Exhibit 10.1


 


Published CUSIP Number 01881CAA3


 


AMENDED AND RESTATED CREDIT AGREEMENT


 


Dated as of March 29, 2007


 


among


 


ALLIANT TECHSYSTEMS INC.,


as the Borrower,


 


BANK OF AMERICA, N.A.,


as Administrative Agent


 


and


 


The Lenders Party Hereto


 


CALYON, NEW YORK BRANCH,


as Syndication Agent


 


ROYAL BANK OF SCOTLAND


U.S. BANK NATIONAL ASSOCIATION,


as Co-Documentation Agents


 


BANC OF AMERICA SECURITIES LLC


CALYON, NEW YORK BRANCH,


as Joint Lead Arrangers


 


BANC OF AMERICA SECURITIES LLC,


as Sole Bookrunning Manager


 
















 


***


 


TABLE OF
CONTENTS


 


	
  Section

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
  ARTICLE I

  	
   

  	
   

  
	
   

  	
   

  	
  DEFINITIONS AND
  ACCOUNTING TERMS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.01

  	
   

  	
  Defined Terms

  	
   

  	
  2

  
	
  1.02

  	
   

  	
  Other Interpretive Provisions

  	
   

  	
  34

  
	
  1.03

  	
   

  	
  Accounting Terms

  	
   

  	
  34

  
	
  1.04

  	
   

  	
  Rounding

  	
   

  	
  35

  
	
  1.05

  	
   

  	
  References to Agreements and Laws

  	
   

  	
  35

  
	
  1.06

  	
   

  	
  Times of Day

  	
   

  	
  35

  
	
  1.07

  	
   

  	
  Letter of Credit Amounts

  	
   

  	
  35

  
	
  1.08

  	
   

  	
  Currency Equivalents Generally

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE II

  	
   

  	
   

  
	
   

  	
   

  	
  THE COMMITMENTS
  AND CREDIT EXTENSIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.01

  	
   

  	
  The Loans

  	
   

  	
  36

  
	
  2.02

  	
   

  	
  Borrowings, Conversions and Continuations of Loans

  	
   

  	
  37

  
	
  2.03

  	
   

  	
  Letters of Credit

  	
   

  	
  38

  
	
  2.04

  	
   

  	
  Swing Line Loans

  	
   

  	
  48

  
	
  2.05

  	
   

  	
  Prepayments

  	
   

  	
  50

  
	
  2.06

  	
   

  	
  Termination or Reduction of Commitments

  	
   

  	
  52

  
	
  2.07

  	
   

  	
  Repayment of Loans

  	
   

  	
  53

  
	
  2.08

  	
   

  	
  Interest

  	
   

  	
  54

  
	
  2.09

  	
   

  	
  Fees

  	
   

  	
  55

  
	
  2.10

  	
   

  	
  Computation of Interest and Fees

  	
   

  	
  55

  
	
  2.11

  	
   

  	
  Evidence of Indebtedness

  	
   

  	
  56

  
	
  2.12

  	
   

  	
  Payments Generally

  	
   

  	
  56

  
	
  2.13

  	
   

  	
  Sharing of Payments

  	
   

  	
  58

  
	
  2.14

  	
   

  	
  Increase in Revolving Commitments

  	
   

  	
  59

  
	
  2.15

  	
   

  	
  Increase in Term Loan Commitments

  	
   

  	
  60

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE III

  	
   

  	
   

  
	
   

  	
   

  	
  TAXES, YIELD
  PROTECTION AND ILLEGALITY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.01

  	
   

  	
  Taxes

  	
   

  	
  62

  
	
  3.02

  	
   

  	
  Illegality

  	
   

  	
  63

  
	
  3.03

  	
   

  	
  Inability to Determine Rates

  	
   

  	
  64

  
	
  3.04

  	
   

  	
  Increased Cost and Reduced Return; Capital Adequacy;
  Reserves on

  Eurodollar Rate Loans

  	
   

  	
  64

  
	
  3.05

  	
   

  	
  Compensation for Losses

  	
   

  	
  65

  
	
  3.06

  	
   

  	
  Matters Applicable to all Requests for Compensation

  	
   

  	
  66

  
	
  3.07

  	
   

  	
  Survival

  	
   

  	
  66

  



 

















 


	
  

  	
   

  	
  ARTICLE IV

  	
   

  	
   

  
	
   

  	
   

  	
  CONDITIONS
  PRECEDENT TO CREDIT EXTENSIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.01

  	
   

  	
  Conditions of Restatement

  	
   

  	
  66

  
	
  4.02

  	
   

  	
  Conditions to all Credit Extensions

  	
   

  	
  71

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE V

  	
   

  	
   

  
	
   

  	
   

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.01

  	
   

  	
  Existence, Qualification and Power; Compliance with
  Laws

  	
   

  	
  71

  
	
  5.02

  	
   

  	
  Authorization; No Contravention

  	
   

  	
  72

  
	
  5.03

  	
   

  	
  Governmental Authorization; Other Consents

  	
   

  	
  72

  
	
  5.04

  	
   

  	
  Binding Effect

  	
   

  	
  72

  
	
  5.05

  	
   

  	
  Financial Statements; No Material Adverse Effect

  	
   

  	
  73

  
	
  5.06

  	
   

  	
  Litigation

  	
   

  	
  73

  
	
  5.07

  	
   

  	
  No Default

  	
   

  	
  73

  
	
  5.08

  	
   

  	
  Ownership of Property; Liens; Investments

  	
   

  	
  74

  
	
  5.09

  	
   

  	
  Environmental Matters

  	
   

  	
  74

  
	
  5.10

  	
   

  	
  Insurance

  	
   

  	
  75

  
	
  5.11

  	
   

  	
  Taxes

  	
   

  	
  75

  
	
  5.12

  	
   

  	
  ERISA Compliance

  	
   

  	
  75

  
	
  5.13

  	
   

  	
  Subsidiaries; Equity Interests

  	
   

  	
  76

  
	
  5.14

  	
   

  	
  Margin Regulations; Investment Company Act

  	
   

  	
  77

  
	
  5.15

  	
   

  	
  Disclosure

  	
   

  	
  77

  
	
  5.16

  	
   

  	
  Compliance with Laws

  	
   

  	
  77

  
	
  5.17

  	
   

  	
  Intellectual Property; Licenses, Etc

  	
   

  	
  77

  
	
  5.18

  	
   

  	
  Solvency

  	
   

  	
  78

  
	
  5.19

  	
   

  	
  Casualty, Etc

  	
   

  	
  78

  
	
  5.20

  	
   

  	
  Perfection, Etc

  	
   

  	
  78

  
	
  5.21

  	
   

  	
  Designated Senior Indebtedness

  	
   

  	
  78

  
	
  5.22

  	
   

  	
  Loan Parties Consolidated Assets

  	
   

  	
  78

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VI

  	
   

  	
   

  
	
   

  	
   

  	
  AFFIRMATIVE
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.01

  	
   

  	
  Financial Statements

  	
   

  	
  79

  
	
  6.02

  	
   

  	
  Certificates; Other Information

  	
   

  	
  79

  
	
  6.03

  	
   

  	
  Notices

  	
   

  	
  82

  
	
  6.04

  	
   

  	
  Payment of Obligations

  	
   

  	
  83

  
	
  6.05

  	
   

  	
  Preservation of Existence, Etc

  	
   

  	
  83

  
	
  6.06

  	
   

  	
  Maintenance of Properties

  	
   

  	
  83

  
	
  6.07

  	
   

  	
  Maintenance of Insurance

  	
   

  	
  83

  
	
  6.08

  	
   

  	
  Compliance with Laws

  	
   

  	
  84

  
	
  6.09

  	
   

  	
  Books and Records

  	
   

  	
  84

  
	
  6.10

  	
   

  	
  Inspection Rights

  	
   

  	
  84

  
	
  6.11

  	
   

  	
  Use of Proceeds

  	
   

  	
  84

  
	
  6.12

  	
   

  	
  Covenant to Guarantee Obligations and Give Security

  	
   

  	
  84

  



 


ii

















 


	
  6.13

  	
   

  	
  Further Assurances

  	
   

  	
  86

  
	
  6.14

  	
   

  	
  Material Contracts

  	
   

  	
  87

  
	
  6.15

  	
   

  	
  Conditions Subsequent to the Restatement Closing
  Date

  	
   

  	
  87

  
	
  6.16

  	
   

  	
  Assignable Government Contract Claims

  	
   

  	
  87

  
	
  6.17

  	
   

  	
  Preparation of Environmental Reports

  	
   

  	
  87

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VII

  	
   

  	
   

  
	
   

  	
   

  	
  NEGATIVE
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.01

  	
   

  	
  Liens

  	
   

  	
  88

  
	
  7.02

  	
   

  	
  Indebtedness

  	
   

  	
  90

  
	
  7.03

  	
   

  	
  Investments

  	
   

  	
  92

  
	
  7.04

  	
   

  	
  Fundamental Changes

  	
   

  	
  94

  
	
  7.05

  	
   

  	
  Dispositions

  	
   

  	
  95

  
	
  7.06

  	
   

  	
  Restricted Payments

  	
   

  	
  96

  
	
  7.07

  	
   

  	
  Change in Nature of Business

  	
   

  	
  97

  
	
  7.08

  	
   

  	
  Transactions with Affiliates

  	
   

  	
  97

  
	
  7.09

  	
   

  	
  Burdensome Agreements

  	
   

  	
  97

  
	
  7.10

  	
   

  	
  Financial Covenants

  	
   

  	
  98

  
	
  7.11

  	
   

  	
  Loan Parties Consolidated Assets

  	
   

  	
  98

  
	
  7.12

  	
   

  	
  Amendments of Organization Documents

  	
   

  	
  98

  
	
  7.13

  	
   

  	
  Accounting Changes

  	
   

  	
  99

  
	
  7.14

  	
   

  	
  Prepayments, Etc. of Indebtedness

  	
   

  	
  99

  
	
  7.15

  	
   

  	
  Amendment, Etc. of Related Documents

  	
   

  	
  99

  
	
  7.16

  	
   

  	
  Speculative Transactions

  	
   

  	
  99

  
	
  7.17

  	
   

  	
  Material Contracts

  	
   

  	
  99

  
	
  7.18

  	
   

  	
  No Other Designated Senior Indebtedness

  	
   

  	
  99

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VIII

  	
   

  	
   

  
	
   

  	
   

  	
  EVENTS OF
  DEFAULT AND REMEDIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.01

  	
   

  	
  Events of Default

  	
   

  	
  100

  
	
  8.02

  	
   

  	
  Remedies upon Event of Default

  	
   

  	
  102

  
	
  8.03

  	
   

  	
  Application of Funds

  	
   

  	
  102

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE IX

  	
   

  	
   

  
	
   

  	
   

  	
  ADMINISTRATIVE
  AGENT AND OTHER AGENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.01

  	
   

  	
  Appointment and Authorization of Agents

  	
   

  	
  103

  
	
  9.02

  	
   

  	
  Delegation of Duties

  	
   

  	
  104

  
	
  9.03

  	
   

  	
  Liability of Agents

  	
   

  	
  104

  
	
  9.04

  	
   

  	
  Reliance by Agents

  	
   

  	
  105

  
	
  9.05

  	
   

  	
  Notice of Default

  	
   

  	
  105

  
	
  9.06

  	
   

  	
  Credit Decision; Disclosure of Information by Agents

  	
   

  	
  106

  
	
  9.07

  	
   

  	
  Indemnification of Agents

  	
   

  	
  106

  
	
  9.08

  	
   

  	
  Agents in their Individual Capacities

  	
   

  	
  107

  
	
  9.09

  	
   

  	
  Successor Agents

  	
   

  	
  107

  



 


iii

















 


	
  9.10

  	
   

  	
  Administrative Agent May File Proofs of Claim

  	
   

  	
  108

  
	
  9.11

  	
   

  	
  Collateral and Guaranty Matters

  	
   

  	
  109

  
	
  9.12

  	
   

  	
  Other Agents; Arrangers and Managers

  	
   

  	
  109

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE X

  	
   

  	
   

  
	
   

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.01

  	
   

  	
  Amendments, Etc

  	
   

  	
  109

  
	
  10.02

  	
   

  	
  Notices and Other Communications; Facsimile Copies

  	
   

  	
  111

  
	
  10.03

  	
   

  	
  No Waiver; Cumulative Remedies

  	
   

  	
  112

  
	
  10.04

  	
   

  	
  Attorney Costs, Expenses and Taxes

  	
   

  	
  113

  
	
  10.05

  	
   

  	
  Indemnification by the Borrower

  	
   

  	
  113

  
	
  10.06

  	
   

  	
  Payments Set Aside

  	
   

  	
  114

  
	
  10.07

  	
   

  	
  Successors and Assigns

  	
   

  	
  114

  
	
  10.08

  	
   

  	
  Confidentiality

  	
   

  	
  118

  
	
  10.09

  	
   

  	
  Setoff

  	
   

  	
  119

  
	
  10.10

  	
   

  	
  Interest Rate Limitation

  	
   

  	
  120

  
	
  10.11

  	
   

  	
  Counterparts

  	
   

  	
  120

  
	
  10.12

  	
   

  	
  Integration

  	
   

  	
  120

  
	
  10.13

  	
   

  	
  Survival of Representations and Warranties

  	
   

  	
  120

  
	
  10.14

  	
   

  	
  Severability

  	
   

  	
  121

  
	
  10.15

  	
   

  	
  Tax Forms

  	
   

  	
  121

  
	
  10.16

  	
   

  	
  No Advisory or Fiduciary Responsibility

  	
   

  	
  123

  
	
  10.17

  	
   

  	
  Replacement of Lenders

  	
   

  	
  123

  
	
  10.18

  	
   

  	
  Governing Law

  	
   

  	
  124

  
	
  10.19

  	
   

  	
  Waiver of Right to Trial by Jury

  	
   

  	
  124

  
	
  10.20

  	
   

  	
  Binding Effect

  	
   

  	
  124

  
	
  10.21

  	
   

  	
  USA PATRIOT Act Notice

  	
   

  	
  125

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURES

  	
   

  	
  S-1

  



 


iv

















 


	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  Guarantors

  
	
  1.01

  	
   

  	
  Existing Letters of Credit

  
	
  2.01

  	
   

  	
  Commitments and Pro Rata Shares

  
	
  5.03

  	
   

  	
  Certain Authorizations

  
	
  5.05

  	
   

  	
  Material Debt and Liabilities

  
	
  5.08(c)

  	
   

  	
  Owned Real Property

  
	
  5.09(c)

  	
   

  	
  Treatment, Storage and Disposal Facilities

  
	
  5.13

  	
   

  	
  Subsidiaries and Other Equity Investments

  
	
  7.01(b) 

  	
   

  	
  Existing Liens

  
	
  7.02(e)

  	
   

  	
  Existing Indebtedness

  
	
  7.03(d) 

  	
   

  	
  Existing Investments

  
	
  10.02

  	
   

  	
  Administrative Agent’s Office, Certain Addresses for
  Notices

  



 


	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Form of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  Committed Loan Notice

  
	
  B

  	
   

  	
  Swing Line Loan Notice

  
	
  C-1

  	
   

  	
  Term Note

  
	
  C-2

  	
   

  	
  Revolving Credit Note

  
	
  D

  	
   

  	
  Compliance Certificate

  
	
  E

  	
   

  	
  Assignment and Assumption

  
	
  F

  	
   

  	
  Guaranty

  
	
  G

  	
   

  	
  Security Agreement

  
	
  H

  	
   

  	
  Mortgage

  
	
  I

  	
   

  	
  Solvency Certificate

  
	
  J-1

  	
   

  	
  Opinion Matters – Counsel to Loan Parties

  
	
  J-2

  	
   

  	
  Opinion Matters – Local Counsel to Loan Parties

  
	
  J-3

  	
   

  	
  Opinion Matters – General Counsel to Borrower

  
	
  K

  	
   

  	
  Incremental Term Facility Supplement

  
	
  L

  	
   

  	
  Joinder Agreement

  



 


v
















 


AMENDED AND RESTATED
CREDIT AGREEMENT


 


This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is
entered into as of March 29, 2007, among Alliant Techsystems Inc., a
Delaware corporation (the “Borrower”),
each lender from time to time party hereto (collectively, the “Lenders” and,
individually, a “Lender”),
the Swing Line Lender (as hereinafter defined) party hereto, each L/C Issuer
(as hereinafter defined) party hereto, BANK OF AMERICA, N.A., as Administrative
Agent (as hereinafter defined), CALYON, NEW YORK BRANCH (“Calyon”), as
Syndication Agent (as hereinafter defined), ROYAL BANK OF SCOTLAND and U.S.
BANK NATIONAL ASSOCIATION, as Co-Documentation Agents, BANC OF AMERICA
SECURITIES LLC (“BAS”)
and CALYON, as Joint Lead Arrangers, and BAS, as Sole Bookrunning Manager.


 


PRELIMINARY STATEMENTS:


 


The Borrower and certain of its Subsidiaries (as
hereinafter defined) have entered into the Credit Agreement, dated as of March 31,
2004, as amended by Amendment No. 1 dated as of May 5, 2005 (the “Existing Credit Agreement”)
with Bank of America, as administrative agent, with the lenders named therein
(the “Existing Lenders”)
and the other parties thereto.


 


In order to finance its ongoing working capital and
general corporate purposes, the Borrower has requested, and the Lenders have
agreed, to amend and restate the Existing Credit Agreement in order to permit
the Lenders to extend credit subject to the conditions set forth herein in the
form of (a) Term Loans to the Borrower as provided herein and (b) Revolving
Credit Loans to the Borrower as provided herein and ending on the Maturity Date
of which, at any time, not more than (i) $200,000,000 in aggregate
principal, notional or stated amount may be in the form of L/C Credit
Extensions provided by any L/C Issuer, and (ii) $40,000,000 in aggregate
principal amount may be in the form of Swing Line Loans provided by the Swing
Line Lender.


 


By execution of this Agreement, each of the Lenders
shall be deemed to have assumed from each of the Existing Lenders, as of the
Restatement Closing Date, an undivided interest in all of the rights and
obligations of the Existing Lenders under the Existing Credit Agreement such
that, after giving effect to such sale and assignment as of the Restatement
Closing Date, the Commitments of and the amount of Borrowings owing to each of
the Lenders will be set forth on Schedule 2.01.


 


In consideration of the mutual covenants and
agreements herein contained and subject to the satisfaction of the conditions
set forth in Section 4.01, the parties hereto agree to amend and restate
the Existing Credit Agreement, in its entirety, as follows:


 


1

















 


ARTICLE I


 


DEFINITIONS AND
ACCOUNTING TERMS


 


1.01         Defined
Terms.  As used in this Agreement,
the following terms shall have the meanings set forth below:


 


“Acquisition”
means, as to any Person, the purchase or other acquisition (in one transaction
or a series of transactions, including through a merger) of all of the Equity
Interests of another Person or all or substantially all of the property, assets
or business of another Person or of the assets constituting a business unit,
line of business or division of another Person.


 


“Additional
Revolving Credit Lender” means any Eligible Assignee who agrees
to provide Revolving Credit Commitments in accordance with the provisions of Section 2.14
in connection with a request for a Revolving Credit Commitment Increase.


 


“Additional Term
Loan Lender”
means any Eligible Assignee who agrees to provide Term Commitments in respect
of one of the Term Facilities in accordance with the provisions of Section 2.15
in connection with a request for a Term Commitment Increase.


 


“Administrative
Agent” means Bank of America in its capacity as administrative
agent under any of the Loan Documents, or any successor administrative agent.


 


“Administrative
Agent’s Office” means the Administrative Agent’s address and, as
appropriate, account as set forth on Schedule 10.02, or such other
address or account as the Administrative Agent may from time to time notify the
Borrower and the Lenders.


 


“Administrative
Questionnaire” means an administrative questionnaire in a form
supplied by the Administrative Agent.


 


“Affiliate”
means, with respect to any Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified. 
“Control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have
meanings correlative thereto.  Without
limiting the generality of the foregoing, a Person shall be deemed to be
Controlled by another Person if such other Person possesses, directly or
indirectly, power to vote 10% or more of the securities having ordinary voting
power for the election of directors, managing general partners or the
equivalent.


 


“Agent-Related
Persons” means the Administrative Agent and the other Agents,
together with the respective Affiliates (including, in the case of Bank of
America as Administrative Agent, BAS as an Arranger), and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.


 


“Agents”
means, collectively, the Administrative Agent, the Syndication Agent, the
Co-Documentation Agents and any other “collateral
agent” appointed pursuant to Section 9.01(c) and
for purposes of the Mortgages, any “supplemental
collateral agent”.


 


2

















 


“Aggregate
Commitments” means the Commitments of all the Lenders.


 


“Agreement”
means this Credit Agreement.


 


“Alternative
Currency” means each of Euro, Sterling, Yen and any other
currency that is readily available and freely transferable and convertible into
Dollars.


 


“Applicable
Rate” means for any day, (a) in case of the Revolving
Credit Loans and the Term A Loans, with respect to Base Rate Loans and
Eurodollar Rate Loans, and the commitment fee payable in respect of the
unutilized portion of the Revolving Credit Facility, the applicable rate per
annum set forth below in the grid captioned “Revolving Credit Facility and Term
A Facility — Applicable Rate”, under the captions “Base Rate Percentage”, “Eurodollar
Percentage” or “Commitment Fee” cited therein, as the case may be, based upon
the Senior Secured Credit Rating and (b) in the case of any Incremental
Term Loans, the applicable rate per annum set forth in the applicable
Incremental Term Facility Supplement for Base Rate Loans and Eurodollar Rate
Loans:


 


Revolving Credit
Facility and Term A Facility – Applicable Rate


 


	
  Pricing

  	
   

  	
  Senior Secured

  	
   

  	
  Commitment

  	
   

  	
  Eurodollar

  	
   

  	
  Base Rate

  	
   

  
	
  Level

  	
   

  	
  Credit Ratings

  	
   

  	
  Fee

  	
   

  	
  Percentage

  	
   

  	
  Percentage

  	
   

  
	
  1

  	
   

  	
  Baa2 or BBB

  	
   

  	
  0.175

  	
  %

  	
  0.750

  	
  %

  	
  0.000

  	
  %

  
	
  2

  	
   

  	
  Baa3 or BBB-

  	
   

  	
  0.200

  	
  %

  	
  0.875

  	
  %

  	
  0.000

  	
  %

  
	
  3

  	
   

  	
  Ba1 or BB+

  	
   

  	
  0.250

  	
  %

  	
  1.000

  	
  %

  	
  0.000

  	
  %

  
	
  4

  	
   

  	
  Ba2 or BB or no Senior Secured Credit Rating

  	
   

  	
  0.375

  	
  %

  	
  1.250

  	
  %

  	
  0.250

  	
  %

  



 


Any increase or decrease in the Applicable Rate
resulting from a change in the Senior Secured Credit Rating shall become
effective as of the first Business Day immediately following the date of such
change in Senior Secured Credit Rating.


 


“Appropriate
Lender” means, at any time, (a) with respect to any Term
Facility or the Revolving Credit Facility, a Lender that has a Commitment with
respect to such Facility at such time, (b) with respect to the Letter of
Credit Sublimit, (i) the appropriate L/C Issuer and (ii) if any
Letters of Credit have been issued pursuant to Section 2.03(a), the
Revolving Credit Lenders and (c) with respect to the Swing Line Facility, (i) the
Swing Line Lender and (ii) if any Swing Line Loans are outstanding
pursuant to Section 2.04(a), the Revolving Credit Lenders.


 


“Approved
Fund” has the meaning specified in Section 10.07(g).


 


“Arrangers”
means, collectively, (a) BAS, in its capacity as joint lead arranger and
sole bookrunning manager and (b) Calyon, in its capacity as joint lead
arranger.


 


“Assignable
Government Contract Claims” means any Government Contract Claims
that may be assignable pursuant to the Assignment of Claims Act and Assignment
of Claims Regulations.


 


3

















 


“Assigned
Government Contract Claims” means any Assignable Government
Contract Claims, with respect to which the applicable Loan Party shall have
duly complied with the provisions of Section 4(c) of the
Security Agreement.


 


“Assignment
and Assumption” means an Assignment and Assumption entered into
by a Lender and an assignee (with the consent of any party whose consent is
required by Section 10.07(b), and accepted by the Administrative Agent
substantially in the form of Exhibit E or any other form approved
by the Administrative Agent and consented to by the Borrower, which consent
shall not be unreasonably withheld or delayed.


 


“Assignment
of Claims Act” means the Assignment of Claims Act of 1940, as
amended, 31 U.S.C. § 3727 and 41 U.S.C. § 15, each as may be amended, modified
or superseded from time to time.


 


“Assignment
of Claims Regulations” means 48 C.F.R. subpart 32.8, the
supplemental provisions with respect to any Governmental Party contained in the
Federal Acquisition Regulation and each other provision of the Federal
Acquisition Regulation that may be applicable to 48 C.F.R. subpart 32.8, each
as may be amended, modified or superseded from time to time.


 


“Assignment
of Government Contract Claims” has the meaning specified in the
Security Agreement.


 


“Attorney
Costs” means and includes all fees, expenses and disbursements
of any law firm or other external counsel and all out-of-pocket expenses and
disbursements of internal counsel.


 


“Attributable
Indebtedness” means, on any date, (a) in respect of any
Capitalized Lease of any Person, the capitalized amount of all obligations of
such Person in respect thereof that would appear on a balance sheet of such
Person prepared as of such date in accordance with GAAP, (b) in respect of
any Synthetic Lease, the capitalized amount of the remaining Synthetic Lease
Obligations in respect of such Synthetic Lease that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP if such
Synthetic Lease were accounted for as a Capitalized Lease and (c) in
respect of any Securitization Transaction of any Person, the outstanding
principal amount of such financing, after taking into account reserve accounts.


 


“Audited
Financial Statements” means the audited consolidated balance
sheet of the Borrower and its consolidated Subsidiaries for the fiscal year
ended March 31, 2006, and the related consolidated statements of income or
operations, shareholders’ equity and cash flows for such fiscal year of the
Borrower and its consolidated Subsidiaries, including the notes thereto.


 


“Auto-Extension
Letter of Credit” has the meaning specified in Section 2.03(b)(iii).


 


“Availability
Period” means, in the case of the Revolving Credit Facility, the
period from and including the Restatement Closing Date to the earliest of (a) the
Maturity Date


 


4

















 


for the Revolving Credit Facility, (b) the date
of termination of the Revolving Credit Commitments pursuant to Section 2.06,
and (c) the date of termination of the commitment of each Revolving Credit
Lender to make Revolving Credit Loans and of the obligations of the L/C Issuers
to make L/C Credit Extensions pursuant to Section 8.02.


 


“Bank
of America” means Bank of America, N.A. and its successors.


 


“BAS”
means Banc of America Securities LLC and its successors.


 


“Base
Rate” means, for any day, a fluctuating rate per annum equal to
the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the
rate of interest in effect for such day as publicly announced from time to time
by Bank of America as its “prime rate”. 
The “prime rate” is a rate set by Bank of America based upon various
factors including Bank of America’s costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate.  Any change in such rate announced by Bank of
America shall take effect at the opening of business on the day specified in
the public announcement of such change.


 


“Base
Rate Loan” means a Loan that bears interest based on the Base
Rate.


 


“Borrower”
has the meaning specified in the introductory paragraph hereto.


 


“Borrower
Materials” has the meaning specified in Section 6.02.


 


“Borrowing”
means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing,
as the context may require.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized or required to close under the Laws of,
or are in fact closed in, the state where the Administrative Agent’s Office is
located and under the Laws of the State of New York and, if such day relates to
any Eurodollar Rate Loan, including, without limitation, determination,
fundings or payments in connection therewith, means any such day on which
dealings in Dollar deposits are conducted by and between banks in the London
interbank eurodollar market.


 


“Calyon”
means Calyon, New York Branch and its successors.


 


“Capitalized
Leases” means, with respect to any Person, all leases that have
been or should be, in accordance with GAAP, recorded as capitalized leases, on
the balance sheet of such Person.


 


“Cash
Collateralize” has the meaning specified in Section 2.03(g).


 


“Cash
Equivalents” means any of the following types of Investments, to
the extent owned by the Borrower or any of its Subsidiaries free and clear of
all Liens (other than Liens created under the Collateral Documents and
Specified Statutory Liens and, solely for purposes of Investments under Section 7.03(a),
any other Permitted Liens):


 


5

















 


(a)           readily marketable obligations issued
or directly and fully guaranteed or insured by the United States of America or
any agency or instrumentality thereof having maturities of not more than 360
days from the date of acquisition thereof; provided that the full faith
and credit of the United States of America is pledged in support thereof;


 


(b)           readily marketable direct obligations
issued by any state of the United States of America or any political
subdivision of any such state or any public instrumentality thereof, in each
case maturing within one year after the date of acquisition thereof and having,
at the time of the acquisition thereof, a rating of at least P-1 from Moody’s
or at least A-1 from S&P;


 


(c)           time deposits with, or insured
certificates of deposit or bankers’ acceptances of, any commercial bank or
trust company that (i) (A) is a Lender, (B) is organized under
the laws of the United States of America, any state thereof or the District of
Columbia or is the principal banking subsidiary of a bank holding company
organized under the laws of the United States of America, any state thereof or
the District of Columbia, and is a member of the Federal Reserve System, or (C) any
branch of a commercial bank that is organized in a jurisdiction outside of the
United States so long as such branch is a licensed “bank” under the laws of the
United States, any state thereof or the District of Columbia and is a member of
the Federal Reserve System, (ii) issues (or the parent of which issues)
commercial paper rated as described in clause (d) of this definition and (iii) has
combined capital and surplus of at least $500,000,000, in each case with
maturities of not more than 360 days from the date of acquisition thereof;


 


(d)           commercial paper issued by any Person
organized under the laws of any state of the United States of America and rated
at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1”
(or the then equivalent grade) by S&P, in each case with maturities of not
more than 360 days from the date of acquisition thereof; and


 


(e)           Investments, classified in accordance
with GAAP as current assets of the Borrower or any of its Subsidiaries, in
money market investment programs or mutual funds registered under the
Investment Company Act of 1940, which are administered by financial
institutions that have the highest rating obtainable from either Moody’s or
S&P, and substantially all the assets of which are Investments of the
character, quality and maturity described in clauses (a), (b), (c) and (d) of
this definition;


 


(f)            repurchase obligations entered into
with any commercial bank or trust company meeting the criteria specified in
clause (c) above, covering the securities of the type described in clauses
(a) and (b) above; and


 


(g)           tax exempted instruments including,
without limitation, municipal bonds, auction rate preferred stock and variable
rate demand obligations with the highest short-term ratings by either Moody’s
or S&P or a long-term rating of Aaa by Moody’s or AAA by S&P maturing
within 360 days after the acquisition thereof.


 


“CERCLA”
means the Comprehensive Environmental Response, Compensation and Liability Act
of 1980.


 


6

















 


“CERCLIS”
means the Comprehensive Environmental Response, Compensation and Liability
Information System maintained by the U.S. Environmental Protection Agency.


 


“Change
of Control” means, an event or series of events by which:


 


(a)           any “person” or “group” (as such
terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of
such person or its subsidiaries, and any person or entity acting in its
capacity as trustee, agent or other fiduciary or administrator of any such
plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5
under the Securities Exchange Act of 1934, except that a person or group shall
be deemed to have “beneficial ownership” of all securities that such person or
group has the right to acquire (such right, an “option right”), whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of 35% or more of the equity securities of the Borrower entitled to
vote for members of the board of directors or equivalent governing body of the
Borrower on a fully-diluted basis (and taking into account all such securities
that such person or group has the right to acquire pursuant to any option
right); or


 


(b)           during any period of 12 consecutive
calendar months, a majority of the members of the board of directors or other
equivalent governing body of the Borrower cease to be composed of individuals (i) who
were members of that board or equivalent governing body on the first day of
such period, (ii) whose election or nomination to that board or equivalent
governing body was approved by individuals referred to in clause (i) above
constituting at the time of such election or nomination at least a majority of
that board or equivalent governing body or (iii) whose election or
nomination to that board or other equivalent governing body was approved by
individuals referred to in clauses (i) and (ii) above constituting at
the time of such election or nomination at least a majority of that board or
equivalent governing body, or


 


(c)           a “change of control” in the Senior Subordinated
Notes Indenture, “fundamental change” in the Convertible Notes Indenture and
any such term or any comparable term defined or used in, or comparable event
described under, any Material Debt Documents shall have occurred in respect of
the Borrower.


 


“Code”
means the Internal Revenue Code of 1986 as amended from time to time.


 


“Collateral”
means all of the “Collateral” and
“Mortgaged Property” referred to
in the Collateral Documents and all of the other property and assets that are
or are intended under the express terms of the Collateral Documents to be
subject to Liens in favor of the Administrative Agent for the benefit of the
Secured Parties.


 


“Collateral
Account” has the meaning specified in the Security Agreement.


 


“Collateral
Documents” means, collectively, the Security Agreement, the
Intellectual Property Security Agreement, the Mortgages, Mortgage
Modifications, Security Agreement Supplements, IP Security Agreement
Supplements, and any other mortgages, security agreements, pledge agreements,
collateral assignments or other similar agreements delivered to


 


7

















 


the Administrative Agent or otherwise for the benefit
of the Lenders pursuant to Section 6.12, and each of the other
agreements, instruments or documents that creates or purports to create a Lien
in favor of the Administrative Agent for the benefit of the Secured Parties.


 


“Commitment”
means a Term Commitment or a Revolving Credit Commitment, as the context may
require.


 


“Committed
Loan Notice” means a notice of (a) a Term Loan Borrowing, (b) a
Revolving Credit Borrowing, (c) a conversion (which shall not constitute a
new Borrowing) of Loans from one Type to the other, or (d) a continuation
(which shall not constitute a new Borrowing) of Eurodollar Rate Loans, pursuant
to Section 2.02(a), which, if in writing, shall be substantially in
the form of Exhibit A.


 


“Company
Stock” means the capital stock of the Borrower other than any
Disqualified Equity Interests.


 


“Compensation
Period” has the meaning specified in Section 2.12(c)(ii).


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit D.


 


“Consolidated
EBITDA” means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net
Income for such period plus the following to the extent deducted in
calculating such Consolidated Net Income: 
(i) Consolidated Interest Charges for such period, (ii) income
tax expense for such period, (iii) depreciation and amortization for such
period, (iv) non-recurring or extraordinary expenses which do not
represent a cash item in such period and are not expected to represent a cash
item in any future period occurring during the term of this Agreement, (v) write
off of deferred financing costs, (vi) non-cash charges related to
stock-based employee compensation, (vii) charges associated with the
mark-to-market of non-qualifying Swap Contracts and (viii) impairment
charges or write-offs with respect to goodwill and other intangible assets, and
minus net income of all SPV Subsidiaries that has not been distributed
to the Borrower or any of its other Subsidiaries and the Indebtedness of which
has been excluded from Consolidated Indebtedness pursuant to clause (h) of
the definition of “Consolidated Funded Indebtedness”.


 


“Consolidated
Funded Indebtedness” means, as of any date of determination, for
the Borrower and its Subsidiaries on a consolidated basis, without duplication,
the sum of (a) the outstanding principal amount of all obligations, whether
current or long-term, for borrowed money (including Obligations hereunder) and
all obligations evidenced by bonds, debentures, notes, loan agreements or other
similar instruments, (b) the outstanding principal amount of all purchase
money Indebtedness, (c) all direct or contingent obligations arising under
Financial Letters of Credit, bankers’ acceptances, bank guaranties and similar
instruments at such time, (d) all obligations in respect of the deferred
purchase price of property or services (other than trade accounts payable in
the ordinary course of business), (e) Attributable Indebtedness, (f) all
obligations in respect of Disqualified Equity Interests, (g) without
duplication, all Guarantees (other than Performance Guarantees) with respect to
outstanding Indebtedness of the types specified in clauses (a) through (f) above
of Persons other than the Borrower or any Subsidiary,


 


8

















 


and (h) all Indebtedness of the types referred to
in clauses (a) through (g) above of any partnership or joint venture
(other than a joint venture that is itself a corporation or limited liability
company or other legal entity in respect of which the equity holders are not
liable for the obligations of such entity as a matter of law) in which the
Borrower or a Subsidiary (other than a SPV Subsidiary, provided that
Indebtedness under this clause (h) of SPV Subsidiaries shall be excluded
from the calculation in this clause (h) only to the extent that the
aggregate principal amount of such Indebtedness does not exceed $100,000,000)
is a general partner or joint venturer, unless such Indebtedness is expressly
made non-recourse to the Borrower or such Subsidiary (subject to customary
exceptions).


 


“Consolidated
Interest Charges” means, for any period, for the Borrower and
its Subsidiaries on a consolidated basis, the sum of (a) all interest,
premium payments, debt discount, fees, charges and related expenses (but not
amortization or write-off of the costs of issuance) of the Borrower and its
Subsidiaries in connection with borrowed money (including capitalized interest)
or in connection with the deferred purchase price of assets, in each case to
the extent treated as interest in accordance with GAAP and (b) the portion
of rent expense of the Borrower and its Subsidiaries on a consolidated basis
with respect to such period under Capitalized Leases that is treated as
interest in accordance with GAAP.


 


“Consolidated
Interest Coverage Ratio” means, as of any date of determination,
the ratio of (a) Consolidated EBITDA for the period of the four prior
fiscal quarters ending on such date to (b) Consolidated Interest
Charges for such period; provided that Consolidated EBITDA and
Consolidated Interest Charges for such four fiscal quarter period or other
applicable period shall be determined on a pro
forma basis with respect to any Subject Disposition or any
Acquisition (together with any related transactions, including, without
limitation, the incurrence, assumption, refinancing or repayment of any
Indebtedness) as if such Disposition or Acquisition had occurred in the first
day of such period.


 


“Consolidated
Leverage Ratio” means, as of any date of determination, the
ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated
EBITDA for the most recent four fiscal quarter period ended as of the last
fiscal period for which financial statements were required to have been
delivered pursuant to Section 6.01; provided that
Consolidated EBITDA and Consolidated Funded Indebtedness for such four fiscal
quarter period or other applicable period shall be determined on a pro forma basis with respect to any
Subject Disposition or any Acquisition as if such Disposition or Acquisition
had occurred in the first day of such period.


 


“Consolidated
Net Income” means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, the net income of the Borrower and its
Subsidiaries (excluding (i) all extraordinary noncash gains and (ii) extraordinary
noncash losses).


 


“Consolidated
Senior Leverage Ratio” means, as of any date of determination,
the ratio of (a) Consolidated Funded Indebtedness, which constitutes
Senior Debt, as of such date to (b) Consolidated EBITDA for the
four fiscal quarter period ended as of the last fiscal period for which
financial statements were required to have been delivered pursuant to Section 6.01;
provided that Consolidated EBITDA and Consolidated Funded Indebtedness,
which constitutes Senior Debt for such four fiscal quarter period or other
applicable period shall be determined on


 


9

















 


a pro forma
basis with respect to any Subject Disposition or any Acquisition (together with
any related transactions, including, without limitation, the incurrence,
assumption, refinancing or repayment of any Indebtedness) as if such
Disposition or Acquisition had occurred in the first day of such period.


 


“Contractual
Obligation” means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.


 


“Control”
has the meaning specified in the definition of “Affiliate.”


 


“Convertible
Notes Documents” means the Convertible Notes Indenture, the
Convertible Notes and all other agreements, instruments and other documents
pursuant to which the Convertible Notes have been issued or otherwise setting
forth the terms of the Convertible Notes, in each case as such agreement,
instrument or other document may be amended, supplemented or otherwise modified
from time to time in accordance with the terms thereof, but to the extent
permitted under the terms of the Loan Documents.


 


“Convertible
Notes Indenture” means (i) the indenture dated as of February 19,
2004, among the Borrower, certain Subsidiaries of the Borrower party thereto,
as guarantors, and BNY Midwest Trust Company, as trustee, (ii) the
indenture dated as of August 13, 2004, among the Borrower, certain
Subsidiaries of the Borrower party thereto, as guarantors, and BNY Midwest
Trust Company, as trustee; and (iii) the indenture dated as of September 12,
2006, among the Borrower, certain Subsidiaries of the Borrower party thereto,
as guarantors, and The Bank of New York Trust Company N.A., as trustee, as each
such Indenture may be amended, supplemented or otherwise modified from time to
time in accordance with the terms thereof, but to the extent permitted under
the terms of the Loan Documents.


 


“Convertible
Notes” means (a) the 2.75% convertible senior subordinated
notes due February 15, 2024 in an aggregate original principal amount of
$280,000,000, (b) the 2.75% convertible senior subordinated notes due September 15,
2011 in an aggregate principal amount of $300,000,000, and (c) the 3.00%
convertible senior subordinated notes due August 15, 2024 in an aggregate
principal amount of $200,000,000.


 


“Credit
Extension” means each of the following: (a) a Borrowing and
(b) an L/C Credit Extension.


 


“Debtor
Relief Laws” means the Bankruptcy Code of the United States, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights
of creditors generally.


 


“Default”
means any event or condition that constitutes an Event of Default or that, with
the giving of any notice, the passage of time, or both, would be an Event of
Default (it being understood that if any default is cured or waived prior to
becoming an Event of Default, such default shall no longer constitute a
Default).


 


10

















 


“Default
Rate” means (a) when used with respect to Obligations other
than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus
(ii) the Applicable Rate, if any, applicable to Base Rate Loans plus
(iii) 2.0% per annum; provided, however, that with respect
to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to
the interest rate (including any Applicable Rate) otherwise applicable to such
Loan plus 2.0% per annum and (b) when used with respect to Letter of
Credit Fees, a rate equal to the applicable Letter of Credit Fee plus 2% per
annum, in all cases to the fullest extent permitted by applicable Laws.


 


“Defaulting
Lender” means any Lender that (a) has failed to fund any
portion of the Term Loans, Revolving Credit Loans, participations in L/C
Obligations or participations in Swing Line Loans required to be funded by it
hereunder within one Business Day of the date required to be funded by it
hereunder, and such failure has not been cured, (b) has otherwise failed
to pay over to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within one Business Day of the date when
due, and such failure has not been cured, unless the subject of a good faith
dispute, or (c) has been deemed insolvent or become the subject of a
bankruptcy or insolvency proceeding.


 


“Disposition”
or “Dispose”
means the sale, transfer, license, lease or other disposition (including any
sale and leaseback transaction) of any property by any Person (or the granting
of any option or other right to do any of the foregoing), including any sale,
assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated therewith.


 


“Disqualified
Equity Interests” means, as to any Person, any Equity Interests
of such Person or any other Person which, pursuant to the certificate of
designation, or other corporate document or other agreement governing the terms
thereof, such Person is obligated to purchase, redeem, retire, defease or
otherwise acquire for value such Equity Interests or any warrants, rights or
options to acquire such Equity Interests, on or prior to the date that is 91
days after (x) the latest scheduled Maturity Date of any Term Facility or (y) if
later, or if no Term Facility is in effect, the scheduled Maturity Date of the
Revolving Credit Facility; the amount of the obligation to purchase, redeem,
retire, defease or acquire any of the foregoing shall be with respect to (a) preferred
Equity Interests, the liquidation preference or value of all shares, units or
interests (including all accrued, accreted and paid-in-kind amounts as of any
date of determination) in respect of such Disqualified Equity Interests, and (b) all
other Equity Interests, the aggregate amount of all such obligations in respect
of such Disqualified Equity Interests as of any date of determination.


 


“Documentary
Letter of Credit” means any Letter of Credit that is a
documentary letter of credit.


 


“Dollar”
and “$”
mean lawful money of the United States.


 


“Domestic
Subsidiary” means any Subsidiary that is organized under the
laws of any political subdivision of the United States.


 


“Eligible
Assignee” has the meaning specified in Section 10.07(g).


 


11

















 


“Environmental
Action” means any claim, order, notice of violation, or notice
of potential liability, issued against the Borrower or any of its Subsidiaries,
or any proceeding or governmental investigation, instituted with respect to the
Borrower or any of its Subsidiaries, under or pursuant to any Environmental
Law.


 


“Environmental
Laws” means any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
Hazardous Materials or wastes, air emissions and discharges to waste or public
systems.


 


“Environmental
Liability” means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation,
fines, penalties or indemnities), of the Borrower, any other Loan Party or any
of their respective Subsidiaries directly or indirectly resulting from or based
upon (a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the Release or
threatened Release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.


 


“Environmental
Lien” means any Lien in favor of any Governmental Authority for
Environmental Liabilities.


 


“Environmental
Permit” means any permit, approval, identification number,
license or other authorization required under any Environmental Law.


 


“Equity
Interests” means, with respect to any Person, all of the shares
of capital stock of (or other ownership or profit interests in) such Person,
all of the warrants, options or other rights for the purchase or acquisition
from such Person of shares of capital stock of (or other ownership or profit
interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit
interests in) such Person or warrants, rights or options for the purchase or
acquisition from such Person of such shares (or such other interests), and all
of the other ownership or profit interests in such Person (including, without
limitation, partnership, member or trust interests therein), whether voting or
nonvoting, and whether or not such shares, warrants, options, rights or other
interests are outstanding on any date of determination.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974.


 


“ERISA
Affiliate” means any trade or business (whether or not
incorporated) under common control with any Loan Party within the meaning of Section 414(b) or
(c) of the Code (and Sections 414(m) and (o) of the
Code for purposes of provisions relating to Section 412 of the
Code).


 


“ERISA
Event” means (a) a Reportable Event with respect to a
Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate
from a Pension Plan subject to


 


12

















 


Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA)
or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan
is in reorganization; (d) the filing of a notice of intent to terminate,
the treatment of a Pension Plan or a Multiemployer Plan amendment as a
termination under Sections 4041 or 4041A of ERISA, or the commencement
of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an
event or condition which constitutes grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer,
any Pension Plan or Multiemployer Plan; or (f) the imposition of any material
liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon any Loan Party or any
ERISA Affiliate.


 


“Euro”
or “€”
means lawful money of the European Union.


 


“Eurodollar
Rate” means for any Interest Period with respect to a Eurodollar
Rate Loan:


 


(a)           the rate per annum (rounded upward to
the nearest 1/100 of 1%) equal to the rate determined by the Administrative
Agent to be the offered rate as published by Reuters (or other commercially
available source as designated by the Administrative Agent from time to time)
that displays an average British Bankers Association Interest Settlement Rate
for deposits in Dollars (for delivery on the first day of such Interest Period)
with a term equivalent to such Interest Period, determined as of approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period, or


 


(b)           if the rate referenced in the
preceding clause (a) does not appear on such page or service or such page or
service shall not be available, the rate per annum (rounded upward to the
nearest 1/100 of 1%) equal to the rate determined by the Administrative Agent
to be the offered rate on such other page or other service that displays
an average British Bankers Association Interest Settlement Rate for deposits in
Dollars (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period, determined as of approximately 11:00 a.m.
(London, England time) two Business Days prior to the first day of such
Interest Period, or


 


(c)           if the rates referenced in the
preceding clauses (a) and (b) are not available, the rate per annum
(rounded upward to the nearest 1/100 of 1%) determined by the Administrative
Agent as the rate of interest at which deposits in Dollars for delivery on the
first day of such Interest Period in same day funds in the approximate amount
of the Eurodollar Rate Loan being made, continued or converted by Bank of
America and with a term equivalent to such Interest Period would be offered by
Bank of America’s London Branch to major banks in the London interbank
eurodollar market at their request at approximately 4:00 p.m. (London,
England time) two Business Days prior to the first day of such Interest Period.


 


13

















 


“Eurodollar
Rate Loan” means a Loan that bears interest at a rate based on
the Eurodollar Rate.


 


“Event
of Default” has the meaning specified in Section 8.01.


 


“Excluded
Joint Venture” means (a) any Person described in clause (a) of
the definition of Joint Venture or (b) any other Joint Venture that is
entered into in accordance with Section 7.03(g) and designated as an
Excluded Joint Venture by the Borrower and certified by the Borrower as being
entered into in compliance with Section 7.03(g).


 


“Existing
Credit Agreement” has the meaning specified in the Preliminary
Statements hereto.


 


“Existing
Letters of Credit” means the letters of credit described on Schedule
1.01 hereto.


 


“Existing
Lenders” has the meaning specified in the Preliminary Statements
hereto.


 


“Existing
Mortgages” means each Mortgage previously delivered under the
Existing Credit Agreement.


 


“Extraordinary
Receipt” means any cash received by or paid to or for the
account of any Person from proceeds of casualty insurance and condemnation
awards (and payments in lieu thereof).


 


“Facility”
means the Term Facilities, the Revolving Credit Facility, the Swing Line
Sublimit or the Letter of Credit Sublimit, as the context may require.


 


“Federal
Acquisition Regulation” means the Federal Acquisition
Regulation, Title 48 of the Code of Federal Regulations, as amended, modified
and supplemented from time to time.


 


“Federal
Funds Rate” means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (b) if no such rate is so published on such
next succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Bank of America on such day on such transactions as determined by
the Administrative Agent.


 


“Fee
Letter” means, collectively, (a) the letter agreement,
dated February 27, 2007, among the Borrower, BAS and Bank of America and (b) the
letter agreement, dated April 11, 2005 among the Borrower, BAS and Bank of
America.


 


14

















 


“Foreign
Government Scheme or Arrangement” has the meaning specified in Section 5.12(d).


 


“Financial
Letter of Credit” means any Letter of Credit that is not a
Performance Letter of Credit or Documentary Letter of Credit.


 


“Foreign
Lender” has the meaning specified in Section 10.15(a)(i).


 


“Foreign
Subsidiary” means any Subsidiary that is not a Domestic
Subsidiary.


 


“FRB”
means the Board of Governors of the Federal Reserve System of the United
States.


 


“Fund”
has the meaning specified in Section 10.07(g).


 


“Funding
Indemnity Agreement” means the Funding Indemnity Agreement,
dated May 5, 2005, duly executed and delivered by the Borrower to the
Administrative Agent.


 


“GAAP”
means generally accepted accounting principles in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board consistently
applied.


 


“Government
Contract” means any contract (as that term is defined in 48
C.F.R. § 2.101) between any Person and any Governmental Party; provided,
that unless otherwise specified, all references to “Government Contract”
or to “Government
Contracts” shall refer to such contracts between any Loan Party
and any Governmental Party.


 


“Government
Contract Claim” means any claims for or right to the payment of
moneys due or to become due under any Government Contract.


 


“Governmental
Authority” means the government of any nation, any state or
other political subdivision thereof, and any agency, authority,
instrumentality, regulatory body, court, administrative tribunal, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government.


 


“Governmental
Party” means the United States Government (as used in 31 U.S.C.
§ 3727), the Government (as used in 48 C.F.R. subpart 32.8), the United States
of America, the executive branch of the United States of America or any
department or agency of any of the foregoing.


 


“Governmental
Requirement” means all Laws, judgments, orders, writs,
injunctions, opinions, decrees, awards, tariff requirements, franchises,
permits, certificates, licenses, authorizations, interpretations and the like
and any other requirements of any Governmental Authority.


 


“Granting
Lender” has the meaning specified in Section 10.07(h).


 


15

















 


“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of
such Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of
such Person, direct or indirect, (i) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness or other
obligation, (ii) to purchase or lease property, securities or services for
the purpose of assuring the obligee in respect of such Indebtedness or other
obligation of the payment or performance of such Indebtedness or other
obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation, or (iv) entered into for the purpose of
assuring in any other manner the obligee in respect of such Indebtedness or
other obligation of the payment or performance thereof or to protect such
obligee against loss in respect thereof (in whole or in part), or (b) any
Lien on any assets of such Person securing any Indebtedness or other obligation
of any other Person, whether or not such Indebtedness or other obligation is
assumed by such Person (or any right, contingent or otherwise, of any holder of
such Indebtedness to obtain any such Lien); provided, however,
that the term Guarantee shall not include endorsements of instruments for
deposit or collection in the ordinary course of business.  The amount of any Guarantee shall be deemed
to be an amount equal to the lesser of (A) the stated or determinable
amount of the related primary obligation and (ii) the portion thereof
expressly stated to be so guaranteed, in respect of which such Guarantee is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good
faith.  The term “Guarantee” as a verb
has a corresponding meaning.


 


“Guarantors”
means, collectively, the Subsidiaries of the Borrower listed on Schedule I
and each other Subsidiary (other than ATK Insurance Company, COI Ceramics, Inc.
and, to the extent permitted by Section 7.11, any Excluded Joint
Ventures) of the Borrower that shall be required to execute and deliver a
guaranty or guaranty supplement pursuant to Section 6.12.


 


“Guaranty”
means, collectively, the Subsidiary Guaranty made by the Guarantors in favor of
the Administrative Agent on behalf of the Lenders, substantially in the form of
Exhibit F, together with each other guaranty and guaranty
supplement delivered pursuant to Section 6.12.


 


“Hazardous
Materials” means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.


 


“Hedge
Bank” means any Person that is a Lender or an Affiliate of a
Lender, in its capacity as a party to a Secured Hedge Agreement.


 


“Honor
Date” has the meaning specified in Section 2.03(c)(i).


 


“Increase
Effective Date” has the meaning specified in Section 2.14(b).


 


16
















 


“Incremental
Effective Date” has the meaning specified in Section 2.15(c).


 


“Incremental
Term Borrowing” means, in respect of any Incremental Term
Facility, a borrowing consisting of simultaneous Incremental Term Loans of the
same Type and, in the case of Eurodollar Rate Loans, having the same Interest
Period made by each of the applicable Incremental Term Lenders in accordance
with the provisions of Section 2.01(b) and Section 2.15.


 


“Incremental
Term Commitment” means, as to each Incremental Term Lender in
respect of an Incremental Term Facility, its obligation to make Incremental
Term Loans to the Borrower pursuant to the applicable Incremental Term Facility
Supplement and Section 2.01(b) in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite
such Lender’s name on Schedule I to such Incremental Term Facility
Supplement under the caption “Incremental Term Commitment” in the Assignment
and Assumption pursuant to which such Lender becomes a party hereto, as applicable,
as such amount may be increased pursuant to Section 2.15 hereof or
as such amount may be otherwise adjusted from time to time in accordance with
this Agreement.


 


“Incremental
Term Facility” has the meaning set forth in Section 2.15(a).


 


“Incremental
Term Facility Closing Date” means in respect of an Incremental
Term Facility any date on which all of the conditions to funding of the
Incremental Term Loans under such Incremental Term Facility are satisfied and
the applicable Lenders advance Incremental Term Loans.


 


“Incremental
Term Facility Supplement” means a supplement to this Agreement,
in substantially the form of Exhibit M hereto, delivered pursuant
to Section 2.15(a).


 


“Incremental
Term Loan” means an advance made by any Incremental Term Lender
under an Incremental Term Loan Facility.


 


“Incremental
Term Loan Lender” means each Lender (including any Additional
Term Loan Lender) having an Incremental Term Loan.


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance
with GAAP:


 


(a)           all obligations of such Person for
borrowed money and all obligations of such Person evidenced by bonds,
debentures, notes, loan agreements or other similar instruments;


 


(b)           the maximum amount of all direct or
contingent obligations of such Person arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds and similar instruments;


 


(c)           solely for purposes of any
determination under Section 8.01, the Swap Termination Value of any
Swap Contract of such Person;


 


17

















 


(d)           all obligations of such Person to pay
the deferred purchase price of property or services (other than trade accounts
payable in the ordinary course of business);


 


(e)           Indebtedness of the type described in
clauses (a) through (d) above and clauses (f) through (h) below
(excluding prepaid interest thereon) of others secured by a Lien on property
owned by such Person (including obligations arising under conditional sales or
other title retention agreements), whether or not such Indebtedness shall have
been assumed by such Person or is limited in recourse (the amount of such
Indebtedness being the lesser of (i) the principal amount of such
Indebtedness and (ii) the book value of any assets subject to such Lien);


 


(f)            all Attributable Indebtedness of
such Person;


 


(g)           all obligations of such Person in
respect of Disqualified Equity Interests; and


 


(h)           all Guarantees (other than
Performance Guarantees) of such Person in respect of any of the foregoing.


 


For all purposes hereof, the Indebtedness of any
Person shall include the Indebtedness of any partnership or joint venture
(other than a joint venture that is itself a corporation or limited liability
company or other legal entity in respect of which the equity holders are not
liable for the obligations of such entity as a matter of law) in which such
Person is a general partner or a joint venturer, unless such Indebtedness is
expressly made non-recourse to such Person.


 


“Indemnified
Liabilities” has the meaning specified in Section 10.05.


 


“Indemnitees”
has the meaning specified in Section 10.05.


 


“Information”
has the meaning specified in Section 10.08.


 


Intellectual
Property Security Agreement” has the meaning specified in Section 15(F) of
the Security Agreement together with each other intellectual property security
agreement and IP Security Agreement Supplement delivered pursuant to Section 6.12,
in each case as amended.


 


“Interest
Payment Date” means (a) as to any Eurodollar Rate Loan, the
last day of each Interest Period applicable to such Loan and the Maturity Date
of the Facility under which such Loan was made; provided, however,
that if any Interest Period for a Eurodollar Rate Loan exceeds three months,
the respective dates that fall every three months after the beginning of such
Interest Period shall also be Interest Payment Dates; and (b) as to any
Base Rate Loan (including a Swing Line Loan), the last Business Day of each
March, June, September and December and the Maturity Date of the
Facility under which such Loan was made, commencing on June 29, 2007.


 


18

















 


“Interest
Period” means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to
or continued as a Eurodollar Rate Loan and ending on the date one, two, three
or six months thereafter, as selected by the Borrower in its Committed Loan
Notice or nine or twelve months if requested by the Borrower and available from
the Appropriate Lenders; provided that:


 


(i)            any Interest Period that would
otherwise end on a day that is not a Business Day shall be extended to the next
succeeding Business Day unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on the immediately
preceding Business Day;


 


(ii)           any Interest Period that begins on
the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month at the end of
such Interest Period; and


 


(iii)          no Interest Period shall extend beyond
the Maturity Date of the Facility under which such Loan was made.


 


“Investment”
means, as to any Person, any direct or indirect investment by such Person,
including, without limitation, (a) the purchase or other acquisition of
Equity Interests or debt of another Person, (b) a loan, advance or capital
contribution to, Guarantee or assumption of debt of, or purchase or other
acquisition of any other debt or equity participation or interest in, another
Person, including any partnership or joint venture interest in such other
Person and any arrangement pursuant to which the investor incurs debt of the
type referred to in clause (h) of the definition of “Indebtedness”
set forth in this Section 1.01 in respect of such Person, or (c) the
purchase or other acquisition, in one transaction or a series of transactions,
of assets of another Person that constitute a business unit or all or a
substantial part of the business of such Person or any other Acquisition.  For purposes of covenant compliance, the
amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such
Investment but net of proceeds, payments and other returns thereon.


 


“IP
Rights” has the meaning specified in Section 5.17.


 


“IP
Security Agreement Supplement” has the meaning specified in Section 15(g) of
the Security Agreement.


 


“IRS”
means the United States Internal Revenue Service.


 


“ISDA
Master Agreement” means the Master Agreement
(Multicurrency-Cross Border) published by the International Swap and
Derivatives Association, Inc., as in effect from time to time.


 


“ISP”
means, with respect to any Letter of Credit, the “International Standby
Practices 1998” published by the Institute of International Banking Law &
Practice, Inc. (or such later version thereof as may be in effect at the
time of issuance).


 


19

















 


“Issuer
Documents” means with respect to any Letter of Credit, the
Letter of Credit Application, and any other document, agreement and instrument
entered into by the L/C Issuers and the Borrower (or any Subsidiary) or in
favor of the L/C Issuers and relating to any such Letter of Credit.


 


“Joinder
Agreement” means a joinder agreement, in substantially the form
of Exhibit L hereto, pursuant to which an Eligible Assignee becomes
a Revolving Credit Lender pursuant to Section 2.14 or a Term Lender
under a Term Loan Facility pursuant to Section 2.15.


 


“Joint
Venture” means (a) (i) any corporation, partnership,
limited liability company or other business entity (any such Person, a “Business Entity”) in
which the Borrower beneficially owns at least 20% but less than a majority of
the shares of securities or other interests having ordinary voting power for
the election of directors or other governing body of such Business Entity or (ii) any
Business Entity in which the Borrower beneficially owns at least 20% of the
economic Equity Interests and directly or indirectly controls through one or
more intermediaries at least 20% but less than a majority of the management of
such Business Entity, or (b) any Subsidiary of the Borrower at least 40%
of the shares of securities or other interests having ordinary voting power for
the election of directors or other governing body is beneficially owned by, or
the management of which is at least 40% is controlled, directly or indirectly,
through one or more intermediaries, by one or more Business Entities other than
the Borrower or any of its Subsidiaries engaged in substantially one or more of
the businesses in which the Borrower and its Subsidiaries are engaged.


 


“Laws”
means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses, authorizations
and permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.


 


“L/C
Advance” means, with respect to each Revolving Credit Lender,
such Lender’s funding of its participation in any L/C Borrowing in accordance
with its Pro Rata Share.


 


“L/C
Borrowing” means an extension of credit resulting from a drawing
under any Letter of Credit which has neither been reimbursed on the date when
made nor refinanced as a Revolving Credit Borrowing.


 


“L/C
Credit Extension” means, with respect to any Letter of Credit,
the issuance thereof or extension of the expiry date thereof, or the increase
of the amount thereof.


 


“L/C
Issuers” means (a) Bank of America, U.S. Bank and Calyon,
each in its capacity as issuer of Letters of Credit hereunder, or any successor
issuer of Letters of Credit hereunder and (b) with respect to the Existing
Letters of Credit, Bank of America, Credit Lyonnais New York Branch and U.S.
Bank.


 


20

















 


“L/C
Obligations” means, as at any date of determination, the
aggregate undrawn amount of all outstanding Letters of Credit (determined, in
the case of Letters of Credit denominated in an Alternative Currency, by
reference to the Spot Rate on such date of determination) plus the
aggregate of all Unreimbursed Amounts, including, without duplication, all L/C
Borrowings.  For all purposes of this
Agreement, if on any date of determination a Letter of Credit has expired by
its terms but any amount may still be drawn thereunder by reason of the
operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed
to be “outstanding” in the amount so remaining available to be drawn.


 


“Lender”
has the meaning specified in the introductory paragraph hereto and, as the
context requires, includes any L/C Issuer and the Swing Line Lender.


 


“Lending
Office” means, as to any Lender, the office or offices of such
Lender described as such in such Lender’s Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Borrower
and the Administrative Agent.


 


“Letter
of Credit” means any letter of credit issued hereunder and shall
include the Existing Letters of Credit. 
A Letter of Credit may be a documentary letter of credit or a standby
letter of credit.


 


“Letter
of Credit Application” means an application and agreement for
the issuance or amendment of a Letter of Credit in the form from time to time
in use by the applicable L/C Issuer.


 


“Letter
of Credit Expiration Date” means the day that is seven days
prior to the Maturity Date then in effect for the Revolving Credit Facility
(or, if such day is not a Business Day, the next preceding Business Day).


 


“Letter
of Credit Fee” has the meaning specified in Section 2.03(i).


 


“Letter
of Credit Sublimit” means an aggregate amount equal to
$200,000,000.  The Letter of Credit
Sublimit is part of, and not in addition to, the Revolving Credit Facility.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or
other security interest or preferential arrangement in the nature of a security
interest of any kind or nature whatsoever (including any conditional sale or
other title retention agreement, any easement, right of way or other
encumbrance on title to real property, and any financing lease having
substantially the same economic effect as any of the foregoing).


 


“Loan”
means an extension of credit by a Lender to the Borrower under Article II
in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.


 


“Loan
Documents” means, collectively, (a) for purposes of this
Agreement and the Notes and any amendment, supplement or other modification
hereof or thereof and for all other purposes other than for purposes of the
Guaranty and the Collateral Documents, (i) this Agreement, (ii) the
Notes, (iii) the Guaranty, (iv) the Collateral Documents, (v) the
Fee Letter, (vi) each Issuer Document, (vii) each Incremental Term
Facility Supplement and (viii) the


 


21

















 


Funding Indemnity Agreement and (b) for purposes
of the Guaranty and the Collateral Documents, (i) this Agreement, (ii) the
Notes, (iii) the Guaranty, (iv) the Collateral Documents, (v) each
Issuer Document, (vi) the Fee Letter, (vii) each Incremental Term
Facility Supplement, (viii) the Funding Indemnity Agreement and (ix) each
Secured Hedge Agreement.


 


“Loan
Parties” means, collectively, the Borrower and each Guarantor.


 


“Material
Adverse Effect” means (a) a material adverse change in, or
a material adverse effect upon, the operations, business, properties, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries
taken as a whole; (b) a material impairment of the rights and remedies of
any Agent or any Lender under any Loan Document, or of the ability of any Loan
Party to perform its obligations under any Loan Document to which it is a
party; or (c) a material adverse effect upon the legality, validity,
binding effect or enforceability against any Loan Party of any Loan Document to
which it is a party.


 


“Material
Contract” means, with respect to any Person, each contract (a) to
which such Person is a party involving aggregate consideration payable to or by
such Person in an amount at least equal to 10% of the consolidated revenues of
the Borrower in any year or (b) which is otherwise material to the
business, condition (financial or otherwise), operations, performance,
properties or prospects of the Borrower and its Subsidiaries, taken as a whole.


 


“Material
Debt” means any Indebtedness (other than under the Loan
Documents) having an aggregate principal amount equal to or greater than
$30,000,000, including, without limitation, the Senior Subordinated Notes and
the Convertible Notes; provided, that, except for purposes of
determining the Threshold Amount (which shall include all Material Debt),
Material Debt shall not include Indebtedness of the type described under Section 7.02(g) or
Guarantees in respect of the foregoing.


 


“Material
Debt Documents” means, collectively, (a) the Senior
Subordinated Notes Documents, (b) the Convertible Notes Documents, and (c) any
agreements, instruments and other documents in respect of any Material Debt, as
such agreement, instrument or other document may be amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof, but
to the extent permitted under the terms of the Loan Documents.


 


“Maturity
Date” means (a) with respect to the Revolving Credit
Facility (including the Letter of Credit Sublimit and Swing Line Sublimit
thereunder), the earlier of (i) the fifth anniversary of the Restatement
Closing Date (or in the case of any Letter of Credit or request for L/C Credit
Extension, the Letter of Credit Expiration Date) and (ii) the date of
termination in whole of the Revolving Credit Commitments, pursuant to Section 2.06
or 8.02, (b) with respect to the Term A Facility, the earlier of (i) the
fifth anniversary date of the Restatement Closing Date and (ii) the date
of acceleration of the Term A Facility pursuant to Section 8.02 and
(c) with respect to any Incremental Term Facility, (i) the final
maturity specified in the applicable Incremental Facility Term Supplement and (ii) the
date of acceleration of the Incremental Term Facility pursuant to Section 8.02.


 


“Maximum
Rate” has the meaning specified in Section 10.10.


 


22

















 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto.


 


“Mortgage”
means each Existing Mortgage, as modified by the related Mortgage Modification,
and each other deed of trust, trust deed, deed to secure debt and mortgage
delivered pursuant to Section 6.12, in each case as amended.


 


“Mortgage
Modification” means each amendment, amendment and restatement,
supplement or modification in respect of each Existing Mortgage reasonably
satisfactory to the Administrative Agent delivered pursuant to Section 4.01(b)(iv) or
Section 6.15.


 


“Mortgaged
Properties” means the properties indicated on Schedule 5.08(c) hereto.


 


“Mortgage
Policy” has the meaning specified in Section 4.01(b)(iv)(B).


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of
ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to
make contributions, or during the preceding five plan years, has made or been
obligated to make contributions.


 


“Net
Cash Proceeds” means, with respect to any Extraordinary Receipt
received by or paid to the account of the Borrower or any of its Subsidiaries,
the excess, if any, of (i) the sum of the cash and Cash Equivalents
received in connection therewith over (ii) the sum of (A) all
payments required to repay any Indebtedness that is secured by the asset that
is the subject of such Extraordinary Receipt (other than Indebtedness under the
Loan Documents), (B) the out-of-pocket fees, costs and other expenses
incurred by the Borrower or such Subsidiary in connection with such
Extraordinary Receipt, and (C) income and other taxes paid or reasonably
estimated to be actually payable within two years of the date of such
Extraordinary Receipt as a result of any gain recognized in connection
therewith.


 


“Note”
means a Term Note or a Revolving Credit Note, as the context may require.


 


“Notice
of Assignment of Government Contract Claims” has the meaning
specified in the Security Agreement.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and
duties of, any Loan Party arising under any Loan Document or otherwise with
respect to any Loan or Letter of Credit, whether direct or indirect (including
those acquired by assumption), absolute or contingent, due or to become due,
now existing or hereafter arising and including interest and fees that accrue after
the commencement by or against any Loan Party or any of its Subsidiaries
thereof of any proceeding under any Debtor Relief Laws naming such Person as
the debtor in such proceeding, regardless of whether such interest and fees are
allowed claims in such proceeding. Without limiting the generality of the
foregoing, the Obligations of the Loan Parties under the Loan Documents include
(a) the obligation to pay principal, interest, Letter of Credit
commissions, charges, expenses, fees, attorneys’ fees and disbursements,
indemnities and other amounts payable by any Loan Party under any Loan Document
and (b) the obligation of


 


23

















 


any Loan Party to reimburse any amount in respect of
any of the foregoing that any Lender, in its sole discretion, may elect to pay
or advance on behalf of such Loan Party.


 


“Offering
Memorandum” means the offering memorandum dated March 2004
used by the Arranger in connection with the syndication of the Commitments.


 


“Organization
Documents” means (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with
respect to any limited liability company, the certificate or articles of
formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or organization
and any agreement, instrument, filing or notice with respect thereto filed in
connection with its formation or organization with the applicable Governmental
Authority in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such
entity.


 


“Other
Taxes” has the meaning specified in Section 3.01(b).


 


“Outstanding
Amount” means (i) with respect to Term Loans, Revolving
Credit Loans and Swing Line Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments
or repayments of Term Loans, Revolving Credit Loans and Swing Line Loans, as
the case may be, occurring on such date; and (ii) with respect to any L/C
Obligations on any date, the amount of such L/C Obligations on such date after
giving effect to any L/C Credit Extension occurring on such date and any other
changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements of outstanding unpaid drawings
under any Letters of Credit or any reductions in the maximum amount available
for drawing under Letters of Credit taking effect on such date.


 


“Participant”
has the meaning specified in Section 10.07(d).


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension
Plan” means any “employee pension benefit plan” (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer
Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any
Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA
Affiliate contributes or has an obligation to contribute, or in the case of a
multiple employer or other plan described in Section 4064(a) of
ERISA, has made contributions at any time during the immediately preceding five
plan years.


 


“Performance
Guarantee” means any guarantee by any Person of the performance
of the obligations of another Person (other than obligations in respect of
payments, indebtedness or other monetary obligations of any kind) under
contracts of such other Person to design, develop, manufacture, construct or
produce products or production facilities (and related nonmonetary obligations)
or to provide services related to any of the foregoing in the aerospace, defense
or commercial ammunition industries.


 


24

















 


“Performance
Letter of Credit” means any standby letter of credit that:


 


(a) (x)(i) supports
the performance of the obligations of another Person under contracts of such
other Person to design, develop, manufacture, construct or produce products or
production facilities (and related nonmonetary obligations) or to provide
services related to any of the foregoing in the aerospace, defense or
commercial ammunition industries or any warranty obligations arising out of any
of the foregoing contracts, and (ii) does not permit any payment or
drawing thereunder for failure of the account party to make a payment in
respect of indebtedness, monetary contractual obligation or other financial
obligations of any kind other than to support performance or return payment
where a customer has made advance payments in respect of the purchase of
products, goods and services or, (y) any letter of credit substantially
comparable to the foregoing;


 


(b) would be
considered to be a “performance standby letter of credit” pursuant to each
Governmental Requirement or any other rule, regulation, examination manual or
other guidelines of any Governmental Authority or other regulatory authority,
central bank or comparable agency that (i) governs any reserve, special
deposit or similar requirement against letters of credit, (ii) regulates
the amount of capital required or expected to be maintained or funded against
letters of credit or any participation obligation thereunder, or (iii) determines
the classification, risk-weighing, reporting, or capital treatment of or with
respect to letters of credit or participation obligations therein; and


 


(c) the issuer
thereof, or any Person having a participation obligation therein, is or would
be permitted, in compliance with the matters described in clause (b) of
this definition, to convert its obligation thereunder to an on-balance sheet
credit equivalent amount at 50% or less of the maximum amount thereof.


 


“Permitted
Encumbrances” has the meaning specified in the Mortgages.


 


“Permitted
Liens” means any Liens permitted under Section 7.01 hereof.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other
entity.


 


“Plan”
means any “employee benefit plan” (as such term is defined in Section 3(3) of
ERISA) established by any Loan Party or, with respect to any such plan that is
subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.


 


“Platform”
has the meaning specified in Section 6.02.


 


“Pledged
Debt” has the meaning specified in Section 1(d)(iv) of
the Security Agreement.


 


“Pledged
Equity” has the meaning specified in Section 1(d)(iii) of
the Security Agreement.


 


25

















 


“Pro
Rata Share” means, with respect to each Lender at any time, a
fraction (expressed as a percentage, carried out to the ninth decimal place),
the numerator of which is the amount of the Commitment(s) of such Lender
under the applicable Facility or Facilities at such time and the denominator of
which is the amount of the Aggregate Commitments under the applicable Facility
or Facilities at such time; provided that if the commitment of each
Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02, then the
Pro Rata Share of each Lender shall be determined based on the Pro Rata Share
of such Lender immediately prior to such termination and after giving effect to
any subsequent assignments made pursuant to the terms hereof.  The initial Pro Rata Share of each Lender is
set forth opposite the name of such Lender on Schedule 2.01 or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto,
as applicable.


 


“Public
Lender” has the meaning specified in Section 6.02.


 


“Register”
has the meaning specified in Section 10.07(c).


 


“Release”
shall have the meaning ascribed to it in Section 101(22) of the
Comprehensive Environmental Response, Compensation and Liability Act, 42.
U.S.C. § 9601 et. seq. or any other Environmental Law.


 


“Remedial
Action” shall have the meaning ascribed to it in Section 101(24)
of the Comprehensive Environmental Response, Compensation and Liability Act,
42. U.S.C. § 9601 et. seq. or any other Environmental Law.


 


“Reportable
Event” means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been waived.


 


“Request
for Credit Extension” means (a) with respect to a
Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans,
a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a
Letter of Credit Application, and (c) with respect to a Swing Line Loan, a
Swing Line Loan Notice.


 


“Required
Lenders” means, as of any date of determination, Lenders having
more than 50% of the sum of the (a) Total Outstandings (with the aggregate
amount of each Lender’s risk participation and funded participation in L/C
Obligations and Swing Line Loans being deemed “held” by such Lender for
purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate
unused Revolving Credit Commitments; provided that the unused Term
Commitment, unused Revolving Credit Commitment of, and the portion of the Total
Outstandings held or deemed held by, any Defaulting Lender shall be excluded
for purposes of making a determination of Required Lenders.


 


“Required
Principal Payments” means, with respect to any Person for any
period, the sum of all regularly scheduled principal payments or redemptions of
outstanding Indebtedness made during such period.


 


26

















 


“Required
Revolving Credit Lenders” means Revolving Credit Lenders holding
more than 50% of the Aggregate Commitments under the Revolving Credit Facility
or, if such Commitments have expired or terminated, more than 50% of the Total
Outstandings under the Revolving Credit Facility.


 


“Required
Term Lenders” means, in respect of a Term Facility, Term Lenders
holding more than 50% of the Aggregate Commitments under such Term Facility or,
if such Commitments have expired or terminated, more than 50% of the Total
Outstandings under such Term Facility.


 


“Responsible
Officer” means the chief executive officer, president, chief
financial officer, treasurer, assistant treasurer or secretary of a Loan
Party.  Any document delivered hereunder
that is signed by a Responsible Officer of a Loan Party shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or
other action on the part of such Loan Party and such Responsible Officer shall
be conclusively presumed to have acted on behalf of such Loan Party.


 


“Restatement
Closing Date” has the meaning specified in Section 4.01.


 


“Restricted
Payment” means (a) any dividend or other distribution
(whether in cash, securities or other property) with respect to any capital
stock or other Equity Interest of the Borrower or any Subsidiary, or any
payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement,
defeasance, acquisition, cancellation or termination of any such Equity
Interest, or on account of any return of capital to the Borrower’s
stockholders, partners or members (or the equivalent Persons thereof), or any
option, warrant or other right to acquire any such dividend or other
distribution or payment; provided, however, that no such dividend,
distribution, payment or return of capital shall constitute a “Restricted
Payment” to the extent made solely with the common Equity Interests of the
Borrower or (b) any payment (excluding scheduled interest including
additional interest payable upon any registration default under its Convertible
Notes due 2011 and any contingent interest payable under its 2.75% or 3.00%
Convertible Notes due in 2024 or amortization payments), prepayment, redemption
(whether at the option of the holder or otherwise), purchase, defeasance,
distributions involving cash, acquisition or other retirement for value in
respect of any subordinated Indebtedness or any convertible debt securities or
instruments, in each case, of the Borrower or any Subsidiary.


 


“Revaluation
Date” means, with respect to any Letter of Credit, each of the
following: (i) each date of issuance of a Letter of Credit denominated in
an Alternative Currency; (ii) each date of issuance of an amendment of any
such Letter of Credit having the effect of increasing the amount thereof
(solely with respect to the increased amount), (iii) each date of any
payment by the L/C Issuer under any Letter of Credit denominated in an
Alternative Currency, and (iv) such additional dates as the Administrative
Agent or the L/C Issuer shall determine or the Required Lenders shall require.


 


“Revolving
Credit Borrowing” means a borrowing consisting of simultaneous
Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate
Loans, having the same Interest Period made by each of the Revolving Credit
Lenders pursuant to Section 2.01(a).


 


27

















 


“Revolving
Credit Commitment” means, as to each Revolving Credit Lender,
its obligation to (a) make Revolving Credit Loans to the Borrower pursuant
to Section 2.01(a), (b) purchase participations in L/C
Obligations, and (c) purchase participations in Swing Line Loans, in an
aggregate principal amount at any one time outstanding not to exceed,
initially, the amount set forth opposite such Lender’s name on Schedule 2.01
under the caption “Revolving Credit Commitment” or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable,
as such amount may be increased pursuant to Section 2.14(b) hereof
and as may be otherwise adjusted from time to time in accordance with this
Agreement.


 


“Revolving
Credit Commitment Increase” has the meaning specified in Section 2.14(a).


 


“Revolving
Credit Facility” means, at any time, the aggregate amount of the
Revolving Credit Lenders’ Revolving Credit Commitments at such time.


 


“Revolving
Credit Lender” means, at any time, any Lender (including any
Additional Revolving Credit Lender) that has a Revolving Credit Commitment at
such time.


 


“Revolving
Credit Loan” has the meaning specified in Section 2.01(a).


 


“Revolving
Credit Note” means a promissory note of the Borrower payable to
the order of any Revolving Credit Lender, in substantially the form of Exhibit C-2
hereto, evidencing the aggregate indebtedness of the Borrower to such Revolving
Credit Lender resulting from the Revolving Credit Loans made by such Revolving
Credit Lender.


 


“S&P”
means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.


 


“SEC”
means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.


 


“Secured
Hedge Agreement” means any interest rate, foreign exchange and
commodities Swap Contract permitted under Article VI or VII that is
entered into by and between the Borrower and any Hedge Bank including, without
limitation, each of the Swap Contracts listed under Schedule 7.02(e).


 


“Secured
Obligations” has the meaning specified in Section 2
of the Security Agreement.


 


“Secured
Parties” means, collectively, the Administrative Agent, the
Lenders, the Hedge Banks, each co-agent or sub-agent appointed by the
Administrative Agent from time to time pursuant to Section 9.01(c),
and the other Persons the Obligations owing to which are or are purported to be
secured by the Collateral under the terms of the Collateral Documents.


 


“Securitization
Transaction” means any financing transaction or series of
financing transactions (including factoring arrangements) pursuant to which the
Borrower or any Subsidiary may sell, convey or otherwise transfer, or grant a
security interest in, accounts,


 


28

















 


payments, receivables, rights to future lease payments
or residuals or similar rights to payment to a special purpose Subsidiary or
Affiliate of the Borrower.


 


“Security
Agreement” has the meaning specified in Section 4.01(b)(iii).


 


“Security
Agreement Supplement” has the meaning specified in Section 26(b) of
the Security Agreement.


 


“Senior
Debt” means Indebtedness that is not subordinated in right of
payment to the Obligations.


 


“Senior
Secured Credit Rating” means, as of any date of determination,
the ratings of the Borrower’s long-term senior secured debt as determined by
Moody’s and S&P; provided that (i) the higher of such Senior
Secured Credit Rating shall apply for purposes of determining the Applicable
Rate, unless there is a split in Senior Secured Credit Ratings of more than one
level, in which case, the Applicable Rate shall be determined with respect to a
Senior Secured Credit Rating that is one level higher than the actual lowest of
such Senior Secured Credit Ratings (it being understood that Pricing Level I is
the highest Pricing Level), and (ii) if either S&P or Moody’s shall
change the basis on which ratings are established by it, each reference to the
Senior Secured Credit Rating announced by S&P or Moody’s shall refer to the
then equivalent rating by S&P or Moody’s, as the case may be.


 


“Senior
Subordinated Notes” means the 6.75% senior subordinated notes of
the Borrower due April 1, 2016 in an aggregate original principal amount
of $400,000,000.


 


“Senior
Subordinated Notes Documents” means the Senior Subordinated
Indenture, the Senior Subordinated Notes and all other agreements, instruments
and other documents pursuant to which the Senior Subordinated Notes have been
or will be issued or otherwise setting forth the terms of the Senior
Subordinated Notes, in each case as such agreement, instrument or other
document may be amended, supplemented or otherwise modified prior to the
Restatement Closing Date and as the same may be amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof, but
to the extent permitted under the terms of the Loan Documents.


 


“Senior
Subordinated Notes Indenture” means the indenture dated as of March 15,
2006, between the Borrower, as issuer, and The Bank of New York Trust Company,
N.A., as trustee, and the supplemental indenture dated March 15, 2006,
between the Borrower, the Subsidiary Guarantors (as defined therein) and The
Bank of New York Trust Company, N.A., as trustee, providing for the issuance of
the Senior Subordinated Notes, as amended, supplemented or otherwise modified
prior to the Restatement Closing Date and as such indenture may be amended,
supplemented or otherwise modified from time to time in accordance with the
terms thereof, but to the extent permitted under the terms of the Loan
Documents.


 


“Shareholders’
Equity” means, as of any date of determination, consolidated
shareholders’ equity of the Borrower and its Subsidiaries as of that date
determined in accordance with GAAP.


 


29

















 


“Solvent”
and “Solvency”
mean, with respect to any Person on any date of determination, that on such
date (a) the fair value of the property of such Person is greater than the
total amount of liabilities, including, without limitation, contingent
liabilities, of such Person, (b) the present fair salable value of the
assets of such Person is not less than the amount that will be required to pay
the probable liability of such Person on its debts as they become absolute and
matured, (c) such Person does not intend to, and does not believe that it
will, incur debts or liabilities beyond such Person’s ability to pay such debts
and liabilities as they mature and (d) such Person is not engaged in
business or a transaction, and is not about to engage in business or a
transaction, for which such Person’s property would constitute an unreasonably
small capital. The amount of contingent liabilities at any time shall be
computed as the amount that, in the light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability; provided, that if the context in
which “Solvent” or “Solvency” is used refers to a Person together with its
Subsidiaries, Person as used above shall be deemed to be a reference to such
Person together with its Subsidiaries.


 


“SPC”
has the meaning specified in Section 10.07(h).


 


“Specified
Default” means any Default under Section 8.01 (f) or
(g) or any Event of Default.


 


“Specified
Statutory Liens” means any Liens permitted under Section 7.01(c) or
(d) with respect to any Collateral that, strictly by the operation of
applicable statute or law, would have priority over any Liens granted to or in
favor of the Administrative Agent under any Collateral Document.


 


“Spot
Rate” for any Alternative Currency means the rate determined by
the Administrative Agent or the L/C Issuer as applicable, to be the rate quoted
by the Person acting in such capacity as the spot rate for the purchase by such
Person of such Alternative Currency with Dollars through its principal foreign
exchange trading office at approximately 11:00 a.m. on the date two
Business Days prior to the date as of which the foreign exchange computation is
made; provided that the Administrative Agent or the L/C Issuer may
obtain such spot rate from another financial institution designated by the
Administrative Agent or the L/C Issuer if the Person acting in such capacity
does not have as of the date of determination a spot buying rate for any such
currency; and provided  further that the L/C Issuer may use such
spot rate quoted on the date as of which the foreign exchange computation is
made in the case of any Letter of Credit denominated in an Alternative
Currency.


 


“SPV
Subsidiary” means a Subsidiary of the Borrower substantially all
of whose assets consist of its general partnership interest or equity interest
in a joint venture.


 


“Sterling”
or “£”
means lawful money of the United Kingdom of Great Britain and Northern Ireland.


 


“Subject
Disposition” means any Disposition of property or assets other
than any Disposition permitted by Section 7.05(a)(i), (b), (d), (e),
(f), (g) or (h).


 


30

















 


“Subject
Subsidiaries” means all Subsidiaries of the Borrower other than
ATK Insurance Company and COI Ceramics, Inc. and, in each case, their
respective Subsidiaries and, to the extent permitted under Section 7.11,
any Excluded Joint Ventures.


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, joint venture,
limited liability company or other business entity the accounts of which would
be consolidated with those of such Person in such Person’s consolidated
financial statements if such financial statements were prepared in accordance
with GAAP as of such date, as well as any other corporation, partnership, joint
venture, limited liability company or other business entity (a) of which
Equity Interests representing more than 50% of the ordinary voting power or, in
the case of a partnership, more than 50% of the general partnership interests
are, as of such date, owned, controlled or held, or (b) that is, as of
such date, otherwise controlled, directly or indirectly, including through one
or more Subsidiaries of such Person, in each case in clause (a) and (b) above,
by such Person. Unless otherwise specified, all references herein to a “Subsidiary”
or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the
Borrower.


 


“Swap
Contract” means (a) any and all rate swap transactions,
basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or
equity index swaps or options, bond or bond price or bond index swaps or
options or forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange transactions, cap
transactions, floor transactions, collar transactions, currency swap
transactions, cross-currency rate swap transactions, currency options, spot
contracts, or any other similar transactions or any combination of any of the
foregoing (including any options to enter into any of the foregoing), whether
or not any such transaction is governed by or subject to any master agreement,
and (b) any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or governed
by, any form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a “Master Agreement”), including any such obligations or
liabilities under any Master Agreement.


 


“Swap
Termination Value” means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or
after the date such Swap Contracts have been closed out and termination value(s) determined
in accordance therewith, such termination value(s), and (b) for any date
prior to the date referenced in clause (a), the amount(s) determined as
the mark-to-market value(s) for such Swap Contracts, as determined based
upon one or more mid-market or other readily available quotations provided by
any recognized dealer in such Swap Contracts (which may include a Lender or any
Affiliate of a Lender).


 


“Swing
Line” means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.04.


 


“Swing
Line Borrowing” means a borrowing of a Swing Line Loan pursuant
to Section 2.04.


 


31

















 


“Swing Line Lender”
means Bank of America in its capacity as provider of Swing Line Loans, or any
successor swing line lender hereunder.


 


“Swing
Line Loan” has the meaning specified in Section 2.04(a).


 


“Swing
Line Loan Notice” means a notice of a Swing Line Borrowing
pursuant to Section 2.04(b), which, if in writing, shall be
substantially in the form of Exhibit B.


 


“Swing
Line Sublimit” means an amount equal to the lesser of (a) $40,000,000
and (b) the Revolving Credit Commitments. 
The Swing Line Sublimit is part of, and not in addition to, the
Revolving Credit Facility Commitments.


 


“Syndication
Agent” mean Calyon, in its capacity as syndication agent under
any of the Loan Documents, or any successor syndication agent.


 


“Synthetic
Lease” means, as to any Person, (a) any lease (including
leases that may be terminated by the lessee at any time) of any property
(whether real, personal or mixed) that is not a Capitalized Lease in respect of
which such Person is the lessee and retains or obtains ownership of the
property so leased for federal income tax purposes, or (b) any so-called
synthetic, off-balance sheet or tax retention lease or any other lease or
similar arrangement for the use or possession of property creating obligations
that do not appear on the balance sheet of such Person but which, upon the
insolvency or bankruptcy of such Person or otherwise upon application of any
Debtor Relief Law to such Person, would be characterized as the indebtedness of
such Person (without regard to accounting treatment).


 


“Synthetic
Lease Obligation” means the monetary obligation of a Person
under a Synthetic Lease.


 


“Taxes”
has the meaning specified in Section 3.01(a).


 


“Term
A Borrowing” means a borrowing pursuant to Section 2.01(c) consisting
of simultaneous Term A Loans of the same Type and, in the case of Eurodollar
Rate Loans, having the same Interest Period made by each of the Term A Lenders
pursuant to Section 2.01(c).


 


“Term
A Commitment” means, as to each Term A Lender at any time, its
obligation to make Term A Loans to the Borrower pursuant to Section 2.01(c) or
Section 2.15 in an aggregate principal amount at any one time
outstanding not to exceed, initially, the amount set forth opposite such Term A
Lender’s name on Schedule 2.01 under the caption “Term A Commitment” or
in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be increased pursuant to Section 2.15
or as may be otherwise adjusted from time to time in accordance with this
Agreement.  The aggregate Commitment of
all Term A Lenders shall be $275,000,000 on the Restatement Closing Date.


 


“Term
A Facility” means, at any time, (a) prior to the making of
Term A Loans, the aggregate Term A Commitments of all Term A Lenders at such
time, and (b) thereafter, the Outstanding Amount of Term A Loans of all
Term A Lenders at such time.


 


32
















 


“Term
A Lender” means, at any time, any Lender (including any
Additional Term Loan Lender) that has a Term A Commitment or a Term A Loan at
such time.


 


“Term
A Loan” means an advance made by any Term A Lender under the
Term A Facility pursuant to Section 2.01(c).


 


“Term
A Note” means a promissory note of the Borrower payable to the
order of any Term A Lender, in substantially the form of Exhibit C-1,
evidencing the aggregate indebtedness of the Borrower to such Term A Lender
resulting from the Term A Loans made or held by such Term A Lender.


 


“Term
Borrowing” means either any Term A Borrowing or Incremental Term
Borrowing, as applicable.


 


“Term
Commitment” means any Term A Commitment or Incremental Term
Commitment, as applicable.


 


“Term
Commitment Increase” has the meaning specified in Section 2.15(a).


 


“Term
Facilities” means, at any time, the aggregate Term A Facility
and the Incremental Term Facilities of all Lenders at such time.


 


“Term
Lender” means, at any time, any Lender that has a Term
Commitment or Term Loan, as applicable, at such time.


 


“Term
Loan” means any Term A Loan or Incremental Term Loan, as
applicable.


 


“Term
Note” means any Term A Note or a promissory note of the Borrower
payable to the order of any Incremental Term Loan Lender, in substantially the
form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness
of the Borrower to such Incremental Term Loan Lender resulting from the
Incremental Term Loans made by such Incremental Term Loan Lender.


 


“Threshold
Amount” means $30,000,000.


 


“Total
Outstandings” means the aggregate Outstanding Amount of all
Loans and all L/C Obligations.


 


“Transaction”
means, collectively, (a) the entering into by the Loan Parties of the Loan
Documents to which they are or are intended to be a party, (b) the refinancing
or replacement hereunder of certain outstanding Indebtedness under the Existing
Credit Agreement and (c) the payment of the fees and expenses incurred in
connection with the consummation of the foregoing.


 


“Type”
means, with respect to a Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan.


 


33

















 


“Treasury
Regulations” means the Treasury Regulations promulgated under
the Code.


 


“Unfunded
Pension Liability” means the excess of a Pension Plan’s benefit
liabilities under Section 4001(a)(16) of ERISA, over the current
value of that Pension Plan’s assets, determined in accordance with the
assumptions used for funding the Pension Plan pursuant to Section 412
of the Code for the applicable plan year.


 


“United
States” and “U.S.” mean the United States of America.


 


“Unreimbursed
Amount” has the meaning specified in Section 2.03(c)(i).


 


“U.S.
Bank” means U.S. Bank National Association and its successors.


 


“Yen”
or “¥”
mean lawful money of Japan.


 


1.02         Other
Interpretive Provisions. With reference to this Agreement and each other
Loan Document, unless otherwise specified herein or in such other Loan
Document:


 


(a)           The meanings of defined terms are,
unless the context otherwise requires, equally applicable to the singular and
plural forms of the defined terms.


 


(b)           (i) The words “herein,” “hereto,”
“hereof” and “hereunder” and words of similar import when used in
any Loan Document shall refer to such Loan Document as a whole and not to any
particular provision thereof.


 


(ii)           Article, Section, Exhibit and
Schedule references are to the Articles, Sections, Exhibits and Schedules of
the Loan Document in which such reference appears.


 


(iii)          The
term “including” is by way of example and not limitation.


 


(iv)          The term “documents” includes
any and all instruments, documents, agreements, certificates, notices, reports,
financial statements and other writings, however evidenced, whether in physical
or electronic form.


 


(c)           In the computation of periods of time
from a specified date to a later specified date, the word “from” means “from
and including;” the words “to”, “ending on”, and “until”
each mean “to but excluding;” and the word “through” means “to
and including.”


 


(d)           Section headings herein and in
the other Loan Documents are included for convenience of reference only and
shall not affect the interpretation of this Agreement or any other Loan
Document.


 


1.03         Accounting
Terms.


 


(a)           All accounting terms not specifically
or completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial


 


34

















 


calculations) required to be submitted pursuant to
this Agreement shall be prepared in conformity with, GAAP applied on a
consistent basis, as in effect from time to time, applied in a manner
consistent with that used in preparing the Audited Financial Statements, except
as otherwise specifically prescribed herein.


 


(b)           If at any time any change in GAAP would
affect the computation of any financial ratio or requirement set forth in any
Loan Document, and either the Borrower or the Required Lenders shall so
request, the Administrative Agent, the Lenders and the Borrower shall negotiate
in good faith to amend such ratio or requirement to preserve the original
intent thereof in light of such change in GAAP (subject to the approval of the
Required Lenders); provided that, until so amended, (i) such ratio
or requirement shall continue to be computed in accordance with GAAP prior to
such change therein and (ii) the Borrower shall provide to the
Administrative Agent and the Lenders financial statements and other documents
required under this Agreement or as reasonably requested hereunder setting
forth a reconciliation between calculations of such ratio or requirement made
before and after giving effect to such change in GAAP.


 


1.04         Rounding.
Any financial ratios required to be maintained by the Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the
other component, carrying the result to one place more than the number of
places by which such ratio is expressed herein and rounding the result up or
down to the nearest number (with a rounding-up if there is no nearest number).


 


1.05         References
to Agreements and Laws.  Unless
otherwise expressly provided herein, (a) references to Organization
Documents, agreements (including the Loan Documents) and other contractual
instruments shall be deemed to include all subsequent amendments, restatements,
extensions, supplements and other modifications thereto, but only to the extent
that such amendments, restatements, extensions, supplements and other
modifications are not prohibited by any Loan Document; and (b) references
to any Law shall include all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting such Law.


 


1.06         Times
of Day.  Unless otherwise specified,
all references herein to times of day shall be references to Eastern time (daylight
or standard, as applicable).


 


1.07         Letter
of Credit Amounts.  Unless otherwise
specified, all references herein to the amount of a Letter of Credit at any
time shall be deemed to mean the maximum face amount of such Letter of Credit
after giving effect to all increases thereof contemplated by such Letter of
Credit or the Issuer Documents related thereto therefor, whether or not such
maximum face amount is in effect at such time (except for purposes of
calculating Consolidated Funded Indebtedness).


 


1.08         Currency
Equivalents Generally.  Any amount
specified in this Agreement (other than in Articles II, IX and X)
or any of the other Loan Documents to be in Dollars shall also include the
equivalent of such amount in any currency other than Dollars, such equivalent
amount, except as otherwise provided herein, to be determined at the rate of
exchange quoted by Bank of America in New York at the close of business on the
Business Day immediately


 


35

















 


preceding any date of determination thereof, to prime
banks in New York, New York for the spot purchase in the New York foreign
exchange market of such amount in U.S. dollars with such other currency.


 


ARTICLE II


THE COMMITMENTS AND
CREDIT EXTENSIONS


 


2.01         The
Loans.


 


(a)           The Revolving Credit Borrowings.  Subject to the terms and conditions set forth
herein, each Revolving Credit Lender severally agrees to make loans (each such
loan, a “Revolving Credit Loan”) to
the Borrower from time to time, on any Business Day during the Availability
Period, in an aggregate amount outstanding not to exceed at any time the amount
of such Lender’s Revolving Credit Commitment; provided, however,
that, after giving effect to any Revolving Credit Borrowing, (i) the Total
Outstandings shall not exceed the Aggregate Commitments and (ii) the
aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus
such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus
such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans
shall not exceed such Lender’s Revolving Credit Commitment.  Within the limits of each Lender’s Revolving
Credit Commitment, and subject to the other terms and conditions hereof, the
Borrower may borrow under this Section 2.01(a), prepay under Section 2.05,
and reborrow under this Section 2.01(a).  Revolving Credit Loans may be Base Rate Loans
or Eurodollar Rate Loans, as further provided herein.


 


(b)           The Incremental Term Borrowings.  Subject to the terms and conditions set forth
herein, each Incremental Term Loan Lender under the relevant Incremental Term
Facility severally agrees to make a single loan consisting of an Incremental
Term Loan pursuant to such Incremental Term Facility in an amount equal to its
Pro Rata Share of such Incremental Term Facility to the Borrower on the
applicable Incremental Term Loan Closing Date. 
The applicable Incremental Term Borrowing shall consist of Incremental
Term Loans made simultaneously by the applicable Incremental Term Lenders in
accordance with their respective Pro Rata Share of such Incremental Term
Facility. If the Borrower requests a Term Commitment Increase in respect of an
Incremental Term Facility in accordance with the provisions of Section 2.15,
then subject to the terms and condition set forth herein, each Incremental Term
Lender agreeing to provide an additional Incremental Term Loan in accordance
with the provisions of Section 2.15 shall make a single loan in an
amount equal to its committed amount in respect of such additional Incremental
Term Loans to the Borrower on the applicable Incremental Term Loan Closing
Date.  Amounts borrowed under this Section 2.01(b) and
repaid or prepaid may not be reborrowed. 
Incremental Term Loans may be Base Rate Loans or Eurodollar Rate Loans
as further provided herein.


 


(c)           Term A Borrowings.  Subject to the terms and conditions set forth
herein, each Term A Lender severally agrees to make on the Restatement Closing
Date a single loan consisting of a Term A Loan pursuant to the Term A Facility
in an amount equal to its Pro Rata Share of the Term A Facility on the
Restatement Closing Date to the Borrower. 
The Term A Borrowing shall consist of Term A Loans made simultaneously
by the Term A Lenders in accordance with their respective Pro Rata Share of the
applicable Term A Facility.  If the


 


36

















 


Borrower requests a Term Commitment Increase in
respect of the Term A Facility in accordance with the provisions of Section 2.15,
then subject to the terms and conditions set forth herein, each Term A Lender
agreeing to provide an additional Term A Loan in accordance with the provisions
of Section 2.15, shall make a single loan in an amount equal to its
committed amount in respect of such additional Term A Loans to the Borrower on
the applicable Incremental Term Loan Closing Date. Amounts borrowed under this Section 2.01(c) and
repaid or prepaid may not be reborrowed. 
Term A Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
provided herein.


 


2.02         Borrowings,
Conversions and Continuations of Loans.


 


(a)           Each Term Borrowing, each Revolving
Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from
one Type to the other, and each continuation of Eurodollar Rate Loans shall be
made upon the notice to the Administrative Agent appropriately completed and
signed by a Responsible Officer of the Borrower.  Each such notice must be received by the
Administrative Agent not later than 11:00 a.m. (i) three Business
Days prior to the requested date of any Borrowing of, conversion to or
continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate
Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing
of Base Rate Loans.  Each Borrowing of,
conversion to or continuation of Eurodollar Rate Loans shall be in a principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.  Except as provided in Sections 2.03(c) and
2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof.  Each Committed Loan Notice
shall specify (i) whether the Borrower is requesting a Term Loan
Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving
Credit Loans from one Type to the other, or a continuation of Eurodollar Rate
Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Loans to be borrowed, converted or continued, (iv) the
Type of Loans to be borrowed or to which existing Term Loans or Revolving
Credit Loans are to be converted, and (v) if applicable, the duration of
the Interest Period with respect thereto. 
If the Borrower fails to specify a Type of Loan in a Committed Loan
Notice or if the Borrower fails to give a timely notice requesting a conversion
or continuation, then the applicable Term Loans or Revolving Credit Loans shall
be made as, or converted to, Base Rate Loans. 
Any such automatic conversion to Base Rate Loans shall be effective as
of the last day of the Interest Period then in effect with respect to the
applicable Eurodollar Rate Loans.  If the
Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar
Rate Loans in any such Committed Loan Notice, but fails to specify an Interest
Period, it will be deemed to have specified an Interest Period of one month.


 


(b)            Following receipt of a Committed
Loan Notice, the Administrative Agent shall promptly notify each Lender of the
amount of its Pro Rata Share of the applicable Term Loans or Revolving Credit
Loans, and if no timely notice of a conversion or continuation is provided by
the Borrower, the Administrative Agent shall notify each Lender of the details
of any automatic conversion to Base Rate Loans described in Section 2.02(a).  In the case of a Term Loan Borrowing or a
Revolving Credit Borrowing, each Appropriate Lender shall make the amount of
its Loan available to the Administrative Agent in immediately available funds
at the Administrative Agent’s Office not later than 1:00 p.m. on the
Business Day specified in the


 


37

















 


applicable Committed Loan Notice.  Upon satisfaction of the applicable
conditions set forth in Section 4.02 (and, if such Borrowing is the
initial Credit Extension, Section 4.01), the Administrative Agent
shall make all funds so received available to the Borrower in like funds as
received by the Administrative Agent either by (i) crediting the account
of the Borrower on the books of Bank of America with the amount of such funds
or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) the Administrative
Agent by the Borrower; provided, however, that if, on the date
the Committed Loan Notice with respect to such Borrowing is given by the
Borrower, there are L/C Borrowings outstanding, then the proceeds of such
Borrowing first shall be applied to the payment in full of any such outstanding
L/C Borrowings and second, shall be made available to the Borrower as
provided above.


 


(c)             Except as otherwise provided
herein, a Eurodollar Rate Loan may be continued or converted only on the last
day of an Interest Period for such Eurodollar Rate Loan. During the existence
of a Default, no Loans may be requested as, converted to or continued as
Eurodollar Rate Loans without the consent of the Required Lenders.


 


(d)           The Administrative Agent shall
promptly notify the Borrower and the Lenders of the interest rate applicable to
any Interest Period for Eurodollar Rate Loans upon determination of such
interest rate.  The determination of the
Eurodollar Rate by the Administrative Agent shall be conclusive in the absence
of manifest error.  At any time that Base
Rate Loans are outstanding, the Administrative Agent shall notify the Borrower
and the Lenders of any change in Bank of America’s prime rate used in
determining the Base Rate promptly following the public announcement of such
change.


 


(e)           After giving effect to all Term
Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or
Revolving Credit Loans from one Type to the other, and all continuations of
Term Loans or Revolving Credit Loans as the same Type, there shall not be more
than ten Interest Periods in effect.


 


(f)            The failure of any Lender to make
the Loan to be made by it as part of any Borrowing shall not relieve any other
Lender of its obligation, if any, hereunder to make its Loan on the date of
such Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the Loan to be made by such other Lender on the date of any
Borrowing.


 


2.03         Letters
of Credit.


 


(a)           The Letter of Credit Commitment.


 


(i)            Subject to the terms and conditions
set forth herein, (A) each L/C Issuer agrees, in reliance upon the
agreements of the other Revolving Credit Lenders set forth in this Section 2.03,
(1) from time to time on any Business Day during the period from the
Restatement Closing Date until the Letter of Credit Expiration Date, to issue
Letters of Credit for the account of the Borrower, and to amend or extend
Letters of Credit previously issued by it, in accordance with Section 2.03(b),
and (2) to honor drawings under the Letters of Credit, and (B) the
Revolving Credit Lenders severally agree to participate in Letters of Credit
issued for the account of the Borrower and any drawings


 


38

















 


thereunder; provided
that on the date of any L/C Credit Extension with respect to any Letter of
Credit and after giving effect thereto (w) the Total Outstandings shall
not exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount
of the Loans of any Lender, plus such Lender’s Pro Rata Share of the
Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata
Share of the Outstanding Amount of all Swing Line Loans shall not exceed such
Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the
L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the
Outstanding Amount of L/C Obligations denominated in any Alternative Currency
shall not exceed $50,000,000.  Each
request by the Borrower for the issuance or amendment of a Letter of Credit
shall be deemed to be a representation by the Borrower that the L/C Credit
Extension so requested complies with the conditions set forth in the proviso to
the preceding sentence.  Within the
foregoing limits, and subject to the terms and conditions hereof, the Borrower’s
ability to obtain Letters of Credit shall be fully revolving, and accordingly
the Borrower may, during the foregoing period, obtain Letters of Credit to
replace Letters of Credit that have expired or that have been drawn upon and
reimbursed. All Existing Letters of Credit shall be deemed to have been issued
pursuant hereto, and from and after the Restatement Closing Date shall be
subject to and governed by the terms and conditions hereof.


 


(ii)           No L/C Issuer shall issue any Letter
of Credit if:


 


(A)          subject to Section 2.03(b)(iii),
the expiry date of such requested Letter of Credit would occur more than twenty
four months after the date of issuance or last extension, unless the Required
Lenders have approved such expiry date; or


 


(B)           the expiry date of such requested
Letter of Credit would occur after the Letter of Credit Expiration Date, unless
all the Lenders have approved such expiry date;


 


(iii)          No L/C Issuer shall be under any
obligation to issue any Letter of Credit if:


 


(A)          any order, judgment or decree of any
Governmental Authority or arbitrator shall by its terms purport to enjoin or
restrain such L/C Issuer from issuing such Letter of Credit, or any Law
applicable to such L/C Issuer or any request or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over
such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from,
the issuance of letters of credit generally or such Letter of Credit in
particular or shall impose upon such L/C Issuer with respect to such Letter of Credit
any restriction, reserve or capital requirement (for which such L/C Issuer is
not otherwise compensated hereunder) not in effect on the Restatement Closing
Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or
expense which was not applicable on the Restatement Closing Date and which such
L/C Issuer in good faith deems material to it;


 


39

















 


(B)           the issuance of such Letter of Credit
would violate any Laws or one or more policies of such L/C Issuer; or


 


(C)           except as otherwise agreed by the
Administrative Agent and such L/C Issuer (such agreement not to be unreasonably
withheld or delayed), such Letter of Credit is in an initial face amount less
than $50,000, in the case of a Documentary Letter of Credit, or $50,000, in the
case of a standby Letter of Credit (including a performance Letter of Credit);


 


(D)          such Letter of Credit is to be
denominated in a currency other than Dollars or an Alternative Currency;


 


(E)           such Letter of Credit contains any
provisions for automatic reinstatement of the stated amount after any drawing
thereunder; or


 


(F)           a default of any Lender’s obligations
to fund under Section 2.03(c) exists or any Lender is at such
time a Defaulting Lender hereunder, unless such L/C Issuer has entered into
satisfactory arrangements with the Borrower or such Lender to eliminate such
L/C Issuer’s risk with respect to such Lender.


 


(iv)          No L/C Issuer shall amend any Letter
of Credit if such L/C Issuer would not be permitted at such time to issue such
Letter of Credit in its amended form under the terms hereof.


 


(v)           No L/C Issuer shall be under any
obligation to amend any Letter of Credit if (A) such L/C Issuer would have
no obligation at such time to issue such Letter of Credit in its amended form
under the terms hereof, or (B) the beneficiary of such Letter of Credit
does not accept the proposed amendment to such Letter of Credit.


 


(b)           Procedures for Issuance and
Amendment of Letters of Credit; Auto-Extension Letters of Credit.


 


(i)            Each Letter of Credit shall be
issued or amended, as the case may be, upon the request of the Borrower
delivered to the applicable L/C Issuer (with a copy to the Administrative
Agent) in the form of a Letter of Credit Application, appropriately completed and
signed by a Responsible Officer of the Borrower.  Such Letter of Credit Application must be
received by the applicable L/C Issuer and the Administrative Agent not later
than 11:00 a.m. at least two Business Days (or such later date and time as
the Administrative Agent and such L/C Issuer may agree in a particular instance
in their sole discretion) prior to the proposed issuance date or date of
amendment, as the case may be. In the case of a request for an initial issuance
of a Letter of Credit, such Letter of Credit Application shall specify in form
and detail satisfactory to the applicable L/C Issuer:  (A) the proposed issuance date of the
requested Letter of Credit (which shall be a Business Day); (B) the amount
and currency thereof; (C) the expiry date thereof; (D) the name and
address of the beneficiary thereof; (E) the documents to be presented by
such beneficiary in case of any drawing thereunder; (F) the full text of
any certificate to be presented by such beneficiary in case of any drawing
thereunder; (G) the purpose and nature of the


 


40

















 


requested Letter of
Credit; and (H) if such Letter of Credit is intended to be a Performance
Letter of Credit or Financial Letters of Credit or Documentary Letter of Credit;
and (I) such other matters as such L/C Issuer may require.  In the case of a request for an amendment of
any outstanding Letter of Credit, such Letter of Credit Application shall
specify in form and detail satisfactory to the applicable L/C Issuer (A) the
Letter of Credit to be amended; (B) the proposed date of amendment thereof
(which shall be a Business Day); (C) the nature of the proposed amendment;
and (D) such other matters as such L/C Issuer may require.  Additionally, the Borrower shall furnish to
the applicable L/C Issuer and the Administrative Agent such other documents and
information pertaining to such requested Letter of Credit issuance or
amendment, including any Issuer Documents, as the applicable L/C Issuer or the
Administrative Agent may require.


 


(ii)           Promptly after receipt of any Letter
of Credit Application, the applicable L/C Issuer will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has received a copy of such Letter of Credit Application from the Borrower and,
if not, the applicable L/C Issuer will provide the Administrative Agent with a
copy thereof.  Unless the applicable L/C
Issuer has received written notice from any Lender, the Administrative Agent or
any Loan Party, at least one Business Day prior to the requested date of
issuance or amendment of the applicable Letter of Credit, that one or more
applicable conditions contained in Article IV shall not then be satisfied,
then, subject to the terms and conditions hereof, the applicable L/C Issuer
shall, on the requested date, issue a Letter of Credit for the account of the
Borrower or enter into the applicable amendment, as the case may be, in each
case in accordance with such L/C Issuer’s usual and customary business
practices.  Immediately upon the issuance
of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the applicable
L/C Issuer a risk participation in such Letter of Credit in an amount equal to
the product of such Lender’s Pro Rata Share times the amount of such
Letter of Credit.


 


(iii)          If the Borrower so requests in any
applicable Letter of Credit Application, the applicable L/C Issuer may, in its
sole and absolute discretion, agree to issue a Letter of Credit that has
automatic extension provisions (each, an “Auto-Extension Letter of
Credit”); provided that any such Auto-Extension Letter of
Credit must permit the applicable L/C Issuer to prevent any such extension at
least once in each twelve-month period (commencing with the date of issuance of
such Letter of Credit) by giving prior notice to the beneficiary thereof not
later than a specified date (the “Non Extension Notice Date”)
in each such twelve-month period to be agreed upon at the time such Letter of
Credit is issued.  Unless otherwise
directed by the applicable L/C Issuer, the Borrower shall not be required to
make a specific request to the applicable L/C Issuer for any such extension. Once
an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed
to have authorized (but may not require) the applicable L/C Issuer to permit
the extension of such Letter of Credit at any time to an expiry date not later
than the Letter of Credit Expiration Date; provided, however,
that the applicable L/C Issuer shall not permit any such extension if (A) such
L/C Issuer has determined that it would not be permitted, or would have no
obligation at such time to issue such Letter of Credit in its revised form (as
extended) under the terms hereof (by reason of the


 


41

















 


provisions of clauses (ii) or
(iii) of Section 2.03(a) or otherwise), or (B) it
has received notice (which may be by telephone or in writing) on or before the
day that is five Business Days before the Non Extension Notice Date (1) from
the Administrative Agent that the Required Lenders have elected not to permit
such extension or (2) from the Administrative Agent, any Revolving Credit
Lender or any Loan Party that one or more of the applicable conditions
specified in Section 4.02 is not then satisfied, and in each such
case directing such L/C Issuer not to permit such extension.


 


(iv)          Promptly after its delivery of any
Letter of Credit or any amendment to a Letter of Credit to an advising bank
with respect thereto or to the beneficiary thereof, the applicable L/C Issuer
will also deliver to the Borrower and the Administrative Agent a true and
complete copy of such Letter of Credit or amendment.


 


(c)           Drawings and Reimbursements;
Funding of Participations.


 


(i)            Upon receipt from the beneficiary of
any Letter of Credit of any notice of a drawing under such Letter of Credit,
the applicable L/C Issuer shall notify the Borrower and the Administrative
Agent thereof.  If the Borrower shall
have received notice of such drawing, (A) prior to 12:00 Noon on the date
of any payment by the applicable L/C Issuer under a Letter of Credit (each such
date, an “Honor Date”),
the Borrower shall reimburse such L/C Issuer through the Administrative Agent
in the currency of such drawing and in an amount equal to the amount of such
drawing by not later than 3:00 p.m. on the Honor Date, and (B) after
12:00 Noon on the Honor Date, the Borrower shall reimburse such L/C Issuer
through the Administrative Agent in an amount equal to the amount of such
drawing by not later than 3:00 p.m. on the Business Day after the Honor
Date. If the Borrower fails to so reimburse such L/C Issuer by such time, the
Administrative Agent shall promptly notify each Revolving Credit Lender of the
Honor Date, the amount of the unreimbursed drawing (calculated, in the case of
any drawing under a Letter of Credit denominated in any Alternative Currency at
the Spot Rate) (the “Unreimbursed
Amount”), and the amount of such Revolving Credit Lender’s Pro
Rata Share thereof. In such event, the Borrower shall be deemed to have
requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on
the Honor Date in an amount equal to the Unreimbursed Amount, without regard to
the minimum and multiples specified in Section 2.02 for the
principal amount of Base Rate Loans, but subject to the amount of the
unutilized portion of the Revolving Credit Commitments and the conditions set
forth in Section 4.02 (other than the delivery of a Committed Loan
Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant
to this Section 2.03(c)(i) may be given by telephone if
immediately confirmed in writing; provided that the lack of such an
immediate confirmation shall not affect the conclusiveness or binding effect of
such notice.


 


(ii)           Each Revolving Credit Lender
(including the Lender acting as the applicable L/C Issuer) shall upon any
notice pursuant to Section 2.03(c)(i) make funds available to
the Administrative Agent for the account of the applicable L/C Issuer at the
Administrative Agent’s Office in an amount equal to its Pro Rata Share of the
Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified
in such notice by the Administrative Agent, whereupon, subject to the
provisions of Section


 


42

















 


2.03(c)(iii), each Revolving Credit Lender that so
makes funds available shall be deemed to have made a Base Rate Loan to the
Borrower in such amount.  The
Administrative Agent shall remit the funds so received to the applicable L/C
Issuer.


 


(iii)          With respect to any Unreimbursed
Amount that is not fully refinanced by a Revolving Credit Borrowing of Base
Rate Loans because the conditions set forth in Section 4.02 cannot
be satisfied or for any other reason, the Borrower shall be deemed to have
incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due
and payable on demand (together with interest) and shall bear interest at the
Default Rate.  In such event, each
Revolving Credit Lender’s payment to the Administrative Agent for the account
of the applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall
be deemed payment in respect of its participation in such L/C Borrowing and
shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section 2.03.


 


(iv)          Until each Revolving Credit Lender
funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to
reimburse the applicable L/C Issuer for any amount drawn under any Letter of
Credit, interest in respect of such Lender’s Pro Rata Share of such amount
shall be solely for the account of the applicable L/C Issuer.


 


(v)           Each Revolving Credit Lender’s
obligation to make Revolving Credit Loans or L/C Advances to reimburse the
applicable L/C Issuer for amounts drawn under Letters of Credit, as
contemplated by this Section 2.03(c), shall be absolute and
unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may
have against such L/C Issuer, the Borrower or any other Person for any reason
whatsoever; (B) the occurrence or continuance of a Default, or (C) any
other occurrence, event or condition, whether or not similar to any of the
foregoing; provided, however, that each Revolving Credit Lender’s
obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is
subject to the conditions set forth in Section 4.02 (other than
delivery by the Borrower of a Committed Loan Notice ).  No such making of an L/C Advance shall
relieve or otherwise impair the obligation of the Borrower to reimburse the
applicable L/C Issuer for the amount of any payment made by such L/C Issuer
under any Letter of Credit, together with interest as provided herein.


 


(vi)          If any Revolving Credit Lender fails
to make available to the Administrative Agent for the account of the applicable
L/C Issuer any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.03(c) by the time
specified in Section 2.03(c)(ii), such L/C Issuer shall be entitled
to recover from such Lender (acting through the Administrative Agent), on
demand, such amount with interest thereon for the period from the date such
payment is required to the date on which such payment is immediately available
to the applicable L/C Issuer at a rate per annum equal to the Federal Funds
Rate from time to time in effect.  A
certificate of the applicable L/C Issuer submitted to any Revolving Credit
Lender (through the Administrative Agent) with respect to any amounts owing
under this Section 2.03(c)(vi) shall be conclusive absent
manifest error.


 


43

















 


(d)           Repayment of Participations.


 


(i)            At any time after the applicable L/C
Issuer has made a payment under any Letter of Credit and has received from any
Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in
accordance with Section 2.03(c), if the Administrative Agent
receives for the account of such L/C Issuer any payment in respect of the
related Unreimbursed Amount or interest thereon (whether directly from the
Borrower or otherwise, including proceeds of Cash Collateral applied thereto by
the Administrative Agent), the Administrative Agent will distribute to such
Lender its Pro Rata Share thereof (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Lender’s L/C
Advance was outstanding) in the same funds as those received by the
Administrative Agent.


 


(ii)           If any payment received by the
Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(i) is
required to be returned under any of the circumstances described in Section 10.06
(including pursuant to any settlement entered into by such L/C Issuer in its
discretion), each Revolving Credit Lender shall pay to the Administrative Agent
for the account of such L/C Issuer its Pro Rata Share thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned by such Lender, at a rate per annum equal to the
Federal Funds Rate from time to time in effect.


 


(e)           Obligations Absolute. The
obligation of the Borrower to reimburse the applicable L/C Issuer for each
drawing under each Letter of Credit and to repay each L/C Borrowing shall be
absolute, unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances, including
the following:


 


(i)            any lack of validity or
enforceability of such Letter of Credit, this Agreement, or any other Loan
Document;


 


(ii)           the existence of any claim, counterclaim,
setoff, defense or other right that the Borrower or any Subsidiary may have at
any time against any beneficiary or any transferee of such Letter of Credit (or
any Person for whom any such beneficiary or any such transferee may be acting),
such L/C Issuer or any other Person, whether in connection with this Agreement,
the transactions contemplated hereby or by such Letter of Credit or any
agreement or instrument relating thereto, or any unrelated transaction;


 


(iii)          any draft, demand, certificate or other
document presented under such Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under such Letter of Credit;


 


(iv)          any payment by such L/C Issuer under
such Letter of Credit against presentation of a draft or certificate that does
not strictly comply with the terms of such Letter of Credit; or any payment
made by such L/C Issuer under such Letter of Credit to any Person purporting to
be a trustee in bankruptcy, debtor-in-possession, assignee for


 


44

















 


the benefit of creditors,
liquidator, receiver or other representative of or successor to any beneficiary
or any transferee of such Letter of Credit, including any arising in connection
with any proceeding under any Debtor Relief Law;


 


(v)           any exchange, release or
nonperfection of any Collateral, or any release or amendment or waiver of or
consent to departure from the Guaranty or any other guarantee, for all or any
of the Obligations of the Borrower or any Subsidiary in respect of such Letter
of Credit; or


 


(vi)          any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, the Borrower.


 


The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim
of noncompliance with the Borrower’s instructions or other irregularity, the
Borrower will immediately notify the applicable L/C Issuer. The Borrower shall
be conclusively deemed to have waived any such claim against the applicable L/C
Issuer and its correspondents unless such notice is given as aforesaid.


 


(f)            Role of L/C Issuer. Each
Lender and the Borrower agree that, in paying any drawing under a Letter of
Credit, no L/C Issuer shall have any responsibility to obtain any document
(other than any sight draft, certificates and documents expressly required by
the Letter of Credit) or to ascertain or inquire as to the validity or accuracy
of any such document or the authority of the Person executing or delivering any
such document.  None of the applicable
L/C Issuer, any Agent-Related Person nor any of the respective correspondents,
participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any
action taken or omitted in connection herewith at the request or with the
approval of the Lenders or the Required Lenders, as applicable; (ii) any
action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Letter of Credit Application.  The
Borrower hereby assumes all risks of the acts or omissions of any beneficiary
or transferee with respect to its use of any Letter of Credit; provided,
however, that this assumption is not intended to, and shall not,
preclude the Borrower’s pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuers, any Agent-Related
Person, nor any of the respective correspondents, participants or assignees of
the L/C Issuers, shall be liable or responsible for any of the matters
described in clauses (i) through (v) of Section 2.03(e); provided,
however, that anything in such clauses to the contrary notwithstanding, the
Borrower may have a claim against the applicable L/C Issuer, and the applicable
L/C Issuer may be liable to the Borrower, to the extent, but only to the
extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which the Borrower proves were caused by such L/C
Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with
the terms and conditions of a Letter of Credit. In furtherance and not in
limitation of the foregoing, the applicable L/C Issuer may accept documents
that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary, and
such L/C Issuer


 


45

















 


shall not be responsible for the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign a Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason.


 


(g)           Cash Collateral. Upon the
request of the Administrative Agent, (i) if an L/C Issuer has honored any
full or partial drawing request under any Letter of Credit and such drawing has
resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit
Expiration Date, any Letter of Credit for any reason remains outstanding and
partially or wholly undrawn, the Borrower shall immediately Cash Collateralize (A) with
respect to clause (i) above, the amount of such L/C Borrowing, and (B) with
respect to clause (ii) above, the Dollar amount of the then
Outstanding Amount of all L/C Obligations (in an amount equal to such
Outstanding Amount determined as of the date of such L/C Borrowing or the
Letter of Credit Expiration Date, as the case may be, and adjusted from time to
time as the Administrative Agent may, acting reasonably, determine due to
currency fluctuations).  Section 8.02(c) sets
forth certain additional requirements to deliver Cash Collateral
hereunder.  “Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for
the benefit of the L/C Issuers and the Lenders, as collateral for the L/C
Obligations, cash or deposit account balances pursuant to documentation in form
and substance satisfactory to the Administrative Agent and the L/C Issuers (which
documents are hereby consented to by the Lenders).  Derivatives of such term have corresponding
meanings.  The Borrower hereby grants to
the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, a
security interest in all such cash, deposit accounts and all balances therein
and all proceeds of the foregoing.  Cash
Collateral shall be maintained in blocked, non-interest bearing deposit
accounts at Bank of America.  If at any
time the Administrative Agent determines that any funds held as Cash Collateral
are subject to any right or claim of any Person other than the Administrative
Agent for the benefit of the Secured Parties or that the total amount of such
funds is less than the aggregate Outstanding Amount of all L/C Obligations, the
Borrower will, forthwith upon demand by the Administrative Agent, pay to the
Administrative Agent, as additional funds to be deposited and held in the
deposit accounts at Bank of America as aforesaid, an amount equal to the excess
of (a) such aggregate Outstanding Amount over (b) the total amount of
funds, if any, then held as Cash Collateral that the Administrative Agent
determines to be free and clear of any such right and claim. Upon the drawing
of any Letter of Credit for which funds are on deposit as Cash Collateral, such
funds shall be applied, to the extent permitted under applicable law, to
reimburse the applicable L/C Issuer.


 


(h)           Applicability of ISP98 and UCP.
Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower
when a Letter of Credit is issued (including any such agreement applicable to
an Existing Letter of Credit), (i) the rules of the ISP shall apply
to each standby Letter of Credit, and (ii) the rules of the Uniform
Customs and Practice for Documentary Credits, as most recently published by the
International Chamber of Commerce at the time of issuance shall apply to each
commercial Letter of Credit.


 


(i)            Letter of Credit Fees. The
Borrower shall pay to the Administrative Agent for the account of each
Revolving Credit Lender in accordance with its Pro Rata Share, a Letter of
Credit Fee (the “Letter
of Credit Fee”) for each Letter of Credit in an amount equal to (i) in
the case of any Financial Letter of Credit, (A) a rate per annum equal to
the Eurodollar


 


46

















 


Percentage for Revolving Credit Loans in effect from
time to time for each day during the applicable calculation period as set forth
in the grid in the definition of “Applicable Rate” times (B) the
daily maximum amount available to be drawn under such Letter of Credit (whether
or not such maximum amount is then in effect under such Letter of Credit and
determined, in the case of any Letter of Credit denominated in an Alternative
Currency, at the Spot Rate as of the most recent Revaluation Date) or (ii) in
the case of any Performance Letter of Credit or Documentary Letter of Credit, (A) a
rate per annum equal to 75% of the Eurodollar Percentage for Revolving Credit
Loans in effect from time to time for each day during the applicable
calculation period as set forth in the grid in the definition of “Applicable
Rate” times (B) the daily maximum amount available to be drawn
under such Letter of Credit and determined, in the case of any Letter of Credit
denominated in an Alternative Currency, at the Spot Rate as of the most recent
Revaluation Date (whether or not such maximum amount is then in effect under
such Letter of Credit). Letter of Credit Fees shall be computed on a quarterly
basis in arrears and due and payable on the last Business Day of each March,
June, September and December, commencing on June 29, 2007, on the
Letter of Credit Expiration Date and thereafter on demand. Notwithstanding
anything to the contrary contained herein, while any Event of Default under Section 8.01(a),
Section 8.01(f) or Section 8.01(g) exists,
all Letter of Credit Fees shall accrue at the Default Rate.


 


(j)            Fronting Fee and Documentary and
Processing Charges Payable to L/C Issuers. The Borrower shall pay directly
to the applicable L/C Issuer for its own account a fronting fee with respect to
each Letter of Credit issued by such L/C Issuer in the amount specified in the
Fee Letter, payable on the daily maximum amount available to be drawn under
such Letter of Credit (whether or not such maximum amount is then in effect
under such Letter of Credit) determined, in the case of any Letter of Credit
denominated in an Alternative Currency, at the Spot Rate. Such fronting fee
shall be due and payable (i) in the case of any Financial Letter of Credit
or Performance Letter of Credit, on the last Business Day of such March, June, September and
December, commencing on June 29, 2007, on the Letter of Credit Expiration
Date and thereafter on demand and (ii) in the case of any Documentary
Letter of Credit, on the date of issuance of any such Letter of Credit.  In addition, the Borrower shall pay directly
to each L/C Issuer for its own account the customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of
such L/C Issuer relating to letters of credit as from time to time in
effect.  Such customary fees and standard
costs and charges are due and payable on demand and are nonrefundable.


 


(k)           Conflict with Issuer Documents.
In the event of any conflict between the terms hereof and the terms of any
Issuer Document, the terms hereof shall control.


 


(l)            Monthly L/C Issuer Report. On
the fifth Business Day of each month, each L/C Issuer shall deliver a report to
the Administrative Agent identifying (i) each Letter of Credit and the
type and currency of such Letter of Credit issued by it during the prior month,
and (ii) with respect to each Letter of Credit issued by it that remains
outstanding, (A) the face amount thereof as of the end of the prior month
and the maximum potential face amount thereof, (B) the amount thereof that
was drawn in the prior month, and (C) the amount thereof that remains
undrawn as of the last Business Day of the prior month.


 


47

















 


2.04         Swing Line Loans.


 


(a)           The Swing Line. Subject to the
terms and conditions set forth herein, the Swing Line Lender agrees to make
loans (each such loan, a “Swing
Line Loan”) to the Borrower from time to time on any Business
Day during the Availability Period in an aggregate amount not to exceed at any
time outstanding the amount of the Swing Line Sublimit, notwithstanding the
fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the
Outstanding Amount of Loans and L/C Obligations of the Lender acting as Swing
Line Lender, may exceed the amount of such Lender’s Commitment; provided,
however, that after giving effect to any Swing Line Loan, (i) the
Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the
aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus
such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus
such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans
shall not exceed such Lender’s Revolving Credit Commitment, and provided
further that the Borrower shall not use the proceeds of any Swing Line
Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits,
and subject to the other terms and conditions hereof, the Borrower may borrow
under this Section 2.04, prepay under Section 2.05, and
reborrow under this Section 2.04. Each Swing Line Loan shall bear
interest at a fluctuating rate per annum equal to the “prime rate” as referred
to in the definition of Base Rate. 
Immediately upon the making of a Swing Line Loan, each Revolving Credit
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees
to, purchase from the Swing Line Lender a risk participation in such Swing Line
Loan in an amount equal to the product of such Lender’s Pro Rata Share times
the amount of such Swing Line Loan.


 


(b)           Borrowing Procedures. Each
Swing Line Borrowing shall be made upon the Borrower’s irrevocable written
notice to the Swing Line Lender and the Administrative Agent appropriately completed
and signed by a Responsible Officer of the Borrower. Each such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
1:00 p.m. on the requested borrowing date, and shall specify (i) the
amount to be borrowed, which shall be a minimum of $500,000, and (ii) the
requested borrowing date, which shall be a Business Day. Promptly after receipt
by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender
will confirm with the Administrative Agent (by telephone or in writing) that
the Administrative Agent has also received such Swing Line Loan Notice and, if
not, the Swing Line Lender will notify the Administrative Agent (by telephone
or in writing) of the contents thereof. Unless the Swing Line Lender has
received notice (by telephone or in writing) from the Administrative Agent
(including at the request of any Revolving Credit Lender) prior to 2:00 p.m.
on the date of the proposed Swing Line Borrowing (A) directing the Swing
Line Lender not to make such Swing Line Loan as a result of the limitations set
forth in the first proviso to the first sentence of Section 2.04(a),
or (B) that one or more of the applicable conditions specified in Article IV
is not then satisfied, then, subject to the terms and conditions hereof, the
Swing Line Lender will, not later than 3:00 p.m. on the borrowing date
specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the Borrower at its office by crediting the account of the
Borrower on the books of the Swing Line Lender in immediately available funds.


 


48
















 


(c)           Refinancing of Swing Line Loans.


 


(i)            The Swing Line Lender at any time in
its sole and absolute discretion may request, on behalf of the Borrower (which
hereby irrevocably authorizes the Swing Line Lender to so request on its
behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount
equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then
outstanding.  Such request shall be made
in writing (which written request shall be deemed to be a Committed Loan Notice
for purposes hereof) and in accordance with the requirements of Section 2.02,
without regard to the minimum and multiples specified therein for the principal
amount of Base Rate Loans, but subject to the unutilized portion of the
Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02.
The Swing Line Lender shall furnish the Borrower with a copy of the applicable
Committed Loan Notice promptly after delivering such notice to the
Administrative Agent.  Each Revolving
Credit Lender shall make an amount equal to its Pro Rata Share of the amount
specified in such Committed Loan Notice available to the Administrative Agent
in immediately available funds for the account of the Swing Line Lender at the
Administrative Agent’s Office not later than 1:00 p.m. on the day
specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii),
each Revolving Credit Lender that so makes funds available shall be deemed to
have made a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the
funds so received to the Swing Line Lender.


 


(ii)           If for any reason any Swing Line Loan
cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i),
the request for Base Rate Loans submitted by the Swing Line Lender as set forth
herein shall be deemed to be a request by the Swing Line Lender that each of
the Revolving Credit Lenders fund its risk participation in the relevant Swing
Line Loan and each Revolving Credit Lender’s payment to the Administrative
Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall
be deemed payment in respect of such participation, and such Swing Line Loan
shall thereafter bear interest at the Base Rate.


 


(iii)          If any Revolving Credit Lender fails
to make available to the Administrative Agent for the account of the Swing Line
Lender any amount required to be paid by such Lender pursuant to the foregoing
provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i),
the Swing Line Lender shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon
for the period from the date such payment is required to the date on which such
payment is immediately available to the Swing Line Lender at a rate per annum
equal to the Federal Funds Rate from time to time in effect.  A certificate of the Swing Line Lender
submitted to any Lender (through the Administrative Agent) with respect to any
amounts owing under this clause (iii) shall be conclusive absent manifest
error.


 


(iv)          Each Revolving Credit Lender’s
obligation to make Revolving Credit Loans or to purchase and fund risk
participations in Swing Line Loans pursuant to this Section 2.04(c) shall
be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right


 


49

















 


which such Lender may
have against the Swing Line Lender, the Borrower or any other Person for any
reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any
other occurrence, event or condition, whether or not similar to any of the
foregoing; provided, however, that each Revolving Credit Lender’s
obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is
subject to the conditions set forth in Section 4.02. No such
funding of risk participations shall relieve or otherwise impair the obligation
of the Borrower to repay Swing Line Loans, together with interest as provided
herein.


 


(d)           Repayment of Participations.


 


(i)            At any time after any Revolving
Credit Lender has purchased and funded a risk participation in a Swing Line
Loan, if the Swing Line Lender receives any payment on account of such Swing
Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata
Share of such payment (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Lender’s risk
participation was funded) in the same funds as those received by the Swing Line
Lender.


 


(ii)           If any payment received by the Swing
Line Lender in respect of principal or interest on any Swing Line Loan is
required to be returned by the Swing Line Lender under any of the circumstances
described in Section 10.06 (including pursuant to any settlement
entered into by the Swing Line Lender in its discretion), each Revolving Credit
Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand
of the Administrative Agent, plus interest thereon from the date of such demand
to the date such amount is returned, at a rate per annum equal to the Federal
Funds Rate.  The Administrative Agent
will make such demand upon the request of the Swing Line Lender.


 


(e)           Interest for Account of Swing Line
Lender. The Swing Line Lender shall be responsible for invoicing the
Borrower for interest on the Swing Line Loans. 
Until each Revolving Credit Lender funds its Base Rate Loan or risk
participation pursuant to this Section 2.04 to refinance such
Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro
Rata Share shall be solely for the account of the Swing Line Lender.


 


(f)            Payments Directly to Swing Line
Lender. The Borrower shall make all payments of principal and interest in
respect of the Swing Line Loans directly to the Swing Line Lender.


 


2.05         Prepayments.


 


(a)           Optional. (i) The
Borrower may, upon notice to the Administrative Agent, at any time or from time
to time voluntarily prepay Loans in whole or in part without premium or
penalty; provided that (1) such notice must be received by the
Administrative Agent not later than 11:00 a.m. (A) three Business
Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on
the date of prepayment of Base Rate Loans; (2) any prepayment of
Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base
Rate Loans shall be in a principal


 


50

















 


amount of $500,000 or a whole multiple of $100,000 in
excess thereof or, in each case, if less, the entire principal amount thereof
then outstanding.  Each such notice shall
specify the date and amount of such prepayment and the Type(s) of Loans to
be prepaid.  The Administrative Agent
will promptly notify each Lender of its receipt of each such notice, and of the
amount of such Lender’s Pro Rata Share of such prepayment.  If such notice is given by the Borrower, the
Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein.  Any prepayment of a Eurodollar Rate Loan
shall be accompanied by all accrued interest thereon, together with any
additional amounts required pursuant to Section 3.05. Each
prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall
be applied (i) ratably to the Term A Facility and, if applicable, any
Incremental Term Facilities and (ii) to the principal repayment installments
thereof on a pro rata basis and each such prepayment shall be paid to
the Lenders in accordance with their respective Pro Rata Shares.


 


(ii)           The Borrower may, upon notice to the
Swing Line Lender (with a copy to the Administrative Agent), at any time or
from time to time, voluntarily prepay Swing Line Loans in whole or in part
without premium or penalty; provided that (1) such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
1:00 p.m. on the date of the prepayment, and (2) any such prepayment
shall be in a minimum principal amount of $500,000. Each such notice shall
specify the date and amount of such prepayment. 
If such notice is given by the Borrower, the Borrower shall make such prepayment
and the payment amount specified in such notice shall be due and payable on the
date specified therein.


 


(b)           Mandatory. (i) Upon any
Extraordinary Receipt received by or paid to or for the account of the Borrower
or any of its Subject Subsidiaries in respect of its property or assets, after
the first $20,000,000 of Net Cash Proceeds relating to any Extraordinary
Receipt and thereafter any amount in excess of $3,000,000 for any one event or
series of related events, the Borrower shall prepay an aggregate principal amount
of Loans equal to 100% of all Net Cash Proceeds received therefrom within three
Business Days after the date of receipt thereof by the Borrower or such
Subsidiary subject to the provisions of Section 2.05(b)(iv); provided
that so long as no Default shall have occurred and be continuing, (A) if
the Borrower intends to reinvest the Net Cash Proceeds thereof in capital
assets used or useful in the business which may (but are not required to) be a
replacement, restoration or repair of the assets or property in respect of
which the Extraordinary Receipt was received, it shall deliver written notice
of such intention to the Administrative Agent on or prior to the fifth Business
Day immediately following the date on which Borrower receives such Net Cash
Proceeds, (B) if the Borrower shall have delivered such notice, the Net
Cash Proceeds thereof may be reinvested so long as within 12 months after the
receipt of such Net Cash Proceeds such reinvestment shall have begun and so
long as such reinvestment has not been terminated, abandoned or unreasonably
delayed, and is substantially completed within 24 months after the date of
receipt of such Net Cash Proceeds, and (C) on the date the Borrower
consummates such restoration, repair or replacement or purchase, it shall deliver
a certificate of a Responsible Officer to the Administrative Agent certifying
that all, or, subject to the immediately succeeding proviso, part of, such Net
Cash Proceeds have been reinvested in accordance with the proviso of this Section 2.05(b)(i) and,
as a result, no mandatory prepayments are required under this Section 2.05(b)(i);
provided  further that any Net Cash


 


51

















 


Proceeds not so reinvested at the end of such period
shall be immediately applied to the prepayment of the Loans as set forth in
this Section 2.05.


 


(ii)           Each prepayment of Loans pursuant to
this Section 2.05(b) shall be applied, first, ratably
to the Term A Facility and, if applicable, the Incremental Term Facilities and
to the principal repayment installments thereof on a pro rata basis and, thereafter,
to the Revolving Credit Facility in the manner set forth in clause (iii) of
this Section 2.05(b).


 


(iii)          Prepayments of the Revolving Credit
Facility made pursuant to clause (i) of this Section 2.05(b),
first, shall be applied to
prepay L/C Borrowings outstanding at such time until all such L/C Borrowings
are paid in full, second,
shall be applied to prepay Swing Line Loans outstanding at such time until all
such Swing Line Loans are paid in full, and, third, shall be applied to prepay Revolving
Credit Loans outstanding at such time until all such Revolving Credit Loans are
paid in full; and, in the case of prepayments of the Revolving Credit Facility
required pursuant to clause (i) of this Section 2.05(b), the
amount remaining, if any, after the prepayment in full of all Loans and L/C
Borrowings outstanding at such time, may be retained by the Borrower for use in
the ordinary course of its business. 
Upon the drawing of any Letter of Credit, which has been Cash
Collateralized, such funds shall be applied (without any further action by or
notice to or from the Borrower or any other Loan Party) to reimburse the
applicable L/C Issuer or the Revolving Credit Lenders, as applicable.


 


(iv)          Notwithstanding the provisions of Section 2.05(b)(i),
if any mandatory prepayments under Section 2.05(b)(i) would result in
the Borrower incurring any obligation (as determined in the reasonable judgment
of the Borrower) under Section 3.05 as a result of any such mandatory
prepayment of Eurodollar Loans prior to the last day of an Interest Period, so
long as no Default has occurred and is continuing, the Borrower may defer the
making of such mandatory prepayment until the earlier of (A) the last day
of such Interest Period and (B) the date thirty days after the date on
which such mandatory prepayment would otherwise have been required to be made.


 


2.06         Termination or Reduction of
Commitments.


 


(a)           Optional. The Borrower may,
upon notice to the Administrative Agent, terminate the unused portions of the
Term Commitments, the Letter of Credit Sublimit, or the unused Revolving Credit
Commitments, or from time to time permanently reduce the unused portions of the
Term Commitments, the Letter of Credit Sublimit, or the unused Revolving Credit
Commitments; provided that (i) any such notice shall be received by
the Administrative Agent not later than 11:00 a.m. five Business Days
prior to the date of termination or reduction, (ii) any such partial
reduction shall be in an aggregate amount of $10,000,000 or any whole multiple
of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate
or reduce the unused portions of the Term Commitments, the Letter of Credit
Sublimit, or the unused Revolving Credit Commitments if, after giving effect
thereto and to any concurrent prepayments hereunder, the Total Outstandings
would exceed the Aggregate Commitments.


 


(b)           Mandatory. (i) The
aggregate Term Commitments under any Term Facility shall be automatically and
permanently reduced to zero on the date of a Term Borrowing under such Term
Facility (after giving effect to such Term Borrowing).


 


52

















 


(ii)           If after giving effect to any
reduction or termination of unused Revolving Credit Commitments under this Section 2.06,
the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of
the Aggregate Revolving Credit Commitments, such Sublimit shall be
automatically reduced by the amount of such excess.


 


(c)           Application of Commitment
Reductions; Payment of Fees. The Administrative Agent will promptly notify
the Lenders of any termination or reduction of unused portions of the Term
Commitment, the Letter of Credit Sublimit, or the unused Revolving Credit
Commitment under this Section 2.06. Each reduction of the unused
portion of the Term Commitments pursuant to Section 2.06(a) shall
be applied ratably to the Term A Facility and, if applicable, the Incremental
Term Facilities and to the principal repayment installments thereof on a pro
rata basis. Upon any reduction of unused Commitments under a Facility, the
Commitment of each Lender under such Facility shall be reduced by such Lender’s
Pro Rata Share of the amount by which such Facility is reduced.  All fees accrued until the effective date of
any termination of the Aggregate Commitments shall be paid on the effective
date of such termination.


 


(d)           Scheduled Reduction of Incremental
Term Commitments. With respect to any Incremental Term Facility, any
reduction in the Incremental Term Commitments under such Incremental Term
Facility shall be set forth in the applicable Incremental Term Facility
Supplement.


 


2.07         Repayment of Loans.


 


(a)           Term A Loans. The Borrower
shall repay to the Administrative Agent for the ratable account of the Term A
Lenders the aggregate principal amount of all Term A Loans outstanding on the
following dates in the respective amounts set forth opposite such dates (which
amounts shall be reduced as a result of the application of prepayments in
accordance with the order of priority set forth in Section 2.06):


 


	
  Date

  	
   

  	
  Amount

  	
   

  
	
  June 30,
  2009

  	
   

  	
  $

  	
  3,437,500

  	
   

  
	
  September 30,
  2009

  	
   

  	
  $

  	
  3,437,500

  	
   

  
	
  December 31,
  2009

  	
   

  	
  $

  	
  3,437,500

  	
   

  
	
  March 31,
  2010

  	
   

  	
  $

  	
  3,437,500

  	
   

  
	
  June 30,
  2010

  	
   

  	
  $

  	
  3,437,500

  	
   

  
	
  September 30,
  2010

  	
   

  	
  $

  	
  3,437,500

  	
   

  
	
  December 31,
  2010

  	
   

  	
  $

  	
  3,437,500

  	
   

  
	
  March 31,
  2011

  	
   

  	
  $

  	
  3,437,500

  	
   

  
	
  June 30,
  2011

  	
   

  	
  $

  	
  6,875,000

  	
   

  
	
  September 30,
  2011

  	
   

  	
  $

  	
  6,875,000

  	
   

  
	
  December 30,
  2011

  	
   

  	
  $

  	
  6,875,000

  	
   

  
	
  March 29,
  2012

  	
   

  	
  $

  	
  6,875,000

  	
   

  



 


provided, however, that the final principal repayment
installment of the Term A Loans shall be repaid on the Maturity Date for the
Term A Facility under which such Term A Loans were made


 


53

















 


and in any event shall be in an amount equal to the
aggregate principal amount of all Term A Loans outstanding on such date.


 


(b)           Revolving Credit Loans. The
Borrower shall repay to the Administrative Agent for the ratable account of the
Revolving Credit Lenders on the Maturity Date for the Revolving Credit Facility
the aggregate principal amount of all Revolving Credit Advances outstanding on
such date.


 


(c)           Swing Line Loans. The Borrower
shall repay each Swing Line Loan on the earlier to occur of (i) the date
thirty Business Days after such Loan is made and (ii) the Maturity Date.


 


(d)           Incremental Term Loans. The
Borrower shall repay to the Administrative Agent for the ratable account of the
Term Lenders the aggregate principal amount of all Incremental Term Loans under
any applicable Incremental Term Facility outstanding on the dates in the
respective amounts on such dates (which amounts shall be reduced as a result of
the application of prepayments in accordance with the order of priority set
forth in Section 2.05) as may be set forth in the applicable
Incremental Term Facility Supplement: provided, however, that the
final principal repayment installment of the applicable Incremental Term Loans
shall be repaid on the Maturity Date for the applicable Incremental Term
Facility under which such Incremental Loans were made and in any event shall be
in an amount equal to the aggregate principal amount of all applicable
Incremental Term Loans outstanding on such date.


 


2.08         Interest


 


(a)           Subject to the provisions of Section 2.08(b),
(i) each Eurodollar Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to
the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each
Base Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate plus
the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at
a fluctuating rate per annum equal to the “prime rate” as referred to in the
definition of Base Rate.


 


(b)           (i)            During
all times that an Event of Default under Section 8.01(a), Section 8.01(f) or
Section 8.01(g) shall have occurred and be continuing, the
Borrower shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.


 


(ii)           Accrued and unpaid interest on past
due amounts (including interest on past due interest) shall be due and payable
upon demand.


 


(c)           Interest on each Loan shall be due
and payable in arrears on each Interest Payment Date applicable thereto and at
such other times as may be specified herein. 
Interest hereunder shall be due and payable in accordance with the terms
hereof before and after


 


54

















 


judgment,
and before and after the commencement of any proceeding under any Debtor Relief
Law.


 


2.09         Fees. In
addition to certain fees described in Sections 2.03(i) and (j):


 


(a)           Commitment Fee. The Borrower
shall pay to the Administrative Agent for the account of each Revolving Credit
Lender in accordance with its Pro Rata Share, a commitment fee equal to the
Applicable Rate times the actual daily amount by which the aggregate
Revolving Credit Commitments exceed the sum of (A) the Outstanding Amount
of Revolving Credit Loans and (B) the Outstanding Amount of L/C
Obligations; provided that any commitment fee accrued with respect to
any of the Commitments of a Defaulting Lender during the period prior to the
time such Lender became a Defaulting Lender and unpaid at such time shall not
be payable by the Borrower so long as such Lender shall be a Defaulting Lender
except to the extent that such commitment fee shall otherwise have been due and
payable by the Borrower prior to such time; provided, further,
that no commitment fee shall accrue on any of the Commitments of a Defaulting
Lender so long as such Lender shall be a Defaulting Lender.  The commitment fee shall accrue at all times
during the Availability Period, including at any time during which one or more
of the conditions in Article IV is not met, and shall be due and
payable quarterly in arrears on the last Business Day of each March, June, September and
December, commencing on June 29, 2007, and on the Maturity Date.  The commitment fee shall be calculated
quarterly in arrears, and if there is any change in the Applicable Rate during
any quarter, the actual daily amount shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.


 


(b            Other Fees. 
(i) The Borrower shall pay to the Arranger and the Administrative
Agent for their own respective accounts fees in the amounts and at the times
specified in the Fee Letter. Such fees shall be fully earned when paid and
shall not be refundable for any reason whatsoever.


 


(ii)           The Borrower shall pay to the
Administrative Agent such fees as shall have been separately agreed upon in
writing in the amounts and at the times so specified.  Such fees shall be fully earned when paid and
shall not be refundable for any reason whatsoever.


 


2.10         Computation of Interest and Fees.
All computations of interest for Base Rate Loans when the Base Rate is
determined by Bank of America’s “prime rate” shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest
shall be made on the basis of a 360-day year and actual days elapsed (which
results in more fees or interest, as applicable, being paid than if computed on
the basis of a 365-day year).  Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not
accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid, provided that any Loan that is repaid on the same day
on which it is made shall, subject to Section 2.12(a), bear
interest for one day. Each determination by the Administrative Agent of an
interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error.


 


55

















 


2.11         Evidence of Indebtedness.


 


(a)           The Credit Extensions made by each
Lender shall be evidenced by one or more accounts or records maintained by such
Lender and by the Administrative Agent in the ordinary course of business. The
accounts or records maintained by the Administrative Agent and each Lender
shall be conclusive absent manifest error of the amount of the Credit
Extensions made by the Lenders to the Borrower and the interest and payments
thereon.  Any failure to so record or any
error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrower hereunder to pay any amount owing with respect to the
Obligations.  In the event of any
conflict between the accounts and records maintained by any Lender and the
accounts and records of the Administrative Agent in respect of such matters,
the accounts and records of the Administrative Agent shall control in the
absence of manifest error.  Upon the
request of any Lender made through the Administrative Agent, the Borrower shall
execute and deliver to such Lender (through the Administrative Agent) a Note,
which shall evidence such Lender’s Loans in addition to such accounts or
records.  Each Lender may attach
schedules to its Note and endorse thereon the date, Type (if applicable),
amount and maturity of its Loans and payments with respect thereto.


 


(b)           In addition to the accounts and
records referred to in Section 2.11(a), each Lender and the
Administrative Agent shall maintain in accordance with its usual practice
accounts or records evidencing the purchases and sales by such Lender of
participations in Letters of Credit and Swing Line Loans.  In the event of any conflict between the
accounts and records maintained by the Administrative Agent and the accounts
and records of any Lender in respect of such matters, the accounts and records
of the Administrative Agent shall control in the absence of manifest error.


 


(c)           Entries made in good faith by the
Administrative Agent in the Register pursuant to Section 2.11(b),
and by each Lender in its account or accounts pursuant to Section 2.11(a),
shall be prima facie evidence of
the amount of principal and interest due and payable or to become due and
payable from the Borrower to, in the case of the Register, each Lender and, in
the case of such account or accounts, such Lender, under this Agreement and the
other Loan Documents, absent manifest error; provided that the failure
of the Administrative Agent or such Lender to make an entry, or any finding
that an entry is incorrect, in the Register or such account or accounts shall
not limit or otherwise affect the obligations of the Borrower under this
Agreement and the other Loan Documents.


 


2.12         Payments Generally.


 


(a)           All payments to be made by the
Borrower shall be made without condition or deduction for any counterclaim,
defense, recoupment or setoff.  Except as
otherwise expressly provided herein, all payments by the Borrower hereunder
shall be made to the Administrative Agent, for the account of the respective
Lenders to which such payment is owed, at the Administrative Agent’s Office in
Dollars and in immediately available funds not later than 2:00 p.m. on the
date specified herein.  The
Administrative Agent will promptly distribute to each Lender its Pro Rata Share
(or other applicable share as provided herein) of such payment in like funds as
received by wire transfer to such Lender’s Lending Office.  All payments received


 


56

















 


by the Administrative Agent after 2:00 p.m. shall
be deemed received on the next succeeding Business Day and any applicable
interest or fee shall continue to accrue.


 


(b)           If any payment to be made by the
Borrower shall come due on a day other than a Business Day, payment shall be
made on the next following Business Day, and such extension of time shall be
reflected in computing interest or fees, as the case may be; provided, however,
that, if such extension would cause payment of interest on or principal of
Eurodollar Rate Loans to be made in the next succeeding calendar month, such
payment shall be made on the immediately preceding Business Day.


 


(c)           Unless the Borrower or any Lender has
notified the Administrative Agent, prior to the date any payment is required to
be made by it to the Administrative Agent hereunder, that the Borrower or such
Lender, as the case may be, will not make such payment, the Administrative
Agent may assume that the Borrower or such Lender, as the case may be, has
timely made such payment and may (but shall not be so required to), in reliance
thereon, make available a corresponding amount to the Person entitled thereto.  If and to the extent that such payment was
not in fact made to the Administrative Agent in immediately available funds,
then:


 


(i)            if the Borrower failed to make such
payment, each Lender shall forthwith on demand repay to the Administrative
Agent the portion of such assumed payment that was made available to such
Lender in immediately available funds, together with interest thereon in
respect of each day from and including the date such amount was made available
by the Administrative Agent to such Lender to the date such amount is repaid to
the Administrative Agent in immediately available funds at the Federal Funds
Rate from time to time in effect; and


 


(ii)           if any Lender failed to make such
payment, such Lender shall forthwith on demand pay to the Administrative Agent
the amount thereof in immediately available funds, together with interest
thereon for the period from the date such amount was made available by the
Administrative Agent to the Borrower to the date such amount is recovered by
the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the
Federal Funds Rate from time to time in effect. 
If such Lender pays such amount to the Administrative Agent, then such
amount shall constitute such Lender’s Loan included in the applicable
Borrowing.  If such Lender does not pay
such amount forthwith upon the Administrative Agent’s demand therefor, the
Administrative Agent may make a demand therefor upon the Borrower, and the
Borrower shall pay such amount to the Administrative Agent, together with
interest thereon for the Compensation Period at a rate per annum equal to the
rate of interest applicable to the applicable Borrowing. Nothing herein shall
be deemed to relieve any Lender from its obligation to fulfill its Commitment
or to prejudice any rights, which the Administrative Agent or the Borrower may
have against any Lender as a result of any default by such Lender hereunder.


 


A notice of the
Administrative Agent to any Lender or the Borrower with respect to any amount
owing under this Section 2.12(c) shall be conclusive, absent
manifest error.


 


57

















 


(d)           If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided
in the foregoing provisions of this Article II, and such funds are
not made available to the Borrower by the Administrative Agent because the
conditions to the applicable Credit Extension set forth in Article IV
are not satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest.


 


(e)           The obligations of the Lenders
hereunder to make Loans and to fund participations in Letters of Credit and
Swing Line Loans are several and not joint. 
The failure of any Lender to make any Loan or to fund any such
participation on any date required hereunder shall not relieve any other Lender
of its corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan or purchase
its participation.


 


(f)            Nothing herein shall be deemed to
obligate any Lender to obtain the funds for any Loan in any particular place or
manner or to constitute a representation by any Lender that it has obtained or
will obtain the funds for any Loan in any particular place or manner.


 


(g)           The Borrower hereby authorizes each
Lender, if and to the extent payment owed to such Lender is not made when due
hereunder or, in the case of a Lender, under the Note held by such Lender, to
charge from time to time against any or all of the Borrower’s accounts with
such Lender any amount so due.


 


(h)           Whenever any payment received by the
Administrative Agent under this Agreement or any of the other Loan Documents is
insufficient to pay in full all amounts due and payable to the Agents and the
Lenders under or in respect of this Agreement and the other Loan Documents on
any date, such payment shall be distributed by the Administrative Agent and
applied by the Agents and the Lenders in the order of priority set forth in Section 8.03.
If the Administrative Agent receives funds for application to the Obligations
of the Loan Parties under or in respect of the Loan Documents under
circumstances for which the Loan Documents do not specify the manner in which
such funds are to be applied, the Administrative Agent may, but shall not be
obligated to, elect to distribute such funds to each of the Lenders in
accordance with such Lender’s Pro Rata Share of the sum of (A) the
Outstanding Amount of all Loans outstanding at such time and (b) the
Outstanding Amount of all L/C Obligations outstanding at such time, in
repayment or prepayment of such of the outstanding Loans or other Obligations
then owing to such Lender.


 


2.13         Sharing of Payments. If, other
than as expressly provided elsewhere herein, any Lender shall obtain on account
of the Loans made by it, or the participations in L/C Obligations or in Swing
Line Loans held by it, any payment (whether voluntary, involuntary, through the
exercise of any right of setoff, or otherwise) in excess of its ratable share
(or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify
the Administrative Agent of such fact, and (b) purchase from the other Lenders
such participations in the Loans made by them and/or such subparticipations in
the participations in L/C Obligations or Swing Line Loans held by them, as the
case may be, as shall be necessary to cause such purchasing Lender to share the
excess payment in respect of such Loans or such participations, as the case may
be, pro rata with each of them; provided, however, that if all or
any portion of


 


58

















 


such excess payment is thereafter recovered from the purchasing
Lender under any of the circumstances described in Section 10.06
(including pursuant to any settlement entered into by the purchasing Lender in
its discretion), such purchase shall to that extent be rescinded and each other
Lender shall repay to the purchasing Lender the purchase price paid therefor,
together with an amount equal to such paying Lender’s ratable share (according
to the proportion of (i) the amount of such paying Lender’s required
repayment to (ii) the total amount so recovered from the purchasing
Lender) of any interest or other amount paid or payable by the purchasing
Lender in respect of the total amount so recovered, without further interest
thereon.  The Borrower agrees that any
Lender so purchasing a participation from another Lender may, to the fullest
extent permitted by law, exercise all its rights of payment (including the
right of setoff, but subject to Section 10.09) with respect to such
participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation; provided  further
that, so long as the Obligations under the Loan Documents shall not have been
accelerated, any excess payment received by any Appropriate Lender shall be
shared on a pro rata basis only with other Appropriate Lenders. The
Administrative Agent will keep records (which shall be conclusive and binding
in the absence of manifest error) of participations purchased under this Section and
will in each case notify the Lenders following any such purchases or repayments.  Each Lender that purchases a participation
pursuant to this Section shall from and after such purchase have the right
to give all notices, requests, demands, directions and other communications
under this Agreement with respect to the portion of the Obligations purchased
to the same extent as though the purchasing Lender were the original owner of
the Obligations purchased.


 


2.14         Increase in
Revolving Commitments


 


(a)           So long as no Default has occurred
and is continuing and no Default would result therefrom, upon notice to the
Administrative Agent (which shall promptly notify all of the Lenders), the
Borrower may from time to time request an increase in the Revolving Credit
Commitments (each request for an increase in Revolving Credit Commitments being
a “Revolving Credit
Commitment Increase”; provided that (i) any such
request for an increase shall be in a minimum amount of $15,000,000, (ii) the
Borrower may make a maximum of four such requests and (iii) after giving
effect to any such increase, the aggregate amount of the Revolving Credit
Commitments and the Term Facilities shall not exceed $1,000,000,000 at any
time.  At the time of sending such
notice, the Borrower (in consultation with the Administrative Agent) shall
specify the time period within which each Lender is requested to respond (which
shall in no event be less than ten Business Days from the date of delivery of
such notice to the Lenders). Each Lender shall notify the Administrative Agent
within such time period whether or not it agrees to increase (which it may
determine in its sole discretion) its Revolving Credit Commitment and, if so,
whether by an amount equal to, greater than, or less than its Pro Rata Share of
such requested increase. Any Lender not responding within such time period
shall be deemed to have declined to increase its Commitment.  The Administrative Agent shall notify the
Borrower and each Lender of the Lenders’ responses to each request made
hereunder.  In the event that
insufficient Revolving Credit Commitments are received, the Borrower may
request additional Revolving Credit Commitments from new lenders that are
Eligible Assignees and upon execution of a Joinder Agreement, such Eligible
Assignee shall become a Revolving Credit Lender hereunder and the Borrower also
may reduce the amount of such requested increase, so


 


59

















 


long as such reduced amount is not less than the
minimum amount.  Schedule 2.01
shall be modified accordingly for all such new Revolving Credit Commitments.


 


(b)           If the Commitments are increased in
accordance with this Section 2.14, the Administrative Agent and the
Borrower shall determine the effective date (the “Increase Effective Date”) and the final
allocation of such increase.  The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
final allocation of such increase and the Increase Effective Date.  As a condition precedent to such increase,
the Borrower shall deliver to the Administrative Agent a certificate of each
Loan Party dated as of the Increase Effective Date (in sufficient copies for
each Lender) signed by a Responsible Officer of such Loan Party (i) certifying
and attaching the resolutions adopted by such Loan Party approving or
consenting to such increase, and (ii) in the case of the Borrower,
certifying that, before and after giving effect to such increase, (A) the
representations and warranties contained in Article V and the other
Loan Documents are true and correct on and as of the Extension Effective Date,
except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct as of such
earlier date, and except that for purposes of this Section 2.14,
the representations and warranties contained in subsections (a) and (b) of
Section 5.05 shall be deemed to refer to the most recent statements
furnished pursuant to subsections (a) and (b), respectively, of Section 6.01,
and (B) no Default exists.


 


(c)           On each Increase Effective Date, (x) the
Borrower shall prepay Revolving Credit Loans outstanding on such Increase
Effective Date (and pay any additional amounts required pursuant to Section 3.05),
including with the proceeds of new Revolving Credit Borrowings, to the extent
necessary to keep Revolving Credit Loans ratable with any revised Pro Rata
Shares arising from any nonratable increase in the Commitments under this Section 2.14,
and (y) if any L/C Advances are then outstanding pursuant to Section 2.03(c)(iii) or
any participations in Swing Line Loans pursuant to Section 2.04(c)(ii) are
outstanding, each Additional Revolving Credit Lender and each existing
Revolving Credit Lender increasing its Revolving Credit Commitments shall make
such L/C Advances or fund such participations in Swing Line Loans, and the L/C
Advances or participations in Swing Line Loans of existing Revolving Credit
Lenders not increasing their Revolving Credit Commitments shall be repaid, in
each case, to the extent necessary to keep such L/C Advances and participations
ratable with any revised Pro Rata Shares arising from any nonratable increase
in the Commitments pursuant to this Section 2.14.


 


(d)           This Section shall supersede any
provisions in Section 10.01 to the contrary.


 


2.15         Increase in Term Loan Commitments.


 


(a)           So long as no Default has occurred
and is continuing and no Default would result therefrom, upon notice to the
Administrative Agent (which shall promptly notify all of the Lenders), the
Borrower may from time to time, request the addition of one or more new term loan
facilities (each an “Incremental
Term Facility”) or one or more increases in the Term Commitments
under a Term Facility existing at the time of such request (each such request
for an Incremental Term Facility or an increase in Term Commitments being a “Term Commitment


 


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Increase”); provided that (i) any
such request for Incremental Term Commitments shall be in a minimum amount of
$50,000,000, (ii) the Borrower may make a maximum of three such requests and
(iii) after giving effect to any such Term Commitment Increase, the
aggregate amount of the Revolving Credit Commitments and the Term Facilities
shall not exceed $1,000,000,000 at any time. 
At the time of sending such notice, the Borrower (in consultation with
the Administrative Agent) shall specify:


 


(A)          The time period within which each
Lender is requested to respond, which shall in no event be less than ten
Business Days from the date of delivery of such notice to the Lenders,


 


(B)           If the request is for an Incremental
Term Facility, the requested Maturity Date for such Incremental Term Facility,
which shall not be prior to six months after the Maturity Date in respect of
the Term A Facility,


 


(C)           If the request is for an Incremental
Term Facility, the requested amortization schedule for such Incremental Term
Loans, which shall not amortize more rapidly (determined on the basis of
amortization as a percentage of the initial principal amount) than quarterly
installments of Term A Loans, and


 


(D)          If the request is for an Incremental
Term Facility, any scheduled reduction of Incremental Term Commitments for such
Incremental Term Facility.


 


(b)           Each Lender shall notify the
Administrative Agent within such time period whether or not it agrees to
participate (which it may determine in its sole discretion) in such Incremental
Term Facility and, if so, by what amount. 
Any Lender not responding within such time period shall be deemed to
have declined to participate.  The
Administrative Agent shall notify the Borrower and each Lender of the Lenders’
responses to each request made hereunder. In the event that insufficient
Incremental Term Commitments are received, the Borrower may request additional
Incremental Term Commitments from new lenders that are Eligible Assignees and
also may reduce the amount of such requested Incremental Term Commitments so
long as such reduced amount is not less than the minimum amount.  Any Eligible Assignee agreeing to a
Commitment in respect of an existing Term Facility shall, upon execution of a
Joinder Agreement, become a Term Lender hereunder.  Such Incremental Term Facility, and the terms
thereof, shall be set forth in an Incremental Term Facility Supplement to this
Agreement among the Borrower and the Lenders under the Incremental Term
Facility (upon execution of an Incremental Term Facility Supplement any
Eligible Assignee shall become a Term Lender hereunder). Schedule I to
such Incremental Term Facility Supplement shall set forth the Incremental Term
Commitments of each Term Lender.


 


(c)           If Incremental Term Commitments are
effected in accordance with this Section, the Administrative Agent and
the Borrower shall determine the effective date (the “Incremental Effective Date”)
and the final allocation of such Incremental Term Facility.  The Administrative Agent shall promptly
notify the Borrower and the Lenders of the final allocation of such increase
and the Incremental Effective Date.  As a
condition precedent to such increase, (i) the Borrower shall deliver to
the Administrative Agent a certificate of each Loan Party dated as of the
Incremental Effective Date (in sufficient copies for each Lender) signed by a


 


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Responsible
Officer of such Loan Party (A) certifying and attaching the resolutions
adopted by such Loan Party approving or consenting to such increase, and (B) in
the case of the Borrower, certifying that, before and after giving effect to
such increase, (x) the representations and warranties contained in Article V
and the other Loan Documents are true and correct on and as of the Incremental
Effective Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct
as of such earlier date, and except that for purposes of this Section 2.15,
the representations and warranties contained in subsections (a) and (b) of
Section 5.05 shall be deemed to refer to the most recent statements
furnished pursuant to subsections (a) and (b), respectively, of Section 6.01,
and (y) no Default exists, and (ii) each Guarantor shall reaffirm its
obligations under the Guaranty.


 


(d)           This Section shall supersede any
provisions in Section 10.01 to the contrary.


 


ARTICLE III


TAXES, YIELD PROTECTION AND
ILLEGALITY


 


3.01         Taxes.


 


(a)           Unless provided otherwise in Section 10.15(a)(iii),
any and all payments by the Borrower to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the
case of the Administrative Agent and each Lender, (i) taxes imposed on or
measured by its overall net income or its overall gross income and franchise
taxes imposed in lieu thereof, by the United States or by the jurisdiction (or
any political subdivision thereof) under the Laws of which the Administrative
Agent or such Lender, as the case may be, is organized or maintains a lending
office or its principal executive office, and (ii) any branch profits tax
imposed by the United States or any similar tax imposed by any other
jurisdiction in which such lending office or principal executive office is
located or is deemed to be doing business (all such non-excluded taxes, duties,
levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and liabilities being hereinafter referred to as “Taxes”). If the
Borrower shall be required by any Laws to deduct any Taxes from or in respect
of any sum payable under any Loan Document to the Administrative Agent or any
Lender, unless provided otherwise in Section 10.15(a)(iii), (i) the
sum payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 3.01(a)), the Administrative Agent or such Lender, as
applicable receives an amount equal to the sum it would have received had no
such deductions been made, (ii) the Borrower shall make such deductions, (iii) the
Borrower shall pay the full amount deducted to the relevant taxation authority
or other Governmental Authority in accordance with applicable Laws, and (iv) within
30 days after the date of such payment, the Borrower shall furnish to the
Administrative Agent (which shall forward the same to the applicable Lender) or
such Lender (as the case may be) the original or a certified copy of a receipt
evidencing payment thereof to the extent such a receipt is issued therefor, or
such other written evidence of payment thereof that is reasonably satisfactory
to the Administrative Agent.


 


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(b)           In addition, the Borrower agrees to
pay any and all present or future stamp, court or documentary taxes and any
other excise, property, intangible or mortgage recording taxes or similar
charges or levies which arise from any payment made under any Loan Document or
from the execution, delivery, performance, enforcement or registration of, or
otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”). If the
Borrower is required to pay material amounts of any Other Taxes with respect to
any Loan Document, then the applicable Lender shall take such steps as shall
not be materially disadvantageous to it, in the reasonable judgment of such
Lender, and as may be reasonably necessary (including designation of a
different lending office, if any) to eliminate or substantially reduce the amount
of such taxes otherwise payable by the Borrower under this Section 3.01(b).


 


(c)           Unless provided otherwise in Section 10.15(a)(iii),
the Borrower agrees to indemnify the Administrative Agent and each Lender for (i) the
full amount of Taxes and Other Taxes (including any Taxes or Other Taxes
imposed or asserted by any jurisdiction on amounts payable under this Section)
paid by the Administrative Agent or such Lender, and (ii) any liability
(including additions to tax, penalties, interest and reasonable expenses)
arising therefrom or with respect thereto, in each case whether or not such
Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority.  Payment
under this Section 3.01(c) shall be made within 30 days after
the date such Lender or the Administrative Agent makes a demand therefor.  A certificate setting forth the amount of
such payment delivered by a Lender or the Administrative Agent to the Borrower
shall be conclusive absent the manifest error of the Lender or the
Administrative Agent, as the case may be.


 


(d)           If any Lender or the Administrative
Agent receives a refund of Taxes or Other Taxes paid by the Borrower or for
which the Borrower has indemnified any Lender party or the Administrative
Agent, as the case may be, pursuant to this Section 3.01, then such
Lender or the Administrative Agent, as applicable, shall pay the amount of such
refund, net of any expenses incurred by or any Taxes or Other Taxes imposed on
such Lender or the Administrative Agent, to the Borrower within 30 days of the
receipt of such amount; provided that the Borrower agrees, upon the request of
such Lender or the Administrative Agent, to promptly return the amount of such
refund (or a portion thereof) to such Lender or the Administrative Agent
(together with the amount of any applicable penalties, interest or other
charges in respect thereof) if such Lender or the Administrative Agent is
required to repay such refund (or a portion thereof) to the relevant
Governmental Authority.  Notwithstanding
the foregoing, (i) the Borrower shall not be entitled to review the tax
records or financial information of any Lender or the Administrative Agent and (ii) neither
the Administrative Agent nor any Lender shall have any obligation to pursue any
refund of Taxes or Other Taxes paid by the Borrower.


 


3.02         Illegality.  If any Lender determines that any Law has made
it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable Lending Office to make, maintain or
fund Eurodollar Rate Loans, or to determine or charge interest rates based upon
the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower
through the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer
exist.  Upon receipt of such notice, the
Borrower shall, upon demand from such Lender (with a copy to the Administrative
Agent),


 


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prepay or, if applicable, convert all Eurodollar Rate
Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period therefor, if such Lender may lawfully continue to maintain such
Eurodollar Rate Loans to such day, or immediately, if such Lender may not
lawfully continue to maintain such Eurodollar Rate Loans.  Upon any such prepayment or conversion, the
Borrower shall also pay accrued interest on the amount so prepaid or converted.
Each Lender agrees to designate a different Lending Office if such designation
will avoid the need for such notice and will not, in the good faith judgment of
such Lender, otherwise be materially disadvantageous to such Lender.


 


3.03         Inability to Determine Rates. If
the Required Lenders determine that for any reason adequate and reasonable
means do not exist for determining the Eurodollar Rate for any requested
Interest Period with respect to a proposed Eurodollar Rate Loan, or that the
Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan does not adequately and fairly reflect the cost to such
Lenders of funding such Loan, or that Dollar deposits are not being offered to
banks in the London interbank eurodollar market for the applicable amount and
the Interest Period of such Eurodollar Rate Loan, the Administrative Agent will
promptly so notify the Borrower and each Lender.  Thereafter, the obligation of the Lenders to
make or maintain Eurodollar Rate Loans shall be suspended until the
Administrative Agent (upon the instruction of the Required Lenders) revokes
such notice. Upon receipt of such notice, the Borrower may revoke any pending
request for a Borrowing of, conversion to or continuation of Eurodollar Rate
Loans or, failing that, will be deemed to have converted such request into a
request for a Borrowing of Base Rate Loans in the amount specified therein.


 


3.04         Increased Cost and Reduced Return;
Capital Adequacy; Reserves on Eurodollar Rate Loans


 


(a)           If any Lender determines that as a
result of the introduction of or any change in or in the interpretation of any
Law that becomes effective after the date hereof (and in the case of a Lender
acquiring its interest in any Loan or Commitment in an Assignment and
Assumption, after the date of such Assignment and Assumption) or such Lender’s
compliance therewith, there shall be any increase in the cost to such Lender of
agreeing to make or making, funding or maintaining Eurodollar Rate Loans or (as
the case may be) issuing or participating in Letters of Credit, or a reduction
in the amount received or receivable by such Lender in connection with any of
the foregoing (excluding for purposes of this Section 3.04(a) any
such increased costs or reduction in amount resulting from (i) Taxes or
Other Taxes (as to which Section 3.01 shall govern), (ii) changes
in the basis of taxation of overall net income or overall gross income of such
Lender by the United States or any foreign jurisdiction or any political
subdivision of either thereof under the Laws of which such Lender is organized
or has its Lending Office, and (iii) reserve requirements contemplated by Section 3.04(c) utilized
in the determination of the Eurodollar Rate), then from time to time upon
demand of such Lender (with a copy of such demand to the Administrative Agent),
the Borrower shall pay to such Lender such additional amounts as will
compensate such Lender for such increased cost or reduction.  A certification as to the amount of such
increased cost, including a calculation thereof in reasonable detail, shall be
submitted to the Borrower upon the making of any demand pursuant to this
Section.


 


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(b)           If any Lender determines that the
introduction of any Law regarding capital adequacy or any change therein or in
the interpretation thereof, in each case, that becomes effective after the date
hereof (and in the case of a Lender acquiring its interest in any Loan or
Commitment in an Assignment and Assumption, after the date of such Assignment
and Assumption), or compliance by such Lender (or its Lending Office)
therewith, has the effect of reducing the rate of return on the capital of such
Lender or any corporation controlling such Lender as a consequence of such
Lender’s obligations hereunder (taking into consideration its policies with
respect to capital adequacy and such Lender’s desired return on capital), then
from time to time upon demand of such Lender (with a copy of such demand to the
Administrative Agent), the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender for such reduction. A certification as
to the amount of such additional amounts owed to such Lender under this Section 3.04(b),
including a calculation thereof in reasonable detail, shall be submitted to the
Borrower upon the making of any demand pursuant to this Section.


 


(c)           The Borrower shall pay to each
Lender, as long as such Lender shall be required to maintain reserves with
respect to liabilities or assets consisting of or including Eurocurrency funds
or deposits (currently known as “Eurocurrency liabilities”), additional
interest on the unpaid principal amount of each Eurodollar Rate Loan equal to
the actual costs of such reserves allocated to such Loan by such Lender (as
determined by such Lender in good faith, which determination shall be
conclusive), which shall be due and payable on each date on which interest is
payable on such Loan, provided the Borrower shall have received at least
15 days’ prior notice (with a copy to the Administrative Agent) of such
additional interest from such Lender. If a Lender fails to give notice 15 days
prior to the relevant Interest Payment Date, such additional interest shall be
due and payable 15 days from receipt of such notice.


 


(d)           Notwithstanding the foregoing subsections
(a) and (b) of this Section 3.04, the Borrower shall
only be obliged to compensate any Lender for any amount arising or accruing
during (i) any time period commencing not more than (A) in the case
of subsection (a), six months and (B) in the case of subsection
(b), three months, prior to the date on which such Lender notifies the
Administrative Agent and the Borrower that it proposes to demand such
compensation and identifies to the Administrative Agent and the Borrower the
statute, regulation or other basis upon which the claimed compensation is or
will be based and (ii) any time period during which, because of the
retroactive application of such statute, regulation or other basis, such Lender
did not know that such amount would arise or accrue.


 


3.05         Compensation for Losses.  Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrower shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of:


 


(a)           any continuation, conversion, payment
or prepayment of any Loan other than a Base Rate Loan on a day other than the
last day of the Interest Period for such Loan (whether voluntary, mandatory,
automatic, by reason of acceleration, or otherwise); or


 


65

















 


(b)           any failure by the Borrower (for a
reason other than the failure of such Lender to make a Loan) to prepay, borrow,
continue or convert any Loan other than a Base Rate Loan on the date or in the
amount notified by the Borrower; or


 


(c)           any assignment of a Eurodollar Rate
Loan on a day other than the last day of the Interest Period therefor as a
result of a request by the Borrower pursuant to Section 10.16;


 


including any loss of anticipated profits and any loss
or expense arising from the liquidation or reemployment of funds obtained by it
to maintain such Loan or from fees payable to terminate the deposits from which
such funds were obtained.  The Borrower
shall also pay any customary administrative fees charged by such Lender in
connection with the foregoing.


 


For purposes of
calculating amounts payable by the Borrower to the Lenders under this Section 3.05,
each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it
at the Eurodollar Rate for such Loan by a matching deposit or other borrowing
in the London interbank eurodollar market for a comparable amount and for a
comparable period, whether or not such Eurodollar Rate Loan was in fact so
funded.


 


3.06         Matters Applicable to all Requests
for Compensation.


 


(a)           A certificate of any Agent or any
Lender claiming compensation under this Article III and setting
forth the additional amount or amounts to be paid to it hereunder shall be
conclusive in the absence of manifest error. 
In determining such amount, such Agent or such Lender may use any
reasonable averaging and attribution methods.


 


(b)           Upon any Lender’s making a claim for
compensation under Section 3.01 or 3.04, the Borrower may
replace such Lender in accordance with Section 10.16.


 


3.07         Survival. All of the Borrower’s
obligations under this Article III shall survive termination of the
Aggregate Commitments and repayment of all other Obligations hereunder.


 


ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


4.01         Conditions of Restatement. The
amendment and restatement of the Existing Credit Agreement pursuant hereto
shall become effective on and as of the date (the “Restatement Closing Date”),
which shall occur on or prior to March 29, 2007, on which each of the
following conditions precedent shall have been satisfied or duly waived:


 


(a)           Substantially contemporaneously with
the Restatement Closing Date and the making of the initial Loans hereunder, all
principal of, and interest on, Loans owed to the Existing Lenders and all
accrued fees and other amounts payable to the Existing Lenders shall have been
paid in full.


 


(b)           The Administrative Agent’s receipt of
the following, each of which shall be originals or facsimiles (followed
promptly by delivery of originals to the Administrative


 


66

















 


Agent)
unless otherwise specified, each properly executed by a Responsible Officer of
the signing Loan Party, each dated the Restatement Closing Date (or, in the
case of certificates of governmental officials, a recent date before the
Restatement Closing Date) and each in form and substance satisfactory to the
Administrative Agent and each of the Lenders:


 


(i)            executed counterparts of this
Agreement and the Guaranty, sufficient in number for distribution to each
Agent, each Lender and the Borrower;


 


(ii)           a Note duly executed by the Borrower
in favor of each Lender requesting a Note;


 


(iii)          an amended and restated security
agreement, in substantially the form of Exhibit G hereto (together
with each other security agreement and security agreement supplement delivered
pursuant to Section 6.12, in each case as amended, the “Security Agreement”),
duly executed by each Loan Party, together with, to the extent not already
delivered to the Administrative Agent:


 


(A)          certificates representing the Pledged
Equity referred to therein accompanied by undated stock powers executed in
blank  and instruments evidencing the
Pledged Debt indorsed in blank,


 


(B)           copies of proper financing
statements, to be filed on or after the day of the initial Credit Extension
under the Uniform Commercial Code of all jurisdictions that the Administrative
Agent may deem necessary or desirable in order to perfect and protect the first
priority liens and security interests created under the Security Agreement,
covering the Collateral described in the Security Agreement,


 


(C)           evidence of the insurance required by
the terms of the Security Agreement,


 


(D)          to the extent not previously delivered
under the Existing Credit Agreement, executed Assignments of Government
Contract Claims and Notices of Assignment of Government Contract Claims with
respect to each Assignable Government Contract Claim (remaining as of the
Restatement Closing Date) in excess of $40,000,000 in effect as of the
Restatement Closing Date, in accordance with Section 4(c) of
the Security Agreement, and


 


(E)           evidence that all other action that
the Administrative Agent may deem necessary or desirable in order to perfect
and protect the first priority liens and security interests created under the
Security Agreement has been taken (including, without limitation, receipt of
duly executed UCC-3 termination statements);


 


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(iv)          to the extent requested by the
Administrative Agent and available as of the Restatement Closing Date, Mortgage
Modifications covering the Mortgaged Properties, duly executed by the
appropriate Loan Party, together with:


 


(A)          to the extent requested by the
Administrative Agent in its sole discretion, evidence that counterparts of the
Mortgage Modifications have been duly executed, acknowledged and delivered and
are in a form suitable for filing or recording in all filing or recording
offices that the Administrative Agent may deem necessary or desirable in order
to create a valid first (subject to Permitted Encumbrances) and subsisting Lien
on the property described therein in favor of the Administrative Agent for the
benefit of the Secured Parties and that all filing and recording taxes, if any,
and fees have been paid or will be paid upon recordation or filing of the
Mortgage Modifications,


 


(B)           to the extent required by the
Administrative Agent in its sole discretion, fully paid American Land Title
Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”)
or endorsements (including, but not limited to, “date-down” endorsements),
updates or confirmations thereof (in respect of Mortgage Policies previously
delivered under the Existing Credit Agreement) in form and substance, with
endorsements and in amount reasonably acceptable to the Administrative Agent,
issued, coinsured and reinsured by title insurers reasonably acceptable to the
Administrative Agent, insuring the Mortgages to be valid first and subsisting
Liens on the property described therein, free and clear of all defects and
encumbrances, excepting Permitted Encumbrances, and providing for such other
affirmative insurance (including endorsements for future advances under the
Loan Documents and for mechanics’ and materialmen’s Liens) and such coinsurance
and direct access reinsurance as the Administrative Agent may deem reasonably
necessary or desirable,


 


(C)           to the extent required by the
Administrative Agent and in any Loan Party’s possession, American Land Title
Association/American Congress on Surveying and Mapping form surveys, for which
all necessary fees (where applicable) have been paid, and dated as of a date
reasonably satisfactory to the Administrative Agent, showing all buildings and
other improvements, any off-site improvements, the location of any easements,
parking spaces, rights of way, building set-back lines and other dimensional
regulations and the absence of encroachments, either by such improvements or on
to such property, and other defects,


 


(D)          evidence of the insurance required by
the terms of the Mortgages, and


 


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(E)           such other consents, agreements and
confirmations of third parties relating to the Mortgaged Properties or
amendments, amendments and restatements, supplements, modifications, updates or
confirmations thereof (in respect of the Existing Mortgages) as the
Administrative Agent may deem reasonably necessary or desirable and evidence
that all other actions that the Administrative Agent may deem reasonably
necessary or desirable in order to create valid first (subject to Permitted
Encumbrances) and subsisting Liens on the property described in the Mortgages
have been taken;


 


(v)           such certificates of resolutions or
other action, incumbency certificates and/or other certificates of Responsible
Officers of each Loan Party as the Administrative Agent may require evidencing
the identity, authority and capacity of each Responsible Officer thereof
authorized to act as a Responsible Officer in connection with this Agreement
and the other Loan Documents to which such Loan Party is a party or is to be a
party;


 


(vi)          such documents and certifications as
the Administrative Agent may reasonably require to evidence that each Loan
Party (A) is duly organized or formed, including, without limitation,
certified true and correct copies of the charter of each Loan Party, and each
amendment thereto, as in effect on the Restatement Closing Date, and (B) is
validly existing, in good standing and qualified to engage in business in each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification, except to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect;


 


(vii)         a favorable opinion of Gibson, Dunn &
Crutcher LLP, special counsel to the Loan Parties, addressed to each Agent and
each Lender, as to the matters (including intellectual property matters) set
forth in Exhibit J-1;


 


(viii)        to the extent requested by the
Administrative Agent, favorable opinions of local counsel for the Loan Parties (i) in
jurisdictions in which the Mortgaged Properties are located, including, among
other things, opinions with respect to the enforceability and continuing
perfection of the Existing Mortgages as modified by the Mortgage Modifications
covering the Mortgaged Properties and any related fixture filings,
substantially in the form of Exhibit J-2 hereto and otherwise in
form and substance reasonably satisfactory to the Administrative Agent, and (ii) if
any Mortgage Modifications are delivered after the Restatement Closing Date
pursuant to Section 6.15 hereof, in jurisdictions in which the Loan
Parties party to such Mortgage Modifications are organized or formed, with
respect to the valid existence, corporate power and authority of such Loan
Parties in the execution and delivery of such Mortgage Modifications, in form
and substance reasonably satisfactory to the Administrative Agent;


 


(ix)           a favorable opinion of general
counsel to the Borrower, as to the matters set forth in Exhibit J-3;


 


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(x)            a certificate of a Responsible Officer
of the Borrower either  (A) attaching
copies of all consents, licenses and approvals required in connection with the
execution, delivery and performance by each Loan Party and the validity against
such Loan Party of the Loan Documents to which it is a party, and such
consents, licenses and approvals shall be in full force and effect, or (B) stating
that no such consents, licenses or approvals are so required;


 


(xi)           a certificate signed by a Responsible
Officer of the Borrower certifying (A) that the conditions specified in Sections
4.02(a) and (b) have been satisfied and (B) that
there has been no event or circumstance since March 31, 2006 that has had
or could be reasonably expected to have, either individually or in the
aggregate, a Material Adverse Effect;


 


(xii)          a certificate attesting to the
Solvency of the Loan Parties, on a consolidated basis, before and after giving
effect to the Transaction, from the Chief Financial Officer of the Borrower, in
substantially the form of Exhibit I hereto;


 


(xiii)         to the extent requested by the
Administrative Agent and available to the Borrower and its Subject
Subsidiaries, any currently relevant environmental assessment report, as to any
Environmental Liabilities to which any Loan Party or any of its Subsidiaries may
be subject, and the Lenders shall be satisfied that such Environmental
Liabilities were adequately reflected in the Borrower’s financial reserves
shown on the financial statements included in the Information Memorandum or
that, to the extent not so reflected, the Borrower has made adequate provision
for such Environmental Liabilities (including as may have been disclosed in any
filing with the SEC prior to the date of the Offering Memorandum);


 


(xiv)        evidence that all insurance required to
be maintained pursuant to the Loan Documents has been obtained and is in
effect; and


 


(xv)         such financial, business and other
information regarding the Borrower and its Subsidiaries and such other
assurances, certificates, documents, consents or opinions as any Agent or any
Lender reasonably may require.


 


(c)           The Borrower shall have paid, prior
to the Restatement Closing Date, (i) all fees and expenses (including the
reasonable fees and expenses of Shearman & Sterling LLP) required to
be paid on the Restatement Closing Date pursuant to the Fee Letter, and (ii) all
other fees and expenses required to be paid pursuant to Section 10.04(a) for
which invoices shall have been presented to the Borrower prior to the
Restatement Closing Date.


 


(d)           There
shall exist no action, suit, investigation, litigation or proceeding affecting
any Loan Party or any of its Subsidiaries pending or threatened before any
Governmental Authority or arbitrator that (i) could be reasonably likely
to have a Material Adverse Effect, or (ii) purports to affect the
legality, validity or enforceability of any Loan Document or the consummation
of the Transaction.


 


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(e)           All
governmental authorizations and all third party consents and approvals
necessary in connection with the Transaction shall have been obtained (without
the imposition of any conditions that are not acceptable to the Lenders) and
shall remain in effect; and no Law shall be applicable in the judgment of the
Lenders, in each case that restrains, prevents or imposes materially adverse
conditions upon the Transaction or the rights of the Loan Parties or their
Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien
on, any properties now owned or hereafter acquired by any of them.


 


4.02         Conditions
to all Credit Extensions. The obligation of each Lender to honor any
Request for Credit Extension (other than a Committed Loan Notice requesting
only a conversion of Loans to the other Type, or a continuation of Eurodollar
Rate Loans) is subject to the following conditions precedent:


 


(a)           The
representations and warranties of the Borrower and each other Loan Party
contained in Article V or any other Loan Document, or which are
contained in any document furnished at any time under or in connection herewith
or therewith, shall be true and correct in all material respects on and as of
the date of such Credit Extension, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct in all material respects as of such earlier
date, and except that for purposes of this Section 4.02, the
representations and warranties contained in Sections 5.05(a) and (b) shall
be deemed to refer to the most recent statements furnished pursuant to Sections
6.01(a) and (b), respectively.


 


(b)           No
Default shall exist, or would result from such proposed Credit Extension or
from the application of the proceeds therefrom.


 


(c)           The
Administrative Agent and, if applicable, an L/C Issuer or the Swing Line Lender
shall have received a Request for Credit Extension in accordance with the
requirements hereof.


 


Each Request for Credit Extension
(other than a Committed Loan Notice requesting only a conversion of Loans to
the other Type or a continuation of Eurodollar Rate Loans) submitted by the
Borrower shall be deemed to be a representation and warranty that the
conditions specified in Sections 4.02(a) and (b) have
been satisfied or will be satisfied on and as of the date of the applicable
Credit Extension and the Administrative Agent shall have received for the
account of such Lender or such L/C Issuer a certificate signed by a duly
authorized officer of the Borrower, dated the date of such Credit Extension,
stating that such statements are true.


 


ARTICLE V

REPRESENTATIONS AND WARRANTIES


 


The Borrower represents and warrants
to the Agents and the Lenders that:


 


5.01         Existence,
Qualification and Power; Compliance with Laws. The Borrower and each of its
Subsidiaries (a) is duly organized or formed, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all


 


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requisite corporate or other organizational power and
authority and all requisite governmental licenses, authorizations, consents and
approvals to (i) own or lease its assets and carry on its business and (ii) execute,
deliver and perform its obligations under the Loan Documents to which it is a
party, (c) is duly qualified and is licensed and in good standing under
the Laws of each jurisdiction where its ownership, lease or operation of
properties or the conduct of its business requires such qualification or
license, and (d) is in compliance with all Laws (such compliance to
include, without limitation, compliance with the Racketeer Influenced and
Corrupt Organizations Chapter of the Organized Crime Control Act of 1970, and
with the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, Pub.L.107-56 and all
other laws and regulations relating to money laundering and terrorist
activities); except in each case referred to in clause (b)(i), (c) or (d),
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect.


 


5.02         Authorization;
No Contravention. The execution, delivery and performance by each Loan
Party of each Loan Document to which such Person is or is to be a party, and
the consummation of the Transaction, are within such Loan Party’s corporate or
other organizational powers, have been duly authorized by all necessary
corporate or other organizational action, and do not and will not (a) contravene
the terms of any of such Person’s Organization Documents; (b) conflict
with or result in any breach or contravention of, or require any payment to be
made under (i) any Contractual Obligation to which such Person is a party
or affecting such Person or the properties of such Person or any of its
Subsidiaries or (ii) any order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which such Person or its
property is subject; (c) violate any Law; or (d) result in the
creation of any Lien other than a Lien expressly permitted under Section 7.01.


 


5.03         Governmental
Authorization; Other Consents. As of the Restatement Date and as of each
date for which Schedule 5.03 has been supplemented in accordance with Section 6.02(i),
no approval, consent, exemption, authorization, or other action by, or notice
to, or filing with, any Governmental Authority or any other Person is necessary
or required in connection with (i) the execution, delivery or performance
by, or enforcement against, any Loan Party of this Agreement or any other Loan
Document or Material Debt Document, or for the consummation of the Transaction,
(ii) the grant by any Loan Party of the Liens granted by it pursuant to
the Collateral Documents, (iii) the perfection or maintenance of the Liens
created under the Collateral Documents (including the first priority (subject
to Specified Statutory Liens) nature thereof) or (iv) the exercise by any
Agent or any Lender of its rights under the Loan Documents or the remedies in
respect of the Collateral pursuant to the Collateral Documents, except for the
authorizations, approvals, actions, notices and filings listed on Schedule
5.03 hereto, all of which have been duly obtained, taken, given or made and
are in full force and effect except as otherwise stated in such Schedule
5.03.


 


5.04         Binding
Effect. This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been, duly executed and delivered by each Loan Party that
is party thereto.  This Agreement
constitutes, and each other Loan Document when so delivered will constitute, a
legal, valid and binding obligation of such Loan Party, enforceable against
each Loan Party that is party thereto in accordance with its terms.


 


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5.05         Financial
Statements; No Material Adverse Effect.


 


(a)           The
Audited Financial Statements (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; (ii) fairly present the financial condition of
the Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (iii) show all Material Debt and other material
liabilities, direct or contingent, of the Borrower and its Subsidiaries as of
the date thereof, including liabilities for taxes, material commitments and
Indebtedness.


 


(b)           The
unaudited consolidated financial statements of the Borrower and its Subsidiaries
dated December 31, 2006, and the related consolidated statements of income
or operations and cash flows for the fiscal quarter ended on that date (i) were
prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein, and (ii) fairly
present the financial condition of the Borrower and its Subsidiaries as of the
date thereof and their results of operations for the period covered thereby,
subject, in the case of clauses (i) and (ii), to the absence of footnotes
and to normal yearend audit adjustments. 
As of the Restatement Date and as of each date for which such Schedule
5.05 has been supplemented in accordance with Section 6.02(i), Schedule
5.05 sets forth all Material Debt and other material liabilities, direct or
contingent, of the Borrower and its consolidated Subsidiaries as of the date of
such financial statements, including liabilities for taxes, material
commitments and Indebtedness and, except for Indebtedness under the Convertible
Notes, since the date of such financial statements through the Restatement
Closing Date, there has been no material change in such indebtedness or
liabilities.


 


(c)           Since the date of
the Audited Financial Statements, there has been no event or circumstance,
either individually or in the aggregate, that has had or could reasonably be
expected to have a Material Adverse Effect.


 


5.06         Litigation.  There are no actions, suits, proceedings,
claims or disputes pending or, to the knowledge of the Borrower after due and
diligent investigation, threatened, at law, in equity, in arbitration or before
any Governmental Authority, by or against the Borrower or any of its
Subsidiaries or against any of their properties or revenues that (a) purport
to affect or pertain to this Agreement, any other Loan Document, or the
consummation of the Transaction or any part thereof, or (b) either
individually or in the aggregate, if determined adversely, could reasonably be
expected to have a Material Adverse Effect.


 


5.07         No
Default. Neither the Borrower nor any Subsidiary is in default under or
with respect to, or a party to, any Contractual Obligation that could, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.  No Default has occurred
and is continuing or would result from the consummation of the transactions
contemplated by this Agreement or any other Loan Document.


 


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5.08         Ownership
of Property; Liens; Investments.


 


(a)           The
Borrower and each Subject Subsidiary has good record and marketable title in
fee simple to, or valid leasehold interests in, all real property necessary or
used in the ordinary conduct of its business as it is currently conducted,
except for Permitted Liens and such other defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


 


(b)           The
property of the Borrower and its Subject Subsidiaries is subject to no Liens,
other than Permitted Liens.


 


(c)           As
of the Restatement Date and as of each date for which such Schedule 5.08(c) has
been supplemented in accordance with Section 6.02(i), set forth on Schedule
5.08(c) hereto is a complete and accurate list, as of the Restatement
Closing Date, of all owned real property with a book value in excess of
$10,000,000 owned by the Borrower and its Subject Subsidiaries, as of the date
hereof showing the street address, county or other relevant jurisdiction,
state, and record owner thereof.  The
Borrower and each Subsidiary has good, marketable and insurable fee simple
title to such real property, free and clear of all Liens other than Permitted
Liens.


 


5.09         Environmental
Matters.


 


(a)           Borrower
and its Subsidiaries have been and are in compliance with all Environmental
Laws, including obtaining and complying with all required Environmental
Permits, other than non-compliances that could not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect.


 


(b)           Neither
the Borrower nor any of its Subsidiaries nor any property currently or, to the
knowledge of Borrower or any of its Subsidiaries, previously owned, operated or
leased by or for Borrower or any of its Subsidiaries is subject to any pending
or, to the knowledge of Borrower or any of its Subsidiaries, threatened, claim,
order, agreement, notice of violation, notice of potential liability or is the
subject of any pending or threatened proceeding or governmental investigation
under or pursuant to Environmental Laws other than those that could not,
individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect.


 


(c)           Except
as set forth on Schedule 5.09(c), as of the Restatement Closing Date and
as of each date for which such Schedule has been supplemented in accordance
with Section 6.02(i), neither the Borrower nor any of its Subsidiaries is
a treatment, storage or disposal facility requiring a permit under the Resource
Conservation and Recovery Act, 42  U.S.C.
§ 6901 et seq., the regulations thereunder or any state analog.


 


(d)           There
are no facts, circumstances or conditions known to Borrower or any of its
subsidiaries arising out of or relating to the operations or ownership of
Borrower or any of its Subsidiaries or of the property owned, operated or
leased by Borrower or any of its Subsidiaries that are not specifically
included in the financial information furnished to the Lenders that could be
reasonably expected to result in any material Environmental Liabilities,


 


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unless
such liabilities are (i) covered by environmental liability insurance, (ii) subject
to an indemnity from a Governmental Party, or (iii) subject to an
indemnity satisfactory to the Borrower from a Person that is not an Affiliate
of the Borrower that the board of directors of the Borrower have determined in
good faith is appropriately credit worthy in relation to the potential amount
of such liabilities.


 


(e)           As
the date hereof, no Environmental Lien has attached to any property of Borrower
or its Subsidiaries and, to the knowledge of Borrower or its Subsidiaries, no
facts, circumstance or conditions exist that could, individually or in the
aggregate, reasonably be expected to result in an Environmental Lien that would
have a Material Adverse Effect.


 


(f)            Neither
Borrower nor any of its Subsidiaries is undertaking, and has not completed,
either individually or together with other potentially responsible parties, as
of the Restatement Closing Date, any investigation or assessment or Remedial
Action relating to any actual or threatened release of Hazardous Materials at
any site, location or operation, either voluntarily or pursuant to the order of
any Governmental Authority or the requirements of any Environmental Law; and
all Hazardous Materials generated, used, treated, handled or stored at, or
transported to or from, any property currently or formerly owned or operated by
Borrower or any of its Subsidiaries have been disposed of in a manner that
could not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect.


 


5.10         Insurance.
The properties of the Borrower and its Subsidiaries are insured with
financially sound and reputable insurance companies, in such amounts (after
giving effect to any self-insurance compatible with the following standards),
with such deductibles and covering such risks as are customarily carried by
companies engaged in similar businesses and owning similar properties in
localities where the Borrower or the applicable Subsidiary operates.


 


5.11         Taxes.
The Borrower and its Subsidiaries have filed all federal and all material state
and other tax returns and reports required to be filed, and have paid all
federal and all material state and other taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are not yet due or are
being contested in good faith by appropriate proceedings diligently conducted
and for which adequate reserves have been provided in accordance with GAAP.
There is no proposed tax assessment against the Borrower or any Subsidiary that
would, if made, have a Material Adverse Effect.


 


5.12         ERISA
Compliance


 


(a)           Each
Plan is in compliance in all material respects with the applicable provisions
of ERISA, the Code and other applicable Laws. 
Each Plan that is intended to qualify under Section 401(a) of
the Code has received a favorable determination letter from the IRS or an
application for such a letter is currently being processed by the IRS with
respect thereto and, to the knowledge of the Borrower or any ERISA Affiliate
after due and diligent investigation, nothing has occurred which would prevent,
or cause the loss of, such qualification. 
Each Loan Party and each ERISA Affiliate have made all required
contributions to each Plan subject to Section 412 of the Code, and
no application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to
any Plan.


 


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(b)           There
are no pending or, to the knowledge of the Borrower or any ERISA Affiliate
after due and diligent investigation, threatened claims, actions or lawsuits,
or action by any Governmental Authority, with respect to any Plan that could be
reasonably be expected to have a Material Adverse Effect. There has been no
prohibited transaction or violation of the fiduciary responsibility rules with
respect to any Plan that has resulted or could reasonably be expected to result
in a Material Adverse Effect.


 


(c)           (i) No
ERISA Event has occurred or is reasonably expected to occur; (ii) no
Pension Plan has an “accumulated funding deficiency” (as defined in Section 412
of the Code), whether or not waived, and no application for a waiver of the
minimum funding standard has been filed with respect to any Pension Plan; (iii) neither
any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any material liability under Title IV of ERISA with respect to any
Pension Plan (other than premiums due and not delinquent under Section 4007
of ERISA); (iv) neither any Loan Party nor any ERISA Affiliate has
incurred, or reasonably expects to incur, any material liability (and no event
has occurred which, with the giving of notice under Section 4219 of
ERISA, would result in such liability) under Sections 4201 or 4243 of
ERISA with respect to a Multiemployer Plan; and (v) neither any Loan Party
nor any ERISA Affiliate has engaged in a transaction described in Sections
4069 or 4212(c) of ERISA.


 


(d)           (i) With
respect to each scheme or arrangement mandated by a government other than the
United States (a “Foreign
Government Scheme or Arrangements”), any employer and employee
contributions required by law or by the terms of any Foreign Government Scheme
or Arrangement or any Foreign Plan have been made, or, if applicable, accrued,
in accordance with normal accounting practices; and (ii) except for
Foreign Government Schemes or Arrangements, no Loan Party or Subsidiary of any
Loan Party maintains or contributes to any employee benefit plan that is not
subject to the Laws of the United States of America.


 


5.13         Subsidiaries;
Equity Interests.  As of the
Restatement Date and as of each date for  which such Schedule
5.13 has been supplemented in accordance with Section 6.02(i): (i) the
Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of
Schedule 5.13, and all of the outstanding Equity Interests in such
Subsidiaries (other than COI Ceramics, Inc.) have been validly issued, are
fully paid and non-assessable and are owned by a Loan Party in the amounts
specified on Part (a) of Schedule 5.13 free and clear of all
Liens except those created under the Collateral Documents and liens permitted
under Section 7.01(c); (ii) the Borrower and its Subject
Subsidiaries have no Investments constituting Equity Interests in any Person
other than (x) Subject Subsidiaries and (y) those specifically
disclosed in Part (b) of Schedule 5.13; (iii) set
forth on Part (c) of Schedule 5.13 is a complete and
accurate list of all Loan Parties, showing as of the Restatement Closing Date
(as to each Loan Party) the jurisdiction of its incorporation, the address of
its principal place of business and its U.S. taxpayer identification number or,
in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer
identification number, its unique identification number issued to it by the
jurisdiction of its incorporation; and (iv) the charter of each Loan Party
and each amendment thereto (in the form of the copies provided pursuant to Section 4.01(b)(vi))
is valid and in full force and effect.


 


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5.14         Margin
Regulations; Investment Company Act


 


(a)           The
Borrower is not engaged and will not engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the FRB), or extending credit for
the purpose of purchasing or carrying margin stock and no proceeds of any
Borrowings or drawings under any Letter of Credit will be used to purchase or
carry any margin stock or to extend credit to others for the purpose of
purchasing or carrying any margin stock.


 


(b)           None
of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or
is required to be registered as an “investment company” under the Investment
Company Act of 1940.  Neither the making
of any Loan, nor the issuance of any Letters of Credit, nor the application of
the proceeds or repayment thereof by the Borrower, nor the consummation of the
other transactions contemplated by the Loan Documents, will violate any
provision of any such Act or any rule, regulation or order of the SEC
thereunder.


 


5.15         Disclosure.
The Borrower has disclosed to the Agents and the Lenders all agreements,
instruments and corporate or other restrictions to which it or any of its
Subsidiaries is subject, and all other matters known to it, that, individually
or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect.  No report, financial
statement, certificate or other information furnished (whether in writing or
orally) by or on behalf of any Loan Party to any Agent or any Lender in
connection with the transactions contemplated hereby and the negotiation of
this Agreement or delivered hereunder or any other Loan Document (as modified
or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial
information, the Borrower represents only that such information was prepared in
good faith based upon assumptions believed by the Borrower to be reasonable at
the time.


 


5.16         Compliance
with Laws. Each Loan Party and each Subsidiary is in compliance in all
material respects with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its properties, except in such
instances in which (a) such requirement of Law or order, writ, injunction
or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.


 


5.17         Intellectual
Property; Licenses, Etc.  Except as
would not reasonably be expected to result in a Material Adverse Effect, the
Borrower and its Subsidiaries own, or have secured licenses for, all of the
trademarks, service marks, trade names, copyrights, patents, patent rights, and
other intellectual property rights used in the operation of their respective
business (collectively, “IP
Rights”). To the knowledge of each Loan Party and its Subject
Subsidiaries, the use of the IP Rights in connection with such businesses does
not materially infringe or misappropriate the rights of any other Person.  To the knowledge of the Borrower and its
Subject Subsidiaries, no slogan or other advertising device, product, process,
method, substance, part or other material now employed, or now contemplated to
be employed, by the Borrower or any of its Subject Subsidiaries materially infringes
upon any rights held by any other Person. 
No claim


 


77

















 


or
litigation regarding any of the foregoing is pending or, to the knowledge of
the Borrower and its Subsidiaries, threatened in writing, that, in either case,
would reasonably be expected to have a Material Adverse Effect.


 


5.18         Solvency.
The Loan Parties are, on a consolidated basis, Solvent.


 


5.19         Casualty,
Etc. Neither the business nor the properties of any Loan Party or any of
its Subsidiaries are affected by any fire, explosion, accident, strike, lockout
or other labor dispute, drought, storm, hail, earthquake, embargo, act of God
or of the public enemy or other casualty (whether or not covered by insurance)
that could be reasonably likely to have a Material Adverse Effect.


 


5.20         Perfection,
Etc. Except as otherwise set forth in Section 6.15 or not
required pursuant to Section 6.12, all filings and other actions
necessary or desirable to perfect and protect the security interest in the
Collateral created under the Collateral Documents have been duly made or taken
or will be duly made or taken immediately after the Restatement Closing Date,
and are in full force and effect, and the Collateral Documents create in favor
of the Administrative Agent for the benefit of the Secured Parties a valid and,
together with such filings and other actions, perfected first priority security
interest in the Collateral subject to Specified Statutory Liens, securing the
payment of the Secured Obligations, and all filings and other actions necessary
or desirable to perfect and protect such security interest have been duly taken
or will be duly made or taken immediately after the Restatement Closing
Date.  The Loan Parties are the legal and
beneficial owners of the Collateral free and clear of any Lien, except for the
liens and security interests created or permitted under the Loan Documents.


 


5.21         Designated
Senior Indebtedness. The Indebtedness under the Loan Documents and all
other Obligations constitute (i) “Senior Indebtedness” and “Designated
Senior Indebtedness” under the Senior Subordinated Notes Indenture and the
Convertible Notes Indenture, respectively, and (ii) senior indebtedness as
defined in terms analogous to the foregoing terms under any other Material Debt
Documents with respect to Material Debt that is subordinated in right of
payment to the Obligations.


 


5.22         Loan
Parties Consolidated Assets. The Borrower and the Guarantors collectively
own at least 85% of the consolidated total assets of the Borrower.


 


ARTICLE VI

AFFIRMATIVE COVENANTS


 


So long as any Lender shall have any
Commitment hereunder, any Loan or other Obligation hereunder which is accrued
and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, the Borrower shall, and shall (except in the case of the
covenants set forth in Sections 6.01,  6.02, 6.03 and 6.11)
cause each Subsidiary to:


 


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6.01         Financial
Statements. Deliver to the Administrative Agent and each Lender (including
through electronic and other customary internet-based means), in form and
detail satisfactory to the Administrative Agent and the Required Lenders:


 


(a)           as
soon as available, but in any event within 90 days after the end of each fiscal
year of the Borrower (commencing with the fiscal year ended March 31,
2007), an audited consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such fiscal year, and the related audited
consolidated statements of income or operations, shareholders’ equity and cash
flows for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail and prepared in
accordance with GAAP, audited and accompanied by a report and opinion of an
independent certified public accountant of nationally recognized standing
reasonably acceptable to the Required Lenders, which report and opinion shall
be prepared in accordance with generally accepted auditing standards and shall
not be subject to any “going concern” or like qualification or exception or any
qualification or exception as to the scope of such audit; and


 


(b)           as
soon as available, but in any event within 45 days after the end of each of the
first three fiscal quarters of each fiscal year of the Borrower (commencing
with the fiscal quarter ended July 1, 2007), an unaudited consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal
quarter, and the related consolidated statements of income or operations,
shareholders’ equity and cash flows for such fiscal quarter and for the portion
of the Borrower’s fiscal year then ended, setting forth in each case in
comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail and certified by a Responsible Officer of the Borrower
as fairly presenting the financial condition, results of operations,
shareholders’ equity and cash flows of the Borrower and its Subsidiaries in
accordance with GAAP, subject only to normal year-end audit adjustments and the
absence of footnotes.


 


As to any information contained in materials furnished pursuant
to Section 6.02(d), the Borrower shall not be separately required
to furnish such information under Section 6.01(a) or (b), but
the foregoing shall not be in derogation of the obligation of the Borrower to
furnish the information and materials described in Sections 6.01(a) and
(b) at the times specified therein.


 


6.02         Certificates;
Other Information. Deliver to the Administrative Agent and each Lender, in
form and detail satisfactory to the Administrative Agent and the Required
Lenders:


 


(a)           concurrently
with the delivery of the financial statements referred to in Section 6.01(a),
a certificate of its independent certified public accountants certifying such
financial statements and stating (which certificate and the statements
contained therein may be limited in form, scope and substance to the extent
required by accounting rules or guidelines in effect from time to time and
to the extent delivery of any such certificate is permitted pursuant to such rules or
guidelines) that in making the examination necessary therefor no knowledge was
obtained of any Default existed as of


 


79

















 


the
date of such statements or, if any such Default shall exist, stating the nature
and status of such event;


 


(b)           concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and
(b), (i) a duly completed Compliance Certificate signed by a Responsible
Officer of the Borrower, and in the event of any change in generally accepted
accounting principles used in the preparation of such financial statements, the
Borrower shall also provide, if necessary for the determination of compliance
with Section 7.10, a statement of reconciliation conforming such financial
statements to GAAP and (ii) a certificate of the chief financial officer
of the Borrower describing in reasonable detail (including amounts) all
Acquisitions consummated in such period pursuant to Section 7.03(f) and
all Investments in Foreign Subsidiaries, Joint Ventures and other minority
interests during such period made pursuant to Section 7.03(g);


 


(c)           promptly
after any request by the Administrative Agent or any Lender, copies of any
detailed audit reports, management letters or recommendations submitted to the
board of directors (or the audit committee of the board of directors) of any
Loan Party by independent accountants in connection with the accounts or books
of any Loan Party or any Subsidiary, or any audit of any of them;


 


(d)           promptly
after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the stockholders of the
Borrower, and copies of all annual, regular, periodic and special reports and
registration statements which the Borrower may file or be required to file with
the SEC under Section 13 or 15(d) of the Securities Exchange Act of
1934, or with any Governmental Authority that may be substituted therefor, or
with any national securities exchange, and in any case not otherwise required
to be delivered to the Administrative Agent pursuant hereto;


 


(e)           promptly
after the furnishing or receipt thereof, (i) copies of any statement or
report furnished to any holder of debt securities of any Loan Party or of any
of its Subsidiaries pursuant to the terms of any Material Debt Document
(relating to Material Debt incurred under Section 7.02(c) or (d)) and
not otherwise required to be furnished to the Lenders pursuant to any other
clause of this Section 6.02, and (ii) copies of all notices,
requests, demands, waivers, forbearances and other documents received by any
Loan Party or any of its Subsidiaries under or pursuant to any Material Debt
Document with respect to any event, development or circumstance that could be
adverse in any material respect (including the occurrence of any default) to (A) the
Borrower, any Material Subsidiaries or the Borrower and its Subsidiaries taken
as a whole or (B) the rights, interests and remedies of the Secured
Parties under any of the Loan Documents; and, from time to time upon request by
the Administrative Agent, such information and reports regarding such Material
Debt Document as the Administrative Agent may reasonably request;


 


(f)            as
soon as available and in any event within 30 days after the end of each fiscal
year, a report summarizing the insurance coverage (specifying type, amount and
carrier) in effect for each Loan Party and its Subsidiaries and containing such
additional


 


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information as the Administrative
Agent, or any Lender through the Administrative Agent, may reasonably specify;


 


(g)           promptly
and in any event within five Business Days after receipt thereof by any Loan
Party or any of its Subsidiaries, copies of each notice or other correspondence
received from the SEC (or comparable agency in any applicable non- U.S.
jurisdiction) concerning any formal investigation or other formal inquiry by
such agency regarding financial or other operational results of any Loan Party
or any of its Subsidiaries;


 


(h)           promptly
after receiving any written notice of any Environmental Action against any Loan
Party or any of its Subsidiaries or of any Loan Party or any of its
Subsidiaries obtaining knowledge of any noncompliance by any Loan Party or any
of its Subsidiaries with any Environmental Law or Environmental Permit that
could reasonably be expected to (i) have a Material Adverse Effect or (ii) cause
any property described in the Mortgages to be subject to any material
restrictions on occupancy or use or to be subject to any restrictions on ownership
or transferability under any Environmental Law, copies of such notice;


 


(i)            as
soon as available and in any event within 30 days after the end of (A) each
fiscal year, a report supplementing Schedules 5.08(c) and 5.13 hereto,
including an identification of (1) all owned real property of the type
described in Section 5.08(c) disposed of for $10,000,000 or more by
the Borrower or any of its Subject Subsidiaries during such fiscal year
(including the street address, county or other relevant jurisdiction, state and
sales prices thereof, (2) all owned real property acquired for $10,000,000
or more of the type described in Section 5.08(c) during such fiscal
year (including the street address, county or other relevant jurisdiction,
state, record owner, and purchase price thereof) and (3) a description of
such other changes, if any, in the information included in such Schedules as
may be necessary for such Schedules to be accurate and complete and (B) each
fiscal quarter, amendments to each Schedule referred to in Section 10 of
the Security Agreement to add any additional information or change any
information required to ensure the representations and warranties contained
therein are true and correct in all material respects; and


 


(j)            promptly,
such additional information regarding the business, financial, legal or
corporate affairs of any Loan Party or any Subsidiary, or compliance with the
terms of the Loan Documents, as the Administrative Agent or any Lender may from
time to time reasonably request.


 


Documents required to be delivered
pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to
the extent any such documents are included in materials otherwise filed with
the SEC) may be delivered electronically and if so delivered, shall be deemed
to have been delivered on the date (i) on which the Borrower posts such
documents, or provides a link thereto on the Borrower’s website on the Internet
at the website address listed on Schedule 10.02; or (ii) on which
such documents are posted on the Borrower’s behalf on an Internet or intranet
website, if any, to which each Lender and each Agent have access (whether a
commercial, third-party website or whether sponsored by the Administrative
Agent); provided that: (i) the


 


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Borrower shall deliver paper copies of such documents to the
Administrative Agent or any Lender that requests the Borrower to deliver such
paper copies until a written request to cease delivering paper copies is given
by the Administrative Agent or such Lender and (ii) the Borrower shall
notify (which may be by facsimile or by customary electronic or internet
postings) the Administrative Agent and each Lender of the posting of any such
documents and provide to the Administrative Agent by electronic mail electronic
versions of such documents). Notwithstanding anything contained herein, in
every instance the Borrower shall be required to provide paper copies of the
Compliance Certificates required by Section 6.02(b) to the
Administrative Agent.  Except for such
Compliance Certificates, the Administrative Agent shall have no obligation to
request the delivery or to maintain copies of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by the
Borrower with any such request for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such
documents.


 


The Borrower hereby acknowledges that
(a) the Administrative Agent and/or the Arrangers will, subject to Section 10.08,
make available to the Lenders and the L/C Issuers materials and/or information
provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”)
by posting the Borrower Materials on IntraLinks or another similar electronic
system (the “Platform”)
and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who
do not wish to receive material non-public information with respect to the
Borrower or its Affiliates, or the respective securities of any of the foregoing,
and who may be engaged in investment and other market-related activities with
respect to such Persons’ securities. The Borrower hereby agrees that (w) all
Borrower Materials that are to be made available to Public Lenders shall be
clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that
the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have
authorized the Administrative Agent, the Arrangers, the L/C Issuers and the
Lenders to treat such Borrower Materials as not containing any material
non-public information with respect to the Borrower or its respective
securities for purposes of United States Federal and state securities laws (provided,
however, that to the extent such Borrower Materials constitute
Information, they shall be treated as set forth in Section 10.08); (y) all
Borrower Materials marked “PUBLIC” are permitted to be made available through a
portion of the Platform designated “Public Investor”; and (z) the
Administrative Agent and the Arrangers shall be entitled to treat any Borrower
Materials that are not marked “PUBLIC” as being suitable only for posting on a
portion of the Platform not designated “Public Investor”.


 


6.03         Notices.
Within three Business Days, notify the Administrative Agent and each Lender:


 


(a)           upon
any Responsible Officer obtaining actual knowledge of the occurrence of any
Default;


 


(b)           (i) of
any Environmental Action or termination or cancellation of a Government
Contract by a Governmental Party or subcontract with respect to a Government
Contract that has resulted or could reasonably be expected to result in a
Material Adverse Effect, and (ii) upon any Responsible Officer obtaining
actual


 


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knowledge of any other matter that
has resulted or could reasonably be expected to result in a Material Adverse
Effect;


 


(c)           upon
any Responsible Officer obtaining actual knowledge of the occurrence of any
ERISA Event;


 


(d)           of
any material change in accounting policies or financial reporting practices by
any Loan Party or any Subject Subsidiary;


 


(e)           of
the receipt of any Extraordinary Receipt for which the Borrower is required to
make a mandatory repayment pursuant to Section 2.05(b)(i); and


 


(f)            of
any announcement by Moody’s or S&P of any change in the Senior Secured
Credit Rating.


 


Each notice pursuant to this Section,
other than notices under clauses (d) and (f) above,
shall be accompanied by a statement of a Responsible Officer of the Borrower
setting forth details of the occurrence referred to therein and stating what
action the Borrower has taken and proposes to take with respect thereto.  Each notice pursuant to Section 6.03(a) shall
describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached.


 


6.04         Payment
of Obligations. Pay and discharge as the same shall become due and payable,
all its obligations and liabilities, including all tax liabilities, assessments
and governmental charges or levies upon it or its properties or assets, unless
the same are being contested in good faith by appropriate proceedings
diligently conducted and adequate reserves in accordance with GAAP are being
maintained by the Borrower or such Subsidiary and except where the failure to
so pay or discharge could not in the aggregate be reasonably be expected to
have a Material Adverse Effect.


 


6.05         Preservation
of Existence, Etc. (a) Preserve, renew and maintain in full force and
effect its legal existence and good standing under the Laws of the jurisdiction
of its organization except in a transaction permitted by Section 7.04
or 7.05; and (b) take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary or desirable in the
normal conduct of its business, except, in each case, to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect.


 


6.06         Maintenance
of Properties. Subject to Section 7.05, (a) maintain,
preserve and protect all of its material properties and equipment necessary in
the operation of its business in good working order and condition, ordinary
wear and tear excepted; and (b) make all necessary repairs thereto and
renewals and replacements thereof except, where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.


 


6.07         Maintenance
of Insurance. Maintain with financially sound and reputable insurance
companies not Affiliates of the Borrower (other than insurance provided through
ATK Insurance Company which shall be subject to reasonable and prudent
re-insurance in light of the capitalization of ATK Insurance Company),
insurance with respect to its properties and business,


 


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subject to the provisions of Section 13 of the
Security Agreement, against loss or damage of the kinds customarily insured
against by Persons engaged in the same or similar business, of such types and
in such amounts (after giving effect to any insurance provided through ATK
Insurance Company which shall be subject to reasonable and prudent re-insurance
in light of the capitalization of ATK Insurance Company compatible with the
following standards) as are customarily carried under similar circumstances by
such other Persons and providing that such insurer will endeavor to give not
less than 30 days’ prior notice to the Administrative Agent of termination,
lapse or cancellation of such insurance. 
The Borrower and ATK Insurance Company shall give not less than 30 days’
prior notice to the Administrative Agent of termination, lapse or cancellation
of such insurance, including all re-insurance.


 


6.08         Compliance
with Laws. Comply in all material respects with the requirements of all
Laws (including, without limitation, Environmental Laws) and all orders, writs,
injunctions and decrees applicable to it or to its business or property, except
in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted or (b) the failure to comply therewith
could not reasonably be expected to have a Material Adverse Effect.


 


6.09         Books
and Records. (a) Maintain proper books of record and account, in which
full, true and correct entries in conformity with GAAP consistently applied
shall be made of all financial transactions and matters involving the assets
and business of the Borrower or such Subsidiary, as the case may be; and (b) maintain
such books of record and account in material conformity with all applicable
requirements of any Governmental Authority having regulatory jurisdiction over
the Borrower or such Subsidiary, as the case may be.


 


6.10         Inspection
Rights. Permit representatives and independent contractors of each Agent
and each Lender at the Lender’s own expense to visit and inspect any of its
properties, to examine its corporate, financial and operating records, and make
copies thereof or abstracts therefrom (subject to applicable governmental confidentiality
and secrecy laws and requirements), and to discuss its affairs, finances and
accounts with its directors, officers, and independent public accountants at
such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable advance notice to the Borrower; provided,
however, that when a Specified Default exists any Agent or any Lender
(or any of their respective representatives or independent contractors) may do
any of the foregoing at the expense of the Borrower at any time during normal
business hours and without advance notice.


 


6.11         Use
of Proceeds. Use the proceeds of the Credit Extensions for general
corporate purposes not in contravention of any Law or of any Loan Document,
including, without limitation, (a) for refinancing or replacing Credit
Extensions made by the Existing Lenders, (b) for providing working capital
to the Borrower and its Subsidiaries, including to enable them to perform their
obligations under Government Contracts, (c) for share repurchases and
dividends, and (d) for financing capital expenditures and Acquisitions.


 


6.12         Covenant
to Guarantee Obligations and Give Security.


 


(a)           Upon
(x) the request of the Administrative Agent following the occurrence and
during the continuance of a Specified Default or (y) the delivery of the
report (the “Report”)


 


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required to be delivered pursuant to Section 6.02(i) indicating
the formation or acquisition of any new direct or indirect Domestic Subsidiaries
by any Loan Party (and as may be required in order to comply with Section 7.11)
or the acquisition of any property by any Loan Party, and such property, in the
judgment of the Administrative Agent, shall not already be subject to a
perfected first priority security interest subject to Specified Statutory Liens
in favor of the Administrative Agent for the benefit of the Secured Parties,
unless expressly excluded from being required to be the subject of such
security interest by the terms of this Agreement or the terms of the Collateral
Documents, then the Borrower shall, in each case at the Borrower’s expense:


 


(i)            in
connection with the formation or acquisition of a Domestic Subsidiary, within
10 Business Days after the delivery of the Report, cause each such Domestic
Subsidiary, and cause each direct and indirect parent of such Domestic
Subsidiary (if it has not already done so), to duly execute and deliver to the
Administrative Agent a guaranty or guaranty supplement, in form and substance
reasonably satisfactory to the Administrative Agent, guaranteeing the other
Loan Parties’ obligations under the Loan Documents,


 


(ii)           within
5 Business Days after such request or after the delivery of the Report, furnish
to the Administrative Agent a description of the owned real properties having a
purchase price (or in the case of a Specified Default, fair market value) of
$10,000,000 or more and, in the case of a Specified Default, other properties
of the Loan Parties and their respective Subsidiaries so acquired or upon which
the Administrative Agent does not have a valid, first priority, perfected Lien,
unless expressly excluded from being required to be the subject of such
security interest by the terms of this Agreement or the terms of the Collateral
Documents, in each case in detail reasonably satisfactory to the Administrative
Agent,


 


(iii)          within
10 Business Days after such request or after the delivery of the Report, duly
execute and deliver, and cause each such Domestic Subsidiary and each direct
and indirect parent of such Domestic Subsidiary (if it has not already done so)
to duly execute and deliver, to the Administrative Agent mortgages, deeds of
trust, trust deeds, deeds to receive debt, pledges, assignments, Security
Agreement Supplements, IP Security Agreement Supplements and other security
agreements, as specified by and in form and substance reasonably satisfactory
to the Administrative Agent (including delivery of all Pledged Equity in and of
such Domestic Subsidiary, and other instruments of the type specified in Section 4.01(b)(iii)),
securing payment of all the Obligations of the applicable Loan Party, such
Subsidiary or such parent, as the case may be, under the Loan Documents and
constituting Liens on all such properties, except during the continuation of a
Specified Default, only to the same extent that is required in the Collateral
Documents,


 


(iv)          within
10 Business Days after such request or after the delivery of the Report, take,
and cause such Domestic Subsidiary or such parent to take, whatever action
(including, without limitation, the recording of mortgages, the filing of
Uniform Commercial Code financing statements, the giving of notices and the
endorsement of notices on title documents) may be necessary or advisable in the
opinion of the Administrative Agent to vest in the Administrative Agent (or in
any representative of the


 


85

















 


Administrative Agent designated by
it) valid and subsisting Liens on the properties purported to be subject to the
mortgages, deeds of trust, trust deeds, deeds to receive debt, pledges,
assignments, Security Agreement Supplements, IP Security Agreement Supplements
and security agreements delivered pursuant to this Section 6.12,
enforceable against all third parties in accordance with their terms, except
during the continuation of a Specified Default, only to the same extent that is
required in the Collateral Documents,


 


(v)           within
10 Business Days after such request or after the delivery of the Report,
deliver to the Administrative Agent, upon the request of the Administrative
Agent in its reasonable discretion, a signed copy of a favorable opinion,
addressed to the Administrative Agent and the other Secured Parties, of counsel
for the Loan Parties acceptable to the Administrative Agent as to the matters
contained in clauses (i), (iii) and (iv) above, as to such
guaranties, guaranty supplements, mortgages, deeds of trust, trust deeds, deeds
to receive debt, pledges, assignments, Security Agreement Supplements, IP Security
Agreement Supplements and security agreements being legal, valid and binding
obligations of each Loan Party party thereto enforceable in accordance with
their terms, as to the matters contained in clause (iv) above, as
to such recordings, filings, notices, endorsements and other actions being
sufficient to create valid perfected Liens on such properties, and as to such
other matters as the Administrative Agent may reasonably request,


 


(vi)          as
promptly as practicable after such request or after the delivery of the Report,
deliver, upon the request of the Administrative Agent in its reasonable
discretion, to the Administrative Agent with respect to each parcel of real
property acquired for $10,000,000 or more (except that no minimum amount shall
apply in the case of a Specified Default) owned by the entity that is the
subject of such request, formation or acquisition title policies, surveys and
environmental assessment reports, each in scope, form and substance reasonably
satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party
or any of its Subsidiaries shall have otherwise received any of the foregoing
items with respect to such real property, such items shall, promptly after the
receipt thereof, be delivered to the Administrative Agent, and


 


(vii)         promptly
execute and deliver any and all further instruments and documents and take all
such other actions as required by the Security Agreement and at any time and
from time to time as the Administrative Agent may deem necessary or desirable
in obtaining the full benefits of, or in perfecting and preserving the Liens
of, such guaranties, mortgages, deeds of trust, trust deeds, deeds to receive
debt, pledges, assignments, Security Agreement Supplements, IP Security Agreement
Supplements and security agreements.


 


(b)           Any Subsidiary or
Excluded Joint Venture that is not a Guarantor that becomes a guarantor with
respect to any Material Debt of any Loan Party shall immediately comply with Section 6.12(a) as
if it were a newly formed Domestic Subsidiary of a Loan Party.


 


6.13         Further Assurances.
Promptly upon request by any Agent, or any Lender through the Administrative
Agent, (i) correct any material defect or error that may be discovered


 


86

















 


in any
Loan Document or in the execution, acknowledgment, filing or recordation
thereof, and (ii) do, execute, acknowledge, deliver, record, re-record,
file, re-file, register and re-register any and all such further acts, deeds,
certificates, assurances and other instruments as any Agent, or any Lender
through the Administrative Agent, may reasonably require from time to time in
order to (A) carry out more effectively the purposes of the Loan
Documents, (B) to the fullest extent permitted by applicable law, subject
any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or
interests to the Liens now or hereafter intended to be covered by any of the
Collateral Documents, (C) perfect and maintain the validity, effectiveness
and priority of any of the Collateral Documents and any of the Liens intended
to be created thereunder and (D) assure, convey, grant, assign, transfer,
preserve, protect and confirm more effectively unto the Secured Parties the
rights granted or now or hereafter intended to be granted to the Secured
Parties under any Loan Document or under any other instrument executed in
connection with any Loan Document to which any Loan Party or any of its
Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do
so.


 


6.14         Material Contracts.
Perform and observe all the terms and provisions of each Material Contract to
be performed or observed by it, maintain each such Material Contract (including
each Government Contract) in full force and effect, enforce each such Material
Contract in accordance with its terms, except, in any case, where the failure
to do so, either individually or in the aggregate, would not be reasonably
likely to have a Material Adverse Effect.


 


6.15         Conditions
Subsequent to the Restatement Closing Date. (a) Within 60 days after
the Restatement Closing Date (which time period may be extended by an
additional 60 days at the sole discretion of the Administrative Agent), furnish
to the Administrative Agent such items required under Section 4.01(b)(iv) and
Section 4.01(b)(viii) that were not delivered on or prior to
the Restatement Closing Date in accordance with such sections, in each case in
compliance with the provisions of, and together with the other requirements set
forth in, such sections, (b) within 30 days after the Restatement Closing
Date (which time period may be extended by an additional 30 days at the sole
discretion of the Administrative Agent), at the sole discretion of the
Administrative Agent, furnish to the Administrative Agent a supplement to the
Intellectual Property Security Agreement, and (c) comply with the
requirements of Section 15(h) of the Security Agreement, if
applicable.


 


6.16         Assignable
Government Contract Claims. The Borrower and each other Loan Party shall (a) within
thirty days following the date thereof, notify the Administrative Agent upon (i) entering
into any individual Government Contract with Assignable Government Contract
Claims in excess of $40,000,000 (with descriptions of the contract, Government Party
and Loan Party), and (ii) the termination or cancellation of any
Government Contract with Government Contract Claims (remaining as of such time)
in excess of $50,000,000 and (b) comply with each provision in the
Security Agreement with respect to Government Contract Claims, including,
without limitation, execution and delivery of Assignments of Government
Contract Claims and Notices of Assignments of Government Contract Claims.


 


6.17         Preparation of
Environmental Reports. At the request of the Administrative Agent after the
Administrative Agent shall have obtained knowledge of any circumstances that
has the reasonable likelihood of Borrower or any of its Subsidiaries incurring


 


87

















 


any
Environmental Liability that could reasonably be expected to result in a
Default or a Material Adverse Effect as a result of any information provided
under Section 6.02(h) or (j) or Section 6.03(a) or
(b) hereunder or through other publicly available information filed
with the SEC, the Borrower shall provide to the Lenders within sixty days after
such request, at the expense of the Borrower, an environmental site assessment
report for any of its properties described in such request, prepared by an
environmental consulting firm acceptable to the Administrative Agent,
indicating the presence or absence of Hazardous Materials and the estimated
cost of any compliance, removal or remedial action in connection with any
Hazardous Materials on such properties; without limiting the generality of the
foregoing, if the Administrative Agent determines at any time that a material
risk exists that any such report will not be provided within the time referred
to above, the Administrative Agent may retain an environmental consulting firm
to prepare such report at the expense of the Borrower, and the Borrower hereby
grants and agrees to cause any Subsidiary that owns any property described in
such request to grant access at the time of such request to the Administrative
Agent, the Lenders, such firm and any agents or representatives thereof an
irrevocable non-exclusive license, subject to the rights of tenants, to enter
onto their respective properties to undertake such an assessment subject to
government approvals, if such approvals are required.  The Borrower shall take all reasonable steps
to obtain any such required government approvals.


 


ARTICLE VII 

NEGATIVE COVENANTS


 


So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder which is accrued and payable shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower
shall not, nor shall it permit any Subsidiary to, directly or indirectly:


 


7.01         Liens. Create,
incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, or sign or file or suffer to
exist under the Uniform Commercial Code of any jurisdiction a financing
statement that names the Borrower or any of its Subsidiaries as debtor, or sign
or suffer to exist any security agreement authorizing any secured party
thereunder to file such financing statement, or assign any accounts or other
right to receive income, other than the following:


 


(a)           Liens created
pursuant to any Loan Document;


 


(b)           Liens existing on the date hereof and
listed on Schedule 7.01(b) and any renewals or extensions thereof, provided
that (i) the property covered thereby is not changed, (ii) the amount
of the obligations secured thereby is not increased except, in respect of Indebtedness,
if permitted by Section 7.02(e), (iii) no additional Loan
Party shall become a direct or contingent obligor of the obligations secured
thereby and (iv) any renewal or extension of the obligations secured or
benefited thereby is permitted by Section 7.02(e);


 


(c)           Liens for taxes not yet due or which
are being contested in good faith and by appropriate proceedings diligently
conducted, if adequate reserves with respect thereto are maintained on the
books of the applicable Person in accordance with GAAP;


 


88

















 


(d)           carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s or other like Liens arising in the ordinary course
of business which are not overdue for a period of more than 30 days or which are
being contested in good faith and by appropriate proceedings diligently
conducted, if adequate reserves with respect thereto are maintained on the
books of the applicable Person;


 


(e)           pledges or deposits in the ordinary
course of business in connection with workers’ compensation, unemployment
insurance and other social security legislation, other than any Lien imposed by
ERISA;


 


(f)            deposits to secure the performance
of bids, trade contracts and leases (other than Indebtedness), statutory
obligations, surety bonds (other than bonds related to judgments or
litigation), performance bonds and other obligations of a like nature incurred
in the ordinary course of business;


 


(g)           (i) easements, rights-of-way,
zoning and similar restrictions and other similar encumbrances or title defects
which do not materially detract from the value of the property subject thereto
or materially interfere with the ordinary conduct of the business of the
applicable Person, and (ii) Permitted Encumbrances; provided  further,
that if a Loan Party or any Subsidiary is permitted to create or suffer any of
the Permitted Liens described in this Section 7.01(g) that
have been or will be recorded against the applicable property after the date
hereof, the Administrative Agent shall subordinate the lien of the mortgage to
such Permitted Lien, promptly after any such written request by a Loan Party or
Subsidiary, as applicable;


 


(h)           Liens securing judgments for the
payment of money not constituting an Event of Default under Section 8.01(h)
or securing appeal or other surety bonds related to such judgments;


 


(i)            Liens securing Indebtedness
permitted under Section 7.02(g); provided that (i) such
Liens do not at any time encumber any property other than the property financed
by such Indebtedness, (ii) the principal amount of the Indebtedness
secured thereby does not exceed the cost of the property being acquired,
constructed or improved on the date such Indebtedness is incurred and (iii) with
respect to Capitalized Leases, such Liens do not at any time extend to or cover
any Collateral or assets other than the assets subject to such Capitalized
Leases;


 


(j)            Liens on property of a Person
existing at the time such Person is merged into or consolidated with the
Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the
Borrower or on any Property acquired, in each case, in connection with any
Acquisition permitted under Section 7.03(f); provided that
such Liens were not created in contemplation of such Acquisition and do not
extend to any assets other than those of the Person merged into or consolidated
with the Borrower or such Subsidiary or acquired by the Borrower or such
Subsidiary and the obligations secured thereby are permitted under Section 7.02(g);


 


89

















 


(k)           (i) Liens created by any Loan
Party in favor of any other Loan Party and (ii) Liens created by any
Subsidiary that is not a Loan Party in favor of the Borrower or any other
Subsidiary;


 


(l)            (i) precautionary Uniform
Commercial Code filings by lessors under operating leases covering solely the
property subject to such leases and (ii) Uniform Commercial Code filings
in respect of Liens permitted under this Section 7.01;


 


(m)          Liens on equipment, inventory and
goods, including supplies, materials and work in process, created in the
ordinary course of business in favor of a Governmental Party by operation of
Parts 32 and 45 of the Federal Acquisition Regulation, all implementing
contract provisions at Part 52, and any corresponding provisions in any
applicable agency Federal Acquisition Regulation Supplement in connection with
the performance by the Borrower and its Subsidiaries under a Government
Contract (and not arising out of a default under such Government Contract);


 


(n)           other Liens securing obligations
outstanding in an aggregate amount not to exceed $50,000,000; and


 


(o)           Liens on any segregated and
identifiable proceeds of any assets subject to a Lien permitted by the
foregoing clauses of this Section 7.01 to the extent the documents
governing such Liens expressly provide therefor or such Liens arise as a matter
of law.


 


7.02         Indebtedness. Create, incur,
assume or suffer to exist any Indebtedness, except:


 


(a)           Indebtedness under the Loan
Documents;


 


(b)           Indebtedness of the Borrower under
the Senior Subordinated Notes and the Convertible Notes and guarantees thereof
by the Guarantors;


 


(c)           so long as no Default is continuing
or would result therefrom, Indebtedness of the Borrower that (i) is
subordinated in right of payment to the Obligations on terms and conditions
reasonably satisfactory to the Administrative Agent, (ii) has a scheduled
maturity no earlier than six months after the latest scheduled maturity of any
Facility, (iii) has no scheduled amortization or mandatory prepayment or
redemption (including at the option of the holders thereof) except customary
provisions for offers to purchase upon a change of control or an asset sale, (iv) has
covenants and defaults (A) no more restrictive to the Borrower and its
Subsidiaries than those contained in the Senior Subordinated Indenture, taken
as a whole, (which, if reasonably requested by the Borrower, may be confirmed
by the Administrative Agent, it being understood that the Administrative Agent
may, but shall not be obligated to, seek the consent of the Required Lenders
prior to giving such confirmation), or (B) otherwise acceptable to the
Required Lenders, and (v) which may be guaranteed by the Guarantors on the
same subordination terms as in clause (i) above; provided,
that if such Indebtedness is to be in the form of subordinated Indebtedness
convertible into common Equity Interests of the Borrower, such convertible
Indebtedness may have customary conversion and voluntary


 


90

















 


or mandatory redemption
provisions for convertible debt securities which may be payable in (x) common
Equity Interests of the Borrower at any time or (y) in cash only if
exercisable by the Borrower or the holders thereof after a date six months
after the latest scheduled maturity of any Facility (it being agreed that
conversion and redemption provisions substantially similar to the conversion
and redemption provisions of any Convertible Notes shall in any event be
permitted);


 


(d)           so long as (i) no Default is
continuing or would result therefrom, and (ii) after giving pro forma effect to the incurrence
thereof, the Borrower would have been in compliance with the Consolidated
Leverage Ratio covenant set forth in Section 7.10(b) for the
fiscal quarter most recently ended for which a Compliance Certificate has been
delivered, unsecured Senior Debt of the Borrower that (A) has a scheduled
maturity no earlier than six months after the latest scheduled maturity of any
Facility, (B) has no scheduled amortization or mandatory prepayment or
redemption (including at the option of the holders thereof) except customary
offers to purchase upon a change of control, and, to the extent then customary,
an asset sale, and (C) has covenants and defaults applicable to the
Borrower and its Subsidiaries customarily contained in senior note indentures
(and in any event, without limiting the foregoing, less restrictive than those
contained in this Agreement, it being understood that the Senior Subordinated
Notes Indenture is less restrictive than this Agreement); provided, that
if such Indebtedness is to be in the form of Indebtedness convertible into
common Equity Interests of the Borrower, such convertible Indebtedness may have
customary voluntary or mandatory redemption provisions for convertible debt
securities which may be payable in (x) common Equity Interests of the
Borrower at any time or (y) in cash only if exercisable by the Borrower or
the holders thereof after a date six months after the latest scheduled maturity
of any Facility (it being agreed that conversion and redemption provisions
substantially similar to the conversion and redemption provisions of any
Convertible Notes shall in any event be permitted);


 


(e)           Indebtedness outstanding on the date
hereof and listed on Schedule 7.02(e) and any refinancings,
refundings, renewals or extensions thereof; provided that the amount of
such Indebtedness is not increased at the time of such refinancing, refunding,
renewal or extension except by an amount equal to a reasonable premium or other
reasonable amount paid, and fees and expenses reasonably incurred, in
connection with such refinancing and by an amount equal to any existing
commitments unutilized thereunder and the direct and contingent obligors
thereof shall not be changed, as a result of or in connection with such
refinancing, refunding, renewal or extension; provided  still  further
that the terms relating to principal amount, amortization, maturity, collateral
(if any) and subordination (if any), and other material terms taken as a whole,
of any such extending, refunding or refinancing Indebtedness, and of any
agreement entered into and of any instrument issued in connection therewith,
are no less favorable in any material respect to the Loan Parties or the
Lenders than the terms of any agreement or instrument governing the
Indebtedness being extended, refunded or refinanced and the interest rate
applicable to any such extending, refunding or refinancing Indebtedness does
not exceed the then applicable market interest rate;


 


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(f)            (i) Guarantees of the Borrower
or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of
the Borrower or any Subsidiary, and (ii) intercompany Indebtedness among
the Borrower and its Subsidiaries, in each of clauses (i) and (ii),
so long as such Guarantee or intercompany Indebtedness is an Investment
permitted under Section 7.03;


 


(g)           Indebtedness in respect of
Capitalized Leases, Synthetic Leases and purchase money obligations for fixed
or capital assets acquired, constructed or improved within the limitations set
forth in Section 7.01(i); provided, however, that the
aggregate principal amount of all such Indebtedness at any one time outstanding
shall not exceed $50,000,000; and


 


(h)           Indebtedness not otherwise permitted
by this Section 7.02 in an aggregate principal amount outstanding
at any time not to exceed $100,000,000.


 


7.03         Investments. Make or hold any
Investments, except:


 


(a)           Investments held by the Borrower or a
Subsidiary in the form of Cash Equivalents; provided, that ATK Insurance
Company may also hold any other reasonable Investments in the ordinary course
of its operations;


 


(b)           (i) Investments of the Borrower
in any Guarantor, (ii) Investments of any Guarantor in the Borrower or another
Guarantor, and (iii) Investments by Subsidiaries that are not Loan Parties
in any Loan Party;


 


(c)           Investments consisting of extensions
of credit in the nature of accounts receivable or notes receivable arising from
the grant of trade credit in the ordinary course of business, and Investments
received in satisfaction or partial satisfaction thereof from financially
troubled account debtors to the extent reasonably necessary in order to prevent
or limit loss;


 


(d)           Investments existing on the date
hereof and set forth on Schedule 7.03(d);


 


(e)           Investments by the Borrower in Swap
Contracts in the ordinary course of business not prohibited under Section 7.16;
and


 


(f)            Investments consisting of
Acquisitions; provided that, with respect to each Acquisition made
pursuant to this Section 7.03(f):


 


(A)          if such Acquisition is in respect of (i) a
Person, such Person shall become a wholly-owned Domestic Subsidiary and such
Domestic Subsidiary shall comply with the requirements of Section 6.12,
and (ii) the assets of a Person, a Loan Party shall acquire such assets
and such Loan Party shall comply with the requirements of Section 6.12;


 


(B)           the lines of business of the Person
to be (or the property and assets of which are to be) so purchased or otherwise
acquired shall be in, or substantially related to, the aerospace, defense or
commercial ammunition industries;


 


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(C)           such Acquisition shall not include or
result in any Environmental Liabilities that could reasonably be expected to be
material to the business, financial condition, operations or prospects of any
Material Subsidiary or of the Borrower and its Subsidiaries, taken as a whole
unless such liabilities are (x) covered by environmental liability
insurance, (y) subject to an indemnity from a Governmental Party or (z) subject
to an indemnity satisfactory to the Borrower from the seller of such Person,
property or assets (or an Affiliate thereof) and the board of directors of the
Borrower have determined in good faith that the seller or such Affiliate
thereof is appropriately creditworthy in relation to the potential amount of
such Environmental Liabilities;


 


(D)          immediately before and immediately
after giving pro forma effect to
any such Acquisition, (i) no Default shall have occurred and be continuing
and (ii) the noncash consideration for such Acquisition may consist solely
of Company Stock; provided that (1) the Borrower shall demonstrate
in reasonable detail that after giving pro
forma effect to the Acquisition (including, without limitation,
the incurrence and assumption of any Indebtedness in connection therewith), the
Borrower would be in compliance by more than 0.25:1.00 with the Consolidated
Leverage Ratio covenant set forth in Section 7.10(b); and (2) for
the purposes of this Section 7.03, pro
forma compliance with respect to Section 7.10 shall be
computed for the fiscal quarter most recently ended for which a Compliance
Certificate has been delivered;


 


(E)           the Borrower shall have delivered to
the Administrative Agent, on behalf of the Lenders, at least two Business Days
following the date on which any such purchase or other acquisition is to be
consummated a certificate of a Responsible Officer, in form and substance
reasonably satisfactory to the Administrative Agent, certifying that all of the
requirements set forth in this Section 7.03(f) have been
satisfied or will be satisfied on or prior to the consummation of such purchase
or other acquisition; and


 


(g)           Investments by the Borrower and its
Subsidiaries not otherwise permitted under this Section 7.03 in an
aggregate amount not to exceed 10% of the consolidated total assets of the
Borrower (determined on a pro forma
basis as of the end of the prior fiscal year); provided that, with
respect to each Investment made pursuant to this Section 7.03(g):


 


(A)          such Investment shall not include and
would not reasonably be expected to result in any Environmental Liabilities
material to the business, financial condition, operations or prospects of any
Material Subsidiary or of the Borrower and its Subsidiaries, taken as a whole
unless such liabilities are (x) covered by environmental liability
insurance, (y) subject to an indemnity from a Governmental Party, or (z) subject
to an indemnity satisfactory to the Borrower from the seller of such Person,
property or assets (or an Affiliate thereof) and the board of directors of the
Borrower have determined in good faith that the seller or such Affiliate
thereof is appropriately creditworthy in relation to the potential amount of
such Environmental Liabilities;


 


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(B)           such Investment shall be in Persons,
property and assets which are part of, or in lines of business which are in, or
substantially related to, the aerospace, defense or commercial ammunition
industries; provided, that the aggregate amount of Investments under
this Section 7.03(g) shall be permitted only if, after giving pro forma effect thereto, the Loan Parties
would be in compliance with Section 7.11;


 


(C)           any determination of the amount of
such Investment shall include all cash consideration and noncash consideration
(including, without limitation, the fair market value of all Equity Interests
issued or transferred to the sellers thereof, all write-downs of property and
assets and reserves for liabilities with respect thereto) paid by or on behalf
of the Borrower and its Subsidiaries in connection with such Investment;


 


(D)          immediately before and immediately
after giving pro forma effect to
any such Investment, no Default shall have occurred and be continuing; provided
that pro forma compliance with
respect to Section 7.10 shall be computed for the fiscal quarter
most recently ended for which a Compliance Certificate has been delivered; and


 


(h)           Investments by the Borrower in
respect of, including by way of any contributions to, any employee benefit,
pension or retirement plan, including any Pension Plan or Mulitiemployer Plan.


 


7.04         Fundamental
Changes. Merge, dissolve, liquidate, consolidate with or into another Person,
or Dispose of (whether in one transaction or in a series of transactions) all
or substantially all of its assets (whether now owned or hereafter acquired) to
or in favor of a Person, except that, so long as no Default exists or would
result therefrom:


 


(a)           any Domestic Subsidiary may merge
with (i) the Borrower, provided that the Borrower shall be the
continuing or surviving Person, or (ii) any one or more other
Subsidiaries, provided that when any Guarantor is merging with another
Subsidiary, a Guarantor shall be the continuing or surviving Person;


 


(b)           any Loan Party may Dispose of all or
substantially all of its assets (upon voluntary liquidation or otherwise) to
the Borrower or to another Loan Party;


 


(c)           any Subsidiary which is not a Loan
Party may dispose of all or substantially all its assets to (i) another
Subsidiary which is not a Loan Party or (ii) to a Loan Party for no
consideration, or, in the case of this clause (ii), pursuant to a Disposition
which is in the nature of a liquidation; and


 


(d)           in connection with any Acquisition
permitted under Section 7.03(f), any Subsidiary of the Borrower may
merge into or consolidate with any other Person or permit any other Person to
merge into or consolidate with it; provided that the Person surviving such
merger shall be a wholly owned Domestic Subsidiary of the Borrower that
complies or is in compliance with Section 6.12.


 


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7.05         Dispositions. Make any
Disposition, except:


 


(a)           Dispositions of (i) obsolete or
worn out property, whether now owned or hereafter acquired, in the ordinary
course of business or (ii) property which the Borrower in good faith
determines is surplus property and as a result is no longer useful or economic
in the conduct of the business of the Borrower and its Subsidiaries;


 


(b)           Dispositions of
inventory in the ordinary course of business;


 


(c)           Dispositions of equipment or real
property to the extent that (i) such property is exchanged for credit
against the purchase price of similar replacement property or (ii) the
proceeds of such Disposition are, within 30 days after such Disposition,
applied to the purchase price of such replacement property;


 


(d)           Dispositions of property by (x) the
Borrower to any Guarantor and (y) any Subsidiary to the Borrower or to a
wholly-owned Subsidiary; provided that for Dispositions described in clause (y) above,
if the transferor of such property is a Guarantor, the transferee thereof must
either be the Borrower or a Guarantor;


 


(e)           (i) Dispositions
permitted by Section 7.04 and (ii) the grant of any Lien
permitted by Section 7.01;


 


(f)            Dispositions of
Cash Equivalents;


 


(g)           Non-exclusive licenses of IP Rights (i) in
the ordinary course of business, and (ii) in favor of a Governmental Party
in respect of IP Rights developed during the performance of a Government
Contract with such Governmental Party to the extent that such license was (A) required
by the Federal Acquisition Regulation or (B) contemplated by the Federal
Acquisition Regulation and included in such Government Contract if the Borrower
reasonably determines that such license was necessary or advisable in order to
procure such Government Contract;


 


(h)           concurrently with the acquisition of
any fixed or capital assets, the sale and leaseback thereof so long as such
lease is an operating lease and such acquisition, sale and leaseback
transaction was entered into in order to obtain favorable governmental pricing
of such assets; and


 


(i)            Dispositions by the Borrower and its
Subsidiaries not otherwise permitted under this Section 7.05; provided
that (i) at the time of such Disposition, no Default shall exist or would
result from such Disposition, (ii) the aggregate fair market value of all
property Disposed of in reliance on this clause (i) during the term of
this Agreement shall not exceed 15% of the consolidated total assets of the
Borrower in any one fiscal year and 20% of the consolidated total assets of the
Borrower in the aggregate since the Restatement Closing Date (in each case,
determined as of the date of the most recently delivered financial statements
pursuant to Section 6.01) and (iii) the price for such asset shall be
paid to the Borrower or such Subsidiary for at least 80% cash consideration;


 


95

















 


provided, however, that any (x) Disposition
pursuant to Section 7.05(a)(ii), Section 7.05(b) through
Section 7.05(f) (other than Section 7.05(d) and Section 7.05(e)(ii))
shall be for fair market value, (y) any Disposition of Equity Interests in
a Subsidiary pursuant to Section 7.05(i) resulting in a Joint
Venture shall only be permitted to the extent that the fair market value of the
remaining Equity Interests in such Joint Venture is an Investment permitted
under Section 7.03(g), and (z) any Disposition of assets to
another Person pursuant to Section 7.05(i) the consideration
for which are Equity Interests or other interests of another Person resulting
in a Joint Venture, shall only be permitted to the extent the fair market value
of such assets would constitute an Investment permitted under Section 7.03(g);
provided, further, that no assets shall be Disposed of under Section 7.05(i) in
connection with an asset securitization transaction.


 


7.06         Restricted
Payments. Declare or make, directly or indirectly, any Restricted Payment,
or incur any obligation (contingent or otherwise) to do so, except that, so
long as no Default shall have occurred and be continuing at the time of any
action described below or would result therefrom:


 


(a)           each Subsidiary may make Restricted
Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of
a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary
and to each other owner of capital stock or other Equity Interests of such
Subsidiary on a pro rata basis based on their relative ownership
interests);


 


(b)           each Subsidiary of the Borrower may
declare and make dividend payments or other distributions payable solely in the
common stock or other common Equity Interests of such Person;


 


(c)           the Borrower and each Subsidiary may
purchase, redeem or otherwise acquire shares of its common stock or other
common Equity Interests with the proceeds received from the substantially
concurrent issue of new shares of its common stock or other common Equity
Interests;


 


(d)           the Borrower may make Restricted
Payments so long as (1) the Material Debt Documents then outstanding would
permit such Restricted Payment, and (2) if, after giving effect thereto,
either (A) the pro forma
Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the
aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000
in each fiscal year plus (y) up to 100% of the Net Cash Proceeds
from the sale or issuance by the Borrower of any of its Equity Interest since
the Restatement Closing Date not used to make any Restricted Payments under Section 7.06(c) above
plus (z) 50% of the Consolidated Net Income since the Restatement
Closing Date; and


 


(e)           so long as such Restricted Payment
would be permitted under the Material Debt Documents then outstanding, the
Borrower may (A) redeem or purchase the Convertible Notes, in whole or in
part, at a redemption or purchase price not to exceed 100% of the principal
amount of the Convertible Notes to be redeemed, together with accrued or unpaid
interest thereon with any premium or other additional cash amounts with respect
thereto to be paid pursuant to Section 7.06(d); provided, that
after giving pro


 


96

















 


forma effect to such redemption or repurchase
and any transactions related thereto, (i) the Borrower shall be in
compliance with the covenants set forth in Section 7.10, and (ii) the
Borrower shall have a minimum of $75,000,000 of any combination of cash on hand
and availability under a revolving credit facility or (B) refinance the
Convertible Notes, in whole or in part, using subordinated Indebtedness having
a maturity date longer than the debt being refinanced and having subordination
terms not materially less favorable to the Lenders than the terms of the debt
being refinanced.


 


7.07         Change in Nature
of Business. Engage in any material line of business substantially different
from those lines of business conducted by the Borrower and its Subsidiaries on
the date hereof or any business substantially related or incidental thereto.


 


7.08         Transactions with
Affiliates. Enter into any transaction of any kind with any Affiliate of
the Borrower, whether or not in the ordinary course of business, other than on
fair and reasonable terms substantially as favorable to the Borrower or such
Subsidiary as would be obtainable by the Borrower or such Subsidiary at the
time in a comparable arm’s length transaction with a Person other than an
Affiliate, provided that the foregoing restriction shall not apply to (a) transactions
between or among any Loan Parties, (b) Restricted Payments permitted to be
made pursuant to Section 7.06, (c) issuances of securities or
other payments pursuant to, or the funding of, employment arrangements,
indemnification agreements, stock options and stock ownership plans approved by
the board of directors of the Borrower or such Subsidiary, (c) the grant
of stock options or similar rights  to
employees and directors of the Borrower pursuant to plans approved by the board
of directors of the Borrower, (d) loans or advances to employees in the
ordinary course of business in accordance with past practices of the Borrower
and its Subsidiaries to the extent permitted under Section 7.03,
but in any event not to exceed $2,000,000 in the aggregate outstanding at any
one time, and (e) the payment of reasonable fees to directors of the
Borrower and its Subsidiaries who are not employees of the Borrower or its
Subsidiaries.


 


7.09         Burdensome
Agreements. Enter into or permit to exist any Contractual Obligation (other
than this Agreement or any other Loan Document) that (a) limits the
ability (i) of any Subsidiary to make Restricted Payments to the Borrower
or any Guarantor or to otherwise transfer property to or to make Investments in
the Borrower or any Guarantor, except for any agreement in effect (A) on
the date hereof, (B) at the time any Subsidiary becomes a Subsidiary of the
Borrower, so long as such agreement was not entered into solely in
contemplation of such Person becoming a Subsidiary of the Borrower, or (C) any
other agreement or instrument entered into after the Restatement Closing Date, provided
that the encumbrances or restrictions in any such other agreement or instrument
are no more restrictive in any material respect than those contained in this
Agreement, the Senior Subordinated Notes Indenture or the Convertible Notes
Indenture, (ii) of any Subsidiary to Guarantee the Indebtedness of the
Borrower other than the Senior Subordinated Notes Indenture as in effect on the
date hereof, the Convertible Notes Indenture as in effect on the date hereof
and any Material Debt Document governing Indebtedness permitted under Section 7.02(c),
(d) or (h) so long as the applicable provisions thereof are no
more restrictive in any material respect than the Senior Subordinated Notes
Indenture or this Agreement as in effect on the date hereof or (iii) of
the Borrower or any Subsidiary to create, incur, assume or suffer to exist
Liens on property of such Person other than the Senior Subordinated Notes
Indenture as in effect on the date hereof, the


 


97

















 


Convertible
Notes Indenture as in effect on the date hereof, any Material Debt Document
governing Indebtedness permitted under Section 7.02(c) or (h) so
long as the applicable provisions thereof are no more restrictive in any
material respect than the Senior Subordinated Notes Indenture as in effect on
the date hereof, and any Material Debt Document governing Indebtedness
permitted under Section 7.02(d) or (h) so long as such
provisions are no more restrictive in any material respect than customary
provisions contained in senior note or senior discount note indentures as
determined in the reasonable discretion of the Administrative Agent; provided,
however, that this clause (iii) shall not prohibit any negative
pledge incurred or provided in favor of any holder of Indebtedness permitted
under Section 7.02(g) solely to the extent any such negative
pledge relates to the property financed by or the subject of such Indebtedness;
or (b) requires the grant of a Lien to secure an obligation of such Person
if a Lien is granted to secure another obligation of such Person other than
customary provisions in the indentures and the Material Debt Documents referred
to in clause (a)(iii) above so long such indentures and the
Material Debt Documents do not require the grant of a Lien to secure an
obligation of such Person if a Lien is granted to secure any obligations of the
Borrower or its Subsidiaries with respect to any of the Loan Documents.


 


7.10         Financial
Covenants.


 


(a)           Consolidated
Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as
of the end of any fiscal quarter of the Borrower to be less than 3.00:1.00.


 


(b)           Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio on the last day of
any fiscal quarter to be greater than the ratio set forth below opposite such
fiscal quarter.


 


	
  Fiscal Quarters Ending

  	
   

  	
  Maximum Consolidated Leverage Ratio

  
	
  Restatement Closing
  Date through March 31, 2007

  	
   

  	
  4.50:1:00

  
	
  April 1, 2007
  through July 1, 2007

  	
   

  	
  4.50:1:00

  
	
  July 2, 2007
  through September 30, 2007

  	
   

  	
  4.25:1:00

  
	
   

  	
   

  	
   

  
	
  October 1, 2007
  through June 29, 2008

  	
   

  	
  4.25:1:00

  
	
  June 30, 2008 and
  each fiscal quarter thereafter

  	
   

  	
  4.00:1:00

  



 


7.11         Loan Parties
Consolidated Assets. Notwithstanding anything to the contrary, permit the
Borrower and the Guarantors collectively at any time to own less than 85% of
the consolidated total assets of the Borrower determined as of the date of the
last financial statements delivered pursuant to Section 6.01,
including, without limitation, as the result of any Disposition or Investment.


 


7.12         Amendments of
Organization Documents. Amend any of its Organization Documents in a manner
that adversely affects the rights of the Agents or the Lenders under the Loan
Documents on their ability to enforce the same.


 


98

















 


7.13         Accounting Changes.
Make any change in (i) accounting policies or reporting practices, except
as required or permitted by generally accepted accounting principles, or (ii) fiscal
year.


 


7.14         Prepayments, Etc.
of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise
satisfy prior to the scheduled maturity thereof in any manner, or make any
payment in violation of any subordination terms of, any subordinated
Indebtedness, except the refinancing of subordinated Indebtedness with other
Indebtedness to the extent permitted under Section 7.02(c), (d) or
(h) and except to the extent permitted under clause (d) or
(e) of Section 7.06 or (b) voluntarily prepay,
redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity
thereof in any manner any Indebtedness incurred under Section 7.02(d),
except so long as no Default is continuing or would result therefrom.


 


7.15         Amendment, Etc. of
Related Documents. Cancel or terminate any Senior Subordinated Notes
Document, the Convertible Notes Document or any Material Debt Documents with
respect to subordinated Material Debt or consent to or amend, modify or change
in any manner any term or condition thereof or give any consent, waiver or
approval thereunder, waive any default under or any breach of any term or
condition thereof, agree in any manner to any other amendment, modification or
change of any term or condition thereof or take any other action in connection
therewith that would impair the value of the interest or rights of any Loan
Party thereunder or that would impair the rights or interests of any Agent or
any Lender, other than any termination thereof in connection with the payment
in full of all Obligations thereunder.


 


7.16         Speculative
Transactions. Engage, or permit any of its Subsidiaries to engage, in any
transaction involving Swap Contracts, including commodity options or futures
contracts, which are speculative in nature and not in the ordinary course of
business.


 


7.17         Material Contracts.
Cancel or terminate, or, to the extent it has the power to do so (including
through compliance with and performance of all terms and obligations of
Material Contracts), permit the cancellation or termination of, Material
Contracts involving aggregate consideration payable to the Borrower and its
Subsidiaries in any fiscal year of more than 25% of the consolidated revenues
of the Borrower and its Subsidiaries for the prior fiscal year.


 


7.18         No Other
Designated Senior Indebtedness. Designate any Indebtedness, other than
Indebtedness arising under the Loan Documents, as “Designated Senior
Indebtedness” or analogous provision under the Senior Subordinated Notes
Indenture, or the Convertible Notes Indenture or any analogous term describing
senior indebtedness under any Material Debt Document in respect of subordinated
Material Debt.


 


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ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES


 


8.01         Events of Default.
 Any of the following shall constitute an
Event of Default:


 


(a)           Non-Payment. The Borrower or
any other Loan Party fails to (i) pay when and as required to be paid
herein, any amount of principal of any Loan or any L/C Obligation, or (ii) pay
within five Business Days after the same becomes due, any interest on any Loan
or on any L/C Obligation, or any fee due hereunder, or any other amount payable
hereunder or under any other Loan Document; or


 


(b)           Specific Covenants. The
Borrower fails to perform or observe any term, covenant or agreement contained
in any of 6.03(a), 6.05, 6.11, or Article VII;
or


 


(c)           Other Defaults. Any Loan Party
fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or
(b) above) contained in any Loan Document on its part to be performed
or observed and such failure continues for 30 days after a Responsible Officer
of such Loan Party shall have become aware of such failure; or


 


(d)           Representations and Warranties.
Any representation, warranty, certification or statement of fact made or deemed
made by or on behalf of the Borrower or any other Loan Party herein, in any
other Loan Document, or in any document delivered in connection herewith or
therewith shall be incorrect in any material respect when made or deemed made;
or


 


(e)           Cross-Default. Any Loan Party
or any Subsidiary (i) fails to make any payment when due (whether by
scheduled maturity, required prepayment, acceleration, demand, or otherwise)
after giving effect to any applicable grace period in respect of any
Indebtedness (including Swap Contracts) or Guarantee of Indebtedness (other
than Indebtedness hereunder) having an aggregate principal amount (including
undrawn committed or available amounts and including amounts owing to all
creditors under any combined or syndicated credit arrangement) of more than the
Threshold Amount, or (ii) fails to observe or perform any other agreement
or condition relating to any such Indebtedness or Guarantee or contained in any
instrument or agreement evidencing, securing or otherwise relating to such
Indebtedness, or any other event occurs (including any termination event or
analogous provision in any Swap Contract), the effect of which default or other
event is to cause, or to permit the holder or holders of such Indebtedness or
the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on
behalf of such holder or holders or beneficiary or beneficiaries) to cause,
with the giving of notice if required, such Indebtedness to be demanded or to
become due or to be repurchased, prepaid, defeased or redeemed (automatically
or otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity, or such Guarantee to
become payable or cash collateral in respect thereof to be demanded; or


 


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(f)            Insolvency Proceedings, Etc.
Any Loan Party or any of its Subsidiaries institutes or consents to the
institution of any proceeding under any Debtor Relief Law, or makes an
assignment for the benefit of creditors; or applies for or consents to the
appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its
property; or any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or
consent of such Person and the appointment continues undischarged or unstayed
for 60 calendar days; or any proceeding under any Debtor Relief Law relating to
any such Person or to all or any material part of its property is instituted
without the consent of such Person and continues undismissed or unstayed for 60
calendar days, or an order for relief is entered in any such proceeding; or


 


(g)           Inability to Pay Debts. Any
Loan Party or any Subsidiary becomes unable or admits in writing its inability
or fails generally to pay its debts as they become due; or


 


(h)           Judgments. There is entered
against any Loan Party or any Subsidiary 
a final judgment or order for the payment of money in an aggregate
amount exceeding the Threshold Amount (to the extent not covered by independent
third-party insurance as to which the insurer is rated at least “A” by A.M.
Best Company, has been notified of the potential claim and does not dispute
coverage) and  (A) enforcement
proceedings are commenced by any creditor upon such judgment or order or (B) there
is a period of 30 consecutive days during which a stay of enforcement of such
judgment, by reason of a pending appeal or otherwise, is not in effect; or


 


(i)            ERISA. (i) An ERISA
Event occurs with respect to a Pension Plan or Multiemployer Plan which has
resulted or could reasonably be expected to result in liability of the Borrower
under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in
an aggregate amount in excess of the Threshold Amount, or (ii) any Loan
Party or any ERISA Affiliate fails to pay when due, after the expiration of any
applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan in
an aggregate amount in excess of the $25,000,000; or


 


(j)            Invalidity of Loan Documents.
Any provision of any Loan Document, at any time after its execution and
delivery and for any reason other than as expressly permitted hereunder or
thereunder or satisfaction in full of all the Obligations, ceases to be in full
force and effect; or any Loan Party contests in any manner the validity or
enforceability of any provision of any Loan Document; or any Loan Party denies
that it has any or further liability or obligation under any Loan Document, or
purports to revoke, terminate or rescind any Loan Document; or


 


(k)           Change of Control. There
occurs any Change of Control; or


 


(l)            Collateral Document. Any
Collateral Document after delivery thereof pursuant to Section 4.01 or
6.12 shall for any reason (other than pursuant to the terms thereof or as
expressly permitted thereby) cease to create a valid and perfected first
priority lien (subject to Specified Statutory Liens and, in the case of
Mortgaged


 


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Properties only, Liens
permitted under Section 7.01(g)) on and security interest in the
Collateral purported to be covered thereby or any Loan Party shall so assert
such invalidity or lack of perfection or priority.


 


8.02         Remedies upon Event
of Default. If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the
Required Lenders, take any or all of the following actions:


 


(a)           declare the commitment of each Lender
to make Loans and any obligation of the L/C Issuers to make L/C Credit
Extensions to be terminated, whereupon such commitments and obligation shall be
terminated;


 


(b)           declare the unpaid principal amount
of all outstanding Loans, all interest accrued and unpaid thereon, and all
other amounts owing or payable hereunder or under any other Loan Document to be
immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Borrower;


 


(c)           require that the Borrower Cash
Collateralize the L/C Obligations (in an amount equal to the then Outstanding
Amount thereof); and


 


(d)           exercise on behalf of itself, the
other Agents and the Lenders all rights and remedies available to it, the other
Agents and the Lenders under the Loan Documents or applicable Law;


 


provided, however, that upon the
occurrence of an Event of Default under Section 8.01(f) or an
actual or deemed entry of an order for relief with respect to the Borrower
under the Bankruptcy Code of the United States, the obligation of each Lender
to make Loans and any obligation of the L/C Issuers to make L/C Credit
Extensions shall automatically terminate, the unpaid principal amount of all
outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Borrower to
Cash Collateralize the L/C Obligations as aforesaid shall automatically become
effective, in each case without further act of any Agent or any Lender.


 


8.03         Application of
Funds. After the exercise of remedies provided for in Section 8.02
(or after the Loans have automatically become immediately due and payable and
the L/C Obligations have automatically been required to be Cash Collateralized
as set forth in the proviso to Section 8.02), any amounts received
on account of the Obligations shall be applied by the Administrative Agent in
the following order:


 


First, to payment of that portion of the
Obligations constituting fees, indemnities, expenses and other amounts
(including Attorney Costs and amounts payable under Article III,
but excluding principal and interest under the Loans) payable to the Agents in
their capacities as such ratably among them in proportion to the amounts
described in this clause First payable to them;


 


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Second, to payment of that portion of the
Obligations constituting fees, indemnities and other amounts (other than
principal and interest) payable to the Lenders (including Attorney Costs and
amounts payable under Article III), ratably among them in
proportion to the amounts described in this clause Second payable to
them;


 


Third, to payment of that portion of the
Obligations constituting accrued and unpaid interest on the Loans, L/C
Borrowings and other Obligations, ratably among the Lenders in proportion to
the respective amounts described in this clause Third payable to them;


 


Fourth, to payment of that portion of the
Obligations constituting unpaid principal of the Loans and L/C Borrowings,
ratably among the Lenders in proportion to the respective amounts described in
this clause Fourth held by them;


 


Fifth, to the Administrative Agent for the
account of the L/C Issuers, to Cash Collateralize that portion of L/C
Obligations comprised of the aggregate undrawn amount of Letters of Credit;


 


Sixth, to the payment of all other Obligations
of the Loan Parties owing under or in respect of the Loan Documents that are
due and payable to the Agents and the other Secured Parties on such date,
ratably based upon the respective aggregate amounts of all such Obligations
owing to the Agents and the other Secured Parties on such date; and


 


Last, the balance, if any, after all of the
Obligations have been indefeasibly paid in full, to the Borrower or as otherwise
required by Law.


 


Subject
to Section 2.03(c), amounts used to Cash Collateralize the
aggregate undrawn amount of Letters of Credit pursuant to clause Fifth
above shall be applied to satisfy drawings under such Letters of Credit as they
occur.  If any amount remains on deposit
as Cash Collateral after all Letters of Credit have either been fully drawn or
expired, such remaining amount shall be applied to the other Obligations, if
any, in the order set forth above.


 


ARTICLE IX 

ADMINISTRATIVE AGENT AND OTHER AGENTS


 


9.01         Appointment and Authorization of
Agents.


 


(a)           Each Lender hereby
irrevocably appoints, designates and authorizes each Agent to take such action
on its behalf under the provisions of this Agreement and each other Loan
Document and to exercise such powers and perform such duties as are expressly
delegated to it by the terms of this Agreement or any other Loan Document,
together with such powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, no Agent shall have
any duties or responsibilities, except those expressly set forth herein, nor
shall any Agent have or be deemed to have any fiduciary relationship with any
Lender or participant, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any
other Loan Document or otherwise exist against any Agent.  Without limiting the generality


 


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of the
foregoing sentence, the use of the term “agent” herein and in the other Loan
Documents with reference to any Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable Law.  Instead, such term is
used merely as a matter of market custom, and is intended to create or reflect
only an administrative relationship between independent contracting parties.


 


(b)           Each L/C Issuer
shall act on behalf of the Lenders with respect to any Letters of Credit issued
by it and the documents associated therewith, and such L/C Issuer shall have
all of the benefits (including indemnities) and immunities (i) provided to
the Agents in this Article IX with respect to any acts taken or
omissions suffered by such L/C Issuer in connection with Letters of Credit
issued by it or proposed to be issued by it and the applications and agreements
for letters of credit pertaining to such Letters of Credit as fully as if the
term “Agent” as used in this Article IX and in the definition of “Agent-Related
Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as
additionally provided herein with respect to such L/C Issuer.


 


(c)           The Administrative
Agent shall also act as the “collateral
agent” under the Loan Documents, and each of the Lenders (in its
capacities as a Lender, Swing Line Lender (if applicable), the L/C Issuers (if
applicable) and a potential Hedge Bank) hereby irrevocably appoints and
authorizes the Administrative Agent to act as the agent of such Lender for
purposes of acquiring, holding and enforcing any and all Liens on Collateral
granted by any of the Loan Parties to secure any of the Secured Obligations,
together with such powers and discretion as are reasonably incidental thereto.
In this connection, the Administrative Agent, as “collateral agent” (and any
co-agents, sub-agents and attorneys-in-fact appointed by the Administrative
Agent pursuant to Section 9.02 for purposes of holding or enforcing
any Lien on the Collateral (or any portion thereof) granted under the
Collateral Documents, or for exercising any rights and remedies thereunder at
the direction of the Administrative Agent), shall be entitled to the benefits
of all provisions of this Article IX (including, without
limitation, Section 9.07, as though such co-agents, sub-agents and
attorneys-in-fact were the “collateral agent” under the Loan Documents) as if
set forth in full herein with respect thereto.


 


9.02         Delegation of
Duties. Any Agent may execute any of its duties under this Agreement or any
other Loan Document (including for purposes of holding or enforcing any Lien on
the Collateral (or any portion thereof) granted under the Collateral Documents
or of exercising any rights and remedies thereunder at the direction of the
Administrative Agent) by or through agents, employees or attorneys-in-fact and
shall be entitled to advice of counsel and other consultants or experts
concerning all matters pertaining to such duties.  No Agent shall be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects in
the absence of gross negligence or willful misconduct.


 


9.03         Liability of
Agents. No Agent-Related Person shall (a) be liable for any action
taken or omitted to be taken by any of them under or in connection with this
Agreement or any other Loan Document or the transactions contemplated hereby
(except for its own gross negligence or willful misconduct in connection with
its duties expressly set forth herein), or (b) be responsible in any
manner to any Lender or participant for any recital, statement, representation
or warranty made by any Loan Party or any officer thereof, contained herein or
in any other Loan Document, or in any certificate, report, statement or other
document referred to


 


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or
provided for in, or received by any Agent under or in connection with, this
Agreement or any other Loan Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document, or the perfection or priority of any Lien or security interest
created or purported to be created under the Collateral Documents, or for any
failure of any Loan Party or any other party to any Loan Document to perform
its obligations hereunder or thereunder. 
No Agent-Related Person shall be under any obligation to any Lender or
participant to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the properties, books or records of any Loan
Party or any Affiliate thereof.


 


9.04         Reliance by
Agents.


 


(a)           Each Agent shall be
entitled to rely, and shall be fully protected in relying, upon any writing,
communication, signature, resolution, representation, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone
message, electronic mail message, statement or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons, and upon advice and statements of legal
counsel (including counsel to any Loan Party), independent accountants and
other experts selected by such Agent. 
Each Agent shall be fully justified in failing or refusing to take any
action under any Loan Document unless it shall first receive such advice or
concurrence of the Required Lenders as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action.  Each Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the Required
Lenders (or such greater number of Lenders as may be expressly required hereby
in any instance) and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders.


 


(b)           For purposes of
determining compliance with the conditions specified in Section 4.01,
each Lender that has signed this Agreement shall be deemed to have consented
to, approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Restatement Closing Date specifying
its objection thereto.


 


9.05         Notice of Default.
No Agent shall be deemed to have knowledge or notice of the occurrence of any
Default, except with respect to defaults in the payment of principal, interest
and fees required to be paid to the Administrative Agent for the account of the
Lenders, unless such Agent shall have received written notice from a Lender or
the Borrower referring to this Agreement, describing such Default and stating
that such notice is a “notice of default.” 
The Administrative Agent will notify the Lenders of its receipt of any
such notice. The Administrative Agent shall take such action with respect to
such Default as may be directed by the Required Lenders in accordance with Article VIII;
provided, however, that unless and until the Administrative Agent
has received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with
respect to such Default as it shall deem advisable or in the best interest of
the Lenders.


 


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9.06         Credit Decision;
Disclosure of Information by Agents. Each Lender acknowledges that no
Agent-Related Person has made any representation or warranty to it, and that no
act by any Agent hereafter taken, including any consent to and acceptance of
any assignment or review of the affairs of any Loan Party or any Affiliate
thereof, shall be deemed to constitute any representation or warranty by any
Agent-Related Person to any Lender as to any matter, including whether
Agent-Related Persons have disclosed material information in their possession.
Each Lender represents to each Agent that it has, independently and without
reliance upon any Agent-Related Person and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into
the business, prospects, operations, property, financial and other condition
and creditworthiness of the Loan Parties and their respective Subsidiaries, and
all applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower hereunder. 
Each Lender also represents that it will, independently and without
reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrower
and the other Loan Parties.  Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by any Agent herein, such Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of any of the Loan Parties or any of their
respective Affiliates which may come into the possession of any Agent-Related
Person.


 


9.07         Indemnification of
Agents. Whether or not the transactions contemplated hereby are
consummated, the Lenders shall indemnify upon demand each Agent-Related Person
(to the extent not reimbursed by or on behalf of any Loan Party and without
limiting the obligation of any Loan Party to do so), pro rata, and hold harmless
each Agent-Related Person from and against any and all Indemnified Liabilities
incurred by it; provided, however, that no Lender shall be liable
for the payment to any Agent-Related Person of any portion of such Indemnified
Liabilities to the extent determined in a final, nonappealable judgment by a
court of competent jurisdiction to have resulted from such Agent-Related Person’s
own gross negligence or willful misconduct; provided, however,
that no action taken in accordance with the directions of the Required Lenders
shall be deemed to constitute gross negligence or willful misconduct for
purposes of this Section; provided, further, that to the extent
any L/C Issuer is entitled to indemnification under this Section 9.07
solely in its capacity and role as an L/C Issuer, only the Revolving Credit
Lenders shall be required to indemnify such L/C Issuer in accordance with this Section 9.07.
In the case of any investigation, litigation or proceeding giving rise to any
Indemnified Liabilities, this Section 9.07 applies whether any such
investigation, litigation or proceeding is brought by any Lender or any other
Person.  Without limitation of the
foregoing, each Lender shall reimburse each Agent upon demand for its ratable
share of any costs or out-of-pocket expenses (including Attorney Costs)
incurred by such Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document


 


106

















 


contemplated
by or referred to herein, to the extent that such Agent is not reimbursed for
such expenses by or on behalf of the Borrower. The undertaking in this Section shall
survive termination of the Aggregate Commitments, the payment of all other
Obligations and the resignation of such Agent.


 


9.08         Agents in their
Individual Capacities. Bank of America and its Affiliates may make loans
to, issue letters of credit for the account of, accept deposits from, acquire
Equity Interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with each of the Loan
Parties and their respective Affiliates as though Bank of America were not the
Administrative Agent hereunder and without notice to or consent of the Lenders
or the L/C Issuers. The Lenders acknowledge that, pursuant to such activities,
Bank of America or its Affiliates may receive information regarding any Loan
Party or its Affiliates (including information that may be subject to
confidentiality obligations in favor of such Loan Party or such Affiliate) and
acknowledge that the Administrative Agent shall be under no obligation to
provide such information to them.  With
respect to its Loans, Bank of America shall have the same rights and powers
under this Agreement as any other Lender and may exercise such rights and
powers as though it were not the Administrative Agent or an L/C Issuer, and the
terms “Lender” and “Lenders” include Bank of America in its individual
capacity.


 


9.09         Successor Agents.
Any Agent may resign as Agent upon 30 days’ notice to the Lenders; provided
that any such resignation by Bank of America shall also constitute its
resignation as L/C Issuer and Swing Line Lender.  If any Agent resigns under this Agreement,
the Required Lenders shall appoint from among the Lenders a successor agent for
the Lenders, which successor agent shall be consented to by the Borrower at all
times other than during the existence of an Event of Default (which consent of
the Borrower shall not be unreasonably withheld or delayed). If no successor
agent is appointed prior to the effective date of the resignation of such
Agent, such Agent may appoint, after consulting with the Lenders and the
Borrower, a successor agent from among the Lenders.  Upon the acceptance of its appointment as
successor agent hereunder, the Person acting as such successor agent shall succeed
to all the rights, powers and duties of the retiring Agent, L/C Issuer and
Swing Line Lender and the respective terms “Administrative Agent,” “L/C Issuer”
and “Swing Line Lender” shall mean such successor agent, Letter of Credit
issuer and swing line lender, and the retiring Agent’s appointment, powers and
duties as Agent shall be terminated and the retiring L/C Issuer’s and Swing
Line Lender’s rights, powers and duties as such shall be terminated, without
any other or further act or deed on the part of such retiring L/C Issuer or
Swing Line Lender or any other Lender, other than the obligation of the
successor L/C Issuer to issue letters of credit in substitution for the Letters
of Credit, if any, outstanding at the time of such succession or to make other
arrangements satisfactory to the retiring L/C Issuer to effectively assume the
obligations of the retiring L/C Issuer with respect to such Letters of
Credit.  After any retiring Agent’s
resignation hereunder as Agent, the provisions of this Article IX
and Sections 10.04 and 10.05 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was an Agent under this
Agreement.  If no successor agent has
accepted appointment as Agent by the date which is 30 days following a retiring
Agent’s notice of resignation, the retiring Agent’s resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of
the duties of such Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above. Upon the acceptance of
any appointment as Agent


 


107

















 


hereunder
by a successor and upon the execution and filing or recording of such financing
statements, or amendments thereto, and such amendments or supplements to the
Mortgages, and such other instruments or notices, as may be necessary or
desirable, or as the Required Lenders may request, in order to continue the
perfection of the Liens granted or purported to be granted by the Collateral
Documents, such successor Agent shall thereupon succeed to and become vested
with all the rights, powers, discretion, privileges, and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations under the Loan Documents. After any retiring Agent’s resignation
hereunder as an Agent, the provisions of this Article IX shall
continue in effect for its benefit in respect of any actions taken or omitted
to be taken by it while it was acting as an Agent.


 


9.10         Administrative
Agent May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to any Loan
Party, the Administrative Agent (irrespective of whether the principal of any
Loan or L/C Obligation shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent
shall have made any demand on the Borrower) shall be entitled and empowered, by
intervention in such proceeding or otherwise


 


(a)           to file and prove a claim for the
whole amount of the principal and interest owing and unpaid in respect of the
Loans, L/C Obligations and all other Obligations that are owing and unpaid and
to file such other documents as may be necessary or advisable in order to have
the claims of the Lenders and the Agents (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Lenders
and the Agents and their respective agents and counsel and all other amounts
due the Lenders and the Agents under Sections 2.03(i) and (j), 2.09
and 10.04) allowed in such judicial proceeding; and


 


(b)           to collect and receive any monies or
other property payable or deliverable on any such claims and to distribute the
same;


 


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender to make such payments to the Administrative Agent and, in the event that
the Administrative Agent shall consent to the making of such payments directly
to the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Agents and
their respective agents and counsel, and any other amounts due the Agents under
Sections 2.09 and 10.04.


 


Nothing contained herein shall be deemed to authorize the
Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Lender any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.


 


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9.11         Collateral and
Guaranty Matters.  The Lenders
irrevocably authorize the Administrative Agent, at its option and in its
discretion,


 


(a)           to release any Lien on any property
granted to or held by the Administrative Agent under any Loan Document (i) upon
termination of the Aggregate Commitments and payment in full of all Obligations
(other than contingent indemnification obligations not yet accrued and payable)
and the expiration or termination of all Letters of Credit, (ii) that is
Disposed of or to be Disposed of as part of or in connection with any
Disposition permitted hereunder or under any other Loan Document, or (iii) subject
to Section 10.01, if approved, authorized or ratified in writing by
the Required Lenders; and


 


(b)           to release any Guarantor from its
obligations under the Guaranty if such Person ceases to be a Subsidiary as a
result of a transaction permitted hereunder.


 


Upon request by the Administrative Agent at any time, the Required Lenders
will confirm in writing the Administrative Agent’s authority to release its
interest in particular types or items of property, or to release any Guarantor
from its obligations under the Guaranty pursuant to this Section 9.11.
In each case as specified in this Section 9.11, the Administrative
Agent will, at the Borrower’s expense, execute and deliver to the applicable
Loan Party such documents as such Loan Party may reasonably request to evidence
the release of such item of Collateral from the assignment, security interest
and Lien granted under the Collateral Documents, and, if applicable, return any
possessory collateral or to release such Guarantor from its obligations under
the Guaranty, in each case in accordance with the terms of the Loan Documents and
this Section 9.11.


 


9.12         Other Agents;
Arrangers and Managers. None of the Lenders or other Persons identified on
the facing page or signature pages of this Agreement as a “syndication
agent,” “co-documentation agent,” “sole bookrunning manager,” or “joint lead
arranger” shall have any right, power, obligation, liability, responsibility or
duty under this Agreement other than, in the case of such Lenders, those
applicable to all Lenders as such. 
Without limiting the foregoing, none of the Lenders or other Persons so
identified shall have or be deemed to have any fiduciary relationship with any
Lender.  Each Lender acknowledges that it
has not relied, and will not rely, on any of the Lenders or other Persons so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.


 


ARTICLE X 

MISCELLANEOUS


 


10.01       Amendments, Etc.
No amendment or waiver of any provision of this Agreement or any other Loan
Document, and no consent to any departure by the Borrower or any other Loan Party
therefrom, shall be effective unless in writing signed by the Required Lenders
and the Borrower or the applicable Loan Party, as the case may be, and
acknowledged by the Administrative Agent, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no such amendment, waiver or
consent shall:


 


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(a)           waive any condition set forth in Section 4.01(b),
or, in the case of the initial Credit Extension, Section 4.02,
without the written consent of each Lender;


 


(b)           extend or increase the Commitment of
any Lender (or reinstate any Commitment terminated pursuant to Section 8.02)
without the written consent of such Lender;


 


(c)           postpone any date scheduled for any
payment of principal or interest under Sections 2.07 or 2.08, or any
date fixed by the Administrative Agent for the payment of fees or other amounts
due to the Lenders (or any of them) hereunder or under any other Loan Document
without the written consent of each Lender directly affected thereby;


 


(d)           reduce the principal of, or the rate
of interest specified herein on, any Loan or L/C Borrowing, or (subject to
clause (v) of the second proviso to this Section 10.01) any
fees or other amounts payable hereunder or under any other Loan Document
without the written consent of each Lender directly affected thereby; provided,
however, that only the consent of the Required Lenders shall be
necessary (i) to amend the definition of “Default Rate” or to waive any
obligation of the Borrower to pay interest or Letter of Credit Fees at the
Default Rate or (ii) to amend any financial covenant hereunder (or any
defined term used therein) even if the effect of such amendment would be to
reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee
payable hereunder;


 


(e)           change any provision of this Section 10.01
or the definition of “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any
consent hereunder, without the written consent of each Lender;


 


(f)            release all or substantially all of
the Collateral in any transaction or series of related transactions, without
the written consent of each Lender; or


 


(g)           release all or substantially all of
the value of the Guaranty, without the written consent of each Lender, except
to the extent the release of any Guarantor is permitted pursuant to Section 9.11
(in which case such release may be made by the Administrative Agent acting
alone);


 


and provided  further
that no amendment, waiver or consent shall (i) change the order of
application of any reduction in the Commitments or any prepayment of Loans
between the Facilities from the application thereof set forth in the applicable
provisions of Section 2.05(b), 2.06(b) or 8.03, respectively,
in any manner that materially and adversely affects the Lenders under the
Revolving Credit Facility or a Term Facility unless in writing and signed by
the Required Revolving Credit Lenders and the applicable Required Term Lenders,
as the case may be, under the adversely affected Facility or (ii) require
the permanent reduction of the Revolving Credit Facility at any time when all
or a portion of the Term Facilities remains in effect unless in writing and
signed by the applicable Required Term Lenders; and provided  further
that (i) no amendment, waiver or consent shall, unless in writing and
signed by the L/C Issuers in addition to the Lenders required above, affect the
rights or duties of the L/C Issuers under this Agreement


 


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or any Letter of Credit
Application relating to any Letter of Credit issued or to be issued by it; (ii) no
amendment, waiver or consent shall, unless in writing and signed by the Swing
Line Lender in addition to the Lenders required above, affect the rights or duties
of the Swing Line Lender under this Agreement; (iii) no amendment, waiver
or consent shall, unless in writing and signed by an Agent in addition to the
Lenders required above, affect the rights or duties of, or any fees or other
amounts payable to, such Agent under this Agreement or any other Loan Document;
and (iv) Section 10.07(h) may not be amended, waived or
otherwise modified without the consent of each Granting Lender all or any part
of whose Loans are being funded by an SPC at the time of such amendment, waiver
or other modification; and (v) the Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the parties
thereto.  Notwithstanding anything to the
contrary herein, no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder, except that the
Commitment of such Lender may not be increased or extended without the consent
of such Lender, and the Borrower may replace any Defaulting Lender with the
consent of the Administrative Agent (such consent not to be unreasonably
withheld) in accordance with Section 10.16. In the event that any
amendment or waiver to this Agreement or any Loan Document or any consent to
departure therefrom has been requested and any Lender does not agree to such
amendment, waiver or consent, the Borrower may replace any such Lender not
agreeing to such amendment, waiver or consent in accordance with Section 10.16.


 


10.02       Notices and Other Communications;
Facsimile Copies.


 


(a)           General.
Unless otherwise expressly provided herein, all notices and other
communications provided for hereunder or under any other Loan Document shall be
in writing (including by facsimile transmission).  All such written notices shall be mailed
certified or registered mail, faxed or delivered to the applicable address,
facsimile number or (subject to Section 10.02(b)) electronic mail
address, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as
follows:


 


(i)            if to the Borrower, the
Administrative Agent, any L/C Issuer or the Swing Line Lender, to the address,
facsimile number, electronic mail address or telephone number specified for
such Person on Schedule 10.02 or to such other address, facsimile
number, electronic mail address or telephone number as shall be designated by
such party in a notice to the other parties; and


 


(ii)           if to any
other Lender, to the address, facsimile number, electronic mail address or
telephone number specified in its Administrative Questionnaire or to such other
address, facsimile number, electronic mail address or telephone number as shall
be designated by such party in a notice to the Borrower, the Administrative
Agent, the L/C Issuers and the Swing Line Lender.


 


Notices
sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by
facsimile shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the


 


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recipient).
Notices delivered through electronic communications to the extent provided in
subsection (b) below shall be effective as provided in such subsection
(b).


 


(b)           Electronic
Communications. Notices and other communications to the Lenders hereunder
may be delivered or furnished by electronic communication (including
electronic-mail and internet or intranet websites) pursuant to procedures
approved by the Administrative Agent, provided that the foregoing shall
not apply to notices to any Lender pursuant to Article II if such Lender
has notified the Administrative Agent that it is incapable of receiving notices
under such Article by electronic communication.  The Administrative Agent or the Borrower may,
in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it, provided
that approval of such procedures may be limited to particular notices or
communications.


 


(c)           Effectiveness of
Facsimile Documents and Signatures. Loan Documents may be transmitted
and/or executed and delivered by facsimile. 
The effectiveness of any such documents and signatures shall, subject to
applicable Law, have the same force and effect as manually-signed originals and
shall be binding on all Loan Parties, the Agents and the Lenders. The
Administrative Agent may also require that any such documents and signatures be
confirmed by a manually-signed original thereof; provided, however,
that the failure to request or deliver the same shall not limit the
effectiveness of any facsimile document or signature.


 


(d)           Reliance by
Agents and Lenders. The Agents and the Lenders shall be entitled to rely
and act upon any notices purportedly given by or on behalf of the Borrower even
if (i) such notices were not made in a manner specified herein, were incomplete
or were not preceded or followed by any other form of notice specified herein,
or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof.  The Borrower shall
indemnify each Agent-Related Person and each Lender from all losses, costs,
expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of the Borrower.  All other communications with any Agent may
be recorded by such Agent, and each of the parties hereto hereby consents to
such recording.


 


(e)           Updated Notice
Information, Etc. Any party hereto may change its address, telephone
number, electronic mail address or facsimile number for notices and other
communications hereunder by notice to the other parties hereto as provided in
this Section 10.02. In addition, each Public Lender agrees to cause
at least one individual at or on behalf of such Public Lender to at all times
have selected the “Private Side Information” or similar designation on the
content declaration screen of the Platform in order to enable such Public
Lender or its delegate, in accordance with such Public Lender’s compliance
procedures and applicable Law, including United States Federal and state
securities Laws, to make reference to Borrower Materials that are not made
available through the “Public Side Information” portion of the Platform and
that may contain material non-public information with respect to the Borrower
or its securities for purposes of United States Federal or state securities
laws.


 


10.03       No Waiver;
Cumulative Remedies. No failure by any Lender or any Agent to exercise, and
no delay by any such Person in exercising, any right, remedy, power or
privilege hereunder or any other Loan Document shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other


 


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or
further exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers
and privileges herein provided, and provided under each other Loan Document,
are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.


 


10.04       Attorney Costs,
Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each
Agent for all reasonable out-of-pocket costs and expenses incurred in
connection with the development, preparation, negotiation, syndication and
execution of this Agreement and the other Loan Documents, and any amendment,
waiver, consent or other modification of the provisions hereof and thereof
(whether or not the transactions contemplated hereby or thereby are
consummated), and the consummation and administration of the transactions
contemplated hereby and thereby, including all Attorney Costs, and (b) to
pay or reimburse each Agent and each Lender for all costs and expenses incurred
in connection with the enforcement of any rights or remedies under this
Agreement or the other Loan Documents (including all such costs and expenses
incurred during any legal proceeding, including any proceeding under any Debtor
Relief Law), including all Attorney Costs. 
The foregoing costs and expenses shall include all search, filing,
recording, title insurance and appraisal charges and fees and taxes related
thereto, and other out-of-pocket expenses incurred by any Agent and the cost of
independent public accountants and other outside experts retained by any Agent
or any Lender.  All amounts due under
this Section 10.04 shall be payable within ten Business Days after
demand therefor.  The agreements in this Section shall
survive the termination of the Aggregate Commitments and repayment of all other
Obligations. If any Loan Party fails to pay when due any costs, expenses or
other amounts payable by it hereunder or under any Loan Document, including,
without limitation, Attorney Costs and indemnities, such amount may be paid on
behalf of such Loan Party by any Agent or any Lender, in its sole discretion.


 


10.05       Indemnification by
the Borrower. Whether or not the Transactions contemplated hereby are
consummated, the Borrower shall indemnify and hold harmless each Agent-Related
Person, each Lender and their respective Affiliates, directors, officers,
employees, counsel, agents and attorneys-in-fact and, with respect to funds,
their respective trustees and advisors (collectively the “Indemnitees”) from
and against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses and disbursements
(including Attorney Costs) of any kind or nature whatsoever which may at any
time be imposed on, incurred by or asserted against any such Indemnitee in any
way relating to or arising out of or in connection with (a) the execution,
delivery, enforcement, performance or administration of any Loan Document or
any other agreement, letter or instrument delivered in connection with the
transactions contemplated thereby or the consummation of the transactions
contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the
use or proposed use of the proceeds therefrom (including any refusal by any L/C
Issuer to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (c) any actual or alleged presence or release
of Hazardous Materials on or from any property currently or formerly owned or
operated by the Borrower, any Subsidiary or any other Loan Party, or any
Environmental Liability related in any way to the Borrower, any Subsidiary or
any other Loan Party, or (d) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation


 


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for,
or defense of any pending or threatened claim, investigation, litigation or
proceeding) and regardless of whether any Indemnitee is a party thereto (all
the foregoing, collectively, the “Indemnified Liabilities”), in all cases,
whether or not caused by or arising, in whole or in part, out of the negligence
of the Indemnitee; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such liabilities, obligations,
losses, damages, penalties, claims, demands, actions, judgments, suits, costs,
expenses or disbursements are determined by a court of competent jurisdiction
by final and nonappealable judgment to have resulted from the gross negligence
or willful misconduct of such Indemnitee. 
No Indemnitee shall be liable for any damages arising from the use by
others of any information or other materials obtained through IntraLinks or
other similar information transmission systems in connection with this
Agreement, nor shall any Indemnitee have any liability for any indirect or
consequential damages relating to this Agreement or any other Loan Document or
arising out of its activities in connection herewith or therewith (whether before
or after the Restatement Closing Date). 
In the case of an investigation, litigation or other proceeding to which
the indemnity in this Section 10.05 applies, such indemnity shall
be effective whether or not such investigation, litigation or proceeding is
brought by any Loan Party, its directors, shareholders or creditors or an
Indemnitee or any other Person, whether or not any Indemnitee is otherwise a
party thereto and whether or not any of the transactions contemplated hereunder
or under any of the other Loan Documents is consummated.  All amounts due under this Section 10.05
shall be payable within ten Business Days after demand therefor.  The agreements in this Section shall
survive the resignation of any Agent, the replacement of any Lender, the termination
of the Aggregate Commitments and the repayment, satisfaction or discharge of
all the other Obligations.


 


10.06       Payments Set Aside.
To the extent that any payment by or on behalf of the Borrower is made to any
Agent or any Lender, or any Agent or any Lender exercises its right of setoff,
and such payment or the proceeds of such setoff or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by such Agent or
such Lender in its discretion) to be repaid to a trustee, receiver or any other
party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had
not occurred, and (b) each Lender severally agrees to pay to the
Administrative Agent upon demand its applicable share of any amount so
recovered from or repaid by any Agent, plus interest thereon from the date of
such demand to the date such payment is made at a rate per annum equal to the
Federal Funds Rate from time to time in effect.


 


10.07       Successors and
Assigns.


 


(a)           The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except
that the Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender and no Lender may
assign or otherwise transfer any of its rights or obligations hereunder except (i) to
an Eligible Assignee in accordance with the provisions of Section 10.07(b),
(ii) by way of participation in accordance with the provisions of Section 10.07(d),
or (iii) by way of pledge or assignment of a security interest subject to
the restrictions of Section 10.07(f) (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in
this Agreement, expressed or implied, shall be


 


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construed
to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants to the extent provided in
subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Indemnitees) any legal or equitable right, remedy or
claim under or by reason of this Agreement.


 


(b)           Any Lender may at
any time assign to one or more Eligible Assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans (including for purposes of this Section 10.07(b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to
it); provided that (i) except in the case of an assignment of the
entire remaining amount of the assigning Lender’s Commitment and the Loans at
the time owing to it or in the case of an assignment to a Lender or an
Affiliate of a Lender or an Approved Fund with respect to a Lender, the
aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the applicable Commitment is not then in effect,
the principal outstanding balance of the Loan of the assigning Lender subject
to each such assignment, determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative
Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of
the Trade Date, shall not be less than $5,000,000, in the case of any
assignment in respect of the Revolving Credit Facility, or $1,000,000, in the
case of any assignment in respect of the Term Facility, unless the
Administrative Agent otherwise consents (such consent not to be unreasonably
withheld or delayed); (ii) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned, except that this clause (ii) shall not (x) apply to rights
in respect of Swing Line Loans or (y) prohibit any Lender from assigning
all or a portion of its rights and obligations among separate Facilities on a
non-pro rata basis; (iii) any assignment of a Revolving Credit Commitment
must be approved by the Administrative Agent, the L/C Issuers, the Swing Line
Lender and, so long as no Event of Default has occurred and is continuing, the
Borrower (such consent not to be unreasonably withheld or delayed) unless the
Person that is the proposed assignee is itself a Revolving Credit Lender
(whether or not the proposed assignee would otherwise qualify as an Eligible
Assignee); and (iv) the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee of $3,500 (except, in the case of
contemporaneous assignments by any Lender to one or more Approved Funds of such
Lender, only a single processing and recording fee shall be payable for such
assignments).  Subject to acceptance and
recording thereof by the Administrative Agent pursuant to Section 10.07(c),
from and after the effective date specified in each Assignment and Assumption,
the Eligible Assignee thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05
with respect to facts and circumstances occurring prior to the effective date
of such assignment).  Upon request, the
Borrower (at its expense) shall execute and deliver a Note to the assignee
Lender.  Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this subsection


 


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shall be
treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section 10.07(d).


 


(c)           The Administrative
Agent, acting solely for this purpose as an agent of the Borrower, shall
maintain at the Administrative Agent’s Office a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amounts of the
Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”).
The entries in the Register shall be conclusive absent manifest error, and the
Borrower, the Agents and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for
inspection by the Borrower at any reasonable time and from time to time upon
reasonable prior notice.  In addition, at
any time that a request for a consent for a material or other substantive
change to the Loan Documents is pending, any Lender may request and receive
from the Administrative Agent a copy of the Register.


 


(d)           Any Lender may at
any time, without the consent of, or notice to, the Borrower or the
Administrative Agent, sell participations to any Person (other than a natural
person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries)
(each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans
(including such Lender’s participations in L/C Obligations and/or Swing Line
Loans) owing to it); provided that (i) such Lender’s obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrower, the Agents and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other
modification described in the first proviso to Section 10.01 that
directly affects such Participant. 
Subject to Section 10.07(e), the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 3.01, 3.04
and 3.05 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to Section 10.07(b). To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 10.09
as though it were a Lender, provided such Participant agrees to be
subject to Section 2.13 as though it were a Lender.


 


(e)           A Participant shall
not be entitled to receive any greater payment under Section 3.01
or 3.04 than the applicable Lender would have been entitled to receive
with respect to the participation sold to such Participant, unless the sale of
the participation to such Participant is made with the Borrower’s prior written
consent.  A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with Section 10.15
as though it were a Lender.


 


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(f)            Any Lender may at
any time pledge or assign a security interest in all or any portion of its
rights under this Agreement (including under its Note, if any) to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.


 


(g)           As used herein, the following terms
have the following meanings:


 


“Eligible
Assignee” means (a) a Lender; (b) an Affiliate of a
Lender; (c) an Approved Fund; and (d) any other Person (other than a
natural person) approved by (i) the Administrative Agent, (ii) in the
case of any assignment of a Revolving Commitment or in the case of an Eligible
Assignee that shall become a party hereto in accordance with Section 2.14(a),
the L/C Issuers and the Swing Line Lender, and (iii) unless an Event of
Default has occurred and is continuing, the Borrower (each such approval not to
be unreasonably withheld or delayed); provided that notwithstanding the
foregoing, “Eligible Assignee” shall not include the Borrower or any of the
Borrower’s Affiliates or Subsidiaries.


 


“Fund” means any
Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its activities.


 


“Approved Fund” means
any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity
that administers or manages a Lender.


 


(h)           Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”) may
grant to a special purpose funding vehicle identified as such in writing from
time to time by the Granting Lender to the Administrative Agent and the
Borrower (an “SPC”) the option to provide
all or any part of any Loan that such Granting Lender would otherwise be
obligated to make pursuant to this Agreement; provided that (i) nothing
herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if
an SPC elects not to exercise such option or otherwise fails to make all or any
part of such Loan, the Granting Lender shall be obligated to make such Loan
pursuant to the terms hereof or, if it fails to do so, to make such payment to
the Administrative Agent as is required under Section 2.12(c)(ii).
Each party hereto hereby agrees that (i) neither the grant to any SPC nor
the exercise by any SPC of such option shall increase the costs or expenses or
otherwise increase or change the obligations of the Borrower under this
Agreement (including its obligations under Section 3.04), (ii) no
SPC shall be liable for any indemnity or similar payment obligation under this
Agreement for which a Lender would be liable, and (iii) the Granting
Lender shall for all purposes, including the approval of any amendment, waiver
or other modification of any provision of any Loan Document, remain the lender
of record hereunder.  The making of a
Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to
the same extent, and as if, such Loan were made by such Granting Lender.  In furtherance of the foregoing, each party
hereto hereby agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or


 


117

















 


other
senior debt of any SPC, it will not institute against, or join any other Person
in instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency, or liquidation proceeding under the laws of the United States or
any State thereof.  Notwithstanding
anything to the contrary contained herein, any SPC may (i) with notice to,
but without prior consent of the Borrower and the Administrative Agent and with
the payment of a processing fee of $2,500, assign all or any portion of its
right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose
on a confidential basis any non-public information relating to its funding of
Loans to any rating agency, commercial paper dealer or provider of any surety
or Guarantee or credit or liquidity enhancement to such SPC.


 


(i)            Notwithstanding
anything to the contrary contained herein, if at any time Bank of America
assigns all of its Commitments and Loans pursuant to Section 10.07(b),
Bank of America may, (i) upon 30 days’ notice to the Borrower and the
Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the
Borrower, resign as Swing Line Lender. 
In the event of any such resignation as L/C Issuer or Swing Line Lender,
the Borrower shall be entitled to appoint from among the Lenders a successor
L/C Issuer or Swing Line Lender hereunder; provided, however,
that no failure by the Borrower to appoint any such successor shall affect the
resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case
may be.  If Bank of America resigns as
L/C Issuer, it shall retain all the rights and obligations of the L/C Issuer
hereunder with respect to all Letters of Credit issued by it and outstanding as
of the effective date of its resignation as L/C Issuer and all L/C Obligations
with respect thereto (including the right to require the Lenders to make Base
Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).
If Bank of America resigns as Swing Line Lender, it shall retain all the rights
of the Swing Line Lender provided for hereunder with respect to Swing Line
Loans made by it and outstanding as of the effective date of such resignation,
including the right to require the Lenders to make Base Rate Loans or fund risk
participations in outstanding Swing Line Loans pursuant to Section 2.04(c).
In addition, notwithstanding anything to the contrary contained herein, if at
any time any other L/C Issuer, in its capacity as Lender, assigns all of its
Commitments and Loans pursuant to Section 10.07(b), such Lender
may, upon 30 days’ notice to the Borrower and the other Lenders, resign as L/C
Issuer.  In the event of any such
resignation as L/C Issuer, the Borrower shall be entitled to appoint from among
the Lenders (subject to such Lender’s acceptance of such appointment) a
successor L/C Issuer hereunder; provided, however, that no
failure by the Borrower to appoint any such successor shall affect the
resignation of such Lender as L/C Issuer. If such Lender resigns as L/C Issuer,
it shall retain all the rights and obligations of an L/C Issuer hereunder with
respect to all Letters of Credit issued by it and outstanding as of the
effective date of its resignation as L/C Issuer and all L/C Obligations with
respect thereto (including the right to require the Lenders to make Base Rate
Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).


 


10.08       Confidentiality.
Each of the Agents and the Lenders agrees to maintain the confidentiality of
the Information, except that Information may be disclosed (a) to its
Affiliates and to its Affiliates’ respective partners, directors, officers,
employees, agents, advisors and representatives (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential); (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it; (c) to the extent  required by applicable Laws or regulations or
by any


 


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subpoena
or similar legal process; (d) to any other party to this Agreement; (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject
to an agreement containing provisions substantially the same as those of this Section 10.08,
to (i) any Eligible Assignee of or Participant in, or any prospective
Eligible Assignee of or Participant in, any of its rights or obligations under
this Agreement or (ii) any direct or indirect contractual counterparty or
prospective counterparty (or such contractual counterparty’s or prospective
counterparty’s professional advisor) to any credit derivative transaction
relating to obligations of the Loan Parties; (g) with the consent of the
Borrower; (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section 10.08
or (ii) becomes available to any Agents or any Lender on a nonconfidential
basis from a source other than the Borrower; (i) to any state, Federal or
foreign authority or examiner (including the National Association of Insurance
Commissioners or any other similar organization) regulating any Lender; or (j) to
any rating agency when required by it (it being understood that, prior to any
such disclosure, such rating agency shall undertake to preserve the
confidentiality of any Information relating to the Loan Parties received by it
from such Lender).  In addition, the
Agents and the Lenders may disclose the existence of this Agreement and
information about this Agreement to market data collectors, similar service
providers to the lending industry, and service providers to the Agents and the
Lenders in connection with the administration and management of this Agreement,
the other Loan Documents, the Commitments, and the Credit Extensions. Each of
the Administrative Agent and the Lenders acknowledges that (a) the
Information may include material non-public information concerning the Borrower
or a Subsidiary, as the case may be, (b) it has developed compliance
procedures regarding the use of material non-public information and (c) it
will handle such material non-public information in accordance with applicable
Law, including United States Federal and state securities Law.  For the purposes of this Section, “Information” means
all information received from any Loan Party relating to any Loan Party or its
business, other than any such information that is available to any Agent or any
Lender on a nonconfidential basis prior to disclosure by any Loan Party; provided
that, in the case of information received from a Loan Party after the date
hereof, such information is clearly identified in writing at the time of
delivery as confidential.  Any Person
required to maintain the confidentiality of Information as provided in this Section 10.08
shall be considered to have complied with its obligation to do so if such Person
has exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.


 


10.09       Setoff. In
addition to any rights and remedies of the Lenders provided by law, upon the occurrence
and during the continuance of any Event of Default, each Lender and each of
their respective Affiliates is authorized at any time and from time to time,
without prior notice to the Borrower or any other Loan Party, any such notice
being waived by the Borrower (on its own behalf and on behalf of each Loan
Party) to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held by, and other Indebtedness at any time owing by, such Lender to or for the
credit or the account of the respective Loan Parties against any and all
Obligations owing to such Lender hereunder or under any other Loan Document,
now or hereafter existing, irrespective of whether or not such Agent or such
Lender shall have made demand under this Agreement or any other Loan Document
and although such Obligations may be contingent or unmatured or


 


119

















 


denominated
in a currency different from that of the applicable deposit or
Indebtedness.  Each Lender agrees
promptly to notify the Borrower and the Administrative Agent after any such
setoff and application made by such Lender; provided, however,
that the failure to give such notice shall not affect the validity of such
setoff and application.  The rights of
the Administrative Agent and each Lender and their respective Affiliates under
this Section are in addition to other rights and remedies (including,
without limitation, other rights of setoff) that the Administrative Agent, such
Lender and their respective Affiliates may have.


 


10.10       Interest Rate
Limitation. Notwithstanding anything to the contrary contained in any Loan
Document, the interest paid or agreed to be paid under the Loan Documents shall
not exceed the maximum rate of non-usurious interest permitted by applicable
Law (the “Maximum Rate”).
If any Agent or any Lender shall receive interest in an amount that exceeds the
Maximum Rate, the excess interest shall be applied to the principal of the
Loans or, if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest
contracted for, charged, or received by an Agent or a Lender exceeds the
Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize
any payment that is not principal as an expense, fee, or premium rather than
interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize,
prorate, allocate, and spread in equal or unequal parts the total amount of
interest throughout the contemplated term of the Obligations hereunder.


 


10.11       Counterparts.
This Agreement and each other Loan Document may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  Delivery by telecopier of an executed
counterpart of a signature page to this Agreement and each other Loan
Document shall be effective as delivery of an original executed counterpart of
this Agreement and such other Loan Document. The Agents may also require that
any such documents and signatures delivered by telecopier be confirmed by a
manually-signed original thereof; provided that the failure to request
or deliver the same shall not limit the effectiveness of any document or
signature delivered by telecopier, facsimile or pdf.


 


10.12       Integration.
This Agreement, together with the other Loan Documents, comprises the complete
and integrated agreement of the parties on the subject matter hereof and
thereof and supersedes all prior agreements, written or oral, on such subject
matter.  In the event of any conflict
between the provisions of this Agreement and those of any other Loan Document,
the provisions of this Agreement shall control; provided that the inclusion
of supplemental rights or remedies in favor of the Agents or the Lenders in any
other Loan Document shall not be deemed a conflict with this Agreement.  Each Loan Document was drafted with the joint
participation of the respective parties thereto and shall be construed neither
against nor in favor of any party, but rather in accordance with the fair
meaning thereof.


 


10.13       Survival of
Representations and Warranties. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant
hereto or thereto or in connection herewith or therewith shall survive the
execution and delivery hereof and thereof. Such representations and warranties
have been or will be relied upon by each Agent and each Lender, regardless of
any investigation made by any Agent or any Lender or on their behalf and
notwithstanding that any Agent or any Lender may have had notice


 


120

















 


or
knowledge of any Default at the time of any Credit Extension, and shall
continue in full force and effect as long as any Loan or any other Obligation
hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall
remain outstanding.


 


10.14       Severability.
If any provision of this Agreement or the other Loan Documents is held to be
illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Loan
Documents shall not be affected or impaired thereby and (b) the parties
shall endeavor in good faith negotiations to replace the illegal, invalid or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable
provisions.  The invalidity of a
provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


10.15       Tax Forms. (a) (i) Each
Lender that is not a “United States person” within the meaning of Section 7701(a)(30)
of the Code (a “Foreign
Lender”) shall deliver to the Borrower and to the Administrative
Agent, at least three Business Days prior to receipt of any payment subject to
withholding under the Code (or upon accepting an assignment of an interest
herein), two duly signed completed copies of either IRS Form W-8BEN or any
successor thereto (relating to such Foreign Lender and entitling it to an
exemption from, or reduction of, withholding tax on all payments to be made to,
or for the account of, such Foreign Lender by the Borrower pursuant to the Loan
Documents) or IRS Form W-8ECI or any successor thereto (relating to all
payments to be made to, or for the account of, such Foreign Lender by the
Borrower pursuant to the Loan Documents) or such other evidence satisfactory to
the Borrower and the Administrative Agent that such Foreign Lender is entitled
to an exemption from, or reduction of, U.S. withholding tax, including any
exemption pursuant to Section 881(c) of the Code, and in the
case of a Foreign Lender claiming such an exemption under Section 881(c) of
the Code, a certificate that establishes in writing to the Borrower and to the
Administrative Agent that such Foreign Lender is not (i) a “bank” as
defined in Section 881(c)(3)(A) of the Code, (ii) a
10-percent shareholder within the meaning of Section 871(h)(3)(B) of
the Code, and (iii) a controlled foreign corporation related to the
Borrower with the meaning of Section 864(d) of the Code.
Thereafter and from time to time, each such Foreign Lender shall (A) promptly
submit to the Borrower and to the Administrative Agent such additional duly
completed and signed copies of one of such forms (or such successor forms as
shall be adopted from time to time by the relevant United States taxing
authorities) as may then be available under then current United States laws and
regulations to avoid, or such evidence as is satisfactory to the Borrower and
the Administrative Agent of any available exemption from or reduction of,
United States withholding taxes in respect of all payments to be made to, or
for the account of, such Foreign Lender by the Borrower pursuant to the Loan
Documents, (B) promptly notify the Borrower and the Administrative Agent
of any change in circumstances which would modify or render invalid any claimed
exemption or reduction, and (C) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lender, and as may be
reasonably necessary (including the re-designation of its Lending Office) to
avoid any requirement of applicable Laws that the Borrower make any deduction
or withholding for taxes from amounts payable to such Foreign Lender.


 


(ii)           Each Foreign
Lender, to the extent it does not act or ceases to act for its own account with
respect to any portion of any sums paid or payable to such Lender under any


 


121

















 


of the
Loan Documents (for example, in the case of a typical participation by such
Lender), shall deliver to the Borrower and the Administrative Agent at least
three Business Days prior to the date when such Foreign Lender ceases to act
for its own account with respect to any portion of any such sums paid or
payable, and at such other times as may be necessary in the determination of
the Borrower or the Administrative Agent (in each case, in the reasonable
exercise of its discretion), (A) two duly signed completed copies of the
forms or statements required to be provided by such Lender as set forth above,
to establish the portion of any such sums paid or payable with respect to which
such Lender acts for its own account that is not subject to U.S. withholding
tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or
any successor thereto), together with any information such Lender is required
to transmit with such form pursuant to the Code and the Treasury Regulations,
and any other certificate or statement of exemption required under the Code or
the Treasury Regulations, to establish that such Lender is not acting for its
own account with respect to a portion of any such sums payable to such Lender.


 


(iii)          The Borrower shall
not be required to pay any additional amount to, or for the account of, any
Foreign Lender under Section 3.01 (A) with respect to any
Taxes required to be deducted or withheld on the basis of the information,
certificates or statements of exemption such Lender transmits with an IRS Form W-8BEN
or W-8IMY (or any successor form thereto) pursuant to this Section 10.15(a) or
(B) if such Lender shall have failed to satisfy the foregoing provisions of
this Section 10.15(a); provided that if such Lender shall
have satisfied the requirement of this Section 10.15(a) on the
date such Lender became a Lender or ceased to act for its own account with
respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) shall
relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01
to the extent that, as a result of any change in any applicable Law, treaty or
governmental rule, regulation or order, or any change in the interpretation,
administration or application thereof, (A) such Lender is no longer
properly entitled to deliver forms, certificates or other evidence at a
subsequent date establishing the fact that such Lender or other Person for the
account of which such Lender receives any sums payable under any of the Loan
Documents is not subject to withholding or is subject to withholding at a
reduced rate, or (B) the rate at which such Lender or other Person is
subject to tax is increased.


 


(iv)          The Administrative
Agent may withhold any Taxes required to be deducted and withheld from any
payment under any of the Loan Documents with respect to which the Borrower is
not required to pay additional amounts under this Section 10.15(a).


 


(b)           Upon the request of
the Administrative Agent, each Lender that is a “United States person” within
the meaning of Section 7701(a)(30) of the Code shall deliver to the
Administrative Agent two duly signed completed copies of IRS Form W-9.  If such Lender fails to deliver such forms, then
the Administrative Agent may withhold from any interest payment to such Lender
an amount equivalent to the applicable back-up withholding tax imposed by the
Code.


 


(c)           If any Governmental
Authority asserts that the Administrative Agent did not properly withhold or
backup withhold, as the case may be, any tax or other amount from payments made
to or for the account of any Lender, such Lender shall indemnify the
Administrative Agent therefor, including all penalties and interest, any taxes
imposed by any jurisdiction on the amounts payable to the Administrative Agent
under this Section 10.15, and


 


122

















 


costs
and expenses (including Attorney Costs) of the Administrative Agent.  The obligation of the Lenders under this Section 10.15
shall survive the termination of the Aggregate Commitments, repayment of all
other Obligations hereunder and the resignation of the Administrative Agent.


 


10.16       No Advisory or
Fiduciary Responsibility. In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment,
waiver or other modification hereof or of any other Loan Document), the
Borrower acknowledges and agrees that: (i)(A) the arranging and other
services regarding this Agreement provided by the Administrative Agent and
Arrangers are arm’s-length commercial transactions between such Borrower and
its Affiliates, on the one hand, and the Administrative and the other
Arrangers, on the other hand, (b) such Borrower has consulted its own
legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate, and (C) such Borrower is capable of evaluating, and
understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents; (ii)(A) the
Administrative Agent and each other Arranger is and has been acting solely as a
principal with respect to the Borrower or any of its Affiliates and, except as
expressly agreed in writing by the relevant parties, has not been, is not, and
will not be acting as an advisor, agent or fiduciary for such Borrower or any
of its Affiliates, or any other Person and (B) neither the Administrative
Agent, nor any other Arranger has any obligation to such Borrower or any of its
Affiliates with respect to the transactions contemplated hereby except those
obligations expressly set forth herein and in the other Loan Documents; and (iii) the
Administrative Agent and the other Arrangers and their respective Affiliates
may be engaged in a broad range of transactions that involve interests that
differ from those of such Borrower and its Affiliates, and neither the
Administrative Agent, nor any other Lead Arranger, has any obligation to
disclose any of such interests to the Borrower or its Affiliates.  To the fullest extent permitted by law, each
of the Borrowers hereby waives and releases any claims that it may have against
the Administrative Agent and the other Arrangers with respect to any breach or
alleged breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.


 


10.17       Replacement of
Lenders. Under any circumstances set forth herein providing that the
Borrower shall have the right to replace a Lender as a party to this Agreement,
the Borrower may, upon notice to such Lender and the Administrative Agent,
replace such Lender by causing such Lender to assign its Loans and Commitments
(with the assignment fee to be paid by the Borrower in such instance) pursuant
to Section 10.07(b) to one or more other Lenders or Eligible
Assignees procured by the Borrower.  Upon
the making of any such assignment, the Borrower shall (x) pay in full any
amounts payable pursuant to Section 3.05 and (y) provide
appropriate assurances and indemnities (which may include letters of credit) to
the L/C Issuers and the Swing Line Lender as each may reasonably require with
respect to any continuing obligation to fund participation interests in any L/C
Obligations or any Swing Line Loans then outstanding; provided, however,
that (i) each such assignment made as a result of a demand by the Borrower
shall be arranged by the Borrower after consultation with the Administrative
Agent and shall be an assignment or assignments pursuant to Section 10.07(b) of
all of the rights and obligations of the assigning Lender under this Agreement,
and (ii) no Lender shall be obligated to make any such assignment pursuant
to Section 10.07(b) as a result of a demand by the Borrower
unless and until such Lender shall have received one or more payments


 


123

















 


from
either the Borrower or one or more Eligible Assignees in an aggregate amount at
least equal to the aggregate outstanding principal amount of the Advances owing
to such Lender, together with accrued interest thereon to the date of payment
of such principal amount and all other amounts payable to such Lender under
this Agreement.


 


10.18       Governing Law.


 


(a)           THIS AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)           ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF
THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, THE BORROWER, EACH AGENT AND EACH LENDER CONSENTS,
FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF
THOSE COURTS.  THE BORROWER, EACH AGENT
AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY
LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, EACH AGENT AND
EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS,
WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.


 


10.19       Waiver of Right to
Trial by Jury.  EACH PARTY TO THIS
AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO
OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE
DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE
AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.18 WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


10.20       Binding Effect.
This Agreement shall become effective when it shall have been executed by the
Borrower and the Administrative Agent shall have been notified by each Lender,
Swing Line Lender and the L/C Issuers that each such Lender, Swing Line Lender
and the L/C Issuers has executed it and thereafter shall be binding upon and
inure to the benefit of the Borrower, each Agent and each Lender and their
respective successors and assigns, except that


 


124

















 


the
Borrower shall not have the right to assign its rights hereunder or any
interest herein without the prior written consent of the Lenders.


 


10.21       USA PATRIOT Act
Notice.  Each Lender and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrower that pursuant to the requirements of the USA PATRIOT ACT
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender or the Administrative Agent, as applicable, to
identify the Borrower in accordance with the Act.


 


125
















 


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


 


	
   

  	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John L. Shroyer

  
	
   

  	
  Name:

  	
  John L. Shroyer

  
	
   

  	
  Title:

  	
  Senior Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith D. Ross

  
	
   

  	
  Name:

  	
  Keith D. Ross

  
	
   

  	
  Title:

  	
  Senior Vice President, Secretary and General Counsel

  



 

















 


	
   

  	
  BANK OF AMERICA, NA., as

  
	
   

  	
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Rittelmeyer

  
	
   

  	
  Name:

  	
  Robert Rittelmeyer

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  BANK OF AMERICA NA., as a Lender, an L/C

  
	
   

  	
  issuer and a Swing Line Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. Colon

  
	
   

  	
  Name:

  	
  Michael J. Colon

  
	
   

  	
  Title:

  	
  Vice-President

  



 

















 


	
   

  	
  BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY,

  
	
   

  	
  as a lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles Stewart

  
	
   

  	
  Name:

  	
  Charles Stewart

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  CALYON NEW YORK BRANCH, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Madnick

  
	
   

  	
  Name: 

  	
  Michael Madnick

  
	
   

  	
  Title: 

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Yun Muzichenko

  
	
   

  	
  Name:

  	
  Yun Muzichenko

  
	
   

  	
  Title: 

  	
  Director

  



 

















 


	
   

  	
  Commerzbank AG, New York and Grand Cayman

  
	
   

  	
  Branches, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Al Morrow

  
	
   

  	
  Name:

  	
  Al Morrow

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Graham Warning

  
	
   

  	
  Name:

  	
  Graham Warning

  
	
   

  	
  Title: 

  	
  Assistant Vice President

  



 

















 


	
   

  	
  FORTIS CAPITAL CORP., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Deegan

  
	
   

  	
  Name:

  	
  John W. Deegan

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Silverstein

  
	
   

  	
  Name:

  	
  Steven Silverstein

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  GENERAL ELECTRIC CAPITAL

  
	
   

  	
  CORPORATION, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alison Trapp

  
	
   

  	
  Name:

  	
  Alison Trapp

  
	
   

  	
  Title:

  	
  Duly Authorized Signatory

  



 

















 


	
   

  	
  GOLDMAN SACHS CREDIT PARTNERS LP.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Walton

  
	
   

  	
  Name:

  	
  Mark Walton

  
	
   

  	
  Title:

  	
  Authorized Signatory

  



 

















 


	
   

  	
  HUA NAN COMMERCIAL BANK, LTD.

  
	
   

  	
  NEW YORK AGENCY as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Te-Chin Wang

  
	
   

  	
  Name:

  	
  Te-Chin Wang

  
	
   

  	
  Title:

  	
  Assistant Vice President

  



 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard C. Smith

  
	
   

  	
  Name:

  	
  Richard C. Smith

  
	
   

  	
  Title:

  	
  Executive Director

  



 

















 


	
   

  	
  MERRILL LYNCH BANK USA, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louis Alder

  
	
   

  	
  Name: 

  	
  Louis Alder

  
	
   

  	
  Title: 

  	
  Director

  



 

















 


	
   

  	
  Mizuho Corporate Bank, Ltd., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bertram H. Tang

  
	
   

  	
  Name:

  	
  Bertram H. Tang

  
	
   

  	
  Title:

  	
  Senior Vice President & Team Leader

  



 

















 


	
   

  	
  NATIONAL CITY BANK, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel R. Raynor

  
	
   

  	
   

  	
  Daniel R. Raynor

  
	
   

  	
   

  	
  Vice President

  



 

















 


	
   

  	
  PEOPLE’S BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
  /s/ George F. Paik

  
	
   

  	
  George F. Paik

  
	
   

  	
  Vice President

  



 

















 


	
   

  	
  REGIONS BANK, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jay Ingram

  
	
   

  	
  Name:

  	
  Jay Ingram

  
	
   

  	
  Title:

  	
  Vice President

  



 
















 


	
   

  	
  THE ROYAL BANK OF SCOTLAND PLC, as a

  
	
   

  	
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ L. Peter Yetman

  
	
   

  	
  Name:

  	
  L. Peter Yetman

  
	
   

  	
  Title:

  	
  Senor Vice President

  



 

















 


	
   

  	
  The Bank of New York, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter C. Parelli

  
	
   

  	
  Name:

  	
  Walter C. Parelli

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  THE NORTHERN TRUST COMPANY, as a

  
	
   

  	
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Courtney L. O’Connor

  
	
   

  	
  Name:

  	
  Courtney L. O’Connor

  
	
   

  	
  Title:

  	
  2nd Vice President

  



 

















 


	
   

  	
  UNITED OVERSEAS BANK LIMITED, NEW

  
	
   

  	
  YORK AGENCY, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George Lim

  
	
   

  	
  Name: 

  	
  George Lim

  
	
   

  	
  Title: 

  	
  SVP and GM

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mario Sheng

  
	
   

  	
  Name: 

  	
  Mario Sheng

  
	
   

  	
  Title: 

  	
  AVP

  



 

















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter I. Bystol

  
	
   

  	
  Name:

  	
  Peter I. Bystol

  
	
   

  	
  Title:

  	
  Assistant Vice President

  



 
















 


Schedule I


 


GUARANTORS


 


Ammunition
Accessories Inc. 

ATK Commercial Ammunition Company Inc. 

ATK Commercial Ammunition Holdings Company Inc. 

ATK Launch Systems Inc.

ATK Space Systems Inc. 

Federal Cartridge Company 

Micro Craft Inc.


 
















 


Schedule 1.01


 


EXISTING LETTERS OF CREDIT


 


	
  LC#

  	
   

  	
  Issuing

  Bank

  	
   

  	
  Beneficiary

  	
   

  	
  Amount ($)

  	
   

  	
  Applicant

  	
   

  	
  Issue

  Date

  	
   

  	
  Expiry

  Date

  	
   

  
	
  01815

  	
   

  	
  US
  Bank

  	
   

  	
  MD
  Environmental Agency

  	
   

  	
  754,120.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  31-Dec-01

  	
   

  	
  31-Dec-07

  	
   

  
	
  02104

  	
   

  	
  US
  Bank

  	
   

  	
  UT
  Dept of Environmental Quality

  	
   

  	
  6,000,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  10-Jul-02

  	
   

  	
  10-Jul-07

  	
   

  
	
  02297

  	
   

  	
  US
  Bank

  	
   

  	
  St
  of Wash, Dept of Labor & Ind

  	
   

  	
  370,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  1-Nov-02

  	
   

  	
  1-Nov-07

  	
   

  
	
  02333

  	
   

  	
  US
  Bank

  	
   

  	
  W.
  Va. Workers Comp

  	
   

  	
  1,217,768.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  6-Nov-02

  	
   

  	
  6-Nov-07

  	
   

  
	
  02355

  	
   

  	
  US
  Bank

  	
   

  	
  Travelers
  Casualty & Surety Co

  	
   

  	
  2,500,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  22-Nov-02

  	
   

  	
  22-Nov-07

  	
   

  
	
  02424

  	
   

  	
  US
  Bank

  	
   

  	
  Keycorp
  Real Estate Capital Markets, Inc.

  	
   

  	
  80,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  31-Dec-02

  	
   

  	
  1-Feb-08

  	
   

  
	
  02786

  	
   

  	
  US
  Bank

  	
   

  	
  Oto
  Melara

  	
   

  	
  278,425.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  11-Sep-03

  	
   

  	
  31-Oct-07

  	
   

  
	
  02799

  	
   

  	
  US
  Bank

  	
   

  	
  Texas
  Workers Comp

  	
   

  	
  300,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  24-Sep-03

  	
   

  	
  24-Sep-07

  	
   

  
	
  03051

  	
   

  	
  US
  Bank

  	
   

  	
  Egypt

  	
   

  	
  2,150,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  15-Mar-04

  	
   

  	
  30-Sep-07

  	
   

  
	
  03052

  	
   

  	
  US
  Bank

  	
   

  	
  Egypt

  	
   

  	
  13,975,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  15-Mar-04

  	
   

  	
  30-Jun-07

  	
   

  
	
  03175

  	
   

  	
  US
  Bank

  	
   

  	
  EPA
  - RTI NJ

  	
   

  	
  1,963,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  10-Jun-04

  	
   

  	
  19-May-07

  	
   

  
	
  03377

  	
   

  	
  US
  Bank

  	
   

  	
  Egypt

  	
   

  	
  150,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  19-Oct-04

  	
   

  	
  30-Jun-07

  	
   

  
	
  03433

  	
   

  	
  US
  Bank

  	
   

  	
  EPA
  - RTI NJ

  	
   

  	
  500,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  15-Nov-04

  	
   

  	
  2-Oct-07

  	
   

  
	
  03547

  	
   

  	
  US
  Bank

  	
   

  	
  GOI

  	
   

  	
  59,700.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  8-Feb-05

  	
   

  	
  30-Jun-07

  	
   

  
	
  03572

  	
   

  	
  US
  Bank

  	
   

  	
  MKEK

  	
   

  	
  889,507.32

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  2-Mar-05

  	
   

  	
  30-Jul-07

  	
   

  
	
  03631

  	
   

  	
  US
  Bank

  	
   

  	
  Oto
  Melara

  	
   

  	
  287,600.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  14-Apr-05

  	
   

  	
  31-May-07

  	
   

  
	
  03652

  	
   

  	
  US
  Bank

  	
   

  	
  Kuwait
  National Guard

  	
   

  	
  622,801.80

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  27-Apr-05

  	
   

  	
  30-Sep-07

  	
   

  
	
  03653

  	
   

  	
  US
  Bank

  	
   

  	
  Kuwait
  National Guard

  	
   

  	
  311,400.90

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  27-Apr-05

  	
   

  	
  30-Apr-07

  	
   

  
	
  03715

  	
   

  	
  US
  Bank

  	
   

  	
  Egypt

  	
   

  	
  31,200.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  3-Jun-05

  	
   

  	
  30-Sep-07

  	
   

  
	
  03718

  	
   

  	
  US
  Bank

  	
   

  	
  GOI

  	
   

  	
  255,375.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  6-Jun-05

  	
   

  	
  30-Jun-07

  	
   

  
	
  03728

  	
   

  	
  US
  Bank

  	
   

  	
  MKEK

  	
   

  	
  147,581.14

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  16-Jun-05

  	
   

  	
  20-Apr-07

  	
   

  
	
  03741

  	
   

  	
  US
  Bank

  	
   

  	
  MKEK

  	
   

  	
  411,363.14

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  23-Jun-05

  	
   

  	
  17-May-07

  	
   

  
	
  03906

  	
   

  	
  US
  Bank

  	
   

  	
  (Spain
  MOD) Mando De Apoyo Logistico

  	
   

  	
  60,679.36

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  22-Nov-05

  	
   

  	
  31-Jan-08

  	
   

  
	
  03952

  	
   

  	
  US
  Bank

  	
   

  	
  Alava
  Ingenieros SA

  	
   

  	
  189,800.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  23-Dec-05

  	
   

  	
  22-Jun-07

  	
   

  
	
  04019

  	
   

  	
  US
  Bank

  	
   

  	
  CONAE

  	
   

  	
  200,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  7-Feb-06

  	
   

  	
  30-Jul-07

  	
   

  
	
  04093

  	
   

  	
  US
  Bank

  	
   

  	
  Central
  Trust of China, Procurement Department

  	
   

  	
  88,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  6-Apr-06

  	
   

  	
  5-Jun-07

  	
   

  



 

















 


	
  LC#

  	
   

  	
  Issuing

  Bank

  	
   

  	
  Beneficiary

  	
   

  	
  Amount ($)

  	
   

  	
  Applicant

  	
   

  	
  Issue

  Date

  	
   

  	
  Expiry

  Date

  	
   

  
	
  04193

  	
   

  	
  US
  Bank

  	
   

  	
  Oto
  Melara

  	
   

  	
  229,164.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  11-Jul-06

  	
   

  	
  31-Mar-07

  	
   

  
	
  04197

  	
   

  	
  US
  Bank

  	
   

  	
  GOI

  	
   

  	
  128,700.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  20-Jul-06

  	
   

  	
  30-Jun-07

  	
   

  
	
  04201

  	
   

  	
  US
  Bank

  	
   

  	
  Oto
  Melara

  	
   

  	
  1,430,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  20-Jul-06

  	
   

  	
  31-Dec-07

  	
   

  
	
  04232

  	
   

  	
  US
  Bank

  	
   

  	
  Rafael
  USA, Inc.

  	
   

  	
  245,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  22-Aug-06

  	
   

  	
  1-Jan-08

  	
   

  
	
  04233

  	
   

  	
  US
  Bank

  	
   

  	
  Rafael
  USA, Inc.

  	
   

  	
  673,750.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  22-Aug-06

  	
   

  	
  1-Jan-08

  	
   

  
	
  04234

  	
   

  	
  US
  Bank

  	
   

  	
  Rafael
  USA, Inc.

  	
   

  	
  1,035,653.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  22-Aug-06

  	
   

  	
  1-Jan-08

  	
   

  
	
  04238

  	
   

  	
  US
  Bank

  	
   

  	
  MKEK

  	
   

  	
  19,798.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  24-Aug-06

  	
   

  	
  31-Mar-07

  	
   

  
	
  04247

  	
   

  	
  US
  Bank

  	
   

  	
  Rafael
  USA, Inc.

  	
   

  	
  5,859,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  31-Aug-06

  	
   

  	
  17-Aug-07

  	
   

  
	
  04254

  	
   

  	
  US
  Bank

  	
   

  	
  UAE

  	
   

  	
  98,500.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  7-Sep-06

  	
   

  	
  31-Jan-08

  	
   

  
	
  04255

  	
   

  	
  US
  Bank

  	
   

  	
  UAE

  	
   

  	
  197,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  7-Sep-06

  	
   

  	
  31-Jan-08

  	
   

  
	
  00303

  	
   

  	
  US
  Bank

  	
   

  	
  Korean
  Aerospace Industries, Ltd.

  	
   

  	
  220,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  28-Sep-06

  	
   

  	
  31-Dec-07

  	
   

  
	
  00316

  	
   

  	
  US
  Bank

  	
   

  	
  Government
  of the Democratic Socialist Republic of Sri Lanka, Sri Lanka Navy

  	
   

  	
  624,187.50

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  20-Oct-06

  	
   

  	
  30-Nov-07

  	
   

  
	
  00318

  	
   

  	
  US
  Bank

  	
   

  	
  Government
  of the Democratic Socialist Republic of Sri Lanka, Sri Lanka Navy

  	
   

  	
  1,248,375.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  20-Oct-06

  	
   

  	
  30-Nov-07

  	
   

  
	
  00321

  	
   

  	
  US
  Bank

  	
   

  	
  RWM
  Schweiz AG

  	
   

  	
  174,540.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  20-Nov-06

  	
   

  	
  29-Feb-08

  	
   

  
	
  00323

  	
   

  	
  US
  Bank

  	
   

  	
  New
  Zealand Defence Force

  	
   

  	
  89,640.43

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  6-Nov-06

  	
   

  	
  30-Sep-07

  	
   

  
	
  00325

  	
   

  	
  US
  Bank

  	
   

  	
  RWM
  Schweiz

  	
   

  	
  43,634.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  14-Dec-06

  	
   

  	
  28-Mar-08

  	
   

  
	
  00332

  	
   

  	
  US
  Bank

  	
   

  	
  Government
  of Singapore

  	
   

  	
  497,820.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  18-Jan-07

  	
   

  	
  31-Jul-07

  	
   

  
	
  00333

  	
   

  	
  US
  Bank

  	
   

  	
  Government
  of Singapore

  	
   

  	
  99,564.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  23-Jan-07

  	
   

  	
  30-Sep-07

  	
   

  
	
  00335

  	
   

  	
  US
  Bank

  	
   

  	
  Old
  Republic Insurance Company

  	
   

  	
  400,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  6-Dec-06

  	
   

  	
  14-Nov-07

  	
   

  
	
  00339

  	
   

  	
  US
  Bank

  	
   

  	
  Minister
  For Defence

  	
   

  	
  718,830.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  14-Dec-06

  	
   

  	
  30-Dec-07

  	
   

  
	
  00348

  	
   

  	
  US
  Bank

  	
   

  	
  New
  Zealand Defence Force

  	
   

  	
  135,261.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  9-Jan-07

  	
   

  	
  31-Dec-07

  	
   

  
	
  00352

  	
   

  	
  US
  Bank

  	
   

  	
  Central
  Trust of China, Procurement Department

  	
   

  	
  106,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  16-Jan-07

  	
   

  	
  18-May-07

  	
   

  
	
  00356

  	
   

  	
  US
  Bank

  	
   

  	
  Singapore
  Technologies Kinetics Ltd.

  	
   

  	
  317,257.90

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  29-Jan-07

  	
   

  	
  24-Feb-08

  	
   

  
	
  00357

  	
   

  	
  US
  Bank

  	
   

  	
  Oto
  Melara

  	
   

  	
  1,430,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  1-Feb-07

  	
   

  	
  30-Jun-08

  	
   

  
	
  00368

  	
   

  	
  US
  Bank

  	
   

  	
  Oto
  Melara

  	
   

  	
  250,250.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  16-Feb-07

  	
   

  	
  30-Apr-08

  	
   

  
	
  00369

  	
   

  	
  US
  Bank

  	
   

  	
  Oto
  Melara

  	
   

  	
  50,050.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  16-Feb-07

  	
   

  	
  30-Apr-08

  	
   

  
	
  00370

  	
   

  	
  US
  Bank

  	
   

  	
  Oto
  Melara

  	
   

  	
  357,500.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  16-Feb-07

  	
   

  	
  30-Apr-08

  	
   

  
	
  00373

  	
   

  	
  US
  Bank

  	
   

  	
  Government
  of Singapore

  	
   

  	
  1,319,625.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  26-Feb-07

  	
   

  	
  30-Oct-07

  	
   

  



 

















 


	
  LC#

  	
   

  	
  Issuing

  Bank

  	
   

  	
  Beneficiary

  	
   

  	
  Amount ($)

  	
   

  	
  Applicant

  	
   

  	
  Issue

  Date

  	
   

  	
  Expiry

  Date

  	
   

  
	
  00374

  	
   

  	
  US
  Bank

  	
   

  	
  Government
  of Singapore

  	
   

  	
  263,925.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  23-Feb-07

  	
   

  	
  30-Oct-07

  	
   

  
	
  00375

  	
   

  	
  US
  Bank

  	
   

  	
  Chairman,
  Cabinet Appointed Procurement Committee, Ministry of Defence

  	
   

  	
  30,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  28-Feb-07

  	
   

  	
  1-Nov-07

  	
   

  
	
  74401

  	
   

  	
  US
  Bank

  	
   

  	
  Reliance
  (bankruptcy)

  	
   

  	
  999,364.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  20-Nov-91

  	
   

  	
  27-Sep-07

  	
   

  
	
  75109

  	
   

  	
  US
  Bank

  	
   

  	
  (AIG)
  National Union Fire Insurance Co. of Pittsburgh, PA

  	
   

  	
  13,210,888.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  28-Oct-93

  	
   

  	
  30-Sep-07

  	
   

  
	
  205936015

  	
   

  	
  Calyon

  	
   

  	
  MN
  Pollution Control Agency

  	
   

  	
  1,961,276.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  28-Feb-02

  	
   

  	
  28-Feb-08

  	
   

  
	
  205936017

  	
   

  	
  Calyon

  	
   

  	
  ID
  Environmental Agency

  	
   

  	
  923,086.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  28-Feb-02

  	
   

  	
  28-Feb-08

  	
   

  
	
  216436002

  	
   

  	
  Calyon

  	
   

  	
  UT
  Dept of Environmental Quality

  	
   

  	
  6,294,609.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  13-Jun-02

  	
   

  	
  13-Jun-08

  	
   

  
	
  221836013

  	
   

  	
  Calyon

  	
   

  	
  VA
  Dept of Environmental Quality

  	
   

  	
  2,595,784.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  6-Aug-02

  	
   

  	
  6-Aug-07

  	
   

  
	
  223436029

  	
   

  	
  Calyon

  	
   

  	
  EPA-Rockaway
  Borough-NJ

  	
   

  	
  1,930,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  20-Aug-02

  	
   

  	
  20-Aug-07

  	
   

  
	
  500536002

  	
   

  	
  Calyon

  	
   

  	
  Egypt

  	
   

  	
  329,976.02

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  5-Jan-05

  	
   

  	
  30-Jun-07

  	
   

  
	
  00053

  	
   

  	
  US
  Bank

  	
   

  	
  Heilongjiang
  Beafang Special Equipment Company Ltd.

  	
   

  	
  20,464.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  27-Sep-06

  	
   

  	
  1-May-07

  	
   

  
	
  00094

  	
   

  	
  US
  Bank

  	
   

  	
  Mudanjiang
  Beifang Alloy Tools Co., Ltd.

  	
   

  	
  535,590.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  16-Feb-07

  	
   

  	
  5-May-07

  	
   

  
	
  00383

  	
   

  	
  US
  Bank

  	
   

  	
  BAE
  Systems Hagglunds AB

  	
   

  	
  2,000,000.00

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  22-Mar-07

  	
   

  	
  30-Apr-08

  	
   

  



 
















 


Schedule 2.01


 


COMMITMENTS AND PRO RATA SHARES


 


	
  Name of Initial

  Lender

  	
   

  	
  Revolving

  Commitment

  ($)

  	
   

  	
  Term A

  Commitment

  ($)

  	
   

  	
  Domestic

  Lending Office

  	
   

  	
  Eurodollar

  Lending Office

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  43,548,387.00

  	
   

  	
  $

  	
   23,951,613.00

  	
   

  	
  For Payments and Requests for 

  Credit Extensions:

  Bank of America, N.A.
 2001 Clayton Road  
 Mail Code: CA4-706-02-25
 Concord, CA 94520
 Attention: 

  [contact information]

   

  Other Notices:

  Bank of America, N.A.  

  1455 Market Street, 5th Floor  

  Mail Code: CA5-701-05-19  

  San Francisco, CA 94103  

  Attention: 

  [contact information]

  	
   

  	
  For Payments and Requests for 

  Credit Extensions:

  Bank of America, N.A.  
 2001 Clayton Road  
 Mail Code: CA4-706-02-25  
 Concord, CA 94520  
 Attention: 

  [contact information]

   

  Other Notices:

  Bank of America, N.A.  

  1455 Market Street, 5th Floor  

  Mail Code: CA5-701-05-19  

  San Francisco, CA 94103  

  Attention: 

  [contact information]

  
											



 

















 


	
  Bank of Tokyo- Mitsubishi Trust Company

  	
   

  	
  $

  	
  32,258,065.00

  	
   

  	
  $

  	
  17,741,935.00

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  



 

















 


	
  Calyon New York Branch

  	
   

  	
  $

  	
  43,548,387.00

  	
   

  	
  $

  	
  23,951,613.00

  	
   

  	
  Credit Contact:

  [contact information]

   

  Administrative and Letters of Credit Contact:

  [contact information]

  	
   

  	
  Credit Contact:

  [contact information]

   

  Administrative and Letters of Credit Contact:

  [contact information]

  



 

















 


	
  Commerzbank AG, New York and Grand Cayman Branch

  	
   

  	
  $

  	
  22,580,645.00

  	
   

  	
  $

  	
  12,419,355.00

  	
   

  	
  Business/Credit Contact:  

  [contact information]

   

  Administrative Contact:

  [contact information]

  	
   

  	
  Business/Credit Contact:

  [contact information]

   

  Administrative Contact:

  [contact information]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fortis Capital Corp

  	
   

  	
  $

  	
  22,580,645.00

  	
   

  	
  $

  	
  12,419,355.00

  	
   

  	
  Credit Contact:

  [contact information]

   

  Administrative Contact:

  [contact information]

  	
   

  	
  Credit Contact:

  [contact information]

   

  Administrative Contact:

  [contact information]

  



 

















 


	
  General Electric Capital Corporation

  	
   

  	
  $

  	
  12,903,266.00

  	
   

  	
  $

  	
  7,096,774.00

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Goldman Sachs Credit Partners L.P.

  	
   

  	
  $

  	
  22,580,645.00

  	
   

  	
  $

  	
  12,419,355.00

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  



 

















 


	
  Hua Nan Commercial Bank, Ltd., New York Agency

  	
   

  	
  $

  	
  9,677,419.00

  	
   

  	
  $

  	
  5,322,581.00

  	
   

  	
  Credit Contact:

  [contact information]

   

  Administrative Contact:

  [contact information]

  	
   

  	
  Credit Contact:

  [contact information]

   

  Administrative Contact:

  [contact information]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JPMorgan Chase Bank

  	
   

  	
  $

  	
  32,258,065.00

  	
   

  	
  $

  	
  17,741,935.00

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  



 

















 


	
  Merrill Lynch Bank USA

  	
   

  	
  $

  	
  22,580,645.00

  	
   

  	
  $

  	
  12,419,355.00

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mizuho Corporate Bank Ltd. New York Branch

  	
   

  	
  $

  	
  22,580,645.00

  	
   

  	
  $

  	
  12,419,355.00

  	
   

  	
  Primary Contact:

  [contact information]

   

  Secondary Contact:

  [contact information]

  	
   

  	
  Primary Contact:

  [contact information]

   

  Secondary Contact:

  [contact information]

  



 

















 


	
  National City Bank

  	
   

  	
  $

  	
  22,580,645.00

  	
   

  	
  $

  	
  12,419,355.00

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  People’s Bank

  	
   

  	
  $

  	
  12,903,266.00

  	
   

  	
  $

  	
  7,096,774.00

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  



 

















 


	
  Regions Bank

  	
   

  	
  $

  	
  22,580,645.00

  	
   

  	
  $

  	
  12,419,355.00

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Royal Bank of Scotland plc

  	
   

  	
  $

  	
  38,709,677.00

  	
   

  	
  $

  	
  21,290,323.00

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  



 

















 


	
  The Bank of New York

  	
   

  	
  $

  	
  32,258,065.00

  	
   

  	
  $

  	
  17,741,935.00

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Northern Trust Company

  	
   

  	
  $

  	
  12,903,266.00

  	
   

  	
  $

  	
  7,096,774.00

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  



 

















 


	
  United Overseas Bank Limited, New York Agency

  	
   

  	
  $

  	
  32,258,065.00

  	
   

  	
  $

  	
  17,741,935.00

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S. Bank National Association

  	
   

  	
  $

  	
  38,709,677.00

  	
   

  	
  $

  	
  21,290,323.00

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  	
   

  	
  Credit Contact:

  [contact information]

   

  Operations Contact:

  [contact information]

  



 
















 


Schedule 5.03


 


CERTAIN AUTHORIZATIONS


 


A.              UCC
filings, tax notices or affidavits and any related fees to be filed or paid in
the following jurisdictions:


 


	
   

  	
   

  	
  Secretary of State

  	
   

  
	
  Entity

  	
   

  	
  Office

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Alliant Techsystems Inc.

  	
   

  	
  Delaware

  	
   

  
	
  Ammunition Accessories Inc.

  	
   

  	
  Delaware

  	
   

  
	
  ATK Commercial Ammunition Company Inc.

  	
   

  	
  Delaware

  	
   

  
	
  ATK Commercial Ammunition Holdings Company Inc.

  	
   

  	
  Delaware

  	
   

  
	
  ATK Launch Systems Inc.

  	
   

  	
  Delaware

  	
   

  
	
  Federal Cartridge Company

  	
   

  	
  Minnesota

  	
   

  
	
  Micro Craft Inc.

  	
   

  	
  Minnesota

  	
   

  



 


B.              Fixture
filings and mortgage filings and any related fees to be filed or paid in the
relevant jurisdictional counties.


 


C.              Securities
filings that may be required pursuant to any applicable law in connection with
the exercise of any rights and remedies with respect to the Collateral.


 


D.              Any
filings to be filed with respect to assignable Government Contracts as required
by the Assignment of Claims Act and the Assignment of Claims Regulations.


 


E.              All
prepayments, notices, consents and other documentation required to terminate
the obligations owing under the Existing Credit Agreement and Existing L/C
Facility.


 

















 


Schedule 5.05


 


MATERIAL DEBT AND LIABILITIES


 


As of
December 31, 2006


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Year Payment is Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Total 5 Yr

  	
   

  	
   

  	
   

  	
  Total

  	
   

  
	
   

  	
   

  	
  4Q FY07

  	
   

  	
  FY08

  	
   

  	
  FY09

  	
   

  	
  FY10

  	
   

  	
  FY11

  	
   

  	
  FY12

  	
   

  	
  Obligations

  	
   

  	
  Beyond

  	
   

  	
  Obligations

  	
   

  
	
  Long-term Debt

  	
   

  	
  $

  	
  81,750

  	
   

  	
  $

  	
  77,000

  	
   

  	
  $

  	
  189,000

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  300,000

  	
   

  	
  $

  	
  647,750

  	
   

  	
  $

  	
  880,000

  	
   

  	
  $

  	
  1,527,750

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interest on debt

  	
   

  	
  16,209

  	
   

  	
  63,445

  	
   

  	
  61,587

  	
   

  	
  48,950

  	
   

  	
  48,950

  	
   

  	
  44,481

  	
   

  	
  283,622

  	
   

  	
  269,288

  	
   

  	
  552,910

  	
   

  
	
  Operating leases

  	
   

  	
  13,034

  	
   

  	
  43,409

  	
   

  	
  36,546

  	
   

  	
  28,433

  	
   

  	
  24,338

  	
   

  	
  11,927

  	
   

  	
  157,687

  	
   

  	
  11,960

  	
   

  	
  169,647

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Capital leases

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Environmental remediation
  costs, net

  	
   

  	
  372

  	
   

  	
  5,722

  	
   

  	
  151

  	
   

  	
  888

  	
   

  	
  2,032

  	
   

  	
  1,620

  	
   

  	
  10,785

  	
   

  	
  14,702

  	
   

  	
  25,487

  	
   

  
	
  Pension and other

  	
   

  	
  37,435

  	
   

  	
  144,990

  	
   

  	
  152,650

  	
   

  	
  147,100

  	
   

  	
  151,550

  	
   

  	
  158,270

  	
   

  	
  791,995

  	
   

  	
  879,440

  	
   

  	
  1,671,435

  	
   

  
	
  PRB contributions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Letters of credit

  	
   

  	
  5,377

  	
   

  	
  72,354

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  77,731

  	
   

  	
  —

  	
   

  	
  77,731

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Guarantees*

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other obligations**

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
																													



 






*Guarantees
should include guarantees of third parties (not other ATK entities).


 


**Other
Obligations: include unconditional purchase obligations, defined as “an
obligation to transfer funds in the future for fixed or minimum amounts, or
quantities of goods or services at fixed or minimum prices.” It must be
noncancelable, or cancelable only upon the occurrence of some remote
contingency or with the permission of the other party. An example is if we have
entered into an agreement to purchase X amount of a raw material at X dollar
amount in the future, and we cannot cancel that agreement (except in the
instances stated above).


 

















 


Schedule 5.08(c)


 


REAL PROPERTY OWNED BY LOAN PARTIES


 






* Indicates the real property
mortgaged pursuant to this Agreement.


 


	
  3309 North Reseda Circle

  	
  23100 Sugar Bush Road NW

  
	
  Mesa, AZ 85215

  	
  Elk River, MN 55330-9157

  
	
  Maricopa County

  	
  Benton County

  
	
  Record Owner: Alliant Techsystems Inc.

  	
  Record Owner: Alliant Techsystems Inc.

  
	
   

  	
   

  
	
  *Elkton Defense Launch
  Vehicles

  	
  *Bacchus Works (Plant 1)

  
	
  55 Thiokol Road

  	
  8400 West 5000 South

  
	
  Elkton, MD 21922

  	
  Magna, UT 84044-0098

  
	
  Cecil County

  	
  Salt Lake County

  
	
  Record Owner: Alliant Techsystems Inc.

  	
  Record Owner: Alliant Techsystems Inc.

  
	
   

  	
   

  
	
  *ABL West
  Virginia/Maryland

  	
  *Bacchus Works (Bacchus
  West)

  
	
  Alleghany County, MD

  	
  8400 West 5000 South

  
	
  Record Owner: Alliant Techsystems Inc.

  	
  Magna, UT 84044-0098

  
	
   

  	
  Salt Lake County

  
	
   

  	
  Record Owner: Alliant Techsystems Inc.

  
	
   

  	
   

  
	
  *Allegany Ballistics Lab

  	
  *Bacchus Works (Buffer
  Zone Land)

  
	
  210 State Route 956

  	
  8400 West 5000 South

  
	
  Rocket Center, WV 26726

  	
  Magna, UT 84044-0098

  
	
  Mineral County

  	
  Salt Lake County

  
	
  Record Owner: Alliant Techsystems Inc.

  	
  Record Owner: Alliant Techsystems Inc.

  
	
   

  	
   

  
	
  *890 Ogden Canyon Road

  	
  *Bacchus Works (High-Tech
  Structures Facility)

  
	
  Ogden, UT 84401

  	
  8400 West 5000 South

  
	
  Weber County

  	
  Magna, UT 84044-0098

  
	
  Record Owner: ATK Launch Systems Inc.

  	
  Salt Lake County

  
	
   

  	
  Record Owner: Alliant Techsystems Inc.

  
	
   

  	
   

  
	
  *2299 Snake River Avenue

  	
  *Northern Utah
  Manufacturing Area

  
	
  Lewiston, ID 83501

  	
  9160 North Hwy 83

  
	
  Nez Perce County

  	
  Brigham City, UT 84302

  
	
  Record Owner: Ammunition Accessories Inc.

  	
  Box Elder County

  
	
   

  	
  Record Owner: ATK Launch Systems Inc.

  
	
   

  	
   

  
	
  *1053 Snake River Avenue

  	
  *900 Ehlen Drive

  
	
  Lewiston, ID 83501

  	
  Anoka, MN 55303-1778

  
	
  Nez Perce County

  	
  Anoka County

  
	
  Record Owner: Ammunition Accessories Inc.

  	
  Record Owner: Federal Cartridge Company

  
	
   

  	
   

  
	
  *150 Southport Avenue

  	
   

  
	
  Lewiston, ID 83501

  	
   

  
	
  Nez Perce County

  	
   

  
	
  Record Owner: Ammunition Accessories Inc.

  	
   

  



 

















 


Schedule 5.09(c)


 


TREATMENT, STORAGE AND DISPOSAL MATTERS


 


Alliant Techsystems Inc.’s and its Subsidiaries’
Treatment, Storage, Disposal Facilities.


 


	
  Propulsion & Controls Division

  	
   

  	
  ATK Launch Systems

  
	
  55 Thiokol Road

  	
   

  	
  P.O. Box 707

  
	
  Elkton, MD 21921

  	
   

  	
  Brigham City, UT 84302

  
	
  MDD003067121

  	
   

  	
  UTD009081357

  
	
   

  	
   

  	
   

  
	
  ATK Launch Systems

  	
   

  	
  Ammunition and Energetics Division

  
	
  P.O. Box 98

  	
   

  	
  Radford Army Ammunition Plant

  
	
  Magna, UT 84044-0098

  	
   

  	
  Route 114

  
	
  UTD001705029

  	
   

  	
  Radford, VA 24141-0100

  
	
   

  	
   

  	
  VA1210020730

  
	
   

  	
   

  	
   

  
	
  Advanced Weapons Division

  	
   

  	
  Tactical Systems Division

  
	
  23100 Sugar Bush Road

  	
   

  	
  210 State Route 956

  
	
  Elk River, MN 55330

  	
   

  	
  Rocket Center, WV 26726-3548

  
	
  MND081138604

  	
   

  	
  WV0170023691

  
	
   

  	
   

  	
   

  
	
  Federal Cartridge Company

  	
   

  	
  Lake City Ammunition Division

  
	
  900 Ehlen Drive

  	
   

  	
  MO Hwy 7 & 78

  
	
  Anoka, MN 55303

  	
   

  	
  Independence, MO 64051

  
	
  MND006156590

  	
   

  	
  MO4213820489

  



 

















 


Schedule 5.13


 


SUBSIDIARIES AND OTHER EQUITY INVESTMENTS  


 


Part A: Subsidiaries of Alliant Techsystems Inc.


 


Ammunition Accessories Inc.


ATK Commercial Ammunition Company Inc.


ATK Commercial Ammunition Holdings Company Inc. 


ATK Insurance Company


ATK Launch Systems Inc.


ATK Space Systems Inc.


COI Ceramics, Inc.


Federal Cartridge Company


Micro Craft Inc.


 


Part B: Other Equity Investments of Alliant
Techsystems Inc.


 


1.              ATK Space Systems Inc. holds a 59% Equity Interest (4,343,300 Shares) in
COI Ceramics, Inc.


 


2.              See “Schedule 7.03(d) - Existing
Investments.”


 

















 


Part C: Loan Parties Company Information.


 


	
   

  	
   

  	
  State of

  	
   

  	
  Address of

  	
   

  	
  U.S. Taxpayer

  
	
  Company

  	
   

  	
  Organization

  	
   

  	
  Principal Place of Business 

  	
   

  	
  I.D. Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alliant
  Techsystems Inc.

  	
   

  	
  Delaware

  	
   

  	
  5050 Lincoln Drive

  	
   

  	
  41-1672694

  
	
   

  	
   

  	
   

  	
   

  	
  Edina, MN 55436-1097

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ammunition
  Accessories Inc.

  	
   

  	
  Delaware

  	
   

  	
  2299 Snake River Avenue

  	
   

  	
  63-1287464

  
	
   

  	
   

  	
   

  	
   

  	
  Lewiston, ID 83501

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK
  Commercial Ammunition

  	
   

  	
  Delaware

  	
   

  	
  5050 Lincoln Drive

  	
   

  	
  41-2022465

  
	
  Company
  Inc.

  	
   

  	
   

  	
   

  	
  Edina, MN 55436-1097

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK
  Commercial Ammunition

  	
   

  	
  Delaware

  	
   

  	
  5050 Lincoln Drive

  	
   

  	
  20-4048077

  
	
  Holdings
  Company Inc.

  	
   

  	
   

  	
   

  	
  Edina, MN 55436-1097

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK
  Launch Systems Inc.

  	
   

  	
  Delaware

  	
   

  	
  P.O. Box 707

  	
   

  	
  36-2678716

  
	
   

  	
   

  	
   

  	
   

  	
  Brigham City, UT 84302

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK
  Space Systems Inc.

  	
   

  	
  Delaware

  	
   

  	
  Park Plaza 2, Suite 350, 2150

  	
   

  	
  33-0517898

  
	
   

  	
   

  	
   

  	
   

  	
  South 1300 East

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Salt Lake City, UT 84106

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Federal
  Cartridge Company.

  	
   

  	
  Minnesota

  	
   

  	
  900 Ehlen Drive

  	
   

  	
  41-0252320

  
	
   

  	
   

  	
   

  	
   

  	
  Anoka, MN 55303

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Micro
  Craft Inc.

  	
   

  	
  Minnesota

  	
   

  	
  207 Big Springs Avenue

  	
   

  	
  62-0601440

  
	
   

  	
   

  	
   

  	
   

  	
  PO Box 370

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Tullahoma, TN 37388

  	
   

  	
   

  



 

















 


SCHEDULE 7.01(b)


 


EXISTING LIENS


 


None.


 

















 


SCHEDULE 7.02(e)


 


EXISTING INDEBTEDNESS


 


1.             $400,000,000 (in the aggregate) 6.75% Senior
Subordinated Notes due 2016 issued by Alliant Techsystems Inc.


 


2.             $280,000,000 2.75% convertible senior subordinated notes
due 2024 issued by Alliant Techsystems Inc.


 


3.             $200,000,000 3.00% convertible senior subordinated notes
due 2024 issued by Alliant Techsystems Inc.


 


4.             $300,000,000 2.75% convertible senior subordinated notes
due 2011 issued by Alliant Techsystems Inc.


 


5.             See “Schedule 1.01 - Existing Letters of Credit.”


 

















 


Schedule 7.03(d)


 


EXISTING INVESTMENTS


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Estimated

  
	
  Issuer

  	
   

  	
  Shareholder

  	
   

  	
  No. of Shares held

  	
   

  	
  Value of Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Platform International

  	
   

  	
  ATK Space Systems Inc.

  	
   

  	
  1,000,000

  	
   

  	
  $10,000 - $50,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rocketplane Kistler, Inc.

  	
   

  	
  ATK Launch Systems Inc.

  	
   

  	
  47,802

  	
   

  	
  $1,000,000

  



 

















 


Schedule 10.02


 


ADMINISTRATIVE AGENT’S OFFICE, CERTAIN ADDRESSES
FOR NOTICES


 


	
  Borrower:

  	
   

  	
  5050 Lincoln Drive

  
	
   

  	
   

  	
  Edina, MN 55436-1097

  
	
   

  	
   

  	
  Attention: 

  
	
   

  	
   

  	
  [contact information]

  
	
   

  	
   

  	
   

  
	
  Administrative Agent:

  	
   

  	
  For payments and Requests for Credit
  Extensions

  
	
   

  	
   

  	
  Bank of America, N.A.

  
	
   

  	
   

  	
  2001 Clayton Road

  
	
   

  	
   

  	
  Mail Code: CA4-706-02-25

  
	
   

  	
   

  	
  Concord, CA 94520

  
	
   

  	
   

  	
  Attention: 

  
	
   

  	
   

  	
  [contact information]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bank of America, N.A.

  
	
   

  	
   

  	
  New York, N.Y.

  
	
   

  	
   

  	
  ABA# [number]

  
	
   

  	
   

  	
  Account No.: [number]

  
	
   

  	
   

  	
  Attn: Credit Services

  
	
   

  	
   

  	
  Ref: Alliant Techsystems Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Other Notices as Administrative Agent:

  
	
   

  	
   

  	
  Bank of America, N.A.

  
	
   

  	
   

  	
  Agency Management

  
	
   

  	
   

  	
  Attention: 

  
	
   

  	
   

  	
  [contact information]

  



 






 












 


EXHIBIT A


 


FORM OF COMMITTED LOAN NOTICE


 


Date:                       ,


 


To:          Bank of America, N.A., as Administrative Agent


 


Ladies and Gentlemen:


 


Reference is made to that certain Amended and
Restated Credit Agreement, dated as of March 29, 2007 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to
time, the “Agreement;”
the terms defined therein being used herein as therein defined), among Alliant
Techsystems Inc., a Delaware corporation (the “Borrower”), the Lenders from time to
time party thereto, Bank of America, N.A., as Administrative Agent, the other
Agents and the Arrangers.


 


The undersigned hereby requests pursuant to Section 2.02(a) of
the Agreement (select one):


 


o A
Borrowing of [Term] [Revolving] Loans


 


o A
conversion or continuation of [Term] [Revolving] Loans


 


1.             On                                                                (a
Business Day).


 


2.             In the aggregate principal amount of $                              .


 


3.             Comprised of [Eurodollar Loans] [Base Rate Loans]
[to be borrowed] [to be continued] [to be converted into [Eurodollar Loans]
[Base Rate Loans]].


 


4.             For Eurodollar Rate Loans to be borrowed, continued
or converted into: with an Interest Period of 
       months.


 


Any request for a Revolving Credit Borrowing
herein complies with the proviso to the first sentence of Section 2.01(a) of
the Agreement.


 


 


	
   

  	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


EXHIBIT B


 


FORM OF SWING LINE LOAN
NOTICE


 


Date:                       ,


 


	
  To:

  	
  Bank of America, N.A., as Swing Line Lender and

  
	
   

  	
  Administrative Agent

  



 


Ladies and Gentlemen:


 


Reference is made to that certain Amended and
Restated Credit Agreement, dated as of March 29, 2007 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to
time, the “Agreement;”
the terms defined therein being used herein as therein defined), among Alliant
Techsystems Inc., a Delaware corporation (the “Borrower”), the Lenders from time to
time party thereto, Bank of America, N.A., as Administrative Agent, the other
Agents and the Arrangers.


 


The undersigned hereby requests a Swing Line
Loan pursuant to Section 2.04(b) of the Agreement:


 


1.             On                                                                                (a
Business Day).


 


2.             In the principal amount of $                                 .


 


The Swing Line Borrowing requested herein
complies with the requirements of the provisos to the first sentence of Section 2.04(a) of
the Agreement.


 


	
   

  	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


EXHIBIT
C-1


 


FORM OF TERM NOTE


 


	
  $

  	
  , 2007

  



 


FOR VALUE RECEIVED, the undersigned, Alliant
Techsystems Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to
the order of                                           
or registered assigns (the “Lender”), in accordance with the provisions of the
Agreement (as hereinafter defined), the principal amount of           
DOLLARS AND            CENTS
($         ) or, if less, the unpaid
principal amount of the [Term A Loan] [Incremental Term Loan] made by the
Lender to the Borrower under that certain Amended and Restated Credit
Agreement, dated as of March 29, 2007 (as amended, restated, extended,
supplemented [(including pursuant to the Incremental Term Facility Supplement dated
          ,         )]
or otherwise modified in writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among the Borrower, the
Lenders from time to time party thereto, Bank of America, N.A., as Administrative
Agent, the other Agents and the Arrangers.


 


The Borrower promises to pay interest on the
unpaid principal amount of the [Term A Loan] [Incremental Term Loan] until such
principal amount is paid in full, at such interest rates and at such times as
provided in the Agreement.  All payments
of principal and interest shall be made to the Administrative Agent for the
account of the Lender in Dollars in immediately available funds at the
Administrative Agent’s Office. If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from
the due date thereof until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Agreement.


 


This Term Note is one of the Term Notes
referred to in the Agreement, is entitled to the benefits thereof and may be
prepaid in whole or in part subject to the terms and conditions provided
therein.  This Term Note is also entitled
to the benefits of the Guaranty and is secured by the Collateral. Upon the
occurrence and continuation of one or more of the Events of Default specified
in the Agreement, all amounts then remaining unpaid on this Term Note shall
become, or may be declared to be, immediately due and payable all as provided
in the Agreement.  The [Term A Loan]
[Incremental Term Loan] made by the Lender shall be evidenced by one or more
loan accounts or records maintained by the Lender in the ordinary course of
business.  The Lender may also attach
schedules to this Term Note and endorse thereon the date, amount and maturity
of its Loans and payments with respect thereto.


 


The Borrower, for itself, its successors and
assigns, hereby waives diligence, presentment, protest and demand and notice of
protest, demand, dishonor and non-payment of this Term Note.


 


Except as provided in the Agreement, this [Term A Note] [Incremental
Term Loan] may not be assigned by the Lender to any Person.


 

















 


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


	
   

  	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


LOANS AND PAYMENTS WITH RESPECT
THERETO


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Amount of

  	
   

  	
  Outstanding

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  End of

  	
   

  	
  Principal or

  	
   

  	
  Principal

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Type of

  	
   

  	
  Amount of

  	
   

  	
  Interest

  	
   

  	
  Interest Paid

  	
   

  	
  Balance This

  	
   

  	
  Notation

  	
   

  
	
  Date

  	
   

  	
  Loan Made

  	
   

  	
  Loan Made

  	
   

  	
  Period

  	
   

  	
  This Date

  	
   

  	
  Date

  	
   

  	
  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT C-2


 


FORM OF REVOLVING
CREDIT NOTE


 


	
  $

  	
  , 2007

  



 


FOR VALUE RECEIVED, the undersigned, Alliant
Techsystems Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to
the order of                                           
or registered assigns (the “Lender”), in accordance with the provisions of the
Agreement (as hereinafter defined), the principal amount of       
DOLLARS AND          CENTS ($          )
or, if less, the aggregate unpaid principal amount of all Revolving Credit
Loans made by the Lender to the Borrower under that certain Amended and
Restated Credit Agreement, dated as of March 29, 2007 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to
time, the “Agreement;”
the terms defined therein being used herein as therein defined), among the
Borrower, the Lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent, the other Agents and the Arrangers.


 


The Borrower promises to pay interest on the
unpaid principal amount of all Revolving Credit Loans until such principal
amount is paid in full, at such interest rates and at such times as provided in
the Agreement.  Except as otherwise
provided in Section 2.04(f) of the Agreement with respect to
Swing Line Loans, all payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent’s Office.  If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from
the due date thereof until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Agreement.


 


This Revolving Credit Note is one of the
Revolving Credit Notes referred to in the Agreement, is entitled to the
benefits thereof and may be prepaid in whole or in part subject to the terms
and conditions provided therein.  This
Revolving Credit Note is also entitled to the benefits of the Guaranty and is
secured by the Collateral.  Upon the
occurrence and continuation of one or more of the Events of Default specified
in the Agreement, all amounts then remaining unpaid on this Revolving Credit
Note shall become, or may be declared to be, immediately due and payable all as
provided in the Agreement.  Revolving
Credit Loans made by the Lender shall be evidenced by one or more loan accounts
or records maintained by the Lender in the ordinary course of business. The
Lender may also attach schedules to this Revolving Credit Note and endorse
thereon the date, amount and maturity of its Revolving Credit Loans and
payments with respect thereto.


 


The Borrower, for itself, its successors and
assigns, hereby waives diligence, presentment, protest and demand and notice of
protest, demand, dishonor and non-payment of this Revolving Credit Note.


 


Except as provided in the Agreement, this Revolving Credit Note may not
be assigned by the Lender to any Person.


 

















 


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


	
   

  	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


LOANS AND PAYMENTS WITH RESPECT
THERETO


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Amount of

  	
   

  	
  Outstanding

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  End of

  	
   

  	
  Principal or

  	
   

  	
  Principal

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Type of

  	
   

  	
  Amount of

  	
   

  	
  Interest

  	
   

  	
  Interest Paid

  	
   

  	
  Balance This

  	
   

  	
  Notation

  	
   

  
	
  Date

  	
   

  	
  Loan Made

  	
   

  	
  Loan Made

  	
   

  	
  Period

  	
   

  	
  This Date

  	
   

  	
  Date

  	
   

  	
  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT D


 


FORM OF COMPLIANCE
CERTIFICATE


 


Financial Statement Date:                  ,
20    


 


To:          Bank of America, N.A., as Administrative Agent


 


Ladies and Gentlemen:


 


Reference is made to that certain Amended and
Restated Credit Agreement, dated as of March 29, 2007 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to
time, the “Agreement;”
the terms defined therein being used herein as therein defined), among Alliant
Techsystems Inc., a Delaware corporation (the “Borrower”), the Lenders from time to
time party thereto, Bank of America, N.A., as Administrative Agent, the other
Agents and the Arrangers.


 


The undersigned Responsible Officer hereby
certifies as of the date hereof that he/she is the                                                                          
of the Borrower, and that, as such, he/she is authorized to execute and deliver
this Certificate to the Administrative Agent on the behalf of the Borrower, and
that:


 


[Use
following paragraph 1 for fiscal year-end financial statements]


 


1.             Attached hereto as Schedule 1 are the
year-end audited financial statements required by Section 6.01(a) of
the Agreement for the fiscal year of the Borrower ended as of the above date,
together with the report and opinion of an independent certified public
accountant or independent chartered accountant required by such section.


 


[Use
following paragraph 1 for fiscal quarter-end financial statements]


 


1.             Attached hereto as Schedule 1 are the
unaudited financial statements required by Section 6.01(b) of
the Agreement for the fiscal quarter of the Borrower ended as of the above
date. Such financial statements fairly present the financial condition, results
of operations and cash flows of the Borrower and its Subsidiaries in accordance
with GAAP as at such date and for such period, subject only to normal year-end
audit adjustments and the absence of footnotes.


 


2.             The undersigned has reviewed and is familiar with
the terms of the Agreement and has made, or has caused to be made under his/her
supervision, a review of the transactions and condition (financial or
otherwise) of the Borrower during the accounting period covered by the attached
financial statements.


 


3.             A review of the activities of the Borrower during
such fiscal period has been made under the supervision of the undersigned with
a view to determining whether during such fiscal period the Borrower performed
and observed all its Obligations under the Loan Documents, and


 


[select
one:]


 

















 


[to the actual knowledge of the undersigned
as of the date of this Compliance Certificate, during such fiscal period the
Borrower performed and observed each covenant and condition of the Loan
Documents applicable to it, and no Default has occurred and is continuing.]


 


—or—


 


[the following covenants or conditions have
not been performed or observed and the following is a list of each such Default
and its nature and status:]


 


4.             The representations and warranties of the Borrower
contained in Article V of the Agreement, or which are contained in
the other Loan Documents, are true and correct in all material respects on and
as of the date hereof, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true and
correct in all material respects as of such earlier date, and except that for
purposes of this Compliance Certificate, the representations and warranties
contained in subsections (a) and (b) of Section 5.05 of
the Agreement shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 6.01
of the Agreement, including the statements in connection with which this
Compliance Certificate is delivered.


 


5.             The financial covenant analyses and information set
forth on Schedule 2 attached hereto are true and accurate on and as of
the date of this Certificate.


 


IN WITNESS
WHEREOF, the undersigned has executed this Certificate as of
                                 ,                          
..


 


	
   

  	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
  

  	
   

  	
   

  	
  For the Quarter/Year ended
                                                      
  (“Statement Date”)

  



 


SCHEDULE 2 

to the Compliance Certificate 

($ in 000’s)


 


	
  I.

  	
  Section 7.10 (a) — Consolidated Interest
  Coverage Ratio.

  
	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Consolidated EBITDA for four consecutive fiscal
  quarters ending on above date (“Subject Period”):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Consolidated Net Income for Subject Period: 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  Consolidated Interest Charges (see below) for
  Subject Period:

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  Income tax expenses for Subject Period: 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
  Depreciation and amortization for Subject Period: 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.

  	
  Non-recurring or extraordinary, non-cash expenses
  for Subject Period or any future period in an amount not to exceed
  $25,000,000 for Subject Period:

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.

  	
  Consolidated EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5): 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Consolidated Interest Charges for Subject Period:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Sum of interest, premium payments, debt discount,
  fees, charges and related expenses (excluding expenses of issuance) in
  connection with borrowed money (including capitalized interest) or in
  connection with the deferred purchase price of assets, in each case to the extent
  treated as interest in accordance with GAAP for Subject Period: 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  Portion of rent expense on a consolidated basis for
  Subject Period under Capitalized Leases treated as interest in accordance
  with GAAP:

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  Consolidated Interest Charges (Lines I.B.1 + 2) 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Consolidated Interest Coverage Ratio (Line I.A.6 ÷
  Line I.B.3): 

  	
           to
  1.00

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Minimum required:  3.00 to 1.00 as of the end of each Statement Date.

  	
   

  



 

















 


	
  II.

  	
  Section 7.10 (b) — Consolidated Leverage
  Ratio.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Consolidated Funded Indebtedness at Statement Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Outstanding principal amount of all obligations for
  borrowed money (whether current or long term) and all obligations evidenced
  by bonds, debentures, notes, loan agreements and similar instruments:

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  Outstanding principal amount of all purchase money
  Indebtedness:

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  Direct or contingent obligations arising under
  Financial Letters of Credit, bankers’ acceptances, bank guarantees and similar
  instruments: 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  Obligations in respect of the deferred price of
  property or services (other than trade accounts payable in the ordinary
  course of business):

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.

  	
  Attributable Indebtedness: 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.

  	
  All obligations in respect of Disqualified Equity
  Interests: 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7.

  	
  Off-Balance Sheet Liabilities:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.

  	
  Without duplication, all Guarantees (excluding
  Performance Guarantees) with respect to outstanding Indebtedness described
  above of Persons other than the Borrower and its Subsidiaries:

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  9.

  	
  All Indebtedness of the types described above of any
  partnership or joint venture (other than a joint venture that is itself a
  corporation or limited liability company or other legal entity in respect of
  which the equity holders are not liable for the obligations of such entity as
  a matter of law) in which the Borrower or a Subsidiary is a general partner
  or joint venturer unless such Indebtedness is expressly non-recourse to the
  Borrower and its Subsidiaries:

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10.

  	
  Consolidated Funded Indebtedness (Line
  II.A.1+2+3+4+5+6+7+8+9): 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B

  	
  Consolidated EBITDA for Subject Period (Line I.A.6
  above): 

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Consolidated Leverage Ratio (Line II.A.10 ÷ Line
  II.B):

  	
          to 1.00

  



 

















 


Maximum permitted:  From Restatement Closing Date through 

March 31, 2007, 4.5:1:00; 

from April 1, 2007 through June 30, 2007, 4.5:1:00;  

from July 1, 2007 through September 30, 2007, 4.25:1:00;  

from October 1, 2007 through June 30, 2008, 4.25:100;  

from July 1, 2008 and each fiscal quarter thereafter, 4.00:1:00.


 
















 


EXHIBIT E


 


FORM OF
ASSIGNMENT AND ASSUMPTION


 


This Assignment and
Assumption (this “Assignment
and Assumption”) is dated as of the Effective Date set forth
below and is entered into by and between [             ]
(the “Assignor”) and [             ]
(the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to
them in the Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt
of a copy of which is hereby acknowledged by the Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”)
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full.


 


For an agreed
consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to
the amount and percentage interest identified below of all of such outstanding
rights and obligations of the Assignor under the respective facilities
identified below (including, without limitation, Letters of Credit, Guarantees
and Swing Line Loans included in such facilities) and (ii) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of the Assignor (in its capacity as a Lender)
against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered
pursuant thereto or the loan transactions governed thereby or in any way based
on or related to any of the foregoing, including, but not limited to, contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law
or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned pursuant
to clauses (i) and (ii) above being referred to herein collectively
as, the “Assigned Interest”).
Such sale and assignment is without recourse to the Assignor and, except as
expressly provided in this Assignment and Assumption, without representation or
warranty by the Assignor.


 


	
  1.

  	
   

  	
  Assignor:

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Assignee:
                                                              
  [and is an 

  
	
   

  	
   

  	
   

  	
  Affiliate/Approved
  Fund of [identify Lender]]

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Borrower:

  	
  Alliant
  Techsystems Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Administrative  Agent: Bank of America, N.A., as the
  administrative agent under the Credit Agreement

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Credit
  Agreement:

  	
   

  	
  The Amended and
  Restated Credit Agreement, dated as of March 29, 2007 among Alliant
  Techsystems Inc., the Lenders party thereto, Bank of America, N.A., as
  Administrative Agent, the other Agents and the Arrangers. 

  
						



 

















 


6. Assigned Interest:


 


	
  Facility Assigned

  	
   

  	
  Aggregate

  Amount of

  Commitment/Loans

  for all Lenders*

  	
   

  	
  Amount of

  Commitment/Loans

  Assigned*

  	
   

  	
  Percentage

  Assigned of

  Commitment/Loans(1)

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
   

  	
  %

  



 


[7. Trade Date:                                           ](2)


 


Effective Date:                                         ,
20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]


 


The terms set forth in
this Assignment and Assumption are hereby agreed to:


 


	
   

  	
  ASSIGNOR

  
	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE

  
	
   

  	
  [NAME OF ASSIGNEE]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 






(1)  Set forth, to
at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders
thereunder.


 


* Amount to be adjusted
by the counterparties to take into account any payments or prepayments for Term
A Loans [Incremental Term Loan].


 


(2)  To be completed
if the Assignor and the Assignee intend that the minimum assignment amount is
to be determined as of the Trade Date.


 

















 


	
  Consented to and
  Accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK OF AMERICA, N.A.,
  as

  	
   

  	
   

  
	
  Administrative
  Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [Consented to:](3)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 






(3) To be
added for the Borrower and/or other parties (e.g. Swing Line Lender or L/C
Issuer) only to the extent such consent is required by the terms of the Credit
Agreement.


 

















 


ANNEX 1 TO
ASSIGNMENT AND ASSUMPTION


 


Amended and
Restated Credit Agreement, dated as of March 29, 

2007 (as amended, restated, extended, supplemented or otherwise

modified in writing from time to time, the “Credit Agreement;” the

terms defined therein being used herein as therein defined), among

Alliant Techsystems Inc., a Delaware corporation (the

“Borrower”), the
Lenders from time to time party thereto, Bank of

America, N.A., as Administrative Agent, the other Agents and the

Arrangers.


 


STANDARD TERMS AND
CONDITIONS FOR


 


ASSIGNMENT AND
ASSUMPTION


 


1.             Representations and Warranties.


 


1.1.          Assignor. The Assignor (a) represents and warrants that (i) it
is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or
representations made in or in connection with the Credit Agreement or any other
Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan
Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.


 


1.2.          Assignee. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by
the provisions of the Credit Agreement as a Lender thereunder and, to the
extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered pursuant to Section 6.01
thereof, as applicable, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Lender, and (v) if it is
a Foreign Lender, attached hereto is any documentation required to be delivered
by it pursuant to the terms of the Credit Agreement, duly completed and
executed by the Assignee; and (b) agrees that (i) it will, independently
and without reliance on the Administrative Agent, the


 

















 


Assignor or any other
Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement and the other Loan Documents, and (ii) it
will perform in accordance with their terms all of the obligations which by the
terms of the Credit Agreement and the other Loan Documents are required to be
performed by it as a Lender.


 


2.             Payments. [From and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to
the Assignee whether such amounts have accrued prior to or on or after the
Effective Date.  The Assignor and the
Assignee shall make all appropriate adjustments in payments by the
Administrative Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.] [From and after the
Effective Date, the Administrative Agent shall make all payments in respect of
the Assigned Interest (including payments of principal, interest, fees and
other amounts) to the Assignor for amounts which have accrued to but excluding
the Effective Date and to the Assignee for amounts which have accrued from and
after the Effective Date.](4)


 


3.             General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a
signature page of this Assignment and Assumption by telecopy shall be
effective as delivery of a manually executed counterpart of this Assignment and
Assumption.  This Assignment and
Assumption shall be governed by, and construed in accordance with, the law of
the State of New York.


 






(4) Administrative
Agent to select first or second alternative.


 
















 


EXHIBIT F


 


EXECUTION
COPY


 


AMENDED
AND RESTATED SUBSIDIARY GUARANTY


 


Dated as of March 29,
2007


 


From


 


THE GUARANTORS NAMED
HEREIN


 


and


 


THE ADDITIONAL GUARANTORS
REFERRED TO HEREIN


 


as Guarantors


 


in favor of


 


THE SECURED PARTIES
REFERRED TO IN

THE CREDIT AGREEMENT REFERRED TO HEREIN


 

















 


TABLE OF
CONTENTS


 


	
  Section

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 1.

  	
  Guaranty; Limitation of Liability

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 2.

  	
  Guaranty Absolute

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 3.

  	
  Waivers and Acknowledgments

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 4.

  	
  Subrogation

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 5.

  	
  Payments Free and Clear of Taxes, Etc.

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 6.

  	
  Representations and Warranties

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 7.

  	
  Covenants

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 8.

  	
  Amendments, Guaranty Supplements, Etc.

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 9.

  	
  Notices, Etc.

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 10.

  	
  No Waiver; Remedies

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 11.

  	
  Right of Set-off

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 12.

  	
  Indemnification

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 13.

  	
  Subordination

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 14.

  	
  Continuing Guaranty; Assignments under the Credit
  Agreement

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 15.

  	
  Execution in Counterparts

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 16.

  	
  Governing Law; Jurisdiction; Waiver of Jury Trial,
  Etc.

  	
  12

  
	
   

  	
   

  	
   

  
	
  Exhibit A - Guaranty Supplement

  	
   

  



 

















 


AMENDED
AND RESTATED SUBSIDIARY GUARANTY


 


AMENDED AND RESTATED SUBSIDIARY GUARANTY, dated as of March 29,
2007 (this “Guaranty”),
made by the Persons listed on the signature pages hereof and the
Additional Guarantors (as defined in Section 8(b)) (such Persons so
listed and the Additional Guarantors being, collectively, the “Guarantors” and,
individually, each a “Guarantor”)
in favor of the Secured Parties (as defined in the Credit Agreement referred to
below).


 


PRELIMINARY STATEMENT. Alliant Techsystems Inc., a
Delaware corporation (the “Borrower”),
is party to that certain Amended and Restated Credit Agreement dated as of March 29,
2007 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the “Credit
Agreement”; the capitalized terms defined therein and not
otherwise defined herein being used herein as therein defined) with certain
Lenders party thereto, BANK OF AMERICA, N.A, as Administrative Agent for such
Lenders, the other Agents and the Arrangers. Each Guarantor may receive,
directly or indirectly, a portion of the proceeds of the Loans under the Credit
Agreement and will derive substantial direct and indirect benefits from the
transactions contemplated by the Credit Agreement. It is a condition precedent
to the making of Loans by the Lenders and the issuance of Letters of Credit by
the L/C Issuers under the Credit Agreement and the entry by the Hedge Banks
into Secured Hedge Agreements from time to time that each Guarantor shall have
executed and delivered this Guaranty.


 


NOW, THEREFORE, in consideration of the premises and
in order to induce the Lenders to make Loans and the L/C Issuers to issue
Letters of Credit under the Credit Agreement and the Hedge Banks to enter into
Secured Hedge Agreements from time to time, each Guarantor, jointly and
severally with each other Guarantor, hereby agrees as follows:


 


Section 1.        Guaranty;
Limitation of Liability.  (a)  Each Guarantor hereby absolutely, unconditionally
and irrevocably guarantees the punctual payment when due, whether at scheduled
maturity or on any date of a required prepayment or by acceleration, demand or
otherwise, of all Obligations of each other Loan Party now or hereafter
existing under or in respect of the Loan Documents (including, without
limitation, any extensions, modifications, substitutions, amendments or
renewals of any or all of the foregoing Obligations), whether direct or
indirect, absolute or contingent, and whether for principal, interest,
premiums, fees, indemnities, contract causes of action, costs, expenses or
otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay
any and all expenses (including, without limitation, fees and expenses of counsel)
incurred by the Administrative Agent or any other Secured Party in enforcing
any rights under this Guaranty or any other Loan Document. Without limiting the
generality of the foregoing, each Guarantor’s liability shall extend to all
amounts that constitute part of the Guaranteed Obligations and would be owed by
any other Loan Party to any Secured Party under or in respect of the Loan
Documents but for the fact that they are unenforceable or not allowable due to
the existence of a bankruptcy, reorganization or similar proceeding involving
such other Loan Party.


 


(b)       Each Guarantor, and by its acceptance of
this Guaranty, the Administrative Agent and each other Secured Party, hereby
confirms that it is the intention of all such Persons that this Guaranty and
the Obligations of each Guarantor hereunder not constitute a fraudulent
transfer or conveyance for purposes of Debtor Relief Laws, the Uniform
Fraudulent Conveyance


 

















 


Act, the Uniform
Fraudulent Transfer Act or any similar foreign, federal or state law to the
extent applicable to this Guaranty and the Obligations of each Guarantor
hereunder. To effectuate the foregoing intention, the Administrative Agent, the
other Secured Parties and the Guarantors hereby irrevocably agree that the
Obligations of each Guarantor under this Guaranty at any time shall be limited
to the maximum amount as will result in the Obligations of such Guarantor under
this Guaranty not constituting a fraudulent transfer or conveyance.


 


(c)       Each Guarantor hereby unconditionally and
irrevocably agrees that if any payment shall be required to be made to any
Secured Party under this Guaranty or any other guaranty by such Guarantor, such
Guarantor will contribute, to the maximum extent permitted by law, such amounts
to each other Guarantor and each other guarantor so as to maximize the
aggregate amount paid to the Secured Parties under or in respect of the Loan
Documents.


 


(d)       To the extent that any Guarantor shall
make a payment under this Guaranty of all or any of the Guaranteed Obligations
(a “Guarantor Payment”) which, taking into account all other
Guarantor Payments then previously or concurrently made by the other
Guarantors, exceeds the amount which such Guarantor would otherwise have paid
if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by
such Guarantor Payment in the same proportion that such Guarantor’s “Allocable
Amount” (as defined below) (in effect immediately prior to such Guarantor
Payment) bore to the aggregate Allocable Amounts of all Guarantors in effect
immediately prior to the making of such Guarantor Payment, then, subject
to Section 4 hereof such Guarantor shall be entitled to receive
contribution and indemnification payments from, and be reimbursed by, each of
the other Guarantors for the amount of such excess, pro  rata in
accordance with their respective Allocable Amounts in effect immediately prior
to such Guarantor Payment. As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the
maximum amount of the claim which could then be recovered from such Guarantor
under this Guaranty after giving effect to Section 1(b) hereof. This Section 1(d) is
intended only to define the relative rights of Guarantors and nothing set forth
in this Section 1(d) is intended to or shall impair the
obligations of Guarantors, jointly and severally, to pay any amounts as and
when the same shall become due and payable in accordance with the terms of this
Guaranty.


 


Section 2.        Guaranty
Absolute.  Each
Guarantor guarantees that the Guaranteed Obligations will be paid strictly in
accordance with the terms of the Loan Documents, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting
any of such terms or the rights of any Secured Party with respect thereto. The
Obligations of each Guarantor under or in respect of this Guaranty are
independent of the Guaranteed Obligations or any other Obligations of any other
Loan Party under or in respect of the Loan Documents, and a separate action or
actions may be brought and prosecuted against each Guarantor to enforce this
Guaranty, irrespective of whether any action is brought against the Borrower or
any other Loan Party or whether the Borrower or any other Loan Party is joined
in any such action or actions. The liability of each Guarantor under this
Guaranty shall be irrevocable, absolute and unconditional irrespective of, and
each Guarantor hereby irrevocably waives any defenses it may now have or
hereafter acquire in any way relating to, any or all of the following:


 


(a)       any lack of validity or enforceability of
any Loan Document or any agreement or instrument relating thereto;


 

















 


(b)       any change in the time, manner or place
of payment of, or in any other term of, all or any of the Guaranteed
Obligations or any other Obligations of any other Loan Party under or in
respect of the Loan Documents, or any other amendment or waiver of or any
consent to departure from any Loan Document, including, without limitation, any
increase in the Guaranteed Obligations resulting from the extension of
additional credit to any Loan Party or any of its Subsidiaries or otherwise;


 


(c)       any taking, exchange, release or
non-perfection of any Collateral or any other collateral, or any taking,
release or amendment or waiver of, or consent to departure from, any other
guaranty, for all or any of the Guaranteed Obligations;


 


(d)       any manner of application of Collateral
or any other collateral, or proceeds thereof, to all or any of the Guaranteed
Obligations, or any manner of sale or other disposition of any Collateral or
any other collateral for all or any of the Guaranteed Obligations or any other
Obligations of any Loan Party under the Loan Documents or any other assets of
any Loan Party or any of its Subsidiaries;


 


(e)       any change, restructuring or termination
of the corporate structure or existence of any Loan Party or any of its
Subsidiaries;


 


(f)        any failure of any Secured Party to
disclose to any Loan Party any information relating to the business, condition
(financial or otherwise), operations, performance, properties or prospects of
any other Loan Party now or hereafter known to such Secured Party (each
Guarantor waiving any duty on the part of the Secured Parties to disclose such
information);


 


(g)       the failure of any other Person to
execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter
defined) or any other guaranty or agreement or the release or reduction of
liability of any Guarantor or other guarantor or surety with respect to the
Guaranteed Obligations; or


 


(h)       any other circumstance (including,
without limitation, any statute of limitations) or any existence of or reliance
on any representation by any Secured Party that might otherwise constitute a
defense available to, or a discharge of, any Loan Party or any other guarantor
or surety.


 


This Guaranty shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any of the
Guaranteed Obligations is rescinded or must otherwise be returned by any
Secured Party or any other Person upon the insolvency, bankruptcy or
reorganization of the Borrower or any other Loan Party or otherwise, all as
though such payment had not been made.


 

















 


Section 3.        Waivers
and Acknowledgments.  (a) 
Each Guarantor hereby unconditionally and irrevocably waives promptness,
diligence, notice of acceptance, presentment, demand for performance, notice of
nonperformance, default, acceleration, protest or dishonor and any other notice
with respect to any of the Guaranteed Obligations and this Guaranty and any
requirement that any Secured Party protect, secure, perfect or insure any Lien
or any property subject thereto or exhaust any right or take any action against
any Loan Party or any other Person or any Collateral.


 


(b)       Each Guarantor hereby unconditionally and
irrevocably waives any right to revoke this Guaranty and acknowledges that this
Guaranty is continuing in nature and applies to all Guaranteed Obligations,
whether existing now or in the future.


 


(c)       Each Guarantor hereby unconditionally and
irrevocably waives (i) any defense arising by reason of any claim or
defense based upon an election of remedies by any Secured Party that in any
manner impairs, reduces, releases or otherwise adversely affects the
subrogation, reimbursement, exoneration, contribution or indemnification rights
of such Guarantor or other rights of such Guarantor to proceed against any of
the other Loan Parties, any other guarantor or any other Person or any
Collateral and (ii) any defense based on any right of set-off or
counterclaim against or in respect of the Obligations of such Guarantor
hereunder.


 


(d)       Each Guarantor acknowledges that the
Administrative Agent may, without notice to or demand upon such Guarantor and
without affecting the liability of such Guarantor under this Guaranty,
foreclose under any mortgage, trust deeds or deed of trust by nonjudicial sale,
and each Guarantor hereby waives any defense to the recovery by the
Administrative Agent and the other Secured Parties against such Guarantor of
any deficiency after such nonjudicial sale and any defense or benefits that may
be afforded by applicable law.


 


(e)       Each Guarantor hereby unconditionally and
irrevocably waives any duty on the part of any Secured Party to disclose to
such Guarantor any matter, fact or thing relating to the business, condition
(financial or otherwise), operations, performance, properties or prospects of
any other Loan Party or any of its Subsidiaries now or hereafter known by such
Secured Party.


 


(f)        Each Guarantor acknowledges that it will
receive substantial direct and indirect benefits from the financing
arrangements contemplated by the Loan Documents and that the waivers set forth
in Section 2 and this Section 3 are knowingly made in
contemplation of such benefits.


 


Section 4.        Subrogation.  Each Guarantor hereby
unconditionally and irrevocably agrees not to exercise any rights that it may
now have or hereafter acquire against the Borrower, any other Loan Party or any
other insider guarantor that arise from the existence, payment, performance or enforcement
of such Guarantor’s Obligations under or in respect of this Guaranty or any
other Loan Document, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of any Secured Party against the Borrower,
any other Loan Party or any other insider guarantor or any Collateral, whether
or not such claim, remedy or right arises in equity or under contract, statute
or common law, including, without limitation, the right to take or receive from
the Borrower, any other Loan Party or any other insider guarantor, directly or
indirectly, in


 

















 


cash or other
property or by set-off or in any other manner, payment or security on account
of such claim, remedy or right, unless and until all of the Guaranteed
Obligations and all other amounts payable under this Guaranty shall have been
paid in full in cash, all Letters of Credit and all Secured Hedge Agreements
shall have expired or been terminated and the Commitments shall have expired or
been terminated. If any amount shall be paid to any Guarantor in violation of
the immediately preceding sentence at any time prior to the latest of (a) the
payment in full in cash of the Guaranteed Obligations and all other amounts
payable under this Guaranty, (b) the Maturity Date for the Revolving
Credit Facility and (c) the latest date of expiration, termination or Cash
Collateralization or provision of Credit Support (as defined below) therefor of
all Letters of Credit and the expiration or termination of all Secured Hedge
Agreements, such amount shall be received and held in trust for the benefit of
the Secured Parties, shall be segregated from other property and funds of such
Guarantor and shall forthwith be paid or delivered to the Administrative Agent
in the same form as so received (with any necessary endorsement or assignment)
to be credited and applied to the Guaranteed Obligations and all other amounts
payable under this Guaranty, whether matured or unmatured, in accordance with
the terms of the Loan Documents, or to be held as Collateral for any Guaranteed
Obligations or other amounts payable under this Guaranty thereafter arising. If
(i) any Guarantor shall make payment to any Secured Party of all or any
part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations
and all other amounts payable under this Guaranty shall have been paid in full
in cash, (iii) the Maturity Date for the Revolving Credit Facility shall
have occurred and (iv) all Letters of Credit shall have expired or been
terminated or, prior to the date of expiration or termination, been Cash
Collateralized or credit support therefor shall otherwise have been provided in
a manner satisfactory to the respective L/C Issuer in its sole discretion (“Credit Support”) and
all Secured Hedge Agreements shall have expired or been terminated, the Secured
Parties will, at such Guarantor’s request and expense, execute and deliver to
such Guarantor appropriate documents, without recourse and without representation
or warranty, necessary to evidence the transfer by subrogation to such
Guarantor of an interest in the Guaranteed Obligations resulting from such
payment made by such Guarantor pursuant to this Guaranty.


 


Section 5.        Payments
Free and Clear of Taxes, Etc.  (a)  Unless provided otherwise in Section 5(g),
any and all payments made by any Guarantor to, or for the account of a Secured
Party, under or in respect of this Guaranty or any other Loan Document shall be
made, in accordance with Section 3.01 of the Credit Agreement, free
and clear of and without deduction for any and all present or future Taxes. If
any Guarantor shall be required by law to deduct any Taxes from or in respect
of any sum payable under or in respect of this Guaranty or any other Loan
Document to any Secured Party, unless provided otherwise in Section 5(g),
(i) the sum payable by such Guarantor shall be increased as may be
necessary so that after such Guarantor and the Administrative Agent have made
all required deductions (including deductions applicable to additional sums
payable under this Section 5(a)), such Secured Party receives an
amount equal to the sum it would have received had no such deductions been
made, (ii) such Guarantor shall make such deductions and (iii) such
Guarantor shall pay the full amount deducted to the relevant taxation authority
or other Governmental Authority in accordance with applicable law.


 


(b)       In addition, each Guarantor agrees to pay
any present or future Other Taxes that arise from any payment made by or on
behalf of such Guarantor under or in respect of this Guaranty or any other Loan
Document or from the execution, delivery or registration of,


 

















 


performance under,
or otherwise with respect to, this Guaranty and the other Loan Documents. If a
Guarantor is required to pay material amounts of any Other Taxes with respect
to any Loan Document, then the applicable Secured Party shall take such steps
as shall not be materially disadvantageous to it, in the reasonable judgment of
such Secured Party, and as may be reasonably necessary (including designation
of a different lending office, if any) to eliminate or substantially reduce the
amount of such taxes otherwise payable by the Guarantor under this Section 5(b).


 


(c)       Unless otherwise provided in Section 5(g),
each Guarantor will indemnify each Secured Party for and hold it harmless
against the full amount of Taxes and Other Taxes imposed by any jurisdiction on
amounts payable under this Section 5, imposed on or paid by such
Secured Party and any liability (including penalties, additions to tax,
interest and reasonable expenses) arising therefrom or with respect thereto, in
each case whether or not such Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. Payment under this Section 5
shall be made within 30 days after the date such Secured Party makes written
demand therefor. A certificate setting forth the amount of such payment
delivered by a Secured Party to a Guarantor shall be conclusive absent the manifest
error of such Secured Party. If any Secured Party receives a refund of Taxes or
Other Taxes paid by any Guarantor for which such Guarantor indemnified any
Secured Party pursuant to this Section 5(c), then such Secured
Party shall pay the amount of such refund, net of any expenses incurred by or
any Taxes or Other Taxes imposed on such Secured Party, to the applicable
Guarantor within 30 days of the receipt of such amount; provided that
such Guarantor agrees, upon the request of such Secured Party, to promptly
return the amount of such refund to such Secured Party (together with the
amount of any applicable penalties, interest or other charges in respect
thereof) if such Secured Party is required to repay such refund to the relevant
Governmental Authority. Nothwithstanding the foregoing, (i) no Guarantor
shall be entitled to review the tax records or financial information of any
Secured Party and (ii) no Secured Party shall have any obligation to
pursue any refund of Taxes or Other Taxes paid by any Guarantor.


 


(d)       Within 30 days after the date of any
payment of Taxes, the relevant Guarantor shall furnish to the Administrative
Agent, at its address referred to in Section 9, the original or a
certified copy of a receipt evidencing such payment. In the case of any payment
hereunder by or on behalf of any Guarantor through an account or branch outside
the United States or by or on behalf of such Guarantor by a payor that is not a
United States person, if such Guarantor determines that no Taxes are payable in
respect thereof, such Guarantor shall furnish, or shall cause such payor to
furnish, to the Administrative Agent, at such address, an opinion of counsel
acceptable to the Administrative Agent stating that such payment is exempt from
Taxes. For purposes of subsections (d) and (e) of
this Section 5, the terms “United States” and “United States person” shall have the meanings specified in Section 7701
of the Internal Revenue Code.


 


(e)       Each Secured Party that is not a United
States person (a “Foreign Secured Party”) shall, on or prior to the date of its execution and
delivery of the Credit Agreement, in the case of each initial Secured Party, as
the case may be, and on or prior to the date of the Assignment and Assumption
or Secured Hedge Agreement pursuant to which it becomes a Secured Party, in the
case of each other Secured Party, provide each of the Administrative Agent and
such Guarantor with two duly signed completed copies of either IRS Form W-8BEN
or any successor thereto (relating to such Foreign Secured Party and entitling
it to an exemption from,


 

















 


or reduction of,
withholding tax on all payments to be made to, or for the account of, such
Foreign Secured Party by such Guarantor under or in respect of this Guaranty or
any other Loan Document) or IRS Form W-8ECI or any successor thereto
(relating to all payments to be made to, or for the account of, such Foreign
Secured Party by the Guarantor under or in respect of this Guaranty or any
other Loan Document) or such other evidence satisfactory to the Guarantor and
the Administrative Agent that such Foreign Secured Party is entitled to an
exemption from, or reduction of, U.S. withholding tax, including any exemption
pursuant to Section 881(c) of the Code, and in the case of a
Foreign Secured Party claiming such an exemption under Section 881(c) of
the Code, a certificate that establishes in writing to the Guarantor and to the
Administrative Agent that such Foreign Secured Party is not (i) a “bank”
as defined in Section 881(c)(3)(A) of the Code, (ii) a
10-percent shareholder within the meaning of Section 871(h)(3)(B) of
the Code, and (iii) a controlled foreign corporation related to any
Guarantor within the meaning of Section 864(d) of the Code.
Thereafter and from time to time, each such Foreign Secured Party shall (A) promptly
submit to such Guarantor and to the Administrative Agent such additional duly
completed and signed copies of one of such forms (or such successor forms as
shall be adopted from time to time by the relevant United States taxing
authorities) as may then be available under then current United States laws and
regulations to avoid, or such evidence as is satisfactory to such Guarantor and
the Administrative Agent of any available exemption from or reduction of,
United States withholding taxes in respect of all payments to be made to, or
for the account of, such Foreign Secured Party by such Guarantor under or in
respect of this Guaranty or any other Loan Document, (B) promptly notify
such Guarantor and the Administrative Agent of any change in circumstances
which would modify or render invalid any claimed exemption or reduction, and (C) take
such steps as shall not be materially disadvantageous to it, in the reasonable
judgment of such Foreign Secured Party, and as may be reasonably necessary (including
the re-designation of its Lending Office) to avoid any requirement of
applicable Laws that such Guarantor make any deduction or withholding for taxes
from amounts payable to such Foreign Secured Party.


 


(f)        Each Foreign Secured Party, to the extent
it does not act or ceases to act for its own account with respect to any
portion of any sums paid or payable to such Foreign Secured Party under any of
the Loan Documents (for example, in the case of a typical participation by such
Foreign Secured Party), shall deliver to such Guarantor and the Administrative
Agent at least three Business Days prior to the date when such Foreign Secured
Party ceases to act for its own account with respect to any portion of any such
sums paid or payable, and at such other times as may be necessary in the
determination of such Guarantor or the Administrative Agent (in each case, in
the reasonable exercise of its discretion), (A) two duly signed completed
copies of the forms or statements required to be provided by such Foreign
Secured Party as set forth above, to establish the portion of any such sums
paid or payable with respect to which such 
Foreign Secured Party acts for its own account that is not subject to
U.S. withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY
(or any successor thereto), together with any information such Foreign Secured
Party is required to transmit with such form pursuant to the Code and the
Treasury Regulations, and any other certificate or statement of exemption
required under the Code or the Treasury Regulations, to establish that such
Foreign Secured Party is not acting for its own account with respect to a
portion of any such sums payable to such Foreign Secured Party.


 

















 


(g)       A Guarantor shall not be required to pay
any additional amount to, or for the account of, any Foreign Secured Party
under Section 5(a) and 5(c) with respect to (A) any
Taxes required to be deducted or withheld on the basis of the information,
certificates or statements of exemption such Foreign Secured Party transmits
with an IRS Form W-8BEN or W-8IMY (or any successor form thereto) pursuant
to Section 5(e) or 5(f) or (B) if such
Foreign Secured Party shall have failed to satisfy the provisions of Section 5(e) or
5(f); provided, that if such Foreign Secured Party shall have
satisfied the requirements of Section 5(e) and 5(f) on
the date such Foreign Secured Party became a Foreign Secured Party or ceased to
act for its own account with respect to any payment under any of the Loan
Documents, nothing in Section 5(e) shall relieve such
Guarantor of its obligation to pay any amounts pursuant to Section 5(a) or
5(c) to the extent that, as a result of any change in any
applicable Law, treaty or governmental rule, regulation or order, or any change
in the interpretation, administration or application thereof, (x) such
Foreign Secured Party is no longer properly entitled to deliver forms,
certificates or other evidence at a subsequent date establishing the fact that
such Foreign Secured Party or other Person for the account of which such
Foreign Secured Party receives any sums payable under any of the Loan Documents
is not subject to withholding or is subject to withholding at a reduced rate,
or (y) the rate at which such Foreign Secured Party or other Person is
subject to tax is increased.


 


Section 6.        Representations
and Warranties.  Each
Guarantor hereby makes each representation and warranty made in the Loan
Documents by the Borrower with respect to such Guarantor and each Guarantor
hereby further represents and warrants as follows:


 


(a)       There are no conditions precedent to the
effectiveness of this Guaranty that have not been satisfied or waived.


 


(b)       Such Guarantor has, independently and
without reliance upon any Secured Party and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Guaranty and each other Loan Document to which it
is or is to be a party, and such Guarantor has established adequate means of
obtaining from each other Loan Party on a continuing basis information
pertaining to, and is now and on a continuing basis will be completely familiar
with, the business, condition (financial or otherwise), operations,
performance, properties and prospects of such other Loan Party.


 


Section 7.        Covenants.  Each Guarantor covenants and
agrees that, so long as any part of the Guaranteed Obligations shall remain
unpaid, any Letter of Credit shall be outstanding, any Lender shall have any
Commitment or any Secured Hedge Agreement shall be in effect, such Guarantor
will, to the extent expressly set forth in the Loan Documents, perform and
observe, and cause each of its Subsidiaries to perform and observe, all of the
terms, covenants and agreements set forth in the Loan Documents on its or their
part to be performed or observed or that the Borrower has agreed to cause such
Guarantor or such Subsidiaries, as the case may be, to perform or observe.


 


Section 8.        Amendments,
Guaranty Supplements, Etc.  (a)  No amendment or waiver of any provision of this
Guaranty and no consent to any departure by any Guarantor therefrom shall in
any event be effective unless the same shall be in writing and signed by the
Administrative Agent and the Required Lenders (except as otherwise provided in
the Credit


 

















 


Agreement), and
then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however,
that no amendment, waiver or consent shall, unless in writing and signed by all
of the Secured Parties (other than any Lender that is, at such time, a
Defaulting Lender), (i) reduce or limit the obligations of any Guarantor
hereunder, release any Guarantor hereunder or otherwise limit any Guarantor’s
liability with respect to the Obligations owing to the Secured Parties under or
in respect of the Loan Documents except as provided in the next succeeding
sentence, (ii) postpone any date fixed for payment hereunder or (iii) change
the number of Secured Parties or the percentage of (x) the Commitments, (y) the
aggregate unpaid principal amount of the Loans or (z) the aggregate
Available Amount of outstanding Letters of Credit that, in each case, shall be
required for the Secured Parties or any of them to take any action hereunder.
Upon any Guarantor ceasing to be a Subsidiary as a result of a transaction not
prohibited under the Credit Agreement, such Guarantor shall be released from
this Guaranty in accordance with Section 9.11(b) of the Credit
Agreement.


 


(b)       Upon the execution and delivery by any
Person of a guaranty supplement in substantially the form of Exhibit A
hereto (each, a “Guaranty
Supplement”), (i) such Person shall be referred to as an “Additional Guarantor”
and shall become and be a Guarantor hereunder, and each reference in this
Guaranty to a “Guarantor”
shall also mean and be a reference to such Additional Guarantor, and each
reference in any other Loan Document to a “Guarantor” or a “Subsidiary Guarantor”
shall also mean and be a reference to such Additional Guarantor, and (ii) each
reference herein to “this
Guaranty”, “hereunder”,
“hereof”
or words of like import referring to this Guaranty, and each reference in any
other Loan Document to the “Guaranty”, the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of
like import referring to this Guaranty, shall mean and be a reference to this
Guaranty as supplemented by such Guaranty Supplement.


 


Section 9.        Notices,
Etc.  All
notices and other communications provided for hereunder shall be in writing
(including by facsimile transmission) and shall be mailed certified or
registered mail, faxed or delivered to it, if to any Guarantor, addressed to it
in care of the Borrower at the Borrower’s address specified in Section 10.02(a) of
the Credit Agreement, if to any Agent or any Lender, at its address specified
in Section 10.02(a) of the Credit Agreement, if to any Hedge
Bank, at its address specified in the Secured Hedge Agreement to which it is a
party, or, as to any party, at such other address as shall be designated by
such party in a written notice to each other party. Notices sent by hand or
overnight courier service, or mailed by certified or registered mail, shall be
deemed to have been given when received; notices sent by facsimile shall be
deemed to have been given when sent (except that, if not given during normal
business hours for the recipient, shall be deemed to have been given at the
opening of business on the next business day for the recipient). Notices and
other communication may also be delivered or furnished as provided in Section 10.02(b) of
the Credit Agreement and any such notices delivered through electronic
communications to the extent provided in Section 10.02(b) of
the Credit Agreement shall be effective as provided in such Section 10.02(b) of
the Credit Agreement. Delivery by telecopier of an executed counterpart of a
signature page to any amendment or waiver of any provision of this
Guaranty or of any Guaranty Supplement to be executed and delivered hereunder
shall be as effective as delivery of an original executed counterpart thereof.


 

















 


Section 10.      No
Waiver; Remedies.  No
failure on the part of any Secured Party to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by
law.


 


Section 11.      Right
of Set-off.  Upon
(a) the occurrence and during the continuance of any Event of Default and (b) the
making of the request or the granting of the consent specified by Section 8.02
of the Credit Agreement to authorize the Administrative Agent to declare the
Loans and other Obligations due and payable pursuant to the provisions of said Section 8.02,
each Agent and each Lender and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted
by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Agent, such Lender or such Affiliate to or for the credit or
the account of any Guarantor against any and all of the Obligations of such
Guarantor now or hereafter existing under the Loan Documents, irrespective of
whether such Agent or such Lender shall have made any demand under this
Guaranty or any other Loan Document and although such Obligations may be
unmatured. Each Agent and each Lender agrees promptly to notify such Guarantor
after any such set-off and application; provided, however, that
the failure to give such notice shall not affect the validity of such set-off
and application. The rights of each Agent and each Lender and their respective
Affiliates under this Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off) that such Agent, such
Lender and their respective Affiliates may have.


 


Section 12.      Indemnification.  (a)  Without limitation
on any other Obligations of any Guarantor or remedies of the Secured Parties
under this Guaranty, each Guarantor shall, to the fullest extent permitted by
law, indemnify, defend and save and hold harmless each Secured Party and each
of their Affiliates and their respective officers, directors, employees, agents
and advisors (each, an “Indemnified
Party”) from and against, and shall pay on demand, any and all
claims, damages, losses, liabilities and expenses (including, without
limitation, fees and expenses of counsel) that may be incurred by or asserted
or awarded against any Indemnified Party in connection with or as a result of
any failure of any Guaranteed Obligations to be the legal, valid and binding
obligations of any Loan Party enforceable against such Loan Party in accordance
with their terms; provided that such indemnity shall not, as to any
Indemnified Party, be available to the extent that such claims, damages,
losses, liabilities and expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the
gross negligence or willful misconduct of such Indemnified Party.


 


(b)       Each Guarantor hereby also agrees that
none of the Indemnified Parties shall have any liability (whether direct or
indirect, in contract, tort or otherwise) to any of the Guarantors or any of
their respective Affiliates or any of their respective officers, directors,
employees, agents and advisors for, and each Guarantor hereby agrees not to
assert any claim against any Indemnified Party on any theory of, liability, for
special, indirect, consequential or punitive damages arising out of or
otherwise relating to the Facilities, the actual or proposed use of the
proceeds of the Loans or the Letters of Credit, the Loan Documents or any of
the transactions contemplated by the Loan Documents.


 

















 


(c)       Without prejudice to the survival of any
of the other agreements of any Guarantor under this Guaranty or any of the
other Loan Documents, the agreements and obligations of each Guarantor
contained in Section 1(a) (with respect to enforcement
expenses), the last sentence of Section 2, Section 5
and this Section 12 shall survive the payment in full of the
Guaranteed Obligations and all of the other amounts payable under this
Guaranty.


 


Section 13.      Subordination.  Each Guarantor hereby
subordinates any and all debts, liabilities and other obligations owed to such
Guarantor by each other Loan Party (the “Subordinated Obligations”) to the Guaranteed
Obligations to the extent and in the manner hereinafter set forth in this Section 13:


 


(a)       Prohibited Payments, Etc. Except during the continuance of a
Specified Default, each Guarantor may receive payments from any other Loan
Party on account of the Subordinated Obligations. After the occurrence and
during the continuance of a Specified Default, however, unless the
Administrative Agent otherwise agrees, no Guarantor shall demand, accept or
take any action to collect any payment on account of the Subordinated
Obligations.


 


(b)       Prior Payment of Guaranteed Obligations. In any proceeding under any Bankruptcy
Law relating to any other Loan Party, each Guarantor agrees that the Secured
Parties shall be entitled to receive payment in full in cash of all Guaranteed
Obligations (including all interest and expenses accruing after the
commencement of a proceeding under any Bankruptcy Law, whether or not
constituting an allowed claim in such proceeding (“Post
Petition Interest”)) before such Guarantor receives payment of any Subordinated
Obligations.


 


(c)       Turn-Over. After the occurrence and during the continuance of
any Specified Default, each Guarantor shall, if the Administrative Agent
requests pursuant to clause (ii) of subsection (d) below,
collect, enforce and receive payments on account of the Subordinated Obligations
as trustee for the Secured Parties and deliver such payments to the
Administrative Agent on account of the Guaranteed Obligations (including all
Post Petition Interest), together with any necessary endorsements or other
instruments of transfer, but without reducing or affecting in any manner the
liability of such Guarantor under the other provisions of this Guaranty.


 


(d)       Administrative Agent Authorization. After the occurrence and during the
continuance of a Specified Default, the Administrative Agent is authorized and
empowered (but without any obligation to so do), in its discretion, (i) in
the name of each Guarantor, to collect and enforce, and to submit claims in
respect of, Subordinated Obligations and to apply any amounts received thereon
to the Guaranteed Obligations (including any and all Post Petition Interest),
and (ii) to require each Guarantor (A) to collect and enforce, and to
submit claims in respect of, Subordinated Obligations and (B) to pay any
amounts received on such Subordinated Obligations to the Administrative Agent
for application to the Guaranteed Obligations (including any and all Post
Petition Interest).


 

















 


Section 14.      Continuing
Guaranty; Assignments under the Credit Agreement.  This Guaranty is a continuing guaranty
and shall (a) remain in full force and effect until the latest of (i) the
payment in full in cash of the Guaranteed Obligations and all other amounts
payable under this Guaranty, (ii) the Maturity Date and (iii) the
latest date of expiration, termination or Cash Collateralization or provision
of Credit Support therefor of all Letters of Credit and the expiration or
termination of all Secured Hedge Agreements, (b) be binding upon each
Guarantor, its successors and assigns and (c) inure to the benefit of and
be enforceable by the Secured Parties and their successors, transferees and
assigns. Without limiting the generality of clause (c) of the
immediately preceding sentence, any Secured Party may assign or otherwise
transfer all or any portion of its rights and obligations under the Credit
Agreement (including, without limitation, all or any portion of its
Commitments, the Loans owing to it and the Note or Notes held by it) to any
other Person, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to such Secured Party herein or otherwise,
in each case as and to the extent provided in Section 10.07 of the
Credit Agreement. Subject to Section 7.04 of the Credit Agreement, no
Guarantor shall have the right to assign its rights hereunder or any interest
herein without the prior written consent of the Secured Parties.


 


Section 15.      Execution
in Counterparts.  This
Guaranty and each amendment, waiver and consent with respect hereto may be
executed in any number of counterparts and by different parties thereto 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. Delivery of an executed counterpart of a signature page to this
Guaranty by telecopier shall be effective as delivery of an original executed
counterpart of this Guaranty.


 


Section 16.      Governing
Law; Jurisdiction; Waiver of Jury Trial, Etc.  (a)  This Guaranty shall be governed
by, and construed in accordance with, the laws of the State of New York.


 


(b)       Each Guarantor hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of any New York State court or federal court of the United
States of America sitting in New York City, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this
Guaranty or any of the other Loan Documents to which it is or is to be a party,
or for recognition or enforcement of any judgment, and each Guarantor hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in any such New York State
court or, to the extent permitted by law, in such federal court. Each Guarantor
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Guaranty or any other
Loan Document shall affect any right that any party may otherwise have to bring
any action or proceeding relating to this Guaranty or any other Loan Document
in the courts of any jurisdiction.


 


(c)       Each Guarantor irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection that it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Guaranty or
any of the other Loan Documents to which it is or is to be a party in any
New York State or federal court.


 

















 


Each Guarantor
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such suit, action or proceeding
in any such court.


 


(d)       EACH GUARANTOR HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER
BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE
LOAN DOCUMENTS, THE LOANS OR THE ACTIONS OF ANY SECURED PARTY IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.


 

















 


IN WITNESS WHEREOF, each Guarantor has caused this
Guaranty to be duly executed and delivered by its officer thereunto duly
authorized as of the date first above written.


 


 


	
  Address for Notices:

  	
   

  	
  AMMUNITION ACCESSORIES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for Notices:

  	
   

  	
  ATK COMMERCIAL AMMUNITION

  
	
   

  	
   

  	
  COMPANY INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for Notices:

  	
   

  	
  ATK COMMERCIAL AMMUNITION

  
	
   

  	
   

  	
  HOLDINGS COMPANY INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
  Address for Notices:

  	
   

  	
  ATK LAUNCH SYSTEMS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for Notices:

  	
   

  	
  ATK SPACE SYSTEMS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for Notices:

  	
   

  	
  FEDERAL CARTRIDGE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
  Address for Notices:

  	
   

  	
  MICRO CRAFT INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 
















 


Exhibit A

To The

Guaranty


 


FORM OF
GUARANTY SUPPLEMENT


 


Bank of America, N.A., as
Administrative Agent

[Address of Administrative Agent]


 


Attention:


 


Amended and Restated
Credit Agreement dated as of March 29, 2007 among


Alliant Techsystems Inc.,
a Delaware corporation (the “Borrower”), the Lenders


party to the Credit
Agreement, Bank of America, N.A., as Administrative Agent, the other Agents and
the Arrangers


 


Ladies and Gentlemen:


 


Reference is made to the above-captioned Credit
Agreement and to the Guaranty referred to therein (such Guaranty, as in effect
on the date hereof and as it may hereafter be amended, amended and restated,
supplemented or otherwise modified from time to time, together with this
Guaranty Supplement, being the “Guaranty”). The capitalized terms defined in the
Guaranty or, if not defined in the Guaranty, in the Credit Agreement and not
otherwise defined herein are used herein as therein defined.


 


Section 1.        Guaranty;
Limitation of Liability.  (a)  The undersigned hereby absolutely, unconditionally
and irrevocably guarantees the punctual payment when due, whether at scheduled
maturity or on any date of a required prepayment or by acceleration, demand or
otherwise, of all Obligations of each other Loan Party now or hereafter
existing under or in respect of the Loan Documents (including, without
limitation, any extensions, modifications, substitutions, amendments or
renewals of any or all of the foregoing Obligations), whether direct or
indirect, absolute or contingent, and whether for principal, interest, premium,
fees, indemnities, contract causes of action, costs, expenses or otherwise
(such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all
expenses (including, without limitation, fees and expenses of counsel) incurred
by the Administrative Agent or any other Secured Party in enforcing any rights
under this Guaranty Supplement, the Guaranty or any other Loan Document.
Without limiting the generality of the foregoing, the undersigned’s liability
shall extend to all amounts that constitute part of the Guaranteed Obligations
and would be owed by any other Loan Party to any Secured Party under or in
respect of the Loan Documents but for the fact that they are unenforceable or
not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such other Loan Party.


 


(b)       The undersigned, and by its acceptance of
this Guaranty Supplement, the Administrative Agent and each other Secured
Party, hereby confirms that it is the intention of all such Persons that this
Guaranty Supplement, the Guaranty and the Obligations of the


 

















 


undersigned hereunder and thereunder not constitute a
fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
foreign, federal or state law to the extent applicable to this Guaranty
Supplement, the Guaranty and the Obligations of the undersigned hereunder and
thereunder. To effectuate the foregoing intention, the Administrative Agent,
the other Secured Parties and the undersigned hereby irrevocably agree that the
Obligations of the undersigned under this Guaranty Supplement and the Guaranty
at any time shall be limited to the maximum amount as will result in the Obligations
of the undersigned under this Guaranty Supplement and the Guaranty not
constituting a fraudulent transfer or conveyance.


 


(c)       The undersigned hereby unconditionally
and irrevocably agrees that if any payment shall be required to be made to any
Secured Party under this Guaranty Supplement, the Guaranty or any other
guaranty by such Guarantor, the undersigned will contribute, to the maximum
extent permitted by applicable law, such amounts to each other Guarantor and
each other guarantor so as to maximize the aggregate amount paid to the Secured
Parties under or in respect of the Loan Documents.


 


(d)       To the extent that any Guarantor shall
make a payment under this Guaranty of all or any of the Guaranteed Obligations
(a “Guarantor Payment”)
which, taking into account all other Guarantor Payments then previously or
concurrently made by the other Guarantors, exceeds the amount which such
Guarantor would otherwise have paid if each Guarantor had paid the aggregate
Guaranteed Obligations satisfied by such Guarantor Payment in the same
proportion that such Guarantor’s “Allocable Amount” (as defined below) (in
effect immediately prior to such Guarantor Payment) bore to the aggregate
Allocable Amounts of all Guarantors in effect immediately prior to the making
of such Guarantor Payment, then, subject to Section 4 hereof
such Guarantor shall be entitled to receive contribution and indemnification
payments from, and be reimbursed by, each of the other Guarantors for the
amount of such excess, pro  rata in accordance with their
respective Allocable Amounts in effect immediately prior to such Guarantor
Payment. As of any date of determination, the “Allocable Amount” of any Guarantor shall
be equal to the maximum amount of the claim which could then be recovered from
such Guarantor under this Guaranty after giving effect to Section 1(b) hereof.
This Section 1(d) is intended only to define the relative
rights of Guarantors and nothing set forth in this Section 1(d) is
intended to or shall impair the obligations of Guarantors, jointly and
severally, to pay any amounts as and when the same shall become due and payable
in accordance with the terms of this Guaranty.


 


Section 2.        Obligations
Under the Guaranty.  The
undersigned hereby agrees, as of the date first above written, to be bound as a
Guarantor by all of the terms and conditions of the Guaranty to the same extent
as each of the other Guarantors thereunder. The undersigned further agrees, as
of the date first above written, that each reference in the Guaranty to an “Additional Guarantor”
or a “Guarantor”
shall also mean and be a reference to the undersigned, and each reference in
any other Loan Document to a “Guarantor” or a “Loan Party” shall also mean and be a
reference to the undersigned.


 


Section 3.        Representations
and Warranties.  The
undersigned hereby makes each representation and warranty set forth in Section 6
of the Guaranty to the same extent as each other Guarantor.


 


2

















 


Section 4.        Delivery
by Telecopier.  Delivery
of an executed counterpart of a signature page to this Guaranty Supplement
by telecopier shall be effective as delivery of an original executed
counterpart of this Guaranty Supplement.


 


Section 5.        Governing
Law; Jurisdiction; Waiver of Jury Trial, Etc.  (a)  This Guaranty Supplement shall
be governed by, and construed in accordance with, the laws of the State of
New York.


 


(b)       The undersigned hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of any New York State court or any federal court of the
United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to
this Guaranty Supplement, the Guaranty or any of the other Loan Documents to
which it is or is to be a party, or for recognition or enforcement of any
judgment, and the undersigned hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law,
in such federal court. The undersigned agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Guaranty Supplement or the Guaranty or any other Loan Document
shall affect any right that any party may otherwise have to bring any action or
proceeding relating to this Guaranty Supplement, the Guaranty or any of the
other Loan Documents to which it is or is to be a party in the courts of any
other jurisdiction.


 


(c)       The undersigned irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection that it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Guaranty
Supplement, the Guaranty or any of the other Loan Documents to which it is or
is to be a party in any New York State or federal court. The undersigned
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such suit, action or proceeding
in any such court.


 


(d)       THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER
BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE
LOAN DOCUMENTS, THE LOANS OR THE ACTIONS OF ANY SECURED PARTY IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME OF ADDITIONAL GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Title:

  



 


3

















 


EXHIBIT G


 


EXECUTION
COPY


 


AMENDED
AND RESTATED SECURITY AGREEMENT


 


Dated
March 29, 2007


 


From


 


The Grantors
referred to herein


 


as Grantors


 


to


 


BANK OF AMERICA,
N.A.


 


as Administrative
Agent


 


Alliant
Techsystems Inc Amended and Restated Security Agreement


 
















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.

  	
   

  	
  Grant of
  Security

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.

  	
   

  	
  Security for
  Obligations

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.

  	
   

  	
  Grantors
  Remain Liable

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.

  	
   

  	
  Government
  Contract Claims

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.

  	
   

  	
  Delivery and
  Control of Security Collateral

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.

  	
   

  	
  Maintaining
  the Account Collateral

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.
  

  	
   

  	
  Investing of
  Amounts in the Collateral Account and the L/C Collateral Account

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.

  	
   

  	
  Release of
  Amounts

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.

  	
   

  	
  Maintaining
  Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights
  and Giving Notice of Commercial Tort Claims

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.

  	
   

  	
  Representations
  and Warranties

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.

  	
   

  	
  Further
  Assurances

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 12.

  	
   

  	
  As to
  Equipment and Inventory

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 13.

  	
   

  	
  Insurance

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 14.
  

  	
   

  	
  Post-Closing
  Changes; Bailees; Collections on Assigned Agreements, Receivables and Related
  Contracts

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 15.

  	
   

  	
  As to
  Intellectual Property Collateral

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 16.

  	
   

  	
  Voting
  Rights; Dividends; Etc.

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 17.

  	
   

  	
  As to the
  Assigned Agreements

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 18.

  	
   

  	
  Payments
  Under the Assigned Agreements

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 19.

  	
   

  	
  As to
  Letter-of-Credit Rights

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 20.

  	
   

  	
  Additional
  Shares

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 21.

  	
   

  	
  Administrative
  Agent Appointed Attorney-in-Fact

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 22.

  	
   

  	
  Administrative
  Agent May Perform

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 23.

  	
   

  	
  The
  Administrative Agent’s Duties

  	
   

  	
  30

  



 


i

















 


	
  Section 24.

  	
   

  	
  Remedies

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 25.

  	
   

  	
  Indemnity
  and Expenses

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 26.

  	
   

  	
  Amendments;
  Waivers; Additional Grantors; Etc.

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 27.

  	
   

  	
  Notices and
  Other Communications; Facsimile Copies

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 28.

  	
   

  	
  Continuing
  Security Interest; Assignments Under the Credit Agreement

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 29.

  	
   

  	
  Release;
  Termination

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 30.

  	
   

  	
  Execution in
  Counterparts

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 31.

  	
   

  	
  The
  Mortgages

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 32.

  	
   

  	
  Governing
  Law

  	
   

  	
  36

  



 


	
  Schedules

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedules I

  	
   

  	
  -

  	
  Chief
  Executive Office, Type of Organization, Jurisdiction of Organization and
  Organizational Identification Number

  	
   

  
	
  Schedule II

  	
   

  	
  -

  	
  Pledged
  Equity and Pledged Debt

  	
   

  
	
  Schedule III

  	
   

  	
  -

  	
  Changes in
  Name, Location, Etc.

  	
   

  
	
  Schedule IV

  	
   

  	
  -

  	
  Patents,
  Trademarks and Trade Names, Copyrights and IP Agreements

  	
   

  
	
  Schedule V

  	
   

  	
  -

  	
  Securities
  Accounts; Deposit Accounts; Commodities Accounts

  	
   

  
	
  Schedule VI

  	
   

  	
  -

  	
  New
  Locations of Equipment and Inventory

  	
   

  
	
  Schedule VII

  	
   

  	
  -

  	
  Excluded
  Patents

  	
   

  
	
  Schedule
  VIII

  	
   

  	
  -

  	
  Affected IP
  Collateral

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibits

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  -

  	
  Form of
  Security Agreement Supplement

  	
   

  
	
  Exhibit B

  	
   

  	
  -

  	
  Form of
  Securities Account Control Agreement

  	
   

  
	
  Exhibit C

  	
   

  	
  -

  	
  Form of
  Commodity Account Control Agreement

  	
   

  
	
  Exhibit D

  	
   

  	
  -

  	
  Form of
  Deposit Account Control Agreement

  	
   

  
	
  Exhibit E

  	
   

  	
  -

  	
  Form of
  Intellectual Property Security Agreement

  	
   

  
	
  Exhibit F

  	
   

  	
  -

  	
  Form of
  Intellectual Property Security Agreement Supplement

  	
   

  
	
  Exhibit G

  	
   

  	
  -

  	
  Form of
  Consent to Assignment of Letter of Credit Rights

  	
   

  
	
  Exhibit H-1

  	
   

  	
  -

  	
  Form of
  Assignment for Government Contract Claims

  	
   

  
	
  Exhibit H-2

  	
   

  	
  -

  	
  Form of
  Notice of Assignment of Government Contract Claims

  	
   

  
	
  Exhibit H-3

  	
   

  	
  -

  	
  Form of
  Acknowledgment of Government Contract Claims

  	
   

  



 


ii

















 


EXECUTION COPY


 


AMENDED AND RESTATED SECURITY AGREEMENT


 


AMENDED AND RESTATED SECURITY AGREEMENT dated March 29, 2007 made
by Alliant Techsystems Inc., a Delaware corporation (the “Borrower”), the other
Persons listed on the signature pages hereof and the Additional Grantors
(as defined in Section 26) (the Borrower, the Persons so listed and
the Additional Grantors being, collectively, the “Grantors”) to Bank of America, N.A., as
administrative agent (in such capacity, together with any successor
administrative agent appointed pursuant to Article IX of the Credit
Agreement (as hereinafter defined), the “Administrative Agent”) for the Secured
Parties (as defined in the Credit Agreement).


 


PRELIMINARY STATEMENTS.


 


(1)                                  The
Borrower entered into a Credit Agreement dated as of March 31, 2004 (as
amended prior to the date hereof, the “Existing Credit Agreement”) with the Lenders,
the Agents and the Arrangers (each as defined therein).


 


(2)                                  The
Borrower has requested, and the Lenders have agreed, to amend and restate the
Existing Credit Agreement, have agreed that the existing loans and other
obligations outstanding under the Existing Credit Agreement shall be governed
by and deemed to be outstanding under the amended and restated terms and
conditions contained in the Amended and Restated Credit Agreement (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”),
dated as of March 29, 2007 with the Borrower, the Agents and the Arrangers
(each as defined therein).


 


(3)                                  Pursuant
to the Credit Agreement, the Grantors are amending and restating this Agreement
in order to grant to the Administrative Agent for the ratable benefit of the
Secured Parties a security interest in the Collateral (as hereinafter defined).


 


(4)                                  Each
Grantor is the owner of the shares of stock or other Equity Interests (the “Initial Pledged Equity”)
set forth opposite such Grantor’s name on and as otherwise described in Part I
of Schedule II hereto and issued by the Persons named therein and of the
indebtedness (the “Initial
Pledged Debt”) set forth opposite such Grantor’s name on and as
otherwise described in Part II of Schedule II hereto and
issued by the obligors named therein.


 


(5)                                  The
Grantors have, and may have from time to time, security entitlements (the “Pledged Security Entitlements”)
with respect to all the financial assets (the “Pledged Financial Assets”) credited from
time to time to securities accounts, including, as of the date hereof, to the
accounts listed in Part A of Schedule V hereto
(collectively, the “Securities
Accounts”).


 


(6)                                  The
Grantors have opened, and may open from time to time, deposit accounts with
banks, including, as of the date hereof, the accounts listed in Part B
of Schedule V hereto (collectively, the “Deposit Accounts”).


 


(7)                                  The
Grantors have, and may have from time to time, commodity contracts (the “Pledged Commodity Contracts”)
carried from time to time in commodities accounts,


 


1

















 


including, as
of the date hereof, to the accounts listed in Part C of Schedule
V hereto (collectively, the “Commodities Accounts”).


 


(8)                                  The
Borrower has opened a collateral deposit account, Account No. 12332-07636
(together with any substitute or additional collateral deposit accounts opened
in the name of the Administrative Agent, collectively, the “Collateral Account”),
with Bank of America, N.A. at its office at 1850 Gateway Boulevard, Concord,
California 94520, in the name of the Administrative Agent and under the sole
control and dominion of the Administrative Agent and subject to the terms of
this Agreement.


 


(9)                                  It
is a condition precedent to the making of Loans by the Lenders and the issuance
of Letters of Credit by the L/C Issuers under the Credit Agreement and the
entry into Secured Hedge Agreements by the Hedge Banks from time to time that
the Grantors shall have granted the assignment and security interest and made
the pledge and assignment contemplated by this Agreement.


 


(10)                            Each
Grantor will derive substantial direct and indirect benefit from the transactions
contemplated by the Loan Documents.


 


(11)                            Terms
defined in the Credit Agreement and not otherwise defined in this Agreement are
used in this Agreement as defined in the Credit Agreement.  Further, unless otherwise defined in this
Agreement or in the Credit Agreement, terms defined in Article 8 or 9 of
the UCC (as defined below) and/or in the Federal Book Entry Regulations (as
defined below) are used in this Agreement as such terms are defined in such Article 8
or 9 and/or the Federal Book Entry Regulations. “UCC” means the Uniform Commercial Code
as in effect, from time to time, in the State of New York; provided
that, if perfection or the effect of perfection or non-perfection or the
priority of any security interest in any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New
York, “UCC”
means the Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions hereof relating to such perfection,
effect of perfection or non-perfection or priority. The term “Federal Book Entry Regulations”
means (a) the federal regulations contained in Subpart B (“Treasury/Reserve Automated Debt Entry System (TRADES)”)
governing book-entry securities consisting of U.S. Treasury bonds, notes and
bills and Subpart D (“Additional Provisions”)
of 31 C.F.R. Part 357, 31 C.F.R. § 357.2, § 357.10 through § 357.15 and §
357.40 through § 357.45 and (b) to the extent substantially identical to
the federal regulations referred to in clause (a) above (as in
effect from time to time), the federal regulations governing other book-entry
securities.


 


NOW, THEREFORE, in consideration of the premises and in order to induce
the Lenders to make Loans and the L/C Issuers to issue Letters of Credit under
the Credit Agreement and to induce the Hedge Banks to enter into Secured Hedge
Agreements from time to time, each Grantor hereby agrees with the
Administrative Agent for the ratable benefit of the Secured Parties as follows:


 


Section 1.                                            Grant of
Security.  Each Grantor hereby grants
to the Administrative Agent, for the ratable benefit of the Secured Parties, a
security interest in such Grantor’s right, title and interest in and to the
following, in each case, as to each type of property


 


2

















 


described
below, whether now owned or hereafter acquired by such Grantor, wherever
located, and whether now or hereafter existing or arising (collectively, the “Collateral”):


 


(a) all equipment in all of its forms,
including, without limitation, all machinery, tools, motor vehicles, vessels,
aircraft, furniture and fixtures, and all parts thereof and all accessions
thereto and all software related thereto, including, without limitation,
software that is embedded in and is part of the equipment (any and all such
property being the “Equipment”);


 


(b) all inventory in all of its forms,
including, without limitation, (i) all raw materials, work in process,
finished goods and materials used or consumed in the manufacture, production,
preparation or shipping thereof, (ii) goods in which such Grantor has an
interest in mass or a joint or other interest or right of any kind (including,
without limitation, goods in which such Grantor has an interest or right as
consignee) and (iii) goods that are returned to or repossessed or stopped
in transit by such Grantor, and all accessions thereto and products thereof and
documents therefor, and all software related thereto, including, without
limitation, software that is embedded in and is part of the inventory (any and
all such property being the “Inventory”);


 


(c) all accounts (including, without
limitation, Government Contract Claims, and health care insurance receivables),
chattel paper (including, without limitation, tangible chattel paper and
electronic chattel paper), instruments (including, without limitation,
promissory notes), deposit accounts, letter-of-credit rights, general
intangibles (including, without limitation, payment intangibles and Government
Contract Claims and all assignable rights and interests related thereto) and
all other obligations of any kind, whether or not arising out of or in
connection with the sale or lease of goods or the rendering of services and
whether or not earned by performance, and all rights now or hereafter existing
in and to all supporting obligations and in and to all security agreements,
mortgages, Liens, leases, letters of credit and other contracts securing or
otherwise relating to the foregoing property (any and all of such accounts,
chattel paper, instruments, deposit accounts, letter-of-credit rights, general
intangibles and other obligations, to the extent not referred to in clause
(d), (e) or (f) below, being the “Receivables”, and any
and all such supporting obligations, security agreements, mortgages, Liens,
leases, letters of credit and other contracts being the “Related Contracts”);


 


(d) the following (the “Security Collateral”):


 


(i)                                     the Initial
Pledged Equity and the certificates, if any, representing the Initial Pledged
Equity, and all dividends, distributions, return of capital, cash, instruments
and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Initial Pledged
Equity and all subscription warrants, rights or options issued thereon or with
respect thereto;


 


(ii)                                  the Initial Pledged
Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all
interest, cash, instruments and other property from


 


3

















 


time to time received, receivable or otherwise distributed in respect
of or in exchange for any or all of the Initial Pledged Debt;


 


(iii)                               all additional shares of
stock and other Equity Interests of any Subject Subsidiary or Joint Venture
(except to the extent that the organizational or other governing documents
thereof prohibit such pledge) from time to time acquired by such Grantor in any
manner (such shares and other Equity Interests, together with the Initial
Pledged Equity, being the “Pledged
Equity”), and the certificates, if any, representing such
additional shares or other Equity Interests, and all dividends, distributions,
return of capital, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of such shares or other Equity Interests and all subscription
warrants, rights or options issued thereon or with respect thereto; provided
that such Grantor shall not be required to pledge hereunder, and the Pledged
Equity shall not include, more than 65% of the aggregate shares of stock or
other Equity Interests of a Foreign Subsidiary entitled to vote (within the
meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated
under the Internal Revenue Code) (the “Voting Foreign Stock”); provided  further
that all of the shares of stock or other Equity Interests of such Foreign
Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated
under the Internal Revenue Code) shall be pledged by such Grantor; provided
further that if, as a result of any change in the tax laws of the United
States of America after the date of this Agreement, the pledge by such Grantor
of any additional shares of Voting Foreign Stock in any such Foreign Subsidiary
under this Agreement would not result in an increase in the net tax liabilities
of such Grantors, then, promptly after the change in such laws, all such
additional shares of Voting Foreign Stock shall be so pledged under this
Agreement (for purposes of this Section 1(d)(iii));


 


(iv)                              all additional
indebtedness in excess of $1,000,000 from time to time owed to such Grantor by
the Borrower or any Subsidiary or Joint Venture of such Grantor (such
indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and
the instruments evidencing such indebtedness (including all intercompany
notes), and all interest, cash, instruments and other property from time to
time received, receivable or otherwise distributed in respect of or in exchange
for any or all of such indebtedness;


 


(v)                                 the Securities
Accounts, all Pledged Security Entitlements with respect to all Pledged
Financial Assets from time to time credited to any Securities Account, and all
Pledged Financial Assets, and all dividends, distributions, return of capital,
interest, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such Pledged Security Entitlements or such Pledged Financial Assets and all
subscription warrants, rights or options issued thereon or with respect
thereto;


 


4
















 


(vi)                              all Commodities Accounts,
all Pledged Commodity Contracts from time to time carried in the Commodities
Accounts, and all value, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of such Pledged Commodity Contracts; and


 


(vii)                           all other investment
property (excluding any Equity Interests not required to be, to the extent
constituting a security, granted pursuant to Section 1(d) but
otherwise including, without limitation, all (A) securities, whether
certificated or uncertificated, (B) security entitlements, (C) securities
accounts, (D) commodity contracts and (E) commodities accounts) in
which such Grantor has now, or acquires from time to time hereafter, any right,
title or interest in any manner, and the certificates or instruments, if any,
representing or evidencing such investment property, and all dividends,
distributions, return of capital, interest, distributions, value, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such
investment property and all subscription warrants, rights or options issued
thereon or with respect thereto;


 


(e) each agreement and contract
(excluding Government Contracts, but including any subcontracts in respect of
any Government Contracts of any other Person), the IP Agreements (as
hereinafter defined), and each Swap Contract to which such Grantor is now or
may hereafter become a party, in each case as such agreements may be amended,
amended and restated, supplemented or otherwise modified from time to time
(collectively, the “Assigned
Agreements”), including, without limitation, (i) all rights
of such Grantor to receive moneys due and to become due under or pursuant to
the Assigned Agreements, (ii) all rights of such Grantor to receive
proceeds of any insurance, indemnity, warranty or guaranty with respect to the
Assigned Agreements, (iii) claims of such Grantor for damages arising out
of or for breach of or default under the Assigned Agreements and (iv) the
right of such Grantor to terminate the Assigned Agreements, to perform
thereunder and to compel performance and otherwise exercise all remedies
thereunder (all such Collateral being the “Agreement Collateral”);


 


(f) the following (collectively, the “Account Collateral”):


 


(i)                                     the Collateral
Account, the L/C Collateral Account (as defined below), all Deposit Accounts
and all funds and financial assets from time to time credited thereto
(including, without limitation, all Cash Equivalents), all interest, dividends,
distributions, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such funds and financial assets, and all certificates and instruments, if
any, from time to time representing or evidencing the Collateral Account, the
L/C Collateral Account, and the Deposit Accounts;


 


(ii)                                  all promissory notes,
certificates of deposit, deposits, checks and other instruments from time to
time delivered to or otherwise possessed by the Administrative Agent for or on
behalf of such Grantor, including, without


 


5

















 


limitation, those delivered or possessed in substitution for or in
addition to any or all of the then existing Account Collateral; and


 


(iii)                               all interest, dividends,
distributions, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the then existing Account Collateral;


 


(g) the following (collectively, the “Intellectual Property Collateral”):


 


(i)                                     all patents,
patent applications, utility models and statutory invention registrations, all
inventions claimed or disclosed therein and all improvements thereto (“Patents”);


 


(ii)                                  all trademarks,
service marks, domain names, trade dress, logos, designs, slogans, trade names,
business names, corporate names and other source identifiers, whether
registered or unregistered (provided that no security interest shall be
granted in United States intent-to-use trademark applications to the extent
that, and solely during the period in which, the grant of a security interest
therein would impair the validity or enforceability of such intent-to-use
trademark applications under applicable federal law), together, in each case,
with the goodwill symbolized thereby (“Trademarks”);


 


(iii)                               all copyrights,
including, without limitation, copyrights in Computer Software (as hereinafter
defined), internet web sites and the content thereof, whether registered or
unregistered (“Copyrights”);


 


(iv)                              all computer software,
programs and databases (including, without limitation, source code, object code
and all related applications and data files), firmware and documentation and
materials relating thereto, together with any and all maintenance rights,
service rights, programming rights, hosting rights, test rights, improvement
rights, renewal rights and indemnification rights and any substitutions,
replacements, improvements, error corrections, updates and new versions of any
of the foregoing (“Computer
Software”);


 


(v)                                 all confidential
proprietary information, including, without limitation, know-how, trade
secrets, manufacturing and production processes and techniques, inventions,
research and development information, databases and data, including,  without limitation, technical data, financial,
marketing and business data, pricing and cost information, business and
marketing plans and customer and supplier lists and information (collectively, “Trade Secrets”), and
all other intellectual property of any type, including, without limitation,
industrial designs and mask works;


 


(vi)                              all registrations and
applications for registration for any of the foregoing Patents, Trademarks and
Copyrights with any Governmental Authority of the United States, including,
without limitation, those registrations and applications for registration set
forth on Schedule IV hereto (as such Schedule IV may be supplemented
from time to time by supplements to this Agreement, each


 


6

















 


such supplement being substantially in the form of Exhibit F
hereto (an “IP Security
Agreement Supplement”) executed by such Grantor to the
Administrative Agent from time to time), together with all reissues, divisions,
continuations, continuations-in-part, extensions, renewals and reexaminations
thereof;


 


(vii)                           all tangible embodiments of
the foregoing, all rights in the foregoing provided by international treaties
or conventions, all rights corresponding thereto throughout the world and all
other rights of any kind whatsoever of such Grantor accruing thereunder or
pertaining thereto;


 


(viii)                        all agreements, permits,
consents, orders and franchises relating to the license, development, use or
disclosure of any of the foregoing to which such Grantor, now or hereafter, is
a party or a beneficiary, including, without limitation, the agreements set
forth on Schedule IV hereto (“IP Agreements”); and


 


(ix)                                 any and all claims for
damages and injunctive relief for past, present and future infringement,
dilution, misappropriation, violation, misuse or breach with respect to any of
the foregoing, with the right, but not the obligation, to sue for and collect,
or otherwise recover, such damages;


 


(h) as may be specifically identified
from time to time pursuant to a supplement to Section 9(c) (collectively,
the “Commercial Tort
Claims Collateral”);


 


(i) all books and records (including,
without limitation, customer lists, credit files, printouts and other computer
output materials and records) of such Grantor pertaining to any of the
Collateral; and


 


(j) all proceeds of, collateral for,
income, royalties and other payments now or hereafter due and payable with
respect to, and supporting obligations relating to, any and all of the
Collateral (including, without limitation, proceeds, collateral and supporting
obligations that constitute property of the types described in clauses (a) through
(i) of this Section 1 and this clause (j)) and,
to the extent not otherwise included, all (A) payments under insurance
(whether or not the Administrative Agent is the loss payee thereof), or any
indemnity, warranty or guaranty, payable by reason of loss or damage to or
otherwise with respect to any of the foregoing Collateral, (B) tort
claims, including, without limitation, all commercial tort claims and (C) cash.


 


Notwithstanding the foregoing provisions of this Section 1, the
grant of a security interest as provided herein shall not extend to, and the
term “Collateral” shall not include, as to any Grantor: (1) any accounts,
contracts, licenses or other general intangibles of such Grantor, or any
permits, instruments, or chattel paper of such Grantor, if and to the extent
such account, contract, license, general intangible, permit, instrument or
chattel paper contains restrictions on assignments and the creation of Liens,
or under which such an assignment or Lien would cause a default to occur under
such account, contract, license, general intangible, permit, instrument of
chattel paper (other than to the extent that any such term would be rendered
ineffective pursuant


 


7

















 


to [Sections
9-407 or 9-408] of Article 9 of the Uniform Commercial Code of any
relevant jurisdiction or any other applicable law, including Bankruptcy Law);
provided that immediately upon the ineffectiveness, lapse or termination of any
such provision, the Collateral shall include, and such Grantor shall be deemed
to have granted a security interest in, all such rights, title and interests as
if such provision had never been in effect; (2) the lease of real property
by such Grantor as lessee or sublessee not required to be subject to a Mortgage
under (and as such term is defined in) the Credit Agreement; (3) any
property that would otherwise be included in the Collateral if and to the
extent such property consists of deposits permitted by clause (e) or (f) of
Section 7.01 of the Credit Agreement; (4) any United States
intent-to-use trademark or service mark application to the extent that, and
solely during the period in which, the grant of a security interest therein
would impair the validity or enforceability of such intent-to-use trademark or
service mark application under Federal Law; and (5) any asset subject to a
Lien permitted by Sections 7.01(b), (i), (j) or (n) of the Credit
Agreement, if and for so long as the contractual obligation governing such Lien
prohibits the Lien of this Agreement applying to such assets.


 


Section 2.                                            Security
for Obligations. This Agreement secures, in the case of each Grantor, the
payment of all Obligations of such Grantor now or hereafter existing under the
Loan Documents, whether direct or indirect, absolute or contingent, and whether
for principal, reimbursement obligations, interest, fees, premiums, penalties,
indemnifications, contract causes of action, costs, expenses or otherwise (all
such Obligations being the “Secured Obligations”).


 


Section 3.                                            Grantors
Remain Liable.  Anything herein to
the contrary notwithstanding, (a) each Grantor shall remain liable under
the contracts and agreements included in such Grantor’s Collateral to the
extent set forth therein to perform all of its duties and obligations
thereunder to the same extent as if this Agreement had not been executed, (b) the
exercise by the Administrative Agent of any of the rights hereunder shall not
release any Grantor from any of its duties or obligations under the contracts
and agreements included in the Collateral and (c) no Secured Party shall
have any obligation or liability under the contracts and agreements included in
the Collateral by reason of this Agreement or any other Loan Document, nor
shall any Secured Party be obligated to perform any of the obligations or
duties of any Grantor thereunder or to take any action to collect or enforce
any claim for payment assigned hereunder.


 


Section 4.                                            Government
Contract Claims. (a) For purposes of this Agreement and the other Loan
Documents, the following terms shall have the meanings set forth below:


 


“Assignment of Government Contract Claims”
means an Assignment of Government Claims, in substantially the form of Exhibit H-1
attached hereto (with such changes or modification thereto as may be required
with any changes or modifications to the Assignment of Claims Act or the
Assignment of Claims Regulations).


 


“CCR Database” means the Central Contractor
Registration database or the CCR database as used in 48 C.F.R. § 32.805(d)(4) and
48 C.F.R. § 4.1102.


 


“Notice of Assignment of Government Contract Claims”
means a Notice of Assignment of Government Claims, in substantially the form of
Exhibit H-2 attached hereto (with such changes or modification
thereto as may be required with any changes or


 


8

















 


modifications to the Assignment of Claims Act or the Assignment of
Claims Regulations).


 


(b) (i) Other than as required under any of the Loan
Documents, no assignments of any Government Contract Claims have been executed
and delivered in favor of any Person, which were not forwarded to or filed with
any Person (including any Governmental Authority), unless all such assignments
and any notices in respect thereof existing prior to the Restatement Closing
Date have been destroyed, (ii) all assignments of any Government Contract
Claims and notices of such assignments forwarded to or filed with any Person
(including any Governmental Authority) pursuant to 48 CFR Sections 32.802(e) and
32.805(b) on or prior to the Restatement Closing Date shall have been
fully released in accordance with 48 CFR Section 32.805(e), and (iii) there
are no other assignments of or Liens on Government Contract Claims other than
as in favor of a Governmental Party in respect of set-off rights as provided in
the Federal Acquisition Regulation.


 


(c) With respect to (x) any Assignable Government Contract
Claims in excess of $40,000,000 under any individual Government Contract of any
Grantor, within forty-five (45) days after entering into such Government
Contract, and (y) any Assignable Government Contract Claims of any or all
Grantors that do not then constitute Assigned Government Contract Claims, if a
Specified Default shall have occurred and be continuing, within thirty (30)
days after the request of the Administrative Agent or the Required Lenders,
each applicable Grantor shall take the following actions with respect to the
applicable Government Contracts and Assignable Government Contract Claims on or
prior to the dates indicated above:


 


(i)                                     execute
and deliver to the Administrative Agent two (2) original Assignments of
Government Contract Claims and Notices of Assignment of Government Contract
Claims, which shall:


 


(A)      include
a full description of the applicable Government Contract, including, (1) the
contract number, (2) the date thereof, (3) the Grantor’s name and
address as listed on the contract, (4) the name of the Governmental Party,
the name of its office and its address, and (5) subject to any applicable
laws, rules and regulations or orders relating to national security
restricting such description, a description of the nature of the contract, and


 


(B)      with
respect to each Assignment of Government Contract Claims, (1) be duly
executed by an authorized officer of such Grantor (other than the secretary or
assistant secretary of such Grantor), (2) be duly attested by the
secretary or assistant secretary of such Grantor, and (3) to the extent
not impressed with the corporate seal, include two (2) certified (by any
officer) true and correct copies of the resolutions of the governing body of
such Grantor authorizing the officer signing the Assignment of Government
Contract Claims to execute the same;


 


(ii)       with
respect to each such applicable Government Contract, provide the name, address
and, if reasonably requested by the Administrative Agent, telephone number of (A) the
contracting officer, administrative contracting officer and, if


 


9

















 


reasonably requested by the Administrative Agent, the agency head of
the Governmental Party with respect to such Government Contract, (B) the
surety on any bond applicable, if any, to such Government Contract (including
any surety on any bond that may be applicable subsequently), and (C) the
disbursing officer designated in such Government Contract to make payment; and


 


(iii)                               notify the
Administrative Agent whether the assignment of such Government Contract Claims
would require the Administrative Agent to register separately in the CCR
Database.


 


(d) At any time that any of the following has occurred and is
continuing, (x) any Event of Default under the Credit Agreement, which has
not been cured, remedied or waived within ten (10) days, or, as a result
thereof, the Loans and other Obligations are declared immediately due and
payable, (y) any Default under Section 8.01(f) or (g) of
the Credit Agreement, or (z) any Event of Default under Section 8.01(a),
or, with respect to this Agreement or any Collateral, any Event of Default
under Section 8.01(j) or (l) of the Credit Agreement (any
of the foregoing being a “Trigger
Event”), the Administrative Agent may, at the Grantors’ expense,
with respect to the Assignable Government Contract Claims:


 


(i)                                     file and deliver
an original Notice of Assignment of Government Contract Claims with the
appropriate number of copies thereof and with the appropriate attachments as
may be required (including certified copies of the Assignment of Government
Contract Claims) by the Assignment of Claims Act and the Assignment of Claims
Regulations to (1) the contracting officer or the agency head of the
Governmental Party with respect to such Government Contract, (2) if
applicable, the surety on any bond applicable to such Government Contract
(including any surety on any bond that may be delivered subsequently), and (3) the
disbursing officer designated in such Government Contract to make payment, and


 


(ii)                                  file, deliver, and
record with any other Person or Governmental Party any other statement, notice,
assignment, instrument, document or agreement or take such other action as may
be deemed necessary or advisable in order to make the assignments of the
Assignable Government Contract Claims in favor of the Administrative Agent for
the ratable benefit of the Secured Parties effective and valid assignments
under the Assignment of Claims Act and the Assignment of Claims Regulations.


 


Section 5.                                            Delivery
and Control of Security Collateral. (a) All certificates or
instruments representing or evidencing Security Collateral shall be delivered
to and held by or on behalf of the Administrative Agent pursuant hereto and
shall be in suitable form for transfer by delivery, or shall be accompanied by
duly executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Administrative Agent. The Administrative Agent
shall have the right, at any time upon the occurrence and during the
continuance of a Specified Default and with notice thereafter to any Grantor,
to transfer to or to register in the name of the Administrative Agent or any of
its nominees any or all of the Security Collateral, subject only to the
revocable rights specified in Section 16(a) and any applicable
laws, rules, regulations or orders relating to national security). In addition,
the Administrative Agent shall have the right at any time upon the occurrence
and during the continuance of a Specified Default


 


10

















 


to exchange
certificates or instruments representing or evidencing Security Collateral for
certificates or instruments of smaller or larger denominations.


 


(b) With respect to any Security Collateral in which any Grantor
has any right, title or interest and that constitutes an uncertificated
security, such Grantor will cause the issuer thereof, upon the occurrence and
during the continuance of a Specified Default, at the request of the
Administrative Agent (except, if such security is in respect of the Equity
Interests of a Subsidiary or a Joint Venture required to be pledged hereunder),
either (i) to register the Administrative Agent as the registered owner of
such security or (ii) to agree in an authenticated record with such
Grantor and the Administrative Agent that such issuer will comply with
instructions with respect to such security originated by the Administrative
Agent without further consent of such Grantor, such authenticated record to be
in form and substance satisfactory to the Administrative Agent; provided that
such instructions (including any “Notice of
Exclusive Control”) shall be withdrawn in the event such Specified
Default is no longer continuing. With respect to any Security Collateral in
which any Grantor has any right, title or interest and that is not an
uncertificated security, upon the request of the Administrative Agent, upon the
occurrence and during the continuance of a Specified Default such Grantor will
notify each such issuer of Security Collateral that such Security Collateral is
subject to the security interest granted hereunder.


 


(c) With respect to any Security Collateral in which any Grantor
has any right, title or interest and that constitutes a security entitlement in
which the Administrative Agent is not the entitlement holder, upon the
occurrence and during the continuance of a Specified Default, at the request of
the Administration Agent, such Grantor will cause the securities intermediary
with respect to such security entitlement either (i) to identify in its
records the Administrative Agent as the entitlement holder of such security
entitlement against such securities intermediary or (ii) to agree in an
authenticated record with such Grantor and the Administrative Agent that such
securities intermediary will comply with entitlement orders (that is,
notifications communicated to such securities intermediary directing transfer
or redemption of the financial asset to which such Grantor has a security
entitlement) originated by the Administrative Agent without further consent of
such Grantor, such authenticated record to be in substantially the form of Exhibit B
hereto or otherwise in form and substance satisfactory to the Administrative
Agent (such agreement being a “Securities Account Control Agreement”); provided that
such entitlement orders (including any “Notice of Exclusive Control”) shall be
withdrawn in the event such Specified Default is no longer continuing.


 


(d) With respect to any Security Collateral in which any Grantor
has any right, title or interest and that constitutes a commodity contract,
upon the occurrence and during the continuation of a Specified Default, at the
request of the Administrative Agent, such Grantor shall cause the commodity
intermediary with respect to such commodity contract to agree in an
authenticated record with such Grantor and the Administrative agent that such
commodity intermediary will apply any value distributed on account of such
commodity contract as directed by the Administrative agent without further
consent of such Grantor, such authenticated record to be in substantially the
form of Exhibit C hereto or otherwise in form and substance
satisfactory to the Administrative agent (such agreement being a “Commodity Account Control Agreement”,
and all such authenticated records, together with all Securities Account
Control Agreements being, collectively, “Security Control Agreements”); provided that
such directions (including


 


11

















 


any “Notice of
Exclusive Control”) shall be withdrawn in the event such Specified Default is
no longer continuing.


 


(e) Each Grantor shall cause all Pledged Debt constituting
intercompany debt and evidenced by intercompany promissory notes to be
delivered to the Administrative Agent in accordance with Section 5(a).


 


Section 6.                                            Maintaining
the Account Collateral. So long as any Loan or any other Obligation of any
Loan Party under any Loan Document shall remain unpaid, any Letter of Credit
shall be outstanding, any Secured Hedge Agreement shall be in effect or  any Lender Party shall have any Commitment:


 


(a) If a Specified Default shall have
occurred and be continuing and the Administrative Agent shall have so
requested, within forty-five (45) days after any such request, each Grantor
shall (i) cause each bank with whom a Deposit Account is maintained to
agree in a record authenticated by the Grantor, the Administrative Agent and
such bank (a “Pledged
Account Bank”), to comply with instructions originated by the
Administrative Agent directing the disposition of funds in any Account
Collateral without the further consent of the Grantor; provided that
such instructions (including any “Notice of
Exclusive Control”) shall be withdrawn in the event such Specified
Default shall no longer be continuing and (ii) waive or subordinate in
favor of the Administrative Agent all claims of the Pledged Account Bank
(including, without limitation, claims by way of a security interest, lien or
right of setoff or right of recoupment to the extent set forth in Exhibit D
hereto) to Account Collateral, which authenticated record shall be
substantially in the form of Exhibit D hereto, or shall otherwise
be in form and substance satisfactory to the Administrative Agent (the “Account Control Agreement”)
or (ii) instruct all account debtors to make all payments to one or more
other Pledged Account Banks by instructing that such payments be remitted to a
post office box which shall be in the name and under the control of such
Pledged Account Bank under a lockbox agreement duly executed by the Grantor and
such Pledged Account Bank, in form and substance satisfactory to the
Administrative Agent.  Thereafter, each
Grantor will maintain all Account Collateral only with the Administrative Agent
or Pledged Account Banks unless such Specified Default shall no longer be
continuing.


 


(b) If a Specified Default shall have
occurred and be continuing and the Administrative Agent shall have so
requested, within ten (10 Business Days after any such request, each Grantor
will (i) immediately instruct each Person (including any Governmental
Party to the extent that a Trigger Event has occurred) obligated at any time to
make any payment to such Grantor for any reason (an “Obligor”) to make
such payment to the Collateral Account or, if permitted by the Administrative
Agent, to a Deposit Account maintained with a Pledged Account Bank and/or (ii) if
so requested, deposit in the Collateral Account or, if permitted by the
Administrative Agent, a Deposit Account at the end of each Business Day, all
proceeds of Collateral and all other cash of such Grantor. If a Specified
Default shall have occurred and be continuing, each Grantor hereby authorizes
the Administrative Agent to notify each Obligor that such payments have been
assigned to the Administrative Agent as collateral hereunder and to instruct


 


12

















 


such Obligor to make all payments to the Collateral Account or as
otherwise directed by the Administrative Agent.


 


(c) If a Specified Default shall have
occurred and be continuing, concurrently with or at any time after entering
into an Account Control Agreement with any Pledged Account Bank, if requested
by the Administrative Agent, each Grantor will instruct such Pledged Account
Bank to transfer to the Collateral Account, at the end of each Business Day or
such other frequency as the Administrative Agent may direct, in same day funds,
an amount equal to the credit balance of the Deposit Account in such Pledged
Account Bank.  If any Grantor shall fail
to give any such instructions to any Pledged Account Bank, the Administrative
Agent may do so without further notice to any Grantor.


 


(d)  During the continuation of any
Specified Default, each Grantor agrees that it will not add any bank that
maintains a deposit account for such Grantor or open any new deposit account
with any then existing Pledged Account Bank unless (i) the Administrative
Agent shall have received at least ten (10) days’ prior written notice of
such additional bank or such new deposit account and (ii) if the
Administrative Agent has requested that the Grantors comply with the
requirement of Section 6(a), the Administrative Agent shall have
received, in the case of a bank or Pledged Account Bank that is not the
Administrative Agent, an Account Control Agreement authenticated by such new
bank and such Grantor, or a supplement to an existing Account Control Agreement
with such then existing Pledged Account Bank, covering such new deposit account
(and, upon the receipt by the Administrative Agent of such Account Control
Agreement or supplement, Schedule V hereto shall be automatically
amended to include such Deposit Account). During the continuation of any
Specified Default, each Grantor agrees that it will not terminate any bank as a
Pledged Account Bank or terminate any Account Collateral, except that the
Grantor may terminate a Deposit Account, and terminate a bank as a Pledged
Account Bank with respect to such Deposit Account, if it gives the
Administrative Agent at least ten (10) days’ prior written notice of such
termination (and, upon such termination, Schedule V hereto shall be
automatically amended to delete such Pledged Account Bank and Deposit Account).


 


(e) To the extent Section 6(a) above
is applicable, if during the continuation of any Specified Default, a Grantor
terminates any Deposit Account covered by an Account Control Agreement or any
Pledged Account Bank with respect thereto, such Grantor will immediately, if
the Administrative Agent has required that the Grantors comply with the
provisions of Sections 6(a) and (b), (i) transfer all
funds and property held in such terminated Deposit Account to another Deposit
Account covered by an Account Control Agreement maintained with a Pledged
Account Bank or to the Collateral Account and (ii) notify all Obligors
that were making payments to such Deposit Account to make all future payments
to another Deposit Account maintained with a Pledged Account Bank covered by an
Account Control Agreement or to the Collateral Account, in each case so that
the Administrative Agent shall have a continuously perfected security interest
in such Account Collateral, funds and property. 
Each Grantor agrees to terminate any or all Account Collateral and
Account Control Agreements upon request by the Administrative Agent.


 


13
















 


(f) Upon the occurrence and during the
continuance of a Specified Default, the Administrative Agent shall have sole
right to direct the disposition of funds with respect to each of the Collateral
Account, the L/C Collateral Account, and, if Section 6(a) shall
be applicable, the Deposit Accounts; and it shall be a term and condition of
each of the Collateral Account, the L/C Collateral Account, and the Deposit
Accounts (in the case of Deposit Accounts, only to the extent so directed by
the Administrative Agent to the applicable Pledged Account Bank),
notwithstanding any term or condition to the contrary in any other agreement
relating to the Collateral Account, the L/C Collateral Account or the Deposit
Accounts, as the case may be, that no amount (including, without limitation,
interest on Cash Equivalents credited thereto) will be paid or released to or
for the account of, or withdrawn by or for the account of, the Borrower or any
other Person from the Collateral Account, the L/C Collateral Account or the Deposit
Accounts (only to the extent so directed), as the case may be.


 


(g) The Administrative Agent may, at any
time and without notice to, or consent from, the Grantor, if an Event of
Default shall have occurred and be continuing (i) transfer, or direct the
transfer of, funds from the Account Collateral to satisfy the Grantor’s
obligations under the Loan Documents and (ii) transfer, or direct the
transfer of, funds from the Deposit Accounts to the Collateral Account.


 


(h) Upon the request by the Administrative
Agent at any time or as otherwise required in order to Cash Collateralize
Letters of Credit pursuant to the Credit Agreement, the Borrower shall
immediately open a letter of credit deposit account (the “L/C Collateral Account”)
with Bank of America, N.A. in the name of the Administrative Agent and under
the sole control and dominion of the Administrative Agreement and subject to
this Agreement.


 


Section 7.                                            Investing
of Amounts in the Collateral Account and the L/C Collateral Account. The
Administrative Agent will, subject to the provisions of Sections 6, 8
and 24, from time to time (a) invest amounts received with respect
to the Collateral Account and the L/C Collateral Account in such Cash
Equivalents credited to (A) the Collateral Account and the L/C Collateral
Account, respectively, as the Borrower may select and the Administrative Agent
may approve or (B) in the case of Cash Equivalents consisting of
Securities Collateral, a securities account in which the Administrative Agent
is the securities intermediary or a securities account subject to a Securities
Account Control Agreement, and (b) invest interest paid on the Cash
Equivalents referred to in clause (a) above, and reinvest other
proceeds of any such Cash Equivalents that may mature or be sold, in each case
in such Cash Equivalents credited in the same manner. Interest and proceeds
that are not invested or reinvested in Cash Equivalents as provided above shall
be deposited and held in the relevant Collateral Account or L/C Collateral
Account. In addition, the Administrative Agent shall have the right at any time
to exchange such Cash Equivalents for similar Cash Equivalents of smaller or
larger determinations, or for other Cash Equivalents, credited to the
Collateral Account or the L/C Collateral Account, as the case may be.


 


Section 8.                                            Release
of Amounts. So long as no Specified Default shall have occurred and be
continuing, the Administrative Agent will pay and release, or direct the
applicable Pledged Account Bank to pay and release, to the Borrower or at its
order or, at the


 


14

















 


request of the
Borrower, to the Administrative Agent to be applied to the Obligations of the
Borrower under the Loan Documents, such amount, if any, as is then on deposit
in the Collateral Account and the L/C Collateral Account.


 


Section 9.                                            Maintaining
Electronic Chattel Paper, Transferable Records and Letter-of-Credit Rights and
Giving Notice of Commercial Tort Claims. So long as any Loan or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding, any Secured Hedge Agreement shall be in
effect or any Lender Party shall have any Commitment, upon the occurrence and
during the continuation of a Specified Default, at the request of the
Administrative Agent:


 


(a) Each Grantor will maintain all (i) electronic
chattel paper so that the Administrative Agent has control of the electronic
chattel paper in the manner specified in Section 9-105 of the UCC
and (ii) all transferable records so that the Administrative Agent has
control of the transferable records in the manner specified in Section 16
of the Uniform Electronic Transactions Act, as in effect in the jurisdiction
governing such transferable record (“UETA”);


 


(b) Each Grantor will maintain all
letter-of-credit rights assigned to the Administrative Agent, so that the
Administrative Agent has control of the letter-of-credit rights in the manner
specified in Section 9-107 of the UCC; and


 


(c) Each Grantor will promptly give
notice to the Administrative Agent of any commercial tort claim in excess of
$30,000,000 that arises in the future and will immediately execute or otherwise
authenticate a supplement to this Agreement, and otherwise take all necessary
action, to subject such commercial tort claim to the first priority security
interest created under this Agreement.


 


Section 10.                                      Representations
and Warranties. Each Grantor represents and warrants as follows:


 


(a) Such Grantor’s exact legal name, as
defined in Section 9-503(a) of the UCC, is correctly set forth
on Schedule I hereto. Such Grantor has only the trade names, listed on Schedule
IV hereto. Such Grantor is located (within the meaning of Section 9-307
of the UCC) in the jurisdiction set forth opposite such Grantor’s name on Schedule
I hereto and has its chief executive office and the office in which it
maintains the original copies of each Assigned Agreement and Related Contract
to which such Grantor is a party and all originals of all chattel paper that evidence
Receivables of such Grantor at the address, if not its chief executive office,
set forth on Schedule I hereto. The information set forth on Schedule
I hereto with respect to such Grantor is true and accurate in all respects.
For each Grantor, such Grantor has not since March 31, 2004  changed its name, location, chief
executive office, place where it maintains its agreements, type of
organization, jurisdiction of organization or organizational and, if
applicable, tax identification number from those set forth on Schedule I
hereto except as disclosed on Schedule III hereto.


 


(b) Substantially all Equipment and
Inventory of such Grantor is located at the locations listed on Schedule
5.08(c) to the Credit Agreement or Schedule VI hereto (other


 


15

















 


than Inventory sold in the ordinary course of business and Equipment
located offsite in the ordinary course of business and Equipment or Inventory
having a value, in each case, of $10,000 or less at any one location). All
Security Collateral consisting of certificated securities and instruments have
been delivered to the Administrative Agent. Copies of each Assigned Agreement
have been delivered to the Administrative Agent. None of the Receivables or
Agreement Collateral is evidenced by a promissory note or other instrument that
has not been delivered to the Administrative Agent.


 


(c) Such Grantor is the legal and
beneficial owner of the Collateral of such Grantor free and clear of any Lien,
claim, option or right of others, except for Permitted Liens. No effective
financing statement or other instrument similar in effect covering all or any
part of such Collateral or listing such Grantor or any trade name of such
Grantor as debtor is on file in any recording office, except such as may have
been filed in favor of the Administrative Agent relating to the Loan Documents
or as otherwise permitted under the Credit Agreement.


 


(d) Such Grantor has exclusive
possession and control of substantially all of the Equipment and Inventory
(other than Equipment and Inventory located on property owned by any
Governmental Party and operated by such Grantor) stored at any leased premises
or warehouse.  In the case of Equipment
and Inventory located on leased premises or in warehouses, no lessor or
warehouseman of any premises or warehouse upon or in which such Equipment or
Inventory is located has (i) received notification of any secured party’s
interest (other than the security interest granted hereunder) in such Grantor’s
Equipment or Inventory or (ii) any Lien (other than a Permitted Lien),
claim or charge (based on contract, statute or otherwise) on such Equipment and
Inventory.


 


(e) The Pledged Equity pledged by such
Grantor hereunder has been duly authorized and validly issued and is fully paid
and non-assessable. With respect to the Pledged Equity that is an
uncertificated security, such Grantor has caused the issuer thereof either (i) to
register the Administrative Agent as the registered owner of such security or (ii) to
agree in an authenticated record with such Grantor and the Administrative Agent
that such issuer will comply with instructions with respect to such security
originated by the Administrative Agent without further consent of such Grantor.
If such Grantor is an issuer of Pledged Equity, such Grantor confirms that it
has received notice of such security interest. The Pledged Debt pledged by such
Grantor hereunder (i) to the extent representing intercompany
indebtedness, is the legal, valid and binding obligation of the issuers thereof
and (ii) to the extent representing intercompany indebtedness, is
evidenced by one or more promissory notes (which notes have been delivered to
the Administrative Agent).


 


(f) The Initial Pledged Equity pledged
by such Grantor constitutes the percentage of the issued and outstanding Equity
Interests of the issuers thereof indicated on Schedule II hereto. The
Initial Pledged Debt constitutes all of the outstanding Pledged Debt owed to
such Grantor by the issuers thereof and is outstanding in the principal amount
indicated on Schedule II hereto.


 


(g) Such Grantor has no deposit
accounts, other than as listed on Schedule V.


 


16

















 


(h) No authorization or approval or
other action by, and no notice to or filing with, any governmental authority or
regulatory body or any other third party is required for (i) the grant by
such Grantor of the security interest granted hereunder or for the execution,
delivery or performance of this Agreement by such Grantor, (ii) the
perfection  or maintenance of the
security interest created hereunder (including the first priority nature of
such security interest), except for the filing of financing and continuation
statements under the UCC, which financing statements have been duly filed or
will be duly filed immediately after the Restatement Closing Date, the
recordation of the Intellectual Property Security Agreements referred to in Section 15(f) with
the U.S. Patent and Trademark Office and the U.S. Copyright Office, which
Agreements have been duly recorded or will be duly recorded immediately after
the Restatement Closing Date or (iii) the exercise by the Administrative
Agent of its voting or other rights provided for in this Agreement or the
remedies in respect of the Collateral pursuant to this Agreement, except as may
be required in connection with the disposition of any portion of the Security
Collateral by laws affecting the offering and sale of securities generally and
the taking of the actions described in Section 4(d) with
respect to Assignable Government Contract Claims; provided  however,
that the actions described in Sections 5, 6 and 9 with respect to
Security Collateral, Account Collateral, electronic chattel paper, transferable
records, letter-of-credit rights and commercial tort claims respectively, shall
be required to the extent set forth in such Sections upon the occurrence and
during the continuance of a Specified Default.


 


(i) As to itself and its Intellectual
Property Collateral:


 


(i)                                     To the knowledge
of such Grantor, the operation of such Grantor’s business as currently
conducted or as contemplated to be conducted and the use of the Intellectual
Property Collateral in connection therewith do not conflict with, infringe,
misappropriate, dilute, misuse or otherwise violate, in each case, in any
material respect, the intellectual property rights of any third party; provided,
that a Governmental Party may authorize or may have authorized the use of
intellectual property by any Person (including any Grantor) of a third party
(including any Grantor with respect to its Intellectual Property Collateral)
(such authorizations, “Governmental
IP Authorizations”).


 


(ii)                                  Except as would not
reasonably be expected to result in a Material Adverse Effect, such Grantor is
the owner of all right, title and interest in and to the Intellectual Property
Collateral (for the avoidance of doubt, other than intellectual property
licensed under the IP Agreements) used in the operation of its business and is
entitled to use all Intellectual Property Collateral subject only to the terms
of the IP Agreements and Governmental IP Authorizations.


 


(iii)                               As supplemented pursuant
to Section 15(g), the Intellectual Property Collateral set forth on
Part I of Schedule IV hereto includes a true and complete
list of all of the United States patents, patent applications, material domain
names, trademark registrations and applications, copyright registrations and
applications and material IP Agreements owned by such Grantor.


 


17

















 


(iv)                              All material Intellectual
Property Collateral used in the operation of its business is subsisting and has
not been adjudged invalid or unenforceable in whole or part, and to the best of
such Grantor’s knowledge, is valid and enforceable. To the knowledge of such
Grantor, there are no uses of any item of material Intellectual Property
Collateral used in the operation of its business that could be expected to lead
to such item becoming invalid or unenforceable.


 


(v)                                 Except as would not
reasonably be expected to result in a Material Adverse Effect, such Grantor has
(A) made or performed all filings, recordings and other acts and has paid
all required fees and taxes to maintain and protect its interest in each and
every item of Intellectual Property Collateral used in the operation of its
business in full force where such Intellectual Property Collateral should be
registered and to protect and maintain its interest therein including, without
limitation, recordations of any of its interests in the Patents and Trademarks
with the U.S. Patent and Trademark Office and recordation of any of its
interests in the Copyrights with the U.S. Copyright Office, except with respect
to Excluded Patents (as defined in Section 15) to the extent provided
in Section 15, and (B) used all required statutory notices in
connection with its use of each patent, trademark and copyright in the
Intellectual Property Collateral.


 


(vi)                              No claim, action, suit,
investigation, litigation or proceeding has been asserted or is pending or, to
such Grantor’s knowledge, threatened against such Grantor (i) based upon
or challenging or seeking to deny or restrict the Grantor’s rights in or use of
any of the Intellectual Property Collateral used in the operation of its business,
(ii) alleging that the Grantor’s rights in or use of such Intellectual
Property Collateral or that any services provided by, processes used by, or
products manufactured or sold by, such Grantor infringe, misappropriate,
dilute, misuse or otherwise violate any patent, trademark, copyright or any
other proprietary right of any third party, or (iii) alleging that such
Intellectual Property Collateral is being licensed or sublicensed in violation
or contravention of the terms of any license or other agreement, that, in any
such case, either individually or in the aggregate, would reasonably be
expected to result in a Material Adverse Effect. To such Grantor’s knowledge,
no Person is engaging in any activity that infringes, misappropriates, dilutes,
misuses or otherwise violates any material Intellectual Property Collateral
used in the operation of its business or the Grantor’s rights in or use
thereof. Except as would not reasonably be expected to result in a Material
Adverse Effect, such Grantor has not granted any release, covenant not to sue
or nonassertion assurance, to any Person with respect to any part of the
Intellectual Property Collateral. The consummation of the transactions
contemplated by the Transaction Documents will not result in the termination or
impairment of any of the Intellectual Property Collateral used in the operation
of its business.


 


(vii)                           Except as would not
reasonably be expected to have a Material Adverse Effect, with respect to each
IP Agreement:  (A) such IP Agreement
is valid and binding and in full force and effect and represents the entire
agreement between the respective parties thereto with respect to the subject
matter thereof;


 


18

















 


(B) such IP Agreement will not cease to be valid and binding and
in full force and effect on terms identical to those currently in effect as a
result of the rights and interest granted herein, nor will the grant of such
rights and interest constitute a breach or default under such IP Agreement or otherwise
give any party thereto a right to terminate such IP Agreement; (C) such
Grantor has not received any notice of termination or cancellation under such
IP Agreement; (D) such Grantor has not received any notice of a breach or
default under such IP Agreement, which breach or default has not been cured;
and (E) neither such Grantor nor, to the knowledge of such Grantor, any
other party to such IP Agreement is in breach or default thereof in any
material respect, and no event (with respect to any event within the control of
any other party to such IP Agreement, to the knowledge of such Grantor) has
occurred that, with notice or lapse of time or both, would constitute such a
breach or default or permit termination, modification or acceleration under
such IP Agreement.


 


(viii)                        Except as would not reasonably
be expected to have a Material Adverse Effect, (A) none of the Trade
Secrets of such Grantor has been used, divulged, disclosed or appropriated to
the detriment of such Grantor for the benefit of any other Person other than
such Grantor; (B) no employee, independent contractor or agent of such
Grantor has misappropriated any trade secrets of any other Person in the course
of the performance of his or her duties as an employee, independent contractor
or agent of such Grantor; and (C) no employee, independent contractor or
agent of such Grantor is in default or breach of any term of any employment
agreement, non-disclosure agreement, assignment of inventions agreement or
similar agreement or contract relating in any way to the protection, ownership,
development, use or transfer of such Grantor’s material Intellectual Property
Collateral.


 


(ix)                                Except as would not
reasonably be expected to have a Material Adverse Effect, no Grantor or
Intellectual Property Collateral is subject to any outstanding consent,
settlement, decree, order, injunction, judgment or ruling restricting the use
of any Intellectual Property Collateral or that would impair the validity or
enforceability of such Intellectual Property Collateral.


 


(x)                                   Schedule VIII
hereto sets forth the material Intellectual Property Collateral of each Grantor
(the “Affected IP
Collateral”) with respect to which, (i) Liens thereon are
outstanding on the Restatement Closing Date other than pursuant to the Security
Documents (the “Existing
IP Liens”) and (ii) any gaps or flaws in title exist on the
Restatement Closing Date. With respect to the Existing IP Liens, (A) all
obligations secured thereby have been satisfied in full, or (B) the
exercise of remedies (including foreclosure) with respect to any Affected IP
Collateral as a result thereof, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect. Any gaps or
flaws in title with respect to any Affected IP Collateral, individually or in
the aggregate, would not reasonably be expected to result in a Material Adverse
Effect.


 


19

















 


(j) Each Government Contract to which Section 4(c) applies
has been properly approved and executed by the Grantor party thereto and, to
the knowledge of such Grantor, the applicable Governmental Party.


 


(k) Upon the Administrative Agent taking
the actions described in Section 4(d)(i) and, to the extent
required by Subpart 32.805(c) and (d) of the Assignment of Claims
Regulations, acknowledged by the appropriate contracting officer, the
Assignment of Government Contract Claims with respect to each Assignable
Government Contract Claims shall constitute an effective and valid assignment
of such Assignable Government Contract Claims to the extent that an assignment
of a Government Claims is governed by the Assignment of Claims Act and the
Assignment of Claims Regulations, and no other action is required in order to
create an effective and valid assignment of such Assignable Government Contract
Claims.  Thereupon, the Administrative
Agent may exercise its rights as set forth in Section 6(b).


 


;provided
however, that for purposes of the representations and warranties
hereunder, (i) each Schedule referred to in this Section 10
shall be amended in accordance with Section 6.02(i)(B) of the Credit
Agreement, and (ii) any representation and warranty contained in this Section 10
to the extent made with specific reference to a specific Schedule shall
be deemed true and correct in all material respects if such representation and
warranty would have been true and correct in all material respects (A) as
of the Restatement Closing Date, or (B) with respect to any period
immediately following the date on which Schedules are required to be
amended pursuant to Section 6.02(i)(B) of the Credit
Agreement, as of the date required to be amended, regardless of whether
actually amended, until the next date required to be so amended, in each case,
solely to the extent any such representation and warranty specifically refers
to a Schedule; provided, further, that if a Specified
Default shall have occurred and be continuing, the Administrative Agent may
require such Schedules to be updated and amended at any time and from
time to time.


 


Section 11.                                      Further
Assurances. (a)  Each Grantor agrees that from time to time, at the
expense of such Grantor, such Grantor will promptly execute and deliver, or
otherwise authenticate, all further instruments and documents, and take all
further action that may be necessary or desirable, or that the Administrative
Agent may reasonably request, to perfect and protect any pledge or security
interest granted or purported to be granted by such Grantor hereunder or to
enable the Administrative Agent to exercise and enforce its rights and remedies
hereunder with respect to any Collateral of such Grantor.  Without limiting the generality of the
foregoing, each Grantor will promptly, with respect to Collateral of such Grantor,
subject to the proviso hereof: (i) mark conspicuously each document
included in Inventory, each chattel paper included in Receivables, each Related
Contract, each Assigned Agreement and, at the request of the Administrative
Agent, each of its records pertaining to such Collateral with a legend, in form
and substance satisfactory to the Administrative Agent, indicating that such
document, chattel paper, Related Contract, Assigned Agreement or Collateral is
subject to the security interest granted hereby; (ii) if any such
Collateral shall be evidenced by a promissory note or other instrument or
chattel paper, deliver and pledge to the Administrative Agent hereunder such
note or instrument or chattel paper duly indorsed and accompanied by duly
executed instruments of transfer or assignment, all in form and substance
satisfactory to the Agent Administrative Agent; (iii) execute or
authenticate and file such financing or continuation statements, or amendments
thereto, and such other instruments or


 


20

















 


notices, as
may be necessary or desirable, or as the Agent Administrative Agent may
reasonably request, in order to perfect and preserve the security interest
granted or purported to be granted by such Grantor hereunder; (iv) subject
to Section 4(d), deliver, file and record any statement, notice,
assignment, instrument, document, agreement or other paper or take any other
action, as may be necessary or desirable, or as the Administrative Agent may
request, in order to create, preserve, perfect, confirm or validate the
security interest granted hereunder in Assignable Government Contract Claims
and exercise any right in respect thereof; (v) deliver and pledge to the
Administrative Agent for benefit of the Secured Parties certificates
representing Security Collateral that constitutes certificated securities,
accompanied by undated stock or bond powers executed in blank; (vi) in
accordance with Section 6(a), take all action necessary to ensure
that the Administrative Agent has control of Collateral consisting of deposit
accounts, (vii) take all action necessary to ensure that the
Administrative Agent has control of collateral consisting of electronic chattel
paper, investment property, letter-of-credit rights and transferable records as
provided in Sections 9-104, 9-105, 9-106 and 9-107 of the UCC and
in Section 16 of UETA; (viii) cause the Administrative Agent
to be the beneficiary under all letters of credit that constitute Collateral,
with the exclusive right to make all draws under such letters of credit, and
with all rights of a transferee under Section 5-114(e) of the
UCC; and (ix) deliver to the Administrative Agent evidence that all other
action that the Administrative Agent may deem reasonably necessary or desirable
to perfect and protect the security interest created by such Grantor under this
Agreement has been taken; provided that clauses (i), (vi), (vii) and
(viii) shall only apply upon the occurrence and during the
continuation of a Specified Default and clause (ii) shall apply
only upon (except with respect to obligations owing from any Subsidiary or
Joint Venture) the occurrence and during the continuation of a Specified
Default. From time to time upon request by the Administrative Agent, each
Grantor will, at such Grantor’s expense, cause to be delivered to the
Administrative Agent, for the benefit of the Secured Parties, an opinion of
counsel, from outside counsel reasonably satisfactory to the Administrative
Agent, as to such matters relating to the transactions contemplated hereby as
the Administrative Agent may reasonably request.


 


(b) Each Grantor hereby authorizes the Administrative Agent to
file one or more financing or continuation statements, and amendments thereto,
including, without limitation, one or more financing statements indicating that
such financing statements cover all assets or all personal property (or words
of similar effect) of such Grantor, in each case without the signature of such
Grantor, and regardless of whether any particular asset described in such
financing statements falls within the scope of the UCC or the granting clause
of this Agreement.  A photocopy or other
reproduction of this Agreement or any financing statement covering the
Collateral or any part thereof shall be sufficient as a financing statement
where permitted by law. Each Grantor ratifies its authorization for the
Administrative Agent to have filed such financing statements, continuation
statements or amendments filed prior to the date hereof.


 


(c) Each Grantor will furnish to the Administrative Agent from
time to time statements and schedules further identifying and describing the
Collateral of such Grantor and such other reports in connection with such
Collateral as the Administrative Agent may reasonably request, all in
reasonable detail.


 


Section 12.                                      As to
Equipment and Inventory. (a) Each Grantor will keep the Equipment and
Inventory of such Grantor (other than Inventory sold in the ordinary course of


 


21

















 


business and
Equipment located offsite in the ordinary course of business and Equipment or
Inventory having a value, in each case, of $10,000 or less at any one location)
at the places therefor specified on Schedule 5.08 to the Credit
Agreement or Schedule VI hereto or, upon written notice to the Administrative
Agent, at such other places designated by the Grantor in such notice. Upon the
giving of such notice, such new locations will be automatically added to
Schedule VI hereto.


 


(b) Each Grantor will promptly furnish to the Administrative Agent
a statement respecting any loss or damage exceeding $10,000,000 to any of the
Equipment or Inventory of such Grantor.


 


Section 13.                                      Insurance.
(a)  Each Grantor will, at its own expense, maintain insurance with
respect to the Equipment and Inventory of such Grantor in such amounts, against
such risks, in such form and with such insurers, as shall be reasonably
satisfactory to the Administrative Agent from time to time. Each policy of each
Grantor for liability insurance shall provide for all losses to be paid on behalf
of the Administrative Agent and such Grantor as their interests may appear. All
losses with respect to property damage insurance shall be paid to (x) the
Administrative Agent at any time that a Specified Default shall have occurred
and be continuing or if a Material Adverse Effect shall have occurred, such
amounts shall be held and applied in accordance with subsection (c) of
this Section 13, and (y) otherwise to the Borrower or
applicable Grantor. Each such policy shall in addition (i) name the Borrower
or the applicable Grantor and the Administrative Agent as insured parties
thereunder (without any representation or warranty by or obligation upon the
Administrative Agent) as their interests may appear, (ii) contain the
agreement by the insurer that any loss payable thereunder shall be payable to
the Administrative Agent notwithstanding any action, inaction or breach of
representation or warranty by such Grantor, (iii) provide that there shall
be no recourse against the Administrative Agent for payment of premiums or
other amounts with respect thereto and (iv) provide for prior written
notice of cancellation or of lapse shall be given to the Administrative Agent
by the insurer to the extent provided in Section 6.07 of the Credit
Agreement. Each Grantor will, if so requested by the Administrative Agent,
deliver to the Administrative Agent original or duplicate policies of such
insurance and, as often as the Administrative Agent may reasonably request, a
report of a reputable insurance broker with respect to such insurance.


 


(b) Notwithstanding any other provision of this Agreement,
reimbursement under any liability insurance maintained by any Grantor pursuant
to this Section 13 may be paid directly to the Person bringing a
claim against such Grantor or to the firm or person providing defense against
such claim. In case of any loss involving damage to Equipment or Inventory when
subsection (c) of this Section 13 is not applicable,
the applicable Grantor will make or cause to be made the necessary repairs to or
replacements of such Equipment or Inventory or other purchases in accordance
with Section 2.05(b)(i) of the Credit Agreement, and any
proceeds of insurance properly received by or released to such Grantor shall be
used by such Grantor, except as otherwise required hereunder or by the Credit
Agreement, to pay or as reimbursement for the costs of such repairs or
replacements.


 


(c) So long as no Specified Default shall have occurred and be
continuing, all insurance payments received by the Administrative Agent in
connection with any loss, damage or destruction of any Inventory or Equipment
will be released by the Administrative Agent to the


 


22

















 


Borrower or
the applicable Grantor to be applied in accordance with Section 2.05(b)(i) of
the Credit Agreement. Upon the occurrence and during the continuance of any
Specified Default, all insurance payments in respect of such Equipment or
Inventory shall be paid to the Administrative Agent and shall, in the
Administrative Agent’s sole discretion, (i) be released to the Borrower or
the applicable Grantor to be applied as set forth in the first sentence of this
subsection (c) or (ii) be held as additional Collateral
hereunder or applied as specified in Section 24(b).


 


Section 14.                                      Post-Closing
Changes; Bailees; Collections on Assigned Agreements, Receivables and Related
Contracts. (a) No Grantor will change its name, type of organization,
jurisdiction of organization, organizational identification number or location
from those set forth in Section 10(a) of this Agreement
without first giving at least ten (10) days’ prior written notice to the
Administrative Agent and taking all action required by the Administrative Agent
for the purpose of perfecting or protecting the security interest granted by
this Agreement. No Grantor will change the location of the Equipment and
Inventory or the place where it keeps the originals of the Assigned Agreements
and Related Contracts to which such Grantor is a party and all originals of all
chattel paper that evidence Receivables of such Grantor from the locations therefor
specified in Sections 10(a) and 10(b) without first
giving the Administrative Agent thirty (30) days’ prior written notice of such
change. Except in connection with transactions permitted under Sections 7.04(a) and
(b) of the Credit Agreement in favor of a Grantor, no Grantor will
become bound by a security agreement with respect to the Collateral
authenticated by another Person (determined as provided in Section 9-203(d) of
the UCC) without giving the Administrative Agent thirty (30) days’ prior
written notice thereof and taking all action required by the Administrative
Agent to ensure that the perfection and first priority nature of the
Administrative Agent’s security interest in the Collateral will be maintained.
Each Grantor will hold and preserve its records relating to the Collateral,
including, without limitation, the Assigned Agreements and Related Contracts,
and will permit representatives of the Administrative Agent at any time during
normal business hours to inspect and make abstracts from such records and other
documents in accordance with Section 6.10 of the Credit
Agreement.  If any Grantor does not have
an organizational identification number and later obtains one, it will
forthwith notify the Administrative Agent of such organizational identification
number.


 


(b) If a Specified Default shall have occurred and be continuing
and if any Collateral of any Grantor is at any time in the possession or
control of a warehouseman, bailee or agent, and the Administrative Agent so
requests such Grantor will (i) notify such warehouseman, bailee or agent
of the security interest created hereunder, (ii) instruct such
warehouseman, bailee or agent to hold all such Collateral solely for the
Administrative Agent’s account subject only to the Administrative Agent’s
instructions, (iii) use commercially reasonable efforts, to cause such
warehouseman, bailee or agent to authenticate a record acknowledging that it
holds possession of such Collateral for the Administrative Agent’s benefit and
shall act solely on the instructions of the Administrative Agent without the
further consent of the Grantor or any other Person, and (iv) make such
authenticated record available to the Administrative Agent.


 


(c) Except as otherwise provided in this
subsection (c), each Grantor will continue to collect, at its own
expense, all amounts due or to become due such Grantor under the Assigned
Agreements, Receivables and Related Contracts. In connection with such
collections,


 


23

















 


such Grantor
may take (and, upon the occurrence and during the continuance of a Specified
Default at the Administrative Agent’s direction, will take) such action as such
Grantor or the Administrative Agent may deem necessary or advisable to enforce
collection of the Assigned Agreements, Receivables and Related Contracts; provided,
however, that the Administrative Agent shall have the right at any time,
upon the occurrence and during the continuance of a Specified Default and
written notice to such Grantor of its intention to do so, to notify the
Obligors under any Assigned Agreements, Receivables and Related Contracts of
the assignment of such Assigned Agreements, Receivables (subject, in the case
of Government Contract Claims, to Section 4(d)) and Related
Contracts to the Administrative Agent and to direct such Obligors to make
payment of all amounts due or to become due to such Grantor thereunder directly
to the Administrative Agent and, upon such notification and at the expense of
such Grantor, to enforce collection of any such Assigned Agreements,
Receivables and Related Contracts, to adjust, settle or compromise the amount
or payment thereof, in the same manner and to the same extent as such Grantor
might have done, and to otherwise exercise all rights with respect to such
Assigned Agreements, Receivables and Related Contracts, including, without
limitation, those set forth set forth in Section 9-607 of the
UCC.  After receipt by any Grantor of the
notice from the Administrative Agent referred to in the proviso to the
preceding sentence, (i) all amounts and proceeds (including, without
limitation, instruments) received by such Grantor in respect of the Assigned
Agreements, Receivables and Related Contracts of such Grantor shall be received
in trust for the benefit of the Administrative Agent hereunder, shall be
segregated from other funds of such Grantor and shall be forthwith paid over to
the Administrative Agent in the same form as so received (with any necessary
indorsement) to be deposited in the Collateral Account and either (A) released
to such Grantor on the terms set forth in Section 8 so long as no
Specified Default shall have occurred and be continuing or (B) if an Event
of Default shall have occurred and be continuing, applied as provided in Section 24(b) and
(ii) such Grantor will not adjust, settle or compromise the amount or
payment of any Receivable or amount due on any Assigned Agreement or Related
Contract, release wholly or partly any Obligor thereof, or allow any credit or
discount thereon.  No Grantor will permit
or consent to the subordination of its right to payment under any of the
Assigned Agreements, Receivables and Related Contracts to any other
indebtedness or obligations of the Obligor thereof.


 


Section 15.                                      As to
Intellectual Property Collateral. (a)  Except as otherwise provided in
this subsection (a), with respect to each item of its Intellectual
Property Collateral material to the operation of the business of such Grantor,
each Grantor agrees to take, at its expense, all necessary steps, including,
without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright
Office and any other governmental authority, to (i) maintain the validity
and enforceability of such Intellectual Property Collateral and maintain such
Intellectual Property Collateral in full force and effect, and (ii) pursue
the registration and maintenance of each patent, trademark, or copyright
registration or application, now or hereafter included in such Intellectual
Property Collateral of such Grantor, including, without limitation, the payment
of required fees and taxes, the filing of responses to office actions issued by
the U.S. Patent and Trademark Office, the U.S. Copyright Office or other
governmental authorities, the filing of applications for renewal or extension,
the filing of affidavits under Sections 8 and 15 of the U.S.
Trademark Act, the filing of divisional, continuation, continuation-in-part,
reissue and renewal applications or extensions, the payment of maintenance fees
and the participation in interference, reexamination, opposition, cancellation,
infringement and misappropriation proceedings; provided, with respect to
each Patent listed on Schedule VII hereto, to the extent (A) such
Patent


 


24

















 


is no longer
material to and has no material value to the operation of the business of any
Grantor, (B) the Borrower and the other Grantors have made a commercially
reasonable decision to abandon such Patent or permit such Patent to lapse or
expire, and (C) the lapse, expiration or abandonment of such Patents,
either individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, the Grantors shall not be required to
prosecute or maintain any such Patents (collectively, the “Excluded Patents”) in
accordance with this Section 15(a). 
Other than Excluded Patents, no Grantor shall, without the written
consent of the Administrative Agent, discontinue use of or otherwise abandon
any Intellectual Property Collateral, or abandon any right to file an
application for patent, trademark, or copyright, except for any Intellectual
Property Collateral that such Grantor shall have determined in its commercially
reasonable judgment is no longer material to the operation of its business so
long as such discontinuance or abandonment would not, individually or in the
aggregate, be reasonably expected to result in a Material Adverse Effect.


 


(b) Each Grantor agrees promptly to notify the Administrative
Agent if such Grantor becomes aware (i) that any material item of the
Intellectual Property Collateral has become abandoned, placed in the public
domain, invalid or unenforceable, or of any material adverse determination or
development regarding such Grantor’s ownership of any of the material
Intellectual Property Collateral or its right to register the same or to keep
and maintain and enforce the same, or (ii) of any material adverse
determination or the institution of any proceeding (including, without
limitation, the institution of any proceeding in the U.S. Patent and Trademark
Office or any court) regarding any material item of the Intellectual Property
Collateral.


 


(c) In the event that any Grantor becomes aware that any material
item of the Intellectual Property Collateral is being infringed or
misappropriated by a third party, such Grantor shall promptly notify the
Administrative Agent and shall take such actions, at its expense, as are
reasonable and appropriate under the circumstances to protect or enforce such
Intellectual Property Collateral, including, without limitation, suing for
infringement or misappropriation and for an injunction against such
infringement or misappropriation.


 


(d) Except as would not reasonably be expected to result in a
Material Adverse Effect, each Grantor shall use all required statutory notices
in connection with its use of each item of its Intellectual Property
Collateral. No Grantor shall do or permit any act or knowingly omit to do any
act whereby any of its material Intellectual Property Collateral may lapse or
become invalid or unenforceable or placed in the public domain other than as
permitted under Section 15(a) hereof.


 


(e) Each Grantor shall take all steps reasonable and appropriate
under the circumstances to preserve and protect each material item of its
Intellectual Property Collateral, including, without limitation, where
reasonable and appropriate maintaining the quality of any and all products or
services used or provided in connection with any of the Trademarks, consistent
with the quality of the products and services as of the date hereof, and taking
all steps necessary to ensure that all licensed users of any of the Trademarks
use such consistent standards of quality, except as permitted under Section 15(a) hereof.


 


25
















 


(f) With respect to
its Intellectual Property Collateral, each Grantor agrees to execute or
otherwise authenticate an agreement, in substantially the form set forth in Exhibit E
hereto or otherwise in form and substance satisfactory to the Administrative Agent
(an “Intellectual
Property Security Agreement”), for recording the security
interest granted hereunder to the Administrative Agent in such Intellectual
Property Collateral with the U.S. Patent and Trademark Office, the U.S.
Copyright Office and any other United States governmental authorities necessary
to perfect the security interest hereunder in such Intellectual Property
Collateral other than with respect to Excluded Patents.


 


(g) Each Grantor
agrees that should it obtain an ownership interest in any item of the type set
forth in Section 1(g) that is not on the date hereof a part of the
Intellectual Property Collateral (“After-Acquired Intellectual Property”)
(i) the provisions of this Agreement shall automatically apply thereto,
and (ii) any such After-Acquired Intellectual Property and, in the case of
trademarks, the goodwill symbolized thereby, shall automatically become part of
the Intellectual Property Collateral subject to the terms and conditions of
this Agreement with respect thereto. Each Grantor shall give, within thirty
(30) days after the end of each calendar quarter, written notice to the
Administrative Agent identifying any United States registered or applied for
After-Acquired Intellectual Property, and such Grantor shall execute and deliver
to the Administrative Agent with such written notice, or otherwise
authenticate, an agreement substantially in the form of Exhibit F
hereto or otherwise in form and substance satisfactory to the Administrative
Agent (an “IP Security
Agreement Supplement”) covering such After-Acquired Intellectual
Property which IP Security Agreement Supplement shall be recorded with the U.S.
Patent and Trademark Office, the U.S. Copyright Office and any other United
States governmental authorities necessary to perfect the security interest
hereunder in such After-Acquired Intellectual Property.


 


(h) Each Grantor
shall take, or cause to be taken, all appropriate action, do or cause to be
done all things necessary, proper, or advisable under applicable laws, and
execute and deliver such documents and other papers, as may be required, at its
expense, to take each of the following actions as soon as reasonably
practicable: (i) release all Existing IP Liens in and to any item of
Affected IP Collateral and record and/or file such releases or take such other
actions as may be necessary to effect such release, (ii) remedy all
material gaps and flaws in the chain of title of any Affected IP Collateral, in
each case, including, without limitation, in the U.S. Patent and Trademark Office
and any other U.S. governmental authority, and (iii) deliver copies of
such documents evidencing all such actions to the Administrative Agent; provided,
that if the Borrower or the applicable Grantor provides a certificate of a
Responsible Officer, with respect to one or more items of Affected IP
Collateral, representing and warranting that:


 


(A) the
Borrower and such Grantor have used commercially reasonable efforts to effect
the foregoing and notwithstanding such efforts, have been unable to obtain such
release or remedy such gaps and flaws, as the case may be, and


 


(B) the
failure to obtain such release or remedy such gap and flaw, as the case may be,
(1) does not relate to any Intellectual Property Collateral that is
material to the conduct of such Grantor’s business, (2) would not
adversely affect the Secured Parties’ rights and interests in the Intellectual
Property Collateral, taken as a whole, in any material respect, except to the
extent that any Existing IP Liens secure obligations not


 


26

















 


prohibited by Credit
Agreement, and (3) individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect,


 


the Administrative Agent shall countersign such
certificate which shall be a confirmation that the requirements of this Section 15(h) are
discharged solely with respect to the Affected IP Collateral described on such
certificate. In any event, the Administrative Agent may from time to time at
reasonable intervals inquire as to the status of the Grantors’ progress in
complying with this Section 15(h).


 


Section 16.                                      Voting Rights; Dividends; Etc. (a) So long as no Event of Default
shall have occurred and be continuing:


 


(i)                                   Each Grantor shall be entitled to
exercise any and all voting and other consensual rights pertaining to the
Security Collateral of such Grantor or any part thereof; provided, however,
that such Grantor will not exercise or refrain from exercising any such right
if such action would have a material adverse effect on the value of the
Security Collateral or any part thereof.


 


(ii)                                Each Grantor shall be entitled to receive
and retain any and all dividends, interest and other distributions paid in
respect of the Security Collateral of such Grantor if and to the extent that
the payment thereof is not otherwise prohibited by the terms of the Loan
Documents; provided, however, that any and all


 


(A)                              dividends, interest and other
distributions paid or payable other than in cash in respect of, and instruments
and other property received, receivable or otherwise distributed in respect of,
or in exchange for, any Security Collateral,


 


(B)                                except in connection with transactions
permitted under Sections 7.04(a) and (b) of the Credit
Agreement, dividends and other distributions paid or payable other than in cash
in respect of any Security Collateral in connection with a partial or total
liquidation or dissolution or in connection with a reduction of capital,
capital surplus or paid-in-surplus and


 


(C)                                amounts paid, payable or otherwise
distributed other than in cash in respect of principal of, or in redemption of,
or in exchange for, any Security Collateral


 


shall be, and shall be
forthwith delivered to the Administrative Agent to hold as, Security Collateral
and shall, if received by such Grantor, be received in trust for the benefit of
the Administrative Agent, be segregated from the other property or funds of
such Grantor and be forthwith delivered to the Administrative Agent as Security
Collateral in the same form as so received (with any necessary indorsement).


 


(iii)                             The Administrative Agent will execute and deliver (or
cause to be executed and delivered) to each Grantor all such proxies and other
instruments as such Grantor may reasonably request for the purpose of enabling
such Grantor to exercise the voting and other rights that it is entitled to
exercise pursuant to paragraph (i) above and to


 


27

















 


receive the
dividends or interest payments that it is authorized to receive and retain
pursuant to paragraph (ii) above.


 


(b) Upon the
occurrence and during the continuance of an Event of Default and subject to any
applicable laws, rules and regulations or orders relating to national
security:


 


(i)                                     All rights of each Grantor (x) to
exercise or refrain from exercising the voting and other consensual rights that
it would otherwise be entitled to exercise pursuant to Section 16(a)(i) shall,
upon notice to such Grantor by the Administrative Agent, cease  and (y) to receive the dividends,
interest and other distributions that it would otherwise be authorized to
receive and retain pursuant to Section 16(a)(ii) shall
automatically cease, and all such rights shall thereupon become vested in the
Administrative Agent, which shall thereupon have the sole right to exercise or
refrain from exercising such voting and other consensual rights and to receive
and hold as Security Collateral such dividends, interest and other
distributions.


 


(ii)                                  All dividends, interest and other
distributions that are received by any Grantor contrary to the provisions of
paragraph (i) of this Section 16(b) shall be received in
trust for the benefit of the Administrative Agent, shall be segregated from
other funds of such Grantor and shall be forthwith paid over to the
Administrative Agent as Security Collateral in the same form as so received
(with any necessary indorsement).


 


(iii)                               The Administrative Agent shall be
authorized to send to each Securities Intermediary (as defined in and under any
Security Control Agreement) a Notice of Exclusive Control (as defined in and
under such Security Control Agreement).


 


Section 17.                                      As to the Assigned Agreements. 
(a)  Each Grantor will, except where the failure to do so is not
likely to have a Material Adverse Effect, perform and observe all terms and
provisions of the Assigned Agreements to be performed or observed by it, to the
extent it has the power to do so, maintain the Assigned Agreements to which it
is a party in full force and effect and enforce the Assigned Agreements to
which it is a party in accordance with the terms thereof.


 


(b) Each Grantor
hereby consents on its behalf and on behalf of its Subsidiaries to the
assignment and pledge to the Administrative Agent for benefit of the Secured
Parties of each Assigned Agreement to which it is a party by any other Grantor
hereunder.


 


Section 18.                                      Payments Under the Assigned Agreements. 
(a)  Upon the occurrence and during the continuation of a Specified
Default at the request of the Administrative Agent, each Grantor agrees to
instruct each other party to each Assigned Agreement (or such Assigned
Agreements as the Administrative Agent shall specify) to which it is a party
that all payments due or to become due under or in connection with such
Assigned Agreement will be made directly to the Collateral Account.


 


(b) All moneys
received or collected pursuant to subsection (a) above shall be
(i) released to the applicable Grantor on the terms set forth in Section 8
so long as no Specified Default shall have occurred and be continuing or
(ii) if any Event of Default shall have occurred and be continuing,
applied as provided in Section 24(b).


 


28

















 


Section 19.                                      As to Letter-of-Credit Rights. 
(a)  Each Grantor, by granting a security interest in its
Receivables consisting of letter-of-credit rights to the Administrative Agent,
intends to (and hereby does) assign to the Administrative Agent its rights
(including its contingent rights) to the proceeds of all Related Contracts
consisting of letters of credit of which it is or hereafter becomes a
beneficiary or assignee.  Upon the
occurrence and during the continuation of a Specified Default, at the request
of the Administrative Agent, each Grantor will promptly cause the issuer of
each letter of credit and each nominated person (if any) with respect thereto
to consent to such assignment of the proceeds thereof in substantially the form
of the Consent to Assignment of Letter of Credit Rights attached hereto as Exhibit G
or otherwise in form and substance satisfactory to the Administrative Agent and
deliver written evidence of such consent to the Administrative Agent.


 


(b) Upon the
occurrence of and during the continuance of a Specified Default, each Grantor
will, promptly upon request by the Administrative Agent, (i) notify (and
such Grantor hereby authorizes the Administrative Agent to notify) the issuer
and each nominated person with respect to each of the Related Contracts
consisting of letters of credit that the proceeds thereof have been assigned to
the Administrative Agent hereunder and any payments due or to become due in
respect thereof are to be made directly to the Administrative Agent or its
designee and (ii) arrange for the Administrative Agent to become the
transferee beneficiary of letter of credit.


 


Section 20.                                      Additional Shares. 
(a) Each Grantor agrees that it will (i) cause each issuer of
the Pledged Equity pledged by such Grantor not to issue any Equity Interests or
other securities in addition to or in substitution for the Pledged Equity
issued by such issuer, except to such Grantor or otherwise in accordance with
the terms of the Loan Documents, and (ii) except as set forth in Section 1(d)(iii),
pledge hereunder, immediately upon its acquisition (directly or indirectly)
thereof, any and all additional Equity Interests or other securities.


 


Section 21.                                      Administrative Agent Appointed
Attorney-in-Fact.
Each Grantor hereby irrevocably appoints the Administrative Agent such
Grantor’s attorney-in-fact from time to time upon the occurrence and during the
continuance of a Specified Default with full authority in the place and stead
of such Grantor and in the name of such Grantor or otherwise, in the
Administrative Agent’s discretion, to take any action and to execute any
instrument that the Administrative Agent may deem necessary or advisable to
accomplish the purposes of this Agreement, including, without limitation:


 


(a) to obtain
and adjust insurance required to be paid to the Administrative Agent pursuant
to Section 13,


 


(b) to ask
for, demand, collect, sue for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in respect
of any of the Collateral,


 


(c) to
receive, indorse and collect any drafts or other instruments, documents and
chattel paper, in connection with clause (a) or (b) above,
and


 


29

















 


(d) to file
any claims or take any action or institute any proceedings that the
Administrative Agent may deem necessary or desirable for the collection of any
of the Collateral or otherwise to enforce compliance with the terms and
conditions of any Assigned Agreement or the rights of the Administrative Agent
with respect to any of the Collateral.


 


Section 22.                                      Administrative Agent May Perform. 
If any Grantor fails to perform any agreement contained herein, the
Administrative Agent may, but without any obligation to do so and without
notice, itself perform, or cause performance of, such agreement, and the
expenses of the Administrative Agent incurred in connection therewith shall be
payable by such Grantor under Section 25.


 


Section 23.                                      The Administrative Agent’s Duties. (a) The powers conferred on the
Administrative Agent hereunder are solely to protect the Secured Parties’
interest in the Collateral and shall not impose any duty upon it in such
capacity to exercise any such powers. Except for the safe custody of any
Collateral in its possession and the accounting for moneys actually received by
it hereunder, the Administrative Agent shall have no duty as to any Collateral,
as to ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any Collateral,
whether or not any Secured Party has or is deemed to have knowledge of such matters,
or as to the taking of any necessary steps to preserve rights against any
parties or any other rights pertaining to any Collateral.  The Administrative Agent shall be deemed to
have exercised reasonable care in the custody and preservation of any Collateral
in its possession if such Collateral is accorded treatment substantially equal
to that which it accords its own property.


 


(b) Anything
contained herein to the contrary notwithstanding, the Administrative Agent may
from time to time, when the Administrative Agent deems it to be necessary,
appoint one or more subagents (each, a “Subagent”) for the Administrative Agent
hereunder with respect to all or any part of the Collateral. If the
Administrative Agent so appoints any Subagent with respect to any Collateral,
(i) the assignment and pledge of such Collateral and the security interest
granted in such Collateral by each Grantor hereunder shall be deemed for
purposes of this Security Agreement to have been made to such Subagent, in
addition to the Administrative Agent, for the ratable benefit of the Secured
Parties, as security for the Secured Obligations of such Grantor,
(ii) such Subagent shall automatically be vested, in addition to the
Administrative Agent, with all rights, powers, privileges, interests and
remedies of the Administrative Agent hereunder with respect to such Collateral,
and (iii) the term “Administrative Agent,” when used herein in relation to
any rights, powers, privileges, interests and remedies of the Administrative
Agent with respect to such Collateral, shall include such Subagent; provided,
however, that no such Subagent shall be authorized to take any action
with respect to any such Collateral unless and except to the extent expressly
authorized in writing by the Administrative Agent.


 


Section 24.                                      Remedies.   If any Event of Default shall have
occurred and be continuing:


 


(a) The
Administrative Agent may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it
(including any applicable laws, rules and regulations or orders relating
to national


 


30

















 


security), all the rights
and remedies of a secured party upon default under the UCC (whether or not the
UCC applies to the affected Collateral) and also may: (i) require each
Grantor to, and each Grantor hereby agrees that it will at its expense and upon
request of the Administrative Agent forthwith, assemble all or part of the
Collateral as directed by the Administrative Agent and make it available to the
Administrative Agent at a place and time to be designated by the Administrative
Agent that is reasonably convenient to both parties; (ii) without notice
except as specified below, sell the Collateral (subject to any applicable laws,
rules and regulations or orders relating to national security) or any part
thereof in one or more parcels at public or private sale, at any of the
Administrative Agent’s offices or elsewhere, for cash, on credit or for future
delivery, and upon such other terms as the Administrative Agent may deem
commercially reasonable; (iii) occupy any premises owned or leased by any
of the Grantors where the Collateral or any part thereof is assembled or
located for a reasonable period in order to effectuate its rights and remedies
hereunder or under law, without obligation to such Grantor in respect of such
occupation; and (iv) exercise any and all rights and remedies of any of
the Grantors under or in connection with the Collateral, or otherwise in respect
of the Collateral, including, without limitation, (A) any and all rights
of such Grantor to demand or otherwise require payment of any amount under, or
performance of any provision of, the Assigned Agreements, the Receivables
(subject in the case of Government Contract Claims, to Section 4(d)),
the Related Contracts and the other Collateral, (B) withdraw, or cause or
direct the withdrawal, of all funds with respect to the Account Collateral and
(C) exercise all other rights and remedies with respect to the Assigned
Agreements, the Receivables, the Related Contracts and the other Collateral,
including, without limitation, those set forth in Section 9-607 of
the UCC. Each Grantor agrees that, to the extent notice of sale shall be
required by law, at least ten days’ notice to such Grantor of the time and
place of any public sale or the time after which any private sale is to be made
shall constitute reasonable notification. 
The Administrative Agent shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given.  The Administrative Agent may adjourn any
public or private sale from time to time by announcement at the time and place
fixed therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned.


 


(b) Any cash
held by or on behalf of the Administrative Agent and all cash proceeds received
by or on behalf of the Administrative Agent in respect of any sale of,
collection from, or other realization upon all or any part of the Collateral
may, in the discretion of the Administrative Agent, be held by the
Administrative Agent as collateral for, and/or then or at any time thereafter
applied (after payment of any amounts payable to the Administrative Agent
pursuant to Section 25) in whole or in part by the Administrative
Agent for the ratable benefit of the Secured Parties against, all or any part
of the Secured Obligations, in the following manner:


 


(i)                                     first, paid to the Agents for any amounts then
owing to the Agents constituting fees, indemnities, expenses and other amounts
(other than principal and interest) or otherwise under the Loan Documents in
their capacities as such (including Attorney Costs and amounts payable under
Article III and Sections 10.04 and 10.05 of the Credit
Agreement) ratably in accordance with such respective amounts then owing to the
Agents;


 


31

















 


(ii)                                  second, paid to the Lenders for any amounts
then owing to the Lenders constituting fees, indemnities other amounts (other
than principal and interest) or otherwise under the Loan Documents (including
Attorney Costs and amounts payable under Article III and Sections 10.04
and 10.05 of the Credit Agreement) ratably in accordance with such
respective amounts then owing to the Lenders;


 


(iii)                               third, paid to the Lenders for any amounts
constituting accrued and unpaid interest on the Loans, L/C Borrowings and other
Obligations ratably in accordance with such respective amounts then owing to
the Lenders;


 


(iv)                              fourth, paid to the Lenders for any amounts
constituting unpaid principal on the Loans and the L/C Borrowings ratably in
accordance with such respective amounts then owing to the Lenders;


 


(v)                                 fifth, paid to the Administrative Agent for the accounts of the L/C Issuers
ratably in accordance with their interests, to Cash Collateralize that portion
of L/C Obligations comprised of the aggregate undrawn amount of Letters of
Credit of each such L/C Issuer; and


 


(vi)                              sixth, paid to the Agents and the other
Secured Parties for any amounts then owing to them under or in respect of the
Loan Documents constituting all other Obligations of the Loan Parties ratably
in accordance with such respective amounts owing to the Agents and the other
Secured Parties on such date.


 


Any surplus of such cash
or cash proceeds held by or on the behalf of the Administrative Agent and
remaining after payment in full of all the Secured Obligations shall be paid
over to the applicable Grantor or to whomsoever may be entitled to receive such
surplus by law (including any applicable laws, rules and regulations or
orders relating to national security).


 


(c) All
payments received by any Grantor under or in connection with any Assigned
Agreement or otherwise in respect of the Collateral shall be received in trust
for the benefit of the Administrative Agent, shall be segregated from other
funds of such Grantor and shall be forthwith paid over to the Administrative
Agent in the same form as so received (with any necessary indorsement).


 


(d) The
Administrative Agent may, without notice to any Grantor except as required by
law and at any time or from time to time, charge, set-off and otherwise apply
all or any part of the Secured Obligations against any funds held with respect
to the Account Collateral or in any other deposit account.


 


(e) In the
event of any sale or other disposition of any of the Intellectual Property
Collateral of any Grantor, the goodwill symbolized by any Trademarks subject to
such sale or other disposition shall be included therein, and such Grantor
shall supply to the Administrative Agent or its designee such Grantor’s
know-how and expertise, and documents and things relating to any Intellectual
Property Collateral subject to such sale


 


32

















 


or other disposition, and
such Grantor’s customer lists and other records and documents relating to such
Intellectual Property Collateral and to the manufacture, distribution,
advertising and sale of products and services of such Grantor.


 


(f) The
Administrative Agent may, at the Grantors’ expense, take such other actions as
may be necessary to collect any moneys due or to become under any Government
Contract.


 


(g) Anything
in this Agreement to the contrary notwithstanding, in the event that the
Administrative Agent, acting as authorized pursuant to this Agreement or any of
the Loan Documents, seeks to exercise any rights or remedies upon the
occurrence of an Event of Default that will require it to have access to
Collateral that constitutes information designated by a Governmental Party as
classified or which cannot be held by or disclosed to the Administrative Agent
under applicable laws, rules, regulations or orders relating to national
security (“Classified
Information”), (i) the Administrative Agent may only
exercise such rights or remedies to the extent that it can Dispose of such
Classified Information to any Person (an “Authorized Person”) that is permitted to hold
and have access to such Classified Information under applicable laws, rules,
regulations or orders relating to national security, and (ii) if the
Administrative Agent is unable to obtain a clearance or other governmental
approval required to have such access or to Dispose of such Classified
Information to an Authorized Person within a reasonable time after seeking to
exercise its remedies upon the occurrence of an Event of Default, each Grantor
shall Dispose of all Classified Information in compliance with the applicable
laws, rules regulations and orders and as the Administrative Agent may
direct, with the proceeds of such Disposition to constitute Collateral
hereunder and to be payable directly, to the extent permitted under any such
applicable laws, rules, regulations and orders relating to national security,
to the Administrative Agent for the benefit of the Secured Parties.


 


Section 25.                                      Indemnity and Expenses. 
Each Grantor agrees to indemnify, defend and save and hold harmless each
Secured Party and each of their Affiliates and their respective officers,
directors, employees, agents and advisors (each, an “Indemnified Party”)
from and against, and shall pay on demand, any and all claims, damages, losses,
liabilities and expenses (including, without limitation, fees and expenses of
counsel) that may be incurred by or asserted or awarded against any Indemnified
Party, in each case arising out of or in connection with or resulting from this
Agreement (including, without limitation, enforcement of this Agreement),
except to the extent such claim, damage, loss, liability or expense is found in
a final, non-appealable judgment by a court of competent jurisdiction to have
resulted from such Indemnified Party’s gross negligence or willful misconduct.


 


(b) Each Grantor
will within ten Business Days after demand therefor pay to the Administrative
Agent the amount of any and all expenses, including, without limitation, the
fees and expenses of its counsel and of any experts and agents, that the
Administrative Agent may incur in connection with (i) the administration
of this Agreement, (ii) the custody, preservation, use or operation of, or
the sale of, collection from or other realization upon, any of the Collateral
of such Grantor, (iii) the exercise or enforcement of any of the rights of
the Administrative Agent


 


33

















 


or the other Secured Parties hereunder or
(iv) the failure by such Grantor to perform or observe any of the
provisions hereof.


 


Section 26.                                      Amendments; Waivers; Additional Grantors;
Etc.  (a)  No amendment or waiver of any
provision of this Agreement, and no consent to any departure by any Grantor
herefrom, shall in any event be effective unless the same shall be in writing
and signed by the Administrative Agent, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given. No failure on the part of the Administrative Agent or any other
Secured Party to exercise, and no delay in exercising any right hereunder,
shall operate as a waiver thereof; nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof or the exercise
of any other right.


 


(b) Upon the
execution and delivery, or authentication, by any Person of a security
agreement supplement in substantially the form of Exhibit A hereto
(each, a “Security
Agreement Supplement”), (i) such Person shall be referred
to as an “Additional
Grantor” and shall be and become a Grantor hereunder, and each
reference in this Agreement and the other Loan Documents to “Grantor” shall
also mean and be a reference to such Additional Grantor, and each reference in
this Agreement and the other Loan Documents to “Collateral” shall also mean and
be a reference to the Collateral of such Additional Grantor, and (ii) the
supplemental schedules I-VII attached to each Security Agreement Supplement
shall be incorporated into and become a part of and supplement Schedules
I-VII, respectively, hereto, and the Administrative Agent may attach such
supplemental schedules to such Schedules; and each reference to such Schedules
shall mean and be a reference to such Schedules as supplemented pursuant to
each Security Agreement Supplement.


 


Section 27.                                      Notices and Other Communications;
Facsimile Copies.
(a) Unless otherwise expressly provided herein, all notices and other
communications provided for hereunder or under any other Loan Document shall be
in writing (including by facsimile transmission).  All such written notices shall be mailed
certified or registered mail, faxed or delivered to the applicable address,
facsimile number or (subject to Section 10.02(b) to the Credit
Agreement) electronic mail address, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:


 


(i)                                     if to the Borrower or the Administrative
Agent, to the address, facsimile number, electronic mail address or telephone
number specified for such Person on Schedule 10.02 of the Credit
Agreement or to such address, facsimile number, electronic mail address or
telephone number as shall be designated by such party in a notice to the other
parties and if to any Grantor other than the Borrower, to the address set forth
opposite such Grantor’s name on the signature pages hereto or on the
signature pages to the Security Agreement Supplement pursuant to which it
became a party hereto; and


 


(ii)                                  if to any other Secured Party, to the
address, facsimile number, electronic mail address or telephone number
specified in its Administrative Questionnaire or to such other address, facsimile
number, electronic mail address or telephone number as shall be designated by
such party in a notice to the Grantors or the Administrative Agent.


 


34

















 


Notices sent by hand or overnight courier service, or
mailed by certified or registered mail, shall be deemed to have been given when
received; notices sent by facsimile shall be deemed to have been given when
sent (except that, if not given during normal business for the recipient, shall
be deemed to have been given at the opening of business on the next business
day for the recipient). Notices delivered through electronic communications to
the extent provided in subsection (b) below shall be effective as
provided in such subsection (b).


 


(b) Notices and
other communications to the Administrative Agent hereunder may be delivered or
furnished by electronic communication (including electronic-mail and internet
or intranet websites) pursuant to procedures approved by the Administrative
Agent. The Administrative Agent or the Grantors may, in their discretion, agree
to accept notices and other communications hereunder by electronic
communications pursuant to procedures approved by them, provided that
approval of such procedures may be limited to particular notices or
communications.


 


(c) Loan Documents
may be transmitted and/or executed and delivered by facsimile. The
effectiveness of any such documents and signatures shall, subject to applicable
Law, have the same force and effect as manually-signed originals and shall be
binding on all Grantors and the Administrative Agent.  The Administrative Agent may also require
that any such documents and signatures be confirmed by a manually-signed
original thereof; provided, however, that the failure to request or deliver the
same shall not limit the effectiveness of any facsimile document or signature.


 


(d) The
Administrative Agent shall be entitled to rely and act upon any notices
purportedly given by or on behalf of the Grantors even if (i) such notices
were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or
(ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof.  The Grantors shall
indemnify each Indemnified Party from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Grantors.  All other communications with the Administrative
Agent may be recorded by the Administrative Agent, and each of the parties
hereto hereby consents to such recording.


 


(e)                                  Any party hereto may change its address,
telephone number, electronic mail address or facsimile number for notices and
other communications hereunder by notice to the other parties hereto as
provided in this Section 27.


 


Section 28.                                      Continuing Security Interest; Assignments
Under the Credit Agreement. This Agreement shall create a continuing security
interest in the Collateral and shall (a) remain in full force and effect
until the latest of (i) the payment in full in cash of the Secured
Obligations, (ii) the Maturity Date for the Revolving Credit Facility and
(iii) the termination, expiration or, if agreed by the applicable L/C
Issuer in its sole discretion, cash collateralization of all Letters of Credit
and all Secured Hedge Agreements, (b) be binding upon each Grantor, its
successors and assigns and (c) inure, together with the rights and
remedies of the Administrative Agent hereunder, to the benefit of the Secured
Parties and their respective successors, transferees and assigns. Without
limiting the generality of the foregoing clause (c), any Lender may
assign or otherwise transfer all or any portion of its rights and obligations
under the Credit Agreement


 


35

















 


(including, without limitation, all or any portion of
its Commitments, the Loans owing to it and the Note or Notes, if any, held by
it) to any other Person, and such other Person shall thereupon become vested with
all the benefits in respect thereof granted to such Lender Party herein or
otherwise, in each case as provided in Section 10.07 of the Credit
Agreement.


 


Section 29.                                      Release; Termination. (a) Upon any Disposition of any
item of Collateral of any Grantor in accordance with the terms of the Loan
Documents (other than sales of Inventory in the ordinary course of business,
which shall be automatically released), the Administrative Agent will, at such
Grantor’s expense, execute and deliver to such Grantor such documents as such
Grantor shall reasonably request to evidence the release of such item of
Collateral from the assignment and security interest granted hereby; provided,
however, that (i) at the time of such request and such release no
Event of Default shall have occurred and be continuing, (ii) such Grantor
shall have delivered to the Administrative Agent, a written request for release
describing the item of Collateral and the terms of the sale, lease, transfer or
other disposition in reasonable detail, including, without limitation, the
price thereof and any expenses in connection therewith, together with a form of
release for execution by the Administrative Agent and a certificate of such
Grantor to the effect that the transaction is in compliance with the Loan
Documents and as to such other matters as the Administrative Agent may
reasonably request, and (iii) the proceeds of any such sale, lease,
transfer or other disposition required to be applied, or any payment to be made
in connection therewith, in accordance with Section 2.05(b) of
the Credit Agreement shall, to the extent so required, be paid or made to, or
in accordance with the instructions of, the Administrative Agent when and as
required under Section 2.05(b) of the Credit Agreement.


 


(b)                                 Upon the latest of (i) the payment
in full in cash of the Secured Obligations, (ii) the Maturity Date and
(iii) the termination, expiration or, if agreed by the applicable L/C
Issuer in its sole discretion, cash collateralization of all Letters of Credit
and all Secured Hedge Agreements, the pledge and security interest granted
hereby shall terminate and all rights to the Collateral shall revert to the
applicable Grantor. Upon any such termination, the Administrative Agent will,
at the applicable Grantor’s expense, execute and deliver to such Grantor such
documents as such Grantor shall reasonably request to evidence such
termination.


 


Section 30.                                      Execution in Counterparts. 
This Agreement may be executed in any number of 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.  Delivery of an executed counterpart of a
signature page to this Agreement by telecopier shall be effective as
delivery of an original executed counterpart of this Agreement.


 


Section 31.                                      The Mortgages. If any of the Collateral hereunder is
also subject to a valid and enforceable Lien under the terms of any Mortgage
and the terms of such Mortgage are inconsistent with the terms of this Agreement,
then with respect to such Collateral, the terms of such Mortgage shall be
controlling in the case of fixtures and real estate leases, letting and
licenses of, and contracts and agreements relating to the lease of, real
property, and the terms of this Agreement shall be controlling in the case of
all other Collateral.


 


Section 32.                                      Governing Law. 
This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.


 


36

















 


REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK


 


37
















 


IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.


 


	
  Address for
  Notices:

  	
  ALLIANT
  TECHSYSTEMS INC.

  
	
  5050 Lincoln
  Drive

  	
   

  	
   

  
	
  Edina, MN
  55436-1097

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John L.
  Shroyer

  
	
   

  	
  Name:

  	
  John L.
  Shroyer

  
	
   

  	
  Title: 

  	
  Senior Vice
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith D.
  Ross

  
	
   

  	
  Name:

  	
  Keith D.
  Ross

  
	
   

  	
  Title:

  	
  Senior Vice
  President, Secretary and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for
  Notices:

  	
  AMMUNITION
  ACCESSORIES INC.

  
	
  5050 Lincoln
  Drive

  	
   

  	
   

  
	
  Edina, MN
  55436-1097

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John L.
  Shroyer

  
	
   

  	
  Name:

  	
  John L.
  Shroyer

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith D.
  Ross

  
	
   

  	
  Name:

  	
  Keith D.
  Ross

  
	
   

  	
  Title:

  	
  Chairman,
  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address for
  Notices:

  	
  ATK
  COMMERCIAL AMMUNITION COMPANY INC.

  
	
  5050 Lincoln
  Drive

  	
   

  	
   

  
	
  Edina, MN
  55436-1097

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John L.
  Shroyer

  
	
   

  	
  Name:

  	
  John L.
  Shroyer

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith D.
  Ross

  
	
   

  	
  Name:

  	
  Keith D.
  Ross

  
	
   

  	
  Title:

  	
  Chairman,
  Vice President and Secretary

  



 


38

















 


	
  Address for
  Notices:

  	
  ATK
  COMMERCIAL AMMUNITION HOLDINGS 

  
	
  5050 Lincoln
  Drive

  	
  COMPANY INC.

  
	
  Edina, MN
  55436-1097

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John L.
  Shroyer

  
	
   

  	
  Name:

  	
  John L.
  Shroyer

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith D.
  Ross

  
	
   

  	
  Name:

  	
  Keith D.
  Ross

  
	
   

  	
  Title:

  	
  Chairman,
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for
  Notices:

  	
  ATK LAUNCH
  SYSTEMS INC.

  
	
  5050 Lincoln
  Drive

  	
   

  	
   

  
	
  Edina, MN
  55436-1097

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John L.
  Shroyer

  
	
   

  	
  Name:

  	
  John L.
  Shroyer

  
	
   

  	
  Title: 

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith D.
  Ross

  
	
   

  	
  Name:

  	
  Keith D.
  Ross

  
	
   

  	
  Title: 

  	
  Chairman,
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for
  Notices:

  	
  ATK SPACE
  SYSTEMS INC.

  
	
  5050 Lincoln
  Drive

  	
   

  	
   

  
	
  Edina, MN
  55436-1097

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John L.
  Shroyer

  
	
   

  	
  Name:

  	
  John L.
  Shroyer

  
	
   

  	
  Title: 

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith D.
  Ross

  
	
   

  	
  Name:

  	
  Keith D.
  Ross

  
	
   

  	
  Title: 

  	
  Chairman,
  Vice President and Secretary

  



 


39

















 


	
  Address for
  Notices:

  	
  FEDERAL
  CARTRIDGE COMPANY

  
	
  5050 Lincoln
  Drive

  	
   

  	
   

  
	
  Edina, MN
  55436-1097

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John L.
  Shroyer

  
	
   

  	
  Name:

  	
  John L.
  Shroyer

  
	
   

  	
  Title: 

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith D.
  Ross

  
	
   

  	
  Name:

  	
  Keith D.
  Ross

  
	
   

  	
  Title: 

  	
  Chairman,
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for
  Notices:

  	
  MICRO CRAFT
  INC.

  
	
  5050 Lincoln
  Drive

  	
   

  	
   

  
	
  Edina, MN
  55436-1097

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John L.
  Shroyer

  
	
   

  	
  Name:

  	
  John L.
  Shroyer

  
	
   

  	
  Title: 

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith D.
  Ross

  
	
   

  	
  Name:

  	
  Keith D.
  Ross

  
	
   

  	
  Title: 

  	
  Chairman,
  Vice President and Secretary

  



 


40

















 


Schedule I to the


Security Agreement


 


CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION,
JURISDICTION OF ORGANIZATION AND ORGANIZATIONAL IDENTIFICATION NUMBER


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Jurisdiction

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Type of

  	
   

  	
  of

  	
   

  	
  Organizational

  
	
  Grantor

  	
   

  	
  Chief Executive Office

  	
   

  	
  Organization

  	
   

  	
  Organization

  	
   

  	
  I.D. No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alliant Techsystems Inc.

  	
   

  	
  5050 Lincoln Drive

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  2229551

  
	
   

  	
   

  	
  Edina, MN 55436-1097

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ammunition Accessories
  Inc.

  	
   

  	
  2299 Snake River Avenue

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  3457272

  
	
   

  	
   

  	
  Lewiston, ID 83501

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK Commercial

  	
   

  	
  5050 Lincoln Drive

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  3459049

  
	
  Ammunition Company Inc.

  	
   

  	
  Edina, MN 55436-1097

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK Commercial

  	
   

  	
  5050 Lincoln Drive

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  4079980

  
	
  Ammunition Holdings

  	
   

  	
  Edina, MN 55436-1097

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Company Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK Launch Systems Inc.

  	
   

  	
  9160 North Hwy 83

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  0726206

  
	
   

  	
   

  	
  Corinne, UT 84307

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK Space Systems Inc.

  	
   

  	
  Park Plaza 2, Suite 350

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  2302726

  
	
   

  	
   

  	
  2150 South 1300 East

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Salt Lake City, UT 84106

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Federal Cartridge Company

  	
   

  	
  900 Ehlen Drive

  	
   

  	
  Corporation

  	
   

  	
  Minnesota

  	
   

  	
  611-AA

  
	
   

  	
   

  	
  Anoka, MN 55303

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Micro Craft Inc.

  	
   

  	
  207 Big Springs Avenue

  	
   

  	
  Corporation

  	
   

  	
  Minnesota

  	
   

  	
  2125905-2

  
	
   

  	
   

  	
  PO Box 370

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tullahoma, TN 37388

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Alliant Techsystems Inc. Amended and Restated Security Agreement


 


41

















 


Schedule II to the


Security Agreement


 


PLEDGED
EQUITY AND PLEDGED DEBT


 


Part I - Pledged Equity


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  of

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Class of Equity

  	
   

  	
   

  	
   

  	
  Certificate

  	
   

  	
  Number

  	
   

  	
  Outstanding

  	
   

  
	
  Grantor

  	
   

  	
  Issuer

  	
   

  	
  Interest

  	
   

  	
  Par Value

  	
   

  	
  No(s)

  	
   

  	
  of Shares

  	
   

  	
  Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alliant Techsystems Inc.

  	
   

  	
  ATK Launch Systems Inc.

  	
   

  	
  Common

  	
   

  	
  $

  	
  0.01

  	
   

  	
  6

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alliant Techsystems Inc.

  	
   

  	
  ATK Commercial Ammunition
  Holdings Company Inc.

  	
   

  	
  Common

  	
   

  	
  $

  	
  0.01

  	
   

  	
  1

  	
   

  	
  1,000

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK Commercial Ammunition
  Holdings Company Inc.

  	
   

  	
  ATK Commercial Ammunition
  Company Inc.

  	
   

  	
  Common

  	
   

  	
  $

  	
  0.01

  	
   

  	
  004

  	
   

  	
  1,000

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK Commercial Ammunition
  Company Inc.

  	
   

  	
  Federal Cartridge Company

  	
   

  	
  Common

  	
   

  	
  $

  	
  0.01

  	
   

  	
  5

  	
   

  	
  99

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK Commercial Ammunition
  Company Inc.

  	
   

  	
  Ammunition Accessories
  Inc.

  	
   

  	
  Common

  	
   

  	
  $

  	
  0.01

  	
   

  	
  2

  	
   

  	
  1,000

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alliant Techsystems Inc.

  	
   

  	
  Micro Craft Inc.

  	
   

  	
  Common

  	
   

  	
  $

  	
  0.01

  	
   

  	
  1

  	
   

  	
  1,000

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alliant Techsystems Inc.

  	
   

  	
  ATK Space Systems Inc.

  	
   

  	
  Common

  	
   

  	
  $

  	
  0.01

  	
   

  	
  2

  	
   

  	
  1,000

  	
   

  	
  100

  	
  %

  



 


Alliant Techsystems Inc. Amended and Restated Security Agreement


 


42

















 


Part II
— Pledged Debt


 


	
   

  	
   

  	
  Debt

  	
   

  	
  Description of

  	
   

  	
   

  
	
  Grantor

  	
   

  	
  Issuer

  	
   

  	
  Debt

  	
   

  	
  Final Maturity

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alliant Techsystems Inc.

  	
   

  	
  ATK Launch Systems Inc.

  	
   

  	
  Intercompany Note

  	
   

  	
  Payable on Demand

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alliant Techsystems Inc.

  	
   

  	
  ATK Commercial Ammunition
  Holdings Company Inc.

  	
   

  	
  Intercompany Note

  	
   

  	
  Payable on Demand

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alliant Techsystems Inc.

  	
   

  	
  ATK Commercial Ammunition
  Company Inc.

  	
   

  	
  Intercompany Note

  	
   

  	
  Payable on Demand

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alliant Techsystems Inc.

  	
   

  	
  Federal Cartridge Company

  	
   

  	
  Intercompany Note

  	
   

  	
  Payable on Demand

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alliant Techsystems Inc.

  	
   

  	
  Ammunition Accessories
  Inc.

  	
   

  	
  Intercompany Note

  	
   

  	
  Payable on Demand

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alliant Techsystems Inc.

  	
   

  	
  Micro Craft Inc.

  	
   

  	
  Intercompany Note

  	
   

  	
  Payable on Demand

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alliant Techsystems Inc.

  	
   

  	
  ATK Space Systems Inc.

  	
   

  	
  Intercompany Note

  	
   

  	
  Payable on Demand

  



 


43
















 


Schedule III to the


Security Agreement


 


CHANGES IN NAME, LOCATION, ETC.


 


Changes in
the Grantor’s Name (including new grantor with a new name and names associated
with all predecessors in interest of the Grantor)


 


	
  Name

  	
   

  	
  Date

  	
   

  	
  Event

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alliant
  Techsystems Inc.

  	
   

  	
  March 1,
  2005

  	
   

  	
  Effective
  date of merger with ATK International Sales Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  January 2,
  2006

  	
   

  	
  Effective
  date of merger with Alliant Holdings LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  January 30,
  2006

  	
   

  	
  Effective
  date of merger with ATK Elkton LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  April 1,
  2006

  	
   

  	
  Effective
  date of merger with ATK Ordnance and Ground Systems LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  May 1,
  2006

  	
   

  	
  Effective
  date of merger with ATK Tactical Systems Company LLC and Alliant Ammunition
  Systems Company LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  July 3,
  2006

  	
   

  	
  Effective
  date of merger with ATK Missile Systems Company LLC; GASL, Inc.; and
  Alliant Lake City Small Caliber Ammunition Company LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  July 31,
  2006

  	
   

  	
  Effective
  date of merger with Alliant Ammunition and Powder Company LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  September 29,
  2006

  	
   

  	
  Effective
  date of merger with Mission Research Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ammunition
  Accessories Inc.

  	
   

  	
  N/A

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK
  Commercial Ammunition Company Inc.

  	
   

  	
  N/A

  	
   

  	
  N/A

  



 


Alliant Techsystems Inc. Amended and Restated Security Agreement


 


44

















 


	
  Name

  	
   

  	
  Date

  	
   

  	
  Event

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK
  Commercial Ammunition Holdings Company Inc.

  	
   

  	
  December 19,
  2005

  	
   

  	
  Incorporated
  in Delaware as ATK Commercial Ammunition Holdings Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  December 27,
  2005

  	
   

  	
  Effective
  date of name change to: ATK Commercial Ammunition Holdings Company Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK Launch Systems
  Inc.

  	
   

  	
  April 1,
  2004

  	
   

  	
  ATK
  Aerospace Company Inc. changed its name to ATK Thiokol Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  November 7,
  2004

  	
   

  	
  Effective
  date of merger with Thiokol Technologies International, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  October 6,
  2006

  	
   

  	
  Effective date
  of name change to ATK Launch Systems Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK Space
  Systems Inc.

  	
   

  	
  October 3,
  2005

  	
   

  	
  Effective
  date of name change from Pressure Systems, Inc. to ATK Space Systems
  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  January 13,
  2006

  	
   

  	
  Effective
  date of merger with AEC — Able Engineering Company, Inc. and Programmed Composites
  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  April 1,
  2006

  	
   

  	
  Effective
  date of merger with Alliant Southern Composites Company LLC and Composite
  Optics, Incorporated

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Federal
  Cartridge Company

  	
   

  	
  N/A

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Micro Craft
  Inc.

  	
   

  	
  December 7,
  2006

  	
   

  	
  Incorporated
  in Minnesota as Micro Craft Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  January 8,
  2007

  	
   

  	
  Merged with
  Micro Craft Inc. (a Tennessee corporation)

  



 


Changes in
the Grantor’s Location


 


See below.


 


Changes in
the Grantor’s Chief Executive Office


 


ATK Space Systems Inc. moved
from Commerce, CA to Park Plaza 2, Suite 350, 2150 South 1300 East, Salt
Lake City, UT 84106 in 2006.


 


45

















 


Changes in
the Location of Equipment and Inventory


 


No changes to material
locations other than additions or deletions through acquisitions or
divestitures.


 


Changes in
the Place Where Agreements are Maintained


 


See changes in chief
executive offices.


 


Changes in
the Type of Organization


 


None.


 


Changes in
the Jurisdiction of Organization


 


Micro Craft Inc.
redomesticated from TN to MN via a merger with identically-named MN
corporation.


 


Changes in
the Organizational Identification Number


 


None.


 


46

















 


Schedule IV to the


Security Agreement


 


INTELLECTUAL PROPERTY


 


I.
Patents


 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bearing System With
  Redundant Race

  	
   

  	
  USA

  	
   

  	
  4761084

  	
   

  	
  02-Aug-1988

  	
   

  	
  07/068564

  	
   

  	
  30-Jun-1987

  	
   

  	
  AEC-Able Engineering Co.,
  Inc.

  
	
  Head End Control and
  Steering  System: Using a
  Forward End Maneuvering Gas
  Generator

  	
   

  	
  USA

  	
   

  	
  4817377

  	
   

  	
  04-Apr-1989

  	
   

  	
  07/047755

  	
   

  	
  07-May-1987

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Rocket Propelled Vehicle
  Forward  End Control
  Method and Apparatus

  	
   

  	
  USA

  	
   

  	
  4819426

  	
   

  	
  11-Apr-1989

  	
   

  	
  07/047760

  	
   

  	
  08-May-1987

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Bearing System With
  Redundant  Race

  	
   

  	
  USA

  	
   

  	
  4834561

  	
   

  	
  30-May-1989

  	
   

  	
  07/195943

  	
   

  	
  19-May-1988

  	
   

  	
  AEC-Able  Engineering Co., Inc.

  
	
  Turns-To-Arm Sensor

  	
   

  	
  USA

  	
   

  	
  4848234

  	
   

  	
  18-Jul-1989

  	
   

  	
  07/177555

  	
   

  	
  04-Apr-1988

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Self Sterilizing Safe-Arm
  Device  With Arm/Fire
  Feature

  	
   

  	
  USA

  	
   

  	
  4854239

  	
   

  	
  08-Aug-1989

  	
   

  	
  07/256445

  	
   

  	
  12-Oct-1988

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Variable Mass Flow Rate
  Solid  Propellant Grain

  	
   

  	
  USA

  	
   

  	
  4856276

  	
   

  	
  15-Aug-1989

  	
   

  	
  07/062531

  	
   

  	
  12-Jun-1987

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Power Relay/Safing Device
  For a  Fuze System

  	
   

  	
  USA

  	
   

  	
  4858530

  	
   

  	
  22-Aug-1989

  	
   

  	
  07/189552

  	
   

  	
  02-May-1988

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Cased Telescoped Ammunition
  Round For a Fin-Stablized
  Projectile

  	
   

  	
  USA

  	
   

  	
  4858533

  	
   

  	
  22-Aug-1989

  	
   

  	
  07/190908

  	
   

  	
  06-May-1988

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Multi-Cell, Vacuum
  Activated  Deferred
  Action Battery

  	
   

  	
  USA

  	
   

  	
  4861686

  	
   

  	
  29-Aug-1989

  	
   

  	
  07/265305

  	
   

  	
  31-Oct-1988

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Ignition Modifying Overcoat
  For  Deterrent-Coated
  Smokeless Propellant

  	
   

  	
  USA

  	
   

  	
  4886560

  	
   

  	
  12-Dec-1989

  	
   

  	
  07/290775

  	
   

  	
  28-Dec-1988

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Firearm Loading Mechanism
  For an  Automated Cannon

  	
   

  	
  USA

  	
   

  	
  4889031

  	
   

  	
  26-Dec-1989

  	
   

  	
  07/131562

  	
   

  	
  11-Dec-1987

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Lubricating Die For
  Cartridge  Reloader

  	
   

  	
  USA

  	
   

  	
  4890534

  	
   

  	
  02-Jan-1990

  	
   

  	
  07/318008

  	
   

  	
  02-Mar-1989

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Modified Propellant
  Increments For  Short
  Range Training Round Propulsion
  System

  	
   

  	
  USA

  	
   

  	
  4898097

  	
   

  	
  06-Feb-1990

  	
   

  	
  07/317889

  	
   

  	
  02-Mar-1989

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Cartridge Magazine Having A
  Single  Piece Magazine
  Head

  	
   

  	
  USA

  	
   

  	
  4901463

  	
   

  	
  20-Feb-1990

  	
   

  	
  07/116035

  	
   

  	
  29-Oct-1987

  	
   

  	
  Alliant  Techsystems Inc.

  



 


Alliant Techsystems Inc. Amended and Restated Security Agreement


 


47

















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cased Telescoped Ammunition
  Having Features Augmenting Cartridge Case Dimensional Recovery By Center Sleeve

  	
   

  	
  USA

  	
   

  	
  4907510

  	
   

  	
  13-Mar-1990

  	
   

  	
  07/154416

  	
   

  	
  10-Feb-1988

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Thermoplastic
  Elastomer-Based Low  Vulnerability
  Ammunition Gun Propellants

  	
   

  	
  USA

  	
   

  	
  4919737

  	
   

  	
  24-Apr-1990

  	
   

  	
  07/294321

  	
   

  	
  06-Jan-1989

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Selectable Lightweight
  Attack  Munition

  	
   

  	
  USA

  	
   

  	
  4920884

  	
   

  	
  01-May-1990

  	
   

  	
  07/256437

  	
   

  	
  13-Oct-1988

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Deployable Membrane Shell
  Reflector

  	
   

  	
  USA

  	
   

  	
  4926181

  	
   

  	
  15-May-1990

  	
   

  	
  07/237160

  	
   

  	
  26-Aug-1988

  	
   

  	
  Composite  Optics, Incorporated

  
	
  Safety Locking Pull Ring 

  	
   

  	
  USA

  	
   

  	
  4926750

  	
   

  	
  22-May-1990

  	
   

  	
  07/256444

  	
   

  	
  12-Oct-1988

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Variable Orifice Diverter
  Valve 

  	
   

  	
  USA

  	
   

  	
  4930541

  	
   

  	
  05-Jun-1990

  	
   

  	
  07/308497

  	
   

  	
  10-Feb-1989

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Method For Making a
  Composite  Component
  Using a Traverse Tape

  	
   

  	
  USA

  	
   

  	
  4938824

  	
   

  	
  03-Jul-1990

  	
   

  	
  07/006411

  	
   

  	
  23-Jan-1987

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Method And Apparatus For
  Orienting  and Loading
  Cartridges

  	
   

  	
  USA

  	
   

  	
  4939862

  	
   

  	
  10-Jul-1990

  	
   

  	
  07/117247

  	
   

  	
  05-Nov-1987

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Preceramic
  Metallopolysilanes 

  	
   

  	
  USA

  	
   

  	
  4945072

  	
   

  	
  31-Jul-1990

  	
   

  	
  07/457120

  	
   

  	
  11-Dec-1989

  	
   

  	
  COI Ceramics,  Inc.

  
	
  Primer Composition 

  	
   

  	
  USA

  	
   

  	
  4963201

  	
   

  	
  16-Oct-1990

  	
   

  	
  07/463234

  	
   

  	
  10-Jan-1990

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Puller Sabot For Long Rod
  Projectiles

  	
   

  	
  USA

  	
   

  	
  4967668

  	
   

  	
  06-Nov-1990

  	
   

  	
  07/495506

  	
   

  	
  19-Mar-1990

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Relatchable Launch
  Restraint  Mechanism For
  Deployable Booms

  	
   

  	
  USA

  	
   

  	
  4969301

  	
   

  	
  13-Nov-1990

  	
   

  	
  07/365947

  	
   

  	
  14-Jun-1989

  	
   

  	
  AEC-Able  Engineering Co., Inc.

  
	
  Composite Propellants
  Containing  Copper
  Compounds As Ballistic Modifiers

  	
   

  	
  USA

  	
   

  	
  4971640

  	
   

  	
  20-Nov-1990

  	
   

  	
  07/390515

  	
   

  	
  04-Aug-1989

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Thermoplastic
  Elastomer-Based Low  Vulnerability
  Ammunition Gun Propellants

  	
   

  	
  USA

  	
   

  	
  4976794

  	
   

  	
  11-Dec-1990

  	
   

  	
  07/229032

  	
   

  	
  05-Aug-1988

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Self-Sterilizing
  Fire-On-The-Fly Bi-Stable Safe and Arm Device

  	
   

  	
  USA

  	
   

  	
  4986184

  	
   

  	
  22-Jan-1991

  	
   

  	
  07/426923

  	
   

  	
  26-Oct-1989

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Cationic Polymerization of
  Cyclic  Ethers

  	
   

  	
  USA

  	
   

  	
  4988797

  	
   

  	
  29-Jan-1991

  	
   

  	
  07/323588

  	
   

  	
  14-Mar-1989

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Acoustic Alert Signal
  Processor 

  	
   

  	
  USA

  	
   

  	
  5007032

  	
   

  	
  09-Apr-1991

  	
   

  	
  07/535267

  	
   

  	
  08-Jun-1990

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Rocket Motor Insulation and
  Like  Made With Thin
  Tacky Ribbon

  	
   

  	
  USA

  	
   

  	
  5007343

  	
   

  	
  16-Apr-1991

  	
   

  	
  07/164319

  	
   

  	
  04-Mar-1988

  	
   

  	
  Alliant  Techsystems Inc.

  



 


48

















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chemorheologically Tailored
  Matrix  Resin
  Formulations and Their Use in Making
  Pre-impregnated Fibers and in
  Fabricating Composite Parts

  	
   

  	
  USA

  	
   

  	
  5011721

  	
   

  	
  30-Apr-1991

  	
   

  	
  07/422989

  	
   

  	
  16-Oct-1989

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Interleaved Center and Edge
  Fed  Comb Arrays

  	
   

  	
  USA

  	
   

  	
  5017931

  	
   

  	
  21-May-1991

  	
   

  	
  07/292024

  	
   

  	
  15-Dec-1988

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Piezoelectric Crystal
  Powered  Ignition Device

  	
   

  	
  USA

  	
   

  	
  5022324

  	
   

  	
  11-Jun-1991

  	
   

  	
  07/362125

  	
   

  	
  06-Jun-1989

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Composite Mandrel Joints 

  	
   

  	
  USA

  	
   

  	
  5022845

  	
   

  	
  11-Jun-1991

  	
   

  	
  07/343453

  	
   

  	
  25-Apr-1989

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Adjustment of Zero Spring
  Rate  Suspensions

  	
   

  	
  USA

  	
   

  	
  5024111

  	
   

  	
  18-Jun-1991

  	
   

  	
  07/428395

  	
   

  	
  18-Jun-1991

  	
   

  	
  AEC-Able  Engineering Co., Inc.

  
	
  Radiation Curable Rocket
  Motor  Liner For Case
  Bonded Solid Propellant

  	
   

  	
  USA

  	
   

  	
  5031539

  	
   

  	
  16-Jul-1991

  	
   

  	
  07/467728

  	
   

  	
  19-Jan-1990

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Method and Hardware For
  Controlled Aerodynamic
  Dispersion of Organic
  Filamentary Materials

  	
   

  	
  USA

  	
   

  	
  5033385

  	
   

  	
  23-Jul-1991

  	
   

  	
  07/440563

  	
   

  	
  20-Nov-1989

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Filament Winding System 

  	
   

  	
  USA

  	
   

  	
  5045147

  	
   

  	
  03-Sep-1991

  	
   

  	
  07/275313

  	
   

  	
  23-Nov-1988

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Manufacturing Thin Wall
  Steel  Cartridge Cases

  	
   

  	
  USA

  	
   

  	
  5048162

  	
   

  	
  17-Sep-1991

  	
   

  	
  07/612532

  	
   

  	
  13-Nov-1990

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Main Propellant Ignition
  Liner For  Cased
  Telescoped Ammunition 

  	
   

  	
  USA

  	
   

  	
  5048422

  	
   

  	
  17-Sep-1991

  	
   

  	
  07/580391

  	
   

  	
  10-Sep-1990

  	
   

  	
  Alliant  Techsystems Inc.  

  
	
  Infrared Illuminant and
  Pressing  Method

  	
   

  	
  USA

  	
   

  	
  5056435

  	
   

  	
  15-Oct-1991

  	
   

  	
  07/443658

  	
   

  	
  29-Nov-1989

  	
   

  	
  Alliant Techsystems  Inc.  

  
	
  Gas Generator Ventable at a
  High  Temperature for
  Hazard Reduction

  	
   

  	
  USA

  	
   

  	
  5060470

  	
   

  	
  29-Oct-1991

  	
   

  	
  07/526884

  	
   

  	
  22-May-1990

  	
   

  	
  Alliant Techsystems  Inc.

  
	
  Cased Telescoped Ammunition
  Round

  	
   

  	
  USA

  	
   

  	
  5067408

  	
   

  	
  26-Nov-1991

  	
   

  	
  07/524619

  	
   

  	
  17-May-1990

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Cased Telescoped Ammunition
  Round

  	
   

  	
  USA

  	
   

  	
  5069137

  	
   

  	
  03-Dec-1991

  	
   

  	
  07/524605

  	
   

  	
  17-May-1990

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Diaminoglyoxime And  Diaminofurazan In Propellants Based On Ammonium Perchlorate

  	
   

  	
  USA

  	
   

  	
  5071495

  	
   

  	
  10-Dec-1991

  	
   

  	
  07/537658

  	
   

  	
  14-Jun-1990

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Preparation of
  Substantially  Crystalline
  Silicone Carbide Fibers From
  Polycarbosilane

  	
   

  	
  USA

  	
   

  	
  5071600

  	
   

  	
  10-Dec-1991

  	
   

  	
  07/471997

  	
   

  	
  16-Jan-1990

  	
   

  	
  COI Ceramics,  Inc.

  
	
  Bisphenol and Neopentyl
  Glycol  Diglycidyl Ethers
  With Glycidyl Methacrylate
  Copolymer

  	
   

  	
  USA

  	
   

  	
  5075356

  	
   

  	
  24-Dec-1991

  	
   

  	
  07/613421

  	
   

  	
  15-Nov-1990

  	
   

  	
  Alliant  Techsystems Inc.

  



 


49

















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ammunition Data
  Transmission  System

  	
   

  	
  USA

  	
   

  	
  5078051

  	
   

  	
  07-Jan-1992

  	
   

  	
  07/655071

  	
   

  	
  14-Feb-1991

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Method of Manufacturing a
  Hollow  Point Bullet

  	
   

  	
  USA

  	
   

  	
  5079814

  	
   

  	
  14-Jan-1992

  	
   

  	
  07/613281

  	
   

  	
  13-Nov-1990

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Target Tracking System For
  Determining Bearing of a Target

  	
   

  	
  USA

  	
   

  	
  5095467

  	
   

  	
  10-Mar-1992

  	
   

  	
  07/582571

  	
   

  	
  14-Sep-1990

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Process For Creating High
  Strength  Tubing With
  Isotropic Mechanical Properties

  	
   

  	
  USA

  	
   

  	
  5106431

  	
   

  	
  21-Apr-1992

  	
   

  	
  07/612418

  	
   

  	
  13-Nov-1990

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Rocket Motor Insulation and
  Like  Made With Thin
  Tacky Ribbon

  	
   

  	
  USA

  	
   

  	
  5117757

  	
   

  	
  02-Jun-1992

  	
   

  	
  07/468302

  	
   

  	
  22-Jan-1990

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Focal Plane Array Seeker
  For  Projectiles

  	
   

  	
  USA

  	
   

  	
  5129595

  	
   

  	
  14-Jul-1992

  	
   

  	
  07/725196

  	
   

  	
  03-Jul-1991

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Optical Detection Device

  	
   

  	
  USA

  	
   

  	
  5142985

  	
   

  	
  01-Sep-1992

  	
   

  	
  07/532778

  	
   

  	
  04-Jun-1990

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Bandpass Filter
  Demodulation For  FM-CW
  Systems

  	
   

  	
  USA

  	
   

  	
  5150124

  	
   

  	
  22-Sep-1992

  	
   

  	
  07/674010

  	
   

  	
  25-Mar-1991

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Deployable/Retractable Mast
  Independently Rotatable When Deployed

  	
   

  	
  USA

  	
   

  	
  5154027

  	
   

  	
  13-Oct-1992

  	
   

  	
  07/758266

  	
   

  	
  26-Aug-1991

  	
   

  	
  AEC-Able  Engineering Co., Inc.

  
	
  Voltage Controlled
  Oscillator

  	
   

  	
  USA

  	
   

  	
  5159346

  	
   

  	
  27-Oct-1992

  	
   

  	
  07/712931

  	
   

  	
  10-Jun-1991

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Polycrystalline Silicon
  Carbide  Fibers

  	
   

  	
  USA

  	
   

  	
  5162269

  	
   

  	
  10-Nov-1992

  	
   

  	
  07/729768

  	
   

  	
  15-Jul-1991

  	
   

  	
  COI Ceramics,  Inc.

  
	
  Isotactic Poly(glycidyl
  Nitrate) and  Synthesis
  Thereof

  	
   

  	
  USA

  	
   

  	
  5162494

  	
   

  	
  10-Nov-1992

  	
   

  	
  07/609198

  	
   

  	
  05-Nov-1990

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Annular Spinning Parachute

  	
   

  	
  USA

  	
   

  	
  5174527

  	
   

  	
  29-Dec-1992

  	
   

  	
  07/580244

  	
   

  	
  10-Sep-1990

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Fuzing System For Tandem
  Demolition Warheads

  	
   

  	
  USA

  	
   

  	
  5198615

  	
   

  	
  30-Mar-1993

  	
   

  	
  07/856531

  	
   

  	
  24-Mar-1992

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Autonomous Acoustic
  Detonation  Device

  	
   

  	
  USA

  	
   

  	
  5202532

  	
   

  	
  13-Apr-1993

  	
   

  	
  07/747393

  	
   

  	
  16-Aug-1991

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Dynamic Infrared Scene
  Display

  	
   

  	
  USA

  	
   

  	
  5214292

  	
   

  	
  25-May-1993

  	
   

  	
  07/745601

  	
   

  	
  14-Aug-1991

  	
   

  	
  Mission  Research Corporation

  
	
  Lead-Free Primed Rimfire
  Cartridge

  	
   

  	
  USA

  	
   

  	
  5216199

  	
   

  	
  01-Jun-1993

  	
   

  	
  07/726588

  	
   

  	
  08-Jul-1991

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Intermittently and
  Reversibly  Operable Hot
  Wax Energized Hinge

  	
   

  	
  USA

  	
   

  	
  5222277

  	
   

  	
  29-Jun-1993

  	
   

  	
  07/860788

  	
   

  	
  31-Mar-1992

  	
   

  	
  AEC-Able  Engineering Co., Inc.

  
	
  Solid Propellant Rocket
  Motor Case  For
  Insensitive Munitions Requirements

  	
   

  	
  USA

  	
   

  	
  5228285

  	
   

  	
  20-Jul-1993

  	
   

  	
  07/843068

  	
   

  	
  02-Mar-1992

  	
   

  	
  Alliant  Techsystems Inc.

  



 


50

















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Low Cost Hermetically
  Sealed  Semiconductor
  Bridge (SCB) Squib Forhigh
  Volume Production

  	
   

  	
  USA

  	
   

  	
  5230287

  	
   

  	
  27-Jul-1993

  	
   

  	
  07/686187

  	
   

  	
  16-Apr-1991

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Filament Wound Threaded
  Tube  Connection

  	
   

  	
  USA

  	
   

  	
  5233737

  	
   

  	
  10-Aug-1993

  	
   

  	
  07/782954

  	
   

  	
  25-Oct-1991

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Method and Apparatus For
  Time  Setting Ballistic
  Fuzes

  	
   

  	
  USA

  	
   

  	
  5241892

  	
   

  	
  07-Sep-1993

  	
   

  	
  07/386258

  	
   

  	
  28-Jul-1989

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Isotactic Poly(glycidyl
  Nitrate) and  Synthesis
  Thereof

  	
   

  	
  USA

  	
   

  	
  5264596

  	
   

  	
  23-Nov-1993

  	
   

  	
  07/928716

  	
   

  	
  13-Aug-1992

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Magnetic Sabot Release Sensor
  (For Second Environment Safety)

  	
   

  	
  USA

  	
   

  	
  5265539

  	
   

  	
  30-Nov-1993

  	
   

  	
  07/901392

  	
   

  	
  19-Jun-1992

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Module For an Articulated
  Stowable  and Deployable
  Mast

  	
   

  	
  USA

  	
   

  	
  5267424

  	
   

  	
  07-Dec-1993

  	
   

  	
  07/866029

  	
   

  	
  09-Apr-1992

  	
   

  	
  AEC-Able  Engineering Co., Inc.

  
	
  Surfactant Stabilized
  Nitroglycerin  Emulsion

  	
   

  	
  USA

  	
   

  	
  5268046

  	
   

  	
  07-Dec-1993

  	
   

  	
  07/930128

  	
   

  	
  14-Aug-1992

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Preparation of
  Substantially  Polycrystalline
  Silicon Carbide Fibers From
  Methylpolydisilylazanes

  	
   

  	
  USA

  	
   

  	
  5268336

  	
   

  	
  07-Dec-1993

  	
   

  	
  07/539265

  	
   

  	
  18-Jun-1990

  	
   

  	
  COI Ceramics,  Inc.

  
	
  Electro-Mechanical Base
  Element  Fuze

  	
   

  	
  USA

  	
   

  	
  5271327

  	
   

  	
  21-Dec-1993

  	
   

  	
  07/901381

  	
   

  	
  19-Jun-1992

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Chlorine-Free Solid Rocket
  Propellant for Space Boosters

  	
   

  	
  USA

  	
   

  	
  5271778

  	
   

  	
  21-Dec-1993

  	
   

  	
  07/816357

  	
   

  	
  27-Dec-1991

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Differential Polarization
  Ladar 

  	
   

  	
  USA

  	
   

  	
  5272351

  	
   

  	
  21-Dec-1993

  	
   

  	
  07/819283

  	
   

  	
  13-Jan-1992

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Ribbonizing Method For
  Selectively  Heating A
  Respective One of A Plurality
  of Fiber Tows

  	
   

  	
  USA

  	
   

  	
  5273602

  	
   

  	
  28-Dec-1993

  	
   

  	
  07/956122

  	
   

  	
  02-Oct-1992

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Gun Launched Non-Spinning
  Safety  and Arming
  Mechanism

  	
   

  	
  USA

  	
   

  	
  5275107

  	
   

  	
  04-Jan-1994

  	
   

  	
  07/901113

  	
   

  	
  19-Jun-1992

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Optical Detection Device 

  	
   

  	
  USA

  	
   

  	
  5277113

  	
   

  	
  11-Jan-1994

  	
   

  	
  07/900804

  	
   

  	
  25-Jan-1991

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Preparation of
  Polycrystalline  Ceramic
  Fibers

  	
   

  	
  USA

  	
   

  	
  5279780

  	
   

  	
  18-Jan-1994

  	
   

  	
  07/918736

  	
   

  	
  22-Jul-1992

  	
   

  	
  COI Ceramics,  Inc.

  
	
  Composite/metal Hybrid
  Rocket  Motor Case And
  Methods For Manufacturing

  	
   

  	
  USA

  	
   

  	
  5280706

  	
   

  	
  25-Jan-1994

  	
   

  	
  07/903852

  	
   

  	
  25-Jun-1992

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Fiber Placement Delivery
  System With Modular Cut/Add Actuators

  	
   

  	
  USA

  	
   

  	
  5290389

  	
   

  	
  01-Mar-1994

  	
   

  	
  07/948626

  	
   

  	
  21-Sep-1992

  	
   

  	
  Alliant Techsystems Inc.

  
	
  Insensitive Propellant
  Ignitor

  	
   

  	
  USA

  	
   

  	
  5291828

  	
   

  	
  08-Mar-1994

  	
   

  	
  07/970993

  	
   

  	
  26-Oct-1992

  	
   

  	
  Alliant Techsystems Inc.

  



 


51
















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Phase-Stabilized Ammonium
  Nitrate And Method Of Making Same 

  	
   

  	
  USA 

  	
   

  	
  5292387 

  	
   

  	
  08-Mar-1994 

  	
   

  	
  08/010391 

  	
   

  	
  28-Jan-1993 

  	
   

  	
  Alliant  Techsystems Inc. 

  
	
  Lightweight Stowable and
  Deployable Solar Cell Array

  	
   

  	
  USA

  	
   

  	
  5296044

  	
   

  	
  22-Mar-1994

  	
   

  	
  07/847720

  	
   

  	
  06-Mar-1992

  	
   

  	
  AEC-Able  Engineering Co., Inc.

  
	
  Support Blanket For Solar
  Cell  Arrays

  	
   

  	
  USA

  	
   

  	
  5298085

  	
   

  	
  29-Mar-1994

  	
   

  	
  07/857542

  	
   

  	
  24-Mar-1992

  	
   

  	
  AEC-Able  Engineering Co., Inc.

  
	
  Parabolic Dual Reflector
  Antenna  With Offset Feed

  	
   

  	
  USA

  	
   

  	
  5319379

  	
   

  	
  07-Jun-1994

  	
   

  	
  06/643910

  	
   

  	
  24-Aug-1984

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Electronic Fuze Package and
  Method

  	
   

  	
  USA

  	
   

  	
  5325784

  	
   

  	
  05-Jul-1994

  	
   

  	
  08/011580

  	
   

  	
  01-Feb-1993

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Biplateau Reduced Smoke
  Propellant

  	
   

  	
  USA

  	
   

  	
  5334270

  	
   

  	
  02-Aug-1994

  	
   

  	
  07/981774

  	
   

  	
  25-Nov-1992

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Compact Deployable Acoustic
  Sensor

  	
   

  	
  USA

  	
   

  	
  5339281

  	
   

  	
  16-Aug-1994

  	
   

  	
  08/102466

  	
   

  	
  05-Aug-1993

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Low Cost Segmented
  Structure For  Pressure
  Vessels, Rocket Motors, Piping

  	
   

  	
  USA

  	
   

  	
  5341638

  	
   

  	
  30-Aug-1994

  	
   

  	
  07/847169

  	
   

  	
  09-Mar-1992

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Solid Propellant With
  Non-Crystalline  Polyether/Inert
  Plasticizer Binder

  	
   

  	
  USA

  	
   

  	
  5348596

  	
   

  	
  20-Sep-1994

  	
   

  	
  07/398210

  	
   

  	
  25-Aug-1989

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Composite/metal Hybrid
  Rocket  Motor Case And
  Methods For Manufacturing

  	
   

  	
  USA

  	
   

  	
  5348603

  	
   

  	
  20-Sep-1994

  	
   

  	
  08/067849

  	
   

  	
  27-May-1993

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Propellant Kerfing Machine

  	
   

  	
  USA

  	
   

  	
  5349892

  	
   

  	
  27-Sep-1994

  	
   

  	
  07/788408

  	
   

  	
  06-Nov-1991

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Method for Increasing Fiber
  Strength  Translation in
  Composite Pressure Vessels
  Using Matrix Resin Formulations
  Containing Surface Active
  Agents

  	
   

  	
  USA

  	
   

  	
  5356499

  	
   

  	
  18-Oct-1994

  	
   

  	
  08/081839

  	
   

  	
  23-Jun-1993

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Self Venting Carbon Or
  Graphite  Phenolic
  Ablatives

  	
   

  	
  USA

  	
   

  	
  5359850

  	
   

  	
  01-Nov-1994

  	
   

  	
  08/031652

  	
   

  	
  15-Mar-1993

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Propellant Gas-Generation
  System  for Canister
  Ejection

  	
   

  	
  USA

  	
   

  	
  5363768

  	
   

  	
  15-Nov-1994

  	
   

  	
  07/679305

  	
   

  	
  02-Apr-1991

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Polycrystalline Silicon
  Carbide  Fibers

  	
   

  	
  USA

  	
   

  	
  5366943

  	
   

  	
  22-Nov-1994

  	
   

  	
  08/118855

  	
   

  	
  10-Sep-1993

  	
   

  	
  COI Ceramics,  Inc.

  
	
  Interpenetrating Network
  Combination Of Ultraviolet And Thermally Cured Rocket Motor Liner Composition And Method

  	
   

  	
  USA

  	
   

  	
  5377593

  	
   

  	
  03-Jan-1995

  	
   

  	
  07/838091

  	
   

  	
  20-Feb-1992

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Perchlorate Removal Process

  	
   

  	
  USA

  	
   

  	
  5382265

  	
   

  	
  17-Jan-1995

  	
   

  	
  08/143190

  	
   

  	
  26-Oct-1993

  	
   

  	
  Alliant  Techsystems Inc.

  



 


52

















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bore Mitigants For Solid
  Propellant  Rocket Motors

  	
   

  	
  USA

  	
   

  	
  5386776

  	
   

  	
  07-Feb-1995

  	
   

  	
  08/022180

  	
   

  	
  24-Feb-1993

  	
   

  	
  Alliant Techsystems  Inc. 

  
	
  Tape Wrapped, Fabric
  Reinforced,  Flex Bearing

  	
   

  	
  USA

  	
   

  	
  5399309

  	
   

  	
  21-Mar-1995

  	
   

  	
  06/807626

  	
   

  	
  11-Dec-1985

  	
   

  	
  Alliant Techsystems  Inc.

  
	
  Thermoplastic Elastomeric
  Internal  Insulation for
  Rocket Motors for Low Temperature
  Applications  

  	
   

  	
  USA

  	
   

  	
  5399599

  	
   

  	
  21-Mar-1995

  	
   

  	
  08/039044

  	
   

  	
  06-Apr-1993

  	
   

  	
  Alliant  Techsystems Inc.  

  
	
  Detector For Thermal
  Neutrons Utilizing Alternating Boron Slabs and  CCD Arrays

  	
   

  	
  USA

  	
   

  	
  5399863

  	
   

  	
  21-Mar-1995

  	
   

  	
  08/139910

  	
   

  	
  19-Oct-1993

  	
   

  	
  Mission Research  Corporation

  
	
  Stage Separation And Thrust
  Reduction Apparatus  

  	
   

  	
  USA

  	
   

  	
  5400713

  	
   

  	
  28-Mar-1995

  	
   

  	
  08/208940

  	
   

  	
  09-Mar-1994

  	
   

  	
  Alliant  Techsystems Inc.  

  
	
  Low Cost Hermetically
  Sealed Semiconductor Bridge (SCB) Squib  Forhigh Volume Production

  	
   

  	
  USA

  	
   

  	
  5431101

  	
   

  	
  11-Jul-1995

  	
   

  	
  07/964636

  	
   

  	
  22-Oct-1992

  	
   

  	
  Alliant Techsystems  Inc.

  
	
  Composite Antenna

  	
   

  	
  USA

  	
   

  	
  5440801

  	
   

  	
  15-Aug-1995

  	
   

  	
  08/205879

  	
   

  	
  03-Mar-1994

  	
   

  	
  Composite  Optics, Incorporated

  
	
  Synthesis of
  Bis(2,2-Dinitropropyl)  Formal
  (BDNPF)

  	
   

  	
  USA

  	
   

  	
  5449835

  	
   

  	
  12-Sep-1995

  	
   

  	
  08/339140

  	
   

  	
  14-Nov-1994

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Electromechanical Roll
  Control  Apparatus and
  Method

  	
   

  	
  USA

  	
   

  	
  5452864

  	
   

  	
  26-Sep-1995

  	
   

  	
  08/221358

  	
   

  	
  31-Mar-1994

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Programmable Electronic
  Time  Delay Initiator

  	
   

  	
  USA

  	
   

  	
  5460093

  	
   

  	
  24-Oct-1995

  	
   

  	
  08/101237

  	
   

  	
  02-Aug-1993

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  3-Nitramino-4-Nitrofurazan
  And Salts  Thereof

  	
   

  	
  USA

  	
   

  	
  5460669

  	
   

  	
  24-Oct-1995

  	
   

  	
  08/082918

  	
   

  	
  28-Jun-1993

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Binder System For
  Crosslinked  Double Base
  Propellant

  	
   

  	
  USA

  	
   

  	
  5468311

  	
   

  	
  21-Nov-1995

  	
   

  	
  06/022123

  	
   

  	
  05-Mar-1979

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Composite Structure For
  Heat  Transfer and
  Radiation

  	
   

  	
  USA

  	
   

  	
  5471367

  	
   

  	
  28-Nov-1995

  	
   

  	
  08/212948

  	
   

  	
  15-Mar-1994

  	
   

  	
  Composite  Optics, Incorporated

  
	
  Bitetrazoleamine Gas
  Generant  Compositions

  	
   

  	
  USA

  	
   

  	
  5472647

  	
   

  	
  05-Dec-1995

  	
   

  	
  08/178572

  	
   

  	
  07-Jan-1994

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Stowable and
  Self-Deployable  Parallelogram-Type
  Panel Array

  	
   

  	
  USA

  	
   

  	
  5487791

  	
   

  	
  30-Jan-1996

  	
   

  	
  08/249125

  	
   

  	
  25-May-1994

  	
   

  	
  AEC-Able  Engineering Co., Inc.

  
	
  Stowable and Deployable
  Concentrator For Solar Cells

  	
   

  	
  USA

  	
   

  	
  5496414

  	
   

  	
  05-Mar-1996

  	
   

  	
  08/252998

  	
   

  	
  02-Jun-1994

  	
   

  	
  AEC-Able  Engineering Co., Inc.

  
	
  Case Trimmer

  	
   

  	
  USA

  	
   

  	
  5497539

  	
   

  	
  12-Mar-1996

  	
   

  	
  08/249900

  	
   

  	
  26-May-1994

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Multifunctional Magnetic
  Fuze

  	
   

  	
  USA

  	
   

  	
  5497704

  	
   

  	
  12-Mar-1996

  	
   

  	
  08/176355

  	
   

  	
  30-Dec-1993

  	
   

  	
  Alliant  Techsystems Inc.

  



 


53

















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Low Density Thermoplastic
  Elastomeric Insulation for
  Rocket Motors

  	
   

  	
  USA

  	
   

  	
  5498649

  	
   

  	
  12-Mar-1996

  	
   

  	
  08/063511

  	
   

  	
  18-May-1993

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Synthesis of
  4,10-dinitro-2,6,8,12-  tetraoxa-4,10-diazatetracyclo[5.5.0.05,903,11]dode
  cane

  	
   

  	
  USA

  	
   

  	
  5498711

  	
   

  	
  12-Mar-1996

  	
   

  	
  08/101458

  	
   

  	
  02-Aug-1993

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Bitetrazoleamine Gas
  Generant  Compositions

  	
   

  	
  USA

  	
   

  	
  5500059

  	
   

  	
  19-Mar-1996

  	
   

  	
  08/437867

  	
   

  	
  09-May-1995

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Bitetrazoleamine Gas
  Generant  Compositions

  	
   

  	
  USA

  	
   

  	
  5501823

  	
   

  	
  26-Mar-1996

  	
   

  	
  08/162596

  	
   

  	
  03-Dec-1993

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Solid Launch Vehicle
  Destruct  System

  	
   

  	
  USA

  	
   

  	
  5507231

  	
   

  	
  16-Apr-1996

  	
   

  	
  08/3322917

  	
   

  	
  13-Oct-1994

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Vectorable Nozzle Having
  Jet Vanes

  	
   

  	
  USA

  	
   

  	
  5511745

  	
   

  	
  30-Apr-1996

  	
   

  	
  08/366848

  	
   

  	
  30-Dec-1994

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Stable Plasticizers For
  Nitrocellulose  Nitroguanidine-Type
  Compositions

  	
   

  	
  USA

  	
   

  	
  5520756

  	
   

  	
  28-May-1996

  	
   

  	
  07/962950

  	
   

  	
  16-Oct-1992

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Method Of Surface
  Preparation Of  Aluminum
  Substrates

  	
   

  	
  USA

  	
   

  	
  5520768

  	
   

  	
  28-May-1996

  	
   

  	
  08/327305

  	
   

  	
  21-Oct-1994

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Method For Producing High
  Density  Refractory Metal
  Warhead Liners From Single Phase Materials

  	
   

  	
  USA

  	
   

  	
  5523048

  	
   

  	
  04-Jun-1996

  	
   

  	
  08/282345

  	
   

  	
  29-Jul-1994

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Destruction of Nitramines
  Employing  Aqueous
  Dispersions of Metal Powder

  	
   

  	
  USA

  	
   

  	
  5523517

  	
   

  	
  04-Jun-1996

  	
   

  	
  08/386152

  	
   

  	
  09-Feb-1995

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Low Vulnerability,
  Insensitive High  Performance
  Explosive Compositions

  	
   

  	
  USA

  	
   

  	
  5529649

  	
   

  	
  25-Jun-1996

  	
   

  	
  08/013034

  	
   

  	
  03-Feb-1993

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Method Of Molding A Polar
  Boss To  A Composite
  Pressure Vessel

  	
   

  	
  USA

  	
   

  	
  5538680

  	
   

  	
  23-Jul-1996

  	
   

  	
  08/265406

  	
   

  	
  24-Jun-1994

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Pulse Doppler Proximity
  Sensor

  	
   

  	
  USA

  	
   

  	
  5539410

  	
   

  	
  23-Jul-1996

  	
   

  	
  07/844334

  	
   

  	
  02-Mar-1992

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Method for Increasing Fiber
  Strength  Translations in
  Composition Pressure Vessels Using Matrix Resin Formulations Containing
  Anhydride Curing Agents and Surface-Active Agents

  	
   

  	
  USA

  	
   

  	
  5545278

  	
   

  	
  13-Aug-1996

  	
   

  	
  08/198615

  	
   

  	
  18-Feb-1994

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Propellants Useful in
  Electrothermal-Chemical Guns

  	
   

  	
  USA

  	
   

  	
  5574240

  	
   

  	
  12-Nov-1996

  	
   

  	
  08/593537

  	
   

  	
  29-Jan-1996

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Composite Conformable
  Pressure  Vessel

  	
   

  	
  USA

  	
   

  	
  5577630

  	
   

  	
  26-Nov-1996

  	
   

  	
  08/382502

  	
   

  	
  02-Feb-1995

  	
   

  	
  Alliant  Techsystems Inc.

  



 


54

















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stowable and Deployable
  Solar  Energy
  Concentrator With Fresnel Lenses

  	
   

  	
  USA

  	
   

  	
  5578139

  	
   

  	
  26-Nov-1996

  	
   

  	
  08/368774

  	
   

  	
  03-Jan-1995

  	
   

  	
  AEC-Able  Engineering Co., Inc.

  
	
  Biplateau Reduced Smoke
  Propellant

  	
   

  	
  USA

  	
   

  	
  5579634

  	
   

  	
  03-Dec-1996

  	
   

  	
  08/222423

  	
   

  	
  01-Apr-1994

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Shock Tolerant Fuze

  	
   

  	
  USA

  	
   

  	
  5585592

  	
   

  	
  17-Dec-1996

  	
   

  	
  08/251147

  	
   

  	
  31-May-1994

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  High Energy Clean Space
  Motor  Propellants

  	
   

  	
  USA

  	
   

  	
  5591936

  	
   

  	
  07-Jan-1997

  	
   

  	
  07/561951

  	
   

  	
  02-Aug-1990

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Metal Amine Complexes in
  Gas  Generant
  Formulations

  	
   

  	
  USA

  	
   

  	
  5592812

  	
   

  	
  14-Jan-1997

  	
   

  	
  08/599634

  	
   

  	
  09-Feb-1996

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Chemorheologically Tailored
  Matrix  Resin
  Formulations Containing Anhydride
  Curing Agents

  	
   

  	
  USA

  	
   

  	
  5593770

  	
   

  	
  14-Jan-1997

  	
   

  	
  08/195301

  	
   

  	
  14-Feb-1994

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Solid Propellant Dual Pulse
  Rocket  Motor Loaded Case
  And Ignition System And Method
  Of Manufacture

  	
   

  	
  USA

  	
   

  	
  5600946

  	
   

  	
  11-Feb-1997

  	
   

  	
  08/469759

  	
   

  	
  06-Jun-1995

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Target Trap

  	
   

  	
  USA

  	
   

  	
  5605139

  	
   

  	
  25-Feb-1997

  	
   

  	
  08/324412

  	
   

  	
  17-Oct-1994

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Periodic Surfaces For
  Selectively  Modifying
  the Properties of Reflected Electromagnetic
  Waves

  	
   

  	
  USA

  	
   

  	
  5606335

  	
   

  	
  25-Feb-1997

  	
   

  	
  07/686198

  	
   

  	
  16-Apr-1991

  	
   

  	
  Mission  Research Corporation

  
	
  3-D Carbon-Carbon
  Composites For  Crystal
  Pulling Furnace Hardware

  	
   

  	
  USA

  	
   

  	
  5616175

  	
   

  	
  01-Apr-1997

  	
   

  	
  08/278744

  	
   

  	
  22-Jul-1994

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Propellant Gas-Generation
  System  for Canister
  Ejection

  	
   

  	
  USA

  	
   

  	
  5616884

  	
   

  	
  01-Apr-1997

  	
   

  	
  07/911941

  	
   

  	
  10-Jul-1992

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  End Cap Assembly For a
  Fastener  Installation
  Tool

  	
   

  	
  USA

  	
   

  	
  5638725

  	
   

  	
  17-Jun-1997

  	
   

  	
  08/623896

  	
   

  	
  26-Mar-1996

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  FMCW VCO Closed Loop
  Linearizer

  	
   

  	
  USA

  	
   

  	
  5642081

  	
   

  	
  24-Jun-1997

  	
   

  	
  08/548428

  	
   

  	
  26-Oct-1995

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Synthesis of
  Bis(2,2-Dinitropropyl)  Acetal
  (BDNPA)

  	
   

  	
  USA

  	
   

  	
  5648556

  	
   

  	
  15-Jul-1997

  	
   

  	
  08/339138

  	
   

  	
  14-Nov-1994

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Plume Enhancement Nozzle
  For  Achieving Flare
  Rotation

  	
   

  	
  USA

  	
   

  	
  5654522

  	
   

  	
  05-Aug-1997

  	
   

  	
  08/495716

  	
   

  	
  27-Jun-1995

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Method of Surface
  Preparation of  Titanium
  Substrates

  	
   

  	
  USA

  	
   

  	
  5660884

  	
   

  	
  26-Aug-1997

  	
   

  	
  08/550957

  	
   

  	
  31-Oct-1995

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Crosslinkers For Silazane
  Polymers

  	
   

  	
  USA

  	
   

  	
  5665848

  	
   

  	
  09-Sep-1997

  	
   

  	
  08/650389

  	
   

  	
  20-May-1996

  	
   

  	
  COI Ceramics,  Inc.

  
	
  Metal Amine Complexes in
  Gas  Generant
  Formulations

  	
   

  	
  USA

  	
   

  	
  5673935

  	
   

  	
  07-Oct-1997

  	
   

  	
  08/484142

  	
   

  	
  07-Jun-1995

  	
   

  	
  Alliant  Techsystems Inc.

  



 


55

















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Solid Propellant Dual Pulse
  Rocket Motor Loaded Case And Ignition  System And Method Of Manufacture

  	
   

  	
  USA

  	
   

  	
  5675966

  	
   

  	
  14-Oct-1997

  	
   

  	
  08/525336

  	
   

  	
  07-Sep-1995

  	
   

  	
  Alliant Techsystems  Inc.

  
	
  Bitetrazoleamine Gas
  Generant  Compositions

  	
   

  	
  USA

  	
   

  	
  5682014

  	
   

  	
  28-Oct-1997

  	
   

  	
  08/101396

  	
   

  	
  02-Aug-1993

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Primer Loading Tool

  	
   

  	
  USA

  	
   

  	
  5693905

  	
   

  	
  02-Dec-1997

  	
   

  	
  08/710317

  	
   

  	
  16-Sep-1996

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Electro-Mechanical Safety
  and  Arming Device

  	
   

  	
  USA

  	
   

  	
  5693906

  	
   

  	
  02-Dec-1997

  	
   

  	
  08/535744

  	
   

  	
  28-Sep-1995

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Voltage Feedback Linearizer

  	
   

  	
  USA

  	
   

  	
  5694132

  	
   

  	
  02-Dec-1997

  	
   

  	
  06/796832

  	
   

  	
  12-Nov-1985

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Band Fiber Forming and
  Placement  Delivery Head

  	
   

  	
  USA

  	
   

  	
  5698066

  	
   

  	
  16-Dec-1997

  	
   

  	
  07/924355

  	
   

  	
  03-Aug-1992

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Surface Protection of
  Porous  Ceramic Bodies

  	
   

  	
  USA

  	
   

  	
  5702761

  	
   

  	
  30-Dec-1997

  	
   

  	
  08/235369

  	
   

  	
  29-Apr-1994

  	
   

  	
  COI Ceramics,  Inc.

  
	
  Retaining Clip System

  	
   

  	
  USA

  	
   

  	
  5704100

  	
   

  	
  06-Jan-1998

  	
   

  	
  08/609735

  	
   

  	
  01-Mar-1996

  	
   

  	
  Federal  Cartridge Company

  
	
  Method For Making Ceramic
  Matrix  Composites

  	
   

  	
  USA

  	
   

  	
  5707471

  	
   

  	
  13-Jan-1998

  	
   

  	
  08/538062

  	
   

  	
  02-Oct-1995

  	
   

  	
  COI Ceramics,  Inc.

  
	
  Crosslinkers For Silazane
  Polymers

  	
   

  	
  USA

  	
   

  	
  5708114

  	
   

  	
  13-Jan-1998

  	
   

  	
  08/805397

  	
   

  	
  24-Feb-1997

  	
   

  	
  COI Ceramics,  Inc.

  
	
  Case Trimmer

  	
   

  	
  USA

  	
   

  	
  5718423

  	
   

  	
  17-Feb-1998

  	
   

  	
  08/363359

  	
   

  	
  23-Dec-1994

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Improved Synthesis of
  Hexabenzylhexaazaisowurtzitane (HBIW)

  	
   

  	
  USA

  	
   

  	
  5723604

  	
   

  	
  03-Mar-1998

  	
   

  	
  08/493627

  	
   

  	
  22-Jun-1995

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Metal Amine Complexes in
  Gas  Generant
  Formulations

  	
   

  	
  USA

  	
   

  	
  5725699

  	
   

  	
  10-Mar-1998

  	
   

  	
  08/507552

  	
   

  	
  26-Jul-1995

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Gun Barrel Shrouding System

  	
   

  	
  USA

  	
   

  	
  5726375

  	
   

  	
  10-Mar-1998

  	
   

  	
  08/662603

  	
   

  	
  13-Jun-1996

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Methods of Preparing Gas
  Generant  Formulations

  	
   

  	
  USA

  	
   

  	
  5731540

  	
   

  	
  24-Mar-1998

  	
   

  	
  08/674152

  	
   

  	
  01-Jul-1996

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Counterbalance Assembly

  	
   

  	
  USA

  	
   

  	
  5735020

  	
   

  	
  07-Apr-1998

  	
   

  	
  08/810894

  	
   

  	
  05-Mar-1997

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Thermostatic Bimetallic Retaining
  Ring For Use In Rocket Motor Assembly

  	
   

  	
  USA

  	
   

  	
  5735114

  	
   

  	
  07-Apr-1998

  	
   

  	
  07/745531

  	
   

  	
  15-Aug-1991

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Metal Amine Complexes in
  Gas  Generant
  Formulations

  	
   

  	
  USA

  	
   

  	
  5735118

  	
   

  	
  07-Apr-1998

  	
   

  	
  08/698657

  	
   

  	
  16-Aug-1996

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Inorganic Oxide Resins For
  Internal  Oxidation
  Inhibition of Carbon-Carbon Composites

  	
   

  	
  USA

  	
   

  	
  5736477

  	
   

  	
  07-Apr-1998

  	
   

  	
  07/355216

  	
   

  	
  22-May-1989

  	
   

  	
  Alliant  Techsystems Inc.

  



 


56

















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  High Pressure Washout of
  Explosives Agents

  	
   

  	
  USA

  	
   

  	
  5737709

  	
   

  	
  07-Apr-1998

  	
   

  	
  08/714825

  	
   

  	
  17-Sep-1996

  	
   

  	
  Alliant  Techsystems Inc./Ingersoll- Rand

  
	
  Improved Hydogenolisis of
  2,4,6,8,10,12-Hexabenzyl-2,4,6,8,10,12-Hexaazatetracyclo[5.5.0.05,.9.03,11] Dodecane

  	
   

  	
  USA

  	
   

  	
  5739325

  	
   

  	
  14-Apr-1998

  	
   

  	
  08/568451

  	
   

  	
  07-Dec-1995

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Apparatus and Method For
  Loading  Items into
  Component Holder

  	
   

  	
  USA

  	
   

  	
  5747718

  	
   

  	
  05-May-1998

  	
   

  	
  08/599962

  	
   

  	
  14-Feb-1996

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Integration Method for Next
  Generation Solid Propellant
  Rocket Motors With (EMBEDDED)
  Hot Gas Valves

  	
   

  	
  USA

  	
   

  	
  5755401

  	
   

  	
  26-May-1998

  	
   

  	
  08/551006

  	
   

  	
  31-Oct-1995

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Process for the Manufacture
  of High  Performance Gun
  Propellants.

  	
   

  	
  USA

  	
   

  	
  5759458

  	
   

  	
  02-Jun-1998

  	
   

  	
  08/687887

  	
   

  	
  26-Jul-1996

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Polyphosphazene Rocket
  Motor  Insulation and
  Barrier Layers

  	
   

  	
  USA

  	
   

  	
  5762746

  	
   

  	
  09-Jun-1998

  	
   

  	
  07/394706

  	
   

  	
  16-Aug-1989

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Apparatus For Fiber
  Impregnation

  	
   

  	
  USA

  	
   

  	
  5766357

  	
   

  	
  16-Jun-1998

  	
   

  	
  08/716027

  	
   

  	
  19-Sep-1996

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Interfacial Propellant Burn
  Rate  Control

  	
   

  	
  USA

  	
   

  	
  5767221

  	
   

  	
  16-Jun-1998

  	
   

  	
  08/448825

  	
   

  	
  24-May-1995

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Component Holder For
  Cartridge  Reloading

  	
   

  	
  USA

  	
   

  	
  5767433

  	
   

  	
  16-Jun-1998

  	
   

  	
  08/825736

  	
   

  	
  02-Apr-1997

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Composite Antenna

  	
   

  	
  USA

  	
   

  	
  5771027

  	
   

  	
  23-Jun-1998

  	
   

  	
  08/847864

  	
   

  	
  28-Apr-1997

  	
   

  	
  Composite  Optics, Incorporated

  
	
  Biplateau Reduced Smoke
  Propellant

  	
   

  	
  USA

  	
   

  	
  5771679

  	
   

  	
  30-Jun-1998

  	
   

  	
  08/760727

  	
   

  	
  05-Dec-1996

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Solid Propellant With
  Non-Crystalline  Polyether/Energetic
  Plasticizer Binder

  	
   

  	
  USA

  	
   

  	
  5783769

  	
   

  	
  21-Jul-1998

  	
   

  	
  07/326852

  	
   

  	
  17-Mar-1989

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Gun-Launched Rocket

  	
   

  	
  USA

  	
   

  	
  5792981

  	
   

  	
  11-Aug-1998

  	
   

  	
  08/739469

  	
   

  	
  28-Oct-1996

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Photo-Degradable Shotshell
  of  Polyethylene and
  EVA-C0 Terpolymer

  	
   

  	
  USA

  	
   

  	
  5795923

  	
   

  	
  18-Aug- 1998

  	
   

  	
  08/543946

  	
   

  	
  17-Oct- 1995

  	
   

  	
  Federal  Cartridge Company

  
	
  High Performance Space
  Motor  Propellants

  	
   

  	
  USA

  	
   

  	
  5798480

  	
   

  	
  25-Aug-1998

  	
   

  	
  07/561973

  	
   

  	
  02-Aug-1990

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Monolithic X-Ray Image
  Detector  and Method of
  Manufacturing

  	
   

  	
  USA

  	
   

  	
  5798558

  	
   

  	
  25-Aug-1998

  	
   

  	
  08/495239

  	
   

  	
  27-Jun-1995

  	
   

  	
  Mission  Research Corporation

  
	
  High Performance Large
  Launch  Vehicle Solid
  Propellants

  	
   

  	
  USA

  	
   

  	
  5801325

  	
   

  	
  01-Sep-1998

  	
   

  	
  07/561774

  	
   

  	
  02-Aug-1990

  	
   

  	
  Alliant  Techsystems Inc.

  



 


57

















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  System and Method For the
  Construction of Spacecraft Structures

  	
   

  	
  USA

  	
   

  	
  5803402

  	
   

  	
  08-Sep-1998

  	
   

  	
  08/645136

  	
   

  	
  13-May-1996

  	
   

  	
  Composite  Optics, Incorporated

  
	
  Lead-Free Centerfire Primer
  With  DDNP and Barium
  Nitrate Oxidizer

  	
   

  	
  USA

  	
   

  	
  5831208

  	
   

  	
  03-Nov-1998

  	
   

  	
  08/768773

  	
   

  	
  13-Dec-1996

  	
   

  	
  Federal  Cartridge Company

  
	
  Injection-Moldable,  Polycaprolactone-Based Biodegradable Plastic Articles Such as Shotshell Components, and Method of Manufacturing Same

  	
   

  	
  USA

  	
   

  	
  5859090

  	
   

  	
  12-Jan-1999

  	
   

  	
  08/591176

  	
   

  	
  16-Jan-1996

  	
   

  	
  Federal  Cartridge Company

  
	
  Acoustic-Optical Scanning
  of Linear  Detector Array
  For Laser Radar

  	
   

  	
  USA

  	
   

  	
  5870181

  	
   

  	
  09-Feb-1999

  	
   

  	
  08/958956

  	
   

  	
  28-Oct-1997

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Process Of Crystallizing
  2,4,6,8,10,12-Hexanitro-2,4,6,8,10,12-Hexaazatetracyclo-5.5.0.0.5,903,111-Dodecane

  	
   

  	
  USA

  	
   

  	
  5874574

  	
   

  	
  23-Feb-1999

  	
   

  	
  08/991432

  	
   

  	
  16-Dec-1997

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Shot Pouch

  	
   

  	
  USA

  	
   

  	
  5874689

  	
   

  	
  23-Feb-1999

  	
   

  	
  08/867180

  	
   

  	
  02-Jun-1997

  	
   

  	
  Federal  Cartridge Company

  
	
  Propellant System

  	
   

  	
  USA

  	
   

  	
  5892172

  	
   

  	
  06-Apr-1999

  	
   

  	
  08/841431

  	
   

  	
  22-Apr-1997

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Deployable Helical Antenna
  Stowage in a Compact Retracted Configuration

  	
   

  	
  USA

  	
   

  	
  5909197

  	
   

  	
  01-Jun-1999

  	
   

  	
  08/832982

  	
   

  	
  04-Apr-1997

  	
   

  	
  AEC-Able  Engineering Co., Inc.

  
	
  Pressable Infrared
  Illuminant  Compositions

  	
   

  	
  USA

  	
   

  	
  5912430

  	
   

  	
  15-Jun-1999

  	
   

  	
  08/386327

  	
   

  	
  10-Feb-1995

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Acceleration/Deceleration
  Sensing  Switch For
  Munitions

  	
   

  	
  USA

  	
   

  	
  5914459

  	
   

  	
  22-Jun-1999

  	
   

  	
  08/905173

  	
   

  	
  01-Aug-1997

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Hydraulic Traverse and
  Elevation  Mechanism

  	
   

  	
  USA

  	
   

  	
  5922987

  	
   

  	
  13-Jul-1999

  	
   

  	
  08/862736

  	
   

  	
  23-May-1997

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Shoot-Through Cover For An
  Explosively Formed Penetrator Warhead

  	
   

  	
  USA

  	
   

  	
  5925845

  	
   

  	
  20-Jul-1999

  	
   

  	
  08/905174

  	
   

  	
  01-Aug-1997

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Surface Protection of
  Porous  Ceramic Bodies

  	
   

  	
  USA

  	
   

  	
  5928775

  	
   

  	
  27-Jul-1999

  	
   

  	
  08/878217

  	
   

  	
  17-Jun-1997

  	
   

  	
  COI Ceramics,  Inc.

  
	
  Continuous Method of
  Producing  Silicon
  Carbide Fibers

  	
   

  	
  USA

  	
   

  	
  5928978

  	
   

  	
  27-Jul-1999

  	
   

  	
  08/890878

  	
   

  	
  10-Jul-1997

  	
   

  	
  COI Ceramics,  Inc.

  
	
  Apparatus and Method For
  Determining Angles-of-Arrival
  and Polarization of Incoming RF
  Signals

  	
   

  	
  USA

  	
   

  	
  5936575

  	
   

  	
  10-Aug-1999

  	
   

  	
  09/023381

  	
   

  	
  13-Feb-1998

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Energetic Binders
  (20726-US-01)

  	
   

  	
  USA

  	
   

  	
  5955629

  	
   

  	
  21-Sep-1999

  	
   

  	
  07/343977

  	
   

  	
  26-Apr-1989

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Through Bulkhead Initiator

  	
   

  	
  USA

  	
   

  	
  5959236

  	
   

  	
  28-Sep-1999

  	
   

  	
  09/052644

  	
   

  	
  31-Mar-1998

  	
   

  	
  Alliant Techsystems Inc.

  



 


58

















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Solar Array For Satellite
  Vehicles

  	
   

  	
  USA

  	
   

  	
  5961738

  	
   

  	
  05-Oct-1999

  	
   

  	
  08/903123

  	
   

  	
  30-Jul-1997

  	
   

  	
  AEC-Able Engineering Co.,
  Inc.

  
	
  Metal Amine Complexes in
  Gas  Generant
  Formulations

  	
   

  	
  USA

  	
   

  	
  5970703

  	
   

  	
  26-Oct-1999

  	
   

  	
  08/934900

  	
   

  	
  22-Sep-1997

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Common Aperture Dual Mode
  Semi-  Active
  Laser/Millimeter Wave Sensor

  	
   

  	
  USA

  	
   

  	
  5973649

  	
   

  	
  26-Oct-1999

  	
   

  	
  08/959602

  	
   

  	
  28-Oct-1997

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Assembly Including Tubular
  Bodies  and Mated with a
  Compression Loaded Adhesive
  Bond

  	
   

  	
  USA

  	
   

  	
  5984369

  	
   

  	
  16-Nov-1999

  	
   

  	
  09/094569

  	
   

  	
  15-Jun-1998

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Interfacial Propellant Burn
  Rate  Control

  	
   

  	
  USA

  	
   

  	
  5985361

  	
   

  	
  16-Nov-1999

  	
   

  	
  09/061098

  	
   

  	
  16-Apr-1998

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Lead-Free,
  Heavy-Metal-Free-Rim-Fire Priming Composition Dedicated  For Ralph B. Lynn

  	
   

  	
  USA

  	
   

  	
  5993577

  	
   

  	
  30-Nov-1999

  	
   

  	
  09/148192

  	
   

  	
  04-Sep-1998

  	
   

  	
  Federal  Cartridge Company

  
	
  Plume Enhancement Nozzle
  For  Achieving Flare
  Rotation

  	
   

  	
  USA

  	
   

  	
  5996502

  	
   

  	
  07-Dec-1999

  	
   

  	
  08/863399

  	
   

  	
  27-May-1997

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Shaped Charge Liner With
  Integral  Initiation
  Mechanism

  	
   

  	
  USA

  	
   

  	
  6026750

  	
   

  	
  22-Feb-2000

  	
   

  	
  09/053165

  	
   

  	
  01-Apr-1998

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Self-Contained Apparatus
  For Fiber  Element
  Placement

  	
   

  	
  USA

  	
   

  	
  6026883

  	
   

  	
  22-Feb-2000

  	
   

  	
  09/070421

  	
   

  	
  30-Apr-1998

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Metal Amine Complexes in
  Gas  Generant
  Formulations

  	
   

  	
  USA

  	
   

  	
  6039820

  	
   

  	
  21-Mar-2000

  	
   

  	
  08/899599

  	
   

  	
  24-Jul-1997

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Method and Apparatus For
  Producing Fiber Reinforced Structures

  	
   

  	
  USA

  	
   

  	
  6050315

  	
   

  	
  18-Apr-2000

  	
   

  	
  09/070445

  	
   

  	
  30-Apr-1998

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Low Smoke Rocket Motor
  Liner  Composition

  	
   

  	
  USA

  	
   

  	
  6051087

  	
   

  	
  18-Apr-2000

  	
   

  	
  07/991467

  	
   

  	
  16-Dec-1992

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Erosion Resistant-Low
  Signature  Liner For
  Solid Propellant Rocket Motors

  	
   

  	
  USA

  	
   

  	
  6054521

  	
   

  	
  25-Apr-2000

  	
   

  	
  08/986875

  	
   

  	
  08-Dec-1997

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Method and Apparatus For
  Detecting  Electromagnetic
  Waves

  	
   

  	
  USA

  	
   

  	
  6054848

  	
   

  	
  25-Apr-2000

  	
   

  	
  08/927145

  	
   

  	
  03-Sep-1997

  	
   

  	
  Mission  Research Corporation

  
	
  A Method for Mechanically
  Isolating  Energetic
  Material Feed Streams From a
  Processing Extruder

  	
   

  	
  USA

  	
   

  	
  6059045

  	
   

  	
  09-May-2000

  	
   

  	
  09/119733

  	
   

  	
  21-Jul-1998

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Coaxial Unfocused Optical
  Sensor  For Dual Mode
  Seekers

  	
   

  	
  USA

  	
   

  	
  6060703

  	
   

  	
  09-May-2000

  	
   

  	
  09/107009

  	
   

  	
  29-Jun-1998

  	
   

  	
  Alliant  Techsystems Inc.

  
	
  Composite Isogrid
  Structures for  Parabolic
  Surfaces

  	
   

  	
  USA

  	
   

  	
  6064352

  	
   

  	
  16-May-2000

  	
   

  	
  09/053187

  	
   

  	
  01-Apr-1998

  	
   

  	
  Northrop  Grumman Corporation/COI

  
	
  Solid Rocket Propellant

  	
   

  	
  USA

  	
   

  	
  6066214

  	
   

  	
  23-May-2000

  	
   

  	
  09/183750

  	
   

  	
  30-Oct-1998

  	
   

  	
  Alliant  Techsystems Inc.

  



 


59
















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Process For Manufacture of  Perforated
  Slab Propellant

  	
   

  	
  USA

  	
   

  	
  6071444

  	
   

  	
  06-Jun-2000

  	
   

  	
  08/979447

  	
   

  	
  24-Nov-1997

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Process For Controlled
  Deposition  Profile Forced Flow
  Chemical Vapor  Infiltration

  	
   

  	
  USA

  	
   

  	
  6083560

  	
   

  	
  04-Jul-2000

  	
   

  	
  08/752450

  	
   

  	
  15-Nov-1996

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Advanced Designs For High  Pressure, High
  Performance Solid  Propellant Rocket Motors

  	
   

  	
  USA

  	
   

  	
  6086692

  	
   

  	
  11-Jul-2000

  	
   

  	
  09/165304

  	
   

  	
  02-Oct-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Capture Feature Tang Seal
  Defect  Measurement Tool

  	
   

  	
  USA

  	
   

  	
  6088925

  	
   

  	
  18-Jul-2000

  	
   

  	
  09/086572

  	
   

  	
  29-May-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Solar Concentrator Array

  	
   

  	
  USA

  	
   

  	
  6091017

  	
   

  	
  18-Jul-2000

  	
   

  	
  09/379254

  	
   

  	
  23-Aug-1999

  	
   

  	
  Composite  Optics,  Incorporated

  
	
  Radome Nose Cone Probe  Apparatus For
  Use With Electrostatic  Sensor

  	
   

  	
  USA

  	
   

  	
  6094054

  	
   

  	
  25-Jul-2000

  	
   

  	
  08/668690

  	
   

  	
  24-Jun-1996

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Tiered Routing Architecture
  For Field  Programmable Gate Arrays

  	
   

  	
  USA

  	
   

  	
  6094066

  	
   

  	
  25-Jul-2000

  	
   

  	
  09/128986

  	
   

  	
  03-Aug-1996

  	
   

  	
  Mission  Research  Corporation

  
	
  Gun-Launched Rocket

  	
   

  	
  USA

  	
   

  	
  6094906

  	
   

  	
  01-Aug-2000

  	
   

  	
  09/301157

  	
   

  	
  28-Apr-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Composite Conformable
  Pressure  Vessel

  	
   

  	
  USA

  	
   

  	
  6095367

  	
   

  	
  01-Aug-2000

  	
   

  	
  08/718611

  	
   

  	
  23-Sep-1996

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Multiple Axes Fiber
  Placement  Machine

  	
   

  	
  USA

  	
   

  	
  6096164

  	
   

  	
  01-Aug-2000

  	
   

  	
  09/135068

  	
   

  	
  17-Aug-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method for Producing
  Ceramic  Fibers From Blends of Siloxane  Resins and
  Carborane Siloxane  Oligomers

  	
   

  	
  USA

  	
   

  	
  6103178

  	
   

  	
  15-Aug-2000

  	
   

  	
  09/241613

  	
   

  	
  02-Feb-1999

  	
   

  	
  COI Ceramics,  Inc.

  
	
  Process For The Large Scale  Synthesis Of
  4,10-Dintro-2,6,8,12-  Tetraoxa-4,10-Diazatetracyclo-  [5.5.0.05,903,11]-Dodecane

  	
   

  	
  USA

  	
   

  	
  6107483

  	
   

  	
  22-Aug-2000

  	
   

  	
  09/362083

  	
   

  	
  28-Jul-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Castable Infrared
  Illuminant  Compositions

  	
   

  	
  USA

  	
   

  	
  6123789

  	
   

  	
  26-Sep-2000

  	
   

  	
  08/386328

  	
   

  	
  10-Feb-1995

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Simplified Tailored
  Composite  Architecture

  	
   

  	
  USA

  	
   

  	
  6125764

  	
   

  	
  03-Oct-2000

  	
   

  	
  09/160952

  	
   

  	
  25-Sep-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Temporally Redundant Latch
  For  Preventing Single Event Disruptions  in Sequential
  Integrated Circuits

  	
   

  	
  USA

  	
   

  	
  6127864

  	
   

  	
  03-Oct-2000

  	
   

  	
  09/136872

  	
   

  	
  19-Aug-1998

  	
   

  	
  Mission  Research  Corporation

  
	
  Process to Produce Silicon
  Carbide  Fibers Using a Controlled  Concentration
  of Boron Oxide Vapor

  	
   

  	
  USA

  	
   

  	
  6129887

  	
   

  	
  10-Oct-2000

  	
   

  	
  09/140824

  	
   

  	
  26-Aug-1998

  	
   

  	
  COI Ceramics,  Inc.

  



 


60

















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thermally-Stabilized
  Prilled  Ammonium Dinitramide Particles,  and Process
  For Making the Same

  	
   

  	
  USA

  	
   

  	
  6136115

  	
   

  	
  24-Oct-2000

  	
   

  	
  09/108383

  	
   

  	
  01-Jul-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Ambiguity Removal and
  Angles-of-  Arrival Estimation For
  Radially  Polarized Conformal Arrays

  	
   

  	
  USA

  	
   

  	
  6140963

  	
   

  	
  31-Oct-2000

  	
   

  	
  09/287256

  	
   

  	
  07-Apr-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method For Making New
  Polycyclic  Polyamides As Precursors
  For  Energetic Polycyclic Polynitramine  Oxidizers

  	
   

  	
  USA

  	
   

  	
  6147209

  	
   

  	
  14-Nov-2000

  	
   

  	
  07/989369

  	
   

  	
  08-Dec-1992

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Missile Severance Device

  	
   

  	
  USA

  	
   

  	
  6148729

  	
   

  	
  21-Nov-2000

  	
   

  	
  09/067854

  	
   

  	
  27-Apr-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Tooling Apparatus and
  Method For  Producing Grid Stiffened
  Fiber  Reinforced Structures

  	
   

  	
  USA

  	
   

  	
  6149851

  	
   

  	
  21-Nov-2000

  	
   

  	
  09/070420

  	
   

  	
  30-Apr-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Thermal Welding of Fiber
  Reinforced  Thermoplastic Prepreg

  	
   

  	
  USA

  	
   

  	
  6162314

  	
   

  	
  19-Dec-2000

  	
   

  	
  09/162680

  	
   

  	
  29-Sep-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Flares Having Igniters
  Formed From  Extrudable Igniter
  Compositions

  	
   

  	
  USA

  	
   

  	
  6170399

  	
   

  	
  09-Jan-2001

  	
   

  	
  09/119518

  	
   

  	
  21-Jul-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Process for the Manufacture
  of High  Performance Gun Propellants.

  	
   

  	
  USA

  	
   

  	
  6171530

  	
   

  	
  09-Jan-2001

  	
   

  	
  09/028772

  	
   

  	
  24-Feb-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Transmitter Coil, Improved
  Fuze  Setter Circuitry for Adaptively Tuning  the Fuze
  Setter for Resonance and  Current Difference
  Circuitry for  Interpreting a Fuze
  Talkback  Message

  	
   

  	
  USA

  	
   

  	
  6176168

  	
   

  	
  23-Jan-2001

  	
   

  	
  09/302136

  	
   

  	
  29-Apr-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Solar Cell Array With
  Multiple Rows  of Cells and Collapsible
  Reflectors

  	
   

  	
  USA

  	
   

  	
  6177627

  	
   

  	
  23-Jan-2001

  	
   

  	
  09/337624

  	
   

  	
  21-Jun-1999

  	
   

  	
  AEC-Able  Engineering
  Co.,  Inc.

  
	
  Captive Soft-Point Bullet

  	
   

  	
  USA

  	
   

  	
  6178890

  	
   

  	
  30-Jan-2001

  	
   

  	
  09/256861

  	
   

  	
  24-Feb-1999

  	
   

  	
  Federal  Cartridge  Company

  
	
  Sabot Anti-Splitting Ring

  	
   

  	
  USA

  	
   

  	
  6186094

  	
   

  	
  13-Feb-2001

  	
   

  	
  09/140512

  	
   

  	
  26-Aug-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Closure Assembly For Lined
  Tanks,  and Vehicles Equipped With The  Same

  	
   

  	
  USA

  	
   

  	
  6186356

  	
   

  	
  13-Feb-2001

  	
   

  	
  09/500972

  	
   

  	
  15-Feb-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Castable Infrared
  Illuminant  Compositions

  	
   

  	
  USA

  	
   

  	
  6190475

  	
   

  	
  20-Feb-2001

  	
   

  	
  09/478511

  	
   

  	
  06-Jan-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Traveling Wave Slot Antenna
  and  Method of Making Same

  	
   

  	
  USA

  	
   

  	
  6191750

  	
   

  	
  20-Feb-2001

  	
   

  	
  09/262163

  	
   

  	
  03-Mar-1999

  	
   

  	
  Composite  Optics,  Incorporated

  
	
  AOA Estimation and
  Polarization  Induced Phase Correction
  Using a  Conformal Array of Titled Antenna  Elements

  	
   

  	
  USA

  	
   

  	
  6195043

  	
   

  	
  27-Feb-2001

  	
   

  	
  09/311139

  	
   

  	
  13-May-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  



 


61

















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Electrostatic Arming
  Apparatus For  an Explosive Projectile

  	
   

  	
  USA

  	
   

  	
  6196130

  	
   

  	
  06-Mar-2001

  	
   

  	
  09/158048

  	
   

  	
  22-Sep-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Rocket Motor Throat
  Assembly With  Zero Or Very Low Erosion
  Flow  Surfaces

  	
   

  	
  USA

  	
   

  	
  6209312

  	
   

  	
  03-Apr-2001

  	
   

  	
  09/288330

  	
   

  	
  08-Apr-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  High Performance Explosive  Containing
  CL-20

  	
   

  	
  USA

  	
   

  	
  6214137

  	
   

  	
  10-Apr-2001

  	
   

  	
  09/166842

  	
   

  	
  06-Oct-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Biplateau Reduced Smoke  Propellant

  	
   

  	
  USA

  	
   

  	
  6217682

  	
   

  	
  17-Apr-2001

  	
   

  	
  09/178608

  	
   

  	
  26-Oct-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method For Making Plastic
  Bonded  Explosive Formulations Containing  CL-20 And
  Binder System

  	
   

  	
  USA

  	
   

  	
  6217799

  	
   

  	
  17-Apr-2001

  	
   

  	
  09/166843

  	
   

  	
  06-Oct-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Performance Optimizing
  System For  a Satellite Solar Array

  	
   

  	
  USA

  	
   

  	
  6218605

  	
   

  	
  17-Apr-2001

  	
   

  	
  08/841526

  	
   

  	
  23-Apr-1997

  	
   

  	
  AEC-Able  Engineering
  Co.,  Inc.

  
	
  Payload Fairing With
  Improved  Acoustic Suppression

  	
   

  	
  USA

  	
   

  	
  6224020

  	
   

  	
  01-May-2001

  	
   

  	
  09/220495

  	
   

  	
  24-Dec-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Supplemental-Restraint-System
  Gas  Generating Device With Water-Soluble Polymeric Binder

  	
   

  	
  USA

  	
   

  	
  6224099

  	
   

  	
  01-May-2001

  	
   

  	
  09/119517

  	
   

  	
  21-Jul-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Propellant Grain Capable Of  Generating
  Buffered Boundary Layer  For Reducing Rocket Nozzle  Recession

  	
   

  	
  USA

  	
   

  	
  6226979

  	
   

  	
  08-May-2001

  	
   

  	
  09/503725

  	
   

  	
  15-Feb-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Lightweight, Fighting
  Position  Excavation System

  	
   

  	
  USA

  	
   

  	
  6233851

  	
   

  	
  22-May-2001

  	
   

  	
  08/799258

  	
   

  	
  13-Feb-1997

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Metal Amine Complexes in
  Gas  Generant Formulations

  	
   

  	
  USA

  	
   

  	
  6241281

  	
   

  	
  05-Jun-2001

  	
   

  	
  09/434274

  	
   

  	
  05-Nov-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Compression Mold

  	
   

  	
  USA

  	
   

  	
  6241506

  	
   

  	
  05-Jun-2001

  	
   

  	
  09/162931

  	
   

  	
  29-Sep-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  High Energy Gun Propellants

  	
   

  	
  USA

  	
   

  	
  6241833

  	
   

  	
  05-Jun-2001

  	
   

  	
  09/116744

  	
   

  	
  16-Jul-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Increased
  Velocity-Performance-Range Bullet

  	
   

  	
  USA

  	
   

  	
  6244187

  	
   

  	
  12-Jun-2001

  	
   

  	
  09/346182

  	
   

  	
  01-Jul-1999

  	
   

  	
  Federal  Cartridge  Company

  
	
  Method For Producing a
  Sized  Coated Ceramic Fiber and Coated  Fiber

  	
   

  	
  USA

  	
   

  	
  6251520

  	
   

  	
  26-Jun-2001

  	
   

  	
  09/311385

  	
   

  	
  13-May-1999

  	
   

  	
  COI Ceramics,  Inc.

  
	
  Hand-Held Primer Loading
  Tool

  	
   

  	
  USA

  	
   

  	
  6260463

  	
   

  	
  17-Jul-2001

  	
   

  	
  09/372450

  	
   

  	
  11-Aug-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Apparatus For Machining
  Explosive  Materials

  	
   

  	
  USA

  	
   

  	
  6272954

  	
   

  	
  14-Aug-2001

  	
   

  	
  09/440883

  	
   

  	
  16-Nov-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Plastic Liner For Bayonet
  Primers

  	
   

  	
  USA

  	
   

  	
  6272994

  	
   

  	
  14-Aug-2001

  	
   

  	
  09/386810

  	
   

  	
  31-Aug-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  



 


62

















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Moisture Seal For Composite
  Sabot  With Depleted Uranium Penetrator

  	
   

  	
  USA

  	
   

  	
  6279214

  	
   

  	
  28-Aug-2001

  	
   

  	
  09/353695

  	
   

  	
  14-Jul-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Range Rate Aiding in a
  Pulsed  Radar System

  	
   

  	
  USA

  	
   

  	
  6281833

  	
   

  	
  28-Aug-2001

  	
   

  	
  09/437828

  	
   

  	
  10-Nov-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method and Apparatus For  Producing
  Fiber Reinforced  Structures

  	
   

  	
  USA

  	
   

  	
  6290799

  	
   

  	
  18-Sep-2001

  	
   

  	
  09/399691

  	
   

  	
  21-Sep-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method For Changing the
  Dielectric  Properties of a Ceramic
  Matrix  Composite

  	
   

  	
  USA

  	
   

  	
  6294125

  	
   

  	
  25-Sep-2001

  	
   

  	
  09/220172

  	
   

  	
  23-Dec-1998

  	
   

  	
  COI Ceramics,  Inc.

  
	
  Captive Soft-Point Bullet

  	
   

  	
  USA

  	
   

  	
  6305292

  	
   

  	
  23-Oct-2001

  	
   

  	
  09/597017

  	
   

  	
  20-Jun-2000

  	
   

  	
  Federal  Cartridge  Company

  
	
  Vacuum Debulking Table For  Thermoplastic
  Materials

  	
   

  	
  USA

  	
   

  	
  6312247

  	
   

  	
  06-Nov-2001

  	
   

  	
  09/240164

  	
   

  	
  29-Jan-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Thrusting Apparatus

  	
   

  	
  USA

  	
   

  	
  6315238

  	
   

  	
  13-Nov-2001

  	
   

  	
  07/212468

  	
   

  	
  28-Jun-1988

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  High Range Resolution Radar  Through
  Non-Uniform Sampling

  	
   

  	
  USA

  	
   

  	
  6317074

  	
   

  	
  13-Nov-2001

  	
   

  	
  09/594894

  	
   

  	
  15-Jun-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Solvent Application System

  	
   

  	
  USA

  	
   

  	
  6343552

  	
   

  	
  05-Feb-2002

  	
   

  	
  09/587773

  	
   

  	
  06-Jun-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Ammunition Detector

  	
   

  	
  USA

  	
   

  	
  6343564

  	
   

  	
  05-Feb-2002

  	
   

  	
  09/360756

  	
   

  	
  26-Jul-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Ceramic Matrix Composites

  	
   

  	
  USA

  	
   

  	
  6350713

  	
   

  	
  26-Feb-2002

  	
   

  	
  09/198979

  	
   

  	
  24-Nov-1998

  	
   

  	
  COI Ceramics,  Inc.

  
	
  Gas Generating Eject Motor

  	
   

  	
  USA

  	
   

  	
  6352030

  	
   

  	
  05-Mar-2002

  	
   

  	
  09/436357

  	
   

  	
  09-Nov-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Improved Propulsion System

  	
   

  	
  USA

  	
   

  	
  6357357

  	
   

  	
  19-Mar-2002

  	
   

  	
  09/227070

  	
   

  	
  05-Jan-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Alignment Fixture

  	
   

  	
  USA

  	
   

  	
  6360666

  	
   

  	
  26-Mar-2002

  	
   

  	
  09/587962

  	
   

  	
  06-Jun-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Polymerization of
  Poly(Glycidyl  Nitrate) From High Purity
  Glycidyl  Nitrate Synthesized From Glycerol

  	
   

  	
  USA

  	
   

  	
  6362311

  	
   

  	
  26-Mar-2002

  	
   

  	
  09/688819

  	
   

  	
  17-Oct-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Portable Propellant Cutting  Assembly, and
  Method of Cutting  Propellant With Assembly

  	
   

  	
  USA

  	
   

  	
  6378436

  	
   

  	
  30-Apr-2002

  	
   

  	
  09/506597

  	
   

  	
  18-Feb-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Process For Making
  2,4,6,8,10,12,-Hexanitro-2,4,6,8,10,12-Hexaazatetracyclo(5.5.0.05,903,11)-Dodecane

  	
   

  	
  USA

  	
   

  	
  6391130

  	
   

  	
  21-May-2002

  	
   

  	
  09/503726

  	
   

  	
  15-Feb-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Hybrid Rocket Propulsion
  System  Including Array of Hybrid or Fluid  Attitude-Control
  Rocket Engines

  	
   

  	
  USA

  	
   

  	
  6393830

  	
   

  	
  28-May-2002

  	
   

  	
  09/532301

  	
   

  	
  22-Mar-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  



 


63

















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Payload Fairing With
  Jettisonable  Mass Acoustic Suppression

  	
   

  	
  USA

  	
   

  	
  6394394

  	
   

  	
  28-May-2002

  	
   

  	
  09/567816

  	
   

  	
  09-May-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Antenna Array Apparatus
  With  Conformal Mounting Structure

  	
   

  	
  USA

  	
   

  	
  6407711

  	
   

  	
  18-Jun-2002

  	
   

  	
  09/841829

  	
   

  	
  24-Apr-2001

  	
   

  	
  Science and  Applied  Technology, Inc.  & COI

  
	
  End Closure Modules For
  Multi-Cell  Pressure Vessels, And
  Pressure  Vessels And Vehicles Containing  The Same

  	
   

  	
  USA

  	
   

  	
  6412650

  	
   

  	
  02-Jul-2002

  	
   

  	
  09/558628

  	
   

  	
  26-Apr-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Extraction and Recovery of  Nitramines
  From Propellants,  Explosives, and
  Pyrotechnics

  	
   

  	
  USA

  	
   

  	
  6414143

  	
   

  	
  02-Jul-2002

  	
   

  	
  09/505872

  	
   

  	
  17-Feb-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method for Recovery of
  Nitramines  From Aluminized Energetic
  Materials

  	
   

  	
  USA

  	
   

  	
  6416601

  	
   

  	
  09-Jul-2002

  	
   

  	
  09/784475

  	
   

  	
  15-Feb-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Braking Apparatus

  	
   

  	
  USA

  	
   

  	
  6422357

  	
   

  	
  23-Jul-2002

  	
   

  	
  09/566983

  	
   

  	
  09-May-2000

  	
   

  	
  AEC-Able  Engineering/ILC  Dover, Inc.

  
	
  Solar Array For Satellite
  Vehicles

  	
   

  	
  USA

  	
   

  	
  6423895

  	
   

  	
  23-Jul-2002

  	
   

  	
  09/805308

  	
   

  	
  12-Mar-2001

  	
   

  	
  AEC-Able  Engineering
  Co.,  Inc.

  
	
  Extrudable Black Body Decoy
  Flare  Compositions

  	
   

  	
  USA

  	
   

  	
  6432231

  	
   

  	
  13-Aug-2002

  	
   

  	
  09/735643

  	
   

  	
  14-Dec-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Antenna Data Compression
  Using  Multi-Dipole Antenna

  	
   

  	
  USA

  	
   

  	
  6437737

  	
   

  	
  20-Aug-2002

  	
   

  	
  09/491367

  	
   

  	
  26-Jan-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method of Manufacturing a  Composite
  Structure Using a  Conformable Locating
  Aperture  System

  	
   

  	
  USA

  	
   

  	
  6478922

  	
   

  	
  12-Nov-2002

  	
   

  	
  09/594920

  	
   

  	
  15-Jun-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Multi-Stage Rocket Motor
  Assembly  Including Jettisonable Launch Motor  Integrated
  With Flight Igniter

  	
   

  	
  USA

  	
   

  	
  6481198

  	
   

  	
  19-Nov-2002

  	
   

  	
  09/604679

  	
   

  	
  27-Jun-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Reuseable Training
  Dispenser

  	
   

  	
  USA

  	
   

  	
  6481327

  	
   

  	
  19-Nov-2002

  	
   

  	
  09/592481

  	
   

  	
  09-Jun-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Metal Amine Complexes in
  Gas  Generant Formulations

  	
   

  	
  USA

  	
   

  	
  6481746

  	
   

  	
  19-Nov-2002

  	
   

  	
  08/746224

  	
   

  	
  07-Nov-1996

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Assembly and Process For  Controlled
  Burning of Landmine  Without Detonation

  	
   

  	
  USA

  	
   

  	
  6484617

  	
   

  	
  26-Nov-2002

  	
   

  	
  09/562971

  	
   

  	
  03-May-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Position Controlled
  Tensioner  System

  	
   

  	
  USA

  	
   

  	
  6491773

  	
   

  	
  10-Dec-2002

  	
   

  	
  09/490357

  	
   

  	
  24-Jan-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Rubber-Epoxy Bonding Via an  Interfacial
  Layer Containing  Acrylates

  	
   

  	
  USA

  	
   

  	
  6495259

  	
   

  	
  17-Dec-2002

  	
   

  	
  09/433321

  	
   

  	
  03-Nov-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Pyrolytic Graphite Gauge
  for  Measuring Heat Flux

  	
   

  	
  USA

  	
   

  	
  6499289

  	
   

  	
  31-Dec-2002

  	
   

  	
  09/820403

  	
   

  	
  29-Mar-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  



 


64
















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spring Disc for Securing a  Combustible
  Cartridge Case to a  Case Base

  	
   

  	
  USA

  	
   

  	
  6505560

  	
   

  	
  14-Jan-2003

  	
   

  	
  09/923852

  	
   

  	
  07-Aug-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Synthesis For
  4,10-dinitro-2,6,8,12-  tetraoxa,4,10-  diazatetracyclo[5.5.0.05,903,11]-  Dodecane

  	
   

  	
  USA

  	
   

  	
  6512113

  	
   

  	
  28-Jan-2003

  	
   

  	
  09/589113

  	
   

  	
  08-Jun-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Apparatus and Method For  Producing a
  Spectrally Variable  Radiation Source and
  Systems  Including Same

  	
   

  	
  USA

  	
   

  	
  6525814

  	
   

  	
  25-Feb-2003

  	
   

  	
  09/425595

  	
   

  	
  22-Oct-1999

  	
   

  	
  Mission  Research  Corporation

  
	
  Captive Soft-Point Bullet

  	
   

  	
  USA

  	
   

  	
  6530328

  	
   

  	
  11-Mar-2003

  	
   

  	
  09/948198

  	
   

  	
  07-Sep-2001

  	
   

  	
  Federal  Cartridge  Company

  
	
  Degradable Practice Mine

  	
   

  	
  USA

  	
   

  	
  6539871

  	
   

  	
  01-Apr-2003

  	
   

  	
  09/821219

  	
   

  	
  29-Mar-2001

  	
   

  	
  Alliant Techsystems  Inc.

  
	
  Non-Toxic, Heavy-Metal-Free  Shotshell
  Primer Mix

  	
   

  	
  USA

  	
   

  	
  6544363

  	
   

  	
  08-Apr-2003

  	
   

  	
  09/702120

  	
   

  	
  30-Oct-2000

  	
   

  	
  Federal  Cartridge  Company

  
	
  Overwrap Tape End-Effector
  For  Fiber Placement/Winding Machines

  	
   

  	
  USA

  	
   

  	
  6544367

  	
   

  	
  08-Apr-2003

  	
   

  	
  09/241830

  	
   

  	
  01-Feb-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method of Constructing
  Insulated  Metal Dome Structure For a Rocket  Motor

  	
   

  	
  USA

  	
   

  	
  6554936

  	
   

  	
  29-Apr-2003

  	
   

  	
  09/391979

  	
   

  	
  08-Sep-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  EPDM Rocket Motor
  Insulation

  	
   

  	
  USA

  	
   

  	
  6566420

  	
   

  	
  20-May-2003

  	
   

  	
  09/481709

  	
   

  	
  12-Jan-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method of Manufacturing a
  Soft  Point Bullet

  	
   

  	
  USA

  	
   

  	
  6581503

  	
   

  	
  24-Jun-2003

  	
   

  	
  10/098647

  	
   

  	
  13-Mar-2002

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  High Strength Reactive
  Materials

  	
   

  	
  USA

  	
   

  	
  6593410

  	
   

  	
  15-Jul-2003

  	
   

  	
  09/789479

  	
   

  	
  21-Feb-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Chain-Extended Poly(Bis-  Azidomethyloxetane),
  and  Combustible Cartridge Cases and  Ammunition
  Comprising the Same

  	
   

  	
  USA

  	
   

  	
  6600002

  	
   

  	
  29-Jul-2003

  	
   

  	
  09/841900

  	
   

  	
  24-Apr-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Process For The Synthesis
  and  Recovery of Nitramines

  	
   

  	
  USA

  	
   

  	
  6603018

  	
   

  	
  05-Aug-2003

  	
   

  	
  10/060051

  	
   

  	
  01-Feb-2002

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Transpiration Cooling of
  Rocket  Engines

  	
   

  	
  USA

  	
   

  	
  6606851

  	
   

  	
  19-Aug-2003

  	
   

  	
  09/946630

  	
   

  	
  06-Sep-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method For Recovery Of
  Nitramines  From Aluminized Energetic
  Materials

  	
   

  	
  USA

  	
   

  	
  6610156

  	
   

  	
  26-Aug-2003

  	
   

  	
  09/784476

  	
   

  	
  15-Feb-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Prilling Energetic
  Particles, and  Process for Making the Same

  	
   

  	
  USA

  	
   

  	
  6610157

  	
   

  	
  26-Aug-2003

  	
   

  	
  09/759594

  	
   

  	
  12-Jan-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Rocket Motors With
  Insensitive  Munitions Systems

  	
   

  	
  USA

  	
   

  	
  6619029

  	
   

  	
  16-Sep-2003

  	
   

  	
  10/016697

  	
   

  	
  01-Nov-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  



 


65

















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Antigen Detection Device
  and  Method

  	
   

  	
  USA

  	
   

  	
  6620626

  	
   

  	
  16-Sep-2003

  	
   

  	
  09/636772

  	
   

  	
  09-Aug-2000

  	
   

  	
  Mission  Research  Corporation

  
	
  Nitrate-Ester Plasticized
  Energetic  Compositions, Method of Making  and Rocket
  Motor Assemblies  Containing the Same

  	
   

  	
  USA

  	
   

  	
  6632378

  	
   

  	
  14-Oct-2003

  	
   

  	
  09/797929

  	
   

  	
  02-Mar-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Reduced Sensitivity
  Melt-Cast  Explosives

  	
   

  	
  USA

  	
   

  	
  6648998

  	
   

  	
  18-Nov-2003

  	
   

  	
  09/747303

  	
   

  	
  21-Dec-2000

  	
   

  	
  Alliant/ARDEC

  
	
  Rocket Nozzel Assembly
  Having  Rotatable Variable Thrust Control  Cylinders, and
  Rocket Assembly  Comprising The Same

  	
   

  	
  USA

  	
   

  	
  6651438

  	
   

  	
  25-Nov-2003

  	
   

  	
  09/941397

  	
   

  	
  29-Aug-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Low Density Composite
  Rocket  Nozzle Components and Process  For Making the
  Same From  Standard Density Phenolic Matrix,  Fiber
  Reinforced Materials

  	
   

  	
  USA

  	
   

  	
  6679965

  	
   

  	
  20-Jan-2004

  	
   

  	
  09/090256

  	
   

  	
  04-Jun-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Fiber-Reinforced Rocket
  Motor  Insulation

  	
   

  	
  USA

  	
   

  	
  6691505

  	
   

  	
  17-Feb-2004

  	
   

  	
  10/046132

  	
   

  	
  09-Jan-2002

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Pressure-Actuated Joint
  System

  	
   

  	
  USA

  	
   

  	
  6711890

  	
   

  	
  30-Mar-2004

  	
   

  	
  10/132950

  	
   

  	
  26-Apr-2002

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Rocket Motor Nozzle
  Assemblies  Having Vacuum
  Plasma-Sprayed  Refractory Metal Shell
  Throat  Inserts, Methods of Making, and  Rocket Motors
  Including Same

  	
   

  	
  USA

  	
   

  	
  6711901

  	
   

  	
  30-Mar-2004

  	
   

  	
  09/765781

  	
   

  	
  19-Jan-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Electrostatically Clean
  Solar Array

  	
   

  	
  USA

  	
   

  	
  6713670

  	
   

  	
  30-Mar-2004

  	
   

  	
  10/219849

  	
   

  	
  14-Aug-2002

  	
   

  	
  Composite  Optics,  Incorporated

  
	
  Momentum Trap Ballistic
  Armor  System

  	
   

  	
  USA

  	
   

  	
  6718861

  	
   

  	
  13-Apr-2004

  	
   

  	
  09/887298

  	
   

  	
  22-Jun-2001

  	
   

  	
  ATK/SWRI/IRA

  
	
  Ordnance Control and
  Initiation  System and Related Method

  	
   

  	
  USA

  	
   

  	
  6718881

  	
   

  	
  13-Apr-2004

  	
   

  	
  09/949031

  	
   

  	
  07-Sep-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Apparatus and Method For  Reinforcing A
  Pressure Vessel

  	
   

  	
  USA

  	
   

  	
  6719165

  	
   

  	
  13-Apr-2004

  	
   

  	
  09/938327

  	
   

  	
  22-Aug-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Process For Making Stable
  Cured  Poly(Glycidyl Nitrate)

  	
   

  	
  USA

  	
   

  	
  6730181

  	
   

  	
  04-May-2004

  	
   

  	
  10/055716

  	
   

  	
  22-Jan-2002

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method of Manufacturing a
  Soft  Point Bullet

  	
   

  	
  USA

  	
   

  	
  6732657

  	
   

  	
  11-May-2004

  	
   

  	
  10/421049

  	
   

  	
  23-Apr-2003

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method for Processing
  Explosives  Containing
  2,4,6,8,10,12-Hexanitro-  2,4,6,8,10,12-Hexaazatetracyclo[5.5.0.05,903,11]-Dodecane
  (CL-20) with Naphthenic  and Paraffinic Oils

  	
   

  	
  USA

  	
   

  	
  6736913

  	
   

  	
  18-May-2004

  	
   

  	
  10/000244

  	
   

  	
  18-Oct-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method For Producing
  Ceramic  Matrix Composites

  	
   

  	
  USA

  	
   

  	
  6743393

  	
   

  	
  01-Jun-2004

  	
   

  	
  09/098822

  	
   

  	
  17-Jun-1998

  	
   

  	
  COI Ceramics,  Inc.

  



 


66

















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Guided Munitions
  Electronics  Package and Method

  	
   

  	
  USA

  	
   

  	
  6744637

  	
   

  	
  01-Jun-2004

  	
   

  	
  10/307127

  	
   

  	
  27-Nov-2002

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  High Strength Rubber
  Formulations,  and Shear Ply Made From the
  Same

  	
   

  	
  USA

  	
   

  	
  6750293

  	
   

  	
  15-Jun-2004

  	
   

  	
  10/107594

  	
   

  	
  27-Mar-2002

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Cure-on-the-Fly System

  	
   

  	
  USA

  	
   

  	
  6752190

  	
   

  	
  22-Jun-2004

  	
   

  	
  08/122344

  	
   

  	
  15-Sep-1993

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Apparatus for Load Transfer  Between
  Aerospace Vehicle  Components, Aerospace
  Vehicles  Including Same, and Method of  Attachment of
  Aerospace Vehicle  Components

  	
   

  	
  USA

  	
   

  	
  6761335

  	
   

  	
  13-Jul-2004

  	
   

  	
  09/997642

  	
   

  	
  29-Nov-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Strain Control Device For
  Attaching  Transmission Lines to Deformable  Structures and
  Methods Employing  Same

  	
   

  	
  USA

  	
   

  	
  6770821

  	
   

  	
  03-Aug-2004

  	
   

  	
  10/056943

  	
   

  	
  25-Oct-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Ammunition Reloading
  Apparatus  With Feed Mechanism

  	
   

  	
  USA

  	
   

  	
  6772668

  	
   

  	
  10-Aug-2004

  	
   

  	
  10/214977

  	
   

  	
  07-Aug-2002

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  System and Method For
  Measuring  Stress at an Interface

  	
   

  	
  USA

  	
   

  	
  6776049

  	
   

  	
  17-Aug-2004

  	
   

  	
  10/016479

  	
   

  	
  07-Dec-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Burning Nitrous Oxide and a
  Fuel

  	
   

  	
  USA

  	
   

  	
  6779335

  	
   

  	
  24-Aug-2004

  	
   

  	
  10/004831

  	
   

  	
  07-Dec-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Obturator For Large Caliber
  Smooth  Bore Ammunition 

  	
   

  	
  USA

  	
   

  	
  6782830

  	
   

  	
  31-Aug-2004

  	
   

  	
  10/660417

  	
   

  	
  11-Sep-2003

  	
   

  	
  Alliant Techsystems  Inc.

  
	
  EPDM Rocket Motor
  Insulation

  	
   

  	
  USA

  	
   

  	
  6787586

  	
   

  	
  07-Sep-2004

  	
   

  	
  10/310005

  	
   

  	
  03-Dec-2002

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Remotely Actuated Localized  Pressure and
  Heat Apparatus and  Method of Use

  	
   

  	
  USA

  	
   

  	
  6793479

  	
   

  	
  21-Sep-2004

  	
   

  	
  09/062046

  	
   

  	
  17-Apr-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Shared Memory Interface
  With  Conventional Access and  Synchronization
  Support

  	
   

  	
  USA

  	
   

  	
  6795901

  	
   

  	
  21-Sep-2004

  	
   

  	
  09/466303

  	
   

  	
  17-Dec-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Bullet For Optimal
  Penetration and  Expansion

  	
   

  	
  USA

  	
   

  	
  6805057

  	
   

  	
  19-Oct-2004

  	
   

  	
  10/007604

  	
   

  	
  07-Nov-2001

  	
   

  	
  Federal  Cartridge  Company

  
	
  Synthesis of Energetic  Thermoplastic
  Elastomers  Containing Oligomeric
  Urethane  Linkages

  	
   

  	
  USA

  	
   

  	
  6815522

  	
   

  	
  09-Nov-2004

  	
   

  	
  09/436440

  	
   

  	
  09-Nov-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method and System of
  Thermal  Protection

  	
   

  	
  USA

  	
   

  	
  6827312

  	
   

  	
  07-Dec-2004

  	
   

  	
  10/304236

  	
   

  	
  27-Nov-2001

  	
   

  	
  COI Ceramics,  Inc.

  
	
  Reduced Energy Binder For  Energetic
  Compositions

  	
   

  	
  USA

  	
   

  	
  6835255

  	
   

  	
  28-Dec-2004

  	
   

  	
  09/088163

  	
   

  	
  01-Jun-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  



 


67

















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Process For Making Stable
  Cured  Poly(Glycidyl Nitrate) and Energetic  Compositions
  Comprising Same

  	
   

  	
  USA

  	
   

  	
  6861501

  	
   

  	
  01-Mar-2005

  	
   

  	
  10/055725

  	
   

  	
  22-Jan-2002

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Continuous Process and
  System For  Production of Glycidyl
  Nitrate From  Glycerin, Nitric Acid And
  Caustic and  Conversion of Glycidyl
  Nitrate to  Poly (Glycidyl Nitrate)

  	
   

  	
  USA

  	
   

  	
  6870061

  	
   

  	
  22-Mar-2005

  	
   

  	
  10/340167

  	
   

  	
  10-Jan-2003

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Low-Sensitivity Explosive  Compositions
  And Method For  Making Explosive
  Compositions

  	
   

  	
  USA

  	
   

  	
  6881283

  	
   

  	
  19-Apr-2005

  	
   

  	
  10/210863

  	
   

  	
  31-Jul-2002

  	
   

  	
  Alliant/ARDEC

  
	
  Apparatus and Method for Induction  Lamination of
  Electrically Conductive  Fiber Reinforced Composite  Materials

  	
   

  	
  USA

  	
   

  	
  6881374

  	
   

  	
  19-Apr-2005

  	
   

  	
  10/253032

  	
   

  	
  24-Sep-2002

  	
   

  	
  Army Research  Laboratory

  
	
  Process For The Synthesis
  and  Recovery of Nitramines

  	
   

  	
  USA

  	
   

  	
  6881847

  	
   

  	
  19-Apr-2005

  	
   

  	
  10/455092

  	
   

  	
  05-Jun-2003

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Reformulation of
  Composition C-4  Explosives

  	
   

  	
  USA

  	
   

  	
  6887324

  	
   

  	
  03-May-2005

  	
   

  	
  10/068586

  	
   

  	
  05-Feb-2002

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method of Insulating a Case
  of a  Solid Propellant Rocket Motor

  	
   

  	
  USA

  	
   

  	
  6893597

  	
   

  	
  17-May-2005

  	
   

  	
  09/747192

  	
   

  	
  21-Dec-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method of Applying Ablative  Insulation
  Coatings

  	
   

  	
  USA

  	
   

  	
  6896834

  	
   

  	
  24-May-2005

  	
   

  	
  09/950094

  	
   

  	
  10-Sep-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Rocket Motor Nozzle
  Assemblies  Having Vacuum
  Plasma-Sprayed  Refractory Metal Shell Throat  Inserts,
  Methods of Making, and  Rocket Motors Including
  Same

  	
   

  	
  USA

  	
   

  	
  6904755

  	
   

  	
  14-Jun-2005

  	
   

  	
  10/768731

  	
   

  	
  28-Jan-2004

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Electromagnetic-Field
  Polarization  Twister

  	
   

  	
  USA

  	
   

  	
  6906685

  	
   

  	
  14-Jun-2005

  	
   

  	
  10/348044

  	
   

  	
  17-Jan-2003

  	
   

  	
  Mission  Research  Corporation

  
	
  Integration of a
  Semi-Active Laser  Seeker into the DSU-33
  Proximity  Sensor

  	
   

  	
  USA

  	
   

  	
  6919840

  	
   

  	
  19-Jul-2005

  	
   

  	
  10/301522

  	
   

  	
  21-Nov-2002

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  System and Method For
  Integrating  Antennas into a Vehicle
  Rear-Deck  Spoiler

  	
   

  	
  USA

  	
   

  	
  6927736

  	
   

  	
  09-Aug-2005

  	
   

  	
  10/440449

  	
   

  	
  16-May-2003

  	
   

  	
  Mission  Research  Corporation

  
	
  Method and Apparatus For  Measuring
  Bending in a Pin Member

  	
   

  	
  USA

  	
   

  	
  6951137

  	
   

  	
  04-Oct-2005

  	
   

  	
  09/897003

  	
   

  	
  02-Jul-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Smooth Bore Second
  Environment  Sensing

  	
   

  	
  USA

  	
   

  	
  6951161

  	
   

  	
  04-Oct-2005

  	
   

  	
  10/737032

  	
   

  	
  15-Dec-2003

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Strain Control Device For
  Attaching  Transmission Lines to Deformable  Structures and
  Methods Employing  Same

  	
   

  	
  USA

  	
   

  	
  6959491

  	
   

  	
  01-Nov-2005

  	
   

  	
  10/871149

  	
   

  	
  18-Jun-2004

  	
   

  	
  Alliant  Techsystems  Inc.

  



 


68

















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Incremental Pressurization  Fluctuation
  Counter and Methods  Therefor

  	
   

  	
  USA

  	
   

  	
  6959605

  	
   

  	
  01-Nov-2005

  	
   

  	
  10/377273

  	
   

  	
  27-Feb-2003

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Low Temperature,
  Extrudable, High  Density Reactive Materials

  	
   

  	
  USA

  	
   

  	
  6962634

  	
   

  	
  08-Nov-2005

  	
   

  	
  10/386617

  	
   

  	
  12-Mar-2003

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Reduced Sensitivity,
  Melt-Pourable  Tritonal Replacements

  	
   

  	
  USA

  	
   

  	
  6964714

  	
   

  	
  15-Nov-2005

  	
   

  	
  09/893336

  	
   

  	
  27-Jun-2001

  	
   

  	
  Alliant/ARDEC

  
	
  Fuze Explosive Ordnance
  Disposal  Circuit

  	
   

  	
  USA

  	
   

  	
  6966261

  	
   

  	
  22-Nov-2005

  	
   

  	
  10/441665

  	
   

  	
  20-May-2003

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Rocket Motors With
  Insensitive  Munitions Systems and
  Projectiles  Including Same

  	
   

  	
  USA

  	
   

  	
  6966264

  	
   

  	
  22-Nov-2005

  	
   

  	
  10/645706

  	
   

  	
  21-Aug-2003

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Metal Complexes For Use as
  Gas  Generants

  	
   

  	
  USA

  	
   

  	
  6969435

  	
   

  	
  29-Nov-2005

  	
   

  	
  09/025345

  	
   

  	
  18-Feb-1998

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method of Forming Laminar  Structures
  Having Variable Angle  Tape Wrap

  	
   

  	
  USA

  	
   

  	
  6972064

  	
   

  	
  06-Dec-2005

  	
   

  	
  10/279281

  	
   

  	
  23-Oct-2002

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Fixed Canard 2-D Guidance
  of  Artillery Projectiles

  	
   

  	
  USA

  	
   

  	
  6981672

  	
   

  	
  03-Jan-2006

  	
   

  	
  10/664223

  	
   

  	
  17-Sep-2003

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method For the Production
  of Alpha-  Alane

  	
   

  	
  USA

  	
   

  	
  6984746

  	
   

  	
  10-Jan-2006

  	
   

  	
  10/947078

  	
   

  	
  22-Sep-2004

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Crystallization of
  2,4,6,8,10,12-  Hexanitro-2,4,6,8,10,12-Hexaazatetracyclo[5.5.0.05.903.11]-Dodecane

  	
   

  	
  USA

  	
   

  	
  6992185

  	
   

  	
  31-Jan-2006

  	
   

  	
  10/042522

  	
   

  	
  09-Jan-2002

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Electronic Switching System
  For a  Detonation Device

  	
   

  	
  USA

  	
   

  	
  6992877

  	
   

  	
  31-Jan-2006

  	
   

  	
  10/386578

  	
   

  	
  12-Mar-2003

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Fiber Redirect System,
  Multi-Axis  Robotic Wrist and Fiber
  Placement  Apparatus Incorporating Same and  Related
  Methods

  	
   

  	
  USA

  	
   

  	
  6994324

  	
   

  	
  07-Feb-2006

  	
   

  	
  10/428332

  	
   

  	
  02-May-2003

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Manual Container Lifter

  	
   

  	
  USA

  	
   

  	
  6997492

  	
   

  	
  14-Feb-2006

  	
   

  	
  10/850260

  	
   

  	
  20-May-2004

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method For The Synthesis Of  Energetic
  Thermoplastic Elastomers  In Non-Halogenated Solvents

  	
   

  	
  USA

  	
   

  	
  6997997

  	
   

  	
  14-Feb-2006

  	
   

  	
  09/831411

  	
   

  	
  07-May-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Magnetically Sensed Second  Environment
  Safety and Arming  Device

  	
   

  	
  USA

  	
   

  	
  7004072

  	
   

  	
  28-Feb-2006

  	
   

  	
  09/538785

  	
   

  	
  30-Mar-2000

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Propellant Formulation

  	
   

  	
  USA

  	
   

  	
  7011722

  	
   

  	
  14-Mar-2006

  	
   

  	
  10/383656

  	
   

  	
  10-Mar-2003

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Elastomeric Rocket Motor
  Insulation

  	
   

  	
  USA

  	
   

  	
  7012107

  	
   

  	
  14-Mar-2006

  	
   

  	
  10/463751

  	
   

  	
  17-Jun-2003

  	
   

  	
  Alliant  Techsystems  Inc.

  



 


69
















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additive For Composition B
  and  Composition B Replacements That  Mitigates Slow
  Cook-Off Violence

  	
   

  	
  USA

  	
   

  	
  7033449

  	
   

  	
  25-Apr-2006

  	
   

  	
  10/385379

  	
   

  	
  10-Mar-2003

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method and Apparatus For
  Testing  Surface Characteristics of a Material

  	
   

  	
  USA

  	
   

  	
  7040143

  	
   

  	
  09-May-2006

  	
   

  	
  10/651311

  	
   

  	
  28-Aug-2003

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Multiple Pulse Cartridge
  Ignition  System

  	
   

  	
  USA

  	
   

  	
  7047885

  	
   

  	
  23-May-2006

  	
   

  	
  09/503524

  	
   

  	
  14-Feb-2000

  	
   

  	
  Alliant/ARDEC

  
	
  Projectile Structure

  	
   

  	
  USA

  	
   

  	
  7051659

  	
   

  	
  30-May-2006

  	
   

  	
  10/164718

  	
   

  	
  10-Jun-2002

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Reduced Sensitivity,
  Melt-Pourable  TNT Replacements

  	
   

  	
  USA

  	
   

  	
  7067024

  	
   

  	
  27-Jun-2006

  	
   

  	
  09/893337

  	
   

  	
  27-Jun-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Fiber-Reinforced Rocket
  Motor  Insulation

  	
   

  	
  USA

  	
   

  	
  7070705

  	
   

  	
  04-Jul-2006

  	
   

  	
  10/772877

  	
   

  	
  05-Feb-2004

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Apparatus and Method For  Measuring
  Stress at an Interface

  	
   

  	
  USA

  	
   

  	
  7077011

  	
   

  	
  18-Jul-2006

  	
   

  	
  10/763486

  	
   

  	
  23-Jan-2004

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Multi-Layered Momentum Trap  Ballistic
  Armor

  	
   

  	
  USA

  	
   

  	
  7077048

  	
   

  	
  18-Jul-2006

  	
   

  	
  10/805955

  	
   

  	
  22-Mar-2004

  	
   

  	
  ATK/SWRI/IRA

  
	
  Radar-Filtered Projectile

  	
   

  	
  USA

  	
   

  	
  7079070

  	
   

  	
  18-Jul-2006

  	
   

  	
  10/215475

  	
   

  	
  15-Apr-2002

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Digital Signal Gating
  Apparatus and  Method in a Pulse Receiver
  System

  	
   

  	
  USA

  	
   

  	
  7082172

  	
   

  	
  25-Jul-2006

  	
   

  	
  10/268170

  	
   

  	
  09-Oct-2002

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Honeycomb Core Composite
  Article  and Method and Apparatus For  Making Same

  	
   

  	
  USA

  	
   

  	
  7083753

  	
   

  	
  01-Aug-2006

  	
   

  	
  10/737687

  	
   

  	
  16-Dec-2003

  	
   

  	
  Composite  Optics,  Incorporated

  
	
  Method And Apparatus For
  Creating  A Simulated Particle Pack

  	
   

  	
  USA

  	
   

  	
  7085689

  	
   

  	
  01-Aug-2006

  	
   

  	
  09/805606

  	
   

  	
  12-Mar-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Radio Frequency Component
  and  Method For Making Same

  	
   

  	
  USA

  	
   

  	
  7095379

  	
   

  	
  22-Aug-2006

  	
   

  	
  10/164990

  	
   

  	
  06-Jun-2002

  	
   

  	
  Composite  Optics,  Incorporated
  and  NASA

  
	
  Method For Recovery Of
  Nitramines  From Aluminized Energetic
  Materials

  	
   

  	
  USA

  	
   

  	
  7101449

  	
   

  	
  05-Sep-2006

  	
   

  	
  10/646419

  	
   

  	
  22-Aug-2003

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Synthesis of Energetic  Thermoplastic
  Elastomers  Containing Both Polyoxirane
  and  Polyoxetane Blocks

  	
   

  	
  USA

  	
   

  	
  7101955

  	
   

  	
  05-Sep-2006

  	
   

  	
  09/436360

  	
   

  	
  09-Nov-1999

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Mixing Equipment Sealing
  Device

  	
   

  	
  USA

  	
   

  	
  7121716

  	
   

  	
  17-Oct-2006

  	
   

  	
  10/813180

  	
   

  	
  30-Mar-2004

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method and Apparatus For  Autonomous
  Detonation Delay in  Munitions

  	
   

  	
  USA

  	
   

  	
  7124689

  	
   

  	
  24-Oct-2006

  	
   

  	
  10/994754

  	
   

  	
  22-Nov-2004

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  System For Performing
  Coupled  Finite Analysis

  	
   

  	
  USA

  	
   

  	
  7127380

  	
   

  	
  24-Oct-2006

  	
   

  	
  10/005752

  	
   

  	
  07-Nov-2001

  	
   

  	
  Alliant  Techsystems  Inc.

  



 


70

















 


	
   

  	
   

  	
   

  	
   

  	
  Patent

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Issue Date

  	
   

  	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Polycyclic, Polyamides As  Precursors For
  Energetic Polycyclic  Polynitramine Oxidizers

  	
   

  	
  USA

  	
   

  	
  7129348

  	
   

  	
  31-Oct-2006

  	
   

  	
  07/292028

  	
   

  	
  21-Dec-1988

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  System and Method For
  Optical  Communication

  	
   

  	
  USA

  	
   

  	
  7149434

  	
   

  	
  12-Dec-2006

  	
   

  	
  10/107528

  	
   

  	
  25-Mar-2002

  	
   

  	
  Mission  Research  Corporation

  
	
  Pulse Sorting Apparatus For  Frequency
  Histogramming in a  Radar Receiver System

  	
   

  	
  USA

  	
   

  	
  7184493

  	
   

  	
  27-Feb-2007

  	
   

  	
  10/270864

  	
   

  	
  15-Oct-2002

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Method For Detection of
  Media  Layer By a Penetrating Weapon and  Related
  Apparatus and Systems

  	
   

  	
  USA

  	
   

  	
  7197982

  	
   

  	
  03-Apr-2007

  	
   

  	
  11/147980

  	
   

  	
  08-Jun-2005

  	
   

  	
  Alliant  Techsystems  Inc.

  
	
  Low Profile Handle

  	
   

  	
  USA

  	
   

  	
  D391143

  	
   

  	
  24-Feb-1998

  	
   

  	
  29/060737

  	
   

  	
  04-Oct-1996

  	
   

  	
  Federal  Cartridge  Company

  
	
  Bezel

  	
   

  	
  USA

  	
   

  	
  D393636

  	
   

  	
  21-Apr-1998

  	
   

  	
  29/035635

  	
   

  	
  03-Mar-1995

  	
   

  	
  Federal  Cartridge  Company

  
	
  Solid Propellant Rocket
  Motor With  Fusible End Closure Holder

  	
   

  	
  USA

  	
   

  	
  SIR H1144

  	
   

  	
  02-Mar-1993

  	
   

  	
  07/593725

  	
   

  	
  04-Oct-1990

  	
   

  	
  Alliant  Techsystems  Inc.

  



 


Pending


 


	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
  06/355637

  	
   

  	
  08-Mar-1982

  	
   

  	
  Alliant Techsystems Inc.

  
	
  06/413951

  	
   

  	
  30-Aug-1982

  	
   

  	
  Alliant Techsystems Inc.

  
	
  06/436918

  	
   

  	
  24-Sep-1982

  	
   

  	
  Alliant Techsystems Inc.

  
	
  06/465701

  	
   

  	
  10-Feb-1983

  	
   

  	
  Alliant Techsystems Inc.

  
	
  06/537126

  	
   

  	
  29-Sep-1983

  	
   

  	
  Alliant Techsystems Inc.

  
	
  06/641086

  	
   

  	
  15-Aug-1984

  	
   

  	
  Alliant Techsystems Inc.

  
	
  06/901083

  	
   

  	
  28-Jul-1986

  	
   

  	
  Alliant Techsystems Inc.

  
	
  07/030324

  	
   

  	
  26-Mar-1987

  	
   

  	
  Alliant Techsystems Inc.

  
	
  07/081921

  	
   

  	
  29-Jun-1987

  	
   

  	
  Alliant Techsystems Inc.

  
	
  07/149035

  	
   

  	
  23-Dec-1987

  	
   

  	
  Alliant Techsystems Inc.

  
	
  07/173793

  	
   

  	
  28-Mar-1988

  	
   

  	
  Alliant Techsystems Inc.

  
	
  07/180426

  	
   

  	
  13-Apr-1988

  	
   

  	
  Alliant Techsystems Inc.

  
	
  07/293398

  	
   

  	
  04-Jan-1989

  	
   

  	
  Alliant Techsystems Inc.

  
	
  07/354542

  	
   

  	
  19-May-1989

  	
   

  	
  Alliant Techsystems Inc.

  
	
  07/368851

  	
   

  	
  23-May-1989

  	
   

  	
  Alliant Techsystems Inc.

  
	
  07/451717

  	
   

  	
  29-Nov-1989

  	
   

  	
  Alliant Techsystems Inc.

  
	
  07/479297

  	
   

  	
  13-Feb-1990

  	
   

  	
  Alliant Techsystems Inc.

  
	
  07/518974

  	
   

  	
  04-May-1990

  	
   

  	
  Alliant Techsystems Inc.

  
	
  07/561800

  	
   

  	
  02-Aug-1990

  	
   

  	
  Alliant Techsystems Inc.

  
	
  07/584210

  	
   

  	
  18-Sep-1990

  	
   

  	
  Alliant Techsystems Inc.

  
	
  07/675291

  	
   

  	
  26-Mar-1991

  	
   

  	
  Alliant Techsystems Inc.

  



 


71

















 


	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
  07/699383

  	
   

  	
  13-May-1991

  	
   

  	
  Alliant Techsystems Inc.

  
	
  07/801070

  	
   

  	
  03-Dec-1991

  	
   

  	
  Alliant Techsystems Inc.

  
	
  07/811278

  	
   

  	
  20-Dec-1991

  	
   

  	
  COI Ceramics, Inc.

  
	
  07/936425

  	
   

  	
  11-Aug-1992

  	
   

  	
  Alliant Techsystems Inc.

  
	
  08/204044

  	
   

  	
  30-Dec-1993

  	
   

  	
  Alliant Techsystems Inc.

  
	
  08/237806

  	
   

  	
  04-May-1994

  	
   

  	
  Alliant Techsystems Inc.

  
	
  08/335057

  	
   

  	
  04-Nov-1994

  	
   

  	
  Alliant Techsystems Inc.

  
	
  08/535551

  	
   

  	
  28-Sep-1995

  	
   

  	
  Alliant Techsystems Inc.

  
	
  08/677907

  	
   

  	
  10-Jul-1996

  	
   

  	
  Alliant Techsystems Inc.

  
	
  08/936439

  	
   

  	
  15-Jul-1997

  	
   

  	
  Alliant Techsystems Inc.

  
	
  09/015698

  	
   

  	
  29-Jan-1998

  	
   

  	
  Alliant Techsystems Inc.

  
	
  09/105246

  	
   

  	
  26-Jun-1998

  	
   

  	
  Alliant Techsystems Inc.

  
	
  09/267100

  	
   

  	
  12-Mar-1999

  	
   

  	
  Alliant Techsystems Inc.

  
	
  09/771521

  	
   

  	
  18-Jan-2001

  	
   

  	
  Alliant Techsystems Inc.

  
	
  09/795690

  	
   

  	
  28-Feb-2001

  	
   

  	
  Alliant Techsystems Inc.

  
	
  09/883891

  	
   

  	
  18-Jun-2001

  	
   

  	
  Alliant Techsystems Inc.

  
	
  09/954126

  	
   

  	
  17-Sep-2001

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/005720

  	
   

  	
  07-Nov-2001

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/046008

  	
   

  	
  11-Jan-2002

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/113135

  	
   

  	
  29-Mar-2002

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/117314

  	
   

  	
  05-Apr-2002

  	
   

  	
  AEC-Able Engineering Co., Inc.

  
	
  10/208518

  	
   

  	
  30-Jul-2002

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/264763

  	
   

  	
  04-Oct-2002

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/338775

  	
   

  	
  07-Jan-2003

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/350290

  	
   

  	
  22-Jan-2003

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/370745

  	
   

  	
  24-Feb-2003

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/369488

  	
   

  	
  24-Feb-2003

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/444056

  	
   

  	
  22-May-2003

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/462437

  	
   

  	
  16-Jun-2003

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/608830

  	
   

  	
  26-Jun-2003

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/631545

  	
   

  	
  31-Jul-2003

  	
   

  	
  Alliant Techsystems Inc./ARDEC

  
	
  10/633025

  	
   

  	
  01-Aug-2003

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/636373

  	
   

  	
  06-Aug-2003

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/721697

  	
   

  	
  25-Nov-2003

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/727093

  	
   

  	
  02-Dec-2003

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/727088

  	
   

  	
  02-Dec-2003

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/728733

  	
   

  	
  05-Dec-2003

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/731774

  	
   

  	
  08-Dec-2003

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/733499

  	
   

  	
  10-Dec-2003

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/734726

  	
   

  	
  12-Dec-2003

  	
   

  	
  AEC-Able Engineering Co., Inc.

  
	
  10/744930

  	
   

  	
  22-Dec-2003

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/756192

  	
   

  	
  13-Jan-2004

  	
   

  	
  Alliant Techsystems Inc./ARDEC

  
	
  10/783867

  	
   

  	
  19-Feb-2004

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/792206

  	
   

  	
  02-Mar-2004

  	
   

  	
  COI Ceramics, Inc.

  
	
  10/801948

  	
   

  	
  15-Mar-2004

  	
   

  	
  Alliant Techsystems Inc.

  



 


72

















 


	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
  10/837952

  	
   

  	
  03-May-2004

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/858809

  	
   

  	
  02-Jun-2004

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/870889

  	
   

  	
  16-Jun-2004

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/891958

  	
   

  	
  15-Jul-2004

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/903871

  	
   

  	
  30-Jul-2004

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/913182

  	
   

  	
  05-Aug-2004

  	
   

  	
  Alliant Techsystems Inc./ARDEC

  
	
  10/915210

  	
   

  	
  10-Aug-2004

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/929931

  	
   

  	
  30-Aug-2004

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/931778

  	
   

  	
  31-Aug-2004

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/938446

  	
   

  	
  10-Sep-2004

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/969194

  	
   

  	
  17-Sep-2004

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/984337

  	
   

  	
  08-Nov-2004

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/994497

  	
   

  	
  22-Nov-2004

  	
   

  	
  Alliant Techsystems Inc.

  
	
  10/995883

  	
   

  	
  23-Nov-2004

  	
   

  	
  Alliant Techsystems Inc./ARDEC

  
	
  11/014524

  	
   

  	
  16-Dec-2004

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/079925

  	
   

  	
  14-Mar-2005

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/080357

  	
   

  	
  15-Mar-2005

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/091661

  	
   

  	
  28-Mar-2005

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/093633

  	
   

  	
  30-Mar-2005

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/109491

  	
   

  	
  19-Apr-2005

  	
   

  	
  Army Research Laboratory

  
	
  11/148955

  	
   

  	
  09-Jun-2005

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/156774

  	
   

  	
  20-Jun-2005

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/170261

  	
   

  	
  29-Jun-2005

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/207855

  	
   

  	
  18-Aug-2005

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/207850

  	
   

  	
  18-Aug-2005

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/213416

  	
   

  	
  26-Aug-2005

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/228469

  	
   

  	
  15-Sep-2005

  	
   

  	
  COI Ceramics, Inc.

  
	
  11/163119

  	
   

  	
  05-Oct-2005

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/249143

  	
   

  	
  11-Oct-2005

  	
   

  	
  AEC-Able Engineering Co., Inc.

  
	
  11/163271

  	
   

  	
  12-Oct-2005

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/163446

  	
   

  	
  19-Oct-2005

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/271359

  	
   

  	
  09-Nov-2005

  	
   

  	
  Alliant Techsystems Inc./ARDEC

  
	
  11/284511

  	
   

  	
  22-Nov-2005

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/329201

  	
   

  	
  09-Jan-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/329215

  	
   

  	
  10-Jan-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/341738

  	
   

  	
  27-Jan-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/341706

  	
   

  	
  27-Jan-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/342736

  	
   

  	
  30-Jan-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/348537

  	
   

  	
  06-Feb-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/354191

  	
   

  	
  14-Feb-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/357716

  	
   

  	
  16-Feb-2006

  	
   

  	
  COI Ceramics, Inc.

  
	
  11/362442

  	
   

  	
  24-Feb-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/367000

  	
   

  	
  02-Mar-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/366252

  	
   

  	
  02-Mar-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/369908

  	
   

  	
  07-Mar-2006

  	
   

  	
  Alliant Techsystems Inc.

  



 


73

















 


	
  Application

  	
   

  	
   

  	
   

  	
   

  
	
  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
  11/400718

  	
   

  	
  07-Apr-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/409257

  	
   

  	
  21-Apr-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/431387

  	
   

  	
  09-May-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/432021

  	
   

  	
  11-May-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/435375

  	
   

  	
  16-May-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/435366

  	
   

  	
  16-May-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/435382

  	
   

  	
  16-May-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/435298

  	
   

  	
  16-May-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/437006

  	
   

  	
  17-May-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/438084

  	
   

  	
  19-May-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/442677

  	
   

  	
  25-May-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/445910

  	
   

  	
  02-Jun-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/476455

  	
   

  	
  28-Jun-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/482881

  	
   

  	
  07-Jul-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/502974

  	
   

  	
  11-Aug-2006

  	
   

  	
  Alliant Techsystems Inc./RadioRX

  
	
  11/502810

  	
   

  	
  11-Aug-2006

  	
   

  	
  Alliant Techsystems Inc./RadioRX

  
	
  11/504977

  	
   

  	
  16-Aug-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/512058

  	
   

  	
  29-Aug-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/536574

  	
   

  	
  28-Sep-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/538763

  	
   

  	
  04-Oct-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/553361

  	
   

  	
  26-Oct-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  60/863081

  	
   

  	
  26-Oct-2006

  	
   

  	
  ATK/University of California, Santa Barbara

  
	
  11/553752

  	
   

  	
  27-Oct-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/555029

  	
   

  	
  31-Oct-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/556988

  	
   

  	
  06-Nov-2006

  	
   

  	
  Alliant Techsystems Inc./Columbia University

  
	
  11/559867

  	
   

  	
  14-Nov-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/560991

  	
   

  	
  17-Nov-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/564714

  	
   

  	
  29-Nov-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  60/875323

  	
   

  	
  15-Dec-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/613441

  	
   

  	
  20-Dec-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/613497

  	
   

  	
  20-Dec-2006

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/620205

  	
   

  	
  05-Jan-2007

  	
   

  	
  Alliant Techsystems Inc.

  
	
  11/677638

  	
   

  	
  22-Feb-2007

  	
   

  	
  Alliant Techsystems Inc.

  



 


II. Domain
Names and Trademarks


 


	
  Trademark
  Name

  	
   

  	
  Owner

  	
   

  	
  Country

  	
   

  	
  Application

  Number

  	
   

  	
  File
  Date

  	
   

  	
  Registration

  Number

  	
   

  	
  Registration

  Date

  	
   

  	
  Last

  Renewal

  Date

  	
   

  
	
  GREEN DOT 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  224742

  	
   

  	
  02-Aug-1965

  	
   

  	
  816827 

  	
   

  	
  18-Oct-1966

  	
   

  	
  18-Oct-2006

  	
   

  
	
  RELODER (Stylized)

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  224743

  	
   

  	
  02-Aug-1965

  	
   

  	
  816481 

  	
   

  	
  11-Oct-1966

  	
   

  	
  11-Oct-2006

  	
   

  
	
  INFALLIBLE 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  552322

  	
   

  	
  05-Dec-1947

  	
   

  	
  514175 

  	
   

  	
  23-Aug-1949

  	
   

  	
  23-Aug-1989

  	
   

  
	
  BULLS EYE 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  71/021649

  	
   

  	
  18-Aug-1906

  	
   

  	
  61982 

  	
   

  	
  16-Apr-1907

  	
   

  	
  16-Apr-1987

  	
   

  



 


74
















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Last

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Registration

  	
   

  	
  Renewal

  
	
  Trademark Name

  	
   

  	
  Owner

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  File Date

  	
   

  	
  Number

  	
   

  	
  Date

  	
   

  	
  Date

  
	
  UNIQUE 

  	
   

  	
  Alliant
  Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  71/077286

  	
   

  	
  07-Apr-1914
  

  	
   

  	
  99306

  	
   

  	
  25-Aug-1914
  

  	
   

  	
  25-Aug-2004

  
	
  HERCO 

  	
   

  	
  Alliant
  Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  71/238655

  	
   

  	
  15-Oct-1926
  

  	
   

  	
  225253

  	
   

  	
  15-Mar-1927
  

  	
   

  	
  15-Mar-2007
  

  
	
  MONARK 

  	
   

  	
  Alliant
  Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  71/554221

  	
   

  	
  09-Apr-1948
  

  	
   

  	
  509767

  	
   

  	
  10-May-1949
  

  	
   

  	
  10-May-1989
  

  
	
  JON-E' 

  	
   

  	
  Alliant
  Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  71/569548

  	
   

  	
  29-Nov-1948
  

  	
   

  	
  529119

  	
   

  	
  15-Aug-1950
  

  	
   

  	
  15-Aug-2000
  

  
	
  AMERICAN
  EAGLE 

  	
   

  	
  Federal
  Cartridge 

  	
   

  	
  USA 

  	
   

  	
  71/638197

  	
   

  	
  17-Nov-1952
  

  	
   

  	
  577427

  	
   

  	
  14-Jul-1953
  

  	
   

  	
  14-Jul-2003
  

  
	
  AMERICAN
  EAGLE Design 

  	
   

  	
  Federal
  Cartridge 

  	
   

  	
  USA 

  	
   

  	
  71/657271

  	
   

  	
  02-Dec-1953
  

  	
   

  	
  595057

  	
   

  	
  14-Sep-1954
  

  	
   

  	
  14-Sep-2004
  

  
	
  THIOKOL 

  	
   

  	
  Alliant
  Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  72/009306

  	
   

  	
  29-May-1956
  

  	
   

  	
  654307

  	
   

  	
  12-Nov-1997
  

  	
   

  	
  12-Nov-1997
  

  
	
  BAR BOUY
  

  	
   

  	
  Alliant
  Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  72/056753

  	
   

  	
  07-Aug-1958
  

  	
   

  	
  679813

  	
   

  	
  09-Jun-1959
  

  	
   

  	
  09-Jun-1999
  

  
	
  THIOKOL 

  	
   

  	
  Alliant
  Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  72/061136

  	
   

  	
  22-Oct-1958
  

  	
   

  	
  678853

  	
   

  	
  19-May-1959
  

  	
   

  	
  19-May-1999
  

  
	
  GUNSLICK
  

  	
   

  	
  Alliant
  Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  72/075577

  	
   

  	
  11-Jun-1959
  

  	
   

  	
  699543

  	
   

  	
  14-Jun-1960
  

  	
   

  	
  14-Jun-2000
  

  
	
  GUNSLICK
  

  	
   

  	
  Alliant
  Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  72/098021

  	
   

  	
  27-May-1960
  

  	
   

  	
  714592

  	
   

  	
  02-May-1961
  

  	
   

  	
  02-May-2001
  

  
	
  GUNSLICK
  

  	
   

  	
  Alliant
  Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  72/098022

  	
   

  	
  27-May-1960
  

  	
   

  	
  714735

  	
   

  	
  02-May-1961
  

  	
   

  	
  02-May-2001
  

  
	
  GUNSLICK
  

  	
   

  	
  Alliant
  Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  72/098023

  	
   

  	
  27-May-1960
  

  	
   

  	
  713048

  	
   

  	
  28-Mar-1961
  

  	
   

  	
  28-Mar-2001
  

  
	
  PERRINE 

  	
   

  	
  Alliant
  Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  72/105041

  	
   

  	
  23-Sep-1960
  

  	
   

  	
  719943

  	
   

  	
  15-Aug-1961
  

  	
   

  	
  15-Aug-2001
  

  
	
  PLINKER 

  	
   

  	
  Alliant
  Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  72/116929

  	
   

  	
  31-Mar-1961
  

  	
   

  	
  726419

  	
   

  	
  16-Jan-1962
  

  	
   

  	
  16-Jan-2002
  

  
	
  Federal
  CartridgeERAL 

  	
   

  	
  Federal
  Cartridge 

  	
   

  	
  USA 

  	
   

  	
  72/121373

  	
   

  	
  05-Jun-1961
  

  	
   

  	
  729938

  	
   

  	
  17-Apr-1962
  

  	
   

  	
  17-Apr-2002
  

  
	
  TIP-OFF 

  	
   

  	
  Alliant
  Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  72/153042

  	
   

  	
  12-Sep-1962
  

  	
   

  	
  754116

  	
   

  	
  06-Aug-1963
  

  	
   

  	
  06-Aug-2003
  

  
	
  HI-SHOK 

  	
   

  	
  Alliant
  Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  72/160415

  	
   

  	
  19-Jan-1963
  

  	
   

  	
  765673

  	
   

  	
  25-Feb-1964
  

  	
   

  	
  25-Feb-2004
  

  
	
  AMERICAN
  EAGLE 

  	
   

  	
  Federal
  Cartridge 

  	
   

  	
  USA 

  	
   

  	
  72/182715

  	
   

  	
  10-Dec-1963
  

  	
   

  	
  781203

  	
   

  	
  08-Dec-1964
  

  	
   

  	
  08-Dec-2004
  

  
	
  AMERICAN
  EAGLE Design 

  	
   

  	
  Federal Cartridge
  

  	
   

  	
  USA 

  	
   

  	
  72/182716

  	
   

  	
  10-Dec-1963
  

  	
   

  	
  782263

  	
   

  	
  29-Dec-1964
  

  	
   

  	
  29-Dec-2004
  

  
	
  AMERICAN
  EAGLE & Design 

  	
   

  	
  Federal
  Cartridge 

  	
   

  	
  USA 

  	
   

  	
  72/182717

  	
   

  	
  10-Dec-1963
  

  	
   

  	
  783485

  	
   

  	
  19-Jan-1965
  

  	
   

  	
  19-Jan-2005
  

  
	
  AMERICAN
  EAGLE 

  	
   

  	
  Federal
  Cartridge 

  	
   

  	
  USA 

  	
   

  	
  72/221809

  	
   

  	
  23-Jun-1965
  

  	
   

  	
  808747

  	
   

  	
  24-May-1966
  

  	
   

  	
  26-May-2006
  

  
	
  AMERICAN
  EAGLE Design 

  	
   

  	
  Federal
  Cartridge 

  	
   

  	
  USA 

  	
   

  	
  72/221810

  	
   

  	
  23-Jun-1965
  

  	
   

  	
  808748

  	
   

  	
  24-May-1966
  

  	
   

  	
  24-May-2006
  

  
	
  AMERICAN
  EAGLE & Design 

  	
   

  	
  Federal
  Cartridge 

  	
   

  	
  USA 

  	
   

  	
  72/221874

  	
   

  	
  23-Jun-1965
  

  	
   

  	
  808014

  	
   

  	
  10-May-1966
  

  	
   

  	
  10-May-2006
  

  
	
  RCBS 

  	
   

  	
  Alliant
  Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  72/228073

  	
   

  	
  17-Sep-1965
  

  	
   

  	
  820178

  	
   

  	
  13-Dec-1966
  

  	
   

  	
  13-Dec-2006
  

  
	
  CCI 

  	
   

  	
  Alliant
  Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  72/229496

  	
   

  	
  07-Oct-1965
  

  	
   

  	
  831313

  	
   

  	
  04-Jul-1967
  

  	
   

  	
  04-Jul-1987
  

  
	
  HI-SHOK 

  	
   

  	
  Alliant
  Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  72/321207

  	
   

  	
  10-Mar-1969
  

  	
   

  	
  891883

  	
   

  	
  02-Jun-1970
  

  	
   

  	
  02-Jun-2000
  

  
	
  DUCK
  Design 

  	
   

  	
  Federal
  Cartridge 

  	
   

  	
  USA 

  	
   

  	
  72/330264

  	
   

  	
  17-Jun-1969
  

  	
   

  	
  907400

  	
   

  	
  09-Feb-1971
  

  	
   

  	
  09-Feb-2001
  

  
	
  Federal
  CartridgeERAL & Duck Design 

  	
   

  	
  Federal
  Cartridge 

  	
   

  	
  USA 

  	
   

  	
  72/330266

  	
   

  	
  17-Jun-1969
  

  	
   

  	
  908894

  	
   

  	
  02-Mar-1971
  

  	
   

  	
  02-Mar-2001
  

  
	
  DUCK
  Design 

  	
   

  	
  Federal
  Cartridge 

  	
   

  	
  USA 

  	
   

  	
  72/330271

  	
   

  	
  17-Jun-1969
  

  	
   

  	
  907401

  	
   

  	
  09-Feb-1971
  

  	
   

  	
  09-Feb-2001
  

  
	
  TRIPLE-PLUS
  

  	
   

  	
  Federal
  Cartridge 

  	
   

  	
  USA 

  	
   

  	
  72/370088

  	
   

  	
  08-Sep-1970
  

  	
   

  	
  920023

  	
   

  	
  14-Sep-1971
  

  	
   

  	
  14-Sep-2001
  

  
	
  BLUE DOT
  

  	
   

  	
  Alliant
  Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  72/439174

  	
   

  	
  24-Oct-1972
  

  	
   

  	
  971715

  	
   

  	
  30-Oct-1973
  

  	
   

  	
  30-Oct-2003
  

  



 


75

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Last

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Registration

  	
   

  	
  Renewal

  
	
  Trademark Name

  	
   

  	
  Owner

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  File Date

  	
   

  	
  Number

  	
   

  	
  Date

  	
   

  	
  Date

  
	
  CHAIN GUN

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/027311

  	
   

  	
  22-Jul-1974

  	
   

  	
  1047223

  	
   

  	
  31-Aug-1976

  	
   

  	
  31-Aug-2006

  
	
  LUBE-A-MATIC

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/045235

  	
   

  	
  26-Feb-1975

  	
   

  	
  1034650

  	
   

  	
  02-Mar-1976

  	
   

  	
  02-Mar-2006

  
	
  CHAMPION

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/086683

  	
   

  	
  10-May-1976

  	
   

  	
  1054411

  	
   

  	
  14-Dec-1976

  	
   

  	
  14-Dec-2006

  
	
  SPEER & Design

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/130800

  	
   

  	
  17-Jun-1977

  	
   

  	
  1102083

  	
   

  	
  12-Sep-1978

  	
   

  	
  12-Sep-1998

  
	
  SPEER

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/135772

  	
   

  	
  29-Jul-1977

  	
   

  	
  1101411

  	
   

  	
  05-Sep-1978

  	
   

  	
  05-Sep-1998

  
	
  NYCLAD

  	
   

  	
  Federal Cartridge

  	
   

  	
  USA

  	
   

  	
  73/191115

  	
   

  	
  27-Oct-1978

  	
   

  	
  1148863

  	
   

  	
  24-Mar-1981

  	
   

  	
  24-Mar-2001

  
	
  PREMIUM (Stylized)

  	
   

  	
  Federal Cartridge

  	
   

  	
  USA

  	
   

  	
  73/200036

  	
   

  	
  15-Jan-1979

  	
   

  	
  1298731

  	
   

  	
  02-Oct-1984

  	
   

  	
  02-Oct-2004

  
	
  GOLD MEDAL

  	
   

  	
  Federal Cartridge

  	
   

  	
  USA

  	
   

  	
  73/235671

  	
   

  	
  18-Oct-1979

  	
   

  	
  1155509

  	
   

  	
  26-May-1981

  	
   

  	
  26-May-2001

  
	
  ORBEX

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/276843

  	
   

  	
  08-Sep-1980

  	
   

  	
  1226681

  	
   

  	
  08-Feb-1983

  	
   

  	
  08-Feb-2003

  
	
  O & DESIGN

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/276900

  	
   

  	
  08-Sep-1980

  	
   

  	
  1189479

  	
   

  	
  09-Feb-1982

  	
   

  	
  09-Feb-2002

  
	
  ORBEX

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/276903

  	
   

  	
  08-Sep-1980

  	
   

  	
  1189222

  	
   

  	
  09-Feb-1982

  	
   

  	
  09-Feb-2002

  
	
  O & DESIGN

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/276937

  	
   

  	
  08-Sep-1980

  	
   

  	
  1172163

  	
   

  	
  06-Oct-1981

  	
   

  	
  06-Oct-2001

  
	
  ORBEX

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/276942

  	
   

  	
  08-Sep-1980

  	
   

  	
  1195816

  	
   

  	
  18-May-1982

  	
   

  	
  18-May-2002

  
	
  ORBEX

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/278298

  	
   

  	
  18-Sep-1980

  	
   

  	
  1194957

  	
   

  	
  11-May-1982

  	
   

  	
  11-May-2002

  
	
  CADDIE-BUOY

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/341460

  	
   

  	
  14-Dec-1981

  	
   

  	
  1236373

  	
   

  	
  03-May-1983

  	
   

  	
  03-May-2003

  
	
  DRINK-BUOY

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/341461

  	
   

  	
  14-Dec-1981

  	
   

  	
  1249869

  	
   

  	
  30-Aug-1983

  	
   

  	
  30-Aug-2003

  
	
  SAIL-BUOY

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/341685

  	
   

  	
  14-Dec-1981

  	
   

  	
  1242126

  	
   

  	
  14-Jun-1983

  	
   

  	
  14-Jun-2003

  
	
  BLAZER

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/346687

  	
   

  	
  22-Jan-1982

  	
   

  	
  1232643

  	
   

  	
  29-Mar-1983

  	
   

  	
  29-Mar-2003

  
	
  BIKE-BUOY

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/370104

  	
   

  	
  17-Jun-1982

  	
   

  	
  1253801

  	
   

  	
  11-Oct-1983

  	
   

  	
  11-Oct-2003

  
	
  GOLF-BUOY

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/416897

  	
   

  	
  11-Mar-1983

  	
   

  	
  1277037

  	
   

  	
  08-May-1984

  	
   

  	
  08-May-2004

  
	
  RED DOT

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/439459

  	
   

  	
  15-Aug-1983

  	
   

  	
  1298733

  	
   

  	
  02-Oct-1984

  	
   

  	
  02-Oct-2004

  
	
  MICRO CRAFT

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/479984

  	
   

  	
  11-May-1984

  	
   

  	
  1355807

  	
   

  	
  20-Aug-1985

  	
   

  	
  20-Aug-2005

  
	
  PRECISIONEERED

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/488051

  	
   

  	
  02-Jul-1984

  	
   

  	
  1368571

  	
   

  	
  05-Nov-1985

  	
   

  	
  05-Nov-2005

  
	
  RAM-LINE

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/488908

  	
   

  	
  09-Jul-1984

  	
   

  	
  1346021

  	
   

  	
  02-Jul-1985

  	
   

  	
  02-Jul-2005

  
	
  WEI

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/675571

  	
   

  	
  30-Jul-1987

  	
   

  	
  1480802

  	
   

  	
  15-Mar-1988

  	
   

  	
   

  
	
  VARMINTER

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/685946

  	
   

  	
  24-Sep-1987

  	
   

  	
  1570827

  	
   

  	
  12-Dec-1989

  	
   

  	
  12-Dec-1999

  
	
  SCORE KEEPER

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/729519

  	
   

  	
  17-May-1988

  	
   

  	
  1521117

  	
   

  	
  17-Jan-1989

  	
   

  	
   

  
	
  CLASSIC HI-BRASS

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/799199

  	
   

  	
  11-May-1989

  	
   

  	
  1595232

  	
   

  	
  08-May-1990

  	
   

  	
  08-May-2000

  
	
  EXTRA-LITE

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/799282

  	
   

  	
  11-May-1989

  	
   

  	
  1567701

  	
   

  	
  21-Nov-1989

  	
   

  	
  21-Nov-1999

  
	
  OUTERS

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/804844

  	
   

  	
  05-Jun-1989

  	
   

  	
  1632806

  	
   

  	
  29-Jan-1991

  	
   

  	
  29-Jan-2001

  
	
  TOP GUN (Stylized)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/816672

  	
   

  	
  03-Aug-1989

  	
   

  	
  1645931

  	
   

  	
  28-May-1991

  	
   

  	
  28-May-2001

  
	
  HI-BRASS

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/816683

  	
   

  	
  03-Aug-1989

  	
   

  	
  1596295

  	
   

  	
  15-May-1990

  	
   

  	
  15-May-2000

  
	
  HI-POWER 

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  73/826026

  	
   

  	
  18-Sep-1989

  	
   

  	
  1607415

  	
   

  	
  24-Jul-1990

  	
   

  	
  24-Jul-2000

  



 


76

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Last

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Registration

  	
   

  	
  Renewal

  
	
  Trademark Name

  	
   

  	
  Owner

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  File Date

  	
   

  	
  Number

  	
   

  	
  Date

  	
   

  	
  Date

  
	
  AMERICAN EAGLE (STYLIZED) 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  73/826420

  	
   

  	
  19-Sep-1989
  

  	
   

  	
  1600686

  	
   

  	
  12-Jun-1990
  

  	
   

  	
  12-Jun-2000
  

  
	
  NYCLAD & Design 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  73/826951

  	
   

  	
  22-Sep-1989
  

  	
   

  	
  1594111

  	
   

  	
  01-May-1990
  

  	
   

  	
  01-May-2000
  

  
	
  HYDRA-SHOK 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  73/827192

  	
   

  	
  25-Sep-1989
  

  	
   

  	
  1594112

  	
   

  	
  01-May-1990
  

  	
   

  	
  01-May-2000
  

  
	
  TMJ 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  73/833272

  	
   

  	
  23-Oct-1989
  

  	
   

  	
  1600687

  	
   

  	
  12-Jun-1990
  

  	
   

  	
  12-Jun-2000
  

  
	
  MAXI MAG 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  73/833273

  	
   

  	
  23-Oct-1989
  

  	
   

  	
  1600688

  	
   

  	
  12-Jun-1990
  

  	
   

  	
  12-Jun-2000
  

  
	
  LAWMAN 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  73/833277

  	
   

  	
  23-Oct-1989
  

  	
   

  	
  1768573

  	
   

  	
  04-May-1993
  

  	
   

  	
  04-May-2003
  

  
	
  GREEN TAG 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  73/833278

  	
   

  	
  23-Oct-1989
  

  	
   

  	
  1624729

  	
   

  	
  27-Nov-1990
  

  	
   

  	
  27-Nov-2000
  

  
	
  STINGER 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  73/833352

  	
   

  	
  23-Oct-1989
  

  	
   

  	
  1608156

  	
   

  	
  31-Jul-1990
  

  	
   

  	
  31-Jul-2000
  

  
	
  HUNTERS FOR CONSERVATION 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/099719

  	
   

  	
  24-Sep-1990
  

  	
   

  	
  1697216

  	
   

  	
  23-Jun-1992
  

  	
   

  	
  23-Jun-2002
  

  
	
  AMMOMASTER 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/107890

  	
   

  	
  22-Oct-1990
  

  	
   

  	
  1690080

  	
   

  	
  02-Jun-1992
  

  	
   

  	
  02-Jun-2002
  

  
	
  EAGLE DESIGN 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/124723

  	
   

  	
  17-Dec-1990
  

  	
   

  	
  1673392

  	
   

  	
  28-Jan-1992
  

  	
   

  	
  28-Jan-2002
  

  
	
  AMERICAN EAGLE & Design 

  	
   

  	
  Federal Cartridge 

  	
   

  	
  USA 

  	
   

  	
  74/130306

  	
   

  	
  14-Jan-1991
  

  	
   

  	
  1671071

  	
   

  	
  07-Jan-1992
  

  	
   

  	
  07-Jan-2002
  

  
	
  GOLD MEDAL (Stylized) 

  	
   

  	
  Federal Cartridge 

  	
   

  	
  USA 

  	
   

  	
  74/319397

  	
   

  	
  02-Oct-1992
  

  	
   

  	
  1909268

  	
   

  	
  01-Aug-1995
  

  	
   

  	
  01-Aug-2005
  

  
	
  GOLD MEDAL 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/319717

  	
   

  	
  05-Oct-1992
  

  	
   

  	
  1820567

  	
   

  	
  08-Feb-1994
  

  	
   

  	
  08-Feb-2004
  

  
	
  PREMIUM SAFARI 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/326416

  	
   

  	
  29-Oct-1992
  

  	
   

  	
  1778868

  	
   

  	
  29-Jun-1993
  

  	
   

  	
  29-Jun-2003
  

  
	
  AMERICAN SPORTER 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/335989

  	
   

  	
  02-Dec-1992
  

  	
   

  	
  1826448

  	
   

  	
  15-Mar-1994
  

  	
   

  	
  15-Mar-2004
  

  
	
  CASTOR 120 

  	
   

  	
  ATK Thiokol Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/339107

  	
   

  	
  11-Dec-1992
  

  	
   

  	
  1851878

  	
   

  	
  30-Aug-1994
  

  	
   

  	
  30-Aug-2004
  

  
	
  CASTOR 

  	
   

  	
  ATK Thiokol Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/339378

  	
   

  	
  11-Dec-1992
  

  	
   

  	
  1851879

  	
   

  	
  30-Aug-1994
  

  	
   

  	
  30-Aug-2004
  

  
	
  UNI-COR 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/363505

  	
   

  	
  26-Feb-1993
  

  	
   

  	
  1797732

  	
   

  	
  12-Oct-1993
  

  	
   

  	
  12-Oct-2003
  

  
	
  GOLD DOT 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/363507

  	
   

  	
  26-Feb-1993
  

  	
   

  	
  1898839

  	
   

  	
  13-Jun-1995
  

  	
   

  	
  13-Jun-2005
  

  
	
  CLEAN-FIRE 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/363518

  	
   

  	
  26-Feb-1993
  

  	
   

  	
  1825074

  	
   

  	
  08-Mar-1994
  

  	
   

  	
  08-Mar-2004
  

  
	
  UC (In Circle) 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/363605

  	
   

  	
  26-Feb-1993
  

  	
   

  	
  1812059

  	
   

  	
  21-Dec-1993
  

  	
   

  	
  21-Dec-2003
  

  
	
  FLIGHT MASTER 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/422519

  	
   

  	
  06-Aug-1993
  

  	
   

  	
  1894659

  	
   

  	
  16-May-1995
  

  	
   

  	
  16-May-2005
  

  
	
  TRIM PRO 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/515949

  	
   

  	
  20-Apr-1994
  

  	
   

  	
  1962369

  	
   

  	
  12-Mar-1996
  

  	
   

  	
  12-Mar-2006
  

  
	
  CASE MASTER 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/516109

  	
   

  	
  20-Apr-1994
  

  	
   

  	
  1885925

  	
   

  	
  28-Mar-1995
  

  	
   

  	
  28-Mar-2005
  

  
	
  CASE SLICK 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/516120

  	
   

  	
  20-Apr-1994
  

  	
   

  	
  1892898

  	
   

  	
  09-May-1995
  

  	
   

  	
  09-May-2005
  

  
	
  POW'R PULL 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/516123

  	
   

  	
  20-Apr-1994
  

  	
   

  	
  1888379

  	
   

  	
  11-Apr-1995
  

  	
   

  	
  11-Apr-2005
  

  
	
  Federal CartridgeERAL WING & CLAY 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/539687

  	
   

  	
  20-Jun-1994
  

  	
   

  	
  2141197

  	
   

  	
  03-Mar-1998
  

  	
   

  	
   

  
	
  TACTICAL 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/680859

  	
   

  	
  30-May-1995
  

  	
   

  	
  2091808

  	
   

  	
  26-Aug-1997
  

  	
   

  	
   

  
	
  2400 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/731661

  	
   

  	
  20-Sep-1995
  

  	
   

  	
  2062642

  	
   

  	
  20-May-1997
  

  	
   

  	
   

  
	
  POWER PISTOL 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  74/731662

  	
   

  	
  20-Sep-1995
  

  	
   

  	
  2079998

  	
   

  	
  15-Jul-1997
  

  	
   

  	
   

  
	
  ALLIANT POWDER & Design

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  74/731664

  	
   

  	
  20-Sep-1995

  	
   

  	
  2002913

  	
   

  	
  24-Sep-1996

  	
   

  	
  24-Sep-2006

  



 


77

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Last

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Registration

  	
   

  	
  Renewal

  
	
  Trademark Name

  	
   

  	
  Owner

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  File Date

  	
   

  	
  Number

  	
   

  	
  Date

  	
   

  	
  Date

  
	
  APS

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  74/733366

  	
   

  	
  22-Sep-1995

  	
   

  	
  2080002

  	
   

  	
  15-Jul-1997

  	
   

  	
   

  
	
  MULTI-PURPOSE

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/022160

  	
   

  	
  20-Nov-1995

  	
   

  	
  2045204

  	
   

  	
  11-Mar-1997

  	
   

  	
   

  
	
  TOXIC-METAL FREE

  	
   

  	
  Federal
  Cartridge

  	
   

  	
  USA

  	
   

  	
  75/027144

  	
   

  	
  04-Dec-1995

  	
   

  	
  2018517

  	
   

  	
  19-Nov-1996

  	
   

  	
  19-Nov-2006

  
	
  BALLISTICLEAN
  (Stylized)

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/027145

  	
   

  	
  04-Dec-1995

  	
   

  	
  2012000

  	
   

  	
  29-Oct-1996

  	
   

  	
  29-Oct-2006

  
	
  EXTRA-LITE

  	
   

  	
  Federal
  Cartridge

  	
   

  	
  USA

  	
   

  	
  75/043088

  	
   

  	
  16-Jan-1996

  	
   

  	
  2017887

  	
   

  	
  19-Nov-1996

  	
   

  	
  19-Nov-2006

  
	
  AMERICAN
  SELECT & Design

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/051385

  	
   

  	
  31-Jan-1996

  	
   

  	
  2240937

  	
   

  	
  20-Apr-1999

  	
   

  	
   

  
	
  NONTOXIC LEAD
  FREE & Design

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/066814

  	
   

  	
  04-Mar-1996

  	
   

  	
  2165014

  	
   

  	
  16-Jun-1998

  	
   

  	
   

  
	
  PREMIUM

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/089284

  	
   

  	
  16-Apr-1996

  	
   

  	
  2047681

  	
   

  	
  25-Mar-1997

  	
   

  	
   

  
	
  BUSHMASTER

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/166423

  	
   

  	
  16-Sep-1996

  	
   

  	
  2168336

  	
   

  	
  23-Jun-1998

  	
   

  	
   

  
	
  PERSONAL DEFENSE

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/200915

  	
   

  	
  20-Nov-1996

  	
   

  	
  2112332

  	
   

  	
  11-Nov-1997

  	
   

  	
   

  
	
  Federal
  CartridgeERAL PREMIUM SAFARI

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/212225

  	
   

  	
  12-Dec-1996

  	
   

  	
  2125468

  	
   

  	
  30-Dec-1997

  	
   

  	
   

  
	
  SYN-TECH

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/223112

  	
   

  	
  08-Jan-1997

  	
   

  	
  2196472

  	
   

  	
  13-Oct-1998

  	
   

  	
   

  
	
  STEEL

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/381818

  	
   

  	
  30-Oct-1997

  	
   

  	
  2322545

  	
   

  	
  22-Feb-2000

  	
   

  	
   

  
	
  RC-130

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/436601

  	
   

  	
  18-Feb-1998

  	
   

  	
  2245875

  	
   

  	
  18-May-1999

  	
   

  	
   

  
	
  ALLIANT POWDER
  TECHNICALLY SUPERIOR BY DESIGN

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/505287

  	
   

  	
  19-Jun-1998

  	
   

  	
  2375888

  	
   

  	
  08-Aug-2000

  	
   

  	
   

  
	
  TECHNICALLY
  SUPERIOR BY DESIGN

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/505575

  	
   

  	
  19-Jun-1998

  	
   

  	
  2683928

  	
   

  	
  04-Feb-2003

  	
   

  	
   

  
	
  WHEEL Design

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/563730

  	
   

  	
  05-Oct-1998

  	
   

  	
  2669449

  	
   

  	
  31-Dec-2002

  	
   

  	
   

  
	
  PROMO

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/574681

  	
   

  	
  21-Oct-1998

  	
   

  	
  2360820

  	
   

  	
  20-Jun-2000

  	
   

  	
   

  
	
  Alliant
  Techsystems Inc.

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/640985

  	
   

  	
  16-Feb-1999

  	
   

  	
  2782133

  	
   

  	
  11-Nov-2003

  	
   

  	
   

  
	
  ALLIANT MEDIA

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/662813

  	
   

  	
  11-Mar-1999

  	
   

  	
  2598400

  	
   

  	
  23-Jul-2002

  	
   

  	
   

  
	
  Alliant
  Techsystems Inc. ALLIANT TECHSYSTEMS & Design

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/675705

  	
   

  	
  26-Mar-1999

  	
   

  	
  2779766

  	
   

  	
  04-Nov-2003

  	
   

  	
   

  
	
  KNOCKDOWN POWER

  	
   

  	
  Federal
  Cartridge

  	
   

  	
  USA

  	
   

  	
  75/684647

  	
   

  	
  16-Apr-1999

  	
   

  	
  2420247

  	
   

  	
  09-Jan-2001

  	
   

  	
   

  
	
  DEEP-SHOK

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/684648

  	
   

  	
  16-Apr-1999

  	
   

  	
  2472138

  	
   

  	
  24-Jul-2001

  	
   

  	
   

  
	
  GOLD MEDAL

  	
   

  	
  Federal
  Cartridge

  	
   

  	
  USA

  	
   

  	
  75/707193

  	
   

  	
  17-May-1999

  	
   

  	
  2332839

  	
   

  	
  21-Mar-2000

  	
   

  	
   

  
	
  Federal
  CartridgeERAL PREMIUM

  	
   

  	
  Federal
  Cartridge

  	
   

  	
  USA

  	
   

  	
  75/707288

  	
   

  	
  17-May-1999

  	
   

  	
  2359927

  	
   

  	
  20-Jun-2000

  	
   

  	
   

  
	
  RHT

  	
   

  	
  Alliant Techsystems
  Inc.

  	
   

  	
  USA

  	
   

  	
  75/711697

  	
   

  	
  21-May-1999

  	
   

  	
  2416529

  	
   

  	
  26-Dec-2000

  	
   

  	
   

  
	
  PREMIUM

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/716522

  	
   

  	
  24-May-1999

  	
   

  	
  2401652

  	
   

  	
  07-Nov-2000

  	
   

  	
   

  
	
  CASTCORE

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/757183

  	
   

  	
  22-Jul-1999

  	
   

  	
  2545317

  	
   

  	
  05-Mar-2002

  	
   

  	
   

  
	
  NDEVIEWER

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/852091

  	
   

  	
  17-Nov-1999

  	
   

  	
  2619087

  	
   

  	
  10-Sep-2002

  	
   

  	
   

  
	
  PRO 2000

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/882162

  	
   

  	
  27-Dec-1999

  	
   

  	
  2548145

  	
   

  	
  12-Mar-2002

  	
   

  	
   

  



 


78

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Last

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Registration

  	
   

  	
  Renewal

  
	
  Trademark Name

  	
   

  	
  Owner

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  File Date

  	
   

  	
  Number

  	
   

  	
  Date

  	
   

  	
  Date

  
	
  THE POWER
  PATTERN SYSTEM

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/897397

  	
   

  	
  14-jan-2000

  	
   

  	
  2514162

  	
   

  	
  04-Dec-2001

  	
   

  	
   

  
	
  SPEER &
  Design

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/921690

  	
   

  	
  17-Feb-2000

  	
   

  	
  2501004

  	
   

  	
  23-Oct-2001

  	
   

  	
   

  
	
  SUPER SPORT

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/931196

  	
   

  	
  29-Feb-2000

  	
   

  	
  2575149

  	
   

  	
  04-Jun-2002

  	
   

  	
   

  
	
  HIGH VELOCITY 8
  BALL BUCKSHOT

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/931255

  	
   

  	
  29-Feb-2000

  	
   

  	
  2584369

  	
   

  	
  25-Jun-2002

  	
   

  	
   

  
	
  ESTATE CARTRIDGE
  ECI & Design

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/931431

  	
   

  	
  29-Feb-2000

  	
   

  	
  2419305

  	
   

  	
  09-Jan-2001

  	
   

  	
   

  
	
  ESTATE CARTRIDGE
  INC.

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/931432

  	
   

  	
  29-Feb-2000

  	
   

  	
  2419306

  	
   

  	
  09-Jan-2001

  	
   

  	
   

  
	
  TNT

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/940859

  	
   

  	
  09-Mar-2000

  	
   

  	
  2475437

  	
   

  	
  07-Aug-2001

  	
   

  	
   

  
	
  IDAHO TERRITORY
  BULLETS

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  75/955165

  	
   

  	
  07-Mar-2000

  	
   

  	
  2672653

  	
   

  	
  07-Jan-2003

  	
   

  	
   

  
	
  X DIE

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  76/090336

  	
   

  	
  17-Jul-2000

  	
   

  	
  2563180

  	
   

  	
  23-Apr-2002

  	
   

  	
   

  
	
  GOLD DOT

  	
   

  	
  Alliant Techsystems
  Inc.

  	
   

  	
  USA

  	
   

  	
  76/169278

  	
   

  	
  21-Nov-2000

  	
   

  	
  2512419

  	
   

  	
  27-Nov-2001

  	
   

  	
   

  
	
  TRAILBLAZER

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  76/177955

  	
   

  	
  08-Dec-2000

  	
   

  	
  2574516

  	
   

  	
  28-May-2002

  	
   

  	
   

  
	
  COMPOSITE
  OPTICS, INCORPORATED

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  76/236999

  	
   

  	
  09-Apr-2001

  	
   

  	
  2567187

  	
   

  	
  07-May-2002

  	
   

  	
   

  
	
  LL &
  Design

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  76/282205

  	
   

  	
  09-Jul-2001

  	
   

  	
  2644346

  	
   

  	
  29-Oct-2002

  	
   

  	
   

  
	
  COI

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  76/294759

  	
   

  	
  01-Aug-2001

  	
   

  	
  2648892

  	
   

  	
  12-Nov-2002

  	
   

  	
   

  
	
  RELODER

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  76/310844

  	
   

  	
  10-Sep-2001

  	
   

  	
  2778346

  	
   

  	
  28-Oct-2003

  	
   

  	
   

  
	
  RELODER 10X

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  76/312651

  	
   

  	
  12-Sep-2001

  	
   

  	
  2967513

  	
   

  	
  12-Jul-2005

  	
   

  	
   

  
	
  RIMFIRE
  VELOCITOR AMMUNITION AND DESIGN

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  76/389940

  	
   

  	
  02-Apr-2002

  	
   

  	
  2720888

  	
   

  	
  03-Jun-2003

  	
   

  	
   

  
	
  410

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/149187

  	
   

  	
  31-Jul-2002

  	
   

  	
  2803714

  	
   

  	
  06-Jan-2004

  	
   

  	
   

  
	
  D-tect

  	
   

  	
  Mission Research
  Corporation

  	
   

  	
  USA

  	
   

  	
  78/184461

  	
   

  	
  13-Nov-2002

  	
   

  	
  2933990

  	
   

  	
  15-Mar-2005

  	
   

  	
   

  
	
  rad-D

  	
   

  	
  Mission Research
  Corporation

  	
   

  	
  USA

  	
   

  	
  78/184472

  	
   

  	
  13-Nov-2002

  	
   

  	
  2933991

  	
   

  	
  15-Mar-2005

  	
   

  	
   

  
	
  mini rad-D

  	
   

  	
  Mission Research
  Corporation

  	
   

  	
  USA

  	
   

  	
  78/184478

  	
   

  	
  13-Nov-2002

  	
   

  	
  2938796

  	
   

  	
  05-Apr-2005

  	
   

  	
   

  
	
  RAD-ID

  	
   

  	
  Mission Research
  Corporation

  	
   

  	
  USA

  	
   

  	
  78/184500

  	
   

  	
  13-Nov-2002

  	
   

  	
  2924151

  	
   

  	
  01-Feb-2005

  	
   

  	
   

  
	
  CAPE SHOK

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/218021

  	
   

  	
  24-Feb-2003

  	
   

  	
  2919884

  	
   

  	
  18-Jan-2005

  	
   

  	
   

  
	
  VITAL SHOK

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/218028

  	
   

  	
  24-Feb-2003

  	
   

  	
  2919885

  	
   

  	
  18-Jan-2005

  	
   

  	
   

  
	
  V SHOK

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/218036

  	
   

  	
  24-Feb-2003

  	
   

  	
  2919887

  	
   

  	
  18-Jan-2005

  	
   

  	
   

  
	
  MAG SHOK

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/218042

  	
   

  	
  24-Feb-2003

  	
   

  	
  3163337

  	
   

  	
  24-Oct-2006

  	
   

  	
   

  
	
  ULTRA SHOK

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/218046

  	
   

  	
  24-Feb-2003

  	
   

  	
  2919888

  	
   

  	
  18-Jan-2005

  	
   

  	
   

  
	
  WING SHOK

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/218052

  	
   

  	
  24-Feb-2003

  	
   

  	
  2921576

  	
   

  	
  25-Jan-2005

  	
   

  	
   

  
	
  POWER SHOK

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/218058

  	
   

  	
  24-Feb-2003

  	
   

  	
  2919889

  	
   

  	
  18-Jan-2005

  	
   

  	
   

  
	
  SPEED SHOK

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/218070

  	
   

  	
  24-Feb-2003

  	
   

  	
  2919890

  	
   

  	
  18-Jan-2005

  	
   

  	
   

  
	
  GAME SHOK

  	
   

  	
  Alliant
  Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/218074

  	
   

  	
  24-Feb-2003

  	
   

  	
  2919891

  	
   

  	
  18-Jan-2005

  	
   

  	
   

  



 


79
















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Last

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Registration

  	
   

  	
  Renewal

  
	
  Trademark Name

  	
   

  	
  Owner

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  File Date

  	
   

  	
  Number

  	
   

  	
  Date

  	
   

  	
  Date

  
	
  HOT-COR

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/224157

  	
   

  	
  11-Mar-2003

  	
   

  	
  2853645

  	
   

  	
  15-Jun-2004

  	
   

  	
   

  
	
  HOT-COR & Design

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/224195

  	
   

  	
  11-Mar-2003

  	
   

  	
  2857960

  	
   

  	
  29-Jun-2004

  	
   

  	
   

  
	
  RCBS

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/272013

  	
   

  	
  09-Jul-2003

  	
   

  	
  2988933

  	
   

  	
  30-Aug-2005

  	
   

  	
   

  
	
  RCBS

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/272016

  	
   

  	
  09-Jul-2003

  	
   

  	
  2984983

  	
   

  	
  16-Aug-2005

  	
   

  	
   

  
	
  RCBS

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/272019

  	
   

  	
  09-Jul-2003

  	
   

  	
  2994209

  	
   

  	
  13-Sep-2005

  	
   

  	
   

  
	
  RCBS 

  	
   

  	
  Alliant Techsystems Inc. 

  	
   

  	
  USA 

  	
   

  	
  78/272027 

  	
   

  	
  09-Jul-2003 

  	
   

  	
  2910629 

  	
   

  	
  14-Dec-2004 

  	
   

  	
   

  
	
  KICM

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/286411

  	
   

  	
  12-Aug-2003

  	
   

  	
  3024414

  	
   

  	
  06-Dec-2005

  	
   

  	
   

  
	
  SHOCKWAVE Logo

  	
   

  	
  Federal Cartridge

  	
   

  	
  USA

  	
   

  	
  78/313162

  	
   

  	
  14-Oct-2003

  	
   

  	
  3012085

  	
   

  	
  01-Nov-2005

  	
   

  	
   

  
	
  ROCK STEADY

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/322165

  	
   

  	
  03-Nov-2003

  	
   

  	
  3030244

  	
   

  	
  13-Dec-2005

  	
   

  	
   

  
	
  STEADY RAX

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/322438

  	
   

  	
  03-Nov-2003

  	
   

  	
  2980846

  	
   

  	
  02-Aug-2005

  	
   

  	
   

  
	
  ROCK MOUNT

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/329822

  	
   

  	
  19-Nov-2003

  	
   

  	
  3114905

  	
   

  	
  11-Jul-2006

  	
   

  	
   

  
	
  QUAD LOCK

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/329826

  	
   

  	
  19-Nov-2003

  	
   

  	
  3069054

  	
   

  	
  14-Mar-2006

  	
   

  	
   

  
	
  LOW RECOIL & Design

  	
   

  	
  Federal Cartridge

  	
   

  	
  USA

  	
   

  	
  78/330306

  	
   

  	
  19-Nov-2003

  	
   

  	
  2995934

  	
   

  	
  13-Sep-2005

  	
   

  	
   

  
	
  VISISHOT

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/330833

  	
   

  	
  20-Nov-2003

  	
   

  	
  2974196

  	
   

  	
  19-Jul-2005

  	
   

  	
   

  
	
  HIGH FLY

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/331428

  	
   

  	
  21-Nov-2003

  	
   

  	
  3021839

  	
   

  	
  29-Nov-2005

  	
   

  	
   

  
	
  SKYBIRD

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/331431

  	
   

  	
  21-Nov-2003

  	
   

  	
  3002755

  	
   

  	
  27-Sep-2005

  	
   

  	
   

  
	
  MATCHBIRD

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/331435

  	
   

  	
  21-Nov-2003

  	
   

  	
  2988176

  	
   

  	
  23-Aug-2005

  	
   

  	
   

  
	
  STEADY POD

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/331996

  	
   

  	
  24-Nov-2003

  	
   

  	
  3064327

  	
   

  	
  28-Feb-2006

  	
   

  	
   

  
	
  STALK STICK

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/331998

  	
   

  	
  24-Nov-2003

  	
   

  	
  2982099

  	
   

  	
  02-Aug-2005

  	
   

  	
   

  
	
  GUN SPIKE

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/331999

  	
   

  	
  24-Nov-2003

  	
   

  	
  2974210

  	
   

  	
  19-Jul-2005

  	
   

  	
   

  
	
  Federal CartridgeERAL

  	
   

  	
  Federal Cartridge

  	
   

  	
  USA

  	
   

  	
  78/332009

  	
   

  	
  24-Nov-2003

  	
   

  	
  3124306

  	
   

  	
  01-Aug-2006

  	
   

  	
   

  
	
  STEADY POINT

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/332013

  	
   

  	
  24-Nov-2003

  	
   

  	
  3074372

  	
   

  	
  28-Mar-2006

  	
   

  	
   

  
	
  PREMIUM

  	
   

  	
  Federal Cartridge

  	
   

  	
  USA

  	
   

  	
  78/332019

  	
   

  	
  24-Nov-2003

  	
   

  	
  3114907

  	
   

  	
  11-Jul-2006

  	
   

  	
   

  
	
  INDEPENDENCE

  	
   

  	
  Federal Cartridge

  	
   

  	
  USA

  	
   

  	
  78/332022

  	
   

  	
  24-Nov-2003

  	
   

  	
  2979593

  	
   

  	
  26-Jul-2005

  	
   

  	
   

  
	
  SLING LOK

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/332050

  	
   

  	
  24-Nov-2003

  	
   

  	
  3113224

  	
   

  	
  04-Jul-2006

  	
   

  	
   

  
	
  SHOOTERS RIDGE

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/332198

  	
   

  	
  24-Nov-2003

  	
   

  	
  2994331

  	
   

  	
  13-Sep-2005

  	
   

  	
   

  
	
  XRAY

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/336888

  	
   

  	
  05-Dec-2003

  	
   

  	
  3066631

  	
   

  	
  07-Mar-2006

  	
   

  	
   

  
	
  STEADY BAG

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/336890

  	
   

  	
  05-Dec-2003

  	
   

  	
  2985103

  	
   

  	
  16-Aug-2005

  	
   

  	
   

  
	
  Alliant Techsystems Inc. THIOKOL

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/343271

  	
   

  	
  19-Dec-2003

  	
   

  	
  3163426

  	
   

  	
  24-Oct-2006

  	
   

  	
   

  
	
  Alliant Techsystems Inc. THIOKOL

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/343274

  	
   

  	
  19-Dec-2003

  	
   

  	
  3163427

  	
   

  	
  24-Oct-2006

  	
   

  	
   

  
	
  Alliant Techsystems Inc. THIOKOL

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/343608

  	
   

  	
  19-Dec-2003

  	
   

  	
  3151595

  	
   

  	
  03-Oct-2006

  	
   

  	
   

  
	
  HALF STAMP Logo

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/346828

  	
   

  	
  31-Dec-2003

  	
   

  	
  3065039

  	
   

  	
  07-Mar-2006

  	
   

  	
   

  



 


80

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Last

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Registration

  	
   

  	
  Renewal

  
	
  Trademark Name

  	
   

  	
  Owner

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  File Date

  	
   

  	
  Number

  	
   

  	
  Date

  	
   

  	
  Date

  
	
  INDEPENDENCE & Design (Color)

  	
   

  	
  Federal Cartridge

  	
   

  	
  USA

  	
   

  	
  78/349715

  	
   

  	
  09-Jan-2004

  	
   

  	
  3086233

  	
   

  	
  25-Apr-2006

  	
   

  	
   

  
	
  HALF STAMP Logo & Design

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/350077

  	
   

  	
  09-Jan-2004

  	
   

  	
  2985151

  	
   

  	
  16-Aug-2005

  	
   

  	
   

  
	
  HALF STAMP Logo & Design

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/350084

  	
   

  	
  09-Jan-2004

  	
   

  	
  3086234

  	
   

  	
  25-Apr-2006

  	
   

  	
   

  
	
  OW

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/355521

  	
   

  	
  22-Jan-2004

  	
   

  	
  3000983

  	
   

  	
  27-Sep-2005

  	
   

  	
   

  
	
  OW OUTDOOR WRITERS Logo (Color)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/355524

  	
   

  	
  22-Jan-2004

  	
   

  	
  2994468

  	
   

  	
  13-Sep-2005

  	
   

  	
   

  
	
  SHOOTERS RIDGE & Design (Color)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/357353

  	
   

  	
  26-Jan-2004

  	
   

  	
  3042608

  	
   

  	
  10-Jan-2006

  	
   

  	
   

  
	
  SHOOTERS RIDGE & Design (Black and White)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/357425

  	
   

  	
  26-Jan-2004

  	
   

  	
  3077503

  	
   

  	
  04-Apr-2006

  	
   

  	
   

  
	
  GOLD MATCH

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/357665

  	
   

  	
  26-Jan-2004

  	
   

  	
  3113646

  	
   

  	
  11-Jul-2006

  	
   

  	
   

  
	
  IN-SIGHT

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/360855

  	
   

  	
  02-Feb-2004

  	
   

  	
  2974474

  	
   

  	
  19-Jul-2005

  	
   

  	
   

  
	
  IN-SIGHT & Design

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/360989

  	
   

  	
  02-Feb-2004

  	
   

  	
  2979802

  	
   

  	
  26-Jul-2005

  	
   

  	
   

  
	
  SYLRAMIC

  	
   

  	
  COIC

  	
   

  	
  USA

  	
   

  	
  78/363911

  	
   

  	
  06-Feb-2004

  	
   

  	
  3086272

  	
   

  	
  25-Apr-2006

  	
   

  	
   

  
	
  NDEVIEWER

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/370385

  	
   

  	
  19-Feb-2004

  	
   

  	
  3001135

  	
   

  	
  27-Sep-2005

  	
   

  	
   

  
	
  CHAMPION and Design (Color)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/373938

  	
   

  	
  25-Feb-2004

  	
   

  	
  3030396

  	
   

  	
  13-Dec-2005

  	
   

  	
   

  
	
  CHAMPION TRAPS & TARGETS CRITTER SERIES & Design (Color)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/374572

  	
   

  	
  26-Feb-2004

  	
   

  	
  3042639

  	
   

  	
  10-Jan-2006

  	
   

  	
   

  
	
  CHAMPION TRAPS & TARGETS CRITTER SERIES

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/376070

  	
   

  	
  01-Mar-2004

  	
   

  	
  3,014,064

  	
   

  	
  08-Nov-2005

  	
   

  	
   

  
	
  CHAMPION TRAPS & TARGETS CRITTER SERIES & Design (Color)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/376071

  	
   

  	
  01-Mar-2004

  	
   

  	
  3042643

  	
   

  	
  10-Jan-2006

  	
   

  	
   

  
	
  CHAMPION (Stylized)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/376467

  	
   

  	
  01-Mar-2004

  	
   

  	
  3016275

  	
   

  	
  15-Nov-2005

  	
   

  	
   

  
	
  CHAMPION TRAPS & TARGETS (Stylized Black & White)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/376470

  	
   

  	
  01-Mar-2004

  	
   

  	
  3030409

  	
   

  	
  13-Dec-2005

  	
   

  	
   

  
	
  CHAMPION

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/376474

  	
   

  	
  01-Mar-2004

  	
   

  	
  3077532

  	
   

  	
  04-Apr-2006

  	
   

  	
   

  
	
  CHAMPION TRAPS & TARGETS (Stylized Color)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/376545

  	
   

  	
  01-Mar-2004

  	
   

  	
  3030413

  	
   

  	
  13-Dec-2005

  	
   

  	
   

  
	
  CHAMPION TRAPS & TARGETS

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/376548

  	
   

  	
  01-Mar-2004

  	
   

  	
  3030414

  	
   

  	
  13-Dec-2005

  	
   

  	
   

  
	
  THE LEADER IN RIMFIRE AMMUNITION

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/406906

  	
   

  	
  23-Apr-2004

  	
   

  	
  3151677

  	
   

  	
  03-Oct-2006

  	
   

  	
   

  
	
  THE LEADER IN RIMFIRE AMMUNITION

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/406946

  	
   

  	
  23-Apr-2004

  	
   

  	
  3072262

  	
   

  	
  21-Mar-2006

  	
   

  	
   

  
	
  THE LEADER IN RIMFIRE AMMUNITION

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/406948

  	
   

  	
  23-Apr-2004

  	
   

  	
  3088901

  	
   

  	
  02-May-2006

  	
   

  	
   

  
	
  OW (Stylized)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/407171

  	
   

  	
  23-Apr-2004

  	
   

  	
  3061142

  	
   

  	
  21-Feb-2006

  	
   

  	
   

  
	
  CCI

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/411019

  	
   

  	
  30-Apr-2004

  	
   

  	
  3174875

  	
   

  	
  21-Nov-2006

  	
   

  	
   

  
	
  CCI

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/411021

  	
   

  	
  30-Apr-2004

  	
   

  	
  3149538

  	
   

  	
  26-Sep-2006

  	
   

  	
   

  
	
  EVERY SHOT COUNTS

  	
   

  	
  Federal Cartridge

  	
   

  	
  USA

  	
   

  	
  78/414968

  	
   

  	
  07-May-2004

  	
   

  	
  3069273

  	
   

  	
  14-Mar-2006

  	
   

  	
   

  
	
  EVERY SHOT COUNTS

  	
   

  	
  Federal Cartridge

  	
   

  	
  USA

  	
   

  	
  78/414969

  	
   

  	
  07-May-2004

  	
   

  	
  3136636

  	
   

  	
  29-Aug-2006

  	
   

  	
   

  



 


81

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Last

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Registration

  	
   

  	
  Renewal

  
	
  Trademark Name

  	
   

  	
  Owner

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  File Date

  	
   

  	
  Number

  	
   

  	
  Date

  	
   

  	
  Date

  
	
  SUPER SPORT

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/418169

  	
   

  	
  13-May-2004

  	
   

  	
  3022068

  	
   

  	
  29-Nov-2005

  	
   

  	
   

  
	
  SST

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/418175

  	
   

  	
  13-May-2004

  	
   

  	
  3112769

  	
   

  	
  04-Jul-2006

  	
   

  	
   

  
	
  E-BIRD

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/418809

  	
   

  	
  14-May-2004

  	
   

  	
  3139958

  	
   

  	
  05-Sep-2006

  	
   

  	
   

  
	
  DEDICATED TO MAKING A DIFFERENCE

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/418893

  	
   

  	
  14-May-2004

  	
   

  	
  3044826

  	
   

  	
  17-Jan-2006

  	
   

  	
   

  
	
  RCBS PROCENTER Logo (Color)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/421225

  	
   

  	
  19-May-2004

  	
   

  	
  3163528

  	
   

  	
  24-Oct-2006

  	
   

  	
   

  
	
  RCBS PROCENTER

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/421226

  	
   

  	
  19-May-2004

  	
   

  	
  3163529

  	
   

  	
  24-Oct-2006

  	
   

  	
   

  
	
  RCBS PROCENTER ALLIANT POWDER CCI SPEER Federal CartridgeERAL Logo (Color)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/422096

  	
   

  	
  20-May-2004

  	
   

  	
  3133909

  	
   

  	
  22-Aug-2006

  	
   

  	
   

  
	
  ULTRAMATCH

  	
   

  	
  Federal Cartridge

  	
   

  	
  USA

  	
   

  	
  78/426246

  	
   

  	
  27-May-2004

  	
   

  	
  3096562

  	
   

  	
  23-May-2006

  	
   

  	
   

  
	
  GUN-DRI

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/431799

  	
   

  	
  08-Jun-2004

  	
   

  	
  3146416

  	
   

  	
  19-Sep-2006

  	
   

  	
   

  
	
  NU-GUN

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/431809

  	
   

  	
  08-Jun-2004

  	
   

  	
  3118101

  	
   

  	
  18-Jul-2006

  	
   

  	
   

  
	
  TRUBALL

  	
   

  	
  Federal Cartridge

  	
   

  	
  USA

  	
   

  	
  78/452570

  	
   

  	
  19-Jul-2004

  	
   

  	
  3115116

  	
   

  	
  11-Jul-2006

  	
   

  	
   

  
	
  ESTATE

  	
   

  	
  Federal Cartridge

  	
   

  	
  USA

  	
   

  	
  78/452572

  	
   

  	
  19-Jul-2004

  	
   

  	
  2970760

  	
   

  	
  19-Jul-2005

  	
   

  	
   

  
	
  ECI

  	
   

  	
  Federal Cartridge

  	
   

  	
  USA

  	
   

  	
  78/452574

  	
   

  	
  19-Jul-2004

  	
   

  	
  2995068

  	
   

  	
  13-Sep-2005

  	
   

  	
   

  
	
  GUNSLICK (stylized and/or with design) Color

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/456396

  	
   

  	
  26-Jul-2004

  	
   

  	
  3136739

  	
   

  	
  29-Aug-2006

  	
   

  	
   

  
	
  GUNSLICK (stylized and/or with design) Color

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/456398

  	
   

  	
  26-Jul-2004

  	
   

  	
  3130820

  	
   

  	
  15-Aug-2006

  	
   

  	
   

  
	
  GUNSLICK (stylized and/or with design)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/456435

  	
   

  	
  26-Jul-2004

  	
   

  	
  3169538

  	
   

  	
  07-Nov-2006

  	
   

  	
   

  
	
  GUNSLICK (stylized and/or with design)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/456437

  	
   

  	
  26-Jul-2004

  	
   

  	
  3133973

  	
   

  	
  22-Aug-2006

  	
   

  	
   

  
	
  GUNSLICK (stylized and/or with design)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/456440

  	
   

  	
  26-Jul-2004

  	
   

  	
  3169539

  	
   

  	
  07-Nov-2006

  	
   

  	
   

  
	
  GUNSLICK (stylized and/or with design)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/456442

  	
   

  	
  26-Jul-2004

  	
   

  	
  3136740

  	
   

  	
  29-Aug-2006

  	
   

  	
   

  
	
  GUN-FLUSH

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/460333

  	
   

  	
  02-Aug-2004

  	
   

  	
  3182048

  	
   

  	
  05-Dec-2006

  	
   

  	
   

  
	
  GAMEPOINT

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/460334

  	
   

  	
  02-Aug-2004

  	
   

  	
  3011104

  	
   

  	
  01-Nov-2005

  	
   

  	
   

  
	
  FLITECONTROL

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/460589

  	
   

  	
  02-Aug-2004

  	
   

  	
  3099182

  	
   

  	
  30-May-2006

  	
   

  	
   

  
	
  GAMEPOINT (Varmint/Moon Color Design)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/462376

  	
   

  	
  05-Aug-2004

  	
   

  	
  3144240

  	
   

  	
  19-Sep-2006

  	
   

  	
   

  
	
  GAMEPOINT & Color Design

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/462377

  	
   

  	
  05-Aug-2004

  	
   

  	
  3,008,782

  	
   

  	
  25-Oct-2005

  	
   

  	
   

  
	
  GAMEPOINT (Stylized)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/462383

  	
   

  	
  05-Aug-2004

  	
   

  	
  3011126

  	
   

  	
  01-Nov-2005

  	
   

  	
   

  
	
  Federal CartridgeERAL PREMIUM HEADSTAMP Logo

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/462386

  	
   

  	
  05-Aug-2004

  	
   

  	
  3177933

  	
   

  	
  28-Nov-2006

  	
   

  	
   

  
	
  HEADSTAMP Logo

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/462391

  	
   

  	
  05-Aug-2004

  	
   

  	
  3169562

  	
   

  	
  07-Nov-2006

  	
   

  	
   

  
	
  HIGH DENSITY

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/464588

  	
   

  	
  09-Aug-2004

  	
   

  	
  3022250

  	
   

  	
  29-Nov-2005

  	
   

  	
   

  
	
  HEAVY FIELD LOAD

  	
   

  	
  Federal Cartridge

  	
   

  	
  USA

  	
   

  	
  78/464760

  	
   

  	
  10-Aug-2004

  	
   

  	
  3060041

  	
   

  	
  21-Feb-2006

  	
   

  	
   

  



 


82

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Last

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Registration

  	
   

  	
  Renewal

  
	
  Trademark Name

  	
   

  	
  Owner

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  File Date

  	
   

  	
  Number

  	
   

  	
  Date

  	
   

  	
  Date

  
	
  EASYBIRD

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/474904

  	
   

  	
  27-Aug-2004

  	
   

  	
  3127817

  	
   

  	
  08-Aug-2006

  	
   

  	
   

  
	
  ULTRA-KLENZ

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/474910

  	
   

  	
  27-Aug-2004

  	
   

  	
  3151844

  	
   

  	
  03-Oct-2006

  	
   

  	
   

  
	
  GUN-SEAL

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/474915

  	
   

  	
  27-Aug-2004

  	
   

  	
  3066821

  	
   

  	
  07-Mar-2006

  	
   

  	
   

  
	
  PRECISION TUNED

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/486043

  	
   

  	
  20-Sep-2004

  	
   

  	
  3128217

  	
   

  	
  08-Aug-2006

  	
   

  	
   

  
	
  FUSION

  	
   

  	
  Federal Cartridge

  	
   

  	
  USA

  	
   

  	
  78/486560

  	
   

  	
  20-Sep-2004

  	
   

  	
  3146532

  	
   

  	
  19-Sep-2006

  	
   

  	
   

  
	
  CCI

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/487090

  	
   

  	
  21-Sep-2004

  	
   

  	
  3143215

  	
   

  	
  12-Sep-2006

  	
   

  	
   

  
	
  CCI & Design (Color)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/493762

  	
   

  	
  04-Oct-2004

  	
   

  	
  3112957

  	
   

  	
  04-Jul-2006

  	
   

  	
   

  
	
  COPPER-KLENZ

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/497841

  	
   

  	
  11-Oct-2004

  	
   

  	
  3020772

  	
   

  	
  29-Nov-2005

  	
   

  	
   

  
	
  GUN-FOAM

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/498438

  	
   

  	
  12-Oct-2004

  	
   

  	
  3030894

  	
   

  	
  13-Dec-2005

  	
   

  	
   

  
	
  FUSION Packaging Design

  	
   

  	
  Federal Cartridge

  	
   

  	
  USA

  	
   

  	
  78/516415

  	
   

  	
  12-Nov-2004

  	
   

  	
  3113819

  	
   

  	
  11-Jul-2006

  	
   

  	
   

  
	
  SHORT BARREL

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/516759

  	
   

  	
  15-Nov-2004

  	
   

  	
  3072298

  	
   

  	
  21-Mar-2006

  	
   

  	
   

  
	
  E3 & Design

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/526572

  	
   

  	
  03-Dec-2004

  	
   

  	
  3166278

  	
   

  	
  31-Oct-2006

  	
   

  	
   

  
	
  E3

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/526577

  	
   

  	
  03-Dec-2004

  	
   

  	
  3155033

  	
   

  	
  10-Oct-2006

  	
   

  	
   

  
	
  Alliant Techsystems Inc. (Commercial Ammo)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/549396

  	
   

  	
  18-Jan-2005

  	
   

  	
  3160476

  	
   

  	
  17-Oct-2006

  	
   

  	
   

  
	
  Alliant Techsystems Inc. (Commercial Ammo)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/549401

  	
   

  	
  18-Jan-2005

  	
   

  	
  3160477

  	
   

  	
  17-Oct-2006

  	
   

  	
   

  
	
  Alliant Techsystems Inc. (Commercial Ammo)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/549405

  	
   

  	
  18-Jan-2005

  	
   

  	
  3160478

  	
   

  	
  17-Oct-2006

  	
   

  	
   

  
	
  PREMIUM PARTNERS

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/549408

  	
   

  	
  18-Jan-2005

  	
   

  	
  3163812

  	
   

  	
  24-Oct-2006

  	
   

  	
   

  
	
  PREMIUM PARTNERS

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/549410

  	
   

  	
  18-Jan-2005

  	
   

  	
  3175140

  	
   

  	
  21-Nov-2006

  	
   

  	
   

  
	
  Alliant Techsystems Inc. PREMIUM PARTNERS Logo

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/555257

  	
   

  	
  27-Jan-2005

  	
   

  	
  3163830

  	
   

  	
  24-Oct-2006

  	
   

  	
   

  
	
  Alliant Techsystems Inc. PREMIUM PARTNERS Logo

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/555261

  	
   

  	
  27-Jan-2005

  	
   

  	
  3163831

  	
   

  	
  24-Oct-2006

  	
   

  	
   

  
	
  CLAY DOT

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/555265

  	
   

  	
  27-Jan-2005

  	
   

  	
  3124812

  	
   

  	
  01-Aug-2006

  	
   

  	
   

  
	
  FLITECONTROL WAD and Design

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/555266

  	
   

  	
  27-Jan-2005

  	
   

  	
  3206760

  	
   

  	
  06-Feb-2007

  	
   

  	
   

  
	
  CCI SELECT

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/665529

  	
   

  	
  07-Jul-2005

  	
   

  	
  3186025

  	
   

  	
  19-Dec-2006

  	
   

  	
   

  
	
  VELOCITOR

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/785725

  	
   

  	
  05-Jan-2006

  	
   

  	
  3165303

  	
   

  	
  31-Oct-2006

  	
   

  	
   

  
	
  SHOOTERS RIDGE

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/838998

  	
   

  	
  16-Mar-2006

  	
   

  	
  3145628

  	
   

  	
  19-Sep-2006

  	
   

  	
   

  
	
  SHOOTERS RIDGE

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/839031

  	
   

  	
  16-Mar-2006

  	
   

  	
  3142283

  	
   

  	
  12-Sep-2006

  	
   

  	
   

  
	
  SHOOTERS RIDGE

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  USA

  	
   

  	
  78/839034

  	
   

  	
  16-Mar-2006

  	
   

  	
  3142284

  	
   

  	
  12-Sep-2006

  	
   

  	
   

  
	
  SHOCKWAVE Logo

  	
   

  	
  Federal Cartridge

  	
   

  	
  USA

  	
   

  	
  78/976464

  	
   

  	
  14-Oct-2003

  	
   

  	
  3178657

  	
   

  	
  28-Nov-2006

  	
   

  	
   

  
	
  Federal CartridgeERAL PREMIUM

  	
   

  	
  Federal Cartridge

  	
   

  	
  USA

  	
   

  	
  78/976493

  	
   

  	
  15-Jan-2004

  	
   

  	
  3030760

  	
   

  	
  13-Dec-2005

  	
   

  	
   

  



 


83

















 


Pending


 


	
   

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
  Trademark

  
	
  Trademark Name

  	
   

  	
  Owner

  	
   

  	
  Number

  	
   

  	
  File Date

  	
   

  	
  Status

  
	
  CHEM-ID

  	
   

  	
  Mission Research  Corporation

  	
   

  	
  78/184503

  	
   

  	
  13-Nov-2002

  	
   

  	
  Published

  
	
  SHOCKWAVE Logo

  	
   

  	
  Federal Cartridgeeral  Cartridge

  	
   

  	
  78/313114

  	
   

  	
  14-Oct-2003

  	
   

  	
  Published

  
	
  SHOCKWAVE Logo

  	
   

  	
  Federal Cartridgeeral  Cartridge

  	
   

  	
  78/313169

  	
   

  	
  14-Oct-2003

  	
   

  	
  Published

  
	
  Federal CartridgeERAL

  	
   

  	
  Federal Cartridgeeral  Cartridge

  	
   

  	
  78/332026

  	
   

  	
  24-Nov-2003

  	
   

  	
  Published

  
	
  PREMIUM

  	
   

  	
  Federal Cartridgeeral Cartridge

  	
   

  	
  78/332029

  	
   

  	
  24-Nov-2003

  	
   

  	
  Published

  
	
  Federal CartridgeERAL PREMIUM

  	
   

  	
  Federal Cartridgeeral  Cartridge

  	
   

  	
  78/352213

  	
   

  	
  15-Jan-2004

  	
   

  	
  Published

  
	
  CCI & Design (Color)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/411023

  	
   

  	
  30-Apr-2004

  	
   

  	
  Published

  
	
  CCI & Design (Color)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/411022

  	
   

  	
  30-Apr-2004

  	
   

  	
  Published

  
	
  HEAVYWEIGHT

  	
   

  	
  Federal Cartridgeeral  Cartridge

  	
   

  	
  78/452494

  	
   

  	
  19-Jul-2004

  	
   

  	
  Published

  
	
  GUNSLICK (stylized and/or with  design) Color

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/456402

  	
   

  	
  26-Jul-2004

  	
   

  	
  Published

  
	
  GUNSLICK (stylized and/or with  design) Color

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/456394

  	
   

  	
  26-Jul-2004

  	
   

  	
  Published

  
	
  HEADSTAMP Logo

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/462397

  	
   

  	
  05-Aug-2004

  	
   

  	
  Published

  
	
  Federal CartridgeERAL PREMIUM  HEADSTAMP Logo

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/462388

  	
   

  	
  05-Aug-2004

  	
   

  	
  Published

  
	
  Federal CartridgeERAL PREMIUM

  	
   

  	
  Federal Cartridgeeral  Cartridge

  	
   

  	
  78/479331

  	
   

  	
  07-Sep-2004

  	
   

  	
  Pending

  
	
  TRILOK

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/523564

  	
   

  	
  29-Nov-2004

  	
   

  	
  Published

  
	
  FUSION Packaging Design (No  Words)

  	
   

  	
  Federal Cartridgeeral  Cartridge

  	
   

  	
  78/546549

  	
   

  	
  12-Jan-2005

  	
   

  	
  Published

  
	
  PREMIUM PARTNERS

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/549406

  	
   

  	
  18-Jan-2005

  	
   

  	
  Published

  
	
  PREMIUM PARTNERS

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/549411

  	
   

  	
  18-Jan-2005

  	
   

  	
  Published

  
	
  Alliant Techsytems Inc.  (Commercial Ammo)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/549394

  	
   

  	
  18-Jan-2005

  	
   

  	
  Published

  
	
  Alliant Techsytems Inc. PREMIUM  PARTNERS Logo

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/555263

  	
   

  	
  27-Jan-2005

  	
   

  	
  Published

  
	
  Alliant Techsytems Inc. PREMIUM  PARTNERS Logo

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/555255

  	
   

  	
  27-Jan-2005

  	
   

  	
  Published

  
	
  TRUBALL SYSTEM

  	
   

  	
  Federal Cartridgeeral  Cartridge

  	
   

  	
  78/555268

  	
   

  	
  27-Jan-2005

  	
   

  	
  Published

  
	
  SHOOTERS RIDGE

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/602780

  	
   

  	
  06-Apr-2005

  	
   

  	
  Published

  
	
  CHAMPION

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/604907

  	
   

  	
  08-Apr-2005

  	
   

  	
  Pending

  
	
  MINI-MAG

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/630253

  	
   

  	
  16-May-2005

  	
   

  	
  Pending

  
	
  TRAP TAXI

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/665364

  	
   

  	
  07-Jul-2005

  	
   

  	
  Published

  
	
  SPIN-OFF

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78663791

  	
   

  	
  08-Jul-2005

  	
   

  	
  Published

  
	
  VISICOLOR

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/669185

  	
   

  	
  13-Jul-2005

  	
   

  	
  Published

  
	
  VAPOR-SEAL

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/670164

  	
   

  	
  14-Jul-2005

  	
   

  	
  Published

  



 


84
















 


	
   

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
  Trademark

  
	
  Trademark Name

  	
   

  	
  Owner

  	
   

  	
  Number

  	
   

  	
  File Date

  	
   

  	
  Status

  
	
  SPEER LE (S-Design Logo)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/713848

  	
   

  	
  15-Sep-2005

  	
   

  	
  Published

  
	
  Federal CartridgeERAL PREMIUM  AMMUNITION and Design

  	
   

  	
  Federal Cartridgeeral  Cartridge

  	
   

  	
  78/715407

  	
   

  	
  19-Sep-2005

  	
   

  	
  Published

  
	
  SHOCKWAVE Logo

  	
   

  	
  Federal Cartridgeeral  Cartridge

  	
   

  	
  78/715403

  	
   

  	
  19-Sep-2005

  	
   

  	
  Published

  
	
  EXPANDER

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/730460

  	
   

  	
  11-Oct-2005

  	
   

  	
  Published

  
	
  STRUT-SHOK

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/739653

  	
   

  	
  25-Oct-2005

  	
   

  	
  Published

  
	
  S SPEER & Design

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/769,475

  	
   

  	
  08-Dec-2005

  	
   

  	
  Published

  
	
  CCI (stylized and/or with design)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/769,473

  	
   

  	
  08-Dec-2005

  	
   

  	
  Published

  
	
  BOREBLAST

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/782330

  	
   

  	
  29-Dec-2005

  	
   

  	
  Published

  
	
  SHOTSHELL REVOLUTION

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/786609

  	
   

  	
  06-Jan-2006

  	
   

  	
  Pending

  
	
  SHOTSHELL REVOLUTION &  Design

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/786627

  	
   

  	
  06-Jan-2006

  	
   

  	
  Pending

  
	
  V (stylized) (color) (CCI Packaging  Design)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/818963

  	
   

  	
  20-Feb-2006

  	
   

  	
  Pending

  
	
  V (CCI Packaging Design)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/818951

  	
   

  	
  20-Feb-2006

  	
   

  	
  Pending

  
	
  CCI and design (color) (CCI  Packaging Design)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/818955

  	
   

  	
  20-Feb-2006

  	
   

  	
  Published

  
	
  CCI V stylized and design (color)  (CCI Packaging Design)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/818957

  	
   

  	
  20-Feb-2006

  	
   

  	
  Published

  
	
  V (stylized with design) (CCI  Packaging Design)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/818959

  	
   

  	
  20-Feb-2006

  	
   

  	
  Published

  
	
  SHOOTERS RIDGE

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/839027

  	
   

  	
  16-Mar-2006

  	
   

  	
  Published

  
	
  SHOOTERS RIDGE

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/839038

  	
   

  	
  16-Mar-2006

  	
   

  	
  Published

  
	
  SHOOTERS RIDGE & Design  (Black and White)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/839001

  	
   

  	
  16-Mar-2006

  	
   

  	
  Published

  
	
  SHOOTERS RIDGE & Design  (Black and White)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/839024

  	
   

  	
  16-Mar-2006

  	
   

  	
  Published

  
	
  SHOOTERS RIDGE & Design  (Color)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/839018

  	
   

  	
  16-Mar-2006

  	
   

  	
  Published

  
	
  SHOOTERS RIDGE & Design  (Color)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/839006

  	
   

  	
  16-Mar-2006

  	
   

  	
  Published

  
	
  SHOOTERS RIDGE & Design  (Color)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/839022

  	
   

  	
  16-Mar-2006

  	
   

  	
  Published

  
	
  SHOOTERS RIDGE & Design  (Color)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/839011

  	
   

  	
  16-Mar-2006

  	
   

  	
  Published

  
	
  FLIGHTSTOPPER

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/904616

  	
   

  	
  09-Jun-2006

  	
   

  	
  Published

  
	
  BLACK CLOUD

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/904618

  	
   

  	
  09-Jun-2006

  	
   

  	
  Published

  
	
  Federal CartridgeERAL HI-POWER  MONARK SHOT SHELLS

  	
   

  	
  Federal Cartridge

  	
   

  	
  78/933119

  	
   

  	
  19-Jul-2006

  	
   

  	
  Published

  
	
  HI POWER MONARK

  	
   

  	
  Federal Cartridge

  	
   

  	
  78/933116

  	
   

  	
  19-Jul-2006

  	
   

  	
  Published

  
	
  MONARK

  	
   

  	
  Federal Cartridge

  	
   

  	
  78/933112

  	
   

  	
  19-Jul-2006

  	
   

  	
  Published

  
	
  DROP DUCKS LIKE RAIN

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  78/956255

  	
   

  	
  21-Aug-2006

  	
   

  	
  Pending

  
	
  CHAMPION

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/017032

  	
   

  	
  09-Oct-2006

  	
   

  	
  Pending

  



 


85

















 


	
   

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
  Trademark

  
	
  Trademark Name

  	
   

  	
  Owner

  	
   

  	
  Number

  	
   

  	
  File Date

  	
   

  	
  Status

  
	
  OUTERS (sytlized and/or with  design)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/017485

  	
   

  	
  10-Oct-2006

  	
   

  	
  Published

  
	
  OUTERS (sytlized and/or with  design)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/017480

  	
   

  	
  10-Oct-2006

  	
   

  	
  Pending

  
	
  OUTERS (sytlized and/or with  design)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/017478

  	
   

  	
  10-Oct-2006

  	
   

  	
  Pending

  
	
  OUTERS (sytlized and/or with  design)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/017466

  	
   

  	
  10-Oct-2006

  	
   

  	
  Published

  
	
  OUTERS (sytlized and/or with  design)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/017462

  	
   

  	
  10-Oct-2006

  	
   

  	
  Pending

  
	
  OUTERS (sytlized and/or with  design)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/017490

  	
   

  	
  10-Oct-2006

  	
   

  	
  Published

  
	
  CHAMPION

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/021193

  	
   

  	
  13-Oct-2006

  	
   

  	
  Pending

  
	
  CHAMPION and Design (Color)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/021188

  	
   

  	
  13-Oct-2006

  	
   

  	
  Pending

  
	
  CHAMPION and Design (Color)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/021190

  	
   

  	
  13-Oct-2006

  	
   

  	
  Pending

  
	
  RAM

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/053944

  	
   

  	
  30-Nov-2006

  	
   

  	
  Pending

  
	
  FUSION LITE

  	
   

  	
  Federal Cartridge

  	
   

  	
  77/054060

  	
   

  	
  30-Nov-2006

  	
   

  	
  Pending

  
	
  HARVESTER

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/053921

  	
   

  	
  30-Nov-2006

  	
   

  	
  Pending

  
	
  POINT SEEKER

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/053916

  	
   

  	
  30-Nov-2006

  	
   

  	
  Pending

  
	
  FUSION

  	
   

  	
  Federal Cartridgeeral  Cartridge

  	
   

  	
  77/054044

  	
   

  	
  30-Nov-2006

  	
   

  	
  Pending

  
	
  Rock Chucker

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/059282

  	
   

  	
  07-Dec-2006

  	
   

  	
  Pending

  
	
  SNAP-N-PULL

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/059931

  	
   

  	
  08-Dec-2006

  	
   

  	
  Pending

  
	
  BLACKCLOUD and Design (color)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/070599

  	
   

  	
  22-Dec-2006

  	
   

  	
  Pending

  
	
  Federal CartridgeERAL PREMIUM  AMMUNITION BLACKCLOUD FS  STEEL and Package Design

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/070608

  	
   

  	
  22-Dec-2006

  	
   

  	
  Pending

  
	
  FS STEEL and Design (Color)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/070614

  	
   

  	
  22-Dec-2006

  	
   

  	
  Pending

  
	
  BLACKCLOUD Package Design  (color)

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/070612

  	
   

  	
  22-Dec-2006

  	
   

  	
  Pending

  
	
  FS STEEL

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/070601

  	
   

  	
  22-Dec-2006

  	
   

  	
  Pending

  
	
  VISICHALK

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/075427

  	
   

  	
  03-Jan-2007

  	
   

  	
  Pending

  
	
  FORCE ON FORCE and Design

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/090679

  	
   

  	
  25-Jan-2007

  	
   

  	
  Pending

  
	
  FORCE ON FORCE and Design

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/092300

  	
   

  	
  26-Jan-2007

  	
   

  	
  Pending

  
	
  FORCE ON FORCE and Design

  	
   

  	
   

  	
   

  	
  77/092296

  	
   

  	
  26-Jan-2007

  	
   

  	
  Pending

  
	
  FORCE ON FORCE and Design

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/092291

  	
   

  	
  26-Jan-2007

  	
   

  	
  Pending

  
	
  FORCE ON FORCE and Design

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/092299

  	
   

  	
  26-Jan-2007

  	
   

  	
  Pending

  
	
  THE Federal CartridgeERAL  EXPERIENCE

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/095847

  	
   

  	
  31-Jan-2007

  	
   

  	
  Pending

  
	
  FORCE ON FORCE

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/117594

  	
   

  	
  27-Feb-2007

  	
   

  	
  Pending

  
	
  FORCE ON FORCE

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/117597

  	
   

  	
  27-Feb-2007

  	
   

  	
  Pending

  



 


86

















 


	
   

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
   

  	
   

  	
  Trademark

  
	
  Trademark Name

  	
   

  	
  Owner

  	
   

  	
  Number

  	
   

  	
  File Date

  	
   

  	
  Status

  
	
  FORCE ON FORCE

  	
   

  	
  Alliant Techsytems Inc.

  	
   

  	
  77/117591

  	
   

  	
  27-Feb-2007

  	
   

  	
  Pending

  



 


III.             Trade
Names


 


Alliant Techsystems Inc.


 


None.


 


ATK Commercial Ammunition Company
Inc.


 


None.


 


ATK Commercial Ammunition Holdings
Company Inc.


 


None.


 


ATK Launch Systems Inc.


 


None.


 


ATK Space Systems Inc.


 


None.


 


Ammunition Accessories Inc.


 


CCI


Speer


RCBS


Outers


 


Federal Cartridge Company


 


Champion Target


Estate Cartridge, Inc.


 


Micro Craft Inc.


 


None.


 


IV. Copyrights


 


	
   

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Registration

  
	
  Copyright Name

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Date

  
	
  TANK KILLER

  	
   

  	
  USA

  	
   

  	
  VA-299-159

  	
   

  	
  05-Apr-1988

  
	
  STING OF THE HORNET

  	
   

  	
  USA

  	
   

  	
  VA-305-446

  	
   

  	
  05-Apr-1988

  
	
  T PLUS 30 AND FLYING AGAIN

  	
   

  	
  USA

  	
   

  	
  VA-305-447

  	
   

  	
  05-Apr-1988

  
	
  MISSILE AWAY

  	
   

  	
  USA

  	
   

  	
  VA-305-448

  	
   

  	
  05-Apr-1988

  
	
  WEASELS IN THE WEEDS

  	
   

  	
  USA

  	
   

  	
  VA-305-449

  	
   

  	
  05-Apr-1988

  



 


87

















 


	
   

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Registration

  
	
  Copyright Name

  	
   

  	
  Country

  	
   

  	
  Number

  	
   

  	
  Date

  
	
  REACHING FURTHER INTO THE UNKNOWN

  	
   

  	
  USA

  	
   

  	
  VA-1-209-160

  	
   

  	
  07-Aug-2003

  
	
  WINNING THE WAR WHILE TRANSFORMING THE FORCE

  	
   

  	
  USA

  	
   

  	
  VA-1-209-161

  	
   

  	
  07-Aug-2003

  
	
  STS-98/FLIGHT 5A

  	
   

  	
  USA

  	
   

  	
  VA-1-209-162

  	
   

  	
  07-Aug-2003

  
	
  LUU-2B/B

  	
   

  	
  USA

  	
   

  	
  VA-1-209-163

  	
   

  	
  07-Aug-2003

  
	
  AT A MOMENTS NOTICE

  	
   

  	
  USA

  	
   

  	
  VA-1-209-164

  	
   

  	
  07-Aug-2003

  
	
  INTERNATIONAL SPACE STATION

  	
   

  	
  USA

  	
   

  	
  VA-1-209-165

  	
   

  	
  07-Aug-2003

  
	
  ATHENA II

  	
   

  	
  USA

  	
   

  	
  VA-1-209-166

  	
   

  	
  07-Aug-2003

  
	
  ATLAS WORKHORSE

  	
   

  	
  USA

  	
   

  	
  VA-1-209-167

  	
   

  	
  07-Aug-2003

  
	
  TAURUS LIFT-OFF

  	
   

  	
  USA

  	
   

  	
  VA-1-213-149

  	
   

  	
  11-Aug-2003

  
	
  EOLE AND A340

  	
   

  	
  USA

  	
   

  	
  VA-1-213-150

  	
   

  	
  11-Aug-2003

  
	
  PARTNERS DEFENDING FREEDOM

  	
   

  	
  USA

  	
   

  	
  VA-1-213-151

  	
   

  	
  11-Aug-2003

  
	
  DEFENDERS OF THE FLEET

  	
   

  	
  USA

  	
   

  	
  VA-1-213-152

  	
   

  	
  11-Aug-2003

  
	
  NEW GENERATION

  	
   

  	
  USA

  	
   

  	
  VA-1-213-153

  	
   

  	
  11-Aug-2003

  
	
  SEPERATION COMPLETE

  	
   

  	
  USA

  	
   

  	
  VA-1-213-154

  	
   

  	
  11-Aug-2003

  
	
  COMET LIFT-OFF

  	
   

  	
  USA

  	
   

  	
  VA-1-213-155

  	
   

  	
  11-Aug-2003

  
	
  RISING STAR

  	
   

  	
  USA

  	
   

  	
  VA-1-213-156

  	
   

  	
  11-Aug-2003

  
	
  KILLER SCOUTS

  	
   

  	
  USA

  	
   

  	
  VA-1-213-157

  	
   

  	
  11-Aug-2003

  
	
  FALCONS IN THE FOLD

  	
   

  	
  USA

  	
   

  	
  VA-1-213-158

  	
   

  	
  11-Aug-2003

  
	
  SPACE STATION FREEDOM

  	
   

  	
  USA

  	
   

  	
  VA-1-213-159

  	
   

  	
  11-Aug-2003

  
	
  BEACON IN THE NIGHT

  	
   

  	
  USA

  	
   

  	
  VA-1-213-160

  	
   

  	
  11-Aug-2003

  
	
  GLORY TRIP

  	
   

  	
  USA

  	
   

  	
  VA-1-213-161

  	
   

  	
  11-Aug-2003

  
	
  NEW ERA IN SPACE

  	
   

  	
  USA

  	
   

  	
  VA-1-213-162

  	
   

  	
  11-Aug-2003

  
	
  SPECIAL DELIVERY

  	
   

  	
  USA

  	
   

  	
  VA-1-213-165

  	
   

  	
  11-Aug-2003

  
	
  RIDGE RUNNER

  	
   

  	
  USA

  	
   

  	
  VA-1-228-346

  	
   

  	
  11-Aug-2003

  
	
  SHIELD OF THE FLEET

  	
   

  	
  USA

  	
   

  	
  VA-1-228-347

  	
   

  	
  11-Aug-2003

  



 


V. IP
Agreements


 


None.


 


88
















 


Schedule V
to the


Security
Agreement


 


ACCOUNT
COLLATERAL


 


PART A — SECURITIES ACCOUNTS


 


None.


 


PART B — DEPOSIT ACCOUNTS


 


	
   

  	
   

  	
  Name and Address of Pledged

  	
   

  	
  Mailing Address of Pledged

  	
   

  	
   

  
	
  Grantor

  	
   

  	
  Account Bank

  	
   

  	
  Account

  	
   

  	
  Account Number

  
	
  Alliant Techsystems Inc. 

  	
   

  	
  Master Account

  U.S. Bank National Association 

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402 

  	
   

  	
  1-602-3336-2716 

  
	
  Alliant Techsystems Inc. 

  	
   

  	
  ST Investment Account

  U.S. Bank National Association 

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402 

  	
   

  	
  2-731-0130-9740 

  
	
  Alliant Techsystems Inc. 

  	
   

  	
  Tax Payments Account

  Mellon Financial Corporation 

  	
   

  	
  500 Roth Street

  Pittsburgh, PA 15262 

  	
   

  	
  008-0434 

  
	
  Alliant Techsystems Inc.  (Shared
  Services) 

  	
   

  	
  Funding/Lockbox Account

  U.S. Bank National Association 

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402 

  	
   

  	
  1-602-3422-3602 

  
	
  Alliant Techsystems Inc.  (Shared
  Services) 

  	
   

  	
  Petty Cash Account

  U.S. Bank National Association 

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402 

  	
   

  	
  1-760-3433-6047 

  
	
  Federal Cartridge  Company 

  	
   

  	
  Funding/Lockbox Account

  U.S. Bank National Association 

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402 

  	
   

  	
  1-602-3359-7527 

  
	
  Alliant Techsystems  Inc.:
  Ammunition and  Energtics Division  (Radford) 

  	
   

  	
  Funding/Lockbox Account

  U.S. Bank National Association 

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402 

  	
   

  	
  1-047-5714-4423 

  
	
  Alliant Techsystems  Inc.:
  Ammunition and  Energtics Division  (NRE) 

  	
   

  	
  Funding/Lockbox Account

  U.S. Bank National Association 

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402 

  	
   

  	
  1-047-5714-4431 

  
	
  Alliant Techsystems Inc.  Lake City Ammunition  Division 

  	
   

  	
  Funding/Lockbox Account

  U.S. Bank National Association 

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402 

  	
   

  	
  1-047-5714-4456 

  
	
  Ammunition  Accessories
  Inc.  /Lewiston, ID  (CCI/Speer) 

  	
   

  	
  Funding/Lockbox Account

  U.S. Bank National Association 

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402 

  	
   

  	
  1-047-5714-4464 

  
	
  Ammunition  Accessories
  Inc.  /Onalaska, WI (Outers) 

  	
   

  	
  Deposit Account

  U.S. Bank National Association 

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402 

  	
   

  	
  1-047-5714-4001 

  



 


Alliant
Techsystems Inc. Amended and Restated Security Agreement


 


89

















 


	
   

  	
   

  	
  Name and Address of Pledged

  	
   

  	
  Mailing Address of Pledged

  	
   

  	
   

  
	
  Grantor

  	
   

  	
  Account Bank

  	
   

  	
  Account

  	
   

  	
  Account Number

  
	
  Ammunition  Accessories
  Inc.  /Oroville, CA (RCBS) 

  	
   

  	
  Deposit Account

  U.S. Bank National Association

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402

  	
   

  	
  1-047-5714-4035 

  
	
  ATK Launch Systems  Inc.
  (Bacchus) 

  	
   

  	
  Funding/Lockbox Account

  U.S. Bank National Association

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402

  	
   

  	
  1-047-5714-4381 

  
	
  Alliant Techsystems Inc.  Tactical
  Systems  Division 

  	
   

  	
  Funding/Lockbox Account

  U.S. Bank National Association

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402

  	
   

  	
  1-047-5714-4449  

  
	
  ATK Launch Systems  Inc.
  (Promontory) 

  	
   

  	
  Funding/Lockbox Account

  U.S. Bank National Association

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402

  	
   

  	
  1-047-5714-4472 

  
	
  Alliant Techsystems Inc.  Propulsion &
  Controls  Division 

  	
   

  	
  Funding/Lockbox Account

  U.S. Bank National Association

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402

  	
   

  	
  1-047-5714-4480 

  
	
  ATK Space Systems,  San Diego
  Operations 

  	
   

  	
  Funding/Lockbox Account

  U.S. Bank National Association

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402

  	
   

  	
  1-047-5714-4589 

  
	
  Alliant Techsystems Inc.  Propulsion &
  Controls  Division 

  	
   

  	
  Funding/Lockbox Account

  U.S. Bank National Association

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402

  	
   

  	
  1-047-7424-1079 

  
	
  Micro Craft Inc. 

  	
   

  	
  Funding/Lockbox Account

  U.S. Bank National Association

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402

  	
   

  	
  1-047-7424-1087 

  
	
  ATK Space Systems Inc.  Mission
  Research  Division 

  	
   

  	
  Funding/Lockbox Account

  U.S. Bank National Association

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402

  	
   

  	
  1-047-7443-7545 

  
	
  Alliant Techsystems  Inc.: Mission
  Research  Integrated Systems  Division (Fort Worth) 

  	
   

  	
  Funding/Lockbox Account

  U.S. Bank National Association

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402

  	
   

  	
  1-047-9018-8981 

  
	
  Alliant Techsystems  Inc.: Mission
  Research  Advanced Weapons  Division (Newington,  Albuquerque) 

  	
   

  	
  Funding/Lockbox Account

  U.S. Bank National Association

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402

  	
   

  	
  1-047-9018-8965 

  
	
  ATK Space Systems  (PSI) 

  	
   

  	
  Funding/Lockbox Account

  U.S. Bank National Association

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402

  	
   

  	
  1-047-7464-9099 

  
	
  ATK Space Systems:  Corona
  Operations 

  	
   

  	
  Funding/Lockbox Account

  U.S. Bank National Association

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402

  	
   

  	
  1-047-7465-1038 

  
	
  ATK Space Systems:  Goleta
  Operations 

  	
   

  	
  Funding/Lockbox Account

  U.S. Bank National Association

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402

  	
   

  	
  1-047-7465-1046 

  
	
  ATK Space Systems:  UT/MS
  Operations 

  	
   

  	
  Funding/Lockbox Account

  U.S. Bank National Association

  	
   

  	
  800 Nicollet Mall

  Minneapolis, MN 55402

  	
   

  	
  1-047-9020-0059 

  



 


90

















 


PART C — COMMODITIES ACCOUNTS


 


	
   

  	
   

  	
  Name and Address of

  	
   

  	
  Mailing Address of

  	
   

  	
   

  
	
  Grantor

  	
   

  	
  Pledged Account Bank

  	
   

  	
  Pledged Account

  	
   

  	
  Account Number

  
	
  Alliant  Techsystems
  Inc.

  	
   

  	
  Calyon S.A.

  	
   

  	
  Broadwalk House,

  5 Appold Street,

  London EC2A 2DA

  	
   

  	
  ALLTEC

  



 


91

















 


Schedule VI
to the


Security
Agreement


 


NEW
LOCATIONS OF EQUIPMENT AND INVENTORY


 


	
  Name

  	
   

  	
  Mailing Address

  	
   

  	
  County

  	
   

  	
  State

  
	
  Alliant Techsystems Inc. 

  	
   

  	
  5050 Lincoln Drive

  Edina, MN 55436-1097 

  	
   

  	
  Hennepin 

  	
   

  	
  MN 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3309 North Reseda Circle

  	
   

  	
  Maricopa

  	
   

  	
  AZ

  
	
   

  	
   

  	
  Mesa, AZ 85215

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4242 East Palm Street

  	
   

  	
  Maricopa

  	
   

  	
  AZ

  
	
   

  	
   

  	
  Mesa, AZ 85215

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PO Box 241

  	
   

  	
  Cecil

  	
   

  	
  MD

  
	
   

  	
   

  	
  55 Thiokol Road

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Elkton, MD 21922

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4600 & 4700
  Nathan Lane

  	
   

  	
  Hennepin

  	
   

  	
  MN

  
	
   

  	
   

  	
  Plymouth, MN 55442-2890

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5001 Indian School Road NE

  	
   

  	
  Bernalillo

  	
   

  	
  NM

  
	
   

  	
   

  	
  Albuquerque, NM 87110-3946

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  236 Citation Drive

  	
   

  	
  Tarrant

  	
   

  	
  TX

  
	
   

  	
   

  	
  Fort Worth, TX 76106

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8560 Cinderbed Road,
  Suites 300, 500, & 700

  	
   

  	
  Fairfax

  	
   

  	
  VA

  
	
   

  	
   

  	
  Newington, VA 22122-8560

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Allegany Ballistics
  Laboratory

  	
   

  	
  Mineral

  	
   

  	
  WV

  
	
   

  	
   

  	
  210 State Route 956

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Rocket Center, WV 26726

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Radford Army Ammunition
  Plant

  	
   

  	
  Radford

  	
   

  	
  VA

  
	
   

  	
   

  	
  Route 114, P.O. Box 1

  	
   

  	
  (Independent City)

  	
   

  	
   

  
	
   

  	
   

  	
  Radford, VA 24141-0100

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Radford Army Ammunition
  Plant

  	
   

  	
  Radford

  	
   

  	
  VA

  
	
   

  	
   

  	
  Route 114, P.O. Box 6

  	
   

  	
  (Independent City)

  	
   

  	
   

  
	
   

  	
   

  	
  Radford, VA 24141-0096

  	
   

  	
   

  	
   

  	
   

  



 


Alliant
Techsystems Inc. Amended and Restated Security Agreement


 


92

















 


	
  Name

  	
   

  	
  Mailing Address

  	
   

  	
  County

  	
   

  	
  State

  
	
   

  	
   

  	
  Lake City Army Ammunition
  Plant

  	
   

  	
  Jackson

  	
   

  	
  MO

  
	
   

  	
   

  	
  P.O. Box 1000

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Independence, MO
  64051-1000

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21301 Burbank Blvd.,
  Suite 100

  	
   

  	
  Los Angeles

  	
   

  	
  CA

  
	
   

  	
   

  	
  Woodland Hills, CA 91367

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  13133 34th Street

  	
   

  	
  Pinellas

  	
   

  	
  FL

  
	
   

  	
   

  	
  Clearwater, FL 34622-4259

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  77 Raynor Avenue

  	
   

  	
  Suffolk

  	
   

  	
  NY

  
	
   

  	
   

  	
  Ronkonkoma, NY 11779

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  9617 Distribution Avenue

  	
   

  	
  San Diego

  	
   

  	
  CA

  
	
   

  	
   

  	
  San Diego, CA 92121

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  18640 Sutter Boulevard,
  Suite 300

  	
   

  	
  Santa Clara

  	
   

  	
  CA

  
	
   

  	
   

  	
  Morgan Hill, CA 95307

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  300 Village Square
  Crossing, Suite 201

  	
   

  	
  Palm Beach

  	
   

  	
  FL

  
	
   

  	
   

  	
  Palm Beach Gardens, FL
  34622-4259

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK Launch Systems Inc. 

  	
   

  	
  PO Box 707

  9160 N. Hwy 83

  Brigham City, UT 84302-0707 

  	
   

  	
  Box Elder 

  	
   

  	
  UT 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bacchus Works

  	
   

  	
  Salt Lake

  	
   

  	
  UT

  
	
   

  	
   

  	
  8400 West, 5000 South

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Magna, UT 84044-0098

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Building H5, Freeport
  Center

  	
   

  	
  Davis

  	
   

  	
  UT

  
	
   

  	
   

  	
  (North End)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Clearfield, UT 84016

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Building H6, Freeport
  Center

  	
   

  	
  Davis

  	
   

  	
  UT

  
	
   

  	
   

  	
  Clearfield, UT 84016

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Building H7, Freeport
  Center

  	
   

  	
  Davis

  	
   

  	
  UT

  
	
   

  	
   

  	
  Clearfield, UT 84016

  	
   

  	
   

  	
   

  	
   

  



 


93
















 


	
  Name

  	
   

  	
  Mailing Address

  	
   

  	
  County

  	
   

  	
  State

  
	
  ATK Commercial Ammunition Holdings
  Company Inc.

  	
   

  	
  5050 Lincoln Drive

  Edina, MN 55436-1097

  	
   

  	
  Hennepin

  	
   

  	
  MN

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK Commercial Ammunition Company
  Inc.

  	
   

  	
  5050 Lincoln Drive

  Edina, MN 55436-1097

  	
   

  	
  Hennepin

  	
   

  	
  MN

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Federal Cartridge Company

  	
   

  	
  900 Ehlen Drive

  Anoka, MN 55303

  	
   

  	
  Anoka

  	
   

  	
  MN

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Champion Targets

  	
   

  	
  Wayne

  	
   

  	
  IN

  
	
   

  	
   

  	
  232 Industrial Parkway

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Richmond, IN 47374

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ammunition Accessories Inc.

  	
   

  	
  2299 Snake River Avenue

  Lewiston, ID 83501

  	
   

  	
  Nez Perce

  	
   

  	
  ID

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  605 Oro Dam Boulevard

  	
   

  	
  Butte

  	
   

  	
  CA

  
	
   

  	
   

  	
  Oroville, CA 95965-4650

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  N 5549 County Road Z

  	
   

  	
  La Crosse

  	
   

  	
  WI

  
	
   

  	
   

  	
  PO 39

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Onalaska, WI 54650

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5017 North 30th Street

  	
   

  	
  El Paso

  	
   

  	
  CO

  
	
   

  	
   

  	
  Colorado Springs, CO
  80919-3158

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Micro Craft Inc.

  	
   

  	
  207 Big Springs Avenue

  Tullahoma, TN 37388-0370

  	
   

  	
  Coffee

  	
   

  	
  TN

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK Space Systems Inc.

  	
   

  	
  6033 E. Bandini Blvd

  Commerce, CA 90040

  	
   

  	
  Los Angeles

  	
   

  	
  CA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Building B14, Freeport
  Center

  	
   

  	
  Davis

  	
   

  	
  UT

  
	
   

  	
   

  	
  P.O. Box 160433

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Clearfield, UT 84016

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  600 Pine Avenue

  	
   

  	
  Santa Barbara

  	
   

  	
  CA

  
	
   

  	
   

  	
  Goleta, CA 93117

  	
   

  	
   

  	
   

  	
   

  



 


94

















 


	
  Name

  	
   

  	
  Mailing Address

  	
   

  	
  County

  	
   

  	
  State

  
	
   

  	
   

  	
  250 Klug Circle

  	
   

  	
  Riverside

  	
   

  	
  CA

  
	
   

  	
   

  	
  Corona, CA 92880

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  9617 Distribution Avenue

  	
   

  	
  San Diego

  	
   

  	
  CA

  
	
   

  	
   

  	
  San Diego, CA 92121

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  16707 Via Del Campo Court

  	
   

  	
  San Diego

  	
   

  	
  CA

  
	
   

  	
   

  	
  San Diego, CA 92127

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tri State Commerce Park

  	
   

  	
  Tishomingo

  	
   

  	
  MS

  
	
   

  	
   

  	
  751 County Road 989, Bldg.
  1000

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Iuka, MS 38852

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  678 Discovery Drive,
  Suite 300

  	
   

  	
  Madison

  	
   

  	
  AL

  
	
   

  	
   

  	
  Huntsville, AL 35806-3301

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  23052 Alcalde Drive,
  Suite A

  	
   

  	
  Orange

  	
   

  	
  CA

  
	
   

  	
   

  	
  Laguna Hills, CA 92653

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10 Ragsdale Drive,
  Suite 201

  	
   

  	
  Monterey

  	
   

  	
  CA

  
	
   

  	
   

  	
  Monterey, CA 93940-5776

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  735 State Street, PO
  Drawer 719

  	
   

  	
  Santa Barbara

  	
   

  	
  CA

  
	
   

  	
   

  	
  Santa Barbara, CA 93102

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  300 North Continental
  Blvd, Suite 300

  	
   

  	
  Los Angeles

  	
   

  	
  CA

  
	
   

  	
   

  	
  El Segundo, CA 90245

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1224 Commerce Court,
  Suite 1

  	
   

  	
  Boulder

  	
   

  	
  CO

  
	
   

  	
   

  	
  Lafayette, CO 80026

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5017 North 30th Street

  	
   

  	
  El Paso

  	
   

  	
  CO

  
	
   

  	
   

  	
  Colorado Springs, CO
  80919-3158

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  65 South Street

  	
   

  	
  Middlesex

  	
   

  	
  MA

  
	
   

  	
   

  	
  Hopkington, MA 01748

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  589 W. Hollis Street,
  Suite 201

  	
   

  	
  Hillsborough

  	
   

  	
  NH

  
	
   

  	
   

  	
  Nashua, NH 03062-2809

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3975 Research Blvd.

  	
   

  	
  Greene

  	
   

  	
  OH

  
	
   

  	
   

  	
  Dayton, OH 45430-2108

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3100 Research Blvd

  	
   

  	
  Montgomery

  	
   

  	
  OH

  
	
   

  	
   

  	
  Kettering, OH 45420

  	
   

  	
   

  	
   

  	
   

  



 


95

















 


	
  Name

  	
   

  	
  Mailing Address

  	
   

  	
  County

  	
   

  	
  State

  
	
   

  	
   

  	
  1700 N. Research Park Way

  	
   

  	
  Cache

  	
   

  	
  UT

  
	
   

  	
   

  	
  Logan, UT 84341

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Allegany Ballistics
  Laboratory

  	
   

  	
  Mineral

  	
   

  	
  WV

  
	
   

  	
   

  	
  210 State Route 956

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Rocket Center, WV 26726

  	
   

  	
   

  	
   

  	
   

  



 


96

















 


Schedule VII to the


Security Agreement


 


EXCLUDED PATENTS


 


	
  Title

  	
   

  	
  Patent

  Number

  	
   

  	
  Issue Date

  	
   

  	
  Application

  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
  Stabilizers For
  Cross-Linked  Composite Modified Double
  Base  Propellants

  	
   

  	
  5387295

  	
   

  	
  07-Feb-1995

  	
   

  	
  05/757115

  	
   

  	
  05-Jan-1977

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Energetic Compounds As  Hmx/RDX
  Ballistic Modifiers

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  06/246355

  	
   

  	
  23-Mar-1981

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Destructible Guides for
  Extendible  Rocket Nozzles

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  06/424704

  	
   

  	
  27-Sep-1982

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Safing and Arming Mechanism

  	
   

  	
  4770096

  	
   

  	
  13-Sep-1988

  	
   

  	
  085688

  	
   

  	
  17-Aug-1987

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Detonator

  	
   

  	
  4831932

  	
   

  	
  23-May-1989

  	
   

  	
  085921

  	
   

  	
  17-Aug-1987

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Air Driven Whistle
  Generator

  	
   

  	
  4849646

  	
   

  	
  18-Jul-1989

  	
   

  	
  07/174298

  	
   

  	
  28-Mar-1988

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Method for Lining the Inner  Surface of a
  Cylindrical or Domed  Cylindrical Member With an  Elastomeric
  Material

  	
   

  	
  4959110

  	
   

  	
  25-Sep-1990

  	
   

  	
  193309

  	
   

  	
  11-May-1988

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Crash Bag Propellant  Composition and
  Method For  Generating Nitrogen Gas

  	
   

  	
  4920743

  	
   

  	
  01-May-1990

  	
   

  	
  07/223965

  	
   

  	
  25-Jul-1988

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Integrated Silicon
  Secondary  Explosive Detonator

  	
   

  	
  4862803

  	
   

  	
  05-Sep-1989

  	
   

  	
  261333

  	
   

  	
  24-Oct-1988

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Star-Branched Thermoplastic  Ionomers

  	
   

  	
  5039752

  	
   

  	
  13-Aug-1991

  	
   

  	
  294320

  	
   

  	
  06-Jan-1989

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shock Initiator Device For  Initiating a
  Percussion Primer

  	
   

  	
  4938141

  	
   

  	
  03-Jul-1990

  	
   

  	
  07/368477

  	
   

  	
  19-Jun-1989

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Precise Control Variable
  Thrust  Solid Propellant Motor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  07/376813

  	
   

  	
  07-Jul-1989

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rotary Cam Load Positioning  Apparatus

  	
   

  	
  4934271

  	
   

  	
  19-Jun-1990

  	
   

  	
  07/386747

  	
   

  	
  31-Jul-1989

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Removable Rocket Motor
  Igniter

  	
   

  	
  5062206

  	
   

  	
  05-Nov-1991

  	
   

  	
  389457

  	
   

  	
  04-Aug-1989

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Safing and Arming Mechanism  With Creep
  Ribbon Arming Delay

  	
   

  	
  4938138

  	
   

  	
  03-Jul-1990

  	
   

  	
  07/389921

  	
   

  	
  07-Aug-1989

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reorienting Grain Direction
  of  Calendered Insulation Sheet  Stock
  Perpendicular to Gas Flow  in Solid Propellant Rocket

  	
   

  	
  5113650

  	
   

  	
  19-May-1992

  	
   

  	
  408233

  	
   

  	
  18-Sep-1989

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Crash Bag Propellant  Composition
  and Method For  Generating Nitrogen Gas

  	
   

  	
  4929290

  	
   

  	
  29-May-1990

  	
   

  	
  07/437861

  	
   

  	
  17-Nov-1989

  	
   

  	
  Alliant Techsystems  Inc.

  



 


Alliant Techsystems Inc. Amended and Restated Security Agreement


 


97

















 


	
  Title

  	
   

  	
  Patent

  Number

  	
   

  	
  Issue Date

  	
   

  	
  Application

  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
  Cased Telescoped Ammunition  Having
  Features Augmenting  Cartridge Case Dimensional  Recovery By
  Case Skin Tube

  	
   

  	
  4938145

  	
   

  	
  03-Jul-1990

  	
   

  	
  07/440489

  	
   

  	
  24-Nov-1989

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No Stored Energy Safe and
  Arm  Device

  	
   

  	
  5033383

  	
   

  	
  23-Jul-1991

  	
   

  	
  07/456396

  	
   

  	
  26-Dec-1989

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cartridge Case For a Cased  Telescoped
  Ammunition Round

  	
   

  	
  5029530

  	
   

  	
  09-Jul-1991

  	
   

  	
  07/478120

  	
   

  	
  02-Feb-1990

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Silent Stud Gun Attachment  Device

  	
   

  	
  5038665

  	
   

  	
  13-Aug-1991

  	
   

  	
  07/474884

  	
   

  	
  02-Feb-1990

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interlocked Release
  Mechanism  With Timed, Sequential Release  Steps

  	
   

  	
  5052303

  	
   

  	
  01-Oct-1991

  	
   

  	
  07/516953

  	
   

  	
  30-Apr-1990

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Safe and Arm Device

  	
   

  	
  5016532

  	
   

  	
  21-May-1991

  	
   

  	
  07/547526

  	
   

  	
  05-Jul-1990

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Process for Producing
  Improved  Poly (glycidyl nitrate)

  	
   

  	
  5120827

  	
   

  	
  09-Jun-1992

  	
   

  	
  561797

  	
   

  	
  02-Aug-1990

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reduced Cost Membrane Seal  Assembly For
  Pulsed Rocker  Motor

  	
   

  	
  5613358

  	
   

  	
  25-Mar-1997

  	
   

  	
  07/588370

  	
   

  	
  26-Sep-1990

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unwinding Ribbon Safing and  Arming Device

  	
   

  	
  5147974

  	
   

  	
  15-Sep-1992

  	
   

  	
  07/609677

  	
   

  	
  06-Nov-1990

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forward Control Tube With  Sequenced
  Ignition

  	
   

  	
  5042388

  	
   

  	
  27-Aug-1991

  	
   

  	
  07/613256

  	
   

  	
  14-Nov-1990

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Poly (butadiene)/Poly
  (lactone)  Thermoplastic Block Polymers,  Methods of
  Making, and Uncured  High Energy Compositions  Containing
  Same as Binders

  	
   

  	
  6350330

  	
   

  	
  26-Feb-2002

  	
   

  	
  07/616964

  	
   

  	
  21-Nov-1990

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rocket Thrust Vector
  Control  Nozzle Assembly With Static Seal

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  07/623152

  	
   

  	
  06-Dec-1990

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Manufacturing Thin Wall
  Steel  Cartridge Cases

  	
   

  	
  5130207

  	
   

  	
  14-Jul-1992

  	
   

  	
  07/719972

  	
   

  	
  24-Jun-1991

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Extrudable Gas Generating  Propellants,
  Method and  Apparatus

  	
   

  	
  5125684

  	
   

  	
  30-Jun-1992

  	
   

  	
  07/776943

  	
   

  	
  15-Oct-1991

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Assembly and Method For  Attaching a
  Pressure Vessel To  Another Object

  	
   

  	
  5257761

  	
   

  	
  02-Nov-1993

  	
   

  	
  07/840953

  	
   

  	
  24-Feb-1992

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Propellant Grain Machining  Device

  	
   

  	
  5391025

  	
   

  	
  21-Feb-1995

  	
   

  	
  07/871966

  	
   

  	
  21-Apr-1992

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Multiple Stylus Probe
  Attachment  And Methods

  	
   

  	
  5394757

  	
   

  	
  07-Mar-1995

  	
   

  	
  07/904209

  	
   

  	
  25-Jun-1992

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Infrared Reflectance
  Acousto-Optic Tunable Filter (AOTF)  Spectrometer-Basedsurface  Scanning
  System

  	
   

  	
  5406082

  	
   

  	
  11-Apr-1995

  	
   

  	
  07/982293

  	
   

  	
  27-Nov-1992

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Propellant Formulations
  Based On  Dinitramide Salts and Energetic  Binders

  	
   

  	
  5498303

  	
   

  	
  12-Mar-1996

  	
   

  	
  08/052035

  	
   

  	
  21-Apr-1993

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Processing and Curing Aid
  for  Composite Propellants

  	
   

  	
  5942720

  	
   

  	
  24-Aug-1999

  	
   

  	
  08/055079

  	
   

  	
  29-Apr-1993

  	
   

  	
  Alliant Techsystems  Inc.

  



 


98
















 


	
  Title

  	
   

  	
  Patent

  Number

  	
   

  	
  Issue Date

  	
   

  	
  Application

  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
  Ambient Temperature  Mix\cast\cure
  Propellant Using  Bash-68 Bonding Agent

  	
   

  	
  5472532

  	
   

  	
  05-Dec-1995

  	
   

  	
  08/076410

  	
   

  	
  14-Jun-1993

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thermite Compositions For
  Use  As Gas Generants

  	
   

  	
  5439537

  	
   

  	
  08-Aug-1995

  	
   

  	
  08/103768

  	
   

  	
  10-Aug-1993

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Match Performance.22
  Caliber  Cartridge

  	
   

  	
  5490463

  	
   

  	
  13-Feb-1996

  	
   

  	
  08/123166

  	
   

  	
  20-Sep-1993

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Aluminized Eutectic Bonded  Insensitive
  High Explosive

  	
   

  	
  5411615

  	
   

  	
  02-May-1995

  	
   

  	
  08/131139

  	
   

  	
  04-Oct-1993

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Polyether Compounds Having  Both Imine and
  Hydroxyl  Functionality And Methods Of  Synthesis

  	
   

  	
  5414123

  	
   

  	
  09-May-1995

  	
   

  	
  08/173425

  	
   

  	
  23-Dec-1993

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Methods For Synthesizing
  And  Processing bis-(1(2)H-tetrazol-5-yl)-amine

  	
   

  	
  5468866

  	
   

  	
  21-Nov-1995

  	
   

  	
  177737

  	
   

  	
  04-Jan-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thermite Compositions For
  Use As Gas Generants

  	
   

  	
  5429691

  	
   

  	
  04-Jul-1995

  	
   

  	
  177744

  	
   

  	
  05-Jan-1994

  	
   

  	
  Alliant Techsystems Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gas Generate Composition  Containing
  Non-Metallic Salts of  5-Nitrobarbituric Acid

  	
   

  	
  5472534

  	
   

  	
  05-Dec-1995

  	
   

  	
  178215

  	
   

  	
  06-Jan-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Borohydride Fuels In Gas  Generant
  Compositions

  	
   

  	
  5401340

  	
   

  	
  28-Mar-1995

  	
   

  	
  08/179150

  	
   

  	
  10-Jan-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Method For Synthesizing
  5-Aminotetrazole

  	
   

  	
  5451682

  	
   

  	
  19-Sep-1995

  	
   

  	
  179559

  	
   

  	
  10-Jan-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gas Generating Compositions  Based On Salts
  Of 5-Nitraminotetrazole

  	
   

  	
  5516377

  	
   

  	
  14-May-1996

  	
   

  	
  08/179736

  	
   

  	
  10-Jan-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Method And System For  Evaluating Gas
  Generants And  Gas Generators

  	
   

  	
  5452210

  	
   

  	
  19-Sep-1995

  	
   

  	
  08/179727

  	
   

  	
  10-Jan-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  System And Method For Gas
  Bag  Inflation And Deflation

  	
   

  	
  5441303

  	
   

  	
  15-Aug-1995

  	
   

  	
  179734

  	
   

  	
  10-Jan-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Infrared Decoy Flare Pellet

  	
   

  	
  5456455

  	
   

  	
  10-Oct-1995

  	
   

  	
  08/189803

  	
   

  	
  01-Feb-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cartridge Priming Device
  With  Safety Guard

  	
   

  	
  5435223

  	
   

  	
  25-Jul-1995

  	
   

  	
  08/198529

  	
   

  	
  17-Feb-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Methods For Controlled  Polymerization
  Of Energetic  Cyclic Ethers Using
  Alkylating  Salts

  	
   

  	
  6100375

  	
   

  	
  08-Aug-2000

  	
   

  	
  08/233219

  	
   

  	
  26-Apr-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  System For Transmitting
  Multiple  Signals Across a Single Fiber  Optic Channel

  	
   

  	
  5426527

  	
   

  	
  20-Jun-1995

  	
   

  	
  08/253628

  	
   

  	
  03-Jun-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Process For Making High
  Purity  Hydroxylammonium Nitrate

  	
   

  	
  5472679

  	
   

  	
  05-Dec-1995

  	
   

  	
  08/257709

  	
   

  	
  10-Jun-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dry Preparation of
  Particulate  Solid Energetic Material

  	
   

  	
  5501132

  	
   

  	
  26-Mar-1996

  	
   

  	
  08/298929

  	
   

  	
  31-Aug-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Process and Apparatus For  Photolytic
  Degradation of  Explosives

  	
   

  	
  5516970

  	
   

  	
  14-May-1996

  	
   

  	
  08/299840

  	
   

  	
  01-Sep-1994

  	
   

  	
  Alliant Techsystems  Inc.

  



 


99

















 


	
  Title

  	
   

  	
  Patent

  Number

  	
   

  	
  Issue Date

  	
   

  	
  Application

  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
  Non-Toxic Primer for
  Center-Fire  Cartridges

  	
   

  	
  5466315

  	
   

  	
  14-Nov-1995

  	
   

  	
  08/301347

  	
   

  	
  06-Sep-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Blind Rivet Installation
  Tool

  	
   

  	
  D369733

  	
   

  	
  14-May-1996

  	
   

  	
  28188

  	
   

  	
  08-Sep-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ergonomic Installation Tool
  With  Selectable Vacuum Pintail  Collector

  	
   

  	
  5490311

  	
   

  	
  13-Feb-1996

  	
   

  	
  302495

  	
   

  	
  08-Sep-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Blind Rivet Installation
  Tool

  	
   

  	
  D371299

  	
   

  	
  02-Jul-1996

  	
   

  	
  28151

  	
   

  	
  08-Sep-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Blind Rivet Installation
  Tool

  	
   

  	
  D369732

  	
   

  	
  14-May-1996

  	
   

  	
  28142

  	
   

  	
  08-Sep-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fault Tolerant Safe and
  Arming  Device

  	
   

  	
  5454321

  	
   

  	
  03-Oct-1995

  	
   

  	
  08/324210

  	
   

  	
  17-Oct-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Composite Gun Propellant  Processing
  Technique

  	
   

  	
  5565150

  	
   

  	
  15-Oct-1996

  	
   

  	
  08/336309

  	
   

  	
  08-Nov-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Low Cost Nozzle for Long  Duration Solid
  Propellant Rocket  Motor

  	
   

  	
  5579635

  	
   

  	
  03-Dec-1996

  	
   

  	
  08/342146

  	
   

  	
  18-Nov-1994

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Propellant Grain Machining  Device

  	
   

  	
  5511914

  	
   

  	
  30-Apr-1996

  	
   

  	
  08/388249

  	
   

  	
  14-Feb-1995

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Process and Apparatus For  Photolytic
  Degradation of  Explosives

  	
   

  	
  5524545

  	
   

  	
  11-Jun-1996

  	
   

  	
  08/475520

  	
   

  	
  07-Jun-1995

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fastener Installation Tool
  With  Positive Pressure Pintail Removal  System

  	
   

  	
  5579641

  	
   

  	
  03-Dec-1996

  	
   

  	
  08/491046

  	
   

  	
  16-Jun-1995

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Propellant Formulations
  Based On  Dinitramide Salts and Energetic  Binders

  	
   

  	
  5741998

  	
   

  	
  21-Apr-1998

  	
   

  	
  08/614303

  	
   

  	
  12-Mar-1996

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Propellant Grain Machining  Device

  	
   

  	
  5615983

  	
   

  	
  01-Apr-1997

  	
   

  	
  08/635745

  	
   

  	
  22-Apr-1996

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Black Powder Processing On  Twin-Screw
  Extruder

  	
   

  	
  5670098

  	
   

  	
  23-Sep-1997

  	
   

  	
  08/707199

  	
   

  	
  20-Aug-1996

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Propellant Composition For  Automotive
  Safety Applications

  	
   

  	
  RE36296

  	
   

  	
  14-Sep-1999

  	
   

  	
  08/761979

  	
   

  	
  11-Dec-1996

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Model 2480 Hydraulic
  Installation  Tool

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  09/066599

  	
   

  	
  18-Feb-1997

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Method of Forming a
  Non-Toxic  Frangible Bullet Core

  	
   

  	
  5894645

  	
   

  	
  20-Apr-1999

  	
   

  	
  08/905152

  	
   

  	
  01-Aug-1997

  	
   

  	
  Federal Cartridge  Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Process For The Production
  of  Hexaammine Cobalt Nitrate

  	
   

  	
  5972304

  	
   

  	
  26-Oct-1999

  	
   

  	
  09/058823

  	
   

  	
  13-Apr-1998

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Synthesis of
  (4-phenylethynyl  Phthalimide) Propyl
  Silantriol

  	
   

  	
  6072055

  	
   

  	
  06-Jun-2000

  	
   

  	
  09/086724

  	
   

  	
  29-May-1998

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ignition Enhanced Gas
  Generant  and Method

  	
   

  	
  6096147

  	
   

  	
  01-Aug-2000

  	
   

  	
  09/126467

  	
   

  	
  30-Jul-1998

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Low Particulate Igniter  Composition
  for a Gas Generant

  	
   

  	
  6086693

  	
   

  	
  11-Jul-2000

  	
   

  	
  09/243557

  	
   

  	
  09-Feb-1999

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Joint For Connecting
  Extrudable  Segments

  	
   

  	
  6220779

  	
   

  	
  24-Apr-2001

  	
   

  	
  09/263212

  	
   

  	
  05-Mar-1999

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rocket Motor Insulation  Containing
  Hydrophobic Particles

  	
   

  	
  6606852

  	
   

  	
  19-Aug-2003

  	
   

  	
  09/613837

  	
   

  	
  11-Jul-2000

  	
   

  	
  Alliant Techsystems  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Digital Solid Rocket Motor
  and  Gas Generator

  	
   

  	
  6705075

  	
   

  	
  16-Mar-2004

  	
   

  	
  09/698472

  	
   

  	
  30-Oct-2000

  	
   

  	
  Alliant Techsystems  Inc.

  



 


100

















 


	
  Title

  	
   

  	
  Patent

  Number

  	
   

  	
  Issue Date

  	
   

  	
  Application

  Number

  	
   

  	
  Filing Date

  	
   

  	
  Owner Name

  
	
  Explosive Delay Assembly

  	
   

  	
  6561101

  	
   

  	
  13-May-2003

  	
   

  	
  09/819234

  	
   

  	
  28-Mar-2001

  	
   

  	
  Alliant Techsystems Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Process For Heat Treating
  Bullets Comprising Two or More Metals or Alloys, and Bullets Made by the
  Method

  	
   

  	
  6613165

  	
   

  	
  02-Sep-2003

  	
   

  	
  10/091707

  	
   

  	
  05-Mar-2002

  	
   

  	
  Alliant Techsystems Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Method of Constructing
  Insulated Metal Dome Structure For a Rocket Motor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  10/329352

  	
   

  	
  26-Dec-2002

  	
   

  	
  Alliant Techsystems Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rocket Assembly Ablative
  Materials Formed From Solvent-Spun Cellulosic Precursors, and Method of
  Insulating or Thermally Protecting a Rocket Assembly With The Same

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  10/374782

  	
   

  	
  25-Feb-2003

  	
   

  	
  Alliant Techsystems Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Propellant Extrusion Die

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  10/698091

  	
   

  	
  31-Oct-2003

  	
   

  	
  Alliant Techsystems Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reactive Compositions
  Including Metal and Methods of Forming Same

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  10/801946

  	
   

  	
  15-Mar-2004

  	
   

  	
  Alliant Techsystems Inc.

  



 


Excluded
Trademarks


 


	
  Trademark Name

  	
   

  	
  Owner

  	
   

  	
  Application

  Number

  	
   

  	
  File Date

  	
   

  	
  Registration

  Number

  	
   

  	
  Registration

  Date

  
	
  SHARPSHOOTER

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  21651

  	
   

  	
  18-Aug-1906

  	
   

  	
  61988

  	
   

  	
  16-Apr-1907

  
	
  POSI-PRIME

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  73/614659

  	
   

  	
  14-Aug-1986

  	
   

  	
  1436252

  	
   

  	
  14-Apr-1987

  
	
  ROLL YOUR OWN

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  75/633005

  	
   

  	
  03-Feb-1999

  	
   

  	
  2525604

  	
   

  	
  01-Jan-2002

  
	
  MIGHTY-LITE

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  75/931144

  	
   

  	
  29-Feb-2000

  	
   

  	
  2428446

  	
   

  	
  13-Feb-2001

  
	
  JON-E & Design

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  73/088774

  	
   

  	
  28-May-1976

  	
   

  	
  1066296

  	
   

  	
  24-May-1977

  
	
  CLASSIC

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  75/707290

  	
   

  	
  17-May-1999

  	
   

  	
  2401619

  	
   

  	
  07-Nov-2000

  
	
  PERSONAL DEFENSE

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  75/707287

  	
   

  	
  17-May-1999

  	
   

  	
  2411530

  	
   

  	
  05-Dec-2000

  
	
  THE LEAD  EQUIVALENT

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  75/686172

  	
   

  	
  16-Apr-1999

  	
   

  	
  2416493

  	
   

  	
  26-Dec-2000

  
	
  FEDERAL CLASSIC

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  75/707849

  	
   

  	
  17-May-1999

  	
   

  	
  2368302

  	
   

  	
  18-Jul-2000

  
	
  SUPPORT THE  SHOOTING SPORTS &  DESIGN (TM&SM)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  74/688409

  	
   

  	
  15-Jun-1995

  	
   

  	
  1991090

  	
   

  	
  06-Aug-1996

  
	
  SUPPORT THE  SHOOTING SPORTS  (TM&SM)

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  74/539689

  	
   

  	
  20-Jun-1994

  	
   

  	
  1989022

  	
   

  	
  23-Jul-1996

  
	
  TACTICAL LOAD

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  74/340096

  	
   

  	
  14-Dec-1992

  	
   

  	
  1980333

  	
   

  	
  18-Jun-1996

  
	
  STRIPES Design

  	
   

  	
  Federal Cartridge

  	
   

  	
  72/239033

  	
   

  	
  17-Feb-1966

  	
   

  	
  840725

  	
   

  	
  19-Dec-1967

  
	
  QWIK POINT

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  74/694038

  	
   

  	
  26-Jun-1995

  	
   

  	
  1991115

  	
   

  	
  06-Aug-1996

  
	
  AMMO CAN

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  73/615038

  	
   

  	
  15-Aug-1986

  	
   

  	
  1437237

  	
   

  	
  21-Apr-1987

  
	
  NITREX

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  74/727618

  	
   

  	
  11-Sep-1995

  	
   

  	
  2051560

  	
   

  	
  08-Apr-1997

  
	
  ADVANT-EDGE

  	
   

  	
  Alliant Techsystems Inc.

  	
   

  	
  78/904613

  	
   

  	
  09-Jun-2006

  	
   

  	
   

  	
   

  	
   

  



 


101

















 


Schedule VIII to the


Security Agreement


 


AFFECTED IP COLLATERAL


 


None.


 


102

















 


Exhibit A to the Amended and


Restated Security Agreement


 


FORM OF SECURITY AGREEMENT SUPPLEMENT


 


[            
    , 20    ]


 


Bank of America, N.A.,


as the Administrative Agent
for the


Secured Parties referred to
in the


Credit Agreement referred to
below


 


Attn:


 


ALLIANT
TECHSYSTEMS INC.


 


Ladies and Gentlemen:


 


Reference is made to
(i) the Amended and Restated Credit Agreement dated as of March 29,
2007 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the “Credit
Agreement”), among Alliant Techsystems Inc., a Delaware
corporation, as the Borrower, the Lenders party thereto, Bank of America, N.A.,
as Administrative Agent (together with any successor Administrative Agent
appointed pursuant to Article IX of the Credit Agreement, the “Administrative Agent”),
and the other Agents and the Arrangers party thereto, and (ii) the Amended
and Restated Security Agreement dated March 29, 2007 (as amended, amended
and restated, supplemented or otherwise modified from time to time, the “Security Agreement”)
made by the Borrower, the Guarantors and any other Grantors from time to time
party thereto in favor of the Administrative Agent for the Secured Parties.
Terms defined in the Credit Agreement or the Security Agreement and not
otherwise defined herein are used herein as defined in the Credit Agreement or
the Security Agreement.


 


1.                                       Grant of
Security. The undersigned hereby grants to the Administrative
Agent, for the ratable benefit of the Secured Parties, a security interest in,
all of its right, title and interest in and to all of the Collateral of the
undersigned, whether now owned or hereafter acquired by the undersigned,
wherever located and whether now or hereafter existing or arising, including,
without limitation, the property and assets of the undersigned set forth on the
attached supplemental schedules to the Schedules to the Security Agreement.


 


2.                                       Security for
Obligations. The grant of a security interest in the Collateral
by the undersigned under this Security Agreement Supplement and the Security
Agreement secures the payment of all Obligations of the undersigned now or
hereafter existing under or in respect of the Loan Documents, whether direct or
indirect, absolute or contingent, and whether for principal, reimbursement
obligations, interest, premiums, penalties, fees, indemnifications, contract
causes of action, costs, expenses or otherwise.


 


Alliant
— Amended and Restated Security Agreement Exhibits


 


103

















 


3.                                       Supplements to
Security Agreement Schedules.  The undersigned has attached hereto
supplemental Schedules I through VIII to Schedules I through VIII,
respectively, to the Security Agreement, and the undersigned hereby certifies,
as of the date first above written, that such supplemental schedules have been
prepared by the undersigned in substantially the form of the equivalent
Schedules to the Security Agreement and are complete and correct.


 


4.                                       Representations
and Warranties.  The
undersigned hereby makes each representation and warranty set forth in Section 10
of the Security Agreement (as supplemented by the attached supplemental
schedules) as to itself to the same extent as each other Grantor.


 


5.                                       Obligations
Under the Security Agreement. The undersigned hereby
agrees, as of the date first above written, to be bound as a Grantor by all of
the terms and provisions of the Security Agreement to the same extent as each
of the other Grantors. The undersigned further agrees, as of the date first
above written, that each reference in the Security Agreement to an “Additional
Grantor” or a “Grantor” shall also mean and be a reference to the undersigned.


 


6.                                       Governing Law. This Security
Agreement Supplement shall be governed by, and construed in accordance with,
the laws of the State of New York.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [NAME OF ADDITIONAL
  GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address for notices:

  



 


104

















 


Exhibit B to the Amended and


Restated Security Agreement


 


FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT


 


CONTROL AGREEMENT dated as
of March       , 2007,
among                        ,
a                       
(the “Grantor”),
Bank of America, N.A., as Administrative Agent (the “Secured Party”), and
                  ,
a
                  
(“                        ”),
as securities intermediary (the “Securities Intermediary”).


 


PRELIMINARY STATEMENTS:


 


(1)                                  The Grantor has
granted the Secured Party a security interest (the “Security Interest”)
in account no.
                              
maintained by the Securities Intermediary for the Grantor (the “Account”).


 


(2)                                  Terms defined
in Article 8 or 9 of the Uniform Commercial Code in effect in the State of
New York (“N.Y. Uniform
Commercial Code”) are used in this Agreement as such terms are
defined in such Article 8 or 9.


 


NOW, THEREFORE, in
consideration of the premises and of the mutual agreements contained herein,
the parties hereto hereby agree as follows:


 


1.                                       The Account. The Grantor
and Securities Intermediary represent and warrant to, and agree with, the
Grantor and the Secured Party that:


 


(a)                                  The Securities
Intermediary maintains the Account for the Grantor, and all property held by
the Securities Intermediary for the account of the Grantor is, and will
continue to be, credited to the Account.


 


(b)                                 The Account is
a securities account.  The Securities
Intermediary is the securities intermediary with respect to the property
credited from time to time to the Account. The Grantor is the entitlement
holder with respect to the property credited from time to time to the Account.


 


(c)                                  The State of
New York is, and will continue to be, the Securities Intermediary’s
jurisdiction of organization for purposes of Section 8-110(e) of
the UCC so long as the Security Interest shall remain in effect.


 


(d)                                 Exhibit A attached
hereto is a statement of the property credited to the Account on the date
hereof.


 


(e)                                  The Grantor and
Securities Intermediary do not know of any claim to or interest in the Account
or any property (including, without limitation, funds and financial assets)
credited to the Account, except for claims, interests and property of the
parties referred to in this Agreement.


 


Alliant
– Amended and Restated Security Agreement Exhibits


 


105

















 


2.                                       Control by
Secured Party.  The
Securities Intermediary will comply with all notifications it receives
directing it to transfer or redeem any property in the Account (each an “Entitlement Order”)
or other directions concerning the Account (including, without limitation,
directions to distribute to the Secured Party proceeds of any such transfer or
redemption or interest or dividends on property in the Account) (any such
Entitlement Order or directions, “Account Directions”) originated by the
Secured Party without further consent by the Grantor or any other person.  The Secured Party will not provide Account
Directions to the Securities Intermediary prior to delivery to the Securities
Intermediary of a Notice of Exclusive Control (as defined below).


 


3.                                       Grantor’s
Rights in Account. (a) Except as otherwise provided in this Section 3,
the Securities Intermediary will comply with Account Directions concerning each
Account originated by the Grantor without further consent by the Secured Party.


 


(b)                                 Until the
Securities Intermediary receives a notice from the Secured Party that the
Secured Party will exercise exclusive control over any Account (a “Notice of Exclusive Control”
with respect to such Account), the Securities Intermediary shall comply with
Account Directions from the Grantor with respect to such Account, including
without limitation, directions to distribute to the Grantor all interest and
regular cash dividends on property (including, without limitation, funds and
financial assets) in such Account.


 


(c)                                  If the
Securities Intermediary receives from the Secured Party a Notice of Exclusive
Control with respect to any Account, the Securities Intermediary will comply
only with Account Directions originated by the Secured Party and will cease:


 


(i)                                     complying with
Account Directions or other directions concerning such Account originated by
the Grantor and


 


(ii)                                  distributing to
the Grantor interest and dividends on property (including, without limitation,
funds and financial assets) in such Account.


 


4.                                       Priority of
Secured Party’s Security Interest.  (a)  The Securities Intermediary
subordinates in favor of the Secured Party any security interest, lien, or
right of setoff it may have, now or in the future, against the Account or
property in the Account, except that the Securities Intermediary will retain
its prior lien on property in the Account to secure payment for property
purchased for the Account and normal commissions and fees for the Account.


 


(b)                                 The Securities
Intermediary will not agree with any Person not party to this Agreement that
the Securities Intermediary will comply with Entitlement Orders originated by
such Person.


 


5.                                       Statements,
Confirmations, and Notices of Adverse Claims. (a) The Securities
Intermediary will send copies of all statements and confirmations for the
Account simultaneously to the Grantor and the Secured Party.


 


(b)                                 When the
Securities Intermediary knows of any claim or interest in the Account or any
property credited to the Account other than the claims and interests of the
parties


 


106

















 


referred to in this
Agreement, the Securities Intermediary will promptly notify the Secured Party
and the Grantor of such claim or interest.


 


6.                                       The Securities
Intermediary’s Responsibility.  (a)  Except for permitting a withdrawal,
delivery, or payment in violation of Section 3, the Securities
Intermediary will not be liable to the Secured Party for complying with Account
Directions concerning the Account from the Grantor that are received by the
Securities Intermediary before the Securities Intermediary receives and has a
reasonable opportunity to act on a Notice of Exclusive Control.


 


(b)                                 The Securities
Intermediary will not be liable to the Grantor or the Secured Party for
complying with a Notice of Exclusive Control or with an Account Direction
concerning the Account originated by the Secured Party, even if the Grantor
notifies the Securities Intermediary that the Secured Party is not legally
entitled to issue the Notice of Exclusive Control or Account Direction unless
the Securities Intermediary takes the action after it is served with an
injunction, restraining order, or other legal process enjoining it from doing
so, issued by a court of competent jurisdiction, and had a reasonable
opportunity to act on the injunction, restraining order or other legal process.


 


(c)                                  This Agreement
does not create any obligation of the Securities Intermediary except for those
expressly set forth in this Agreement and in Part 5 of Article 8 of
the N.Y. Uniform Commercial Code.  In
particular, the Securities Intermediary need not investigate whether the
Secured Party is entitled under the Secured Party’s agreements with the Grantor
to give an Account Direction concerning the Account or a Notice of Exclusive
Control. The Securities Intermediary may rely on notices and communications it
believes are given by the appropriate party.


 


7.                                       Indemnity. The Grantor
will indemnify the Securities Intermediary, its officers, directors, employees
and agents against claims, liabilities and expenses arising out of this
Agreement (including, without limitation, reasonable attorney’s fees and
disbursements), except to the extent the claims, liabilities or expenses are
caused by the Securities Intermediary’s gross negligence or willful misconduct.


 


8.                                       Termination;
Survival. (a) The Secured Party may terminate this
Agreement by notice to the Securities Intermediary and the Grantor. If the
Secured Party notifies the Securities Intermediary that the Security Interest
has terminated, this Agreement will immediately terminate.


 


(b)                                 The Securities
Intermediary may terminate this Agreement on 60 days’ prior notice to the
Secured Party and the Grantor, provided that before such termination the
Securities Intermediary and the Grantor shall make arrangements to transfer the
property in the Account to another securities intermediary that shall have
executed, together with the Grantor, a control agreement in favor of the
Secured Party in respect of such property in substantially the form of this
Agreement or otherwise in form and substance satisfactory to the Secured Party.


 


(c)                                  Sections 6 and
7 will survive termination of this Agreement.


 


107

















 


9.                                       Governing Law. This
Agreement and the Account will be governed by the law of the State of New York.
The Securities Intermediary and the Grantor may not change the law governing
the Account without the Secured Party’s express prior written agreement.


 


10.                                 Entire
Agreement. This Agreement is the entire agreement, and
supersedes any prior agreements, and contemporaneous oral agreements, of the
parties concerning its subject matter.


 


11.                                 Amendments. No amendment
of, or waiver of a right under, this Agreement will be binding unless it is in
writing and signed by the party to be charged.


 


12.                                 Financial
Assets. The Securities Intermediary agrees with the Secured Party and the
Grantor that, to the fullest extent permitted by applicable law, all property
credited from time to time to the Account will be treated as “financial assets”
under Article 8 of the N.Y. Uniform Commercial Code.


 


13.                                 Notices. A notice or
other communication to a party under this Agreement will be in writing, including
by facsimile or telecopy (except that Entitlement Orders may be given orally),
will be sent to the party’s address set forth under its name below or to such
other address as the party may notify the other parties and will be effective
on receipt.


 


14.                                 Binding Effect. This
Agreement shall become effective when it shall have been executed by the
Grantor, the Secured Party and the Securities Intermediary, and thereafter
shall be binding upon and inure to the benefit of the Grantor, the Secured
Party and the Securities Intermediary and their respective successors and
assigns.


 


15.                                 Execution in
Counterparts. This Agreement may be executed in any number of
counterparts and by different 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.  Delivery of an executed counterpart of a
signature page to this Agreement by telecopier shall be effective as
delivery of an original executed counterpart of this Agreement.


 


REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK


 


108

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their respective
officers thereunto duly authorized, as of the date first above written.


 


	
   

  	
  [NAME OF GRANTOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A., as

  Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME
  OF SECURITIES

  INTERMEDIARY]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  



 


109
















 


Exhibit C to the Amended and


Restated Security Agreement


 


FORM OF COMMODITY ACCOUNT CONTROL AGREEMENT


 


CONTROL AGREEMENT dated as
of
                ,
        ,
among                        ,
a
                      
(the “Grantor”),
Bank of America, N.A., as Administrative Agent (the “Secured Party”), and
                  ,
a
                  
(“                        ”),
as commodity intermediary (the “Commodity Intermediary”).


 


PRELIMINARY STATEMENTS:


 


(1)                                  The Grantor has
granted the Secured Party a security interest (the “Security Interest”)
in account no.
                  
maintained by the Commodity Intermediary for the Grantor (the “Account”).


 


(2)                                  Terms defined
in Article 8 or 9 of the Uniform Commercial Code in effect in the State of
New York (“N.Y. Uniform
Commercial Code”) are used in this Agreement as such terms are
defined in such Article 8 or 9.


 


NOW, THEREFORE, in
consideration of the premises and of the mutual agreements contained herein,
the parties hereto hereby agree as follows:


 


1.                                       The Account.  The Grantor and the Commodity Intermediary
represent and warrant to, and agree with, the Grantor and the Secured Party
that:


 


(a)                                  The Commodity
Intermediary maintains the Account for the Grantor, and all commodity contracts
held by the Commodity Intermediary for the account of the Grantor is, and will
continue to be, carried in the Account.


 


(b)                                 The Account is
a commodity account. The Commodity Intermediary is the commodity intermediary
with respect to the commodity contracts carried from time to time in the
Account.  The Grantor is the commodity
customer with respect to the commodity contracts carried from time to time in
the Account.


 


(c)                                  The State of
New York is, and will continue to be, the Commodity Intermediary’s jurisdiction
of organization for purposes of Section 9-305(b) of the UCC so long
as the Security Interest shall remain in effect.


 


(d)                                 Exhibit A attached
hereto is a statement of the commodity contracts carried in the Account on the
date hereof.


 


(e)                                  The Grantor and
Commodity Intermediary do not know of any claim to or interest in the Account
or any commodity contract carried in the Account, except for claims, interests
and property of the parties referred to in this Agreement.


 


2.                                       Control by
Secured Party.  The
Commodity Intermediary will comply with all notifications it receives directing
it to apply any value distributed on account of any commodity


 


Alliant
– Amended and Restated Security Agreement Exhibits


 


110

















 


contract or contracts
carried in the Account (each an “Entitlement Order”) or other directions
concerning the Account (any such Entitlement Order or direction, “Account Directions”)
originated by the Secured Party without further consent by the Grantor or any
other person. The Secured Party will not deliver or provide Account Directions
to the Commodity Intermediary prior to delivery of a Notice of Exclusive
Control as defined below to the Commodity Intermediary.


 


3.                                       Grantor’s Rights
in Account.


 


(a)                                  Except as
otherwise provided in this Section 3, the Commodity Intermediary
will comply with Account Directions originated by the Grantor without further
consent by the Secured Party.


 


(b)                                 Until the
Commodity Intermediary receives a notice from the Secured Party that the
Secured Party will exercise exclusive control over the Account (a “Notice of Exclusive Control”),
the Commodity Intermediary shall act on any Account Directions originated by
the Grantor concerning the Account or the commodities
contract(s) contained therein.


 


(c)                                  The Commodity
Intermediary will not comply with any Account Directions originated by the
Grantor that would require the Commodity Intermediary to make a free delivery
to the Grantor or any other person.


 


(d)                                 If the
Commodity Intermediary receives from the Secured Party a Notice of Exclusive
Control, the Commodity Intermediary will cease:


 


(i)                                     complying with
Account Directions concerning the Account originated by the Grantor and


 


(ii)                                  distributing to
the Grantor any value distributed on account of any commodity contract carried
in the Account.


 


4.                                       Priority of
Secured Party’s Security Interest. (a) The Commodity
Intermediary subordinates in favor of the Secured Party any security interest,
lien, or right of setoff it may have, now or in the future, against the Account
or commodity contracts carried in the Account, except that the Commodity
Intermediary will retain its prior lien on commodity contracts in the Account
to secure payment for commodity contracts purchased for the Account and normal
commissions and fees for the Account.


 


(b)                                 The Commodity
Intermediary will not agree with any third party that the Commodity
Intermediary will comply with Entitlement Orders originated by the third party.


 


5.                                       Statements,
Confirmations, and Notices of Adverse Claims. (a) The Commodity
Intermediary will send copies of all statements and confirmations for the
Account simultaneously to the Grantor and the Secured Party.


 


(b)                                 When the
Commodity Intermediary knows of any claim or interest in the Account or any
commodity contracts carried in the Account other than the claims and interests
of


 


111

















 


the parties referred to in
this Agreement, the Commodity Intermediary will promptly notify the Secured
Party and the Grantor of such claim or interest.


 


6.                                       The Commodity
Intermediary’s Responsibility.  (a)  The Commodity Intermediary will not
be liable to the Secured Party for complying with Account Directions concerning
the Account from the Grantor that are received by the Commodity Intermediary
before the Commodity Intermediary receives and has a reasonable opportunity to
act on a Notice of Exclusive Control.


 


(b)                                 The Commodity
Intermediary will not be liable to the Grantor for complying with a Notice of
Exclusive Control or with an Account Direction concerning the Account
originated by the Secured Party, even if the Grantor notifies the Commodity
Intermediary that the Secured Party is not legally entitled to issue the Notice
of Exclusive Control or Entitlement Order or such other direction unless the
Commodity Intermediary takes the action after it is served with an injunction,
restraining order, or other legal process enjoining it from doing so, issued by
a court of competent jurisdiction, and had a reasonable opportunity to act on
the injunction, restraining order or other legal process.


 


(c)                                  This Agreement
does not create any obligation of the Commodity Intermediary except for those
expressly set forth in this Agreement. 
In particular, the Commodity Intermediary need not investigate whether
the Secured Party is entitled under the Secured Party’s agreements with the
Grantor to give an Entitlement Order or other direction concerning the Account
or a Notice of Exclusive Control. The Commodity Intermediary may rely on
notices and communications it believes given by the appropriate party.


 


7.                                       Indemnity. The Grantor
will indemnify the Commodity Intermediary, its officers, directors, employees
and agents against claims, liabilities and expenses arising out of this
Agreement (including, without limitation, reasonable attorney’s fees and
disbursements), except to the extent the claims, liabilities or expenses are
caused by the Commodity Intermediary’s gross negligence or willful misconduct.


 


8.                                       Termination;
Survival. (a) The Secured Party may terminate this
Agreement by notice to the Commodity Intermediary and the Grantor.  If the Secured Party notifies the Commodity
Intermediary that the Security Interest has terminated, this Agreement will
immediately terminate.


 


(b)                                 The Commodity
Intermediary may terminate this Agreement on 60 days’ prior notice to the
Secured Party and the Grantor, provided
that before such termination the Commodity Intermediary and the Grantor shall
make arrangements to transfer the commodity contracts carried in the Account to
another commodity intermediary that shall have executed, together with the
Grantor, a control agreement in favor of the Secured Party in respect of such
commodity contracts in substantially the form of this Agreement or otherwise in
form and substance satisfactory to the Secured Party.


 


(c)                                  Sections 6 and
7 will survive termination of this Agreement.


 


112

















 


9.                                       Governing Law. This
Agreement and the Account will be governed by the law of the State of New York.
The Commodity Intermediary and the Grantor may not change the law governing the
Account without the Secured Party’s express prior written agreement.


 


10.                                 Entire
Agreement. This Agreement is the entire agreement, and
supersedes any prior agreements, and contemporaneous oral agreements, of the
parties concerning its subject matter.


 


11.                                 Amendments. No amendment
of, or waiver of a right under, this Agreement will be binding unless it is in
writing and signed by the party to be charged.


 


12.                                 Commodity
Contracts.  The
Commodity Intermediary agrees with the Secured Party and the Grantor
that, to the fullest extent permitted by applicable law, all property carried
from time to time in the Account will be treated as commodity contracts under
Article 9 of the N.Y. Uniform Commercial Code.


 


13.                                 Notices. A notice or
other communication to a party under this Agreement will be in writing (except
that Entitlement Orders may be given orally), will be sent to the party’s
address set forth under its name below or to such other address as the party
may notify the other parties and will be effective on receipt.


 


14.                                 Binding Effect. This
Agreement shall become effective when it shall have been executed by the
Grantor, the Secured Party and the Commodity Intermediary, and thereafter shall
be binding upon and inure to the benefit of the Grantor, the Secured Party and
the Commodity Intermediary and their respective successors and assigns.


 


15.                                 Execution in
Counterparts. This Agreement may be executed in any number of
counterparts and by different 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.  Delivery of an executed counterpart of a
signature page to this Agreement by telecopier shall be effective as
delivery of an original executed counterpart of this Agreement.


 


REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


 


113

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their respective
officers thereunto duly authorized, as of the date first above written.


 


	
   

  	
  [NAME OF GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [SECURED PARTY]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [COMMODITY
  INTERMEDIARY]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


114

















 


Exhibit D to the Amended and


Restated Security Agreement


 


FORM OF ACCOUNT CONTROL AGREEMENT


(Deposit Account)


 


ACCOUNT CONTROL AGREEMENT
(this “Agreement”)
dated as of March     , 2007,
among                        ,
a                       
(the “Grantor”),
                      ,
Bank of America, N.A., as Administrative Agent (the “Secured Party”), and
                  ,
a
                  
(“                        ”), as depository bank (the “Account Holder”).


 


PRELIMINARY STATEMENTS:


 


(1)                                  The Grantor has
granted the Secured Party a security interest (the “Security Interest”)
in the following accounts maintained by the Account Holder for the Grantor
(each, an “Account”
and collectively, the “Accounts”):


 


[Insert account numbers and
other identifying information.]


 


(2)                                  Terms defined
in Article 9 of the Uniform Commercial Code in effect in the State of New
York (“N.Y. Uniform
Commercial Code”) are used in this Agreement as such terms are
defined in such Article 9.


 


NOW, THEREFORE, in
consideration of the premises and of the mutual agreements contained herein,
the parties hereto hereby agree as follows:


 


1.                                       The Accounts. The Grantor
and Account Holder represent and warrant to, and agree with, the Secured Party
that:


 


(a)                                  The Account
Holder maintains each Account for the Grantor, and all property (including,
without limitation, all funds and financial assets) held by the Account Holder
for the account of the Grantor are, and will continue to be, credited to an
Account in accordance with instructions given by the Grantor (unless otherwise
provided herein).


 


(b)                                 The Account is
a deposit account. The Account Holder is the bank with which each deposit
account is maintained. The Grantor is the Account Holder’s customer with
respect to the Accounts.


 


(c)                                  Notwithstanding
any other agreement to the contrary, the Account Holder’s jurisdiction with
respect to each Account for purposes of the N.Y. Uniform Commercial Code is,
and will continue to be for so long as the Security Interest shall be in
effect, the State of New York.


 


(d)                                 The Grantor and
Account Holder do not know of any claim to or interest in any Account or any
property (including, without limitation, funds) credited to any Account, except
for claims, interests, and property of the parties referred to in this
Agreement.


 


Alliant
– Amended and Restated Security Agreement Exhibits


 


115

















 


2.                                       Control by
Secured Party.  The Account
Holder will comply with (i) all instructions directing disposition of the
funds in any and all of the Accounts, (ii) all notifications and
entitlement orders that the Account Holder receives directing it to transfer or
redeem any financial asset in any and all of the Accounts, and (iii) all
other directions concerning any and all of the Accounts, including, without
limitation, directions to distribute to the Secured Party proceeds of any such
transfer or redemption or interest or dividends on property in any and all of
the Accounts (any such instruction, notification or direction referred to in
clause (i), (ii) or (iii) above being an “Account Direction”),
in each case of clauses (i), (ii) and (iii) above originated by the
Secured Party without further consent by the Grantor or any other Person. The
Secured Party will not provide Account Directions to the Account Holder prior
to delivery to the Account Holder of a Notice of Exclusive Control (as defined
below).


 


3.                                       Grantor’s
Rights in Accounts. (a) Except as otherwise provided in this Section 3,
the Account Holder will comply with Account Directions and other directions
concerning each Account originated by the Grantor without further consent by
the Secured Party.


 


(b)                                 Until the
Account Holder receives a notice from the Secured Party that the Secured Party
will exercise exclusive control over any Account (a “Notice of Exclusive Control”
with respect to such Account), the Account Holder shall comply with Account
Directions from the Grantor with respect to such Account, including without
limitation, directions to distribute to the Grantor all interest and regular
cash dividends on property (including, without limitation, funds and financial
assets) in such Account.


 


(c)                                  If the Account
Holder receives from the Secured Party a Notice of Exclusive Control with
respect to any Account, until the revocation, if any, of such notice, the
Account Holder will comply only with Account Directions originated by the
Secured Party and will cease:


 


(i)                                     complying with
Account Directions or other directions concerning such Account originated by
the Grantor and


 


(ii)                                  distributing to
the Grantor interest and dividends on property (including, without limitation,
funds and financial assets) in such Account.


 


4.                                       Priority of
Secured Party’s Security Interest.  (a)  The Account Holder
(i) subordinates to the Security Interest and in favor of the Secured
Party any security interest, lien, or right of recoupment or setoff that the
Account Holder may have, now or in the future, against any Account or property
(including, without limitation, any funds and financial assets) credited to any
Account, and (ii) agrees that it will not exercise any right in respect of
any such security interest or lien or any such right of recoupment or setoff
until the Security Interest is terminated, except that the Account
Holder (A) will retain its prior security interest and lien on property
credited to any Account, (B) may exercise any right in respect of such
security interest or lien, and (C) may exercise any right of recoupment or
setoff against any Account, in the case of clauses (A), (B) and
(C) above, to secure or to satisfy, and only to secure or to satisfy,
payment (x) for such property, (y) for its customary fees and
expenses for the routine maintenance and operation of such Account, and
(z) for the face amount of any items that have been credited to such
Account but are subsequently returned unpaid because of uncollected or
insufficient funds.


 


116

















 


(b)                                 The Account
Holder will not enter into any other agreement with any Person relating to
Account Directions or other directions with respect to any Account.


 


5.                                       Statements,
Confirmations, and Notices of Adverse Claims. (a)   The Account Holder will send copies of all
statements and confirmations for each Account simultaneously to the Secured
Party and the Grantor.


 


(b)                                 When the
Account Holder knows of any claim or interest in any Account or any property
(including, without limitation, funds and financial assets) credited to any
Account other than the claims and interests of the parties referred to in this
Agreement, the Account Holder will promptly notify the Secured Party and the
Grantor of such claim or interest.


 


6.                                       The Account
Holder’s Responsibility. (a) Except for permitting a
withdrawal, delivery, or payment in violation of Section 3, the
Account Holder will not be liable to the Secured Party for complying with
Account Directions or other directions concerning any Account from the Grantor
that are received by the Account Holder before the Account Holder receives and
has a reasonable opportunity to act on a Notice of Exclusive Control.


 


(b)                                 The Account
Holder will not be liable to the Grantor or the Secured Party for complying
with a Notice of Exclusive Control or with an Account Direction or other
direction concerning any Account originated by the Secured Party, even if the
Grantor notifies the Account Holder that the Secured Party is not legally
entitled to issue the Notice of Exclusive Control or Account Direction or such
other direction unless the Account Holder takes the action after it is served
with an injunction, restraining order, or other legal process enjoining it from
doing so, issued by a court of competent jurisdiction, and had a reasonable
opportunity to act on the injunction, restraining order or other legal process.


 


(c)                                  This Agreement
does not create any obligation of the Account Holder except for those expressly
set forth in this Agreement and, in the case of any Account that is a
securities account, in Part 5 of Article 8 of the N.Y. Uniform
Commercial Code and, in the case of any Account that is a deposit account, in
Article 4 of the N.Y. Uniform Commercial Code. In particular, the Account
Holder need not investigate whether the Secured Party is entitled under the
Secured Party’s agreements with the Grantor to give an Account Direction or
other direction concerning any Account or a Notice of Exclusive Control.  The Account Holder may rely on notices and
communications it believes given by the appropriate party.


 


7.                                       Indemnity.  The Grantor will indemnify the Account
Holder, its officers, directors, employees and agents against claims,
liabilities and expenses arising out of this Agreement (including, without
limitation, reasonable attorney’s fees and disbursements), except to the extent
the claims, liabilities or expenses are caused by the Account Holder’s gross
negligence or willful misconduct.


 


8.                                       Termination;
Survival. (a) The Secured Party may terminate this
Agreement by notice to the Account Holder and the Grantor. If the Secured Party
notifies the Account Holder that the Security Interest has terminated, this
Agreement will immediately terminate.


 


(b)                                 The Account
Holder may terminate this Agreement on 60 days’ prior notice to the Secured
Party and the Grantor, provided that before such termination the Account


 


117

















 


Holder and the Grantor shall
make arrangements to transfer the property (including, without limitation, all
funds and financial assets) credited to each Account to another Account Holder
that shall have executed, together with the Grantor, a control agreement in
favor of the Secured Party in respect of such property in substantially the
form of this Agreement or otherwise in form and substance satisfactory to the
Secured Party.


 


(c)                                  Sections 6 and
7 will survive termination of this Agreement.


 


9.                                       Governing Law. This
Agreement and each Account will be governed by the law of the State of New
York.  The Account Holder and the Grantor
may not change the law governing any Account without the Secured Party’s
express prior written agreement.


 


10.                                 Entire
Agreement. This Agreement is the entire agreement, and
supersedes any prior agreements, and contemporaneous oral agreements, of the
parties concerning its subject matter.


 


11.                                 Amendments. No amendment
of, or waiver of a right under, this Agreement will be binding unless it is in
writing and signed by the party to be charged.


 


12.                                 Notices. A notice or
other communication to a party under this Agreement will be in writing,
including by facsimile or telecopy (except that Account Directions may be given
orally), will be sent to the party’s address set forth under its name below or
to such other address as the party may notify the other parties and will be
effective on receipt.


 


13.                                 Binding Effect. This
Agreement shall become effective when it shall have been executed by the
Grantor, the Secured Party and the Account Holder, and thereafter shall be
binding upon and inure to the benefit of the Grantor, the Secured Party and the
Account Holder and their respective successors and assigns.


 


14.                                 Execution in
Counterparts. This Agreement may be executed in any number of counterparts
and by different 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. 
Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of an original executed
counterpart of this Agreement.


 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their respective
officers thereunto duly authorized, as of the date first above written.


 


	
   

  	
  [NAME OF GRANTOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  



 


118

















 


	
   

  	
  BANK OF AMERICA, N.A., as 

  Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME OF ACCOUNT HOLDER]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  



 


119

















 


Exhibit E to the Amended and


Restated Security Agreement


 


FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


This INTELLECTUAL PROPERTY
SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “IP Security Agreement”) dated March 31,
2004, is made by the Persons listed on the signature pages hereof
(collectively, the “Grantors”)
in favor of Bank of America, N.A. (“Bank of America”), as Administrative Agent
(the “Administrative
Agent”) for the Secured Parties (as defined in the Credit
Agreement referred to below).


 


WHEREAS, Alliant Techsystems
Inc., a Delaware corporation, has entered into an Amended and Restated Credit
Agreement dated as of March 29, 2007 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
with Bank of America, N.A., as Administrative Agent, and the other Agents and
the Arrangers party thereto. Terms defined in the Credit Agreement and not
otherwise defined herein are used herein as defined in the Credit Agreement.


 


WHEREAS, as a condition
precedent to the making of Loans by the Lenders and the issuance of Letters of
Credit by the L/C Issuers under the Credit Agreement and the entry into Secured
Hedge Agreements by the Hedge Banks from time to time, each Grantor has
executed and delivered that certain Amended and Restated Security Agreement
dated March 29, 2007 made by the Grantors to the Administrative Agent (as
amended, amended and restated, supplemented or otherwise modified from time to
time, the “Security
Agreement”).


 


WHEREAS, under the terms of
the Security Agreement, the Grantors have granted to the Administrative Agent,
for the ratable benefit of the Secured Parties, a security interest in, among
other property, certain intellectual property of the Grantors, and have agreed
as a condition thereof to execute this IP Security Agreement for recording with
the U.S. Patent and Trademark Office and other governmental authorities.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Grantor agrees as follows:


 


1.                                       Grant of Security. Each Grantor
hereby grants to the Administrative Agent for the ratable benefit of the
Secured Parties a security interest in all of such Grantor’s right, title and
interest in and to the following (the “Collateral”):


 


(a)                                  the patents and
patent applications set forth on Schedule A hereto (the “Patents”);


 


(b)                                 the trademark
and service mark registrations and applications set forth on Schedule B
hereto (provided that no security interest shall be granted in United States
intent-to-use trademark applications to the extent that, and solely during the
period in which, the grant of a security interest therein would impair the
validity or enforceability of such intent-to-use trademark applications under
applicable federal law), together with the goodwill symbolized thereby (the “Trademarks”);


 


Alliant
– Amended and Restated Security Agreement Exhibits


 


120

















 


(c)                                  all reissues,
divisions, continuations, continuations-in-part, extensions, renewals and
reexaminations of any of the foregoing, all rights in the foregoing provided by
international treaties or conventions, all rights corresponding thereto
throughout the world and all other rights of any kind whatsoever of such
Grantor accruing thereunder or pertaining thereto;


 


(d)                                 any and all
claims for damages and injunctive relief for past, present and future
infringement, dilution, misappropriation, violation, misuse or breach with
respect to any of the foregoing, with the right, but not the obligation, to sue
for and collect, or otherwise recover, such damages; and


 


(e)                                  any and all
proceeds of, collateral for, income, royalties and other payments now or
hereafter due and payable with respect to, and supporting obligations relating
to, any and all of the Collateral of or arising from any of the foregoing.


 


2.                                       Security for
Obligations. The grant of a security interest in, the
Collateral by each Grantor under this IP Security Agreement secures the payment
of all Obligations of such Grantor now or hereafter existing under or in
respect of the Loan Documents, whether direct or indirect, absolute or
contingent, and whether for principal, reimbursement obligations, interest,
premiums, penalties, fees, indemnifications, contract causes of action, costs,
expenses or otherwise.


 


3.                                       Recordation.  Each Grantor authorizes and requests that the
Commissioner for Patents and Trademarks and any other applicable U.S.
government officer record this IP Security Agreement.


 


4.                                       Execution in
Counterparts. This IP Security Agreement may be executed in any
number of 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.


 


5.                                       Grants, Rights
and Remedies. This IP Security Agreement has been entered into
in conjunction with the provisions of the Security Agreement.  Each Grantor does hereby acknowledge and
confirm that the grant of the security interest hereunder to, and the rights
and remedies of, the Administrative Agent with respect to the Collateral are
more fully set forth in the Security Agreement, the terms and provisions of
which are incorporated herein by reference as if fully set forth herein.


 


6.                                       Governing Law. This IP
Security Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York.


 


121
















 


IN WITNESS WHEREOF, each
Grantor has caused this IP Security Agreement to be duly executed and delivered
by its officer thereunto duly authorized as of the date first above written.


 


	
   

  	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


122

















 


	
   

  	
  [NAME OF
  GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME OF
  GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


[ETC.]


 


123

















 


Exhibit F to the Amended and


Restated Security Agreement


 


FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT
SUPPLEMENT


 


This INTELLECTUAL PROPERTY SECURITY
AGREEMENT SUPPLEMENT (this “IP Security Agreement Supplement”) dated
            
    ,       , is made by the
Person listed on the signature page hereof (the “Grantor”) in favor of
Bank of America, N.A. (“Bank
of America”), as Administrative Agent (the “Administrative Agent”)
for the Secured Parties (as defined in the Credit Agreement referred to below).


 


WHEREAS, Alliant Techsystems
Inc., a Delaware corporation, has entered into an Amended and Restated Credit
Agreement dated as of March 29, 2007 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
with Bank of America, as Administrative Agent, and the other Agents and the
Arrangers party thereto. Terms defined in the Credit Agreement and not
otherwise defined herein are used herein as defined in the Credit Agreement.


 


WHEREAS, pursuant to the
Credit Agreement, the Grantor and certain other Persons have executed and
delivered that certain Amended and Restated Security Agreement dated
March 29, 2007 made by the Borrower, the Guarantors and any other Grantors
from time to time party thereto (collectively, the “Grantors”) in favor
of the Administrative Agent (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Security Agreement”) and that certain
Intellectual Property Security Agreement dated March 29, 2007 made by the
Grantors in favor of the Administrative Agent (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”).


 


WHEREAS, under the terms of
the IP Security Agreement, the Grantor has granted to the Administrative Agent,
for the ratable benefit of the Secured Parties, a security interest in the
Additional Collateral (as defined in Section 1 below) of the
Grantor and has agreed as a condition thereof to execute this IP Security
Agreement Supplement for recording with the U.S. Patent and Trademark Office
and other U.S. governmental authorities.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Grantor agrees as follows:


 


1.                                       Grant of
Security. Each Grantor hereby grants to the Administrative
Agent, for the ratable benefit of the Secured Parties, a security interest in
all of such Grantor’s right, title and interest in and to the following (the “Additional Collateral”):


 


(a)                                  the patents and
patent applications set forth on Schedule A hereto (the “Patents”);


 


(b)                                 the trademark
and service mark registrations and applications set forth on Schedule B
hereto (provided that no security interest shall be granted in United States
intent-to-use trademark applications to the extent that, and solely during the
period in which, the grant of a security interest therein would impair the
validity or enforceability of such


 


Alliant
– Amended and Restated Security Agreement Exhibits


 


124

















 


intent-to-use trademark
applications under applicable federal law), together with the goodwill
symbolized thereby (the “Trademarks”);


 


(c)                                  all reissues,
divisions, continuations, continuations-in-part, extensions, renewals and
reexaminations of any of the foregoing, all rights in the foregoing provided by
international treaties or conventions, all rights corresponding thereto
throughout the world and all other rights of any kind whatsoever of such
Grantor accruing thereunder or pertaining thereto;


 


(d)                                 all any and all
claims for damages and injunctive relief for past, present and future
infringement, dilution, misappropriation, violation, misuse or breach with
respect to any of the foregoing, with the right, but not the obligation, to sue
for and collect, or otherwise recover, such damages; and


 


(e)                                  any and all
proceeds of, collateral for, income, royalties and other payments now or
hereafter due and payable with respect to, and supporting obligations relating
to, any and all of the foregoing or arising from any of the foregoing.


 


2.                                       Supplement to
IP Security Agreement.  Schedules
A and B to the IP Security Agreement are, effective as of the date hereof,
hereby supplemented to add to such Schedule the Additional Collateral.


 


3.                                       Security for
Obligations.  The grant
of a security interest in the Additional Collateral by the Grantor under this
IP Security Agreement Supplement secures the payment of all Obligations of the
Grantor now or hereafter existing under or in respect of the Loan Documents,
whether direct or indirect, absolute or contingent, and whether for principal,
reimbursement obligations, interest, premiums, penalties, fees,
indemnifications, contract causes of action, costs, expenses or otherwise.


 


4.                                       Recordation.  The Grantor authorizes and requests that the
Commissioner for Patents and Trademarks and any other applicable U.S.
government officer to record this IP Security Agreement Supplement.


 


5.                                       Grants, Rights
and Remedies. This IP Security Agreement Supplement has been
entered into in conjunction with the provisions of the Security Agreement. The
Grantor does hereby acknowledge and confirm that the grant of the security
interest hereunder to, and the rights and remedies of, the Administrative Agent
with respect to the Additional Collateral are more fully set forth in the
Security Agreement, the terms and provisions of which are incorporated herein
by reference as if fully set forth herein.


 


6.                                       Governing Law. This IP
Security Agreement Supplement shall be governed by, and construed in accordance
with, the laws of the State of New York.


 


125

















 


IN WITNESS WHEREOF, the
Grantor has caused this IP Security Agreement Supplement to be duly executed
and delivered by its officer thereunto duly authorized as of the date first
above written.


 


	
   

  	
  [NAME OF
  GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  



 


126

















 


Exhibit G to the Amended and


 Restated
Security Agreement


 


FORM OF CONSENT TO ASSIGNMENT OF LETTER OF CREDIT RIGHTS


 


To:                              [                ],
as Administrative Agent 


[                                        ]


[                                        ]


[                                        ]


 


[INSERT NAME OF
BENEFICIARY], as Beneficiary 


[                                        ]


[                                        ]


[                                        ]


 


We refer to the [INSERT ALL
IDENTIFYING INFORMATION WITH RESPECT TO RELEVANT LETTER OF CREDIT] (as it may
be amended, supplemented or otherwise modified from time to time, the “Letter of Credit”), a
true copy of which is attached hereto. 
The Letter of Credit has been established in favor of [INSERT NAME OF
BENEFICIARY], as beneficiary (the “Beneficiary”), and we are the [issuing bank
(the “Issuing Bank”)][nominated
person (the “Nominated
Person”)] required to give value thereunder pursuant to one [or
more] drawing[s] upon the satisfaction of the conditions stated in the Letter
of Credit. The liability of the [Issuing Bank][Nominated Person] for action or
omissions under the Letter of Credit is governed by the laws of [INSERT RELEVANT
JURISDICTION], as chosen by agreement in the Letter of Credit.  To the best knowledge of the undersigned, the
signatories to this consent letter are the only persons obligated to give value
under the Letter of Credit.


 


We hereby confirm that there
is no term in the Letter of Credit or other restriction which prohibits,
restricts or requires any person’s consent to the Beneficiary’s assignment of
or creation of a security interest in the rights to payment or performance
under the Letter of Credit. We hereby consent to and acknowledge the assignment
by the Beneficiary of all proceeds of and rights to payment and performance
under the Letter of Credit in favor of Bank of America, N.A., as Administrative
Agent (the “Administrative
Agent”) pursuant to the Amended and Restated Security Agreement
dated as of March 29, 2007 executed by the Beneficiary and other parties
thereto, as Grantors, in favor of the Administrative Agent, as such agreement
may be amended, amended and restated, supplemented or otherwise modified from
time to time (the “Security
Agreement”).


 


We hereby agree to pay,
irrespective of, and without deduction for, any counterclaim, defense,
recoupment or set-off, all proceeds of the Letter of Credit that would
otherwise be paid to the Beneficiary directly to the Administrative Agent to
the following account:


 


[                                        ]


[                                        ]


[                                        ]


 


Alliant
– Amended and Restated Security Agreement Exhibits


 


127

















 


We hereby confirm and agree
that the Letter of Credit is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects and that the
Administrative Agent shall have no liability or obligation under or with
respect to the Letter of Credit or any document related thereto as a result of
this consent letter, the Security Agreement or otherwise.


 


This consent letter may be
executed in any number of counterparts and by different 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 but one and the same
consent letter. Delivery of an executed counterpart of a signature page to
this consent letter by telecopier shall be effective as delivery of an original
executed counterpart of this consent letter.


 


This consent letter shall be
governed by, and construed in accordance with, the laws of the State of New
York.


 


	
   

  	
  [NAME OF ISSUING
  BANK]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [NAME OF
  NOMINATED PERSON]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  The above is acknowledged
  and agreed to:

  	
   

  
	
   

  	
   

  
	
  [NAME OF
  GRANTOR/BENEFICIARY]

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  Address for Notices:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
						



 


128

















 


Exhibit H-1 to the Amended and


Restated Security Agreement


 


FORM OF ASSIGNMENT OF GOVERNMENT CLAIMS(1)


 


Reference is made to
(i) the Amended and Restated Credit Agreement dated as of March 29,
2007 (as amended, amended and restated, supplemented or otherwise modified from
time to time), among Alliant Techsystems Inc., a Delaware corporation, as the
Borrower (the “Borrower”),
the Lenders party thereto, Bank of America, N.A., as Administrative Agent
(together with any successor Administrative Agent appointed pursuant to
Article IX of the Credit Agreement, the “Administrative Agent”), and the other
Agents and the Arrangers party thereto and (ii) the Amended and Restated
Security Agreement dated as of March 29, 2007 (as amended, amended and
restated, supplemented or otherwise modified from time to time), made by the
Borrower, the other Persons listed on the signature pages thereof and the
Additional Grantors to the Administrative Agent.


 


FOR VALUE RECEIVED, the
undersigned does hereby sell, assign, and transfer unto Bank of America, N.A.,
as Administrative Agent, all monies due or to become due under the following
contract:


 


[Contract number], executed
on [date of contract], between [Grantor’s name and address as listed on
contract] and [name of Governmental Party, name of its office, and address].
[Description of the nature of the contract].(2)


 


IN WITNESS WHEREOF, the
undersigned, through its duly authorized officer, has caused this Agreement to
be duly executed this      day of
            ,
20    .


 


	
   

  	
  [GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
  [officer other than the
  attesting secretary or assistant 

  secretary]. 

  
	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
   

  
	
   

  	
   

  
	
   

  	
  Attested

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  



 






(1)          Two originals of this
instrument of Assignment must be delivered to the Administrative Agent along
with two certified copies of Board resolutions authorizing the officer to
execute the Assignment, if not impressed with the corporate seal.


 


(2)          Description subject to applicable laws, rules, and
regulations or orders relating to national security.


 


Alliant
– Amended and Restated Security Agreement Exhibits


 


129

















 


	
   

  	
  [Assistant] Secretary of
  Grantor

  



 


130

















 


Exhibit H-2 to the Amended and


Restated Security Agreement


 


FORM OF NOTICE OF ASSIGNMENT OF GOVERNMENT CLAIMS(1)


 


TO:
                                              ,(2)


 


This has reference to
Contract
No.                             
dated                         ,
entered into between [Grantor], [address] (the “Contractor”), and
                            [governmental
agency, name of office, and address], for 
[describe nature of the contract](3).


 


Monies due or to become due
under the contract described above have been assigned to the undersigned under
the provisions of the Assignment of Claims Act of 1940, as amended, 31 U.S.C.
Section 3727 and 41 U.S.C. Section 15.


 


A true copy of the
instrument of assignment executed by the Contractor on
                    
[date], is attached to the original notice.


 


Payments due or to become
due under this contract should be made to the undersigned assignee as follows:


 


[INSERT PAYMENT
INSTRUCTIONS]


 


Please return to the
undersigned the three enclosed copies of this notice with appropriate notations
showing the date and hour of receipt, and signed by the person acknowledging
receipt on behalf of the addressee.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Bank of America, N.A.,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
  Address:

  



 






(1)          Two originals and three
copies are required to be delivered to the Administrative Agent along with two
originals of the instrument of assignment.


 


(2)          Name, address and telephone
number of the following parties specified in FAR 32.802(e): [contracting
officer, administrative contracting officer and agency head], [surety on any
bond applicable, if any], and [disbursing officer designated in the contract].


 


(3)          Description subject to
applicable laws, rules and regulations or orders relating to national
security.


 


Alliant
– Amended and Restated Security Agreement Exhibits


 


131

















 


Exhibit H-3 to the Amended and


Restated Security Agreement


 


FORM OF ACKNOWLEDGMENT


 


Receipt is acknowledged of
the above notice and of a copy of the instrument of assignment. They were
received at
                    
(a.m.) (p.m.) on                           ,
20      .


 


	
   

  	
   

  
	
   

  	
  [signature]

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  On Behalf of

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Name of addressee of this
  notice]

  	
   

  



 


Alliant
– Amended and Restated Security Agreement Exhibits


 


132
















 


EXHIBIT H


FORM OF MORTGAGE


 


DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF
RENTS

AND LEASES AND FIXTURE FILING ([STATE])


 


by and from


 


[                         ],
“Grantor”


 


to


 


[                         ],
“Trustee”


 


for the benefit of


 


BANK OF AMERICA, N.A., in its capacity as Agent, “Beneficiary”


 


Dated as of [                         ], 20  


 




	
  Location:

  	
  [                        ]

  
	
  Municipality:

  	
  [                        ]

  
	
  County:

  	
  [                        ]

  
	
  State:

  	
  [                        ]

  






 


[insert only if deed of trust is capped:  THE MAXIMUM PRINCIPAL INDEBTEDNESS WHICH IS
SECURED BY OR WHICH BY ANY CONTINGENCY MAY BE SECURED BY THIS DEED OF
TRUST IS
$                      .]


 


THE SECURED PARTY (BENEFICIARY) DESIRES THIS FIXTURE
FILING 

TO BE INDEXED AGAINST THE RECORD OWNER OF THE REAL ESTATE DESCRIBED HEREIN.


 


PREPARED BY, RECORDING REQUESTED BY,

AND WHEN RECORDED MAIL TO:


 


Shearman & Sterling LLP


599 Lexington Avenue


New York, New York 
10022-6069


Attention:  Malcolm K. Montgomery, Esq.


File #3232-388


 





















 


DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF
RENTS

AND LEASES AND FIXTURE FILING ([STATE])


 


THIS DEED OF TRUST, SECURITY
AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING ([STATE]) (this “Deed of Trust”) is dated as of
[                        ,
20     by and from
[                                    ],
a
[                        ]
[                        ]
(“Grantor”),
whose address is
[                                                        ]
to
[                                    ],
a
[                        ]
[                        ],
(“Trustee”),
with an address at
[                                                ],
for the benefit of BANK OF AMERICA, N.A.,
a national association, as administrative agent (in such capacity, “Agent”)
for the Secured Parties as defined in the Credit Agreement (defined below),
having an address at Independence Center, 15th Floor, NC1-001-15-04, 101 North Tryon Street,
Charlotte, North Carolina 28255 (Agent, together with its successors and assigns,
“Beneficiary”).


 


[insert
only if deed of trust is capped:  ANY
PROVISION HEREIN TO THE CONTRARY NOTWITHSTANDING, THE MAXIMUM PRINCIPAL
INDEBTEDNESS WHICH IS SECURED BY OR WHICH BY ANY CONTINGENCY MAY BE
SECURED BY THIS DEED OF TRUST IS
$[                      ]
(THE “SECURED AMOUNT”).]


 


ARTICLE 1


DEFINITIONS


 


Section 1.1                                   Definitions. 
All capitalized terms used herein without definition shall have the
respective meanings ascribed to them in that certain Amended and Restated
Credit Agreement dated as of March 29, 2007, as the same may be amended,
amended and restated, supplemented or otherwise modified from time to time (the
“Credit
Agreement”), among Grantor, as borrower [replace the preceding “Grantor, as Borrower” with
“Alliant Techsystems Inc., as borrower (‘Borrower’)”
if the deed of trust is to secure guaranteed obligations], Agent and
the other Secured Parties identified therein. 
As used herein, the following terms shall have the following meanings:


 


(a)          “Event
of Default”:  An Event of Default under and as defined in
the Credit Agreement.


 


(b)         [“Guaranty”:  That certain Amended and Restated Subsidiary
Guaranty by and from Grantor and the other guarantors referred to therein for
the benefit of the Secured Parties dated as of March 29, 2007, as the same
may hereafter be amended, amended and restated, supplemented or otherwise
modified from time to time.  insert if instrument secures guaranteed
obligations.]


 


(c)          “Indebtedness”:  (1) All indebtedness of Grantor to
Beneficiary or any of the other Secured Parties under the Credit Agreement or
any other Loan Document [include if
instrument secures guaranteed obligations: to which Grantor is a party], including, without limitation [include if instrument secures guaranteed
obligations: (except as
otherwise set forth in Section [1(b)] of the Guaranty)], the sum of all (a) principal,
interest and other amounts owing under or evidenced or secured by the Loan
Documents, (b) principal, interest and other amounts which may hereafter
be lent by Beneficiary or any of the other Secured Parties under or in
connection with the Credit Agreement or any of the other Loan Documents,
whether evidenced by a promissory note or other instrument which, by its terms,
is secured hereby, and (c) obligations and liabilities of any nature now
or hereafter existing under or arising in connection with Letters of Credit and
other extensions of credit under the Credit Agreement or any of the other Loan
Documents and reimbursement obligations in respect thereof, together with
interest and other amounts payable with respect thereto, and (2) all other
indebtedness, obligations and liabilities now or hereafter existing of any kind
of Grantor to Beneficiary or any of the other Secured Parties under documents
which recite that they are intended to be secured by this Deed of Trust.  The 


 





















 


Credit
Agreement contains a revolving credit facility which permits Grantor [replace the preceding “Grantor” with
“Borrower” if the deed of trust is to secure guaranteed obligations] to borrow certain principal amounts, repay all or a portion
of such principal amounts, and reborrow the amounts previously paid to the
Secured Parties, all upon satisfaction of certain conditions stated in the
Credit Agreement.  [use only if the deed of trust is capped:  Subject to the
provisions of Section 2.2, this] 
[This] Deed of Trust secures all advances and re-advances under the
Credit Agreement, including, without limitation, those under the revolving
credit facility contained therein.


 


(d)         “Mortgaged
Property”:  The fee interest in the real property
described in Exhibit A attached hereto and incorporated herein by
this reference, together with any greater estate therein as hereafter may be
acquired by Grantor (the “Land”),
and all of Grantor’s right, title and interest in and to (1) all
improvements now owned or hereafter acquired by Grantor, now or at any time
situated, placed or constructed upon the Land (the “Improvements”;
the Land and Improvements are collectively referred to as the “Premises”), (2) all
materials, supplies, equipment, apparatus and other items of personal property
now owned or hereafter acquired by Grantor and now or hereafter attached to,
installed in or used in connection with any of the Improvements or the Land,
and water, gas, electrical, telephone, storm and sanitary sewer facilities and
all other utilities whether or not situated in easements (the “Fixtures”), (3) all
goods, accounts, inventory, general intangibles, instruments, documents,
contract rights and chattel paper, including all such items as defined in the
UCC (defined below), now owned or hereafter acquired by Grantor and now or
hereafter affixed to, placed upon, used in connection with, arising from or
otherwise related to the Premises (the “Personalty”),
(4) all reserves, escrows or impounds required under the Credit Agreement
or any of the other Loan Documents and all deposit accounts maintained by
Grantor with respect to the Mortgaged Property (the “Deposit
Accounts”), (5) all
leases, licenses, concessions, occupancy agreements or other agreements
(written or oral, now or at any time in effect) which grant to any Person a
possessory interest in, or the right to use, all or any part of the Mortgaged
Property, together with all related security and other deposits (the “Leases”), (6) all
of the rents, revenues, royalties, income, proceeds, profits, accounts
receivable, security and other types of deposits, and other benefits paid or
payable by parties to the Leases for using, leasing, licensing possessing,
operating from, residing in, selling or otherwise enjoying the Mortgaged
Property (the “Rents”),
(7) all other agreements, such as construction contracts, architects’
agreements, engineers’ contracts, utility contracts, maintenance agreements,
management agreements, service contracts, listing agreements, guaranties,
warranties, permits, licenses, certificates and entitlements in any way
relating to the construction, use, occupancy, operation, maintenance, enjoyment
or ownership of the Mortgaged Property (the “Property
Agreements”), (8) all
rights, privileges, tenements, hereditaments, rights-of-way, easements,
appendages and appurtenances appertaining to the foregoing, (9) all
property tax refunds payable with respect to the Mortgaged Property (the “Tax Refunds”),  (10) all accessions, replacements and
substitutions for any of the foregoing and all proceeds thereof (the “Proceeds”),  (11) all insurance policies, unearned
premiums therefor and proceeds from such policies covering any of the above
property now or hereafter acquired by Grantor (the “Insurance”),
and (12) all awards, damages, remunerations, reimbursements, settlements or
compensation heretofore made or hereafter to be made by any governmental
authority pertaining to any condemnation or other taking (or any purchase in
lieu thereof) of all or any portion of the Land, Improvements, Fixtures or
Personalty (the “Condemnation
Awards”).  As used in this Deed of Trust, the term
“Mortgaged Property” shall mean all or, where the context permits or requires,
any portion of the above or any interest therein.


 


(e)          “Obligations”:  All of the agreements, covenants, conditions,
warranties, representations and other obligations of Grantor [delete if instrument secures guaranteed
obligations:  (including, without limitation, the
obligation to repay the Indebtedness)] under the Credit Agreement and the other
Loan Documents to which it is a party.


 


2





















 


(f)            “Permitted
Liens”:  Liens described in Section 7.01 of the
Credit Agreement other than clauses (k) and (n) thereof.


 


(g)         “Security
Agreement”:  That certain Amended and Restated Security
Agreement by and from Grantor and the other grantors referred to therein to
Agent and the other Secured Parties dated March 29, 2007, as the same may
hereafter be amended, amended and restated, supplemented or otherwise modified
from time to time.


 


(h)         “UCC”:  The Uniform Commercial Code of [STATE] or, if
the creation, perfection and enforcement of any security interest herein
granted is governed by the laws of a state other than [STATE], then, as to the
matter in question, the Uniform Commercial Code in effect in that state.


 


ARTICLE 2


GRANT[insert
only if the deed of trust is capped:  ;
REVOLVING LOAN]


 


Section 2.1                                   Grant. 
To secure the full and timely payment of the Indebtedness and the full
and timely performance of the Obligations, Grantor GRANTS, BARGAINS, ASSIGNS,
SELLS, CONVEYS and CONFIRMS, to Trustee the Mortgaged Property, subject,
however, only to the matters that are set forth on Exhibit B
attached hereto (the “Permitted Encumbrances”) and to
Permitted Liens, TO HAVE AND TO HOLD the Mortgaged Property, IN TRUST, [WITH
POWER OF SALE] [TO BE INSERTED IN THE STATES WHERE APPLICABLE], and Grantor
does hereby bind itself, its successors and assigns to WARRANT AND FOREVER
DEFEND the title to the Mortgaged Property unto Trustee, subject to the
Permitted Encumbrances and the Permitted Liens.


 


Section 2.2                                   Treatment of Borrowings
and Repayments.  [insert
only if the deed of trust is capped: 
Pursuant to the Credit Agreement, the amount of the Indebtedness may
increase and decrease from time to time as the Secured Parties advance, Grantor
[replace the preceding “Grantor” with
“Borrower” if the deed of trust is to secure guaranteed obligations]
repays, and the Secured Parties re-advance sums pursuant to the Credit
Agreement.  For purposes of this Deed of
Trust, so long as the balance of the Indebtedness equals or exceeds the Secured
Amount, the amount of the Indebtedness secured by this Deed of Trust shall at
all times equal only the Secured Amount. 
Such Secured Amount represents only a portion of the first sums advanced
by the Secured Parties in respect of the Indebtedness.


 


Section 2.3                                   Reduction of Secured
Amount.  [insert
only if the deed of trust is capped: 
The Secured Amount shall be reduced only by the last and final sums that
Grantor [replace the preceding “Grantor” with
“Borrower” if the deed of trust is to secure guaranteed obligations]
repays with respect to the Indebtedness and shall not be reduced by any
intervening repayments of the Indebtedness. 
So long as the balance of the Indebtedness exceeds the Secured Amount,
any payments and repayments of the Indebtedness shall not be deemed to be
applied against, or to reduce, the portion of the Indebtedness secured by this
Deed of Trust.  Such payments shall
instead be deemed to reduce only such portions of the Indebtedness as are
secured by other collateral located outside of the State of [STATE].


 


ARTICLE 3


WARRANTIES,
REPRESENTATIONS AND COVENANTS


 


Grantor warrants, represents and covenants to
Beneficiary as follows:


 


Section 3.1                                   Title to Mortgaged
Property and Lien of this Instrument.  Grantor owns
the Mortgaged Property free and clear of any liens, claims or interests, except
the Permitted Encumbrances and the Permitted Liens.  This Deed of Trust creates valid, enforceable
first priority liens 


 


3





















 


and security
interests against the Mortgaged Property, subject to the Permitted Encumbrances
and the Permitted Liens.


 


Section 3.2                                   First Lien Status. 
Grantor shall preserve and protect the first lien and security interest
status of this Deed of Trust and such other Loan Documents that create security
interests, subject to the Permitted Encumbrances and the Permitted Liens.  If any lien or security interest other than a
Permitted Encumbrance or a Permitted Lien is asserted against the Mortgaged
Property, Grantor shall promptly, and at its expense, (a) give Beneficiary
a detailed written notice of such lien or security interest (including origin,
amount and other terms), and (b) pay the underlying claim in full or take
such other action so as to cause it to be discharged or released or contest the
same in compliance with the requirements of the Credit Agreement (including the
requirement of providing a bond or other security reasonably satisfactory to
Beneficiary).


 


Section 3.3                                   Payment and Performance. 
Grantor shall pay the Indebtedness when due under the Credit Agreement
and the other Loan Documents and shall perform the Obligations in full when
they are required to be performed.


 


Section 3.4                                   Replacement of Fixtures
and Personalty.  Grantor shall not, without the prior written
consent of Beneficiary, permit any of the Fixtures or removable Personalty
owned or leased by Grantor to be removed at any time from the Land or
Improvements, unless the removed item is removed temporarily for maintenance
and repair or is permitted to be removed by the Credit Agreement.


 


Section 3.5                                   Inspection. 
Grantor shall permit Beneficiary and its agents, representatives and
employees to inspect the Mortgaged Property and all books and records of
Grantor located thereon in accordance with Section 6.10 of the Credit
Agreement and to conduct environmental studies of the Mortgaged Property in
accordance with Section 6.17 of the Credit Agreement.  At the request of Beneficiary after
Beneficiary shall have obtained knowledge of any circumstances that would
reasonably require an engineering study to determine if remedial work to the
Mortgaged Property is required to maintain the Mortgaged Property in good
working order (reasonable wear and tear excepted), Grantor shall provide to
Beneficiary and the other Secured Parties within sixty days after such
request, at the expense of Grantor, an engineering report for the Mortgaged
Property, prepared by an engineering consulting firm acceptable to Beneficiary,
indicating any structural deficiencies and the estimated cost of any remedial
action required in connection with curing such deficiencies.  Without limiting the generality of the
foregoing, if Beneficiary determines at any time that a material risk exists
that any such report will not be provided within the time referred to above,
Beneficiary may retain an engineering consulting firm to prepare such report at
the expense of Grantor, and Grantor shall grant access at the time of such
request to Beneficiary, the other Secured Parties, such firm and any agents or
representatives thereof to the Mortgaged Property to prepare such a report.


 


Section 3.6                                   Other Covenants. 
All of the covenants in the Credit Agreement are incorporated herein by
reference and, together with covenants in this Article 3, shall be
covenants running with the Land.


 


Section 3.7                                   Insurance; Condemnation
Awards and Insurance Proceeds


 


(a)          Insurance.  Grantor shall
maintain or cause to be maintained insurance with respect to the Mortgaged
Property as required pursuant to the provisions of Section 6.07 of the
Credit Agreement.  Each such policy of
insurance shall name Beneficiary as the loss payee (or, in the case of
liability insurance, an additional insured) thereunder for the ratable benefit
of the Secured Parties as their interests may appear and shall (except in the
case of liability insurance) name Beneficiary as the “mortgagee” 


 


4





















 


under
a so-called “New York” long form non-contributory endorsement and shall provide
that such insurer will endeavor to give not less than 30 days’ prior notice to
Beneficiary of termination, lapse or cancellation of such insurance.  In addition to the foregoing, if any portion
of the Mortgaged Property is located in an area identified by the Federal
Emergency Management Agency as an area having special flood hazards and in
which flood insurance has been made available under the National Flood
Insurance Act of 1968 (or any amendment or successor act thereto), then Grantor
shall maintain, or cause to be maintained, with a financially sound and
reputable insurer, flood insurance in an amount sufficient to comply with all
applicable rules and regulations promulgated pursuant to such Act.


 


(b)         Condemnation
Awards.  Grantor assigns all Condemnation Awards to
Beneficiary as security for the Indebtedness and the full and timely
performance of the Obligations.  The
collection, receipt and application of such Condemnation Awards shall be
governed by Section 2.05(b)(i) of the Credit Agreement.


 


(c)          Insurance
Proceeds.  Grantor assigns to Beneficiary all proceeds
of any insurance policies insuring against loss or damage to the Mortgaged Property
as security for the Indebtedness and the full and timely performance of the
Obligations.  The collection, receipt and
application of such insurance proceeds shall be governed by Section 2.05(b)(i) of
the Credit Agreement.


 


ARTICLE 4


[Intentionally Omitted]


 


ARTICLE 5


DEFAULT
AND FORECLOSURE


 


Section 5.1                                   Remedies. 
Upon the occurrence and during the continuance of an Event of Default,
Beneficiary may, at Beneficiary’s election and by or through Trustee or
otherwise, exercise any or all of the following rights, remedies and recourses:


 


(a)          Acceleration.  Subject to any
provisions of the Loan Documents providing for the automatic acceleration of
the Indebtedness upon the occurrence of certain Events of Default, declare the
Indebtedness to be immediately due and payable, without further notice,
presentment, protest, notice of intent to accelerate, notice of acceleration,
demand or action of any nature whatsoever (each of which hereby is expressly
waived by Grantor), whereupon the same shall become immediately due and
payable.


 


(b)         Entry
on Mortgaged Property.  Enter the Mortgaged Property and take
exclusive possession thereof and of all books, records and accounts relating
thereto or located thereon.  If Grantor
remains in possession of the Mortgaged Property following the occurrence and
during the continuance of an Event of Default and without Beneficiary’s prior
written consent, Beneficiary may invoke any legal remedies to dispossess
Grantor.


 


(c)          Operation
of Mortgaged Property.  Hold, lease, develop, manage, operate or
otherwise use the Mortgaged Property upon such terms and conditions as
Beneficiary may deem reasonable under the circumstances (making such repairs,
alterations, additions and improvements and taking other actions, from time to
time, as Beneficiary deems necessary or desirable), and apply all Rents and
other amounts collected by Trustee or Beneficiary in connection therewith in
accordance with the provisions of Section 5.7.


 


(d)         Foreclosure
and Sale.  Institute proceedings for the complete foreclosure
of this Deed of Trust by judicial action or by power of sale, in which case the
Mortgaged Property may be sold for cash or credit in one or more parcels as
Beneficiary may determine.  With respect
to any notices required 


 


5





















 


or
permitted under the UCC, Grantor agrees that ten (10) days’ prior written
notice shall be deemed commercially reasonable. 
At any such sale by virtue of any judicial proceedings, power of sale,
or any other legal right, remedy or recourse, the title to and right of
possession of any such property shall pass to the purchaser thereof, and to the
fullest extent permitted by law, Grantor shall be completely and irrevocably
divested of all of its right, title, interest, claim, equity, equity of
redemption, and demand whatsoever, either at law or in equity, in and to the
property sold and such sale shall be a perpetual bar both at law and in equity
against Grantor, and against all other Persons claiming or to claim the
property sold or any part thereof, by, through or under Grantor.  Beneficiary or any of the other Secured
Parties may be a purchaser at such sale. 
If Beneficiary or such other Secured Party is the highest bidder,
Beneficiary or such other Secured Party may credit the portion of the purchase
price that would be distributed to Beneficiary or such other Secured Party
against the Indebtedness in lieu of paying cash.  In the event this Deed of Trust is foreclosed
by judicial action, appraisement of the Mortgaged Property is waived.


 


(e)          Receiver.  Make application to
a court of competent jurisdiction for, and obtain from such court as a matter
of strict right and without notice to Grantor or regard to the adequacy of the
Mortgaged Property for the repayment of the Indebtedness, the appointment of a
receiver of the Mortgaged Property, and Grantor irrevocably consents to such
appointment.  Any such receiver shall
have all the usual powers and duties of receivers in similar cases, including
the full power to rent, maintain and otherwise operate the Mortgaged Property
upon such terms as may be approved by the court, and shall apply such Rents in
accordance with the provisions of Section 5.7.


 


(f)            Other.  Exercise all other
rights, remedies and recourses granted under the Loan Documents or otherwise
available at law or in equity.


 


Section 5.2                                   Separate Sales. 
The Mortgaged Property may be sold in one or more parcels and in such
manner and order as Trustee in its sole discretion may elect.  The right of sale arising out of any Event of
Default shall not be exhausted by any one or more sales.


 


Section 5.3                                   Remedies Cumulative,
Concurrent and Nonexclusive.  Trustee,
Beneficiary and the other Secured Parties shall have all rights, remedies and
recourses granted in the Loan Documents and available at law or equity
(including the UCC), which rights (a) shall be cumulative and concurrent, (b) may
be pursued separately, successively or concurrently against Grantor or others
obligated under the Loan Documents, or against the Mortgaged Property, or
against any one or more of them, at the sole discretion of Trustee, Beneficiary
or such other Secured Party, as the case may be, (c) may be exercised as
often as occasion therefor shall arise, and the exercise or failure to exercise
any of them shall not be construed as a waiver or release thereof or of any
other right, remedy or recourse, and (d) are intended to be, and shall be,
nonexclusive.  No action by Trustee,
Beneficiary or any other Secured Party in the enforcement of any rights,
remedies or recourses under the Loan Documents or otherwise at law or equity
shall be deemed to cure any Event of Default.


 


Section 5.4                                   Release of and Resort to
Collateral.  Beneficiary may release, regardless of
consideration and without the necessity for any notice to or consent by the
holder of any subordinate lien on the Mortgaged Property, any part of the
Mortgaged Property without, as to the remainder, in any way impairing,
affecting, subordinating or releasing the lien or security interest created in
or evidenced by the Loan Documents or their status as a first and prior lien
and security interest in and to the Mortgaged Property.  For payment of the Indebtedness, Beneficiary
may resort to any other security in such order and manner as Beneficiary may
elect.


 


Section 5.5                                   Waiver of Redemption,
Notice and Marshalling of Assets.  To the
fullest extent permitted by law, Grantor hereby irrevocably and unconditionally
waives and releases (a) 


 


6





















 


all benefit that
might accrue to Grantor by virtue of any present or future statute of
limitations or law or judicial decision exempting the Mortgaged Property from
attachment, levy or sale on execution or providing for any stay of execution,
exemption from civil process, redemption or extension of time for payment, (b) all
notices of any Event of Default or of any election by Trustee or Beneficiary to
exercise or the actual exercise of any right, remedy or recourse provided for
under the Loan Documents, and (c) any right to a marshalling of assets or
a sale in inverse order of alienation.


 


Section 5.6                                   Discontinuance of
Proceedings.  If Trustee, Beneficiary or any other Secured
Party shall have proceeded to invoke any right, remedy or recourse permitted
under the Loan Documents and shall thereafter elect to discontinue or abandon
it for any reason, Trustee, Beneficiary or such other Secured Party, as the
case may be, shall have the unqualified right to do so and, in such an event,
Grantor, Trustee, Beneficiary and the other Secured Parties shall be restored
to their former positions with respect to the Indebtedness, the Obligations,
the Loan Documents, the Mortgaged Property and otherwise, and the rights,
remedies, recourses and powers of Trustee, Beneficiary and the other Secured
Parties shall continue as if the right, remedy or recourse had never been
invoked, but no such discontinuance or abandonment shall waive any Event of
Default which may then exist or the right of Trustee, Beneficiary or any other
Secured Party thereafter to exercise any right, remedy or recourse under the
Loan Documents for such Event of Default.


 


Section 5.7                                   Application of Proceeds. 
The proceeds of any sale of, and the Rents and other amounts generated
by the holding, leasing, management, operation or other use of the Mortgaged
Property, shall be applied by Beneficiary or Trustee (or the receiver, if one
is appointed) in the following order unless otherwise required by applicable
law:


 


(a)          to
the payment of the costs and expenses of taking possession of the Mortgaged
Property and of holding, using, leasing, repairing, improving and selling the
same, including, without limitation (1) trustee’s and receiver’s fees and
expenses, including the repayment of the amounts evidenced by any receiver’s
certificates, (2) court costs, (3) attorneys’ and accountants’ fees
and expenses, and (4) costs of advertisement;


 


(b)         to
the payment of the Indebtedness and performance of the Obligations in the
manner and order of preference set forth in Section 8.03 of the Credit
Agreement; and


 


(c)          the
balance, if any, to the Persons legally entitled thereto.


 


Section 5.8                                   Occupancy After
Foreclosure.  Any sale of the Mortgaged Property or any
part thereof in accordance with Section 5.1(d) will divest all
right, title and interest of Grantor in and to the property sold.  Subject to applicable law, any purchaser at a
foreclosure sale will receive immediate possession of the property
purchased.  If Grantor retains possession
of such property or any part thereof subsequent to such sale, Grantor will be
considered a tenant at sufferance of the purchaser, and will, if Grantor
remains in possession after demand to remove, be subject to eviction and
removal, forcible or otherwise, with or without process of law.


 


Section 5.9                                   Additional Advances and Disbursements; Costs of
Enforcement.


 


(a)          Upon
the occurrence and during the continuance of any Event of Default, Beneficiary
and each of the other Secured Parties shall have the right, but not the
obligation, to cure such Event of Default in the name and on behalf of
Grantor.  All sums advanced and expenses
incurred at any time by Beneficiary or any other Secured Party under this Section 5.9,
or otherwise under this Deed of Trust or any of the other Loan Documents or
applicable law, shall bear interest from the date that such sum is advanced or
expense incurred, to and including the date of reimbursement, computed at the
highest rate at 


 


7





















 


which
interest is then computed on any portion of the Indebtedness, and all such
sums, together with interest thereon, shall be secured by this Deed of Trust.


 


(b)         Grantor
shall pay all expenses (including reasonable attorneys’ fees and expenses) of
or incidental to the perfection and enforcement of this Deed of Trust and the other
Loan Documents, or the enforcement, compromise or settlement of the
Indebtedness or any claim under this Deed of Trust and the other Loan
Documents, and for the curing thereof, or for defending or asserting the rights
and claims of Beneficiary in respect thereof, by litigation or otherwise.


 


Section 5.10                            No Mortgagee in Possession. 
Neither the enforcement of any of the remedies under this Article 5,
the assignment of the Rents and Leases under Article 6, the
security interests under Article 7, nor any other remedies afforded
to Beneficiary under the Loan Documents, at law or in equity shall cause
Trustee, Beneficiary or any other Secured Party to be deemed or construed to be
a mortgagee in possession of the Mortgaged Property, to obligate Trustee, Beneficiary
or any other Secured Party to lease the Mortgaged Property or attempt to do so,
or to take any action, incur any expense, or perform or discharge any
obligation, duty or liability whatsoever under any of the Leases or otherwise.


 


ARTICLE 6


ASSIGNMENT
OF RENTS AND LEASES


 


Section 6.1                                   Assignment. 
In furtherance of and in addition to the assignment made by Grantor in Section 2.1
of this Deed of Trust, Grantor hereby absolutely and unconditionally assigns,
sells, transfers and conveys to Trustee (for the benefit of Beneficiary) and to
Beneficiary all of its right, title and interest in and to all Leases, whether
now existing or hereafter entered into, and all of its right, title and
interest in and to all Rents.  This
assignment is an absolute assignment and not an assignment for additional
security only.  So long as no Event of
Default shall have occurred and be continuing, Grantor shall have a revocable
license from Trustee and Beneficiary to exercise all rights extended to the
landlord under the Leases, including the right to receive and collect all Rents
and to hold the Rents in trust for use in the payment and performance of the
Obligations.  The foregoing license is
granted subject to the conditional limitation that no Event of Default shall
have occurred and be continuing.  Upon
the occurrence and during the continuance of an Event of Default, whether or
not legal proceedings have commenced, and without regard to waste, adequacy of
security for the Obligations or solvency of Grantor, the license herein granted
shall automatically expire and terminate, without notice to Grantor by Trustee
or Beneficiary (any such notice being hereby expressly waived by Grantor to the
extent permitted by applicable law).


 


Section 6.2                                   Perfection Upon
Recordation.  Grantor acknowledges that Beneficiary and
Trustee have taken all actions necessary to obtain, and that upon recordation
of this Deed of Trust Beneficiary and Trustee shall have, to the extent
permitted under applicable law, a valid and fully perfected, first priority,
present assignment of the Rents arising out of the Leases and all security for
such Leases.  Grantor acknowledges and
agrees that upon recordation of this Deed of Trust Trustee’s and Beneficiary’s
interest in the Rents shall be deemed to be fully perfected, “choate” and
enforced as to Grantor and to the extent permitted under applicable law, all
third parties, including, without limitation, any subsequently appointed
trustee in any case under Title 11 of the United States Code (the “Bankruptcy Code”),
without the necessity of commencing a foreclosure action with respect to this
Deed of Trust, making formal demand for the Rents, obtaining the appointment of
a receiver or taking any other affirmative action.


 


Section 6.3                                   Bankruptcy Provisions. 
Without limitation of the absolute nature of the assignment of the Rents
hereunder, Grantor, Trustee and Beneficiary agree that (a) this Deed of
Trust 


 


8





















 


shall constitute a
“security agreement” for purposes of Section 552(b) of the Bankruptcy
Code, (b) the security interest created by this Deed of Trust extends to
property of Grantor acquired before the commencement of a case in bankruptcy
and to all amounts paid as Rents and (c) such security interest shall
extend to all Rents acquired by the estate after the commencement of any case
in bankruptcy.


 


Section 6.4                                   No Merger of Estates. 
So long as part of the Indebtedness and the Obligations secured hereby
remain unpaid and undischarged, the fee and leasehold estates to the Mortgaged
Property shall not merge, but shall remain separate and distinct,
notwithstanding the union of such estates either in Grantor, Beneficiary, any
tenant or any third party by purchase or otherwise.


 


ARTICLE 7


SECURITY
AGREEMENT


 


Section 7.1                                   Security Interest. 
This Deed of Trust constitutes a “security agreement” on personal
property within the meaning of the UCC and other applicable law and with
respect to the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property
Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards.  To this end, Grantor grants to Beneficiary a
first and prior security interest in the Personalty, Fixtures, Leases, Rents,
Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation
Awards and all other Mortgaged Property which is personal property to secure
the payment of the Indebtedness and performance of the Obligations, and agrees
that Beneficiary shall have all the rights and remedies of a secured party
under the UCC with respect to such property. 
Any notice of sale, disposition or other intended action by Beneficiary
with respect to the Personalty, Fixtures, Leases, Rents, Deposit Accounts,
Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards
sent to Grantor at least ten (10) days prior to any action under the UCC
shall constitute reasonable notice to Grantor. 
In the event of any inconsistency between the terms of this Deed of
Trust and the terms of the Security Agreement with respect to the collateral
covered both therein and herein, the Security Agreement shall control and
govern to the extent of any such inconsistency.


 


Section 7.2                                   Financing Statements. 
Grantor shall prepare and deliver to Beneficiary such financing
statements, and shall execute and deliver to Beneficiary such other documents,
instruments and further assurances, in each case in form and substance
satisfactory to Beneficiary, as Beneficiary may, from time to time, reasonably
consider necessary to create, perfect and preserve Beneficiary’s security
interest hereunder.  Grantor hereby
irrevocably authorizes Beneficiary to cause financing statements (and
amendments thereto and continuations thereof) and any such documents,
instruments and assurances to be recorded and filed, at such times and places
as may be required or permitted by law to so create, perfect and preserve such
security interest.  Grantor represents
and warrants to Beneficiary that Grantor’s jurisdiction of organization is the
State of
[                                ].  After the date of this Deed of Trust, Grantor
shall not change its name, type of organization, organizational identification
number (if any), jurisdiction of organization or location (within the meaning
of the UCC) without giving at least thirty (30) days’ prior written notice to
Beneficiary.


 


Section 7.3                                   Fixture Filing. 
This Deed of Trust shall also constitute a “fixture filing” for the
purposes of the UCC against all of the Mortgaged Property which is or is to
become fixtures.  The information provided
in this Section 7.3 is provided so that this Deed of Trust shall
comply with the requirements of the UCC for a mortgage instrument to be filed
as a financing statement.  Grantor is the
“Debtor” and its name and mailing address are set forth in the preamble of this
Deed of Trust immediately preceding Article 1.  Beneficiary is the “Secured Party” and its
name and mailing address from which information concerning the security
interest granted herein may be obtained are also set forth in the preamble of
this Deed of Trust immediately preceding Article 1.  A statement describing the portion of the
Mortgaged Property comprising the fixtures hereby secured is set forth in Section 1.1(d) of
this Deed 


 


9





















 


of Trust.  Grantor represents and warrants to
Beneficiary that Grantor is the record owner of the Mortgaged Property, the
employer identification number of Grantor is
[                          ]
and the organizational identification number of Grantor is
[                        ].


 


ARTICLE 8


CONCERNING
THE TRUSTEE


 


Section 8.1                                   Certain Rights. 
With the approval of Beneficiary, Trustee shall have the right to
select, employ and consult with counsel. 
Trustee shall have the right to rely on any instrument, document or
signature authorizing or supporting any action taken or proposed to be taken by
it hereunder, believed by it in good faith to be genuine.  Trustee shall be entitled to reimbursement
for actual, reasonable expenses incurred by it in the performance of its duties
and to reasonable compensation for Trustee’s services hereunder as shall be
rendered.  Grantor shall, from time to
time, pay the compensation due to Trustee hereunder and reimburse Trustee for,
and indemnify, defend and save Trustee harmless against, all liability and
reasonable expenses which may be incurred by it in the performance of its
duties, including those arising from joint, concurrent, or comparative
negligence of Trustee; provided, however,
that Grantor shall not be liable under such indemnification to the extent such
liability or expenses result solely from Trustee’s gross negligence or willful
misconduct.  Except to the extent
prohibited by law, Grantor’s obligations under this Section 8.1
shall not be reduced or impaired by principles of comparative or contributory
negligence.


 


Section 8.2                                   Retention of Money. 
All moneys received by Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated in any manner from any other moneys (except to the
extent required by law), and Trustee shall be under no liability for interest
on any moneys received by Trustee hereunder.


 


Section 8.3                                   Successor Trustees. 
If Trustee or any successor Trustee shall die, resign or become
disqualified from acting in the execution of this trust, or Beneficiary shall
desire to appoint a substitute Trustee, Beneficiary shall have full power to
appoint one or more substitute Trustees and, if preferred, several substitute
Trustees in succession who shall succeed to all the estates, rights, powers and
duties of Trustee.  Such appointment may
be executed by any authorized agent of Beneficiary and as so executed, such
appointment shall be conclusively presumed to be executed with authority, valid
and sufficient, without further proof of any action.


 


Section 8.4                                   Perfection of Appointment. 
Should any deed, conveyance or instrument of any nature be required from
Grantor by any successor Trustee to more fully and certainly vest in and
confirm to such successor Trustee such estates, rights, powers and duties,
then, upon request by such Trustee, all such deeds, conveyances and instruments
shall be made, executed, acknowledged and delivered and shall be caused to be
recorded and/or filed by Grantor.


 


Section 8.5                                   Trustee Liability. 
In no event or circumstance shall Trustee or any substitute Trustee
hereunder be personally liable under or as a result of this Deed of Trust,
either as a result of any action by Trustee (or any substitute Trustee) in the exercise
of the powers hereby granted or otherwise.


 


ARTICLE 9


MISCELLANEOUS


 


Section 9.1                                   Notices. 
Any notice required or permitted to be given under this Deed of Trust
shall be given in accordance with Section 10.02 of the Credit Agreement.


 


10




















 


Section 9.2                                   Covenants Running with the
Land.  All Obligations contained in this Deed of
Trust are intended by Grantor, Beneficiary and Trustee to be, and shall be
construed as, covenants running with the Mortgaged Property.  As used herein, “Grantor” shall refer to the
party named in the first paragraph of this Deed of Trust and to any subsequent
owner of all or any portion of the Mortgaged Property.  All Persons who may have or acquire an
interest in the Mortgaged Property shall be deemed to have notice of, and be
bound by, the terms of the Credit Agreement and the other Loan Documents; provided, however, that no such party
shall be entitled to any rights thereunder without the prior written consent of
Beneficiary.


 


Section 9.3                                   Attorney-in-Fact. 
Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact,
which agency is coupled with an interest and with full power of substitution,
with full authority in the place and stead of Grantor and in the name of
Grantor or otherwise (a) to execute and/or record any notices of
completion, cessation of labor or any other notices that Beneficiary deems
appropriate to protect Beneficiary’s interest, if Grantor shall fail to do so
within ten (10) days after written request by Beneficiary, (b) upon
the issuance of a deed pursuant to the foreclosure of this Deed of Trust or the
delivery of a deed in lieu of foreclosure, to execute all instruments of
assignment, conveyance or further assurance with respect to the Leases, Rents,
Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and
Condemnation Awards in favor of the grantee of any such deed and as may be
necessary or desirable for such purpose, (c) to prepare and file or record
financing statements and continuation statements, and to prepare, execute and
file or record applications for registration and like papers necessary to
create, perfect or preserve Beneficiary’s security interests and rights in or
to any of the Mortgaged Property, and (d) after the occurrence and during
the continuance of any Event of Default, to perform any obligation of Grantor
hereunder; provided, however,
that (1) Beneficiary shall not under any circumstances be obligated to
perform any obligation of Grantor; (2) any sums advanced by Beneficiary in
such performance shall be added to and included in the Indebtedness and shall
bear interest at the highest rate at which interest is then computed on any
portion of the Indebtedness from the date such sums are advanced to the date
such sums are repaid in full; (3) Beneficiary as such attorney-in-fact
shall only be accountable for such funds as are actually received by
Beneficiary; and (4) Beneficiary shall not be liable to Grantor or any
other person or entity for any failure to take any action which it is empowered
to take under this Section 9.3.


 


Section 9.4                                   Successors and Assigns. 
This Deed of Trust shall be binding upon and inure to the benefit of
Beneficiary, the other Secured Parties, Trustee and Grantor and their
respective successors and assigns.  Grantor
shall not, without the prior written consent of Beneficiary, assign any rights,
duties or obligations hereunder.


 


Section 9.5                                   No Waiver. 
Any failure by Beneficiary, the other Secured Parties or Trustee to
insist upon strict performance of any of the terms, provisions or conditions of
the Loan Documents shall not be deemed to be a waiver of same, and Beneficiary,
the other Secured Parties and Trustee shall have the right at any time to
insist upon strict performance of all of such terms, provisions and conditions.


 


Section 9.6                                   Credit Agreement. 
If any conflict or inconsistency exists between this Deed of Trust and
the Credit Agreement, the Credit Agreement shall govern.


 


Section 9.7                                   Release or Reconveyance. 
Upon payment in full of the Indebtedness and performance in full of the
Obligations or upon a sale or other disposition of the Mortgaged Property
permitted by the Credit Agreement, Beneficiary, at Grantor’s request and
expense, shall release the liens and security interests created by this Deed of
Trust or reconvey the Mortgaged Property to Grantor, in each case pursuant to a
document in recordable form, without additional fee or charge (except to the 


 


11

















 


extent of
Beneficiary’s actual cost and expense to effect such release or reconveyance,
including without limitation reasonable attorneys’ fees).


 


Section 9.8                                   Waiver of Stay, Moratorium
and Similar Rights.  Grantor agrees, to the full
extent that it may lawfully do so, that it will not at any time insist upon or
plead or in any way take advantage of any stay, marshalling of assets,
extension, redemption or moratorium law now or hereafter in force and effect so
as to prevent or hinder the enforcement of the provisions of this Deed of Trust
or the Indebtedness or Obligations secured hereby, or any agreement between
Grantor and Beneficiary or any rights or remedies of Trustee, Beneficiary or
any other Secured Party.


 


Section 9.9                                   Applicable Law. 
The provisions of this Deed of Trust regarding the creation, perfection
and enforcement of the liens and security interests herein granted shall be
governed by and construed under the laws of the state in which the Mortgaged
Property is located.  All other
provisions of this Deed of Trust shall be governed by the laws of the State of
New York (including, without limitation, Section 5-1401 of the General
Obligations Law of the State of New York).


 


Section 9.10                            Headings. 
The Article, Section and Subsection titles hereof are inserted for
convenience of reference only and shall in no way alter, modify or define, or
be used in construing, the text of such Articles, Sections or Subsections.


 


Section 9.11                            Severability. 
If any provision of this Deed of Trust shall be held by any court of
competent jurisdiction to be unlawful, void or unenforceable for any reason,
such provision shall be deemed severable from and shall in no way affect the
enforceability and validity of the remaining provisions of this Deed of Trust.


 


Section 9.12                            Entire Agreement. 
This Deed of Trust and the other Loan Documents embody the entire
agreement and understanding between Grantor and Beneficiary relating to the
subject matter hereof and thereof and supersede all prior agreements and
understandings between such parties relating to the subject matter hereof and thereof.  Accordingly, the Loan Documents may not be
contradicted by evidence of prior, contemporaneous or subsequent oral
agreements of the parties.  There are no
unwritten oral agreements between the parties.


 


Section 9.13                            Beneficiary as Agent; Successor Agents.


 


(a)          Agent
has been appointed to act as Agent hereunder by the other Secured Parties.  Agent shall have the right hereunder to make
demands, to give notices, to exercise or refrain from exercising any rights,
and to take or refrain from taking any action (including, without limitation,
the release or substitution of the Mortgaged Property) in accordance with the
terms of the Credit Agreement, any related agency agreement among Agent and the
other Secured Parties (collectively, as amended, amended and restated,
supplemented or otherwise modified or replaced from time to time, the “Agency Documents”)
and this Deed of Trust.  Grantor and all
other Persons shall be entitled to rely on releases, waivers, consents,
approvals, notifications and other acts of Agent, without inquiry into the
existence of required consents or approvals of the Secured Parties therefor.


 


(b)         Beneficiary
shall at all times be the same Person that is Agent under the Agency
Documents.  Written notice of resignation
by Agent pursuant to the Agency Documents shall also constitute notice of
resignation as Agent under this Deed of Trust. 
Removal of Agent pursuant to any provision of the Agency Documents shall
also constitute removal as Agent under this Deed of Trust.  Appointment of a successor Agent pursuant to
the Agency Documents shall also constitute appointment of a successor Agent
under this Deed of Trust.  Upon the
acceptance of any appointment as Agent by a successor Agent under the Agency Documents,
that successor Agent shall thereupon succeed to and 


 


12

















 


become
vested with all the rights, powers, privileges and duties of the retiring or
removed Agent as the Beneficiary under this Deed of Trust, and the retiring or
removed Agent shall promptly (i) assign and transfer to such successor
Agent all of its right, title and interest in and to this Deed of Trust and the
Mortgaged Property, and (ii) execute and deliver to such successor Agent
such assignments and amendments and take such other actions, as may be
necessary or appropriate in connection with the assignment to such successor
Agent of the liens and security interests created hereunder, whereupon such
retiring or removed Agent shall be discharged from its duties and obligations under
this Deed of Trust.  After any retiring
or removed Agent’s resignation or removal hereunder as Agent, the provisions of
this Deed of Trust and the Agency Documents shall inure to its benefit as to
any actions taken or omitted to be taken by it under this Deed of Trust while
it was Agent hereunder.


 


ARTICLE 10


LOCAL LAW PROVISIONS


 


[To Come]


 


[The remainder of this page has
been intentionally left blank]


 


13

















 


IN WITNESS WHEREOF, Grantor has on the date set forth in
the acknowledgement hereto, effective as of the date first above written,
caused this instrument to be duly EXECUTED AND DELIVERED by authority duly
given.


 


	
  GRANTOR:

  	
  [                                            ],

  
	
   

  	
  a
  [                                  ]
  [                            ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


S-1

















 


[Appropriate state form of notary acknowledgement to be inserted]


 


N-1

















 


EXHIBIT A


 


LEGAL DESCRIPTION


 


Legal Description of premises located at
[                                                              ]:


 


[See Attached Page(s) For
Legal Description]


 


Exh. A-1

















 


EXHIBIT B


 


PERMITTED ENCUMBRANCES


 


Those exceptions set forth in Schedule B of that
certain policy of title insurance issued to Beneficiary by
[                                      ]
on or about the date hereof pursuant to commitment number
[                ].


 


Exh. B-1
















 


EXHIBIT I


 


SOLVENCY
CERTIFICATE


 


March 29,
2007


 


I, John L. Shroyer, the
Chief Financial Officer of Alliant Techsystems Inc., a Delaware corporation
(the “Borrower”), hereby certify
that I am the Chief Financial Officer of the Borrower, the direct or indirect
parent of each Subsidiary of the Borrower listed on Schedule I hereto
(together with the Borrower, the “Loan
Parties”) and that I am familiar with the properties,
businesses, assets, finances and operations of each Loan Party and I am duly
authorized to execute this certificate as to the Loan Parties to be delivered
pursuant to Section 4.01(a)(xii) of the Amended and Restated Credit
Agreement, dated as of March 29, 2007 (the “Credit Agreement”) among the Borrower, the Lenders from
time to time party thereto, Bank of America, N.A., as administrative agent, the
other Agents and the Arrangers.  Unless
otherwise indicated, capitalized terms used but not defined herein shall have
the respective meanings set forth in the Credit Agreement.


 


I further certify that I
am generally familiar with the properties, business and assets of the Loan
Parties and have reviewed the Loan Documents and the contents of this Solvency
Certificate and, in connection herewith, have reviewed such other documentation
and information and have made such investigation and inquiries as I have deemed
necessary and prudent therefor. I further certify that the financial
information and assumptions that underlie and form the basis for the
representations made in this Solvency Certificate were reasonable when made and
were made in good faith and continue to be reasonable as of the date hereof.


 


I understand that the
Agents and the Lenders are relying on the representations contained in this
Certificate in connection with the Transactions contemplated by the Loan
Documents.


 


I do hereby further
certify that:


 


1.                                       On the date hereof, before and after
giving effect to the Transactions contemplated by the Credit Agreement and the
other Loan Documents, the fair value of the total assets (including, without
limitation, rights of contribution and indemnities against other Loan Parties
to the extent such rights constitute assets) the Loan Parties on a consolidated
basis is greater than the total amount of liabilities (including, without
limitation, contingent liabilities) of such Loan Parties on a consolidated
basis.


 


2.                                       On the date hereof, before and after
giving effect to the Transactions contemplated by the Credit Agreement and the
other Loan Documents, the present fair saleable value of the total assets of
the Loan Parties on a consolidated basis exceeds the amount that will be
required to pay the probable liability of such Loan Parties on a consolidated
basis on their debts as they become absolute and matured.


 


3.                                       The Loan Parties on a consolidated basis
do not intend to, and do not believe that they will, incur debts or liabilities
beyond their ability to pay such debts and liabilities as they mature.


 

















 


4.                                       On the date hereof, before and after
giving effect to the Transactions contemplated by the Credit Agreement and the
other Loan Documents, the Loan Parties are not engaged in business or a
transaction, and are not about to engage in business or a transaction, for
which their total assets would constitute unreasonably small capital.


 


5.                                       No Loan Party intends, in consummating
the Transactions contemplated by the Credit Agreement and the other Loan
Documents, to hinder, delay or defraud either present or future creditors or
any other Person to which such Loan Party is or will become indebted on or after
the date hereof.


 


6.                                       In reaching the conclusions set forth in
this Solvency Certificate, I have considered, among other things:


 


(a)                                  the cash and other current assets of each
Loan Party reflected in the annual consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries;


 


(b)                                 all obligations and liabilities of each
Loan Party, whether matured or unmatured, liquidated or unliquidated, disputed
or undisputed, secured or unsecured, subordinated, absolute, fixed or
contingent, including, among other things, claims arising out of, pending, or
to the knowledge of the undersigned, threatened litigation against such Loan
Party, and in so doing, such Loan Party has computed the amount of each such
contingent liability as the amount that, in light of all the facts and
circumstances existing on the date hereof, represents the amount that can
reasonably be expected to become an actual or matured liability;


 


(d)                                 anticipated sales volume of each Loan
Party and in the income stream generated by such Loan Party as reflected in,
among other things, the consolidated financial statements of the Loan Parties;


 


(e)                                  the customary terms of the trade payables
and other account payables of each Loan Party;


 


(f)                                    the amount of the credit extended by and
to customers of each Loan Party;


 


(g)                                 the amortization requirements of the
Credit Agreement and the anticipated interest payable on the Loans under the
Credit Agreement; and


 


(h)                                 the level of capital customarily
maintained by each Loan Party and other entities engaged in the same or similar
business as the business of such Loan Party.


 


Delivery of an executed
counterpart of a signature page to this Solvency Certificate by fax or pdf
shall be effective as delivery of a manually executed counterpart of this
Solvency Certificate.


 

















 


IN WITNESS WHEREOF, the
undersigned hereunto executed this Certificate in the name of Alliant and on
behalf of each of the Companies as of the date first written above.


 


 


	
   

  	
  By:

  	
   

  
	
   

  	
  Name: [John L.
  Shroyer]

  
	
   

  	
  Title: Chief
  Financial Officer

  



 
















 


Schedule I


 


Subsidiaries


 


Ammunition
Accessories Inc.


ATK
Commercial Ammunition Company Inc.


ATK
Commercial Ammunition Holdings Company Inc.


ATK
Launch Systems Inc.


ATK
Space Systems Inc.


Federal
Cartridge Company


Micro
Craft Inc.


 
















 


EXHIBIT J-1


 


OPINION MATTERS –


 


SPECIAL COUNSEL TO LOAN
PARTIES


 


GIBSON,
DUNN & CRUTCHER LLP


LAWYERS


A
REGISTERED LIMITED LIABILITY PARTNERSHIP

INCLUDING PROFESSIONAL CORPORATIONS


 






 


200
Park Avenue New York, New York 10166-0193

(212) 351-4000

www.gibsondunn.com


 


March 29,
2007


 


	
  Direct Dial

  	
   

  	
  Client
  No.

  
	
  (212) 351-4000

  	
   

  	
  04459-00008

  
	
   

  	
   

  	
   

  
	
  Fax No.

  	
   

  	
   

  
	
  (212) 351-4035

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


The
Lenders listed on Schedule I hereto

and the Agent party to the

Credit Agreement referred to below 

(collectively, the “Lender Parties”)


c/o
Bank of America, N.A., as Agent


 


Re:          Alliant
Techsystems Inc. — Amended and Restated Credit Agreement

dated as of March 29, 2007


 


Ladies and Gentlemen:


 


We have acted as counsel to
Alliant Techsystems Inc., a Delaware corporation (the “Company”),  and its subsidiaries in
connection with the preparation of:


 


(i)            the Amended and
Restated Credit Agreement dated as of March 29, 2007 (the “Credit Agreement”)  by and among the Company,
certain lenders (the “Lenders”),
U.S. Bank National Association, as syndication agent, Banc of America
Securities LLC and Calyon, New York Branch, as joint lead arrangers, Bank of
America Securities LLC, as sole bookrunning manager, and Bank of America, N.A.,
as administrative agent (in such capacity and in its capacity as collateral
agent, the “Agent”)  and a Lender;


 


(ii)           the Notes dated
as of March 29, 2007 (the “Notes”)  made by the Company payable
to the order of certain Lenders and executed and delivered on the date hereof;


 


(iii)          the Amended and Restated Subsidiary Guaranty dated
as of March 29, 2007 (the “Guaranty”)  executed by Ammunition
Accessories Inc., a Delaware corporation (“Ammunition Accessories”), ATK Commercial Ammunition
Company Inc., a Delaware corporation (“ATK Ammunition”), ATK Commercial Ammunition
Holdings Company Inc., a Delaware corporation (“ATK Holdings”), ATK Launch Systems Inc., a
Delaware corporation (“ATK Launch”),
ATK Space Systems Inc., a Delaware corporation (“ATK Space”),  Federal Cartridge Company, a
Minnesota corporation (“Federal Cartridge”),


 


LOS
ANGELES NEW YORK WASHINGTON, D.C. SAN FRANCISCO PALO ALTO

LONDON PARIS MUNICH BRUSSELS ORANGE COUNTY CENTURY CITY DALLAS DENVER


 

















 


and Micro Craft Inc., a
Minnesota corporation (“Micro Craft”
and, together with Ammunition Accessories, ATK Ammunition, ATK
Holdings, ATK Launch, ATK Space and Federal Cartridge, the “Guarantors”);


 


(iv)          the Amended and
Restated Security Agreement dated as of March 29, 2007 (the “Security Agreement”)  made by the Company and the
Guarantors in favor of the Agent; and


 


(v)           the financing statements on Form UCCl naming
the Company and the Guarantors as debtors to be filed in the governmental
offices listed on Schedule A hereto (each a “Financing Statement”).


 


Each capitalized term used
and not defined herein has the meaning assigned to that term in the Credit
Agreement. The Credit Agreement, the Notes, the Security Agreement and the
Guaranty, are collectively referred to herein as the “Financing Documents.”  The Company and the
Guarantors are collectively referred to herein as the “Obligors.”  Each relevant Obligor’s
right, title and interest in the personal property and fixtures collateral
described in the Security Agreement is referred to herein collectively as the “UCC Collateral.”  The Uniform Commercial Code
as enacted and in effect in the State of New York is referred to herein as the “NYUCC.”  The Uniform Commercial Code
as enacted and in effect in the States of Delaware and Minnesota (the “Perfection States”)  is referred to herein as the
“Other
UCCs.”  The NYUCC and
the Other UCCs arc each referred to herein as a “UCC.”  All references or sections
or other subparts of the NYUCC include references to the equivalent provisions
of the Other UCCs, unless the context otherwise requires. All terms defined in
a UCC are used herein as defined therein.


 


We have assumed without
independent investigation that:


 


a)     The signatures
on all documents examined by us are genuine, all individuals executing such
documents had all requisite legal capacity and competency and were duly
authorized, the documents submitted to us as originals are authentic and the
documents submitted to us as certified or reproduction copies conform to the
originals;


 


b)    Each Obligor is
a validly existing corporation in good standing under the laws of its state of
incorporation and has all requisite power and authority to execute, deliver and
perform its obligations under each of the Financing Documents to which it is a
party, the execution and delivery of such Financing Documents by such Obligor
and performance of its obligations thereunder have been duly authorized by all
necessary corporate or other action and do not violate any law,


 


2

















 


regulation, order, judgment
or decree applicable to such Obligor (other than as addressed in paragraphs 4
and 5 below), and such Financing Documents have been duly executed and
delivered by each such Obligor;


 


c)     There are no
agreements or understandings between or among any of the parties to the
Financing Documents or third parties that would expand, modify or otherwise
affect the terms of the Financing Documents or the respective rights or
obligations of the parties thereunder or that would modify, release, terminate,
subordinate or delay the attachment of the security interest and liens granted
thereunder;


 


d)    To the extent
that the ability of the Agent to enforce remedies under the Financing Documents
in respect of UCC Collateral comprised of inventory may be affected thereby,
each Obligor is in compliance with the Fair Labor Standards Act (see
Citicorp Industrial Credit, Inc. v. Brock, 483 U.S. 27, 107 S.Ct. 2694
(1987)); and


 


e)     Each Obligor
has, and will have at all times relevant to this opinion, rights in the UCC
Collateral within the meaning of Section 9-203(b)(2) of the NYUCC.


 


In rendering this opinion,
we have made such inquiries and examined, among other things, originals or
copies, certified or otherwise identified to our satisfaction, of such records,
agreements, certificates, instruments and other documents as we have considered
necessary or appropriate for purposes of this opinion. As to certain factual
matters, we have relied to the extent we deemed appropriate and without
independent investigation upon the representations and warranties of the
Obligors in the Financing Documents, a certificate of officers of the Obligors,
a copy of which is attached hereto (collectively, the “Officer’s Certificate”)  or certificates obtained from
public officials and others.


 


Based on the foregoing and
in reliance thereon, and subject to the assumptions, exceptions, qualifications
and limitations set forth herein, we are of the opinion that:


 


1.             Each Financing
Document constitutes a legal, valid and binding obligation of each Obligor
party thereto, enforceable against it in accordance with its terms.


 


2.             The execution,
delivery and performance by any Obligor of the Financing Documents to which it
is a party, do not and will not violate, or require any filing with or approval
of any governmental authority or regulatory body of the State of New York or
the United States of America under, any law or regulation of the State of New
York or the United States of America applicable to such Obligor that, in our
experience, is generally applicable to transactions in the nature of those
contemplated by the Financing Documents, or the Delaware General Corporation
Law, except for filings required for the perfection of Liens.


 


3

















 


3.             No Obligor is
required to register as an “investment company” within the meaning of the
Investment Company Act of 1940, as amended.


 


4.             Each Obligor
has granted a valid security interest in favor of the Agent in the UCC
Collateral described in the Security Agreement, securing the performance of the
obligations purported to be secured thereby, to the extent a security interest
can be created therein under Article 9 of the NYUCC. Upon the filing of
the Financing Statements with the governmental offices indicated on Schedule A,
such security interest in the UCC Collateral of each Obligor listed on Schedule
A will be perfected to the extent security interests therein can be perfected
by the filing of UCCI financing statements under Article 9 of the UCC of
the relevant Perfection States.


 


5.             The execution
and delivery by the Obligors of the Financing Documents and the performance of
their obligations thereunder do not result in a breach or violation of
Regulation U or X of the Board of Governors of the Federal Reserve System.
Regulation T of the Board of Governors of the Federal Reserve System (“Regulation T”) does not apply to any
Lender that is not a “creditor” (as defined in Regulation T). Regulation T
defines “creditor” as any broker or dealer (as defined in sections
3(a)(4) and 3(a)(5) of the Securities Exchange Act of 1934 (the “1934 Act”)),  any member of a national
securities exchange, or any person associated with a broker or dealer (as
defined in section 3(a)(18) of the 1934 Act), except for business entities
controlling or under common control with the creditor.


 


The foregoing opinions are subject
to the following exceptions, qualifications and limitations:


 


A.            We render no
opinion herein as to matters involving the laws of any jurisdiction other than
the State of New York, the United States of America and, for purposes of
paragraph 2 above, the Delaware General Corporation Law and, to the limited
extent set forth below, the Other UCCs. We are not engaged in practice in the
State of Delaware; however, we are generally familiar with the Delaware General
Corporation Law as presently in effect and have made such inquiries as we
consider necessary to render the opinions contained in paragraph 2.
Furthermore, we are not engaged in practice in the Perfection States and have
not obtained an opinion of counsel admitted in those states with respect to the
perfection of the security interest in the UCC Collateral. We have, however,
examined the applicable provisions of the Other UCCs as currently in effect, as
those provisions appear in the Uniform Commercial Code Reporting Service,
Section Two State UCC Variations Binder, published by West Group (updated
as of December 2006) (the “UCC Reporting Service”),  and our opinions in
paragraph 4 above, to the extent such opinions involve conclusions as to the
perfection of such security interest under the laws of the Perfection States,
are based solely on such review. This opinion is limited to the effect of the
present state (or, to the extent relating to the Other UCCs, the state of


 


4

















 


such laws as reflected in the UCC Reporting
Service) of the laws of the State of New York, the United States of America
and, to the limited extent set forth above, the laws of the Perfection States
and the facts as they currently exist. We assume no obligation to revise or
supplement this opinion in the event of future changes in such laws (or
reflected in updates of the UCC Reporting Service after December 2006) or
the interpretations thereof or such facts. Except as expressly set forth in
paragraphs 3 and 5 above, we express no opinion regarding the Securities Act of
1933, as amended, or any other federal or state securities laws or regulations.


 


B.            Our opinions
set forth in paragraphs 1 and 4 are subject to (i) the effect of any bankruptcy,
insolvency, reorganization, moratorium, arrangement or similar laws affecting
the rights and remedies of creditors generally (including, without limitation,
the effect of statutory or other laws regarding fraudulent transfers or
preferential transfers) and (ii) general principles of equity, including
without limitation concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance, injunctive
relief or other equitable remedies regardless of whether enforceability is
considered in a proceeding in equity or at law.


 


C.            We express no
opinion regarding the effectiveness of (i) any waiver (whether or not
stated as such) under the Financing Documents of, or any consent thereunder
relating to, unknown future rights or the rights of any party thereto existing,
or duties owing to it, as a matter of law; (ii) any waiver (whether or not
stated as such) contained in the Financing Documents of rights of any party, or
duties owing to it, that is broadly or vaguely stated or does not describe the
right or duty purportedly waived with reasonable specificity;
(iii) provisions relating to indemnification, exculpation or contribution,
to the extent such provisions may be held unenforceable as contrary to public
policy or federal or state securities laws or due to the negligence or willful
misconduct of the indemnified party; (iv) any provision in any Financing
Document waiving the right to object to venue in any court; (v) any
agreement to submit to the jurisdiction of any Federal Court; (vi) any
waiver of the right to jury trial; (vii) any provision purporting to
establish evidentiary standards; (ix) any provision to the effect that
every right or remedy is cumulative and may be exercised in addition to any
other right or remedy or that the election of some particular remedy does not
preclude recourse to one or more others; or (x) the availability of
damages or other remedies not specified in the Financing Documents in respect
of breach of any covenants (other than covenants relating to the payment of principal,
interest, make whole premium, indemnities and expenses).


 


D.            We express no
opinion as to (i) any waivers or variations of rights of a debtor,
including a guarantor, or duties of a secured party under provisions referred
to in Section 9-602 of the NYUCC or (ii) any provision in the
Security Agreement (A) that may be deemed to permit the Agent or any other
person to sell or otherwise foreclose upon any UCC Collateral, or to apply the
proceeds thereof, except in compliance with the NYUCC, applicable laws of the
United


 


5

















 


States and other applicable state and local
laws, or (B) that may be deemed to impose on the Agent standards for the
care of the UCC Collateral in the possession or control of the Agent that would
violate Section 9-207 or 9-208 of the NYUCC or to render such standards
inapplicable.


 


E.             Our opinion is
subject to the effect of Section 552 of the United States Bankruptcy Code
(limiting security interests in property acquired after the commencement of a
case under the United States Bankruptcy Code). We call to your attention that
under the provisions of the NYUCC certain third parties, such as buyers and
lessees of goods in the ordinary course of business, licensees of general
intangibles (including software) in the ordinary course of business, holders in
due course of negotiable instruments, protected purchasers of securities or
certain purchasers of security entitlements or financial assets, could acquire
an interest in the UCC Collateral free of the security interests of the Lender
Parties, even though such security interests are perfected.


 


F.             We express no
opinion with respect to (i) the existence, non-existence or value of any
UCC Collateral, (ii) any part of the UCC Collateral that is or may be such
that a security interest therein is not covered by Article 9 of the NYUCC
by virtue of Section 9-109, (iii) the perfection of the security
interests in any portion of the UCC Collateral, including deposit accounts,
goods covered by a certificate of title (such as automobiles), patents,
trademarks, copyrights, letter-of-credit rights and money, to the extent that
filing of a financing statement is not or may not be sufficient to perfect a
security interest therein (whether as a result of requirements for control or
possession of such collateral, the applicability of preemptive United States
laws or of certificate of title statutes or otherwise) and (iv) the law
governing perfection of the security interests by filing under
Section 9-301 of the UCC. We further express no opinion as to transfers of
interests or rights in patents, trademarks or copyrights in connection with
exercise of remedies against UCC Collateral under the Security Agreement.


 


G.            We express no
opinion with respect to (i) the adequacy or accuracy of the descriptions
of the UCC Collateral contained in the Security Agreement, in the Financing
Statements or in any document prepared in connection therewith, except for the
legal adequacy of descriptions of UCC Collateral to the extent that such descriptions
consist of the collateral types defined in the NYUCC (other than commercial
tort claims), (ii) the enforceability or perfection of any security
interest in the proceeds of any UCC Collateral other than pursuant to
Section 9-315 of the UCC of the relevant Perfection States, (iii) any
security interest in consumer goods or commercial tort claims or
(iv) perfection (or the law governing perfection) of any security interest
in timber to be cut or as-extracted collateral (including oil, gas and other
minerals).


 


H.            We express no
opinion with respect to the priority (and therefore no opinion as to the
respective rights of any creditor, encumbrancer or other third party as against
the rights


 


6

















 


of the Lender Parties) of any security
interest in the UCC Collateral. Further, we have assumed without investigation
of any kind that those Financing Statements that are to be filed in the State
of Minnesota will be adequate in form under the UCC of such state for
acceptance by the office for filing and for perfection of the security
interests referenced in paragraph 4 above.


 


I.              Perfection of
the security interests generally will be terminated under the circumstances
described in Sections 9-316, 9-507, 9-508 and 9-515 of the NYUCC, unless
appropriate action is taken as provided therein. Without limitation,
(i) all the financing statements filed must be continued at prescribed
intervals by the timely filing of continuation statements and (ii) a new
or amended financing statement may be required to be filed to retain any
perfected security interest in the event any Obligor changes its name, identity
or location (as determined under the NYUCC).


 


J.             For purposes of
our opinion in paragraph 5, we have assumed without independent investigation
that: (i) the representation and warranty and covenant of the Company set
forth in Section 5.14 of the Credit Agreement is and will be true and
correct and complied with at all relevant times. Except as expressly set forth
in paragraph 5, we express no opinion with respect to Regulation T of the Board
of Governors of the Federal Reserve System.


 


 


7

















 


This opinion is rendered as
of the date hereof to the Lender Parties in connection with the Financing
Documents and may not be relied upon by any person other than the Lender
Parties or by the Lender Parties in any other context. The Lender Parties may
not furnish this opinion or copies hereof to any other person except
(i) to bank examiners and other regulatory authorities should they so
request in connection with their normal examinations, (ii) to the
independent auditors and attorneys of the Lender Parties, (iii) pursuant
to order or legal process of any court or governmental agency, (iv) in
connection with any legal action to which any Lender Party is a party arising
out of the transactions contemplated by the Financing Documents, or
(v) the assignee of or participant in the interest of any Lender Party
under the Financing Documents. This opinion may not be quoted without the prior
written consent of this Firm.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  /s/ Gibson, Dunn &
  Crutcher LLP

  



 


8

















 


SCHEDULE
I – LENDER PARTIES


 

















 


SCHEDULE
A - FINANCING STATEMENTS


 


	
  Obligor

  	
   

  	
  Location/Perfection

  State

  	
   

  	
  Filing
  Office

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alliant Techsystems Inc.

  	
   

  	
  Delaware

  	
   

  	
  Secretary of State of the
  State of Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ammunition Accessories
  Inc.

  	
   

  	
  Delaware

  	
   

  	
  Secretary of State of the
  State of Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK Commercial Ammunition
  Company Inc.

  	
   

  	
  Delaware

  	
   

  	
  Secretary of State of the
  State of Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK Commercial Ammunition
  Holdings Company Inc.

  	
   

  	
  Delaware

  	
   

  	
  Secretary of State of the
  State of Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK Launch Systems Inc.

  	
   

  	
  Delaware

  	
   

  	
  Secretary of State of the
  State of Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATK Space Systems Inc.

  	
   

  	
  Delaware

  	
   

  	
  Secretary of State of the
  State of Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Federal Cartridge Company

  	
   

  	
  Minnesota

  	
   

  	
  Secretary of State of the
  State of Minnesota

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Micro Craft Inc.

  	
   

  	
  Minnesota

  	
   

  	
  Secretary of State of the
  State of Minnesota

  



 

















 


ALLIANT
TECHSYSTEMS INC.


 


OFFICER’S
CERTIFICATE


 


March 29,
2007


 


The undersigned, John L.
Shroyer, does hereby certify to Gibson, Dunn & Crutcher LLP (“Gibson,
Dunn & Crutcher”), in his capacity as an officer of Alliant
Techsystems Inc., a Delaware corporation (the “Company”), and on behalf
of each of the subsidiaries of the Company (collectively, the “Company Subsidiaries”),
in connection with the Amended and Restated Credit Agreement dated as of
March 29, 2007 (the “Credit Agreement”) by and among the Company,
certain lenders (the “Lenders”), U.S. Bank National Association, as
syndication agent, Banc of America Securities LLC and Calyon, New York Branch,
as joint lead arrangers, Bank of America Securities LLC, as sole bookrunning
manager, and Bank of America, N.A., as administrative agent (the “Agent”)
and a Lender, as follows:


 


1.             I am the duly
elected and incumbent Senior Vice President and Chief Financial Officer of the
Company and am authorized to execute this Certificate on behalf of the Company
and the Company Subsidiaries.


 


2.             I recognize and
acknowledge that this Certificate is being furnished to Gibson, Dunn &
Crutcher in connection with their delivery of their legal opinion of even date
herewith pursuant to Section 4.01(b)(vii) of the Credit Agreement
(the “GDC Opinion”). I further understand that Gibson, Dunn &
Crutcher is relying to a material degree on this Certificate in rendering that
opinion. On behalf of the Company and the Company Subsidiaries, I hereby
authorize such reliance.


 


3.             I have asked
such questions regarding the meaning of any of the provisions of this
Certificate as I have considered necessary.


 


4.             To the best of
my knowledge, none of the Company and the Company Subsidiaries is an
“investment company” within the meaning of the Investment Company Act of 1940,
as amended, and the rules and regulations promulgated thereunder (the “ICA”),
on the basis that it is primarily engaged, directly or through a wholly-owned
subsidiary or subsidiaries, in a business or businesses other than that of
investing, reinvesting, owning, holding, or trading in securities, as provided
in Section 3(b)(1) of the ICA.


 


5.             To the best of
my knowledge, each and all of the representations and warranties as to factual
matters relating to the Company and the Company Subsidiaries contained in the
Financing Documents are true and correct in all material respects as of the
date of such agreement and as of the date hereof.


 


6.             None of the
proceeds of the loans and other extensions of credit made under the Credit
Agreement will be used, directly or indirectly, to purchase or carry “margin
stock” within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System or


 

















 


to make loans to any person that will be
secured by margin stock or will have the benefit of any arrangement restricting
the disposition or pledge of margin stock.


 


7.             To the best of
my knowledge, there are no agreements or understandings between or among the
Agent, the Lenders, the Company, the Company Subsidiaries or third parties that
would expand, modify or otherwise affect the terms of the Financing Documents
referred to in the GDC Opinion or the respective rights or obligations of the
parties thereunder or that would modify, release, terminate or delay the
attachment of the security interest and liens granted to the Agent.


 


Capitalized terms used
herein and not defined herein have the meanings given to such terms in the
Credit Agreement. A copy of this Certificate executed and delivered by
facsimile transmission shall be valid for all purposes.


 


[Signature
page follows.]


 

















 


 


IN WITNESS WHEREOF, the
undersigned have executed this Certificate as of the dated first written above.


 


 


	
   

  	
  /s/ John L. Shroyer

  
	
   

  	
  Name: John L. Shroyer

  
	
   

  	
  Title:  Senior Vice President and Chief Financial
  Officer

  
	
   

  	
   

  



 






 












 


EXHIBIT J-2


 


OPINION
MATTERS –


 


LOCAL COUNSEL


 


[FORM OF OPINION OF LOCAL COUNSEL

WITH RESPECT TO PERFECTION]


 


To
the Lenders party to the Credit


 


Agreement
referred to below and to Bank of America, N.A. 


(“Administrative
Agent”), as Administrative Agent for such Lenders


 


Alliant Techsystems Inc.; [Named Alliant Subsidiary Guarantor]


 


Ladies
and Gentlemen:


 


We
have acted as special [name of State] (the “State”) counsel to Alliant
Techsystems Inc., a Delaware corporation (“Alliant”), and [Name of
Alliant’s Subsidiary], a [insert name of State] corporation (the “Company”),
in connection with the preparation, execution and delivery of, and the initial
Borrowing under, the Amended and Restated Credit Agreement, dated as of March 29,
2007 (the “Credit Agreement”), among the Borrower and each of you. This
opinion is furnished to you pursuant to Section 4.01(viii) of
the Credit Agreement. Unless otherwise defined herein, terms defined in the
Credit Agreement are used herein as therein defined; and terms defined in Articles
1 and 9 of the Uniform Commercial Code as in effect in the State (the “UCC”)
are used herein as therein defined.


 


In
that connection, we have examined a counterpart of each of the following documents:


 


2.                                       the Credit
Agreement;


 


3.                                       the Notes
delivered to the Lenders on the date hereof;


 


4.                                       the Guaranty;


 


5.                                       the Amended and
Restated Security Agreement;


 


6.                                       the
[[certificate] [articles] of incorporation and by-laws] [limited partnership
agreement] [certificate of formation and operating agreement] [other comparable
charter documents] of the Company, in each case as amended through the date
hereof (the “Certified Organizational Documents”);


 


7.                                       a copy of the
financing statement (the “Financing Statement”) under the UCC, naming
the Company as debtor and the Administrative Agent as secured party, which
Financing Statement we understand will be filed in the office of the Secretary
of State of [insert name of State] (the “Filing Office”); and


 

















 


8.                                       the reports set
forth on Schedule II hereto (the “UCC Search Reports”) of [name of
service that did the UCC Searches] as to financing statements naming the Loan
Parties listed therein as debtors and on file in the Filing Office on the
effective dates for such UCC Search Reports; and


 


9.                                       such other
documents furnished by the Company pursuant to Article IV of the Credit
Agreement, as we have deemed necessary.


 


The
documents described in the foregoing clauses (1) through (4) are
collectively referred to herein as the “Loan Documents”.


 


In
addition, we have examined originals or copies of such other corporate records
of the Company, certificates of public officials and of officers of the Company
and agreements, instruments and other documents as we have deemed necessary as
a basis for the opinions expressed below. As to certain matters of fact
material to the opinions expressed herein, we have relied on the
representations made in the Credit Agreement and the other Loan Documents and
certificates of public officials and officers of the Company. We have not
independently established the facts so relied on.


 


In
our examination of the documents referred to above, we have assumed the due
execution and delivery of each of the documents referred to above by all
parties thereto, other than the Company.


 


In
addition, we have assumed that:


 


(a)                                       The Company has, or has the
power to transfer, rights (to the extent necessary to grant a security
interest) in the Collateral existing on the date hereof and will have, or will
have the power to transfer, rights (to such extent) in property which becomes
Collateral after the date hereof.


 


Based
upon the foregoing and upon such other investigation as we have deemed
necessary and subject to the qualifications set forth below, we are of the
opinion that:


 


(i)                                     The execution
and delivery of the Loan Documents, the performance by the Company of its
obligations thereunder and the compliance with the terms and conditions thereof
by the Company are not in contravention of or in conflict with any law, rule or
regulation of the State applicable to the Company.


 


(ii)                                  The execution
and delivery by the Company of the Loan Documents to which it is a party and
the performance of the Company’s obligations thereunder do not require any
governmental consents, approvals, authorizations, permits, registrations, declarations
or filings or other action or any notices to, consents of, orders of or filings
with any governmental authority or regulatory body of the State (including
those having jurisdiction over the enforcement of the environmental laws of the
State), except for the recordation of the [mortgage[s]/deed[s] of trust
covering Collateral located in the State] in the


 


2

















 


recording
office described herein and filing of the Financing Statement and continuation
statements in connection therewith in the Filing Office.


 


(iii)                               The
Administrative Agent for the benefit of the Secured Parties will have, upon the
filing in the Filing Office of the Financing Statement, a perfected security
interest in that portion of the Collateral described therein in which a
security interest may be created under Article 9 of the UCC in which a
security interest is perfected by filing a financing statements under the UCC
(the “Filing Collateral”).


 


(iv)                              Filing
Collateral, priority. The UCC Search Reports set forth the proper filing
office and the proper debtors necessary to identify those persons who under the
State UCC have on file financing statements against the Company covering the
Filing Collateral as of the effective dates therefor set forth in Schedule II
hereto. Except for         , who is
referred to in the UCC Search Report as to financing statements naming [     ]
as debtor and whose financing statement covers           ,
the UCC Reports identify no Person who has filed in the Filing Office a still
effective financing statement describing the Filing Collateral prior to the
appropriate effective dates therefor, set forth in Schedule II hereto.


 


Our
opinions expressed above are subject to the following qualifications:


 


(a)                                  Our opinion in
paragraph (iii) above is subject to the qualification that the security
interest, and perfection and continuation of perfection of the security
interest, of the Administrative Agent in proceeds of Collateral are limited to
the extent set forth in Section [insert UCC provision on “Secured Party’s
Rights on Disposition of Collateral in Proceeds”] of the UCC.


 


(b)                                 Our opinions
expressed above are limited to the law of the State and the federal law of the
United States, and we do not express any opinion herein concerning any other
law.


 


(c)                                  Further, our
opinion in paragraph (iii) is limited to Article 9 of the UCC and
therefore this opinion does not address (i) laws other than Article 9
of the UCC, or (ii) collateral of a type not subject to Article 9 of
the UCC.


 


(d)                                 We express no
opinion with respect to:


 


(i)                                     Section 10.09 of the Credit
Agreement to the extent that such Section implies that set off may be made
without notice; or


 


(ii)                                  the effect of
any provision of the Amended and Restated Security Agreement which is intended
to establish any standard other than a standard set forth in the UCC as the
measure of the performance by any party thereto of such party’s obligations of
good faith, diligence, reasonableness or care or of the fulfillment of the duties
imposed on any secured party with respect to the maintenance, disposition or
redemption of collateral, accounting for surplus proceeds of collateral or
accepting collateral in discharge of liabilities.


 


3

















 


A
copy of this opinion letter may be delivered by any of you to any Person that
becomes a Lender in accordance with the provisions of the Credit Agreement. Any
such Lender may rely on the opinions expressed above as if this opinion letter
were addressed and delivered to such Lender on the date hereof.


 


This
opinion letter is rendered to you in connection with the transactions
contemplated by the Loan Documents. This opinion letter may not be relied upon
by you or any future Lender for any other purpose, or relied upon by any other
Person, without our prior written consent.


 


This
opinion letter speaks only as of the date hereof. We expressly disclaim any
responsibility to advise you of any development or circumstance of any kind,
including any change of law or fact, that may occur after the date of this
opinion letter even though such development, circumstance or change may affect
the legal analysis, a legal conclusion or any other matter set forth in or
relating to this opinion letter. Accordingly, any of you who may rely on this
opinion letter at any future time should seek advice of your counsel as to the
proper application of this opinion letter at such time.


 


	
   

  	
  Very
  truly yours,

  



 


4

















 


[FORM OF OPINION OF LOCAL COUNSEL

WITH RESPECT TO REAL ESTATE MATTERS]


 


              ,
2007


 


To: The Secured Parties under the Credit Agreement 

referred to below and to Bank of America, as 

Administrative Agent


 


Re: Alliant Techsystems, Inc.
[and [**Name of Subsidiary Fee Owner**]]  


 


Ladies and Gentlemen:


 


We
have acted as special [name of State] (the “State”) counsel to Alliant Techsystems
Inc., a Delaware corporation (“Alliant”) [and [**Insert name of fee owner and state and
organization type**] (“Company”)]
in connection with the execution and delivery of the [Mortgage/Deed of Trust]
referenced below pursuant to that certain Amended and Restated Credit Agreement
dated as of March 29, 2007 (the “Credit Agreement”) by and among Alliant, the
Secured Parties (as defined therein), Bank of America, N.A., as administrative
agent (in such capacity, “Administrative
Agent”) for the Secured Parties, U.S. Bank National Assocation,
as syndication agent, [                              ],
as documentation agent, [                        ],
as joint lead arrangers. This opinion is rendered at the request of Alliant
pursuant to Section 4.01(a)(viii)(i) of the Credit Agreement.
Capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed to such terms in the [Mortgage/Deed of Trust], or
if not defined therein, in the Credit Agreement.


 


In
our capacity as such counsel, we have examined originals, or copies identified
to our satisfaction as being true copies, of such records, documents or other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below, including such corporate records and
documents of [Alliant/Company] and such certificates of public officials and
officers of [Alliant/Company] as we have deemed necessary or appropriate for
purposes of this opinion. These records, documents and instruments also
included execution copies or counterparts of the following documents
(collectively, the “Subject
Documents”):


 


1.                                       The Credit
Agreement;


 


2.                                       The [Mortgage/Deed
of Trust], Assignment of Rents and Leases, Security Agreement and Fixture
Filing dated as of           ,
2007 from [Alliant/Company], as [mortgagor/grantor], to [                               ,
as trustee (“Trustee”),
for the benefit of] Administrative Agent, as [mortgagee/beneficiary] (the “[Mortgage/Deed of
Trust]”), encumbering the “Mortgaged Property” described
therein; and


 


3.                                       The Amended and
Restated Subsidiary Guaranty dated as of March 29, 2007 from the
guarantors named therein in favor of the Secured Parties.


 


5

















 


Assumptions


 


In
rendering this opinion we have assumed, without having made any independent
investigation of the facts, except with respect to matters of State and federal
law on which we have opined below, the following:


 


(i)                                     the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals and the conformity with originals of all documents submitted to us as
copies;


 


(ii)                                  to the extent
that the obligations of [Alliant/Company] may be dependent upon such matters,
other than with respect to [Alliant/Company], that each party to the agreements
and contracts referred to herein is duly formed, validly existing and in good
standing under the laws of its jurisdiction of formation; that each such other
party has the requisite corporate or other organizational power and authority
to perform its obligations under such agreements and contracts, as applicable;
and that such agreements and contracts have been duly authorized, executed and
delivered by, and each of them constitutes the legally valid and binding
obligations of, such other parties, as applicable, enforceable against such
other parties in accordance with their respective terms;


 


(iii)                               that
[Alliant/Company] is duly incorporated, validly existing and in good standing
under the laws of its jurisdiction of incorporation;


 


(iv)                              that
[Alliant/Company] has the requisite corporate power and authority to enter into
and perform its obligations under the Subject Documents to which it is a party;


 


(v)                                 the due
authorization, execution and delivery by [Alliant/Company] of the Subject
Documents to which [Alliant/Company] is a party;


 


(vi)                              that a part or
all of the loan proceeds to be advanced pursuant to the Credit Agreement will
have been advanced on or before the date hereof;


 


(vii)                           that all
material factual matters, including without limitation, representations and
warranties, contained in the Subject Documents, are true and correct as set
forth therein;


 


(viii)                        that [Alliant/Company],
at the time of recordation of the [Mortgage/Deed of Trust], held an interest of
record in the real property portions of the Mortgaged Property owned by
[Alliant/Company]; and


 


(ix)                                that the
Subject Documents will be governed by and construed in accordance with the
internal laws of the State, notwithstanding the provisions of the Subject
Documents to the contrary.


 


6

















 


Opinions


 


On
the basis of such examination, our reliance upon the assumptions contained
herein and our consideration of those questions of law we considered relevant,
and subject to the limitations and qualifications in this opinion, we are of
the opinion that:


 


1.                                       The
[Mortgage/Deed of Trust] constitutes the legal, valid and binding obligation of
[Alliant/Company], enforceable against [Alliant/Company] in accordance with its
terms.


 


2.                                       The execution
and delivery of the Subject Documents, the performance by [Alliant/Company] of
its obligations thereunder and the compliance with the terms and conditions
thereof by [Alliant/Company] are not in contravention of or in conflict with
any law, rule or regulation of the State applicable to [Alliant/Company].


 


3.                                       The execution
and delivery by [Alliant/Company] of the Subject Documents to which it is a
party and the performance of [Alliant/Company]’s obligations thereunder do not
require any governmental consents, approvals, authorizations, permits,
registrations, declarations or filings or other action or any notices to,
consents of, orders of or filings with any governmental authority or regulatory
body of the State (including those having jurisdiction over the enforcement of
the environmental laws of the State), except for the recordation of the
[Mortgage/Deed of Trust].


 


4.                                       The
[Mortgage/Deed of Trust] (including the acknowledgement, attestation, seal and
witness requirements) is in appropriate form for recordation in the State.


 


5.                                       The
[Mortgage/Deed of Trust] is in proper form sufficient to create a valid
[mortgage/deed of trust lien] in favor of Administrative Agent on, and to vest
[Trustee and] Administrative Agent with power of sale in, such of the Mortgaged
Property described therein that constitutes real property (including fixtures,
to the extent the same constitute real property). The recordation of the
[Mortgage/Deed of Trust] in the [** NAME APPROPRIATE COUNTY RECORDING OFFICE**]
is the only recordation, filing or registration necessary to perfect the lien
on the Mortgaged Property created by the [Mortgage/Deed of Trust]. Upon recordation
of the [Mortgage/Deed of Trust] in the [** NAME APPROPRIATE COUNTY RECORDING
OFFICE**], [Trustee/Administrative Agent] will have a valid and perfected
[mortgage/deed of trust lien] on the Mortgaged Property described therein. No
other recordation, filing, re- recordation or re-filing is necessary in order
to perfect or to maintain the priority of the lien created by the
[Mortgage/Deed of Trust].


 


6.                                       The real
property descriptions attached to the [Mortgage/Deed of Trust] are in form
legally sufficient for the purpose of subjecting that portion of the Mortgaged
Property that constitutes real property to the lien evidenced by the
[Mortgage/Deed of Trust].


 


7.                                       The
[Mortgage/Deed of Trust] is in proper form sufficient to constitute a valid and
effective fixture filing with respect to the Premises under Article 9 of
the Uniform Commercial Code as in effect in the State naming [Alliant/Company]
as debtor and Administrative Agent as secured party.


 


7

















 


8.                                       Administrative
Agent is not required to qualify to transact business in the State nor will
Administrative Agent incur any tax imposed by the State (including, without
limitation, any tax imposed by the State on interest or on revenue paid in
respect of the Credit Agreement), solely as the result of the ownership or
recordation of the [Mortgage/Deed of Trust].


 


9.                                       [Except as
specifically set forth on Schedule 1 hereto, no] [No] taxes or other
charges, including, without limitation, intangible, documentary, stamp, mortgage,
transfer or recording taxes or similar charges are payable to the State or to
any governmental authority or regulatory body located therein on account of the
execution or delivery of the [Mortgage/Deed of Trust], or the creation of the
liens and security interests thereunder, or the filing, recordation or
registration of the [Mortgage/Deed of Trust], except for nominal filing or
recording fees.


 


Qualifications


 


The
foregoing opinions are subject to the following qualifications, limitations and
exceptions:


 


1.                                       Qualifying
paragraph 1 above, the enforceability of the [Mortgage/Deed of Trust] and the
liens created thereby may be limited or affected by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights
generally (including, without limitation, fraudulent conveyance laws) and by
general principles of equity including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless of
whether considered in a proceeding in equity or at law. The aforesaid opinion
as to enforceability of the [Mortgage/Deed of Trust] is also subject to the
qualification that certain provisions contained therein may not be enforceable,
but (subject to the limitations set forth in the foregoing sentence) such
unenforceability will not render the [Mortgage/Deed of Trust] invalid as a
whole or substantially interfere with realization of the principal benefits
and/or security provided thereby.


 


2.                                       In rendering
the opinions expressed in this opinion letter, we have made no examination of
and express no opinion with respect to: (i) title to or, except as to
adequacy of form, descriptions of the Mortgaged Property described in the [Mortgage/Deed
of Trust]; (ii) the nature or extent of [Alliant/Company]’s rights in, or
title to, the Mortgaged Property; (iii) the existence or non-existence of
liens, security interests, charges or encumbrances thereon or therein actually
of record; or (iv) the priority of any liens on any part of the Mortgaged
Property. We have not independently certified the existence, condition,
location or ownership of any of the Mortgaged Property.


 


This
opinion is given as of the date hereof, and we disclaim any obligation to
update this opinion letter for events occurring after the date of this opinion
letter. The foregoing opinion applies only with respect to the laws of the
State and the federal laws of the United States of America and we express no
opinion with respect to the laws of any other jurisdiction.


 


This
opinion is rendered only to Administrative Agent and the other Secured Parties
and their respective successors and assigns (including any participant in any
Secured Party’s interest) and is solely for their benefit in connection with
the transactions contemplated by the Subject Documents and may not be relied
upon by Administrative Agent or any other


 


8

















 


Secured
Party or any of their respective successors or assigns for any other purpose
without our prior written consent.


 


	
   

  	
  Very
  truly yours,

  



 


9

















 


SCHEDULE 1


 


Mortgage Recording Taxes, Documentary Stamp Taxes

and other similar Taxes and Fees


 


[**INSERT
DESCRIPTION OF AND METHOD OF CALCULATING ALL MORTGAGE RECORDING TAXES,
DOCUMENTARY STAMP TAXES AND SIMILAR TAXES AND FEES**]


 


10
















 


[FORM OF OPINION OF LOCAL COUNSEL

WITH RESPECT TO CORPORATE FORMALITIES]


 


               ,
2007


 


To: The Secured Parties under the Credit Agreement 

referred to below and to Bank of America, 

as Administrative Agent


 


Re: Alliant Techsystems, Inc.
[and [**Name of Subsidiary Fee
Owner**]]  Ladies and
Gentlemen:


 


We
have acted as special [name of State] (the “State”) counsel to Alliant Techsystems
Inc., a Delaware corporation (“Alliant”) [and [**Insert name of fee owner and state and
organization type**] (“Company”)]
in connection with the execution and delivery of the [Mortgage/Deed of Trust]
referenced below pursuant to that certain Amended and Restated Credit Agreement
dated as of March 29, 2007 (the “Credit Agreement”) by and among Alliant, the
Secured Parties (as defined therein), Bank of America, N.A., as administrative
agent (in such capacity, “Administrative
Agent”) for the Secured Parties, U.S. Bank National Association,
as syndication agent, [                         ],
as documentation agent, [                         ],
as joint lead arrangers. This opinion is rendered at the request of Alliant
pursuant to Section 4.01 (a)(viii)(ii) of the Credit Agreement.
Capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed to such terms in the [Mortgage/Deed of Trust], or
if not defined therein, in the Credit Agreement.


 


In
our capacity as such counsel, we have examined originals, or copies identified
to our satisfaction as being true copies, of such records, documents or other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below, including such corporate records and
documents of Company and such certificates of public officials and officers of
Company as we have deemed necessary or appropriate for purposes of this
opinion. These records, documents and instruments also included execution
copies or counterparts of the following documents (collectively, the “Subject Documents”):


 


1.                                       The Credit
Agreement;


 


2.                                       The [Mortgage/Deed
of Trust], Assignment of Rents and Leases, Security


 


Agreement and Fixture Filing dated as of [                  ],
2007 from [Alliant/Company], as [mortgagor/grantor], to [                       
, as trustee (“Trustee”),
for the benefit of] Administrative Agent, as [mortgagee/beneficiary] (the “[Mortgage/Deed of
Trust]”), encumbering the “Mortgaged Property” described
therein; and


 


3.                                       The Amended and
Restated Subsidiary Guaranty dated as of March 29,

2007 from Company and the other guarantors named therein in favor of the
Secured Parties.


 


Opinion
Matters – Local Counsel


 

















 


Assumptions


 


In
rendering this opinion we have assumed, without having made any independent
investigation of the facts, except with respect to matters of State and federal
law on which we have opined below, the following:


 


(a)                                  the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals and the conformity with originals of all documents submitted to us as
copies;


 


(b)                                 to the extent
that the obligations of Company may be dependent upon such matters, other than
with respect to Company, that each party to the agreements and contracts
referred to herein is duly formed, validly existing and in good standing under
the laws of its jurisdiction of formation; that each such other party has the
requisite corporate or other organizational power and authority to perform its
obligations under such agreements and contracts, as applicable; and that such
agreements and contracts have been duly authorized, executed and delivered by,
and each of them constitutes the legally valid and binding obligations of, such
other parties, as applicable, enforceable against such other parties in
accordance with their respective terms; and


 


(c)                                  that all
material factual matters, including without limitation, representations and
warranties, contained in the Subject Documents, are true and correct as set
forth therein.


 


Opinions


 


On
the basis of such examination, our reliance upon the assumptions contained
herein and our consideration of those questions of law we considered relevant,
and subject to the limitations and qualifications in this opinion, we are of
the opinion that:


 


(i)                                     Company is duly
organized, validly existing and in good standing under the laws of the State.


 


(ii)                                  Company has the
requisite corporate power and authority to enter into and perform its
obligations under the Subject Documents to which it is a party.


 


(iii)                               The Subject
Documents to which Company is a party have been duly authorized, executed and
delivered by Company.


 


Qualifications


 


The
foregoing opinions are subject to the following qualifications, limitations and
exceptions:


 


This
opinion is given as of the date hereof, and we disclaim any obligation to
update this opinion letter for events occurring after the date of this opinion
letter. The foregoing opinion applies only with respect to the laws of the
State and the federal laws of the United States of America and we express no
opinion with respect to the laws of any other jurisdiction.


 

















 


This
opinion is rendered only to Administrative Agent and the other Secured Parties
and their respective successors and assigns (including any participant in any
Secured Party’s interest) and is solely for their benefit in connection with
the transactions contemplated by the Subject Documents and may not be relied
upon by Administrative Agent or any other Secured Party or any of their
respective successors or assigns for any other purpose without our prior
written consent.


 


	
   

  	
  Very
  truly yours,

  



 
















 


Exhibit J-3


 





 


	
  Keith D. Ross  

  Senior
  Vice President 

  &
  General Counsel

  	
  Alliant
  Techsystems Inc. 

  MN01-1060  

  5050
  Lincoln Drive  

  Edina,
  MN 55436-1097 

  www.atk.com

  	
  952.351.3086  

  952.351.3033
  fax 

  keith.
  ross@atk.com

  



 


March 29,
2007


 


To
the Lenders, the Administrative Agent 


  and the other Agents Referred to Below 


c/o
Bank of America, N.A.


1455
Market Street, 5th Floor


San
Francisco, California 94103


 


Re:
Amended and Restated Credit Agreement, dated as of March 29, 2007 


 


Ladies
and Gentlemen:


 


I
am Senior Vice President and General Counsel of Alliant Techsystems Inc., a
Delaware corporation (the “Borrower”). This opinion is furnished to you
in connection with the Amended and Restated Credit Agreement, dated as of the
date hereof (the “Credit Agreement”), by and among the Borrower, the
Lenders from time to time party thereto (the “Lenders”), Bank of
America, N.A., as Administrative Agent (in such capacity, the “Administrative
Agent”), the other Agents and the Arrangers. The Borrower and the
subsidiary guarantors listed on Schedule I hereto (the “Guarantors”)
are referred to herein individually as a “Transaction Party” and
collectively as the “Transaction Parties.” Capitalized terms used herein
and not otherwise defined herein have the meanings assigned to such terms in
the Credit Agreement.


 


In
connection with the opinions expressed herein, I have examined originals or
copies of the following documents:


 


(1)                                  the Credit
Agreement;


 


(2)                                  each of the
Notes executed and delivered on the date hereof;


 


(3)                                  the Amended and
Restated Security Agreement, dated as of the date hereof, made by the
Transaction Parties in favor of the Administrative Agent;


 


(4)                                  the
Intellectual Property Security Agreement, dated as of the date hereof, made by
the Transaction Parties in favor of the Administrative Agent, which I
understand will be recorded in the United States Patent and Trademark Office;


 


(5)                                  the Amended and
Restated Subsidiary Guaranty, dated as of the date hereof, made by the
Guarantors in favor of the Secured Parties; and


 

















 


(6)                                  such other documents, including the
Certificates of Incorporation and the By-laws 
of and good standing certificates for each Transaction Party, as I have
deemed  necessary or appropriate as a
basis for the opinions expressed below.


 


The
documents referred to in items (1) through (5) above, inclusive, are
referred to herein collectively as the “Documents” and the
documents referred to in items (3) and (4) above are referred to
herein collectively as the “Collateral Documents.”


 


In
my examination I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted
to me as certified or photostatic copies, and the authenticity of the originals
of such copies. I also have assumed that each of the Documents is the valid and
binding obligation of each party thereto other than the Transaction Parties,
enforceable against each such party in accordance with its respective terms.


 


Based
upon the foregoing, and subject to the limitations, qualifications and
assumptions set forth herein and having regard for the legal considerations
that I deem relevant, I am of the opinion that:


 


(a)                                       Each
Transaction Party is a corporation duly organized, validly existing and in

good standing under the laws of each such company’s respective state of
incorporation and has all corporate power and authority required to enter into
and to incur and perform its obligations under the Documents to which it is a
party.


 


(b)                                      The execution
and delivery to the Administrative Agent and the Lenders by each Transaction
Party of the Documents to which it is a party and the performance by such
Transaction Party of any of its obligations thereunder, and the granting by
each Transaction Party of the Liens provided for in the Collateral Documents, (i) have
been duly authorized by all necessary corporate action by such Transaction
Party, (ii) do not contravene any provision of the Certificate of
Incorporation or the By-laws of any Transaction Party, (iii) do not
violate any material contract, agreement, instrument, indenture or lease
binding upon any Transaction Party or its property, (iv) to the best of my
knowledge, do not violate any judicial or administrative order or decree of any
governmental authority applicable to any Transaction Party and (v) do not
result in or require the creation or imposition of any Lien on any asset of any
Transaction Party, other than Liens created pursuant to the Documents.


 


(c)                                       Each Document
has been duly executed and delivered on behalf of each

Transaction Party signatory thereto.


 


(d)                                      Except as
described in the most recent 10-Q filed on February 2, 2007, there is no
action, suit, or proceeding pending, or to the best of my knowledge,
threatened, against or affecting the Borrower or any of its Subsidiaries by or
before any court, arbitrator or governmental body or official material to the
business, consolidated financial position or consolidated results of operations
of the Borrower and its Subsidiaries, or which in any manner


 


2

















 


challenges
the validity of the Documents or seeks to restrain, enjoin or prevent the
consummation of the transactions contemplated thereby.


 


The
opinions expressed herein are limited to the laws of the State of Minnesota,
the federal laws of the United States of America, and the General Corporation
Law of the State of Delaware. The opinions expressed herein are solely for the
benefit of the addressees hereof and of any other person or entity becoming a
Lender or Agent under the Credit Agreement, in each case above, in connection
with the transaction referred to herein and may not be relied on by such
addressees or such other persons or entities for any other purpose or in any
manner or for any purpose by any other person or entity. This opinion is
rendered as of the date hereof and I disclaim any undertaking or obligation to
advise you or any other party of changes which may hereafter be brought to my attention
as the result of changes in applicable law or subsequent actions of a
Transaction Party.


 


 


	
  Very
  truly yours,

  	
   

  
	
   

  	
   

  
	
  /s/
  Keith D. Ross

  	
   

  
	
  Keith
  D. Ross

  	
   

  
	
  Senior
  Vice President and General Counsel

  	
   

  



 


3

















 


Schedule I


 


Guarantors


 


1.                                       Ammunition
Accessories Inc., a Delaware corporation


 


2.                                       ATK Commercial
Ammunition Company Inc., a Delaware corporation


 


3.                                       ATK Commercial
Ammunition Holdings Company Inc., a Delaware corporation


 


4.                                       ATK Launch
Systems Inc., a Delaware corporation


 


5.                                       ATK Space
Systems Inc., a Delaware corporation


 


6.                                       Federal
Cartridge Company, a Minnesota corporation


 


7.                                       Micro Craft
Inc., a Minnesota corporation


 
















 


EXHIBIT K


 


FORM OF INCREMENTAL TERM FACILITY
SUPPLEMENT


 


This INCREMENTAL TERM FACILITY SUPPLEMENT [(Tranche     )](1) (this “Supplement”) is entered into as of               ,
20    , among Alliant Techsystems Inc., a Delaware
corporation (the “Borrower”),
each lender party hereto (collectively, the “Incremental Term Loan Lenders” and
individually, an “Incremental
Term Loan Lender”), and Bank of America, N.A., as Administrative
Agent (in such capacity, the “Administrative Agent”).


 


Reference is made to that certain Amended and Restated Credit
Agreement, dated as of March 29, 2007 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement;”
the terms defined therein being used herein as therein defined), among the
Borrower, the Lenders from time to time party thereto, the Administrative
Agent, the other Agents and the Arrangers.


 


Pursuant to Section 2.15(a) of
the Credit Agreement, the Borrower has requested (a) the addition of a $[amount
not less than $50,000,000]
additional term loan facility, (b) that the Incremental Term Loan Lenders
Party hereto extend Incremental Term Loans as provided herein, and (c) the
effective date for such additional term loan facility be             ,
20    .


 


Each Incremental Term Loan Lender party to this Supplement (this “Supplement”) has
agreed to provide the Incremental Term Commitment set forth opposite it name on
Schedule I hereto  (its “Incremental Term Commitment”)
and has indicated its willingness to lend the Incremental Term Loans on the
terms and conditions set forth herein and in the Credit Agreement.


 


Section 1.                   Incremental Term Facility. The aggregate
Incremental Term Commitments of $              
provided hereunder [shall be
designated “Tranche     Incremental Term Facility] (the “[Tranche     ] Incremental Term
Facility”) [and the
Incremental Term Loans made thereunder shall be designated Tranche     Incremental
Term Loans][see footnote 1 regarding tranches] shall, in addition to the terms and
conditions set forth in the Credit Agreement, have the following terms and
conditions:


 


(a)          The Incremental
Term Facility Closing Date must occur on or prior to               ,
20     (the “Termination Date”), which shall in no event
be less than ten Business Days from the date of this Supplement;


 


(b)         The Maturity
Date shall be               ,
20    ;


 


(c)          The Borrower
shall repay to the Administrative Agent for the ratable account of the
Incremental Term Lenders the aggregate principal amount of all [Tranche     ] Incremental
Term Loans outstanding on the following dates in the respective amounts
set forth


 






(1)                   It may be
advisable to create a tranche of Incremental Term Facility if it is
contemplated that there will be multiple series of Incremental Term Facilities.
If only one Incremental Term Facility is contemplated, creating a tranche would
not be necessary.


 

















 


opposite
such dates (which amounts shall be reduced as a result of the application of
prepayments in accordance with the order of priority set forth in Section 2.06
of the Credit Agreement):


 




	
  Date

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


provided, however,
that the final principal repayment installment of the [Tranche     ] Incremental Term Loans shall be repaid on
the Maturity Date for the [Tranche
    ]
Incremental Term Facility under which such [Tranche
    ]
Incremental Term Loans were made and in any event shall be in an amount equal
to the aggregate principal amount of all [Tranche
    ] Incremental
Term Loans outstanding on such date;


 


(d)         The Applicable
Rate for the [Tranche     ] Incremental Term Loans shall be (i) with
respect to Base Rate Loans, a rate per annum equal to       %,
and (ii) with respect to Eurodollar Loans, a rate per annum equal to       %;
and


 


(e)          The making of
the [Tranche     ] Incremental Term Loans shall be subject
to the provisions of Sections 2.01(b), 2.02 and 4.02 of the Credit
Agreement.


 


Section 2.                   Representations and
Warranties of the Borrower. The Borrower represents to
the Administrative Agent and the Incremental Term Loan Lenders that:


 


(a)          No Default has
occurred and is continuing on and as of the Effective Date or would result from
the addition of the Incremental Term Facility hereunder;


 


(b)         The
representations and warranties of the Borrower contained in Article V or
any other Loan Document, are true and correct in all material respects on and
as of the Effective Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be
true and correct in all material respects as of such earlier date, and except
that for purposes of this Section 2(b), the representations and
warranties contained in Sections 5.05(a) and (b) of the Credit
Agreement shall be deemed to refer to the most recent statements furnished
pursuant to Sections 6.01(a) and (b), respectively, of the Credit
Agreement;


 

















 


(c)          The Borrower
has complied with each of the conditions set forth in Section 2.15(c) of
the Credit Agreement on and as of the Effective Date; and


 


(d)         The [Tranche     ] Incremental Term Facility does not exceed
the Term Commitment Increase Availability.


 


Section 3.                   New Lenders.


 


Each Incremental Term Loan Lender that is an Additional Term Loan
Lender:


 


(a)          represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver
this Supplement and to consummate the transactions contemplated hereby and to
become a Lender under the Credit Agreement, (ii) it meets all requirements
of an Eligible Assignee under the Credit Agreement, and (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement and the
other Loan Documents, together with copies of the most recent financial
statements delivered pursuant to Section 6.01 thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Supplement and provide its Incremental Term Commitment hereunder on the basis
of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Lender;


 


(b)         agrees that it will, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement and the other Loan Documents;


 


(c)          appoints and authorizes the Administrative Agent to
take such action on its behalf and to exercise such powers under the Credit
Agreement and the other Loan Documents as are delegated to the Administrative
Agent by the terms thereof, together with such powers as are reasonably
incidental thereto;


 


(d)         agrees that it will perform in accordance to their
terms, all obligations which by the terms of the Credit Agreement and the other
Loan Documents are required to be performed by it as a Lender; and


 


(e)          in the case of such Incremental Term Loan Lender
that is a Foreign Lender, comply with the provisions of Section 10.15
of the Credit Agreement.


 


Section 4.                   Reference to and Effect on
Loan Documents. (a) On  and after the Effective Date, each reference
in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of
like import referring to the Credit Agreement, and each reference in the Notes
and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof”
or words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as supplemented by this Supplement.  This Supplement is an Incremental Term
Facility Supplement referred to in the definition of Loan Documents and shall
for all purposes constitute a Loan Document.


 

















 


(b)         The Credit
Agreement, the Notes and each of the other Loan Documents, as specifically
supplemented by this Supplement, are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed.  Without limiting the generality of the
foregoing, the Collateral Documents and all of the Collateral described therein
do and shall continue to secure the payment of all Obligations (including,
without limitation, any Obligations created or contemplated hereunder) of the
Loan Parties under the Loan Documents, in each case as supplemented by this
Supplement.


 


(c)          Each of the
undersigned Guarantors consents to this Supplement and the transactions
contemplated hereby and hereby confirms and agrees that (i) notwithstanding
the effectiveness of this Supplement, the Guaranty is, and shall continue to
be, in full force and effect and is hereby ratified and confirmed in all
respects, except that, on and after the effectiveness of this Supplement each
reference in the Guaranty to the “Credit Agreement”, “thereunder”, “thereof” or
words of like import shall mean and be a reference to the Credit Agreement, as
supplemented by this Supplement, and (b) each of the Collateral Documents
to which such Guarantor is a party and all of the Collateral described therein
do, and shall continue to, secure the payment of all Obligations (including,
without limitation, any Obligations created or contemplated hereunder) to be
secured thereunder.


 


Section 5.                   Costs and Expenses. The Borrower
agrees to pay or reimburse all reasonable out-of-pocket costs and expenses of
the Administrative Agent in connection with the preparation, execution,
delivery and administration, modification and amendment of this Supplement and
the other instruments and documents to be delivered hereunder or in connection
herewith (including, without limitation, the reasonable fees and expenses of
counsel for the Administrative Agent) in accordance with the terms of Section 10.04
of the Credit Agreement.


 


Section 6.                   Execution in Counterparts. This
Supplement may be executed in any number of counterparts and by different
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
but one and the same agreement.  Delivery
of an executed counterpart of a signature page to this Supplement by
telecopier shall be effective as delivery of a manually executed counterpart of
this Supplement.


 


Section 7.                   Effective Date; Termination
of Commitments. This Supplement shall become effective on the
requested effective date (the “Effective Date”) subject to (a) receipt by the
Administrative Agent of executed counterparts of this Supplement by each party
hereto, (b) receipt by the Administrative Agent of an Administrative
Questionnaire from each Additional Term Loan Lender party hereto, (c) the
representations and warranties of the Borrower in Section 2 being
true and correct in all material respects, and (d) such date not being
later than the Termination Date.  If the
Effective Date and the Incremental Term Facility Closing Date do not occur on
or prior to the Termination Date, the Incremental Term Commitments hereunder shall
automatically terminate.


 


Section 8.                   Governing Law. This
Supplement shall be governed by, and construed in accordance with, the laws of
the State of New York, and shall be subject to the jurisdictional and service
provisions of the Credit Agreement, as if this were a part of the Credit
Agreement.


 

















 


ALLIANT
TECHSYSTEMS INC.


 


 


	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
    Name:

  
	
   

  	
    Title:

  
	
   

  
	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
    Name:

  
	
   

  	
    Title:

  
	
   

  
	
   

  
	
  BANK OF AMERICA, N.A., 

  as Administrative Agent

  
	
   

  
	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
    Name:

  
	
   

  	
    Title:

  
	
   

  
	
  [GUARANTORS]

  
	
   

  
	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
    Name:

  
	
   

  	
    Title:

  



 

















 


	
  [NAME OF INCREMENTAL TERM LOAN LENDER]

  
	
   

  
	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
    Name:

  
	
   

  	
    Title:

  



 

















 


SCHEDULE I 

TO 

INCREMENTAL TERM FACILITY SUPPLEMENT


 


	
  Incremental Tem Loan Lender

  	
   

  	
  Incremental Term Loan Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT L


 


FORM OF JOINDER AGREEMENT


 


JOINDER AGREEMENT (this “Joinder Agreement”), dated                               ,
20    , by                                         
to the Amended and Restated Credit Agreement, dated as of March 29, 2007
(as the same may be amended, restated, extended, supplemented or otherwise
modified from time to time, the “Credit Agreement”; the terms defined therein
being used herein as therein defined), among Alliant Techsystems Inc. a
Delaware corporation (the “Borrower”),
the Lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent, the other Agents and the Arrangers.


 


W I T N
E S S E T H:


 


WHEREAS, the Credit Agreement provides in Section [2.14(a)]
[2.15(b)] thereof that any Eligible Assignee may become [a Revolving
Credit Lender under the Revolving Credit Facility] [a Term Lender under any
Term Facility in existence at the time of a request for a Term Commitment
Increase] by executing and delivering to the Administrative Agent this Joinder
Agreement subject to the terms and conditions of Section [2.14]  [2.15];
and


 


WHEREAS, the undersigned now desires to become a [Revolving Credit
Lender] [Term A Lender] [Incremental Term Loan Lender] under the Credit
Agreement;


 


NOW, THEREFORE, the undersigned hereby agrees as follows:


 


1.               The undersigned
agrees to be bound by the provisions of the Credit Agreement and other Loan
Documents, and agrees that it shall, on the date this Joinder Agreement is
accepted by the Administrative Agent and the Borrower, become a [Revolving
Credit Lender] [Term A Lender] [Incremental Term Loan Lender] for all purposes
of the Credit Agreement to the same extent as if originally such a Lender
thereto, and hereby commits to provide [Revolving Credit Commitments] [Term A
Commitments] [Incremental Term Commitments] of $           
under the [Revolving Credit Facility][Term A Facility][Incremental Term
Facility created under the Incremental Term Facility Supplement dated                 ,
20     (the “Applicable Incremental Term Facility Supplement”)]
and [Schedule 2.01 of the Credit Agreement][Schedule I of the
Applicable Incremental Term Facility Supplement] shall be adjusted to reflect
the [Revolving Credit Commitment][Term A Commitment][Incremental Term
Commitment] of the undersigned.


 


2.               The
undersigned:


 


(a)  represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Joinder Agreement and to consummate the transactions contemplated hereby and to
become a [Revolving Credit Lender] [Term A Lender] [Incremental Term Loan
Lender] under the Credit Agreement, (ii) it meets all requirements of an
Eligible Assignee under the Credit Agreement, and (iii) from and after the
Effective Date, it shall be bound by the provisions of the Credit Agreement and
other Loan Documents as a Lender thereunder and shall have the obligations of a
Lender thereunder, (iv) it has received a copy of the Credit Agreement and
the other Loan Documents, together with copies of the most recent


 

















 


financial
statements delivered pursuant to Section 6.01 thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Joinder Agreement and provide its [Revolving Credit Commitments] [Term A
Commitments] [Incremental Term Commitments] hereunder on the basis of which it
has made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender;


 


(b)  agrees that it will, independently and without reliance upon
the Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement and
the other Loan Documents;


 


(c)  appoints and authorizes the Administrative Agent to take such
action on its behalf and to exercise such powers under the Credit Agreement and
the other Loan Documents as are delegated to the Administrative Agent by the
terms thereof, together with such powers as are reasonably incidental thereto;


 


(d)  agrees that it will perform in accordance to their terms, all
obligations which by the terms of the Credit Agreement and the other Loan
Documents are required to be performed by it as a Lender; and


 


(e)  in the case of such [Revolving Credit Lender] [Term A Lender]
[Incremental Term Loan Lender] that is a Foreign Lender, comply with the
provisions of Section 10.15 of the Credit Agreement.


 


3.               The undersigned
has provided the Administrative Agent with an Administrative Questionnaire.


 


4.               This Joinder
Agreement shall become effective on the date accepted by the Administrative
Agent and Borrower as provided below.


 


5.               This Joinder
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York, and shall be subject to the jurisdictional and service
provisions of the Credit Agreement, as if this were a part of the Credit
Agreement.


 


IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement
to be executed and delivered by a duly authorized officer on the date first
above written.


 


	
   

  	
  [INSERT NAME OF LENDER]

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


Accepted
this          day of


 


, 20


 


 


	
  BANK OF AMERICA, N.A., 

  as Administrative Agent

  
	
   

  
	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  
	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: