,

  
	
   

  	
  ALLIANT INTERNATIONAL
  HOLDINGS INC.,

  
	
   

  	
  ATK TACTICAL SYSTEMS
  COMPANY LLC,

  
	
   

  	
  ALLIANT
  LAKE CITY SMALL CALIBER

  AMMUNITION COMPANY LLC,

  
	
   

  	
  ATK AEROSPACE COMPANY
  INC.,

  
	
   

  	
  THIOKOL
  TECHNOLOGIES

  INTERNATIONAL, INC.,

  
	
   

  	
  ATK
  COMMERCIAL AMMUNITION

  HOLDINGS INC.,

  
	
   

  	
  ATK
  COMMERCIAL AMMUNITION

  COMPANY INC.,

  
	
   

  	
  FEDERAL CARTRIDGE COMPANY,

  
	
   

  	
  SIMMONS OUTDOOR
  CORPORATION,

  
	
   

  	
  ESTATE CARTRIDGE, INC.,

  
	
   

  	
  AMMUNITION ACCESSORIES
  INC.,

  
	
   

  	
  ATK
  LOGISTICS AND TECHNICAL SERVICES

  LLC

  
	
   

  	
  ATK PRECISION SYSTEMS LLC

  
	
   

  	
  ATK GUN SYSTEMS COMPANY
  LLC

  



 


	
   

  	
  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:  Assistant Vice
  President

  
					



 


4