Exhibit
4.5


 


EXECUTION COPY


 


ALLIANT TECHSYSTEMS INC.,


 


as Issuer,


 


SUBSIDIARY
GUARANTORS party hereto,


 


and


 


BNY MIDWEST TRUST COMPANY,


as Trustee


 


 


INDENTURE


 


 


Dated as of February 19, 2004


 


 


2.75% Convertible Senior Subordinated Notes due 2024


 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE 1

  DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
   

  
	
  Section 1.02.

  	
  Other Definitions.

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  2

  ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

  	
   

  
	
   

  	
   

  
	
  Section
  2.01.

  	
  Designation Amount and Issue of Notes

  	
   

  
	
  Section 2.02.

  	
  Form of Notes

  	
   

  
	
  Section
  2.03.

  	
  Date and Denomination of Notes; Payments of
  Interest

  	
   

  
	
  Section 2.04.

  	
  Execution of Notes

  	
   

  
	
  Section
  2.05.

  	
  Exchange and Registration of Transfer of
  Notes; Restrictions on Transfer

  	
   

  
	
  Section
  2.06.

  	
  Mutilated, Destroyed, Lost or Stolen Notes

  	
   

  
	
  Section 2.07.

  	
  Temporary Notes

  	
   

  
	
  Section 2.08.

  	
  Cancellation of Notes

  	
   

  
	
  Section 2.09.

  	
  CUSIP Numbers

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  3

  REDEMPTION AND REPURCHASE OF NOTES

  	
   

  
	
   

  	
   

  
	
  Section 3.01.

  	
  Company’s Right to Redeem

  	
   

  
	
  Section
  3.02.

  	
  Notice of Optional Redemption; Selection of
  Notes

  	
   

  
	
  Section
  3.03.

  	
  Payment of Notes Called for Redemption by
  the Company

  	
   

  
	
  Section 3.04.

  	
  Conversion Arrangement on Call for
  Redemption

  	
   

  
	
  Section 3.05.

  	
  Repurchase of Notes by the Company at
  Option of Holders upon a Fundamental Change

  	
   

  
	
  Section 3.06.

  	
  Repurchase of Notes by the Company at
  Option of Holders on Specified Dates

  	
   

  
	
  Section 3.07.

  	
  Company’s Notification to the Trustee

  	
   

  
	
  Section 3.08.

  	
  Conditions and Procedures for Repurchase at
  Option of Holders

  	
   

  
	
  Section 3.09.

  	
  Final Maturity Notice

  	
   

  
	
   

  	
   

  
	
  ARTICLE 4

  INTEREST

  	
   

  
	
   

  	
   

  
	
  Section 4.01.

  	
  Contingent Interest

  	
   

  
	
  Section 4.02.

  	
  Payment of Contingent Interest

  	
   

  
	
  Section 4.03.

  	
  Contingent Interest Notification

  	
   

  
	
   

  	
   

  
	
  ARTICLE 5

  PARTICULAR COVENANTS OF THE COMPANY

  	
   

  
	
   

  	
   

  
	
  Section 5.01.

  	
  Payment of Principal and Interest

  	
   

  



 

















 


	
  Section 5.02.

  	
  Maintenance of Office or Agency

  	
   

  
	
  Section 5.03.

  	
  Appointments to Fill Vacancies in Trustee’s
  Office

  	
   

  
	
  Section 5.04.

  	
  Provisions as to Paying Agent

  	
   

  
	
  Section 5.05.

  	
  Existence

  	
   

  
	
  Section 5.06.

  	
  Rule 144A Information Requirement

  	
   

  
	
  Section 5.07.

  	
  Stay, Extension and Usury Laws

  	
   

  
	
  Section 5.08.

  	
  Compliance Certificate

  	
   

  
	
  Section 5.09.

  	
  Additional Amounts Notice

  	
   

  
	
  Section 5.10.

  	
  Contingent Debt Tax Treatment

  	
   

  
	
  Section 5.11.

  	
  Limitation on Senior Subordinated
  Indebtedness

  	
   

  
	
   

  	
   

  
	
  ARTICLE 6

  NOTEHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 6.01.

  	
  Noteholders’ Lists

  	
   

  
	
  Section 6.02.

  	
  Preservation and Disclosure of Lists

  	
   

  
	
  Section 6.03.

  	
  Reports by Trustee

  	
   

  
	
  Section 6.04.

  	
  Reports by Company

  	
   

  
	
   

  	
   

  
	
  ARTICLE 7

  REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT

  	
   

  
	
   

  	
   

  
	
  Section 7.01.

  	
  Events of Default

  	
   

  
	
  Section 7.02.

  	
  Acceleration

  	
   

  
	
  Section 7.03.

  	
  Payments of Notes on Default; Suit Therefor

  	
   

  
	
  Section 7.04.

  	
  Other Remedies

  	
   

  
	
  Section 7.05.

  	
  Waiver of Past Defaults

  	
   

  
	
  Section 7.06.

  	
  Control by Majority

  	
   

  
	
  Section 7.07.

  	
  Limitation on Suits

  	
   

  
	
  Section 7.08.

  	
  Rights of Holders to Receive Payment

  	
   

  
	
  Section 7.09.

  	
  Collection Suit by Trustee

  	
   

  
	
  Section 7.10.

  	
  Trustee May File Proofs of Claim

  	
   

  
	
  Section 7.11.

  	
  Priorities

  	
   

  
	
  Section 7.12.

  	
  Undertaking for Costs

  	
   

  
	
  Section 7.13.

  	
  Remedies Cumulative and Continuing

  	
   

  
	
   

  	
   

  
	
  ARTICLE 8

  THE TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 8.01.

  	
  Duties of Trustee

  	
   

  
	
  Section 8.02.

  	
  Rights of Trustee.

  	
   

  
	
  Section 8.03.

  	
  Individual Rights of Trustee.

  	
   

  
	
  Section 8.04.

  	
  Trustee’s Disclaimer

  	
   

  
	
  Section 8.05.

  	
  Notice of Default

  	
   

  
	
  Section 8.06.

  	
  Reports by Trustee to Holders

  	
   

  
	
  Section 8.07.

  	
  Compensation and Indemnity

  	
   

  
	
  Section 8.08.

  	
  Replacement of Trustee

  	
   

  
	
  Section 8.09.

  	
  Successor Trustee by Merger

  	
   

  
	
  Section 8.10.

  	
  Eligibility; Disqualification

  	
   

  
	
  Section 8.11.

  	
  Preferential Collection of Claims Against
  Company

  	
   

  



 


ii

















 


	
  ARTICLE 9

  THE NOTEHOLDERS

  	
   

  
	
   

  	
   

  
	
  Section 9.01.

  	
  Action by Noteholders

  	
   

  
	
  Section 9.02.

  	
  Proof of Execution by Noteholders

  	
   

  
	
  Section 9.03.

  	
  Who Are Deemed Absolute Owners

  	
   

  
	
  Section 9.04.

  	
  Company-owned Notes Disregarded

  	
   

  
	
  Section 9.05.

  	
  Revocation of Consents, Future Holders
  Bound

  	
   

  
	
   

  	
   

  
	
  ARTICLE 10

  MEETINGS OF NOTEHOLDERS

  	
   

  
	
   

  	
   

  
	
  Section 10.01.

  	
  Purpose of Meetings

  	
   

  
	
  Section 10.02.

  	
  Call of Meetings by Trustee

  	
   

  
	
  Section 10.03.

  	
  Call of Meetings by Company or Noteholders

  	
   

  
	
  Section 10.04.

  	
  Qualifications for Voting

  	
   

  
	
  Section 10.05.

  	
  Regulations

  	
   

  
	
  Section 10.06.

  	
  Voting

  	
   

  
	
  Section 10.07.

  	
  No Delay of Rights by Meeting

  	
   

  
	
   

  	
   

  
	
  ARTICLE 11

  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  
	
  Section 11.01.

  	
  Supplemental Indentures Without Consent of
  Noteholders

  	
   

  
	
  Section 11.02.

  	
  Supplemental Indenture with Consent of
  Noteholders

  	
   

  
	
  Section 11.03.

  	
  Effect of Supplemental Indenture

  	
   

  
	
  Section 11.04.

  	
  Notation on Notes

  	
   

  
	
  Section 11.05.

  	
  Evidence of Compliance of Supplemental
  Indenture to Be Furnished to Trustee

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  12

  CONSOLIDATION, MERGER, CONVEYANCE AND LEASE

  	
   

  
	
   

  	
   

  
	
  Section 12.01.

  	
  When May Company Merge or Transfer Assets

  	
   

  
	
  Section 12.02.

  	
  Successor to Be Substituted

  	
   

  
	
   

  	
   

  
	
  ARTICLE 13

  SATISFACTION AND DISCHARGE OF INDENTURE

  	
   

  
	
   

  	
   

  
	
  Section 13.01.

  	
  Discharge of Indenture

  	
   

  
	
  Section 13.02.

  	
  Paying Agent to Repay Monies Held

  	
   

  
	
  Section 13.03.

  	
  Return of Unclaimed Monies

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  14

  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

  	
   

  
	
   

  	
   

  
	
  Section 14.01.

  	
  Indenture, Notes and Subsidiary Guarantees
  Solely Corporate Obligations

  	
   

  



 


iii

















 


	
  ARTICLE 15

  CONVERSION OF NOTES

  	
   

  
	
   

  	
   

  
	
  Section 15.01.

  	
  Right to Convert

  	
   

  
	
  Section 15.02.

  	
  Exercise of Conversion Privilege; Issuance
  of Common Stock on Conversion; No Adjustment for Interest or Dividends;
  Settlement of Cash or Common Stock Upon Conversion

  	
   

  
	
  Section 15.03.

  	
  Cash Payments in Lieu of Fractional Shares

  	
   

  
	
  Section 15.04.

  	
  Conversion Rate

  	
   

  
	
  Section 15.05.

  	
  Adjustment of Conversion Rate

  	
   

  
	
  Section 15.06.

  	
  Effect of Reclassification, Consolidation,
  Merger or Sale

  	
   

  
	
  Section 15.07.

  	
  Taxes on Shares Issued

  	
   

  
	
  Section 15.08.

  	
  Reservation of Shares, Shares to Be Fully
  Paid; Compliance with Governmental Requirements; Listing of Common Stock

  	
   

  
	
  Section 15.09.

  	
  Responsibility of Trustee

  	
   

  
	
  Section 15.10.

  	
  Notice to Holders Prior to Certain Actions

  	
   

  
	
  Section 15.11.

  	
  Stockholder Rights Plans

  	
   

  
	
   

  	
   

  
	
  ARTICLE 16

  SUBORDINATION

  	
   

  
	
   

  	
   

  
	
  Section 16.01.

  	
  Agreement to Subordinate

  	
   

  
	
  Section 16.02.

  	
  Liquidation, Dissolution, Bankruptcy

  	
   

  
	
  Section 16.03.

  	
  Default on Senior Indebtedness

  	
   

  
	
  Section 16.04.

  	
  Acceleration of Payment of Notes

  	
   

  
	
  Section 16.05.

  	
  When Distribution Must Be Paid Over

  	
   

  
	
  Section 16.06.

  	
  Subrogation

  	
   

  
	
  Section 16.07.

  	
  Relative Rights

  	
   

  
	
  Section 16.08.

  	
  Subordination May Not Be Impaired by
  Company

  	
   

  
	
  Section 16.09.

  	
  Rights of Trustee and Paying Agent

  	
   

  
	
  Section 16.10.

  	
  Distribution or Notice to Representative

  	
   

  
	
  Section 16.11.

  	
  Article 16 Not to Prevent Events of
  Default or Limit Right to Accelerate

  	
   

  
	
  Section 16.12.

  	
  Trust Monies Not Subordinated

  	
   

  
	
  Section 16.13.

  	
  Trustee Entitled to Rely

  	
   

  
	
  Section 16.14.

  	
  Trustee to Effectuate Subordination

  	
   

  
	
  Section 16.15.

  	
  Trustee Not Fiduciary for Holders of Senior
  Indebtedness

  	
   

  
	
  Section 16.16.

  	
  Reliance by Noteholders of Senior
  Indebtedness on Subordination Provisions

  	
   

  
	
   

  	
   

  
	
  ARTICLE 17

  SUBSIDIARY GUARANTEES

  	
   

  
	
   

  	
   

  
	
  Section 17.01.

  	
  Subsidiary Guarantors

  	
   

  
	
  Section 17.02.

  	
  Subsidiary Guarantees

  	
   

  
	
  Section 17.03.

  	
  Limitation on Liability

  	
   

  
	
  Section 17.04.

  	
  Successors and Assigns

  	
   

  
	
  Section 17.05.

  	
  No Waiver

  	
   

  
	
  Section 17.06.

  	
  Modification

  	
   

  
	
  Section 17.07.

  	
  Execution of Subsidiary Guarantee for
  Future Subsidiary Guarantors

  	
   

  
	
  Section 17.08.

  	
  Non-Impairment

  	
   

  



 


iv

















 


	
  ARTICLE 18

  SUBORDINATION OF THE SUBSIDIARY GUARANTEES

  	
   

  
	
   

  	
   

  
	
  Section 18.01.

  	
  Agreement to Subordinate

  	
   

  
	
  Section 18.02.

  	
  Liquidation, Dissolution, Bankruptcy

  	
   

  
	
  Section 18.03.

  	
  Default on Designated Senior Indebtedness
  of a Subsidiary Guarantor

  	
   

  
	
  Section 18.04.

  	
  Demand for Payment

  	
   

  
	
  Section 18.05.

  	
  When Distribution Must Be Paid Over

  	
   

  
	
  Section 18.06.

  	
  Subrogation

  	
   

  
	
  Section 18.07.

  	
  Relative Rights

  	
   

  
	
  Section 18.08.

  	
  Subordination May Not Be Impaired by a
  Subsidiary Note Guarantor

  	
   

  
	
  Section 18.09.

  	
  Rights of Trustee and Paying Agent

  	
   

  
	
  Section 18.10.

  	
  Distribution or Notice to Representative

  	
   

  
	
  Section 18.11.

  	
  Article 18 Not to Prevent Events of
  Default or Limit Right to Accelerate

  	
   

  
	
  Section 18.12.

  	
  Trustee Entitled to Rely

  	
   

  
	
  Section 18.13.

  	
  Trustee to Effectuate Subordination

  	
   

  
	
  Section 18.14.

  	
  Trustee Not Fiduciary for Holders of Senior
  Indebtedness of a Subsidiary Guarantor

  	
   

  
	
  Section 18.15.

  	
  Reliance by Noteholders of Senior
  Indebtedness of a Subsidiary Guarantor on Subordination Provisions

  	
   

  
	
  Section 18.16.

  	
  Trust Monies Not Subordinated

  	
   

  
	
   

  	
   

  
	
  ARTICLE 19

  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  
	
  Section 19.01.

  	
  Provisions Binding on Company’s Successors

  	
   

  
	
  Section 19.02.

  	
  Official Acts by Successor Corporation

  	
   

  
	
  Section 19.03.

  	
  Addresses for Notices, Etc

  	
   

  
	
  Section 19.04.

  	
  Governing Law

  	
   

  
	
  Section 19.05.

  	
  Evidence of Compliance with Conditions
  Precedent, Certificates to Trustee

  	
   

  
	
  Section 19.06.

  	
  Legal Holidays

  	
   

  
	
  Section 19.07.

  	
  Company Responsible for Making Calculations

  	
   

  
	
  Section 19.08.

  	
  Trust Indenture Act

  	
   

  
	
  Section 19.09.

  	
  No Security Interest Created

  	
   

  
	
  Section 19.10.

  	
  Benefits of Indenture

  	
   

  
	
  Section 19.11.

  	
  Table of Contents, Headings, Etc.

  	
   

  
	
  Section 19.12.

  	
  Authenticating Agent

  	
   

  
	
  Section 19.13.

  	
  Execution in Counterparts

  	
   

  
	
  Section 19.14.

  	
  Severability

  	
   

  
	
   

  	
   

  
	
  Exhibit
  A:

  	
  Form
  of Note

  	
   

  
	
  Exhibit
  B:

  	
  Form
  of Subsidiary Guarantee

  	
   

  
	
  Schedule
  I:

  	
  List
  of Subsidiary Guarantors

  	
   

  



 


v

















 


INDENTURE


 


INDENTURE dated as of
February 19, 2004, among Alliant Techsystems Inc., a Delaware corporation
(hereinafter called the “Company”), the Subsidiary Guarantors listed
on Schedule I hereto and BNY Midwest Trust Company, an Illinois trust company,
as trustee hereunder (hereinafter called the “Trustee”).


 


WITNESSETH:


 


WHEREAS, for its lawful
corporate purposes, the Company has duly authorized the issue of its 2.75%
Convertible Senior Subordinated Notes due 2024 (hereinafter called the “Notes”),
with the Subsidiary Guarantees (as defined herein) by the Subsidiary
Guarantors, in an aggregate principal amount not to exceed $280,000,000, and,
to provide the terms and conditions upon which the Notes are to be
authenticated, issued and delivered, the Company has duly authorized the
execution and delivery of this Indenture; and


 


WHEREAS, the Notes, the
certificate of authentication to be borne by the Notes, a form of assignment, a
form of fundamental change repurchase election, a form of Company repurchase
election and a form of conversion notice to be borne by the Notes are to be
substantially in the forms hereinafter provided for; and


 


WHEREAS, all acts and
things necessary to make the Notes, when executed by the Company and
authenticated and delivered by the Trustee or a duly authorized authenticating
agent, and the Subsidiary Guarantees, when executed and delivered by the
Subsidiary Guarantors, in each case in accordance with the terms of this Indenture,
the valid, binding and legal obligations of the Company and the Subsidiary
Guarantors, and to constitute this Indenture a valid agreement according to its
terms, have been done and performed, and the execution of this Indenture and
the issue hereunder of the Notes and the Subsidiary Guarantees have in all
respects been duly authorized; and all acts and things necessary to duly
authorize the issuance of the Common Stock of the Company initially issuable
upon conversion of the Notes, and to duly reserve for issuance the number of
shares of Common Stock initially issuable upon such conversion, have been done;


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


That in order to declare
the terms and conditions upon which the Notes are, and are to be, authenticated,
issued and delivered, and the Subsidiary Guarantees are, and are to be,
executed and delivered, and in consideration of the premises and of the
purchase and acceptance of the Notes and the Subsidiary Guarantees by the
holders thereof, the Company and the Subsidiary Guarantors covenant and agree
with the Trustee for the equal and proportionate benefit of the respective
holders from time to time of the Notes (except as otherwise provided below), as
follows:


 


ARTICLE 1

DEFINITIONS


 


Section 1.01.  Definitions.  The terms defined in this Section 1.01
(except as herein otherwise expressly provided) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section 1.01. 
All other


 

















 


terms used in this
Indenture that are defined in the Trust Indenture Act or which are by reference
therein defined in the Securities Act (except as herein otherwise expressly
provided or unless the context otherwise requires) shall have the meanings
assigned to such terms in the Trust Indenture Act and in the Securities Act as
in force at the date of the execution of this Indenture.  The words “herein”, “hereof”,
“hereunder”
and words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other Subdivision.  The terms defined in this Article include the plural as well as
the singular.


 


“Additional Amounts” has the
meaning specified for “Additional Amounts” in Section 3(a) of the Registration
Rights Agreement.


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified Person.  For the purposes of this definition, “control”,
when used with respect to any specified Person means the power to direct or
cause the direction of the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise, and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.


 


“Applicable Five-Day Trading Period”
means, with respect to any Interest Period as to which Contingent Interest may
be payable, the five Trading Days ending on the third trading day immediately
preceding the first day of such Interest Period.


 


“Bank Indebtedness” means any
and all amounts payable under or in respect of the Credit Agreement and any
refinancing indebtedness (including, without limitation, any renewals,
replacements, refundings, restatements, substitutions or any other refinancings
of any kind) with respect thereto that may be incurred from time to time
(whether before or after termination of the Credit Agreement) (including
increasing the amount available for borrowing thereunder and including refinancings
with the same or different lenders or agents), as amended, modified or
supplemented from time to time, including principal, premium, if any, interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim
for post-filing interest is allowed in such proceedings), fees, charges,
expenses, reimbursement obligations, guarantees and all other amounts payable
thereunder or in respect thereof.


 


“Bankruptcy Custodian” means
any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law.


 


“Bankruptcy Law” means
Title 11, United States Code, or any similar Federal or state law for the
relief of debtors.


 


“Board of Directors” means the
Board of Directors of the Company or a committee of such Board duly authorized
to act for it hereunder.


 


“Business Day” means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which commercial banks are authorized or required by law, regulation or
executive order to close in The City of New York.


 


2

















 


“capital stock” of any Person
means any and all shares (including ordinary shares of american depositary
shares), interests, participations or other equivalents however designated of
corporate stock or other equity participations, including partnership
interests, whether general or limited, of such Person and any rights (other
than debt securities convertible or exchangeable into an equity interest),
warrants or options to acquire an equity interest in such Person.


 


“cash” means U.S. legal
tender.


 


“Code” means the Internal
Revenue Code of 1986, as amended.


 


“Commission” means the
Securities and Exchange Commission, or, if at any time after the execution of
this Indenture such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.


 


“Common Stock” means any stock
of any class of the Company which has no preference in respect of dividends or
of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company and which is not subject to redemption
by the Company.  Subject to the
provisions of Section 15.06, however, shares issuable on conversion of Notes
shall include only shares of the class designated as common stock of the
Company at the date of this Indenture (namely, the Common Stock, par value
$0.01 per share, of the Company) or shares of any class or classes resulting
from any reclassification or reclassifications thereof and which have no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which are not subject to redemption by the Company; provided that if at any
time there shall be more than one such resulting class, the shares of each such
class then so issuable on conversion shall be substantially in the proportion
which the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.


 


“Company” means the
corporation named as the “Company” in the first paragraph of this
Indenture, and, subject to the provisions of Article 12 and Section 15.06,
shall include its successors and assigns.


 


“Conversion Agent” means the
Trustee or such other office or agency designated by the Company where Notes
may be presented for conversion.


 


“Conversion Price” as of any
day means $1,000 divided by the Conversion Rate as of such date and rounded to
the nearest cent.  The Conversion Price
shall initially be $79.46 per share of Common Stock.


 


“Corporate Trust Office” or
other similar term, means the designated office of the Trustee at which at any
particular time its corporate trust business as it relates to this Indenture
shall be administered, which office is, at the date as of which this Indenture
is dated, located at    BNY Midwest
Trust Company, 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602,
Attention: Corporate Trust Department.


 


“Credit Agreement” means the
Amended and Restated Credit Agreement, dated as of April 20, 2001, among the
Company, the borrowing subsidiaries named therein, the lenders named therein,
and JPMorgan Chase Bank, as administrative agent, as amended, restated,


 


3

















 


supplemented,
waived, replaced, whether or not upon termination, and whether with the
original lenders or otherwise, refinanced, restructured or otherwise modified
from time to time.


 


“Current Market Price” per
share of Common Stock means, with respect to any date of determination, the
average of the Last Reported Sale Price for the 10 consecutive Trading Days
from and including the Ex-Dividend Date with respect to the issuance or
distribution requiring such computation. 
If another issuance or distribution to which Section 15.05 applies occurs
during the period applicable for calculating “Current Market Price”
pursuant to this definition, “Current Market Price” shall be calculated
for such period in a manner determined by the Board of Directors to reflect the
impact of such issuance, distribution, subdivision or combination on the Last
Reported Sale Price of the Common Stock during such period.


 


“Custodian” means BNY Midwest
Trust Company, as custodian with respect to the Notes in global form, or any
successor entity thereto.


 


“Default” means any event that
is, or after notice or passage of time, or both, would be, an Event of Default.


 


“Depositary” means, the
clearing agency registered under the Exchange Act that is designated to act as
the Depositary for the Global Notes. 
The Depository Trust Company shall be the initial Depositary, until a
successor shall have been appointed and become such pursuant to the applicable
provisions of this Indenture, and thereafter, “Depositary” shall mean or
include such successor.


 


“Designated Senior Indebtedness”
of the Company means (a) the Bank Indebtedness and (b) any other
Senior Indebtedness of the Company that, at the date of determination, has an
aggregate principal amount outstanding of, or under which, at the date of
determination, the holders thereof are committed to lend up to, at least $25,000,000
and is specifically designated by the Company in the instrument evidencing or
governing such Senior Indebtedness as “Designated Senior Indebtedness” for
purposes of this Indenture.  “Designated
Senior Indebtedness” of a Subsidiary Guarantor has a correlative
meaning.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder, as in effect from time to time.


 


“Ex-Dividend Date” means, with
respect to any issuance or distribution on shares of Common Stock, the first
date on which the shares of Common Stock trade regular way on the principal
securities market on which the shares of Common Stock are then traded without
the right to receive such issuance or distribution.


 


“Fundamental Change” means the
occurrence of any of the following:


 


(i)            any “person” (as such term is used
in Sections 13(d) of the Exchange Act) other than the Company, its
subsidiaries or the Company’s or its subsidiaries’ employee benefit plans, is
or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5
under the Exchange Act, except that for purposes of this clause (i) such
person shall be deemed to have “beneficial ownership” of all shares that any
such person has the right to acquire), directly or indirectly, of more than 50%
of the total voting power of the Voting Stock of the Company and (for the
purposes of this clause (i), a person shall be deemed to beneficially own
any Voting Stock of an


 


4

















 


entity held by any other
entity (the “parent entity”), if such other person is the beneficial owner (as
defined in this clause (i)), directly or indirectly, of more than 50% of
the voting power of the Voting Stock of the parent entity);


 


(ii)           during any period of two consecutive
years, individuals who at the beginning of such period constituted the Board of
Directors of the Company (together with any new directors whose election by
such Board of Directors of the Company or whose nomination for election by the
stockholders of the Company was approved by a vote of a majority of the
directors of the Company then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors of the Company then in office;


 


(iii)          the adoption of a plan relating to the
liquidation or dissolution of the Company; or


 


(iv)          the merger or consolidation of the
Company with or into another Person or the merger of another Person with or
into the Company, or the sale of all or substantially all the assets of the
Company to another Person, and, in the case of any such merger, consolidation
or sale, the securities of the Company that are outstanding immediately prior
to such transaction and which represent 100% of the aggregate voting power of
the Voting Stock of the Company are changed into or exchanged for cash,
securities or property, unless pursuant to such transaction such securities are
changed into or exchanged for, in addition to any other consideration,
securities of the surviving Person or transferee that represent, immediately
after such transaction, at least a majority of the aggregate voting power of
the Voting Stock of the surviving Person or transferee.


 


A Fundamental Change will
not be deemed to have occurred in respect of any of the foregoing, however, if
either:


 


(i)            the Last Reported Sale Price of the
Common Stock for any five Trading Days within the 10 consecutive Trading Days
ending immediately before the later of the Fundamental Change or the public
announcement thereof, equals or exceeds 105% of the Conversion Price of the
Notes immediately before the Fundamental Change or the public announcement
thereof; or


 


(ii)           at least 90% of the consideration,
excluding cash payments for fractional shares, in the transaction or
transactions constituting the Fundamental Change consists of shares of capital
stock traded on a national securities exchange or quoted on the Nasdaq National
Market or which will be so traded or quoted when issued or exchanged in
connection with a Fundamental Change (these securities being referred to as
“publicly traded securities”) and as a result of this transaction or
transactions the Notes become convertible into such publicly traded securities.


 


“Guarantee” means any
obligation, contingent or otherwise, of any Person directly or indirectly
guaranteeing any Indebtedness or other obligation of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person
(a) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation of such other Person (whether
arising by virtue of partnership arrangements, or by agreement to keep-well, to
purchase assets, goods, securities or services, to take-or-pay, or to maintain
financial statement conditions or otherwise) or (b) entered into for
purposes of assuring in any


 


5

















 


other manner the
obligee of such Indebtedness or other obligation of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part); provided,
however, that the term “Guarantee” shall not include endorsements
for collection or deposit in the ordinary course of business.  The term “Guarantee” used as a verb has
a corresponding meaning.  The term
“Guarantor” shall mean any Person Guaranteeing any obligation.


 


“Incur” means issue, assume,
Guarantee, incur or otherwise become liable for; provided, however,
that any Indebtedness or capital stock of a Person existing at the time such
Person becomes a Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to be Incurred by such Person at the time it becomes
a Subsidiary.  The term “Incurrence”
when used as a noun shall have a correlative meaning.  The accretion of principal of a non-interest bearing or other
discount security shall not be deemed the Incurrence of Indebtedness.


 


“Indebtedness” means, with
respect to any Person on any date of determination, without duplication, the
principal or face amount of (i) all obligations for borrowed money, (ii) all
obligations evidenced by notes, notes or other similar instruments, (iii) all
obligations in respect of letters of credit or bankers acceptances or similar
instruments (or reimbursement obligations with respect thereto), (iv) all
obligations to pay the deferred purchase price of property or services, (v) all
obligations as lessee which are capitalized in accordance with generally
accepted accounting principles, and (vi) all Indebtedness of others guaranteed
by such Person or any of its Subsidiaries or for which such Person or any of
its Subsidiaries is legally responsible or liable (whether by agreement to
purchase indebtedness of, or to supply funds or to invest in, others).


 


“Indenture” means this
instrument as originally executed or, if amended or supplemented as herein
provided, as so amended or supplemented.


 


“Interest” means, when used
with reference to the Notes, any interest payable under the terms of the Notes,
including Contingent Interest, if any, and Additional Amounts, if any, payable
under the terms of the Registration Rights Agreement.


 


“Interest Payment Date” means
February 15 and August 15 of each year, commencing August 15, 2004.


 


“Interest Period” means (i)
with respect to the first interest period, the period from the first Original
Issuance Date of the Notes to and including August 14, 2004 and (ii)
thereafter, any six-month period from August 15 to and including February 14
and from February 15 to and including August 14, commencing on or after August
15, 2004 and ending before the Stated Maturity, except that with respect to the
first period for which Contingent Interest is payable, such period shall be from
August 20, 2009 to and including February 14, 2010.


 


“Last Reported Sale Price” of
the Common Stock on any date means the closing sale price per share (or if no
closing sale price is reported, the average of the bid and asked prices or, if
more than one in either case, the average of the average bid and the average
asked prices) on that date as reported in composite transactions for the
principal U.S. securities exchange on which the Common Stock is traded or, if
the Common Stock is not listed on a U.S. national or regional securities
exchange, as reported by the Nasdaq National Market.  If the Common Stock is not listed for trading on a U.S. national
or regional securities exchange and not reported by the


 


6

















 


Nasdaq National
Market on the relevant date, the “Last Reported Sale Price” will be the last
quoted bid price for the Common Stock in the over-the-counter market on the
relevant date as reported by the National Quotation Bureau Incorporated or
similar organization.  If the Common
Stock is not so quoted, the “Last Reported Sale Price” will be the average of
the mid-point of the last bid and asked prices for the Common Stock on the
relevant date quoted by each of at least three nationally recognized independent
investment banking firms selected by the Company for this purpose.


 


“Note” or “Notes”
means any Note or Notes, as the case may be, authenticated and delivered under
this Indenture, including any Global Note.


 


“Noteholder” or “holder”
as applied to any Note, or other similar terms (but excluding the term “beneficial
holder”), means any Person in whose name at the time a particular
Note is registered on the Note Registrar’s books.


 


“Officers’ Certificate”, when
used with respect to the Company or a Subsidiary Guarantor, means a certificate
signed by any two of the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Financial Officer, the Chief Operating Officer, any
Vice President (whether or not designated by a number or numbers or word or
words added before or after the title “Vice President”), the Treasurer or the
Secretary of the Company or such Subsidiary Guarantor, as the case may be;
provided that the Officers’ Certificate delivered on the date hereof pursuant
to Section 19.05 may be signed by any one of the foregoing.


 


“Opinion of Counsel” means an
opinion in writing signed by legal counsel, who may be an employee of or
counsel to the Company.


 


“Original Issue Date” means
February 19, 2004.


 


“outstanding”, when used with reference
to Notes and subject to the provisions of Section 9.04, means, as of any
particular time, all Notes authenticated and delivered by the Trustee under
this Indenture, except:


 


(a)           Notes theretofore canceled by the
Trustee or delivered to the Trustee for cancellation;


 


(b)           Notes, or portions thereof, (i) for
the redemption of which monies in the necessary amount shall have been
deposited in trust with the Trustee or with any Paying Agent (other than the
Company) or (ii) which shall have been otherwise discharged in accordance with
Article 13;


 


(c)           Notes in lieu of which, or in
substitution for which, other Notes shall have been authenticated and delivered
pursuant to the terms of Section 2.06; and


 


(d)           Notes converted into Common Stock
pursuant to Article 15 and Notes deemed not outstanding pursuant to Article 3.


 


“Paying Agent” means the
Trustee or such other office or agency designated by the Company where Notes
may be presented for payment.


 


7

















 


“Person” means a corporation,
an association, a partnership, a limited liability company, an individual, a
joint venture, a joint stock company, a trust, an unincorporated organization
or a government or an agency or a political subdivision thereof.


 


“Portal Market” means the
Private Offerings Resales and Trading through Automated Linkages Market
operated by the National Association of Securities Dealers, Inc. or any
successor thereto.


 


“Predecessor Note” of any
particular Note means every previous Note evidencing all or a portion of the
same debt as that evidenced by such particular Note, and, for the purposes of
this definition, any Note authenticated and delivered under Section 2.06 in
lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the lost, destroyed or stolen Note that it replaces.


 


“Registration Rights Agreement”
means the Registration Rights Agreement dated as of February 19, 2004, among
the Company, the Subsidiary Guarantors and the initial purchasers identified
therein, as amended from time to time in accordance with its terms.


 


“Regular Record Date” means,
with respect to each Interest Payment Date, the close of business on the
February 1 or August 1 next preceding such Interest Payment Date (whether or
not a Business Day).


 


“Representative” means the
trustee, agent or representative (if any) for an issue of Senior Indebtedness.


 


“Repurchase Date” means the
Fundamental Change Repurchase Date or the Company Repurchase Date, as
applicable.


 


“Repurchase Election” means the
Fundamental Change Repurchase Election or the Company Repurchase Election, as
applicable.


 


“Repurchase Price” means the
Fundamental Change Repurchase Price or the Company Repurchase Price, as
applicable.


 


“Responsible Officer” means,
when used with respect to the Trustee, any officer within the corporate trust
department of the Trustee with direct responsibility for the administration of
this Indenture and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of such
person’s knowledge of any familiarity with the particular subject and who shall
have direct responsibility for the administration of this Indenture.


 


“Rule 144A” means Rule 144A as
promulgated under the Securities Act.


 


“Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, as in effect from time to time.


 


“Senior Indebtedness” of the
Company or any Subsidiary Guarantor means the principal of, premium (if any)
and accrued and unpaid interest on (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization of the Company or
any Subsidiary


 


8

















 


Guarantor,
regardless of whether or not a claim for post-filing interest is allowed in
such proceedings) and fees and other amounts (including expenses, reimbursement
obligations under letters of credit and indemnities) owing in respect of, Bank
Indebtedness and all other Indebtedness of the Company or any Subsidiary
Guarantor, as applicable, whether outstanding on the date of this Indenture or
thereafter Incurred, unless in the instrument creating or evidencing the same
or pursuant to which the same is outstanding it is provided that such obligations
are not superior in right of payment to the Notes or such Subsidiary
Guarantor’s Subsidiary Guarantee, as applicable; provided, however,
that Senior Indebtedness of the Company or any Subsidiary Guarantor shall not
include (a) any obligation of the Company to any Subsidiary of the Company
or of such Subsidiary Guarantor to the Company or any other Subsidiary of the
Company, (b) any liability for Federal, state, local or other taxes owed
or owing by the Company or such Subsidiary Guarantor, (c) any accounts
payable or other liability to trade creditors arising in the ordinary course of
business (including Guarantees thereof or instruments evidencing such
liabilities) and any amounts owed for compensation to employees, (d) any
Indebtedness or obligation of the Company or such Subsidiary Guarantor, as
applicable, and any accrued and unpaid interest in respect thereof that by its
terms is subordinate or junior in any respect to any other Indebtedness or
obligation of the Company or such Subsidiary Guarantor, as applicable,
including any Senior Subordinated Indebtedness and any Subordinated Obligations
of the Company or such Subsidiary Guarantor, (e) any obligations with
respect to any capital stock or (f) any Indebtedness Incurred in violation
of the indenture, dated as of May 14, 2001, among the Company, the
subsidiary guarantors listed therein, and BNY Midwest Trust Company or any
other existing or future Senior Subordinated Indebtedness of the Company.


 


“Senior Subordinated Indebtedness”
of the Company means the Notes and any other Indebtedness of the Company that
specifically provides that such Indebtedness is to rank pari  passu
with the Notes in right of payment and is not subordinated by its terms in
right of payment to any Indebtedness or other obligation of the Company which
is not Senior Indebtedness.  Such term
includes the Company’s 81⁄2% Senior Subordinated Notes due 2011 and the
subisidary guarantees thereto.  “Senior
Subordinated Indebtedness” of a Subsidiary Guarantor has a
correlative meaning.


 


“Significant Subsidiary” means
any Subsidiary Guarantor that would be a “Significant Subsidiary” of the
Company within the meaning of Rule 1-02 under Regulation S-X
promulgated by the Commission.


 


“Spin-off Market Price” per
share of Common Stock of the Company or the capital stock of, or similar equity
interests in, a Subsidiary or other business unit of the Company on any day
means the average of the daily Last Reported Sale Price for the 10 consecutive
Trading Days commencing on and including the fifth Trading Day after the
Ex-Dividend Date with respect to the issuance or distribution requiring such
computation.


 


“Stated Maturity” means
February 15, 2024.


 


“Stock Record Date” means,
with respect to any dividend, distribution or other transaction or event in
which the holders of Common Stock have the right to receive any cash,
securities or other property or in which the Common Stock (or other applicable
security) is exchanged for or converted into any combination of cash,
securities or other property, the date


 


9

















 


fixed for
determination of stockholders entitled to receive such cash, securities or
other property (whether such date is fixed by the Board of Directors or by
statute, contract or otherwise).


 


“Subordinated Obligation”
means any Indebtedness of the Company (whether outstanding on the date of this
Indenture or thereafter Incurred) that is subordinate or junior in right of
payment to the Notes pursuant to a written agreement.  “Subordinated Obligation” of a Subsidiary Guarantor has a
correlative meaning.


 


“Subsidiary” of any Person
means any corporation, association or other business entity of which more than
50% of the total voting power of shares of capital stock or other equity
interest (including partnership interests) entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or indirectly,
by such Person or one or more of the other subsidiaries of that Person (or a
combination thereof).


 


“Subsidiary Guarantee” means
each Guarantee of the obligations with respect to the Notes issued by a
Subsidiary of the Company pursuant to the terms of this Indenture.


 


“Subsidiary Guarantor” means any
Subsidiary of the Company that has issued a Subsidiary Guarantee.


 


“Trading Day” means a day
during which trading in securities generally occurs on the New York Stock
Exchange or, if the Common Stock is not listed on the New York Stock Exchange,
on the principal other national or regional securities exchange on which the
Common Stock are then listed or, if the Common Stock are not listed on a
national or regional securities exchange, on the National Association of
Securities Dealers Automated Quotation System or, if the Common Stock is not
quoted on the National Association of Securities Dealers Automated Quotation
System, on the principal other market on which the Common Stock are then traded
(provided that no day on which trading of the Common Stock is suspended on such
exchange or other trading market will count as a Trading Day).


 


“Trading Price” of a Notes
means, as of any date of determination, the average of the secondary market bid
quotations per $1,000 principal amount of Notes obtained by the Trustee for
$5,000,000 aggregate principal amount of Notes at approximately 3:30 p.m., New
York City time, on such determination date from three nationally recognized
securities dealers (none of which shall be an Affiliate of the Company)
selected by the Company; provided, however, that if (i) (a) at
least three such bids cannot reasonably be obtained by the Trustee, but two
such bids are obtained, then the average of the two bids shall be used, and (b)
only one such bid can be reasonably obtained by the Trustee, then that one bid
shall be used, or (ii) in the Company’s reasonable judgment, the bid quotations
are not indicative of the secondary market value of the Notes as of such
determination date, then the Trading Price per $1,000 principal amount of the Notes
for such determination date shall equal (1) the Conversion Rate in effect as of
such determination date multiplied by (2) the average Last Reported Sale Price
of the Common Stock for the five Trading Days ending on such determination
date, appropriately adjusted to take into account the occurrence, during the
period commencing on the first of such Trading Days during such five Trading
Day period and ending on such determination date, of any event described in
Section 15.05 or Section 15.06.


 


10

















 


“Trust Indenture Act” means
the Trust Indenture Act of 1939, as amended, as it was in force at the date of
this Indenture, except as provided in Sections 11.03 and 15.06; provided that
if the Trust Indenture Act of 1939 is amended after the date hereof, the term “Trust
Indenture Act” shall mean, to the extent required by such amendment,
the Trust Indenture Act of 1939 as so amended.


 


“Trustee” means BNY Midwest
Trust Company and its successors and any corporation resulting from or
surviving any consolidation or merger to which it or its successors may be a
party and any successor trustee at the time serving as successor trustee
hereunder.


 


“Voting Stock” of a Person
means all classes of capital stock or other interests (including partnership
interests) of such Person then outstanding and normally entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof.


 


Section 1.02.  Other
Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Additional Amounts
  Notice”

  	
   

  	
  5.09

  
	
  “Adjustment Event”

  	
   

  	
  15.05(l)

  
	
  “Agent Members”

  	
   

  	
  2.05(b)(v)

  
	
  “Blockage Notice”

  	
   

  	
  16.03

  
	
  “Cash Amount”

  	
   

  	
  15.02(i)

  
	
  “Cash Settlement
  Averaging Period”

  	
   

  	
  15.02(g)

  
	
  “Cash Settlement Notice
  Period”

  	
   

  	
  15.02(h)(i)

  
	
  “Company Repurchase
  Date”

  	
   

  	
  3.06(a)

  
	
  “Company Repurchase
  Election”

  	
   

  	
  3.06(c)(i)

  
	
  “Company Repurchase
  Notice”

  	
   

  	
  3.06(b)

  
	
  “Company Repurchase
  Price”

  	
   

  	
  3.06(a)

  
	
  “Contingent Interest”

  	
   

  	
  4.01

  
	
  “Conversion Date”

  	
   

  	
  15.02(c)

  
	
  “Conversion Notice”

  	
   

  	
  15.02(a)

  
	
  “Conversion Obligation”

  	
   

  	
  15.02(g)

  
	
  “Conversion Rate”

  	
   

  	
  15.04

  
	
  “Conversion Retraction
  Period”

  	
   

  	
  15.02(h)(i)

  
	
  “Defaulted Interest”

  	
   

  	
  2.03

  
	
  “Determination Date”

  	
   

  	
  15.05(l)

  
	
  “Election Date”

  	
   

  	
  15.02(g)

  
	
  “Event of Default”

  	
   

  	
  7.01

  
	
  “Expiration Time”

  	
   

  	
  15.05(e)

  
	
  “Final Maturity Notice”

  	
   

  	
  3.09

  
	
  “Final Notice Date”

  	
   

  	
  15.02(h)

  
	
  “Fundamental Change
  Offer”

  	
   

  	
  3.05(b)

  
	
  “Fundamental Change
  Repurchase Election”

  	
   

  	
  3.05(c)(i)

  
	
  “Fundamental Change
  Repurchase Date”

  	
   

  	
  3.05(a)

  
	
  “Fundamental Change
  Repurchase Price”

  	
   

  	
  3.05(a)

  



 


11

















 


	
  “Global Note”

  	
   

  	
  2.02

  
	
  “Guarantee Blockage
  Notice”

  	
   

  	
  18.03

  
	
  “Guarantee Payment
  Blockage Period”

  	
   

  	
  18.03

  
	
  “Guaranteed
  Obligations”

  	
   

  	
  17.02

  
	
  “non-electing share”

  	
   

  	
  15.06

  
	
  “Note Register”

  	
   

  	
  2.05(a)

  
	
  “Note Registrar”

  	
   

  	
  2.05(a)

  
	
  “Payment Blockage
  Period”

  	
   

  	
  16.03

  
	
  “pay its Guarantee”

  	
   

  	
  18.03

  
	
  “pay the Notes”

  	
   

  	
  16.03

  
	
  “Purchased Shares”

  	
   

  	
  15.05(e)(i)

  
	
  “Redemption Date”

  	
   

  	
  3.02(a)

  
	
  “Redemption Notice”

  	
   

  	
  3.02(a)

  
	
  “Redemption Price”

  	
   

  	
  3.01

  
	
  “Restricted Securities”

  	
   

  	
  2.05(c)

  
	
  “Special Record Date”

  	
   

  	
  2.03

  
	
  “S&P”

  	
   

  	
  15.01(a)(v)

  
	
  “Successor Company”

  	
   

  	
  12.01(a)

  
	
  “Successor Guarantor”

  	
   

  	
  12.01(b)

  



 


ARTICLE 2

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES


 


Section 2.01.  Designation Amount and Issue of Notes.  The Notes shall be designated as “2.75% Convertible
Senior Subordinated Notes due 2024”.  Notes not to exceed the aggregate principal amount of
$280,000,000 (except pursuant to Sections 2.05, 2.06, 3.05, 3.06 and 15.02
hereof) upon the execution of this Indenture, may be executed by the Company and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Notes to or upon the written order of the
Company, signed by its Chairman of the Board, its Chief Executive Officer, its
President, its Chief Financial Officer, its Chief Operating Officer, any Vice
President (whether or not designated by a number or numbers or word or words
added before or after the title “Vice President”), its Treasurer, its Secretary
or any Assistant Secretary, without any further action by the Company
hereunder.


 


Section 2.02.  Form of Notes.  The Notes and the Trustee’s certificate of
authentication to be borne by such Notes shall be substantially in the form set
forth in Exhibit A.  The terms and
provisions contained in the form of Note attached as Exhibit A hereto shall
constitute, and are hereby expressly made, a part of this Indenture and, to the
extent applicable, the Company and the Trustee, by their execution and delivery
of this Indenture, expressly agree to such terms and provisions and to be bound
thereby.


 


Any of the Notes may have
such letters, numbers or other marks of identification and such notations,
legends, endorsements or changes as the officers executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not
inconsistent with the provisions of this Indenture, or as may be required by
the Custodian, the Depositary or by the National Association of Securities
Dealers, Inc. in order for the Notes to be tradable on The Portal Market or as
may be required for the Notes to be tradable on any other


 


12

















 


market developed
for trading of securities pursuant to Rule 144A or as may be required to comply
with any applicable law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any securities exchange or automated quotation
system on which the Notes may be listed, or to conform to usage, or to indicate
any special limitations or restrictions to which any particular Notes are
subject.


 


So long as the Notes are
eligible for book-entry settlement with the Depositary, or unless otherwise
required by law, or otherwise contemplated by Section 2.05(b), all of the Notes
will be represented by one or more Notes in global form registered in the name
of the Depositary or the nominee of the Depositary (a “Global Note”).  The transfer and exchange of beneficial
interests in any such Global Note shall be effected through the Depositary in
accordance with this Indenture and the applicable procedures of the
Depositary.  Except as provided in
Section 2.05(b), beneficial holders of a Global Note shall not be entitled to
have certificates registered in their names, will not receive or be entitled to
receive physical delivery of certificates in definitive form and will not be
considered holders of such Global Note.


 


Any Global Note shall
represent such of the outstanding Notes as shall be specified therein and shall
provide that it shall represent the aggregate amount of outstanding Notes from
time to time endorsed thereon and that the aggregate amount of outstanding
Notes represented thereby may from time to time be increased or reduced to
reflect redemptions, repurchases, conversions, transfers or exchanges permitted
hereby.  Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in such manner and upon instructions
given by the holder of such Notes in accordance with this Indenture.  Payment of principal of and Interest on any
Global Note shall be made to the holder of such Note.


 


Section 2.03.  Date and Denomination of Notes; Payments of Interest.  The Notes shall be issuable in registered
form without coupons in denominations of $1,000 principal amount and integral
multiples thereof.  Each Note shall be
dated the date of its authentication and shall bear interest from the date
specified on the face of the form of Note attached as Exhibit A hereto.  Interest on the Notes shall be computed on
the basis of a 360-day year comprised of twelve 30-day months.


 


The Person in whose name
any Note (or its Predecessor Note) is registered on the Note Register at the
close of business on the Regular Record Date with respect to an Interest
Payment Date shall be entitled to receive the Interest payable on such Interest
Payment Date, except that the Interest payable upon redemption or repurchase
will be payable to the Person to whom principal is payable pursuant to such
redemption or repurchase (unless the Redemption Date or the Repurchase Date, as
the case may be, is an Interest Payment Date, in which case the semi-annual
payment of interest becoming due on such date shall be payable to the holders
of such Notes registered as such on the applicable Regular Record Date).  Notwithstanding the foregoing, if any Note
(or portion thereof) is converted into Common Stock during the period after a Regular
Record Date to, but excluding, the next succeeding Interest Payment Date and
such Note (or portion thereof) has been called or tendered for redemption on a
Redemption Date which occurs during such period, the Company shall not be
required to pay interest on such Interest Payment Date in respect of any such
Note (or portion thereof), except as provided in Section 15.02(d).  Interest shall be payable at the office of
the Company maintained by the


 


13

















 


Company for such
purposes in the Borough of Manhattan, City of New York, which shall initially
be an office or agency of the Trustee. 
The Company shall pay Interest (i) on any Notes in certificated form by
check mailed to the address of the Person entitled thereto as it appears in the
Note Register (or upon written notice from the registered holder thereof, by
wire transfer in immediately available funds, if such Person is entitled to
Interest on Notes with an aggregate principal amount in excess of $2,000,000)
or (ii) on any Global Note by wire transfer of immediately available funds to
the account of the Depositary or its nominee.


 


Any Interest on any Note
which is payable, but is not punctually paid or duly provided for, on any
August 15 or February 15 (herein called “Defaulted Interest”) shall forthwith cease
to be payable to the Noteholder on the relevant Regular Record Date by virtue
of his having been such Noteholder, and such Defaulted Interest shall be paid
by the Company, at its election in each case, as provided in clause (1) or (2)
below:


 


(1)           The Company may elect to make payment
of any Defaulted Interest to the Persons in whose names the Notes (or their
respective Predecessor Notes) are registered at the close of business on a “Special
Record Date” for the payment of such Defaulted Interest, which shall
be the date fixed in the following manner. 
The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Note and the date of the
proposed payment (which shall be not less than 25 days after the receipt by the
Trustee of such notice, unless the Trustee shall consent to an earlier date),
and at the same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Trustee for such deposit on or
prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as
in this clause provided.  Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest that shall be not more than 15 days and not less than ten days prior
to the date of the proposed payment, and not less than ten days after the receipt
by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to each holder
at his address as it appears in the Note Register, not less than ten days prior
to such Special Record Date.  Notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid to the
Persons in whose names the Notes (or their respective Predecessor Notes) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2) of this Section 2.03.


 


(2)           The Company may make payment of any
Defaulted Interest in any other lawful manner not inconsistent with the
requirements of any securities exchange or automated quotation system on which
the Notes may be listed or designated for issuance, and upon such notice as may
be required by such exchange or automated quotation system, if, after notice
given by the Company to the Trustee of the proposed payment pursuant to this
clause, such manner of payment shall be deemed practicable by the Trustee.


 


Section 2.04.  Execution of Notes.  The Notes shall be signed in the name and on
behalf of the Company by the manual or facsimile signature of its President,
Chief Executive Officer, Chief Financial Officer, any Vice President (whether
or not designated by a number or numbers


 


14

















 


or word or words added
before or after the title “Vice President”), its Treasurer, its Secretary or
any Assistant Secretary.  Only such
Notes as shall bear thereon a certificate of authentication substantially in
the form set forth on the form of Note attached as Exhibit A hereto, manually
executed by the Trustee (or an authenticating agent appointed by the Trustee as
provided by Section 19.12), shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose. 
Such certificate by the Trustee (or such an authenticating agent) upon
any Note executed by the Company shall be conclusive evidence that the Note so
authenticated has been duly authenticated and delivered hereunder and that the
holder is entitled to the benefits of this Indenture.


 


In case any officer of
the Company who shall have signed any of the Notes shall cease to be such
officer before the Notes so signed shall have been authenticated and delivered
by the Trustee, or disposed of by the Company, such Notes nevertheless may be
authenticated and delivered or disposed of as though the person who signed such
Notes had not ceased to be such officer of the Company, and any Note may be
signed on behalf of the Company by such persons as, at the actual date of the
execution of such Note, shall be the proper officers of the Company, although
at the date of the execution of this Indenture any such person was not such an
officer.


 


Section 2.05.  Exchange and Registration of Transfer of Notes;
Restrictions on Transfer. 
(a)  The Company shall cause to
be kept at the Corporate Trust Office a register (the register maintained in
such office and in any other office or agency of the Company designated
pursuant to Section 5.02 being herein sometimes collectively referred to as the
“Note
Register”) in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of Notes and of
transfers of Notes.  The Note Register
shall be in written form or in any form capable of being converted into written
form within a reasonably prompt period of time.  The Trustee is hereby appointed “Note Registrar” for the
purpose of registering Notes and transfers of Notes as herein provided.  The Company may appoint one or more
co-registrars in accordance with Section 5.02.


 


Upon surrender for
registration of transfer of any Note to the Note Registrar or any co-registrar,
and satisfaction of the requirements for such transfer set forth in this
Section 2.05, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Notes of any authorized denominations and of a like aggregate principal
amount and bearing such restrictive legends as may be required by this
Indenture.


 


Notes may be exchanged
for other Notes of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Notes to be exchanged at any such
office or agency maintained by the Company pursuant to Section 5.02.  Whenever any Notes are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Notes that the Noteholder making the exchange is entitled to
receive bearing registration numbers not contemporaneously outstanding.


 


All Notes issued upon any
registration of transfer or exchange of Notes shall be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Notes surrendered upon such registration of transfer or
exchange.


 


15

















 


All Notes presented or
surrendered for registration of transfer or for exchange, redemption,
repurchase or conversion shall (if so required by the Company or the Note
Registrar) be duly endorsed, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company, duly executed by
the Noteholder thereof or his attorney duly authorized in writing.


 


No service charge shall
be made to any holder for any registration of, transfer or exchange of Notes,
but the Company may require payment by the holder of a sum sufficient to cover
any tax, assessment or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes.


 


Neither the Company nor
the Trustee nor any Note Registrar shall be required to exchange or register a
transfer of (a) any Notes for a period of 15 days next preceding any selection
of Notes to be redeemed, (b) any Notes or portions thereof called for
redemption pursuant to Section 3.01 (c) any Notes or portions thereof
surrendered for conversion pursuant to Article 15, (d) any Notes or portions
thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.05 or
(e) any Notes or portions thereof tendered for repurchase (and not withdrawn)
pursuant to Section 3.06.


 


(b)  The following provisions
shall apply only to Global Notes:


 


(i)            Each Global Note
authenticated under this Indenture shall be registered in the name of the
Depositary or a nominee thereof and delivered to such Depositary or a nominee
thereof or Custodian therefor, and each such Global Note shall constitute a
single Note for all purposes of this Indenture.


 


(ii)           Notwithstanding any
other provision in this Indenture, no Global Note may be exchanged in whole or
in part for Notes registered, and no transfer of a Global Note in whole or in
part may be registered, in the name of any Person other than the Depositary or
a nominee thereof unless (A) the Depositary (i) has notified the Company that
it is unwilling or unable to continue as Depositary for such Global Note and a
successor depositary has not been appointed by the Company within ninety days
or (ii) has ceased to be a clearing agency registered under the Exchange Act,
(B) an Event of Default has occurred and is continuing, or (C) the Company, in
its sole discretion, notifies the Trustee in writing that it no longer wishes
to have all the Notes represented by Global Notes.  Any Global Note exchanged pursuant to clause (A) or (B) above
shall be so exchanged in whole and not in part and any Global Note exchanged
pursuant to clause (C) above may be exchanged in whole or from time to time in
part as directed by the Company.  Any
Note issued in exchange for a Global Note or any portion thereof shall be a
Global Note; provided that any such Note so issued that is registered in the
name of a Person other than the Depositary or a nominee thereof shall not be a
Global Note.


 


(iii)          Securities issued
in exchange for a Global Note or any portion thereof pursuant to clause (ii)
above shall be issued in definitive, fully registered form, without interest
coupons, shall have an aggregate principal amount equal to that of such Global
Note or portion thereof to be so exchanged, shall be registered in such names
and be in such authorized denominations as the Depositary shall designate and
shall bear any


 


16

















 


legends
required hereunder.  Any Global Notes to
be exchanged in whole shall be surrendered by the Depositary to the Trustee, as
Note Registrar.  With regard to any
Global Note to be exchanged in part, either such Global Note shall be so
surrendered for exchange or, if the Trustee is acting as Custodian for the
Depositary or its nominee with respect to such Global Note, the principal
amount thereof shall be reduced, by an amount equal to the portion thereof to be
so exchanged, by means of an appropriate adjustment made on the records of the
Trustee.  Upon any such surrender or
adjustment, the Trustee shall authenticate and make available for delivery the
Note issuable on such exchange to or upon the written order of the Depositary
or an authorized representative thereof, as appropriate.


 


(iv)          In the event of the
occurrence of any of the events specified in clause (ii) above, the Company
will promptly make available to the Trustee a reasonable supply of certificated
Notes in definitive, fully registered form, without interest coupons.


 


(v)           Neither any members
of, or participants in, the Depositary (“Agent
Members”) nor any other Persons on whose behalf Agent Members may
act shall have any rights under this Indenture with respect to any Global Note
registered in the name of the Depositary or any nominee thereof, and the
Depositary or such nominee, as the case may be, may be treated by the Company,
the Trustee and any agent of the Company or the Trustee as the absolute owner
and holder of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or
the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or such nominee, as the case may be,
or impair, as between the Depositary, its Agent Members and any other Person on
whose behalf an Agent Member may act, the operation of customary practices of
such Persons governing the exercise of the rights of a beneficial holder of any
Note.


 


(vi)          At such time as all
interests in a Global Note have been redeemed, retired, repurchased, converted,
canceled or exchanged for Notes in certificated form, such Global Note shall,
upon receipt thereof, be canceled by the Trustee in accordance with standing
procedures and instructions existing between the Depositary and the
Custodian.  At any time prior to such
cancellation, if any interest in a Global Note is redeemed, retired, repurchased,
converted, canceled or exchanged for Notes in certificated form, the principal
amount of such Global Note shall, in accordance with the standing procedures
and instructions existing between the Depositary and the Custodian, be
appropriately reduced, and an endorsement shall be made on such Global Note, by
the Trustee or the Custodian, at the direction of the Trustee, to reflect such
reduction.


 


(c)  Every Note that bears or is
required under this Section 2.05(c) to bear the legend set forth in this Section
2.05(c) (together with any Common Stock issued upon conversion of the Notes and
required to bear the legend set forth in Section 2.05(d), collectively, the “Restricted Securities”) shall be subject to
the restrictions on transfer set forth in this Section 2.05(c) (including those
set forth in the legend below) unless such restrictions on transfer shall be
waived by written consent of the Company, and the holder of each such
Restricted Security, by such holder’s acceptance thereof, agrees to be bound by
all such restrictions on transfer.  As
used


 


17

















 


in Section
2.05(c) and 2.05(d), the term “transfer”
encompasses any sale, pledge, loan, transfer or other disposition whatsoever of
any Restricted Security or any interest therein.


 


Until the expiration of
the holding period applicable to sales thereof under Rule 144(k) under the
Securities Act (or any successor provision), any certificate evidencing such
Note (and all securities issued in exchange therefor or substitution thereof,
other than Common Stock, if any, issued upon conversion thereof, which shall
bear the legend set forth in Section 2.05(d), if applicable) shall bear a
legend in substantially the following form, unless such Note has been sold pursuant
to a registration statement that has been declared effective under the
Securities Act (and which continues to be effective at the time of such
transfer) or pursuant to Rule 144 under the Securities Act or any similar
provision then in force, or unless otherwise agreed by the Company in writing,
with written notice thereof to the Trustee:


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.  NEITHER THIS SECURITY NOR
ANY INTEREST  OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.  THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1)
REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”)); (2) AGREES ON ITS OWN BEHALF AND
ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY COMMON STOCK ISSUABLE
UPON CONVERSION OF SUCH SECURITY, PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD
APPLICABLE TO SALES OF THIS SECURITY UNDER RULE 144(k) UNDER THE SECURITIES ACT
(OR ANY SUCCESSOR PROVISION),  ONLY (A)
TO ALLIANT TECHSYSTEMS INC. (THE “ISSUER”), (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH
CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER), (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, IN COMPLIANCE WITH
RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE
TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM; AND (3) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. 
THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS
SECURITY PURSUANT TO CLAUSE 2(B) ABOVE OR UPON ANY TRANSFER OF THIS SECURITY
UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION).


 


18

















 


THIS SECURITY IS SUBJECT TO UNITED STATES FEDERAL INCOME TAX
REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS.  FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275
OF THE INTERNAL REVENUE CODE, THE ISSUE DATE OF THIS SECURITY IS FEBRUARY 19,
2004 AND THE COMPARABLE YIELD OF THIS SECURITY IS 6.125%, COMPOUNDED
SEMI-ANNUALLY (WHICH WILL BE TREATED AS THE YIELD TO MATURITY FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES).


 


THE ISSUER AGREES, AND BY ACCEPTING A BENEFICIAL OWNERSHIP INTEREST IN
THIS SECURITY EACH HOLDER AND ANY BENEFICIAL OWNER OF THIS SECURITY WILL BE
DEEMED TO HAVE AGREED, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES (1) TO
TREAT THIS SECURITY AS A DEBT INSTRUMENT THAT IS SUBJECT TO TREAS. REG. SEC.
1.1275-4 (THE “CONTINGENT PAYMENT REGULATIONS”), (2) TO TREAT THE FAIR MARKET
VALUE OF ANY COMMON STOCK RECEIVED UPON ANY CONVERSION OF THIS SECURITY OR UPON
A PURCHASE OF THIS SECURITY AT THE HOLDER’S OPTION AS A CONTINGENT PAYMENT FOR
PURPOSES OF THE CONTINGENT PAYMENT REGULATIONS, AND (3) TO ACCRUE INTEREST WITH
RESPECT TO THE SECURITY AS ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL
INCOME TAX PURPOSES ACCORDING TO THE “NONCONTINGENT BOND METHOD,” SET FORTH IN
THE CONTINGENT PAYMENT REGULATIONS, AND TO BE BOUND BY THE ISSUER’S
DETERMINATION OF THE “COMPARABLE YIELD” AND “PROJECTED PAYMENT SCHEDULE,”
WITHIN THE MEANING OF THE CONTINGENT PAYMENT REGULATIONS, WITH RESPECT TO THIS
SECURITY.  THE ISSUER AGREES TO PROVIDE
PROMPTLY TO THE HOLDER OF THIS SECURITY, UPON WRITTEN REQUEST, THE ISSUE PRICE,
ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND PROJECTED PAYMENT
SCHEDULE.  ANY SUCH WRITTEN REQUEST SHOULD
BE SENT TO THE ISSUER AT THE FOLLOWING ADDRESS: ALLIANT TECHSYSTEMS INC., 5050
LINCOLN DRIVE, EDINA, MINNESOTA 55436, ATTENTION: CHIEF FINANCIAL OFFICER.


 


THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A
REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY 19, 2004 AND, BY ITS ACCEPTANCE
HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH
REGISTRATION RIGHTS AGREEMENT.


 


Any Note (or security
issued in exchange or substitution therefor) as to which such restrictions on
transfer shall have expired in accordance with their terms or as to conditions
for removal of the foregoing legend have been satisfied may, upon surrender of
such Note for exchange to the Note Registrar in accordance with the provisions
of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and
aggregate principal amount, which shall not bear the restrictive legend
required by this Section 2.05(c).  If
the Restricted Security surrendered for exchange is represented by a Global
Note bearing the legend set forth in this Section 2.05(c), the principal amount
of the legended Global Note shall be reduced by the appropriate principal
amount and the principal amount of a Global Note without the legend set forth
in this Section 2.05(c) shall be increased by an equal principal amount.  If a Global Note without the legend set
forth in this Section 2.05(c) has not been executed, authenticated and
delivered, the Company shall execute and the Trustee shall authenticate and
deliver an unlegended Global Note to the Depositary.


 


19

















 


(d)  Until the expiration of the holding period
applicable to sales thereof under Rule 144(k) under the Securities Act (or any
successor provision), any stock certificate representing Common Stock issued
upon conversion of any Note shall bear a legend in substantially the following
form, unless such Common Stock has been sold pursuant to a registration
statement that has been declared effective under the Securities Act (and which
continues to be effective at the time of such transfer) or pursuant to Rule 144
under the Securities Act or any similar provision then in force, or such Common
Stock has been issued upon conversion of Notes that have been transferred
pursuant to a registration statement that has been declared effective under the
Securities Act or pursuant to Rule 144 under the Securities Act or any similar
provision then in force, or unless otherwise agreed by the Company in writing
with written notice thereof to the transfer agent:


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.  NEITHER THIS SECURITY NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
SUCH REGISTRATION.  THE HOLDER OF THIS
SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”)); (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR
WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF
THIS SECURITY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
PROVISION), ONLY (A) TO ALLIANT TECHSYSTEMS INC. (THE “ISSUER”), (B) PURSUANT
TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH
TRANSFER), (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A, IN COMPLIANCE WITH RULE 144A TO A PERSON IT REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (D) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM;
AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  THIS LEGEND WILL BE REMOVED UPON THE EARLIER
OF THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(B) ABOVE OR UPON ANY
TRANSFER OF THIS SECURITY UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION).


 


20

















 


THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A
REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY 19, 2004 AND, BY ITS
ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF
SUCH REGISTRATION RIGHTS AGREEMENT.


 


Any such Common Stock as
to which such restrictions on transfer shall have expired in accordance with
their terms or as to which the conditions for removal of the foregoing legend
set forth therein have been satisfied may, upon surrender of the certificates
representing such shares of Common Stock for exchange in accordance with the
procedures of the transfer agent for the Common Stock, be exchanged for a new
certificate or certificates for a like number of shares of Common Stock, which
shall not bear the restrictive legend required by this Section 2.05(d).


 


(e)  Any Note or Common Stock
issued upon the conversion of a Note that, prior to the expiration of the
holding period applicable to sales thereof under Rule 144(k) under the
Securities Act (or any successor provision), is purchased or owned by the
Company or any Affiliate thereof may not be resold by the Company or such
Affiliate unless registered under the Securities Act or resold pursuant to an
exemption from the registration requirements of the Securities Act in a
transaction which results in such Notes or Common Stock, as the case may be, no
longer being “restricted securities” (as defined under Rule 144); or provided
that such restriction shall not apply if appropriate measures are taken
that such Notes or Common Stock are sold in such a manner that such other Notes
and Common Stock that constitute “restricted securities” (as defined under Rule
144) are not commingled with Notes or Common Stock being sold.


 


The Trustee shall have no
obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Note (including any
transfers between or among Agent Members or beneficial holders of interests in
any Global Note) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and
when expressly required by, the terms of this Indenture, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof.


 


Section 2.06.  Mutilated, Destroyed, Lost or Stolen Notes.  In case any Note shall become mutilated or
be destroyed, lost or stolen, the Company in its discretion may execute, and
upon its written request the Trustee or an authenticating agent appointed by
the Trustee shall authenticate and make available for delivery, a new Note, of
like tenor and principal amount, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Note, or in lieu of
and in substitution for the Note so destroyed, lost or stolen.  In every case, the applicant for a
substituted Note shall furnish to the Company, to the Trustee and, if
applicable, to such authenticating agent such security or indemnity as may be
required by them to save each of them harmless for any loss, liability, cost or
expense caused by or connected with such substitution, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company, to
the Trustee and, if applicable, to such authenticating agent evidence to their
satisfaction of the destruction, loss or theft of such Note and of the
ownership thereof.


 


Following receipt by the
Trustee or such authenticating agent, as the case may be, of satisfactory
security or indemnity and evidence, as described in the preceding paragraph,
the


 


21

















 


Trustee or such
authenticating agent may authenticate any such substituted Note and make
available for delivery such Note.  Upon
the issuance of any substituted Note, the Company may require the payment by
the holder of a sum sufficient to cover any tax, assessment or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith.  In case
any Note which has matured or is about to mature or has been called for
redemption or has been tendered for repurchase upon a Fundamental Change (and
not withdrawn) or has been surrendered for repurchase on a Repurchase Date (and
not withdrawn) or is to be converted into Common Stock shall become mutilated
or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Note, pay or authorize the payment of or convert or authorize the
conversion of the same (without surrender thereof except in the case of a mutilated
Note), as the case may be, if the applicant for such payment or conversion
shall furnish to the Company, to the Trustee and, if applicable, to such
authenticating agent such security or indemnity as may be required by them to
save each of them harmless from any loss, liability, cost or expense caused by
or in connection with such substitution, and, in every case of destruction,
loss or theft, the applicant shall also furnish to the Company, the Trustee
and, if applicable, any Paying Agent or Conversion Agent evidence to their
satisfaction of the destruction, loss or theft of such Note and of the
ownership thereof.


 


Every substitute Note
issued pursuant to the provisions of this Section 2.06 by virtue of the fact
that any Note is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Note shall be found at any time, and shall be entitled to all the
benefits of (but shall be subject to all the limitations set forth in) this
Indenture equally and proportionately with any and all other Notes duly issued
hereunder.  To the extent permitted by
law, all Notes shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment
or conversion or redemption or repurchase of mutilated, destroyed, lost or
stolen Notes and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment or conversion or redemption
or repurchase of negotiable instruments or other securities without their
surrender.


 


Section 2.07.  Temporary Notes.  Pending the preparation of Notes in
certificated form, the Company may execute and the Trustee or any
authenticating agent appointed by the Trustee shall, upon the written request
of the Company, authenticate and deliver temporary Notes (printed or
lithographed).  Temporary Notes shall be
issuable in any authorized denomination, and substantially in the form of the
Notes in certificated form, but with such omissions, insertions and variations
as may be appropriate for temporary Notes, all as may be determined by the
Company.  Every such temporary Note
shall be executed by the Company and authenticated by the Trustee or such
authenticating agent upon the same conditions and in substantially the same
manner, and with the same effect, as the Notes in certificated form.  Without unreasonable delay, the Company will
execute and deliver to the Trustee or such authenticating agent Notes in
certificated form and thereupon any or all temporary Notes may be surrendered
in exchange therefor, at each office or agency maintained by the Company
pursuant to Section 5.02 and the Trustee or such authenticating agent shall
authenticate and make available for delivery in exchange for such temporary
Notes an equal aggregate principal amount of Notes in certificated form.  Such exchange shall be made by the Company
at its own expense and without any charge therefor.  Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits and subject to the same limitations under this
Indenture as Notes in certificated form authenticated and delivered hereunder.


 


22

















 


Section 2.08.  Cancellation of Notes.  All Notes surrendered for the purpose of
payment, redemption, repurchase, conversion, exchange or registration of
transfer shall, if surrendered to the Company or any Paying Agent or any Note
Registrar or any Conversion Agent, be surrendered to the Trustee and promptly
canceled by it, or, if surrendered to the Trustee, shall be promptly canceled
by it, and no Notes shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture.  The Trustee shall dispose of such canceled Notes in accordance
with its customary procedures.  If the
Company shall acquire any of the Notes, such acquisition shall not operate as a
redemption, repurchase or satisfaction of the indebtedness represented by such
Notes unless and until the same are delivered to the Trustee for cancellation.


 


Section 2.09.  CUSIP Numbers.  The Company in issuing the Notes may use “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Noteholders; provided that
any such notice may state that no representation is made as to the correctness
of such numbers either as printed on the Notes or as contained in any notice of
a redemption and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption shall not be affected by
any defect in or omission of such numbers. 
The Company will promptly notify the Trustee of any change in the “CUSIP”
numbers.


 


ARTICLE 3

REDEMPTION AND REPURCHASE OF NOTES


 


Section 3.01.  Company’s
Right to Redeem.  Prior to August 20, 2009, the Notes will not
be redeemable at the Company’s option. 
At any time on or after August 20, 2009 and prior to Stated Maturity,
the Company, at its option, may redeem the Notes in accordance with the
provisions of Section 3.02, Section 3.03 and Section 3.04 on the Redemption
Date for cash, in whole or in part, at a redemption price (the “Redemption
Price”) equal to 100% of the principal amount of the Notes to be
redeemed together with accrued and unpaid Interest on the Notes redeemed to
(but excluding) the Redemption Date.


 


Section 3.02.  Notice of Optional Redemption;
Selection of Notes


 


(a)  In case the Company shall desire to exercise
the right to redeem all or, as the case may be, any part of the Notes pursuant
to Section 3.01, it shall fix a date for redemption (the “Redemption Date”) and it or, at its written
request received by the Trustee not fewer than 35 days prior (or such shorter
period of time as may be acceptable to the Trustee) to the Redemption Date, the
Trustee in the name of and at the expense of the Company, shall mail or cause
to be mailed a notice of such redemption (a “Redemption
Notice”) not fewer than 30 nor more than 60 days prior to the
Redemption Date to each holder of Notes so to be redeemed as a whole or in part
at its last address as the same appears on the Note Register; provided that if
the Company shall give such notice, it shall also give written notice of the
Redemption Date to the Trustee.  Such
mailing shall be by first class mail. 
The notice, if mailed in the manner herein provided, shall be conclusively
presumed to have been duly given, whether or not the holder receives such notice.  In any case, failure to give such notice by
mail or any defect in the notice to the holder of any Note designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Note.  Concurrently with the mailing of any such Redemption Notice, the
Company shall issue a press release announcing such redemption, the


 


23

















 


form and
content of which press release shall be determined by the Company in its sole
discretion.  The failure to issue any
such press release or any defect therein shall not affect the validity of the
Redemption Notice or any of the proceedings for the redemption of any Note
called for redemption.


 


(b)  Each such Redemption Notice
shall specify the aggregate principal amount of Notes to be redeemed, the CUSIP
number or numbers of the Notes being redeemed (subject to Section 2.09), the
Redemption Date (which shall be a Business Day), the Redemption Price at which
Notes are to be redeemed, the place or places of payment, that payment will be
made upon presentation and surrender of such Notes, that Interest accrued to
the Redemption Date will be paid as specified in said notice, and that on and
after said date Interest thereon or on the portion thereof to be redeemed will
cease to accrue.  Such notice shall also
state the current Conversion Rate, the date on which the right to convert such
Notes or portions thereof into Common Stock will expire (which shall be the
close of business on the second Business Day prior to the Redemption Date),
and, if the Company has determined to satisfy in cash all or any portion of the
Conversion Obligation of Notes converted prior to the redemption, the dollar
amount of the Conversion Obligation to be satisfied in cash (which must be
expressed as 100% of the Conversion Obligation).  If fewer than all the Notes are to be redeemed, the Redemption
Notice shall identify the Notes to be redeemed (including CUSIP numbers, if
any), in each case determined in accordance with the procedure set forth in
clause (d) hereof.  In case any Note is
to be redeemed in part only, the Redemption Notice shall state the portion of
the principal amount thereof to be redeemed and shall state that, on and after
the Redemption Date, upon surrender of such Note, a new Note or Notes in
principal amount equal to the unredeemed portion thereof will be issued by the
Company and authenticated by the Trustee (or an authenticating agent appointed
by the Trustee).


 


(c)  On or prior to the Redemption
Date specified in the Redemption Notice given as provided in this Section 3.02,
the Company will deposit with the Trustee or with one or more Paying Agents
(or, if the Company is acting as its own Paying Agent, set aside, segregate and
hold in trust as provided in Section 5.04(b) an amount of money in immediately
available funds sufficient to redeem on the Redemption Date all the Notes (or
portions thereof) so called for redemption (other than those theretofore
surrendered for conversion into Common Stock) at the appropriate Redemption
Price; provided  that if such payment is made on the Redemption Date it must
be received by the Trustee or Paying Agent, as the case may be, by 10:00 a.m.,
New York City time, on such date.  The
Company shall be entitled to retain any interest, yield or gain on amounts
deposited with the Trustee or any Paying Agent pursuant to this Section 3.02(c)
in excess of amounts required hereunder to pay the Redemption Price and accrued
interest to, but excluding, the Redemption Date.  If any Note called for redemption is converted pursuant hereto
prior to such Redemption Date, any money deposited with the Trustee or any
Paying Agent or so segregated and held in trust for the redemption of such Note
shall be paid to the Company upon its written request, or, if then held by the
Company, shall be discharged from such trust. 
Whenever any Notes are to be redeemed, the Company will give the Trustee
written notice in the form of an Officers’ Certificate not fewer than 35 days
(or such shorter period of time as may be acceptable to the Trustee) prior to
the Redemption Date as to the aggregate principal amount of Notes to be
redeemed.


 


(d)  If less than all of the
outstanding Notes are to be redeemed, the Trustee shall select the Notes or
portions thereof of the Global Note or the Notes in certificated form to be
redeemed


 


24

















 


(in principal
amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by
another method the Trustee deems fair and appropriate; provided that such
method is not prohibited by any stock exchange or market on which the Notes are
listed.  If any Note selected for
partial redemption is submitted for conversion in part after such selection,
the portion of such Note submitted for conversion shall be deemed (so far as
may be possible) to be from the portion first selected for redemption.  The Notes (or portions thereof) so selected
shall be deemed duly selected for redemption for all purposes hereof,
notwithstanding that any such Note is submitted for conversion in part before
the mailing of the Redemption Notice.


 


Upon any redemption of
less than all of the outstanding Notes, the Company and the Trustee may (but
need not), solely for purposes of determining the pro rata allocation among
such Notes as are unconverted and outstanding at the time of redemption, treat
as outstanding any Notes surrendered for conversion during the period of 15
days next preceding the mailing of a Redemption Notice and may (but need not) treat
as outstanding any Note authenticated and delivered during such period in
exchange for the unconverted portion of any Note converted in part during such
period.


 


Section 3.03.  Payment of Notes Called for Redemption by the
Company.  If notice of
redemption has been given as provided in Section 3.02, the Notes or portion of
Notes with respect to which such notice has been given shall, unless converted
into Common Stock pursuant to the terms hereof, become due and payable on the
Redemption Date and at the place or places stated in such notice at the
applicable Redemption Price, and on and after the Redemption Date (unless the
Company shall default in the payment of such Notes at the Redemption Price)
Interest on the Notes or portion of Notes so called for redemption shall cease
to accrue and, after the close of business on the second Business Day
immediately preceding the Redemption Date (unless the Company shall default in
the payment of such Notes at the Redemption Price) such Notes shall cease to be
convertible into Common Stock and, except as provided in Section 8.01(i), to be
entitled to any benefit or security under this Indenture, and the holders
thereof shall have no right in respect of such Notes except the right to
receive the Redemption Price thereof. 
On presentation and surrender of such Notes at a place of payment in
said notice specified, the said Notes or the specified portions thereof shall
be paid and redeemed by the Company at the applicable Redemption Price;
provided that if the applicable Redemption Date is an Interest Payment Date,
the Interest payable on such Interest Payment Date shall be paid on such
Interest Payment Date to the holders of record of such Notes on the applicable
record date instead of the holders surrendering such Notes for redemption on
such date.


 


Upon presentation of any
Note redeemed in part only, the Company shall execute and the Trustee shall
authenticate and make available for delivery to the holder thereof, at the
expense of the Company, a new Note or Notes, of authorized denominations, in
principal amount equal to the unredeemed portion of the Notes so presented.


 


Notwithstanding the
foregoing, the Trustee shall not redeem any Notes or mail any Redemption Notice
during the continuance of a default in payment of Interest on the Notes.  If any Note called for redemption shall not
be so paid upon surrender thereof for redemption, the principal shall, until
paid or duly provided for, continue to bear interest at the rate borne by the
Note, compounded semi-annually, and such Note shall remain convertible into
Common Stock until the principal and Interest shall have been paid or duly
provided for.


 


25



















Section 3.04.  Conversion
Arrangement on Call for Redemption. 
In connection with any redemption of Notes, the Company may arrange for
the purchase and conversion of any Notes by an agreement with one or more
investment banks or other purchasers to purchase such Notes by paying to the
Trustee in trust for the Noteholders, on or before the Redemption Date, an
amount not less than the applicable Redemption Price of such Notes.  Notwithstanding anything to the contrary contained
in this Article 3, the obligation of the Company to pay the Redemption Price of
such Notes shall be deemed to be satisfied and discharged to the extent such
amount is so paid by such purchasers. 
If such an agreement is entered into, a copy of which will be filed with
the Trustee prior to the Redemption Date, any Notes not duly surrendered for
conversion by the Noteholders thereof may, at the option of the Company, be
deemed, to the fullest extent permitted by law, acquired by such purchasers
from such Noteholders and (notwithstanding anything to the contrary contained
in Article 15) surrendered by such purchasers for conversion, all as of
immediately prior to the close of business on the Business Day prior to the
Redemption Date or on the Redemption Date at the option of the Company (and the
right to convert any such Notes shall be extended through such time), subject
to payment of the above amount as aforesaid. 
At the direction of the Company, the Trustee shall hold and dispose of
any such amount paid to it in the same manner as it would monies deposited with
it by the Company for the redemption of Notes. 
Without the Trustee’s prior written consent, no arrangement between the
Company and such purchasers for the purchase and conversion of any Notes shall
increase or otherwise affect any of the powers, duties, responsibilities,
obligations, liabilities or immunities of the Trustee as set forth in this
Indenture.


 


Section 3.05.  Repurchase of Notes by the Company at
Option of Holders upon a Fundamental Change.


 


(a)  If a Fundamental Change shall
occur at any time prior to Stated Maturity, each holder shall have the right,
at such holder’s option, to require the Company to repurchase in cash all of
such holder’s Notes, or any portion thereof that is a multiple of $1,000
principal amount, on the date specified in the Fundamental Change Offer, which
date shall be no earlier than 30 days nor later than 60 days after the date of
the Fundamental Change Offer (subject to extension to comply with applicable
law) (the “Fundamental Change Repurchase Date”).  The Company shall repurchase such Notes at a
price (the “Fundamental Change Repurchase
Price”) equal to 100% of the principal amount thereof plus any
accrued and unpaid Interest to but excluding the Fundamental Change Repurchase
Date; provided that if such Fundamental Change Repurchase Date falls on an
Interest Payment Date, then the Interest payable on such Interest Payment Date
shall be paid to the holders of record of the Notes on the applicable record
date instead of the holders surrendering the Notes for repurchase on such date.
In the event that at the time of such Fundamental Change the terms of the Bank
Indebtedness restrict or prohibit the repurchase of Notes pursuant to this
Section 3.05, then prior to the mailing of the notice to Holders provided
for in Section 3.05(b) below but in any event within 45 days
following any Fundamental Change, the Company shall (i) repay in full all
Bank Indebtedness or, if doing so will allow the repurchase of Notes, offer to
repay in full all Bank Indebtedness and repay the Bank Indebtedness of each
lender who has accepted such offer or (ii) obtain the requisite consent
under the agreements governing the Bank Indebtedness to permit the repurchase
of the Notes as provided for in this Section 3.05.


 


(b)  On or before the 45th day
after the occurrence of a Fundamental Change, the Company, or at its written
request the Trustee in the name of and at the expense of the Company


 


26

















 


(which request
must be received by the Trustee at least three Business Days prior to the date
the Trustee is requested to give notice as described below, unless the Trustee
shall agree to a shorter period), shall mail or cause to be mailed, by first
class mail, to all holders of record on such date a notice (the “Fundamental Change Offer”) of the
occurrence of such Fundamental Change and of the repurchase right at the option
of the holders arising as a result thereof to each holder of Notes at its last
address as the same appears on the Note Register; provided that if the Company
shall give such notice, it shall also give written notice of the Fundamental
Change to the Trustee at such time as it is mailed to Noteholders.  Such notice, if mailed in the manner herein
provided, shall be conclusively presumed to have been duly given, whether or
not the holder receives such notice. 
Each Fundamental Change Offer shall state:


 


(i)            the Fundamental
Change Repurchase Price, excluding accrued and unpaid Interest, the applicable
Conversion Rate at the time of such notice (and any applicable adjustments to
the Conversion Rate) and, to the extent known at the time of such notice, the
amount of Interest that will be payable with respect to the Notes on the
Fundamental Change Repurchase Date;


 


(ii)           the events causing
the Fundamental Change and the date of the Fundamental Change;


 


(iii)          the Fundamental
Change Repurchase Date;


 


(iv)          the last date on
which a holder may exercise the repurchase right;


 


(v)           the name and address
of the Paying Agent and the Conversion Agent;


 


(vi)          that Notes as to
which a Fundamental Change Repurchase Election has been given by the holder may
be converted only if the election has been withdrawn by the holder in
accordance with the terms of this Indenture; provided that the Notes are otherwise
convertible in accordance with Section 15.01;


 


(vii)         that the holder
shall have the right to withdraw any Notes surrendered prior to the close of
business on the Business Day immediately preceding the Fundamental Change
Repurchase Date (or any such later time as may be required by applicable law);


 


(viii)        a description of the
procedure which a Noteholder must follow to exercise such repurchase right or
to withdraw any surrendered Notes;


 


(ix)           the CUSIP number or
numbers of the Notes (subject to Section 2.09 and if then generally in use);
and


 


(x)            briefly, the
conversion rights of the Notes and whether, at the time of such notice, the
Notes are eligible for conversion.


 


No failure of the Company
to give the foregoing notices and no defect therein shall limit the
Noteholders’ repurchase rights or affect the validity of the proceedings for
the repurchase of the Notes pursuant to this Section 3.05.


 


27

















 


(c)  Notes shall be repurchased
pursuant to this Section 3.05 at the option of the holder upon:


 


(i)            delivery to the
Trustee (or other Paying Agent appointed by the Company) by a holder of a duly
completed notice (a “Fundamental Change
Repurchase Election”) in the form set forth on the reverse of the
Note at any time prior to the close of business on the Business Day immediately
preceding the Fundamental Change Repurchase Date stating:


 


(A) if certificated, the certificate numbers of the Notes which the
holder shall deliver to be repurchased;


 


(B) the portion of the principal amount of the Notes that the holder
shall deliver to be repurchased, which portion must be $1,000 or an integral
multiple thereof, and


 


(C) that such Notes shall be repurchased as of the Fundamental Change
Repurchase Date pursuant to the terms and conditions specified in the Notes and
in the Indenture; and


 


(ii)           physical delivery
or book-entry transfer of the Notes to the Trustee (or other Paying Agent
appointed by the Company) simultaneously with or at any time after delivery of
the Fundamental Change Repurchase Election (together with all necessary
endorsements) at the Corporate Trust Office of the Trustee (or other Paying
Agent appointed by the Company) in the Borough of Manhattan, such delivery or
transfer being a condition to receipt by the holder of the Fundamental Change
Repurchase Price therefor; provided that such Fundamental Change Repurchase
Price shall be so paid pursuant to this Section 3.05 only if the Notes so
delivered or transferred to the Trustee (or other Paying Agent appointed by the
Company) shall conform in all respects to the description thereof in the
related Fundamental Change Repurchase Election.  All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Note for repurchase shall be determined by the
Company, whose determination shall be final and binding absent manifest error.


 


(d)  Notwithstanding the
foregoing provisions of this Section, the Company shall not be required to make
a Fundamental Change Offer upon a Fundamental Change if a third party makes the
Fundamental Change Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in Section 3.05(b) applicable
to a Fundamental Change Offer made by the Company and purchases all Notes validly
tendered and not withdrawn under such Fundamental Change Offer.


 


Section 3.06.  Repurchase
of Notes by the Company at Option of Holders on Specified Dates.


 


(a)  On each of August 15, 2009,
February 15, 2014, and February 15, 2019 (each, a “Company Repurchase Date”), each holder shall have the right,
at such holder’s option, to require the Company to repurchase in cash all of
such holder’s Notes, or any portion thereof that is a multiple of $1,000
principal amount.  The Company shall
repurchase such Notes at a price (the “Company
Repurchase Price”) equal to 100% of the principal amount thereof
plus any


 


28

















 


accrued and
unpaid Interest to but excluding the Company Repurchase Date; provided  that
if such Company Repurchase Date falls on an Interest Payment Date, then the
Interest payable on such Interest Payment Date shall be paid to the holders of
record of the Notes on the applicable record date instead of the holders
surrendering the Notes for repurchase on such date.


 


(b)  On or before the 25th
Business Day prior to each Company Repurchase Date, the Company, or at its
written request the Trustee in the name of and at the expense of the Company
(which request must be received by the Trustee at least three Business Days
prior to the date the Trustee is requested to give notice as described below,
unless the Trustee shall agree to a shorter period), shall mail or cause to be
mailed, by first class mail, to all holders of record on such date a notice
(the “Company Repurchase Notice”)
to each holder of Notes at its last address as the same appears on the Note
Register; provided  that if the Company shall give such notice, it shall also
give written notice to the Trustee at such time as it is mailed to
Noteholders.  Such notice, if mailed in
the manner herein provided, shall be conclusively presumed to have been duly
given, whether or not the holder receives such notice.  Each Company Repurchase Notice shall state:


 


(i)            the Company
Repurchase Price (excluding accrued and unpaid Interest), the applicable
Conversion Rate at the time of such notice (and any applicable adjustments to
the Conversion Rate) and, to the extent known at the time of such notice, the
amount of Interest that will be payable with respect to the Notes on the
Company Repurchase Date;


 


(ii)           the Company
Repurchase Date;


 


(iii)          the last date on
which a holder may exercise the repurchase right;


 


(iv)          the name and address
of the Paying Agent and the Conversion Agent;


 


(v)           that Notes as to
which a Company Repurchase Election has been given by the holder may be
converted only if the election has been withdrawn by the holder in accordance
with the terms of this Indenture; provided that the Notes are otherwise
convertible in accordance with Section 15.01;


 


(vi)          that the holder
shall have the right to withdraw any Notes surrendered prior to the close of
business on the Business Day immediately preceding the Company Repurchase Date
(or any such later time as may be required by applicable law);


 


(vii)         a description of the
procedure which a Noteholder must follow to exercise such repurchase right or
to withdraw any surrendered Notes;


 


(viii)        the CUSIP number or
numbers of the Notes (subject to Section 2.09 and if then generally in use);
and


 


(ix)           briefly, the
conversion rights of the Notes and whether, at the time of such notice, the
Notes are eligible for conversion.


 


No failure of the Company
to give the foregoing notices and no defect therein shall limit the
Noteholders’ repurchase rights or affect the validity of the proceedings for
the repurchase of the Notes pursuant to this Section 3.06.  Simultaneously with providing such notice,
the


 


29

















 


Company will
publish a notice containing this information in a newspaper of general
circulation in The City of New York or the Company will issue a press release
and publish the information on the Company’s website or through such other
public medium as the Company may use at that time.


 


(c)  Notes shall be repurchased
pursuant to this Section 3.06 at the option of the holder upon:


 


(i)            delivery to the
Trustee (or other Paying Agent appointed by the Company) by a holder of a duly
completed notice (a “Company Repurchase
Election”) in the form set forth on the reverse of the Note at any
time from the opening of business on the 20th Business Day preceding the
Company Repurchase Date until the close of business on the Business Day
immediately preceding the Company Repurchase Date stating:


 


(A) if certificated, the certificate numbers of the Notes which the
holder shall deliver to be repurchased;


 


(B) the portion of the principal amount of the Notes that the holder
shall deliver to be repurchased, which portion must be $1,000 or an integral
multiple thereof; and


 


(C) that such Notes shall be repurchased as of the Company Repurchase
Date pursuant to the terms and conditions specified in the Notes and in the
Indenture; and


 


(ii)           physical delivery
or book-entry transfer of the Notes to the Trustee (or other Paying Agent
appointed by the Company) simultaneously with or at any time after delivery of
the Company Repurchase Election (together with all necessary endorsements) at
the Corporate Trust Office of the Trustee (or other Paying Agent appointed by
the Company) in the Borough of Manhattan, such delivery or transfer being a
condition to receipt by the holder of the Company Repurchase Price therefor;
provided that such Company Repurchase Price shall be so paid pursuant to this
Section 3.06 only if the Notes so delivered or transferred to the Trustee (or
other Paying Agent appointed by the Company) shall conform in all respects to
the description thereof in the related Company Repurchase Election.  All questions as to the validity,
eligibility (including time of receipt) and acceptance of any Note for
repurchase shall be determined by the Company, whose determination shall be
final and binding absent manifest error.


 


Section
3.07.   Company’s Notification to the Trustee.  At least three Business Days before the date
of any Repurchase Notice, the Company shall deliver an Officers’ Certificate to
the Trustee specifying:


 


(i)            the information
required to be included in the Repurchase Notice; and


 


(ii)           whether the Company
desires the Trustee to give the Repurchase Notice required.


 


30

















 


Section 3.08.  Conditions
and Procedures for Repurchase at Option of Holders.


 


(a)  The Company shall
repurchase in cash from the holder thereof, pursuant to Section 3.05 or Section
3.06, a portion of a Note, if the principal amount of such portion is $1,000 or
a whole multiple of $1,000.  Provisions
of this Indenture that apply to the repurchase of all of a Note also apply to
the repurchase of such portion of such Note. 
Upon presentation of any Note repurchased in part only, the Company
shall execute and the Trustee shall authenticate and make available for
delivery to the holder thereof, at the expense of the Company, a new Note or
Notes, of any authorized denomination, in aggregate principal amount equal to
the portion of the Notes presented not repurchased.


 


(b)  On or prior to a Repurchase
Date, the Company will deposit with the Trustee or with one or more Paying
Agents (or, if the Company is acting as its own Paying Agent, set aside,
segregate and hold in trust as provided in Section 5.04) an amount of cash
sufficient to repurchase on the Repurchase Date all the Notes or portions
thereof to be repurchased on such date at the Repurchase Price; provided that
if such deposit is made on the Repurchase Date it must be received by the
Trustee or Paying Agent, as the case may be, by 10:00 a.m., New York City time,
on such date.


 


If the Trustee or other
Paying Agent appointed by the Company, or the Company or an Affiliate of the
Company, if it or such Affiliate is acting as the Paying Agent, holds cash
sufficient to pay the aggregate Repurchase Price of all the Notes or portions
thereof that are to be repurchased as of the Repurchase Date, on the Business
Day following the Repurchase Date (i) such Notes will cease to be outstanding, (ii)
Interest on such Notes will cease to accrue and (iii) all other rights of the
holders of such Notes will terminate, whether or not book-entry transfer of the
Notes has been made or the Notes have been delivered to the Trustee or Paying
Agent, other than the right to receive the Repurchase Price upon delivery of
the Notes.


 


(c)  Upon receipt by the Trustee
(or other Paying Agent appointed by the Company) of a Repurchase Election, the
holder of the Note in respect of which such Repurchase Election was given shall
(unless such notice is validly withdrawn) thereafter be entitled to receive
solely the Repurchase Price with respect to such Note.  Such Repurchase Price shall be paid to such
holder, subject to receipt of funds and/or Notes by the Trustee (or other
Paying Agent appointed by the Company), promptly (but in no event more than
five Business Days) following the later of (x) the Repurchase Date with respect
to such Note (provided the holder has satisfied the conditions in Section
3.05(c) or Section 3.06(c), as applicable) and (y) the time of delivery of such
Note to the Trustee (or other Paying Agent appointed by the Company) by the
holder thereof in the manner required by Section 3.05(c) or Section 3.06(c), as
applicable.  Notes in respect of which a
Repurchase Election has been given by the holder thereof may not be converted
pursuant to Article 15 hereof on or after the date of the delivery of such
Repurchase Election unless such notice has first been validly withdrawn.


 


(d)  Notwithstanding anything herein
to the contrary, any holder delivering to the office of the Trustee (or other
Paying Agent appointed by the Company) a Repurchase Election shall have the
right to withdraw such election at any time prior to the close of business on
the Business Day preceding the Repurchase Date (or any such later time as may
be required by applicable law) by delivery of a written notice of withdrawal to
the Trustee (or other Paying Agent appointed by the Company) specifying:


 


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(i)            the certificate
number, if any, of the Note in respect of which such notice of withdrawal is
being submitted, or the appropriate Depositary information if the Note in
respect of which such notice of withdrawal is being submitted is represented by
a Global Note,


 


(ii)           the principal
amount of the Note with respect to which such notice of withdrawal is being
submitted, and


 


(iii)          the principal
amount, if any, of such Note which remains subject to the original Repurchase
Election and which has been or will be delivered for repurchase by the Company.


 


The Trustee (or other
Paying Agent appointed by the Company) shall promptly notify the Company of the
receipt by it of any Repurchase Election or written notice of withdrawal
thereof.


 


(e)  The Company will comply
with the provisions of Rule 13e-4 and any other tender offer rules under the
Exchange Act to the extent then applicable in connection with the repurchase
rights of the holders of Notes in the event of a Fundamental Change or on any
Company Repurchase Date.  If then
required by applicable law, the Company will file a Schedule TO or any other
schedule required in connection with such repurchase.


 


(f)  There shall be no
repurchase of any Notes pursuant to Section 3.05 or Section 3.06 if there has
occurred at any time prior to, and is continuing on, the Repurchase Date an
Event of Default (other than an Event of Default that is cured by the payment
of the Repurchase Price with respect to such Notes).  The Paying Agent will promptly return to the respective holders
thereof any Notes (x) with respect to which a Repurchase Election has been
withdrawn in compliance with this Indenture, or (y) held by it during the
continuance of an Event of Default (other than a default in the payment of the
Repurchase Price with respect to such Notes) in which case, upon such return,
the Repurchase Election with respect thereto shall be deemed to have been
withdrawn.


 


(g)  The Trustee (or other
Paying Agent appointed by the Company) shall return to the Company any cash
that remains unclaimed as provided in Section 13.03, together with interest, if
any, thereon, held by them for the payment of the Repurchase Price; provided  that
to the extent that the aggregate amount of cash deposited by the Company
pursuant to Section 3.08(b) exceeds the aggregate Repurchase Price of the Notes
or portions thereof which the Company is obligated to purchase as of the
Repurchase Date then, unless otherwise agreed in writing with the Company,
promptly after the Business Day following the Repurchase Date, the Trustee
shall return any such excess to the Company together with interest, if any,
thereon.


 


(h)  In the case of a
reclassification, change, consolidation, merger, combination, sale or
conveyance to which Section 15.06 applies, in which the Common Stock of the
Company is changed or exchanged as a result into the right to receive stock,
securities or other property or assets (including cash), which includes shares
of Common Stock of the Company or shares of common stock of another Person that
are, or upon issuance will be, traded on a United States national securities
exchange or approved for trading on an established automated over-the-counter
trading market in the United States and such shares constitute at the time such
change or exchange becomes effective in excess of 50% of the aggregate fair
market value of such stock,


 


32

















 


securities or
other property or assets (including cash) (as determined by the Company, which
determination shall be conclusive and binding), then the Person formed by such
consolidation or resulting from such merger or which acquires such assets, as
the case may be, shall execute and deliver to the Trustee a supplemental
indenture (accompanied by an Opinion of Counsel that such supplemental
indenture complies with the Trust Indenture Act as in force at the date of
execution of such supplemental indenture) modifying the provisions of this
Indenture relating to the right of holders of the Notes to cause the Company to
repurchase the Notes following a Fundamental Change and the provisions of this
Indenture relating to the Company’s option to deliver shares of Common Stock in
payment of the Repurchase Price, including without limitation the applicable
provisions of this Article 3 and the definitions of Common Stock and
Fundamental Change, as appropriate, as determined in good faith by the Company
(which determination shall be conclusive and binding), to make such provisions
apply to such other Person if different from the Company and the common stock
issued by such Person (in lieu of the Company and the Common Stock of the
Company).


 


Section 3.09.  Final
Maturity Notice.  On the
Final Notice Date, the Company, or at its written request the Trustee in the
name of and at the expense of the Company (which request must received at least
five Business Days prior to the Final Notice Date (unless the Trustee shall
agree to a shorter notice period) shall mail or cause to be mailed, by first
class mail, to all holders of record on such Final Notice Date a notice (the “Final
Maturity Notice”) of the final maturity of the Notes to each holder
of the Notes at its last address as the same appears on the Note Register,
provided that if the Company shall give such notice, it shall also give written
notice of the final maturity of the Notes to the Trustee at the same time it is
mailed to Noteholders.  Such notice, if
mailed in the manner herein provided, shall be conclusively presumed to have
been duly given, whether or not the holder receives such notice.  Such notice shall state:


 


(i)            the final maturity
date of the Notes;


 


(ii)           the CUSIP number or
numbers of the Notes (subject to Section 2.09 and if then generally in use);


 


(iii)          briefly, the
conversion rights of the Notes and whether, at the time of such notice, the
Notes are eligible for conversion; and


 


(iv)          if the Notes are
eligible for conversion and the Company determines to satisfy all of the
Conversion Obligation with respect to conversions after the Final Notice Date
in cash, the dollar amount of the conversion to be satisfied in cash (which
must be expressed as 100% of the Conversion Obligation).


 


ARTICLE 4

INTEREST


 


Section 4.01.  Contingent
Interest.  Additional
interest (“Contingent Interest”) will accrue on each Note beginning with
the period commencing on August 20, 2009 and ending on February 14, 2010, and
for each of the six-month periods thereafter commencing on February 15, 2010,
if the average Trading Price of the Notes during the Applicable Five-Day
Trading Period with respect to such Interest Period equals 120% or more of the
principal amount of the Notes.  If
Contingent Interest accrues during an Interest Period pursuant to the preceding
sentence, the


 


33

















 


amount of Contingent
Interest payable with respect to such Interest Period per $1,000 principal
amount of Notes shall equal an annual rate of 0.30% of the average Trading
Price during the Applicable Five-Day Trading Period with respect to such
Interest Period.


 


The Trustee’s sole
responsibility pursuant to this Section 4.01 shall be to obtain the Trading
Price of the Notes for each Trading Day during the Applicable Five-Day Trading
Period and to provide such information to the Company.  The Company shall determine whether holders
are entitled to receive Contingent Interest, and if so, provide notice pursuant
to Section 4.03.  Notwithstanding any
term contained in this Indenture or any other document to the contrary, the
Trustee shall have no responsibilities, duties or obligations for or with
respect to (i) determining whether the Company must pay Contingent Interest or
(ii) determining the amount of Contingent Interest, if any, payable by the
Company.


 


Section 4.02.  Payment of
Contingent Interest. 
Contingent Interest for any Interest Period shall be paid on the
immediately succeeding Interest Payment Date to the Person in whose name any
Note (or its Predecessor Note) is registered on the Note Register at the close
of business on the corresponding Regular Record Date.  Contingent Interest due under this Article 4 shall be treated for
all purposes of this Indenture like any other interest accruing on the Notes.


 


Section
4.03.  Contingent Interest Notification.  No later than the first Business Day of an
Interest Period for which Contingent Interest will be payable, the Company will
disseminate a press release through Dow Jones & Company, Inc. or Bloomberg
Business News stating that Contingent Interest will be paid on the Notes and
identifying the Interest Period or publish the information on its Web site or
through such other public medium as it may use at that time.


 


ARTICLE 5

PARTICULAR COVENANTS OF THE COMPANY


 


Section 5.01.  Payment of
Principal and Interest.  The
Company covenants and agrees that it will duly and punctually pay or cause to
be paid the principal of (including any Redemption Price or Repurchase Price
pursuant to Article 3) and Interest on each of the Notes at the places, at the
respective times and in the manner provided herein and in the Notes.


 


Section 5.02.  Maintenance
of Office or Agency.  The
Company will maintain an office or agency in the Borough of Manhattan, The City
of New York, where the Notes may be surrendered for registration of transfer or
exchange or for presentation for payment or for conversion, redemption or
repurchase and where notices and demands to or upon the Company and the
Subsidiary Guarantors in respect of the Notes and this Indenture may be
served.  The office of BNY Midwest Trust
Company, located at 101 Barclay Street, New York, New York 10286 (Attention:
Corporate Trust Administration), shall initially be such office or agency for
all of the aforesaid purposes.  The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency not designated or appointed by
the Trustee.  If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office.


 


The Company may also from
time to time designate co-registrars and one or more offices or agencies where
the Notes may be presented or surrendered for any or all such purposes and


 


34

















 


may from time to
time rescind such designations.  The
Company will give prompt written notice of any such designation or rescission
and of any change in the location of any such other office or agency.


 


The Company hereby initially
designates the Trustee as Paying Agent, Note Registrar, Custodian and
Conversion Agent, and each of the Corporate Trust Office and the office of
agency of the Trustee in the Borough of Manhattan shall be considered as one
such office or agency of the Company for each of the aforesaid purposes.


 


So long as the Trustee is
the Note Registrar, the Trustee agrees to mail, or cause to be mailed, the
notices set forth in Section 8.08.  If
co-registrars have been appointed in accordance with this Section, the Trustee
shall mail such notices only to the Company and the holders of Notes it can
identify from its records.


 


Section 5.03.  Appointments
to Fill Vacancies in Trustee’s Office.  The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 8.08, a
Trustee, so that there shall at all times be a Trustee hereunder.


 


Section 5.04.  Provisions
as to Paying Agent.  (a)  If the Company shall appoint a Paying Agent
other than the Trustee, or if the Trustee shall appoint such a Paying Agent,
the Company will cause such Paying Agent to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject
to the provisions of this Section 5.04:


 


(1)           that it will hold
all sums held by it as such agent for the payment of the principal of or
Interest on the Notes (whether such sums have been paid to it by the Company or
by any other obligor on the Notes) in trust for the benefit of the holders of
the Notes;


 


(2)           that it will give
the Trustee notice of any failure by the Company (or by any other obligor on
the Notes) to make any payment of the principal of or Interest on the Notes
when the same shall be due and payable; and


 


(3)           that at any time
during the continuance of an Event of Default, upon request of the Trustee, it
will forthwith pay to the Trustee all sums so held in trust.


 


The Company shall, on or
before each due date of the principal of or Interest on the Notes, deposit with
the Paying Agent a sum (in funds which are immediately available on the due
date for such payment) sufficient to pay such principal or Interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of any failure to take such action; provided that if such deposit is
made on the due date, such deposit shall be received by the Paying Agent by
10:00 a.m., New York City time, on such date.


 


(b)  If the Company shall act as
its own Paying Agent, it will, on or before each due date of the principal of
or Interest on the Notes, set aside, segregate and hold in trust for the
benefit of the holders of the Notes a sum sufficient to pay such principal or
Interest so becoming due and will promptly notify the Trustee of any failure to
take such action and of any failure by the Company (or any other obligor under
the Notes) to make any payment of the principal of or Interest on the Notes
when the same shall become due and payable.


 


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(c)  Anything in this Section
5.04 to the contrary notwithstanding, the Company may, at any time, for the
purpose of obtaining a satisfaction and discharge of this Indenture, or for any
other reason, pay or cause to be paid to the Trustee all sums held in trust by
the Company or any Paying Agent hereunder as required by this Section 5.04,
such sums to be held by the Trustee upon the trusts herein contained and upon
such payment by the Company or any Paying Agent to the Trustee, the Company or
such Paying Agent shall be released from all further liability with respect to
such sums.


 


(d)  Anything in this Section
5.04 to the contrary notwithstanding, the agreement to hold sums in trust as
provided in this Section 5.04 is subject to Sections 13.02 and 13.03.


 


The Trustee shall not be
responsible for the actions of any other Paying Agents (including the Company
if acting as its own Paying Agent) and shall have no control of any funds held
by such other Paying Agents.


 


Section 5.05.  Existence.  Subject to Article 12, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence and rights (charter and statutory); provided that the
Company shall not be required to preserve any such right if the Company shall
determine that the preservation thereof is no longer desirable in the conduct
of the business of the Company and that the loss thereof is not disadvantageous
in any material respect to the Noteholders.


 


Section 5.06.  Rule 144A
Information Requirement. 
Within the period prior to the expiration of the holding period
applicable to sales thereof under Rule 144(k) under the Securities Act (or any
successor provision), the Company covenants and agrees that it shall, during
any period in which it is not subject to Section 13 or 15(d) under the Exchange
Act, make available to any holder or beneficial holder of Notes or any Common
Stock issued upon conversion thereof which continue to be Restricted Securities
in connection with any sale thereof and any prospective purchaser of Notes or such
Common Stock designated by such holder or beneficial holder, the information
required pursuant to Rule 144A(d)(4) under the Securities Act upon the request
of any holder or beneficial holder of the Notes or such Common Stock and it
will take such further action as any holder or beneficial holder of such Notes
or such Common Stock may reasonably request, all to the extent required from
time to time to enable such holder or beneficial holder to sell its Notes or
Common Stock without registration under the Securities Act within the
limitation of the exemption provided by Rule 144A, as such Rule may be amended
from time to time.  Upon the request of
any holder or any beneficial holder of the Notes or such Common Stock, the
Company will deliver to such holder a written statement as to whether it has
complied with such requirements.


 


Section 5.07.  Stay,
Extension and Usury Laws. 
The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law or other law
which would prohibit or forgive the Company from paying all or any portion of
the principal of or Interest on the Notes as contemplated herein, wherever enacted,
now or at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture and the Company (to the extent it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not, by resort to any such law, hinder, delay


 


36

















 


or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.


 


Section 5.08.  Compliance
Certificate.  The Company
shall deliver to the Trustee, within 120 days after the end of each fiscal year
of the Company, a certificate signed by either the principal executive officer,
principal financial officer or principal accounting officer of the Company,
stating whether or not to the best knowledge of the signer thereof the Company
is in default in the performance and observance of any of the terms, provisions
and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and the status thereof of
which the signer may have knowledge.


 


The Company will deliver
to the Trustee, promptly upon becoming aware of (i) any default in the
performance or observance of any covenant, agreement or condition contained in
this Indenture, or (ii) any Event of Default, an Officers’ Certificate
specifying with particularity such default or Event of Default and further
stating what action the Company has taken, is taking or proposes to take with
respect thereto.


 


Any notice required to be
given under this Section 5.08 shall be delivered to a Responsible Officer of
the Trustee at its Corporate Trust Office.


 


Section 5.09.  Additional Amounts Notice.  In the event that the Company is required to
pay Additional Amounts to holders of Notes pursuant to the Registration Rights
Agreement, the Company will provide written notice (“Additional Amounts Notice”)
to the Trustee of its obligation to pay Additional Amounts no later than 15
days prior to the proposed payment date for the Additional Amounts, and the
Additional Amounts Notice shall set forth the amount of Additional Amounts to
be paid by the Company on such payment date. 
The Trustee shall not at any time be under any duty or responsibility to
any holder of Notes to determine the Additional Amounts, or with respect to the
nature, extent or calculation of the amount of Additional Amounts when made, or
with respect to the method employed in such calculation of the Additional
Amounts.


 


Section 5.10.  Contingent Debt Tax Treatment.  The Company agrees and, by acceptance of a
Note, each beneficial holder of a Note will be deemed to have agreed to treat
the Notes as indebtedness of the Company for U.S. federal income tax purposes
that are subject to the regulations governing contingent payment debt
instruments and to be bound (in the absence of an administrative determination
or judicial ruling to the contrary) by the Company’s determination of the
comparable yield and projected payment schedule within the meaning of the
regulations governing contingent payment debt instruments.  A holder of Notes may obtain the amount of
original issue discount, issue date, yield to maturity, comparable yield and
projected payment schedule for the Notes, determined by the Company pursuant to
Treas. Reg. Sec. 1.1275-4, by submitting a written request for it to the
Company at the following address: Alliant Techsystems Inc., 5050 Lincoln Drive,
Edina, Minnesota 55436, Attention: Treasurer.


 


Section 5.11.  Limitation
on Senior Subordinated Indebtedness.  The Company will not Incur any Indebtedness that is subordinate
in right of payment to any Senior Indebtedness of the Company unless such
Indebtedness is pari  passu with, or subordinated in right of
payment to, the Notes.  The Company will
not permit or cause any Subsidiary Guarantor to, and no Subsidiary


 


37

















 


Guarantor will, Incur any
Indebtedness that is subordinate in right of payment to any Senior Indebtedness
of such Subsidiary Guarantor unless such Indebtedness is pari  passu
with, or subordinated in right of payment to, the Subsidiary Guarantee of such
Subsidiary Guarantor.


 


ARTICLE 6

NOTEHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE


 


Section 6.01.  Noteholders’
Lists.  The Company covenants
and agrees that it will furnish or cause to be furnished to the Trustee,
semiannually, not more than 15 days after each August 15 and February 15 in
each year beginning with August 15, 2004, and at such other times as the
Trustee may request in writing, within 30 days after receipt by the Company of
any such request (or such lesser time as the Trustee may reasonably request in
order to enable it to timely provide any notice to be provided by it
hereunder), a list in such form as the Trustee may reasonably require of the
names and addresses of the holders of Notes as of a date not more than 15 days
(or such other date as the Trustee may reasonably request in order to so
provide any such notices) prior to the time such information is furnished,
except that no such list need be furnished by the Company to the Trustee so
long as the Trustee is acting as the sole Note Registrar.


 


Section 6.02.  Preservation
and Disclosure of Lists. 
(a)  The Trustee shall preserve,
in as current a form as is reasonably practicable, all information as to the
names and addresses of the holders of Notes contained in the most recent list
furnished to it as provided in Section 6.01 or maintained by the Trustee in its
capacity as Note Registrar or co-registrar in respect of the Notes, if so
acting.  The Trustee may destroy any
list furnished to it as provided in Section 6.01 upon receipt of a new list so
furnished.


 


(b)  The rights of Noteholders to communicate
with other holders of Notes with respect to their rights under this Indenture
or under the Notes, and the corresponding rights and duties of the Trustee,
shall be as provided by the Trust Indenture Act.


 


(c)  Every Noteholder, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason
of any disclosure of information as to names and addresses of holders of Notes
made pursuant to the Trust Indenture Act.


 


Section 6.03.  Reports by
Trustee.  (a)  Within 60 days after May 15 of each year
commencing with the year 2004, the Trustee shall transmit to holders of Notes
such reports dated as of May 15 of the year in which such reports are made
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto.  In the event that no
events have occurred under the applicable sections of the Trust Indenture Act,
the Trustee shall be under no duty or obligation to provide such reports.


 


(b)  A copy of such report
shall, at the time of such transmission to holders of Notes, be filed by the
Trustee with each stock exchange and automated quotation system upon which the
Notes are listed and with the Company. 
The Company will promptly notify the Trustee in writing when the Notes
are listed on any stock exchange or automated quotation system or delisted
therefrom.


 


38

















 


Section 6.04.  Reports by
Company.  The Company shall
file with the Trustee (and the Commission if at any time after the Indenture
becomes qualified under the Trust Indenture Act), and transmit to holders of
Notes, such information, documents and other reports and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant to such Act, whether or not the Notes are
governed by such Act; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act shall be filed with the Trustee within 15 days after the same is
so required to be filed with the Commission. 
Such reports shall be deemed to have been furnished to the Trustee if
they are electronically available via the Commission’s EDGAR system.  Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on an Officers’ Certificates).


 


ARTICLE 7

REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT


 


Section 7.01.  Events of
Default.  In case one or more
of the following events (each, an “Event of Default”) (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or governmental
body) shall have occurred and be continuing:


 


(a)  default in the payment of
any installment of Interest upon any of the Notes as and when the same shall
become due and payable, whether or not such payment shall be prohibited by
Article 16, and continuance of such default for a period of 30 days; or


 


(b)  default in the payment of
the principal of any of the Notes as and when the same shall become due and
payable either at maturity or in connection with any redemption or repurchase,
in each case pursuant to Article 3, by acceleration or otherwise, whether or
not such payment shall be prohibited by Article 16; or


 


(c)  the Company or any
Subsidiary Guarantor fails to comply with Section 12.01; or


 


(d)  the Company fails to comply
with Section 17.01 and such failure continues for 30 days after the date
on which written notice of such failure, requiring the Company to remedy the
same, shall have been given to the Company by the Trustee, or to the Company
and a Responsible Officer of the Trustee by the holders of at least 25% in
aggregate principal amount of the Notes at the time outstanding determined in
accordance with Section 9.04; or


 


(e)  default in the Company’s
obligation to convert the Notes into Common Stock upon the exercise of a
holder’s rights pursuant to Article 15; or


 


(f)  default in the Company’s
obligation to repurchase the Notes at the option of a holder upon a Fundamental
Change pursuant to Section 3.05 or on specified dates pursuant to Section 3.06;
or


 


39

















 


(g)  failure to provide notice
of the occurrence of a Fundamental Change on a timely basis as required by
Section 3.05; or


 


(h)  default in the Company’s
obligation to redeem the Notes after it has exercised its option to redeem; or


 


(i)  failure on the part of the
Company or any Subsidiary Guarantor duly to observe or perform any other of the
covenants or agreements on the part of the Company or such Subsidiary Guarantor
in the Notes or in this Indenture (other than a covenant or agreement a default
in whose performance or whose breach is elsewhere in this Section 7.01
specifically dealt with) continued for a period of 60 days after the date on
which written notice of such failure, requiring the Company to remedy the same,
shall have been given to the Company by the Trustee, or to the Company and a
Responsible Officer of the Trustee by the holders of at least 25% in aggregate
principal amount of the Notes at the time outstanding determined in accordance
with Section 9.04; or


 


(j)  default by the Company or
any of its Subsidiaries in the payment of the principal or interest on any
mortgage, agreement or other instrument under which there may be outstanding,
or by which there may be secured or evidenced, any of the indebtedness of the
Company or any of its Subsidiaries for money borrowed in excess of $10,000,000
for so long as the Company’s 81⁄2% Senior Subordinated Notes due 2011 remain
outstanding and $25,000,000 thereafter or its foreign currency equivalent in
the aggregate, whether such indebtedness now exists or shall hereafter be
created, resulting in such indebtedness becoming or being declared due and
payable, and such acceleration shall not have been rescinded or annulled within
10 days after the date on which written notice of such failure has been
received by the Company or such Subsidiary, as applicable, requiring the
Company to remedy the same, shall have been given to the Company by the
Trustee, or to the Company and a Responsible Officer of the Trustee by the
holders of at least 25% in aggregate principal amount of the Notes at the time
outstanding determined in accordance with Section 9.04; or


 


(k)  the Company or any
Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:


 


(i)                                     commences
a voluntary case;


 


(ii)                                  consents
to the entry of an order for relief against it in an involuntary case;


 


(iii)                               consents
to the appointment of a Custodian of it or for any substantial part of its
property;


 


(iv)                              makes
a general assignment for the benefit of its creditors; or


 


(v)                                 or
takes any comparable action under any foreign laws relating to insolvency; or


 


(l)  a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that:


 


40

















 


(i)                                     is
for relief against the Company or any Significant Subsidiary in an involuntary
case;


 


(ii)                                  appoints
a Bankruptcy Custodian of the Company or any Significant Subsidiary or for any
substantial part of its property;


 


(iii)                               orders
the winding up or liquidation of the Company or any Significant Subsidiary; or


 


(iv)                              or
any similar relief is granted under any foreign laws and the order or decree
remains unstayed and in effect for 60 days; or


 


(m)  any judgment or decree for
the payment of money in excess of $10,000,000 for so long as the Company’s 81⁄2%
Senior Subordinated Notes due 2011 remain outstanding and $25,000,000
thereafter or its foreign currency equivalent (in excess of the amount for
which liability for payment has been acknowledged by a solvent third party
insurer) against the Company or any Subsidiary Guarantor and either (i) an
enforcement proceeding has been commenced by any creditor upon such judgment or
decree or (ii) there is a period of 90 days following the entry of
such judgment or decree during which such judgment or decree is not discharged,
waived or the execution thereof stayed; or


 


(n)  any Subsidiary Guarantee of
a Subsidiary Guarantor holding more than 5% of the Company’s consolidated
assets or generating more than 5% of the Company’s consolidated sales or net
income as of and for the twelve months ended on the end of the most recent
fiscal quarter for which financial statements are publicly available ceases to
be in full force and effect (except as contemplated by the terms thereof) or
any such Subsidiary Guarantor or Person acting by or on behalf of any such
Subsidiary Guarantor denies or disaffirms such Subsidiary Guarantor’s
obligations under this Indenture or any Subsidiary Guarantee and such Default
continues for 10 days after the date on which written notice of such Default,
requiring the Company to remedy the same, has been given to the Company by the
Trustee, or to the Company and a Responsible Officer of the Trustee by the
holders of at least 25% in aggregate principal amount of the Notes at the time
outstanding determined in accordance with Section 9.04.


 


The Company shall
deliver to the Trustee, within 30 days after the occurrence thereof, written
notice in the form of an Officers’ Certificate of any event which is, or with
the giving of notice or the lapse of time or both would become, an Event of
Default, its status and what action the Company is taking or proposes to take
with respect thereto.


 


Section 7.02.  Acceleration.  If an Event of Default (other than an Event
of Default specified in Section 7.01(k) or (l) with respect to the
Company) occurs and is continuing, the Trustee by notice to the Company and the
Trustee, or the holders of at least 25% in principal amount of the outstanding
Notes then outstanding hereunder determined in accordance with Section 9.04 by
notice to the Company, may declare the principal of and accrued but unpaid
Interest on all the Notes to be due and payable.  Upon such a declaration, such principal and interest shall be due
and payable immediately.  If an Event of
Default specified in Section 7.01(k) or (l) with respect to the Company
occurs, the principal of and Interest on all the Notes shall ipso facto become
and be immediately due and payable without any declaration or other act on the
part of the Trustee or any holders. 
This provision, however, is subject to the


 


41

















 


conditions that if, at
any time after the principal of the Notes shall have been so declared due and
payable, and before any judgment or decree for the payment of the monies due
shall have been obtained or entered as hereinafter provided, the Company shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of Interest upon all Notes and the principal of any and all Notes
which shall have become due otherwise than by acceleration (with interest on
overdue installments of Interest (to the extent that payment of such interest
is enforceable under applicable law) and on such principal at the rate borne by
the Notes, to the date of such payment or deposit) and amounts due to the
Trustee pursuant to Section 8.07, and if any and all defaults under this
Indenture, other than the nonpayment of principal of and accrued Interest on
Notes which shall have become due by acceleration, shall have been cured or
waived pursuant to Section 7.05, then and in every such case the holders of a
majority in aggregate principal amount of the Notes then outstanding, by
written notice to the Company and to the Trustee, may waive all defaults or Events
of Default and rescind and annul such declaration and its consequences; but no
such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or Event of Default, or shall impair any right consequent
thereon.


 


In case the Trustee shall
have proceeded to enforce any right under this Indenture and such proceedings
shall have been discontinued or abandoned because of such waiver or rescission
and annulment or for any other reason or shall have been determined adversely
to the Trustee, then and in every such case the Company, the holders of Notes,
and the Trustee shall be restored respectively to their several positions and
rights hereunder, and all rights, remedies and powers of the Company, the
holders of Notes, and the Trustee shall continue as though no such proceeding
had been taken.


 


Section 7.03.  Payments of
Notes on Default; Suit Therefor. 
The Company covenants that (a) in case default shall be made in the
payment of any installment of Interest upon any of the Notes as and when the
same shall become due and payable, and such default shall have continued for a
period of 30 days, or (b) in case default shall be made in the payment of the
principal of any of the Notes as and when the same shall have become due and
payable, whether at maturity of the Notes or in connection with any redemption,
repurchase, acceleration, declaration or otherwise, then, upon demand of the
Trustee, the Company will pay to the Trustee, for the benefit of the holders of
the Notes, the whole amount that then shall have become due and payable on all
such Notes for principal or Interest, as the case may be, with interest upon
the overdue principal and (to the extent that payment of such interest is
enforceable under applicable law) upon the overdue installments of Interest at
the rate borne by the Notes, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other amounts due the Trustee under Section 8.07.  Until such demand by the Trustee, the Company may pay the
principal of and Interest on the Notes to the registered holders, whether or
not the Notes are overdue.


 


In case the Company shall
fail forthwith to pay such amounts upon such demand, the Trustee, in its own
name and as trustee of an express trust, shall be entitled and empowered to
institute any actions or proceedings at law or in equity for the collection of
the sums so due and unpaid, and may prosecute any such action or proceeding to
judgment or final decree, and may enforce any such judgment or final decree
against the Company or any other obligor on the Notes and collect in the manner
provided by law out of the property of the Company or any other obligor on the
Notes wherever situated the monies adjudged or decreed to be payable.


 


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In case there shall be
pending proceedings for the bankruptcy or for the reorganization of the Company
or any other obligor on the Notes under Title 11 of the United States Code, or
any other applicable law, or in case a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official
shall have been appointed for or taken possession of the Company or such other
obligor, the property of the Company or such other obligor, or in the case of
any other judicial proceedings relative to the Company or such other obligor
upon the Notes, or to the creditors or property of the Company or such other
obligor, the Trustee, irrespective of whether the principal of the Notes shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section 7.03, shall be entitled and empowered, by
intervention in such proceedings or otherwise, to file and prove a claim or
claims for the whole amount of principal and Interest owing and unpaid in
respect of the Notes, and, in case of any judicial proceedings, to file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and of the Noteholders allowed in
such judicial proceedings relative to the Company or any other obligor on the
Notes, its or their creditors, or its or their property, and to collect and
receive any monies or other property payable or deliverable on any such claims,
and to distribute the same after the deduction of any amounts due the Trustee under
Section 8.07, and to take any other action with respect to such claims,
including participating as a member of any official committee of creditors, as
it reasonably deems necessary or advisable, and, unless prohibited by law or
applicable regulations, and any receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, custodian or similar official is hereby authorized
by each of the Noteholders to make such payments to the Trustee, and, in the
event that the Trustee shall consent to the making of such payments directly to
the Noteholders, to pay to the Trustee any amount due it for reasonable
compensation, expenses, advances and disbursements, including counsel fees and
expenses incurred by it up to the date of such distribution.  To the extent that such payment of
reasonable compensation, expenses, advances and disbursements out of the estate
in any such proceedings shall be denied for any reason, payment of the same
shall be secured by a lien on, and shall be paid out of, any and all distributions,
dividends, monies, securities and other property which the holders of the Notes
may be entitled to receive in such proceedings, whether in liquidation or under
any plan of reorganization or arrangement or otherwise.


 


All rights of action and
of asserting claims under this Indenture, or under any of the Notes, may be
enforced by the Trustee without the possession of any of the Notes, or the
production thereof at any trial or other proceeding relative thereto, and any
such suit or proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the holders of the Notes.


 


In any proceedings
brought by the Trustee (and in any proceedings involving the interpretation of
any provision of this Indenture to which the Trustee shall be a party) the
Trustee shall be held to represent all the holders of the Notes, and it shall
not be necessary to make any holders of the Notes parties to any such
proceedings.


 


Section 7.04.  Other
Remedies.  If an Event of
Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal of or Interest on the Notes or to enforce
the performance of any provision of the Notes, the Subsidiary Guarantees or


 


43

















 


this Indenture.  The Trustee may maintain a proceeding even
if it does not possess any of the Notes or Subsidiary Guarantees or does not
produce any of them in the proceeding. 
A delay or omission by the Trustee or any holder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default.  No remedy is exclusive of any other
remedy.  All available remedies are
cumulative.


 


Section 7.05.  Waiver of Past Defaults.  The holders of a majority in principal
amount of the Notes then outstanding determined in accordance with Section 9.04
by notice to the Trustee may waive an existing Default and its consequences
except (i) a default in the payment of Interest on, or the principal of, the
Notes, (ii) a failure by the Company to convert any Notes into Common Stock,
(iii) a default in the payment of the Redemption Price pursuant to Section
3.03, (iv) a default in the payment of the Fundamental Change Repurchase Price
pursuant to Section 3.05 or Company Repurchase Price pursuant to Section 3.06
or (v) a default in respect of a covenant or provisions hereof which under
Article 11 cannot be modified or amended without the consent of the holders of
each or all Notes then outstanding or affected thereby.  Upon any such waiver, the Company, the
Trustee and the holders of the Notes shall be restored to their former
positions and rights hereunder; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.  Whenever any default or Event
of Default hereunder shall have been waived as permitted by this Section 7.05,
said default or Event of Default shall for all purposes of the Notes (and the
Subsidiary Guarantees, if applicable) and this Indenture be deemed to have been
cured and to be not continuing; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.


 


Section 7.06.  Control by
Majority.  The holders of a
majority in aggregate principal amount of the Notes at the time outstanding
determined in accordance with Section 9.04 may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
of exercising any trust or power conferred on the Trustee.  However, the Trustee may refuse to follow
any direction that conflicts with law or this Indenture or, subject to
Section 8.01, that the Trustee determines is unduly prejudicial to the
rights of other Holders or would involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the
Trustee that is not inconsistent with such direction.  Prior to taking any action hereunder, the Trustee shall be
entitled to indemnification satisfactory to it in its sole discretion against
all losses and expenses caused by taking or not taking such action.


 


Section
7.07.  Limitation
on Suits.  (a)  Except
to enforce the right to receive payment of principal, premium (if any) or
interest when due, no holder may pursue any remedy with respect to this
Indenture, the Notes or the Subsidiary Guarantees unless:


 


(i)            the holder gives to
the Trustee written notice stating that an Event of Default is continuing;


 


(ii)           the holders of at
least 25% in aggregate principal amount of the Notes then outstanding make a
written request to the Trustee to pursue the remedy;


 


(iii)          such holder or
holders offer to the Trustee security or indemnity reasonably satisfactory to
it against any loss, liability or expense;


 


44

















 


(iv)          the Trustee does not
comply with the request within 60 days after receipt of the request and the
offer of security or indemnity; and


 


(v)           the holders of a
majority in principal amount of the Notes then outstanding do not give the
Trustee a direction inconsistent with the request during such 60-day period.


 


(b)  A holder may not use this
Indenture to prejudice the rights of another holder or to obtain a preference
or priority over another holder.


 


Section 7.08.  Rights of
Holders to Receive Payment. 
Notwithstanding any other provision of this Indenture and any provision
of any Note, the right of any holder of any Note to receive payment of the
principal of (including any Redemption Price or Repurchase Price pursuant to
Article 3) and accrued Interest on such Note on or after the respective due
dates expressed in such Note, or to institute suit for the enforcement of any
such payment on or after such respective dates against the Company, shall not
be impaired or affected without the consent of such holder.


 


Anything in this
Indenture or the Notes to the contrary notwithstanding, the holder of any Note,
without the consent of either the Trustee or the holder of any other Note, in
its own behalf and for its own benefit, may enforce, and may institute and
maintain any proceeding suitable to enforce, its rights of conversion as
provided herein.


 


Section 7.09.  Collection
Suit by Trustee.  If an Event
of Default specified in Section 7.01(a) or (b) occurs and is continuing,
the Trustee may recover judgment in its own name and as trustee of an express
trust against the Company or any other obligor on the Notes or the Subsidiary
Guarantees for the whole amount then due and owing (together with Interest on
overdue principal and (to the extent lawful) on any unpaid Interest at the rate
provided for in the Notes) and the amounts provided for in Section 8.07.


 


Section 7.10.  Trustee May
File Proofs of Claim.  The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and the
holders allowed in any judicial proceedings relative to the Company, any
Subsidiary or Subsidiary Guarantor, their creditors or their property and,
unless prohibited by law or applicable regulations, may vote on behalf of the
holders in any election of a trustee in bankruptcy or other Person performing
similar functions, and any Bankruptcy Custodian in any such judicial proceeding
is hereby authorized by each holder to make payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to
the holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 8.07.


 


Section 7.11.  Priorities.  Any monies collected by the Trustee pursuant
to this Article 7 shall be applied in the order following, for the distribution
of such monies, upon presentation of the several Notes, and stamping thereon
the payment, if only partially paid, and upon surrender thereof, if fully paid:


 


FIRST:  To the
payment of all amounts due the Trustee under Section 8.07;


 


45

















 


SECOND:  to holders of Senior Indebtedness of the
Company to the extent required by Article 16 and to holders of Senior
Indebtedness of the Subsidiary Guarantors to the extent required by Article 18;


 


THIRD:  In case the principal of the outstanding
Notes shall not have become due and be unpaid, to the payment of Interest on
the Notes in default in the order of the maturity of the installments of such
Interest, with interest (to the extent that such interest has been collected by
the Trustee) upon the overdue installments of Interest at the rate borne by the
Notes, such payments to be made ratably to the Persons entitled thereto;


 


FOURTH:  In case the principal of the outstanding
Notes shall have become due, by declaration or otherwise, and be unpaid, to the
payment of the whole amount then owing and unpaid upon the Notes for principal
and Interest, with interest on the overdue principal and (to the extent that
such interest has been collected by the Trustee) upon overdue installments of Interest
at the rate borne by the Notes, and in case such monies shall be insufficient
to pay in full the whole amounts so due and unpaid upon the Notes, then to the
payment of such principal and Interest without preference or priority of
principal over Interest, or of Interest over principal, or of any installment
of Interest over any other installment of Interest, or of any Note over any
other Note, ratably to the aggregate of such principal and accrued and unpaid
Interest; and


 


FIFTH:  To the payment of the remainder, if any, to
the Company.


 


The Trustee may fix a
record date and payment date for any payment to holders pursuant to this
Section.  At least 15 days before
such record date, the Trustee shall mail to each holder and the Company a
notice that states the record date, the payment date and amount to be paid.


 


Section 7.12.  Undertaking
for Costs.  All parties to
this Indenture agree, and each holder of any Note by its acceptance thereof
shall be deemed to have agreed, that any court may, in its discretion, require,
in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses, against
any party litigant in such suit, having due regard to the merits and good faith
of the claims or defenses made by such party litigant; provided that the
provisions of this Section 7.12 (to the extent permitted by law) shall not
apply to any suit instituted by the Trustee, to any suit instituted by any
Noteholder pursuant to Section 7.08, or by a group of Noteholders holding in
the aggregate more than 25% in principal amount of the Notes at the time
outstanding determined in accordance with Section 9.04, or to any suit
instituted by any Noteholder for the enforcement of the payment of the
principal of or Interest on any Note on or after the due date expressed in such
Note or to any suit for the enforcement of the right to convert any Note in
accordance with the provisions of Article 15.


 


Section 7.13.  Remedies
Cumulative and Continuing. 
Except as provided in Section 2.06, all powers and remedies given by
this Article 7 to the Trustee or to the Noteholders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any thereof or of
any other powers and remedies available to the Trustee or the holders of the
Notes, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture, and no
delay or omission of the Trustee or of any holder of any of


 


46

















 


the Notes to exercise any
right or power accruing upon any default or Event of Default occurring and
continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or any acquiescence therein, and,
subject to the provisions of Sections 7.06 and 7.07, every power and remedy
given by this Article 7 or by law to the Trustee or to the Noteholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Noteholders.


 


ARTICLE 8

THE TRUSTEE


 


Section 8.01.  Duties of
Trustee.  (a)  If an Event of Default has occurred and is
continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs.


 


(b)  Except during the
continuance of an Event of Default:


 


(i)            the Trustee
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and


 


(ii)           in the absence of
bad faith on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture. 
However, in the case of any such certificates or opinions which by any
provision of this Indenture are specifically required to be furnished to the
Trustee, the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture.


 


(c)  The Trustee may not be relieved
from liability for its own negligent action, its own negligent failure to act
or its own wilful misconduct, except that:


 


(i)            this paragraph does
not limit the effect of paragraph (b) of this Section;


 


(ii)           the Trustee shall
not be liable for any error of judgment made in good faith by a Trust Officer
unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts;


 


(iii)          the Trustee shall
not be liable with respect to any action it takes or omits to take in good
faith in accordance with a direction received by it pursuant to
Section 7.06; and


 


(iv)          no provision of this
Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers, if it shall have
reasonable grounds to believe that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.


 


47

















 


(d)  the Trustee shall not be
liable in respect of any payment (as to the correctness of amount, entitlement
to receive or any other matters relating to payment) or notice effected by the
Company or any Paying Agent or any records maintained by any co-registrar with
respect to the Notes; and


 


(e)  if any party fails to
deliver a notice relating to an event the fact of which, pursuant to this
Indenture, requires notice to be sent to the Trustee, the Trustee may
conclusively rely on its failure to receive such notice as reason to act as if
no such event occurred.


 


(f)  the Trustee shall not be
deemed to have knowledge or notice of any Default or Event of Default hereunder
unless a Responsible Officer of the Trustee shall have received at the
Corporate Trust Office written notice of such default or Event of Default from
the Company or the holders of at least 10% in aggregate principal amount of the
Notes and such notice refers to such default or Event of Default, the Notes and
the Indenture.


 


(g)  Every provision of this
Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), (c), (d), (e) and (f) of this Section.


 


(h)  the Trustee shall not be
liable for interest on any money received by it except as the Trustee may agree
in writing with the Company.


 


(i)  Subject to the provisions
of Section 13.03, all monies received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received.  Money held by the
Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law.  The Trustee
shall be under no liability for interest on any money received by it hereunder
except as may be agreed in writing from time to time by the Company and the
Trustee.


 


(j)  Every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section
and to the provisions of the Trust Indenture Act.


 


Except as otherwise
provided in this Section 8.01, whenever in the administration of the provisions
of this Indenture the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of bad faith or willful misconduct
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers’ Certificate delivered to the Trustee.


 


Section 8.02.  Rights of
Trustee.  (a) The Trustee may conclusively rely on any
document believed by it to be genuine and to have been signed or presented by
the proper person.  The Trustee need not
investigate any fact or matter stated in the document.


 


(b)  Before the Trustee acts or
refrains from acting, it may require an Officers’ Certificate or an Opinion of
Counsel.  The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
the Officers’ Certificate or Opinion of Counsel.


 


(c)  The Trustee may act through
agents and shall not be responsible for the misconduct or negligence of any
agent appointed with due care.


 


48

















 


(d)  The Trustee shall not be
liable for any action it takes or omits to take in good faith which it believes
to be authorized or within its rights or powers; provided, however,
that the Trustee’s conduct does not constitute wilful misconduct or negligence.


 


(e)  The Trustee may consult with
counsel of its selection, and the advice or opinion of counsel with respect to
legal matters relating to this Indenture, the Notes and the Subsidiary
Guarantees shall be full and complete authorization and protection from
liability in respect of any action taken, omitted or suffered by it hereunder
in good faith and in accordance with the advice or opinion of such counsel.


 


(f)  the Trustee shall be under
no obligation to exercise any of the rights or powers vested in it by this
Indenture at the request, order or direction of any of the Noteholders pursuant
to the provisions of this Indenture, unless such Noteholders shall have offered
to the Trustee reasonable security or indemnity satisfactory to it against the
costs, expenses and liabilities which may be incurred therein or thereby;


 


(g)  The Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, debenture, note or other paper or
document unless requested in writing to do so by the holders of not less than a
majority in principal amount of the Notes at the time outstanding determined as
provided in Section 9.04, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, to the extent necessary to determine the relevant facts,
personally or by agent or attorney; provided that, except to carry out
its obligations under this Indenture, the Trustee shall not disclose any
information obtained as a result of such examination without the written
consent of the Company.


 


(h)  The rights, privileges,
protections, immunities and benefits given to the Trustee, including, without
limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and each duly
authorized agent, custodian and other Person employed by the Trustee to act
hereunder and acting within the limits of such person’s actual authority.


 


(i)  The Trustee may request
that the Company deliver an Officers’ Certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officers’ Certificate may be signed
by any person authorized to sign an Officers’ Certificate, including any person
specified as so authorized in any such certificate previously delivered and not
superseded.


 


(j)  In no event shall the
Trustee be responsible or liable for special, indirect, or consequential loss
or damage of any kind whatsoever (including, but not limited to, loss of
profit) irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.


 


Section 8.03.  Individual
Rights of Trustee.  The Trustee in its individual or any other
capacity may become the owner or pledgee of Notes and the Subsidiary Guarantees
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were


 


49

















 


not Trustee.  Any Paying Agent, Conversion Agent or Note
Registrar may do the same with like rights. 
However, the Trustee must comply with Sections 8.10 and 8.11.


 


Section 8.04.  Trustee’s
Disclaimer.  The recitals
contained herein and in the Notes (except in the Trustee’s certificate of
authentication) shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for the correctness of the same.  The Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Indenture, any
Subsidiary Guarantee or the Notes, it shall not be accountable for the
Company’s use of the proceeds from the Notes, and it shall not be responsible
for any statement of the Company or any Subsidiary Guarantor in this Indenture
or in any document issued in connection with the sale of the Notes or in the
Notes or Subsidiary Guarantees other than the Trustee’s certificate of
authentication.  The Trustee shall not
be charged with knowledge of any Default or Event of Default under Sections
7.01(c), (d), (e), (f), (g), (h), (i), (j) or (m) or of the identity of any
Significant Subsidiary unless either (a) a Responsible Officer of the
Trustee shall have actual knowledge thereof or (b) the Trustee shall have
received notice thereof in accordance with Section 19.03 hereof from the
Company, any Subsidiary Guarantor or any holder.


 


Section 8.05.  Notice of
Default.  If a Default occurs
and is continuing and if it is known to the Trustee, the Trustee shall mail to
each Noteholder, as the names and addresses of such holders appear upon the
Note Register, notice of the Default within the earlier of 90 days after it
occurs or 30 days after it is actually known to a Responsible Officer or
written notice of it is received by the Trustee, unless such Defaults shall
have been cured or waived before the giving of such notice; provided that
except in the case of Default in the payment of the principal of or Interest on
any of the Notes, the Trustee shall be protected in withholding such notice if and
so long as a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interests of the Noteholders.


 


Section 8.06.  Reports by
Trustee to Holders.  As
promptly as practicable after each May 15 beginning with May 15,
2004, and in any event prior to June 15 in each year, the Trustee
shall mail to each Noteholder a brief report dated as of such June 15 that
complies with Section 313(a) of the Trust Indenture Act if and to the
extent required thereby.  The Trustee
shall also comply with Section 313(b) of the Trust Indenture Act.


 


A copy of each report at
the time of its mailing to holders shall be filed with the Commission and each
stock exchange (if any) on which the Notes are listed.  The Company agrees to notify promptly the
Trustee whenever the Notes become listed on any stock exchange and of any
delisting thereof.


 


Section 8.07.  Compensation
and Indemnity.  Each of the
Company and the Subsidiary Guarantors, jointly and severally, covenants and
agrees to pay to the Trustee from time to time such compensation as shall be
agreed in writing between the Company and the Trustee for its services.  The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust.  The Company shall promptly reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred or made
by it, including costs of collection, in addition to the compensation for its
services in accordance with the terms agreed by the Company and the
Trustee.  Such expenses shall include
the reasonable compensation and expenses, disbursements and advances of the
Trustee’s agents, counsel, accountants and experts.  Each of the Company and the Subsidiary Guarantors, jointly and
severally, covenants to


 


50

















 


indemnify the Trustee
against any and all loss, liability, damage, claim or expense (including
reasonable attorneys’ fees and expenses) incurred by or in connection with the
acceptance or administration of this trust and the performance of its duties
hereunder.  The Trustee shall notify the
Company of any claim for which it may seek indemnity promptly upon the Trustee
actually receiving written notice thereof; provided, however,
that any failure so to notify the Company shall not relieve the Company or any
Subsidiary Guarantor of its indemnity obligations hereunder if not materially
prejudicial to the Company.  The Company
shall defend the claim and the indemnified party shall provide reasonable
cooperation at the Company’s expense in the defense.  Such indemnified parties may have one separate counsel and the
Company and the Subsidiary Guarantors, as applicable shall pay the fees and
expenses of such counsel; provided, however, that the Company
shall not be required to pay such fees and expenses if it assumes such
indemnified parties’ defense and, in such indemnified parties’ reasonable
judgment, there is no conflict of interest between the Company and the
Subsidiary Guarantors, as applicable, and such parties in connection with such
defense.  The Company need not reimburse
any expense or indemnify against any loss, liability or expense incurred by an
indemnified party through such party’s own wilful misconduct, negligence or bad
faith.


 


To secure the Company’s
payment obligations in this Section, the Trustee shall have a lien prior to the
Notes on all money or property held or collected by the Trustee other than
money or property held in trust to pay principal of and Interest on particular
Notes.


 


The Company’s payment
obligations pursuant to this Section shall survive the satisfaction or
discharge of this Indenture, any rejection or termination of this Indenture
under any bankruptcy law or the resignation or removal of the Trustee.  Without prejudice to any other rights
available to the Trustee under applicable law, when the Trustee incurs expenses
after the occurrence of a Default specified in Section 7.01(k) or (l) with
respect to the Company, the expenses are intended to constitute expenses of
administration under the Bankruptcy Law.


 


Section 8.08.  Replacement
of Trustee.  (a)  The Trustee may resign at any time by so
notifying the Company.  The holders of a
majority in principal amount of the Notes at the time outstanding may remove
the Trustee by so notifying the Trustee and may appoint a successor
Trustee.  The Company shall remove the
Trustee if:


 


(i)            the Trustee fails
to comply with Section 8.10;


 


(ii)           the Trustee is
adjudged bankrupt or insolvent;


 


(iii)          a receiver or other
public officer takes charge of the Trustee or its property; or


 


(iv)          the Trustee
otherwise becomes incapable of acting.


 


If the Trustee has or
shall acquire a conflicting interest within the meaning of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust
Indenture Act and this Indenture.


 


(b)  If the Trustee resigns, is
removed by the Company or by the holders of a majority in principal amount of
the Notes at the time outstanding and such holders do not reasonably promptly
appoint a successor Trustee, or if a vacancy exists in the office of Trustee
for any


 


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reason (the
Trustee in such event being referred to herein as the retiring Trustee), the
Company shall promptly appoint a successor Trustee.


 


(c)  A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to
the Company.  Thereupon the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail
a notice of its succession to holders. 
The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, subject to the lien provided for in
Section 8.07.


 


(d)  If a successor Trustee does
not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee or the holders of 25% in principal amount of the
Notes at the time outstanding may petition, at the expense of the Company, any
court of competent jurisdiction for the appointment of a successor Trustee.


 


(e)  If the Trustee fails to
comply with Section 8.10, unless the Trustee’s duty to resign is stayed as
provided in Section 310(b) of the Trust Indenture Act, any holder who has
been a bona fide holder of a Note for at least six months may petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee.


 


(f)  Notwithstanding the
replacement of the Trustee pursuant to this Section, the Company’s obligations
under Section 8.07 shall continue for the benefit of the retiring Trustee.


 


Section 8.09.  Successor
Trustee by Merger.  If the
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Trustee.


 


In case at the time such
successor or successors by merger, conversion or consolidation to the Trustee
shall succeed to the trusts created by this Indenture any of the Notes shall
have been authenticated but not delivered, any such successor to the Trustee
may adopt the certificate of authentication of any predecessor trustee, and
deliver such Notes so authenticated; and in case at that time any of the Notes
shall not have been authenticated, any successor to the Trustee may
authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Notes or in
this Indenture provided that the certificate of the Trustee shall have.


 


Section 8.10.  Eligibility;
Disqualification.  The
Trustee shall at all times satisfy the requirements of Section 310(a) of
the Trust Indenture Act.  The Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition.  The Trustee shall comply with
Section 310(b) of the Trust Indenture Act, subject to its right to apply for
a stay of its duty to resign under the penultimate paragraph of
Section 310(b) of the Trust Indenture Act; provided, however,
that there shall be excluded from the operation of Section 310(b)(1) of
the Trust Indenture Act any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
Section 310(b)(1) of the Trust Indenture Act are met.


 


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Section 8.11.  Preferential
Collection of Claims Against Company.  The Trustee shall comply with Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship listed in
Section 311(b) of the Trust Indenture Act.  A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated.


 


ARTICLE 9

THE NOTEHOLDERS


 


Section 9.01.  Action by
Noteholders.  Whenever in
this Indenture it is provided that the holders of a specified percentage in
aggregate principal amount of the Notes may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of taking any such
action, the holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by Noteholders in person or by agent or proxy appointed in writing, or
(b) by the record of the holders of Notes voting in favor thereof at any
meeting of Noteholders duly called and held in accordance with the provisions
of Article 10, or (c) by a combination of such instrument or instruments and
any such record of such a meeting of Noteholders.  Whenever the Company or the Trustee solicits the taking of any
action by the holders of the Notes, the Company or the Trustee may fix in
advance of such solicitation, a date as the record date for determining holders
entitled to take such action.  The
record date shall he not more than 15 days prior to the date of commencement of
the solicitation of such action.


 


Section 9.02.  Proof of
Execution by Noteholders. 
Subject to the provisions of Section 8.01, 8.02 and 10.05, proof of the
execution of any instrument by a Noteholder or its agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee.  The holding of Notes shall
be proved by the registry of such Notes or by a certificate of the Note
Registrar.


 


The record of any
Noteholders’ meeting shall be proved in the manner provided in Section 10.06.


 


Section 9.03.  Who Are
Deemed Absolute Owners.  The
Company, the Trustee, any Paying Agent, any Conversion Agent and any Note
Registrar may deem the Person in whose name such Note shall be registered upon
the Note Register to be, and may treat it as, the absolute owner of such Note
(whether or not such Note shall be overdue and notwithstanding any notation of
ownership or other writing thereon made by any Person other than the Company or
any Note Registrar) for the purpose of receiving payment of or on account of
the principal of and Interest on such Note, for conversion of such Note and for
all other purposes; and neither the Company nor the Trustee nor any Paying
Agent nor any Conversion Agent nor any Note Registrar shall be affected by any
notice to the contrary.  All such
payments so made to any holder for the time being, or upon his order, shall be
valid, and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for monies payable upon any such Note.


 


Section 9.04.  Company-owned
Notes Disregarded.  In
determining whether the holders of the requisite aggregate principal amount of
Notes have concurred in any direction, consent, waiver or other action under
this Indenture, Notes which are owned by the Company or any other obligor on
the Notes or any Affiliate of the Company or any other obligor on the Notes
shall be


 


53

















 


disregarded and deemed
not to be outstanding for the purpose of any such determination; provided that
for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, consent, waiver or other action, only Notes
which a Responsible Officer knows are so owned shall be so disregarded.  Notes so owned which have been pledged in
good faith may be regarded as outstanding for the purposes of this Section 9.04
if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s
right to vote such Notes and that the pledgee is not the Company, any other
obligor on the Notes or any Affiliate of the Company or any such other obligor.  In the case of a dispute as to such right,
any decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee.  Upon request
of the Trustee, the Company shall furnish to the Trustee promptly an Officers’
Certificate listing and identifying all Notes, if any, known by the Company to
be owned or held by or for the account of any of the above described Persons,
and, subject to Section 8.01, the Trustee shall be entitled to accept such
Officers’ Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Notes listed therein are outstanding for the purpose of
any such determination.


 


Section 9.05.  Revocation
of Consents, Future Holders Bound. 
At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 9.01, of the taking of any action by the holders of the
percentage in aggregate principal amount of the Notes specified in this
Indenture in connection with such action, any holder of a Note which is shown
by the evidence to be included in the Notes the holders of which have consented
to such action may, by filing written notice with the Trustee at its Corporate
Trust Office and upon proof of holding as provided in Section 9.02, revoke such
action so far as concerns such Note. 
Except as aforesaid, any such action taken by the holder of any Note
shall be conclusive and binding upon such holder and upon all future holders
and owners of such Note and of any Notes issued in exchange or substitution
therefor, irrespective of whether any notation in regard thereto is made upon
such Note or any Note issued in exchange or substitution therefor.


 


ARTICLE 10

MEETINGS OF NOTEHOLDERS


 


Section 10.01.  Purpose of
Meetings.  A meeting of
Noteholders may be called at any time and from time to time pursuant to the
provisions of this Article 10 for any of the following purposes:


 


(1)           to give any notice
to the Company or to the Trustee or to give any directions to the Trustee
permitted under this Indenture, or to consent to the waiving of any default or
Event of Default hereunder and its consequences, or to take any other action
authorized to be taken by Noteholders pursuant to any of the provisions of
Article 7;


 


(2)           to remove the
Trustee and nominate a successor trustee pursuant to the provisions of Article
8;


 


(3)           to consent to the
execution of an indenture or indentures supplemental hereto pursuant to the
provisions of Section 11.02; or


 


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(4)           to take any other
action authorized to be taken by or on behalf of the holders of any specified
aggregate principal amount of the Notes under any other provision of this
Indenture or under applicable law.


 


Section 10.02.  Call of
Meetings by Trustee.  The
Trustee may at any time call a meeting of Noteholders to take any action
specified in Section 10.01, to be held at such time and at such place as the
Trustee shall determine.  Notice of
every meeting of the Noteholders, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting and the
establishment of any record date pursuant to Section 9.01, shall be mailed to
holders of Notes at their addresses as they shall appear on the Note
Register.  Such notice shall also be
mailed to the Company.  Such notices
shall be mailed not less than 20 nor more than 90 days prior to the date fixed
for the meeting.


 


Any meeting of
Noteholders shall be valid without notice if the holders of all Notes then
outstanding are present in person or by proxy or if notice is waived before or
after the meeting by the holders of all Notes outstanding, and if the Company
and the Trustee are either present by duly authorized representatives or have,
before or after the meeting, waived notice.


 


Section 10.03.  Call of
Meetings by Company or Noteholders. 
In case at any time the Company, pursuant to a resolution of its Board
of Directors, or the holders of at least 10% in aggregate principal amount of
the Notes then outstanding, shall have requested the Trustee to call a meeting
of Noteholders, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed the notice of such meeting within 20 days after receipt of such request,
then the Company or such Noteholders may determine the time and the place for
such meeting and may call such meeting to take any action authorized in Section
10.01, by mailing notice thereof as provided in Section 10.02.


 


Section 10.04.  Qualifications
for Voting.  To be entitled
to vote at any meeting of Noteholders a person shall (a) be a holder of one or
more Notes on the record date pertaining to such meeting or (b) be a person
appointed by an instrument in writing as proxy by a holder of one or more Notes
on the record date pertaining to such meeting. 
The only persons who shall be entitled to be present or to speak at any
meeting of Noteholders shall be the persons entitled to vote at such meeting
and their counsel and any representatives of the Trustee and its counsel and
any representatives of the Company and its counsel.


 


Section 10.05.  Regulations.  Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Noteholders, in regard to proof of the holding of
Notes and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.


 


The Trustee shall, by an
instrument in writing, appoint a temporary chairman of the meeting, unless the
meeting shall have been called by the Company or by Noteholders as provided in
Section 10.03, in which case the Company or the Noteholders calling the
meeting, as the case may be, shall in like manner appoint a temporary
chairman.  A permanent chairman and a
permanent secretary of the meeting shall be elected by vote pf the holders of a
majority in principal amount of the Notes represented at the meeting and
entitled to vote at the meeting.


 


55



















Subject to the provisions of
Section 9.04, at any meeting each Noteholder or proxyholder shall be
entitled to one vote for each $1,000 principal amount of Notes held or
represented by him; provided that no vote shall be cast or counted at any
meeting in respect of any Note challenged as not outstanding and ruled by the
chairman of the meeting to be not outstanding. 
The chairman of the meeting shall have no right to vote other than by
virtue of Notes held by him or instruments in writing as aforesaid duly designating
him as the proxy to vote on behalf of other Noteholders.  Any meeting of Noteholders duly called
pursuant to the provisions of Section 10.02 or 10.03 may be adjourned from
time to time by the holders of a majority of the aggregate principal amount of
Notes represented at the meeting, whether or not constituting a quorum, and the
meeting may be held as so adjourned without further notice.


 


Section 10.06.  Voting.  The vote upon any resolution submitted to
any meeting of Noteholders shall be by written ballot on which shall be
subscribed the signatures of the holders of Notes or of their representatives
by proxy and the outstanding principal amount of the Notes held or represented
by them.  The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting.  A record in
duplicate of the proceedings of each meeting of Noteholders shall be prepared
by the secretary of the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was
mailed as provided in Section 10.02. 
The record shall show the principal amount of the Notes voting in favor
of or against any resolution.  The
record shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the duplicates shall be delivered to
the Company and the other to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting.


 


Any record so signed and verified shall be
conclusive evidence of the matters therein stated.


 


Section 10.07.  No Delay of Rights by Meeting.  Nothing contained in this Article 10
shall be deemed or construed to authorize or permit, by reason of any call of a
meeting of Noteholders or any rights expressly or impliedly conferred hereunder
to make such call, any hindrance or delay in the exercise of any right or
rights conferred upon or reserved to the Trustee or to the Noteholders under
any of the provisions of this Indenture or of the Notes.


 


ARTICLE 11

SUPPLEMENTAL INDENTURES


 


Section 11.01.  Supplemental Indentures Without Consent
of Noteholders.  The Company
and the Subsidiary Guarantors, when authorized by the resolutions of the Board
of Directors, and the Trustee may, from time to time, and at any time enter
into an indenture or indentures supplemental hereto for one or more of the
following purposes:


 


(a)  to exercise the Company’s
right to elect the payment option pursuant to Section 15.02(g) and to make
related changes throughout the Indenture;


 


56

















 


(b)  make provision with respect
to the conversion rights of the holders of Notes pursuant to the requirements
of Section 15.06 or the repurchase obligations of the Company pursuant to
the requirements of Section 3.08(h);


 


(c)  to convey, transfer,
assign, mortgage or pledge to the Trustee as security for the Notes, any
property or assets or to add guarantees with respect to the Notes;


 


(d)  surrender any of the
Company’s rights or powers under the Indenture;


 


(e)  to evidence the succession
of another Person to the Company or any Subsidiary Guarantor, as applicable, or
successive successions, and the assumption by the successor Person of the
covenants, agreements and obligations of the Company or such Subsidiary
Guarantor pursuant to Article 12;


 


(f)  to provide for
uncertificated Notes in addition to or in place of certificated Notes; provided,
however, that the uncertificated Notes are issued in registered form for
purposes of Section 163(f) of the Code or in a manner such that the
uncertificated Notes are described in Section 163(f)(2)(B) of the Code;


 


(g)  to make any change in
Article 16 or Article 18 that would limit or terminate the benefits
available to any holder of Senior Indebtedness of the Company or a Subsidiary
Guarantor (or Representatives thereof) under Article 16 or
Article 18, respectively;


 


(h)  to add to the covenants of
the Company such further covenants, restrictions or conditions for the benefit
of the holders of Notes, and to make the occurrence, or the occurrence and
continuance, of a default in any such additional covenants, restrictions or
conditions a default or an Event of Default permitting the enforcement of all
or any of the several remedies provided in this Indenture as herein set forth;
provided that in respect of any such additional covenant, restriction or
condition, such supplemental indenture may provide for a particular period of
grace after default (which period may be shorter or longer than that allowed in
the case of other defaults) or may provide for an immediate enforcement upon
such default or may limit the remedies available to the Trustee upon such
default;


 


(i)  to provide for the issuance
under this Indenture of Notes in coupon form (including Notes registrable as to
principal only) and to provide for exchangeability of such Notes with the Notes
issued hereunder in fully registered form and to make all appropriate changes
for such purpose;


 


(j)  to cure any ambiguity or to
correct or supplement any provision contained herein or in any supplemental
indenture that may be defective or inconsistent with any other provisions
contained herein or in any supplemental indenture, or to make such other
provision in regard to matters or questions arising under this Indenture that
shall not materially adversely affect the interests of the holders of the
Notes;


 


(k)  to evidence and provide for
the acceptance of appointment hereunder by a successor Trustee with respect to
the Notes;


 


57

















 


(l)  to modify, eliminate or add
to the provisions of this Indenture to such extent as shall be necessary to
effect the qualifications of this Indenture under the Trust Indenture Act, or
under any similar federal statute hereafter enacted; or


 


(m)  make other changes to the
Indenture or forms or terms of the Notes, provided no such change individually
or in the aggregate with all other such changes has or will have a material
adverse effect on the interests of the Noteholders.


 


Upon the written request of the Company,
accompanied by a copy of the resolutions of the Board of Directors certified by
its Secretary or Assistant Secretary authorizing the execution of any
supplemental indenture, the Trustee is hereby authorized to join with the
Company in the execution of any such supplemental indenture, to make any
further appropriate agreements and stipulations that may be therein contained
and to accept the conveyance, transfer and assignment of any property
thereunder, but the Trustee shall not be obligated to, but may in its
discretion, enter into any supplemental indenture that affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise.


 


Any supplemental indenture authorized by the
provisions of this Section 11.01 may be executed by the Company and the
Trustee without the consent of the holders of any of the Notes at the time
outstanding, notwithstanding any of the provisions of Section 11.02.


 


Notwithstanding any other provision of the
Indenture or the Notes, the Registration Rights Agreement and the obligation to
pay Additional Amounts thereunder may be amended, modified or waived in
accordance with the provisions of the Registration Rights Agreement.


 


Section 11.02.  Supplemental Indenture with Consent of
Noteholders.  With the
consent (evidenced as provided in Article 9) of the holders of at least a
majority in aggregate principal amount of the Notes at the time outstanding,
the Company, when authorized by the resolutions of the Board of Directors, and
the Trustee may, from time to time and at any time, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or any supplemental indenture or of modifying in any manner the rights of the
holders of the Notes; provided that no such supplemental indenture shall (i)
reduce the principal amount of or change the Stated Maturity of any Note, (ii)
reduce the rate or extend the time of payment of Interest on any Note, (iii)
reduce any amount payable on redemption or repurchase of any Note (including
upon the occurrence of a Fundamental Change) or change the time at which or the
circumstances under which the Notes may or shall be redeemed or repurchased
(subject to the immediately succeeding sentence), (iv) impair the right of any
Noteholder to institute suit for the payment on any Note, (v) make the principal
or Interest of any Note payable in any coin or currency other than that
provided in the Notes, (vi) impair the right to convert the Notes into Common
Stock subject to the terms set forth herein, (vii) reduce the number of shares
of Common Stock or other property receivable upon conversion, (viii) modify any
of the provisions of this Section 11.02 or Section 7.05, except to
increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the holder
of each Note so affected, (ix) change any obligation of the Company to maintain
an office or agency in the places and for the purposes set forth in
Section 5.02, (x) reduce the quorum or voting requirements set forth in
Article 10, (xi) make any change in Article 16 or Article 18
that adversely affects the rights of any Noteholder under Article 16 or
Article 18, (xii) modify the Subsidiary Guarantees


 


58

















 


in any manner adverse to the Noteholders or (xiii) reduce the aforesaid
percentage of Notes, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of all Notes then
outstanding.  Notwithstanding the
immediately preceding sentence, the Company and the Trustee, with the consent
of the holders of at least a majority in aggregate principal amount of the
Notes at the time outstanding, may waive or modify Section 3.05 of the
Indenture relative to the Company’s obligation to make an offer to repurchase
the Notes as a result of a Fundamental Change (other than reducing the
Fundamental Change Repurchase Price which can only be modified with the consent
of the holders of all Notes then outstanding).


 


Upon the written request of the Company, accompanied
by a copy of the resolutions of the Board of Directors certified by its
Secretary or Assistant Secretary authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of Noteholders as aforesaid, the Trustee shall join with the Company in
the execution of such supplemental indenture unless such supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.


 


It shall not be necessary for the consent of
the Noteholders under this Section 11.02 to approve the particular form of
any proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.


 


Section 11.03.  Effect of Supplemental Indenture.  Any supplemental indenture executed pursuant
to the provisions of this Article 11 shall comply with the Trust Indenture
Act, as then in effect, provided that this Section 11.03 shall not require
such supplemental indenture or the Trustee to be qualified under the Trust
Indenture Act prior to the time such qualification is in fact required under
the terms of the Trust Indenture Act or the Indenture has been qualified under
the Trust Indenture Act, nor shall it constitute any admission or
acknowledgment by any party to such supplemental indenture that any such
qualification is required prior to the time such qualification is in fact required
under the terms of the Trust Indenture Act or the Indenture has been qualified
under the Trust Indenture Act.  Upon the
execution of any supplemental indenture pursuant to the provisions of
Article 11, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitation of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company and the holders of Notes shall thereafter be determined, exercised
and enforced hereunder, subject in all respects to such modifications and
amendments and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.


 


Section 11.04.  Notation
on Notes.  Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article 11 may bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture.  If the Company or the
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may, at the Company’s
expense, be prepared and executed by the Company, authenticated by the Trustee
(or an authenticating agent duly appointed by the Trustee pursuant to
Section 19.12) and delivered in exchange for the Notes then outstanding,
upon surrender of such Notes then outstanding.


 


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Section 11.05.  Evidence of Compliance of Supplemental Indenture to
Be Furnished to Trustee. 
Prior to entering into any supplemental indenture, the Trustee shall be
provided with an Officers’ Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article 11 and is otherwise authorized or
permitted by this Indenture.


 


ARTICLE 12

CONSOLIDATION, MERGER, CONVEYANCE AND LEASE


 


Section 12.01.  When May
Company Merge or Transfer Assets. 
(a)  The Company shall not
consolidate with or merge with or into, or convey, transfer or lease all or
substantially all its assets to, any Person, unless:


 


(A)  the resulting, surviving or
transferee Person (the “Successor Company”)
shall be a corporation organized and existing under the laws of the United
States of America, any State thereof or the District of Columbia and the
Successor Company (if not the Company) shall expressly assume, by a
supplemental indenture hereto, executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all the obligations of the Company
under the Notes and this Indenture;


 


(B)  immediately after giving
effect to such transaction (and treating any Indebtedness which becomes an
obligation of the Successor Company or any Subsidiary Guarantor as a result of
such transaction as having been Incurred by the Successor Company or such
Subsidiary Guarantor at the time of such transaction), no Default shall have
occurred and be continuing;


 


(C)  the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that such consolidation, merger or transfer and such supplemental
indenture (if any) comply with this Indenture; and


 


(D)  the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the
Noteholders will not recognize income, gain or loss for Federal income tax
purposes as a result of such transaction and will be subject to Federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such transaction had not occurred.


 


The Successor Company shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture, but the
predecessor Company in the case of a conveyance, transfer or lease of all or
substantially all its assets shall not be released from the obligation to pay
the principal of and interest on the Notes.


 


(b)  The Company shall not
permit any Subsidiary Guarantor to consolidate with or merge with or into, or
convey, transfer or lease all or substantially all of its assets to any Person
unless:  (i) the resulting,
surviving or transferee Person (the “Successor
Guarantor”) will be a corporation organized and existing under the
laws of the United States of America, any State thereof or the District of
Columbia, and such Person (if not such Subsidiary Guarantor) shall expressly
assume, by a supplemental indenture, executed and delivered to the Trustee, in
form


 


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reasonably satisfactory to the Trustee, all the obligations of such
Subsidiary Guarantor under its Subsidiary Note Guarantee; (ii) immediately
after giving effect to such transaction (and treating any Indebtedness which
becomes an obligation of the Successor Guarantor or another Subsidiary
Guarantor as a result of such transaction as having been Incurred by such
Person or such Subsidiary Guarantor at the time of such transaction), no
Default shall have occurred and be continuing; and (iii) the Company shall
have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and such
supplemental indenture (if any) comply with this Indenture.


 


The Successor Guarantor will succeed to, and be substituted for, and
may exercise every right and power of, such Subsidiary Guarantor under this
Indenture, but the predecessor Subsidiary Guarantor in the case of conveyance,
transfer or lease of all or substantially all its assets will not be released
from the obligation to pay the principal of and interest (including Contingent
Interest) on the Notes.


 


(c)  Notwithstanding the
foregoing, (i) any Subsidiary Guarantor may consolidate with, merge into
or transfer all or part of its properties and assets to the Company or any
Subsidiary Guarantor and (ii) the Company may merge with an Affiliate
incorporated solely for the purpose of reincorporating the Company in another
jurisdiction to realize tax or other benefits.


 


Section 12.02. 
Successor to Be Substituted.  In case of any such consolidation, merger,
conveyance, transfer or lease and upon the assumption by the successor Person,
by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the due and punctual payment of the
principal of and Interest on all of the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Company, such successor Person shall succeed to and be
substituted for the Company, with the same effect as if it had been named
herein as the party of this first part. 
Such successor Person thereupon may cause to be signed, and may issue
either in its own name or in the name of Alliant Techsystems Inc. any or all of
the Notes, issuable hereunder that theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
Person instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver, or cause to be authenticated and delivered, any Notes that
previously shall have been signed and delivered by the officers of the Company
to the Trustee for authentication, and any Notes that such successor Person
thereafter shall cause to be signed and delivered to the Trustee for that
purpose.  All the Notes so issued shall
in all respects have the same legal rank and benefit under this Indenture as
the Notes theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Notes had been issued at the date of the
execution hereof.  In the event of any
such consolidation, merger, conveyance, transfer or lease, the Person named as
the “Company”
in the first paragraph of this Indenture or any successor that shall thereafter
have become such in the manner prescribed in this Article 12 may be
dissolved, wound up and liquidated at any time thereafter and such Person shall
be released from its liabilities as obligor and maker of the Notes and from its
obligations under this Indenture.


 


In case of any such consolidation, merger,
conveyance, transfer or lease, such changes in phraseology and form (but not in
substance) may be made in the Notes thereafter to be issued as may be
appropriate.


 


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ARTICLE 13

SATISFACTION AND DISCHARGE OF INDENTURE


 


Section 13.01. 
Discharge of Indenture.  When (a) the Company shall deliver to the
Trustee for cancellation all Notes theretofore authenticated (other than any
Notes that have been destroyed, lost or stolen and in lieu of or in
substitution for which other Notes shall have been authenticated and delivered)
and not theretofore canceled, or (b) all the Notes not theretofore canceled or
delivered to the Trustee for cancellation shall have become due and payable and
the Company shall deposit with the Trustee, in trust, cash or, if expressly
permitted by the terms of the Notes or the Indenture, Common Stock, in each
case sufficient to pay all amounts due and owing on Notes (other than any Notes
that shall have been mutilated, destroyed, lost or stolen and in lieu of or in
substitution for which other Notes shall have been authenticated and delivered)
not theretofore canceled or delivered to the Trustee for cancellation,
accompanied by a verification report, as to the sufficiency of the deposited
amount, from an independent certified accountant or other financial
professional satisfactory to the Trustee, and if in either case the Company
shall also pay or cause to be paid all other sums payable hereunder by the
Company, then this Indenture shall cease to be of further effect (except as to
(i) remaining rights of registration of transfer, substitution and exchange and
conversion of Notes, (ii) rights hereunder of Noteholders to receive payments
of principal of and Interest on the Notes and the other rights, duties and obligations
of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so
deposited with the Trustee and (iii) the rights, obligations and immunities of
the Trustee hereunder), and the Trustee, on written demand of the Company
accompanied by an Officers’ Certificate and an Opinion of Counsel as required
by Section 19.05 and at the cost and expense of the Company, shall execute
proper instruments acknowledging satisfaction of and discharging this
Indenture; the Company, however, hereby agrees to reimburse the Trustee for any
costs or expenses thereafter reasonably and properly incurred by the Trustee
and to compensate the Trustee for any services thereafter reasonably and
properly rendered by the Trustee in connection with this Indenture or the
Notes.  The Trustee shall hold in trust
money or Common Stock deposited with it pursuant to this
Article 13.  It shall apply the
deposited money and Common Stock through the Paying Agent and in accordance
with this Indenture to the payment of principal of and Interest on the
Notes.  Money and Common Stock so held
in trust are not subject to Article 16 or 18.


 


Section 13.02.  Paying Agent to Repay Monies Held.  Upon the satisfaction and discharge of this
Indenture, all monies then held by any Paying Agent of the Notes (other than
the Trustee) shall, upon written request of the Company, be repaid to it or
paid to the Trustee, and thereupon such Paying Agent shall be released from all
further liability with respect to such monies.


 


Section 13.03. 
Return of Unclaimed Monies.  Subject to the requirements of applicable
law, any monies deposited with or paid to the Trustee for payment of the
principal of or Interest on Notes and not applied but remaining unclaimed by
the holders of Notes for two years after the date upon which the principal of
or Interest on such Notes, as the case may be, shall have become due and
payable, shall be repaid to the Company by the Trustee on demand and all
liability of the Trustee shall thereupon cease with respect to such monies; and
the holder of any of the Notes shall thereafter look only to the Company for
any payment that such holder may be entitled to collect unless an applicable
abandoned property law designates another Person.


 


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ARTICLE 14

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


Section 14.01. 
Indenture, Notes and Subsidiary
Guarantees Solely Corporate Obligations.  No recourse for the payment of the principal
of or Interest on any Note, or for any claim based thereon or otherwise in
respect thereof, including any claim based upon a Subsidiary Guarantee, and no
recourse under or upon any obligation, covenant or agreement of the Company in
this Indenture or in any supplemental indenture or in any Note or Guarantee, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, employee, agent, officer, director or
subsidiary, as such, past, present or future, of the Company or the Subsidiary
Guarantors or of any successor corporation, either directly or through the
Company or the Subsidiary Guarantors or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that all
such liability is hereby expressly waived and released as a condition of, and
as a consideration for, the execution of this Indenture and the issue of the
Notes and the Subsidiary Guarantees


 


ARTICLE 15

CONVERSION OF NOTES


 


Section 15.01. 
Right to Convert.  (a) 
Subject to and upon compliance with the provisions of this Indenture,
prior to the close of business on the Stated Maturity, the holder of any Note
shall have the right, at such holder’s option, to convert the principal amount
of the Note, or any portion of such principal amount which is a multiple of
$1,000, into fully paid and non-assessable shares of Common Stock (as such
shares shall then be constituted) at the Conversion Rate in effect at such time,
by surrender of the Note so to be converted in whole or in part, together with
any required funds, under the circumstances described in this
Section 15.01 and in the manner provided in Section 15.02.  The Company may elect to deliver cash in
lieu of shares of Common Stock.  In
addition, the Company may elect to amend the Indenture pursuant to
Section 15.02(g) to allow for payment upon conversion as described
therein.  The Notes shall be convertible
only during the following periods upon the occurrence of one of the following
events:


 


(i)                                     during
any fiscal quarter of the Company after the quarter ended March 31, 2004
(and only during such fiscal quarter) if the Last Reported Sale Price for the
Common Stock for at least 20 Trading Days during the period of 30 consecutive
Trading Days ending on the last Trading Day of the previous fiscal quarter
equals or exceeds 130% of the Conversion Price on such last Trading Day;


 


(ii)                                  in
the event that the Company calls the Notes for redemption, at any time prior to
the close of business on the second Business Day immediately preceding the
Redemption Date; provided that only those Notes that are called for redemption
may be converted following such an event; or


 


(iii)                               as
provided in Section (b) of this Section 15.01.


 


The Company or its designated agent shall
determine on a daily basis during the time period specified in
Section 15.01(a)(i) whether the Notes shall be convertible as a result of
the


 


63

















 


occurrence of an event specified in clause (i) above and, if the Notes
shall be so convertible, the Company shall promptly deliver to the Trustee (or
other Conversion Agent appointed by the Company) written notice thereof.  Whenever the Notes shall become convertible
pursuant to this Section 15.01, the Company or, at the Company’s request,
the Trustee in the name and at the expense of the Company, shall notify the
holders of the event triggering such convertibility in the manner provided in
Section 19.03, and the Company shall also publicly announce such
information by publication on the Company’s Web site or through such other
public medium as it may use at such time. 
Any notice so given shall be conclusively presumed to have been duly given,
whether or not the holder receives such notice.


 


The Trustee shall be entitled at its sole
discretion to consult with the Company and to request the assistance of the
Company in connection with the Trustee’s duties and obligations pursuant to
Section 15.01(a) hereof, and the Company agrees, if requested by the
Trustee, to cooperate with, and provide assistance to, the Trustee in carrying
out its duties under this Section 15.01; provided, however,
that nothing herein shall be construed to relieve the Trustee of its duties
pursuant to Section 15.01(a) hereof.


 


(b)  In addition, if:


 


(i)                                     (A)
the Company distributes to all holders of its Common Stock rights or warrants
entitling them (for a period expiring within 60 days of the date of the
distribution) to subscribe for or purchase shares of Common Stock at a price
per share less than the Last Reported Sale Price on the Trading Day immediately
preceding the declaration date of the distribution, or (B) the Company
distributes to all holders of Common Stock assets (including cash), debt
securities or rights to purchase securities of the Company, which distribution
has a per share value as determined by the Company’s Board of Directors and set
forth in a Board Resolution exceeding 10% of the Last Reported Sale Price of
the Common Stock on the Trading Day immediately preceding the declaration date
for such distribution, then, in either case, the Notes may be surrendered for
conversion at any time on and after the date that the Company gives notice to
the holders of such distribution, which shall be not less than 20 Business Days
prior to the Ex-Dividend Date for such distribution, until the earlier of the
close of business on the Business Day immediately preceding, but not including,
the Ex-Dividend Date or the date the Company publicly announces that such
distribution will not take place; provided that no holder of a Note will have
the ability to convert and no adjustment to the Conversion Price will be made
if the holder will otherwise participate in such distribution without
conversion; or


 


(ii)                                  the
Company consolidates with or merges with or into another Person or is a party
to a binding share exchange or conveys, transfers, sells, leases or otherwise
disposes of all or substantially all of its properties and assets in each case
pursuant to which the Common Stock is converted into cash or property other
than securities, then the Notes may be surrendered for conversion at any time
from and after the date 15 days prior to the anticipated effective date of the
transaction and ending on and including the date 15 days after the anticipated
effective date of the transaction.


 


The Board of Directors shall determine the anticipated effective date
of the transaction, and such determination shall be conclusive and binding on
the holders and shall be publicly announced by


 


64

















 


the Company by publication on its Web site or through such other public
medium as it may use at that time not later than two Business Days prior to
such 15th day.


 


(c)  A Note in respect of which
a holder is electing to exercise its option to require repurchase upon a
Fundamental Change pursuant to Section 3.05 or repurchase pursuant to
Section 3.06 may be converted only if such holder withdraws its election
in accordance with Section 3.08(d). 
A holder of Notes is not entitled to any rights of a holder of Common
Stock until such holder has converted his Notes to Common Stock, and only to
the extent such Notes are deemed to have been converted to Common Stock under
this Article 15.


 


Section 15.02.  Exercise of Conversion
Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest
or Dividends; Settlement of Cash or Common Stock Upon Conversion.  (a) 
In order to exercise the conversion privilege with respect to any Note
in certificated form, the Company must receive at the office or agency of the
Company maintained for that purpose or, at the option of such holder, the
Corporate Trust Office, such Note with the original or facsimile of the form
entitled “Form of Conversion Notice” on the reverse thereof (the “Conversion
Notice”), duly completed and manually signed, together with such
Notes duly endorsed for transfer, accompanied by the funds, if any, required by
Section 15.02(d).  Such notice
shall also state the name or names (with address or addresses) in which the
certificate or certificates for shares of Common Stock which shall be issuable
on such conversion shall be issued, and shall be accompanied by the amount of
any transfer or similar taxes which are payable in connection with such
conversion, if required pursuant to Section 15.07.  The Conversion Agent shall provide copies of
the Form of Conversion Notice to holders of Notes upon request.


 


In order to exercise the conversion privilege with respect to any
interest in a Global Note, the beneficial holder must complete, or cause to be
completed, the appropriate instruction form for conversion pursuant to the
Depositary’s book-entry conversion program, deliver, or cause to be delivered,
by book-entry delivery an interest in such Global Note, furnish appropriate
endorsements and transfer documents if required by the Company or the Trustee
or Conversion Agent, and pay the funds, if any, required by this
Section 15.02 and any transfer taxes or similar taxes which are payable in
connection with such conversion if required pursuant to Section 15.07.


 


(b)                                 As
promptly as practicable after satisfaction of the requirements for conversion
set forth above, subject to compliance with any restrictions on transfer if
shares issuable on conversion are to be issued in a name other than that of the
Noteholder (as if such transfer were a transfer of the Note or Notes (or
portion thereof) so converted), the Company shall issue and shall deliver to
such Noteholder at the office or agency maintained by the Company for such
purpose pursuant to Section 5.02, a certificate or certificates for the
number of full shares of Common Stock issuable upon the conversion of such Note
or portion thereof as determined by the Company in accordance with the provisions
of this Article 15 and a check or cash in respect of any fractional
interest in respect of a share of Common Stock arising upon such conversion,
calculated by the Company as provided in Section 15.03.  In case any Note of a denomination greater
than $1,000 shall be surrendered for partial conversion, and subject to
Section 2.03, the Company shall execute and the Trustee shall authenticate
and deliver to the holder of the Note so surrendered, without charge to him, a
new Note or Notes in authorized denominations in an aggregate principal amount
equal to the unconverted portion of the surrendered Note.


 


65

















 


(c)                                  Each
conversion shall be deemed to have been effected as to any such Note (or
portion thereof) on the date on which the requirements set forth above in this
Section 15.02 have been satisfied as to such Note (or portion thereof)
(such date, the “Conversion Date”), and the Person in whose name any
certificate or certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have become on said date the holder of
record of the shares represented thereby; provided that any such surrender on
any date when the stock transfer books of the Company shall be closed shall
constitute the Person in whose name the certificates are to be issued as the
record holder thereof for all purposes on the next succeeding day on which such
stock transfer books are open, but such conversion shall be at the Conversion
Rate in effect on the date upon which such Note shall be surrendered.


 


(d)                                 Any
Note or portion thereof surrendered for conversion during the period from the
close of business on any Regular Record Date to the close of business on the
Business Day preceding the following Interest Payment Date that has not been
called for redemption during such period shall be accompanied by payment, in
immediately available funds or other funds acceptable to the Company, of an
amount equal to the Interest otherwise payable on such Interest Payment Date on
the principal amount being converted; provided that no such payment need be
made (1) if the Company has specified a Redemption Date or a Fundamental Change
Repurchase Date that is after a Regular Record Date and prior to the next
Interest Payment Date or (2) to the extent of any overdue Interest, if any
overdue Interest exists at the time of conversion with respect to such
Note.  Except as provided above in this
Section 15.02, no payment or other adjustment shall be made for Interest
accrued on any Note converted or for dividends on any shares issued upon the
conversion of such Note as provided in this Article 15.


 


(e)                                  Upon
the conversion of an interest in a Global Note, the Trustee (or other
Conversion Agent appointed by the Company), or the Custodian at the direction
of the Trustee (or other Conversion Agent appointed by the Company), shall make
a notation on such Global Note as to the reduction in the principal amount
represented thereby.  The Company shall
notify the Trustee in writing of any conversions of Notes effected through any
Conversion Agent other than the Trustee.


 


(f)                                    Upon
the conversion of a Note, that portion of the accrued but unpaid Interest with
respect to the converted Note shall not be cancelled, extinguished or
forfeited, but rather shall be deemed to be paid in full to the holder thereof
through delivery of the Common Stock or, in lieu thereof, cash or a combination
of cash and Common Stock in accordance with Section 15.02(g) (together
with the cash payment, if any in lieu of fractional shares) in exchange for the
Note being converted pursuant to the provisions hereof; and the fair market
value of such shares of Common Stock (together with any such cash payment in
lieu of fractional shares) shall be treated as issued, to the extent thereof,
first in exchange for and in satisfaction of the Company’s obligation to pay
the principal amount of the converted Note and the accrued but unpaid Interest,
and the balance, if any, of such fair market value of such Common Stock (and
any such cash payment) shall be treated as issued in exchange for and in
satisfaction of the right to convert the Note being converted pursuant to the
provisions hereof.


 


(g)                                 Upon
surrender of Notes for conversion, the Company shall satisfy its obligation to
convert the Notes (the “Conversion Obligation”) either solely in
cash or solely in shares of Common Stock; provided, however, that
at any time prior to the Stated Maturity, the Company may elect to amend the
Indenture to require itself to satisfy 100% of the principal amount of the


 


66

















 


Notes converted after the date of such election (the “Election
Date”) solely in cash, with any remaining amount of the Conversion
Obligation to be satisfied, at the Company’s sole option, in cash, shares of
Common Stock or a combination of cash and Common Stock.  Such election to amend the Indenture shall
be in the Company’s sole discretion without the consent of the holders of the
Notes, by notice to the Trustee and the holders of the Notes.  In the event that the Company receives a
Conversion Notice after the Election Date, such Conversion Notice shall not be
retractable, and settlement (in cash and/or shares) will occur on the Business
Day following the final day of the 20-Trading Day period beginning on the day
after the final day of the Conversion Retraction Period (the “Cash
Settlement Averaging Period”).


 


(h)                                 In
the event that the Company receives a Conversion Notice on or prior to
(1) the date on which the Company gives a Redemption Notice or
(2) the date that is 20 days prior to the Stated Maturity of the Notes
(the “Final
Notice Date”), the following procedures shall apply:


 


(i)                                     If
the Company elects to satisfy all of its Conversion Obligation in cash, the
Company shall notify holders through the Trustee of the dollar amount to be
satisfied in cash (which must be expressed either as 100% of the Conversion
Obligation or if the Indenture has been amended pursuant to
Section 15.02(g), 100% of the aggregate principal amount of the Notes,
plus any remaining amount of the Conversion Obligation to be satisfied in cash)
at any time on or before the date that is two Business Days following the
Conversion Date (the “Cash Settlement Notice
Period”).  If the Company
timely elects to pay cash for the Common Stock otherwise issuable to holders
upon conversion, holders may retract the Conversion Notice at any time during
the two Business Days following the final day of the Cash Settlement Notice
Period (the “Conversion Retraction Period”).  No such retraction can be made (and a
Conversion Notice shall be irrevocable) if the Company does not elect to
deliver cash in lieu of Common Stock (other than cash in lieu of fractional
shares).  Upon the expiration of a
Conversion Retraction Period, a Conversion Notice shall be irrevocable.  If the Company elects to satisfy all of the
Conversion Obligation in cash, and the applicable Conversion Notice has not
been retracted, then settlement will occur on the Business Day following the
final day of the Cash Settlement Averaging Period.


 


(ii)                                  If
the Company does not elect to satisfy any part of the Conversion Obligation in
cash (other than cash in lieu of any fractional shares), delivery of the Common
Stock into which the Notes are converted (and cash in lieu of any fractional
shares) shall occur through the Conversion Agent as described above as soon as
practicable on or after the Conversion Date.


 


(i)                                     Settlement
amounts will be computed as follows:


 


(i)                                     If
the Company elects to satisfy the entire Conversion Obligation in Common Stock,
it shall deliver to holders that have delivered the Conversion Notice giving
rise to the Conversion Obligation a number of shares of Common Stock equal to
(i) the aggregate principal amount of Notes to be converted divided by
1,000, multiplied by (ii) the Conversion Rate.  In addition, the Company shall pay cash for any fractional shares
of Common Stock based on the Last Reported Sale Price of the Common Stock on
the Trading Day immediately preceding the Conversion Date.


 


67

















 


(ii)                                  If
the Company elects to satisfy the entire Conversion Obligation in cash, it
shall deliver to holders that have delivered the Conversion Notice giving rise
to the Conversion Obligation cash in an amount equal to the product of:


 


(A)  a number equal to
(i) the aggregate principal amount of Notes to be converted divided by
1,000, multiplied by (ii) the Conversion Rate; and


 


(B)  the average Last Reported
Sale Price of the Common Stock during the Cash Settlement Averaging Period.


 


(iii)                               If
the Company elects to make the amendment to the Indenture pursuant to
Section 15.02 (g) and to satisfy 100% of the principal amount of the Notes
plus any remaining amount of the Conversion Obligation in cash, the Company
shall notify holders through the Trustee of the dollar amount to be satisfied
in cash (which must be expressed as a fixed dollar amount equal to at least
100% of the principal amount of the Notes) (the “Cash Amount”) and the Company will deliver to holders the Cash
Amount and a number of Common Stock equal to the greater of (i) zero and (ii)
the excess, if any, of the number of Common Stock calculated as if the Company
elected to satisfy the entire Conversion Obligation in shares over the number
of shares equal to the sum, for each day of the Cash Settlement Averaging
Period, of (x) 5% of the Cash Amount, divided by (y) the Last Reported Sale
Price of Common Stock. In addition, the Company shall pay cash for all
fractional Common Stock based on the average Last Reported Sale Price of the
Common Stock during the Cash Settlement Averaging Period.


 


(j)                                     The Company must
determine whether or not it will satisfy all or a portion of the Conversion
Obligation in cash at the time it issues a Redemption Notice or a Final
Maturity Notice and such notices will state the amount of the Conversion
Obligation to be settled in cash.  In
the event that the Company receives a Conversion Notice after the date a
Redemption Notice or the Final Maturity Notice has been issued, settlement
amounts will be computed and settlement dates will be determined in the same
manner as set forth in clauses (h) and (i) of this Section 15.02 except
that the Cash Settlement Averaging Period shall be the 20 Trading Day period
beginning on the Trading Day after the Conversion Date.  If a Conversion Notice is received from
holders of Notes after the date that a Redemption Notice or the Final Maturity
Notice has been issued, such holders may not retract their Conversion Notice.  Settlement (in cash and/or Common Stock) will
occur on the Business Day following the final day of such Cash Settlement
Averaging Period.


 


Section 15.03.  Cash Payments in Lieu of Fractional Shares.  No fractional shares of Common Stock or
scrip certificates representing fractional shares shall be issued upon
conversion of Notes.  If more than one
Note shall be surrendered for conversion at one time by the same holder, the
number of full shares that shall be issuable upon conversion shall be computed
on the basis of the aggregate principal amount of the Notes (or specified
portions thereof to the extent permitted hereby) so surrendered.  If any fractional share of stock would be
issuable upon the conversion of any Note or Notes, the Company shall make an
adjustment and payment therefor in cash to the holder of Notes at the Last
Reported Sale Price on the last Trading Day immediately preceding the day on
which the Notes (or specified portions thereof) are deemed to have been
converted.


 


68

















 


Section 15.04.  Conversion
Rate.  Each $1,000 principal
amount of the Notes shall be convertible into the number of shares of Common
Stock specified in the form of Note (herein called the “Conversion Rate”) attached as
Exhibit A hereto (initially 12.5843 shares), subject to adjustment as provided
in this Article 15.


 


Section 15.05.  Adjustment of Conversion Rate.  The Conversion Rate shall be adjusted from
time to time by the Company as follows:


 


(a)  In case the Company shall
pay a dividend or make a distribution to all holders of the outstanding Common
Stock in shares of Common Stock, the Conversion Rate, as in effect at the
opening of business on the day following the date fixed for the determination
of stockholders entitled to receive such dividend or other distribution, shall
be increased by dividing such Conversion Rate by a fraction,


 


(i)                                     the
numerator of which shall be the number of shares of Common Stock outstanding at
the close of business on the date fixed for such determination, and


 


(ii)                                  the
denominator of which shall be the sum of such number of shares and the total
number of shares constituting such dividend or other distribution,


 


such increase to become effective immediately after the opening of
business on the Business Day following the date fixed for such
determination.  The Company will not pay
any dividend or make any distribution on shares of Common Stock held in
treasury by the Company.  If any
dividend or distribution of the type described in this Section 15.05(a) is
declared but not so paid or made, the Conversion Rate shall again be adjusted
to the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared.


 


(b)  In case the Company shall
(other than pursuant to a dividend reinvestment plan or share purchase plan)
issue rights, options or warrants to all holders of its Common Stock entitling
them, for a period expiring within 60 days after the date of issuance of such
rights, options or warrants, to subscribe for or purchase shares of Common
Stock at a price per share less than the Current Market Price per share of the
Common Stock on the date of issuance of such rights, options or warrants, the
Conversion Rate in effect at the opening of business on the day following the
date fixed for such determination shall be increased by dividing such
Conversion Rate by a fraction,


 


(i)                                     the
numerator of which shall be the number of shares of Common Stock outstanding at
the close of business on the date fixed for such determination plus the number
of shares of Common Stock that the aggregate offering price of the total number
of shares of Common Stock so offered for subscription or purchase would
purchase at such Current Market Price, and


 


(ii)                                  the
denominator of which shall be the number of shares of Common Stock outstanding
at the close of business on the date fixed for such determination plus the
number of shares of Common Stock so offered for subscription or purchase at
such below Current Market Price.


 


Such adjustment shall be
successively made whenever any such rights, options or warrants are issued and
shall become effective immediately after the opening of business on the
Business Day


 


69

















 


following the date fixed
for such determination.  The Company
shall not issue any such rights, options or warrants in respect of shares of
Common Stock held in treasury by the Company. 
To the extent that shares of Common Stock are not delivered after the
expiration of such rights or warrants, the Conversion Rate shall be readjusted
to the Conversion Rate that would then be in effect had the adjustments made
upon the issuance of such rights, options or warrants been made on the basis of
delivery of only the number of shares of Common Stock actually delivered.  If such rights, options or warrants are not
so issued, the Conversion Rate shall again be adjusted to be the Conversion
Rate that would then be in effect if such date fixed for the determination of
stockholders entitled to receive such rights, options or warrants had not been
fixed.


 


In determining whether
any rights, options or warrants entitle the holders to subscribe for or
purchase shares of Common Stock at less than such Current Market Price, and in
determining the aggregate offering price of such shares of Common Stock, there
shall be taken into account any consideration received by the Company for such
rights, options or warrants and any amount payable on exercise or conversion
thereof, the value of such consideration, if other than cash, to be determined
by the Board of Directors.


 


(c)  In case outstanding shares
of Common Stock shall be subdivided or split into a greater number of shares of
Common Stock, the Conversion Rate in effect at the opening of business on the
day following the day upon which such subdivision or split becomes effective
shall be proportionately increased, and, conversely, in case outstanding shares
of Common Stock shall be combined into a smaller number of shares of Common
Stock, the Conversion Rate in effect at the opening of business on the day following
the day upon which such combination becomes effective shall be proportionately
reduced, such increase or reduction, as the case may be, to become effective
immediately after the opening of business on the day following the day upon
which such subdivision, split or combination becomes effective.


 


(d)  In case the Company shall,
by dividend or otherwise, distribute to all holders of its Common Stock
evidences of its indebtedness, shares of capital stock, securities, cash or
other property (but excluding any rights, dividend or distribution referred to
in Section 15.05(a) and any options or warrants referred to in
Section 15.05(b)), the Conversion Rate shall be adjusted by dividing the
Conversion Rate in effect immediately prior to the close of business on the
date fixed for the determination of stockholders entitled to receive such
distribution by a fraction,


 


(i)                                     the
numerator of which shall be the Current Market Price per share of the Common
Stock on the date fixed for such determination, and


 


(ii)                                  the
denominator of which shall be such Current Market Price per share of the Common
Stock plus (i) with respect to distributions paid exclusively in cash, the
amount per share of such distribution, (ii) with respect to all other
distributions, the then fair market value per share (as determined by the Board
of Directors, whose determination shall be conclusive and described in a Board
Resolution) on such date of the portion of the evidences of indebtedness,
shares of capital stock, securities, or other property so distributed, or (iii)
with respect to distributions of which cash is a portion (but not all) of such
distribution, the amount per share of the distribution payable in cash plus the
then fair market value per share (as determined by the Board of Directors,
whose determination shall be conclusive and described in a Board Resolution) of
the remaining portion of such distribution that is payable other than in cash.


 


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such adjustment to become
effective immediately prior to the opening of business on the Business Day
following the date fixed for the determination of stockholders entitled to
receive such distribution; provided, however, that in the event
that the Company makes a distribution to all holders of its Common Stock
consisting of capital stock of, or similar equity interest in, a subsidiary or
other business unit of the Company, the Conversion Rate shall be adjusted by
dividing the Conversion Rate in effect immediately prior to the close of
business on the date fixed for the determination of stockholders entitled to
receive such distribution by a fraction of which the numerator shall be the
Spin-off Market Price per share of the Common Stock on the date fixed for such
determination and the denominator shall be the Spin-off Market Price per share
of the Common Stock on the date fixed for such determination plus the Spin-off
Market Price per share or similar equity interest of the subsidiary or other
business unit of the Company on such date, such adjustment to become effective
10 Trading Days after the effective date of such distribution of capital stock
of, or similar equity interest in, a subsidiary or other business unit of the
Company.  In any case in which this
Section 15.05(d) is applicable, Section 15.05(a) and (b) shall not be
applicable.  If such dividend or
distribution is not so paid or made, the Conversion Rate shall again be
adjusted to be the Conversion Rate that would then be in effect if such
dividend or distribution had not been declared.


 


(e)  In case a tender or
exchange offer made by the Company or any subsidiary of the Company for all or
any portion of the Common Stock shall expire and such tender or exchange offer
(as amended upon the expiration thereof) shall require the payment to stockholders
of consideration per share of Common Stock having a fair market value (as
determined by the Board of Directors, whose determination shall be conclusive
and described in a resolution of the Board of Directors) that as of the last
time (the “Expiration Time”)
tenders or exchanges may be made pursuant to such tender or exchange offer (as
it may be amended) exceeds the Last Reported Sale Price of a share of Common
Stock on the Trading Day next succeeding the Expiration Time, the Conversion
Rate shall be increased so that the same shall equal the rate determined by
dividing the Conversion Rate in effect immediately prior to the Expiration Time
by a fraction:


 


(i)                                     the
numerator of which shall be the number of shares of Common Stock outstanding
(including any tendered or exchanged shares) at the Expiration Time multiplied
by the Last Reported Sale Price of a share of Common Stock on the Trading Day
next succeeding the Expiration Time, and


 


(ii)                                  the
denominator of which shall be the sum of (x) the fair market value
(determined as aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum specified in the terms
of the tender or exchange offer) of all shares validly tendered or exchanged
and not withdrawn as of the Expiration Time (the shares deemed so accepted up
to any such maximum, being referred to as the “Purchased Shares”) and (y) the product of the number of
shares of Common Stock outstanding (less any Purchased Shares) at the
Expiration Time and the Last Reported Sale Price of a share of Common Stock on
the Trading Day next succeeding the Expiration Time,


 


such adjustment to become
effective immediately prior to the opening of business on the day following the
expiration time.  If the Company is
obligated to purchase shares pursuant to any such tender or exchange offer, but
the Company is permanently prevented by applicable law


 


71

















 


from effecting any such purchases or all such purchases are rescinded,
the Conversion Rate shall again be adjusted to be the Conversion Rate that
would then be in effect if such tender or exchange offer had not been made.


 


(f)  The reclassification of
Common Stock into securities other than Common Stock (other than any
reclassification upon an event to which Section 15.06 applies) shall be
deemed to involve (a) a distribution of such securities other than Common Stock
to all holders of Common Stock (and the effective date of such reclassification
shall be deemed to be “the date fixed for the determination of stockholders
entitled to receive such distribution” and the “date fixed for such
determination” within the meaning of Section 15.05(d)), and (b) a
subdivision, split or combination, as the case may be, of the number of shares
of Common Stock outstanding immediately prior to such reclassification into the
number of shares of Common Stock outstanding immediately thereafter (and the
effective date of such reclassification shall be deemed to be “the day upon
which such subdivision or split becomes effective” or “the day upon which such
combination becomes effective,” as the case may be, and “the day upon which
such subdivision, split or combination becomes effective” within the meaning of
Section 15.05(c)).


 


(g)  Notwithstanding the foregoing
provisions of Section 15.05, no adjustment shall be made thereunder, nor
shall an adjustment be made to the ability of a Holder of a Note to convert,
for any distribution described therein if the Holder will otherwise participate
in the distribution without conversion of such Holder’s Notes.


 


(h)  The Company may make such
increases in the Conversion Rate, in addition to those required by clauses (a)
through (g) of this Section 15.05 as the Board of Directors considers to
be advisable to avoid or diminish any income tax to holders of Common Stock or
rights to purchase Common Stock resulting from any dividend or distribution of
stock (or rights to acquire stock) or from any event treated as such for income
tax purposes.


 


To the extent permitted by applicable law, the Company in its sole
discretion may increase from time to time the Conversion Rate by any amount for
any period of time if the period is at least 20 days, the increase is
irrevocable during the period and the Board of Directors shall have made a
determination that such increase would be in the best interests of the Company,
which determination shall be conclusive. 
Whenever the Conversion Rate is increased pursuant to the preceding
sentence, the Company shall mail to holders of record of the Notes a notice of
the increase at least 15 days prior to the date the increased Conversion Rate
takes effect, and such notice shall state the increased Conversion Rate and the
period during which it will be in effect.


 


(i)  No adjustment to the
Conversion Rate need be made:


 


(i)                                     upon
the issuance of any shares of Common Stock pursuant to any present or future
plan providing for the reinvestment of dividends or interest payable on
securities of the Company and the investment of additional optional amounts in
shares of Common Stock under any plan;


 


(ii)                                  upon
the issuance of any shares of Common Stock or options or rights to purchase
those shares pursuant to any present or future employee, director or consultant
benefit plan or program of or assumed by the Company or any of its
Subsidiaries;


 


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(iii)                               upon
the issuance of any shares of Common Stock pursuant to any option, warrant,
right, or exercisable, exchangeable or convertible security not described in
(ii) above and outstanding as of the date the Notes were first issued;


 


(iv)                              for
a change in the par value of the Common Stock;


 


(v)                                 for
accrued and unpaid interest, including Contingent Interest, if any; or


 


(vi)                              upon
a reclassification of Common Stock or any consolidation, merger, binding share
exchange or transfer of all or substantially all of the assets of the Company
and its Subsidiaries, taken as a whole, in each case pursuant to which the
Common Stock is converted into cash, securities or other property.


 


To the extent the Notes become convertible into cash, assets or
property (other than capital stock of the Company or securities to which
Section 15.06 applies), no adjustment shall be made thereafter as to the
cash, assets or property.  Interest
shall not accrue on such cash, assets or property.


 


(j)  No adjustment in the
Conversion Rate shall be required unless such adjustment would require an
increase or decrease of at least 1% in such rate; provided  that any adjustments that
by reason of this Section 15.05(j) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.  All calculations under this Article 15
shall be made by the Company and shall be made to the nearest cent or to the
nearest one-ten thousandth (1/10,000) of a share, as the case may be.


 


(k)  Whenever the Conversion
Rate is adjusted as herein provided, the Company shall promptly file with the
Trustee and any Conversion Agent other than the Trustee an Officers’
Certificate setting forth the Conversion Rate after such adjustment and setting
forth a brief statement of the facts requiring such adjustment.  Unless and until a Responsible Officer of
the Trustee shall have received such Officers’ Certificate, the Trustee shall
not be deemed to have knowledge of any adjustment of the Conversion Rate and
may assume that the last Conversion Rate of which it has knowledge is still in
effect.  Promptly after delivery of such
certificate, the Company shall prepare a notice of such adjustment of the
Conversion Rate setting forth the adjusted Conversion Rate and the date on
which each adjustment becomes effective and shall mail such notice of such
adjustment of the Conversion Rate to the holder of each Note at his last
address appearing on the Note Register provided for in Section 2.05 of
this Indenture, within 20 days after execution thereof.  Failure to deliver such notice shall not
affect the legality or validity of any such adjustment.


 


(l)  In any case in which this
Section 15.05 provides that an adjustment shall become effective
immediately after (1) a record date or Stock Record Date for an event, (2) the
date fixed for the determination of stockholders entitled to receive a dividend
or distribution pursuant to Section 15.05(a), (3) a date fixed for the determination
of stockholders entitled to receive rights or warrants pursuant to
Section 15.05(b) or (4) the Expiration Time for any tender or exchange
offer pursuant to Section 15.05(e), (each a “Determination Date”), the Company may elect to defer until the
occurrence of the applicable Adjustment Event (as hereinafter defined) (x)
issuing to the holder of any Note converted after such Determination Date and
before the occurrence of such Adjustment Event, the additional shares of Common
Stock or other securities issuable upon


 


73

















 


such conversion by reason of the adjustment required by such Adjustment
Event over and above the Common Stock issuable upon such conversion before
giving effect to such adjustment and (y) paying to such holder any amount in
cash in lieu of any fraction pursuant to Section 15.03.  For purposes of this Section 15.05(l),
the term “Adjustment
Event” shall mean:


 


(i)                                     in
any case referred to in clause (1) hereof, the occurrence of such event,


 


(ii)                                  in
any case referred to in clause (2) hereof, the date any such dividend or
distribution is paid or made,


 


(iii)                               in
any case referred to in clause (3) hereof, the date of expiration of such
rights or warrants, and


 


(iv)                              in
any case referred to in clause (4) hereof, the date a sale or exchange of
Common Stock pursuant to such tender or exchange offer is consummated and
becomes irrevocable.


 


(m)  For purposes of this
Section 15.05, the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but
shall include shares issuable in respect of scrip certificates issued in lieu
of fractions of shares of Common Stock. 
The Company will not pay any dividend or make any distribution on shares
of Common Stock held in the treasury of the Company.


 


Section 15.06. 
Effect of Reclassification,
Consolidation, Merger or Sale.  If any of the following events occur, namely (i) any
reclassification or change of the outstanding shares of Common Stock (other
than a subdivision or combination to which Section 15.05(c) applies), (ii)
any consolidation, merger or combination of the Company with another Person as
a result of which holders of Common Stock shall be entitled to receive stock,
other securities or other property or assets (including cash) with respect to
or in exchange for such Common Stock, or (iii) any sale or conveyance of all or
substantially all of the properties and assets of the Company to any other
Person as a result of which holders of Common Stock shall be entitled to
receive stock, other securities or other property or assets (including cash)
with respect to or in exchange for such Common Stock, then the Company or the
successor or purchasing Person, as the case may be, shall execute with the Trustee
a supplemental indenture (which shall comply with the Trust Indenture Act as in
force at the date of execution of such supplemental indenture) providing that
each Note shall be convertible into the kind and amount of shares of stock,
other securities or other property or assets (including cash) receivable upon
such reclassification, change, consolidation, merger, combination, sale or
conveyance by a holder of a number of shares of Common Stock issuable upon
conversion of such Notes (assuming, for such purposes, a sufficient number of
authorized shares of Common Stock are available to convert all such Notes)
immediately prior to such reclassification, change, consolidation, merger,
combination, sale or conveyance assuming such holder of Common Stock did not
exercise his rights of election, if any, as to the kind or amount of stock,
other securities or other property or assets (including cash) receivable upon
such reclassification, change, consolidation, merger, combination, sale or
conveyance (provided  that, if the kind or amount of stock,
other securities or other property or assets (including cash) receivable upon
such reclassification, change, consolidation, merger, combination, sale or
conveyance is not the same for each share of Common Stock in respect of which
such rights of election shall not have been exercised (“non-


 


74

















 


electing share”),
then for the purposes of this Section 15.06 the kind and amount of stock,
other securities or other property or assets (including cash) receivable upon
such reclassification, change, consolidation, merger, combination, sale or
conveyance for each non-electing share shall be deemed to be the kind and
amount so receivable per share by a plurality of the non-electing shares).  Such supplemental indenture shall provide
for adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article 15.


 


The Company shall cause notice of the
execution of such supplemental indenture to be mailed to each holder of Notes,
at its address appearing on the Note Register provided for in Section 2.05
of this Indenture, within 20 days after execution thereof.  Failure to deliver such notice shall not
affect the legality or validity of such supplemental indenture.


 


The above provisions of this
Section shall similarly apply to successive reclassifications, changes,
consolidations, mergers, combinations, sales and conveyances.


 


If this Section 15.06 applies to any
event or occurrence, Section 15.05 shall not apply.


 


Section 15.07.  Taxes on Shares Issued.  The issue of stock certificates on conversions of Notes shall be
made without charge to the converting Noteholder for any documentary, stamp or
similar issue or transfer tax in respect of the issue thereof.  The Company shall not, however, be required
to pay any such tax which may be payable in respect of any transfer involved in
the issue and delivery of stock in any name other than that of the holder of any
Note converted, and the Company shall not be required to issue or deliver any
such stock certificate unless and until the Person or Persons requesting the
issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been
paid.


 


Section 15.08.  Reservation of Shares, Shares to Be Fully Paid;  Compliance with Governmental Requirements; Listing of
Common Stock.  The Company
shall provide, free from preemptive rights, out of its authorized but unissued
shares or shares held in treasury, sufficient shares of Common Stock to provide
for the conversion of the Notes from time to time as such Notes are presented
for conversion.


 


Before taking any action which would cause an adjustment increasing the
Conversion Rate to an amount that would cause the Conversion Price to be
reduced below the then par value, if any, of the shares of Common Stock
issuable upon conversion of the Notes, the Company will take all corporate
action which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue shares of such Common Stock at such
adjusted Conversion Rate.


 


The Company covenants that all shares of
Common Stock that may be issued upon conversion of Notes will upon issue be
fully paid and nonassessable by the Company and free from all taxes, liens and
charges with respect to the issue thereof.


 


The Company covenants that, if any shares of
Common Stock to be provided for the purpose of conversion of Notes hereunder
require registration with or approval of any governmental authority under any
federal or state law before such shares may be validly issued upon conversion,
the Company will in good faith and as expeditiously as possible, to the extent
then permitted by the rules and interpretations of the Commission (or any
successor thereto), endeavor to secure such registration or approval, as the
case may be.


 


75

















 


The Company further covenants that, if at any
time the Common Stock shall be listed on the New York Stock Exchange or any
other national securities exchange or automated quotation system, the Company
will, if permitted by the rules of such exchange or automated quotation system,
list and keep listed, so long as the Common Stock shall be so listed on such
exchange or automated quotation system, all Common Stock issuable upon
conversion of the Note; provided  that if the rules of such exchange or
automated quotation system permit the Company to defer the listing of such
Common Stock until the first conversion of the Notes into Common Stock in
accordance with the provisions of this Indenture, the Company covenants to list
such Common Stock issuable upon conversion of the Notes in accordance with the
requirements of such exchange or automated quotation system at such time.


 


Section 15.09.  Responsibility of Trustee.  The Trustee and any other Conversion Agent shall not at any time
be under any duty or responsibility to any holder of Notes to determine the
Conversion Rate or whether any facts exist which may require any adjustment of
the Conversion Rate, or with respect to the nature or extent or calculation of
any such adjustment when made, or with respect to the method employed, or
herein or in any supplemental indenture provided to be employed, in making the
same.  The Trustee and any other
Conversion Agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any securities or
property, which may at any time be issued or delivered upon the conversion of
any Note; and the Trustee and any other Conversion Agent make no
representations with respect thereto. 
Neither the Trustee nor any Conversion Agent shall be responsible for
any failure of the Company to issue, transfer or deliver any shares of Common
Stock or stock certificates or other securities or property or cash upon the
surrender of any Note for the purpose of conversion or to comply with any of
the duties, responsibilities or covenants of the Company contained in this Article 15.  Without limiting the generality of the
foregoing, neither the Trustee nor any Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any
supplemental indenture entered into pursuant to Section 15.06 relating
either to the kind or amount of shares of stock or securities or property
(including cash) receivable by Noteholders upon the conversion of their Notes
after any event referred to in such Section 15.06 or to any adjustment to
be made with respect thereto, but, subject to the provisions of
Section 8.01, may accept as conclusive evidence of the correctness of any
such provisions, and shall be protected in relying upon, the Officers’
Certificate (which the Company shall be obligated to file with the Trustee
prior to the execution of any such supplemental indenture) with respect
thereto.


 


Section 15.10.  Notice to Holders Prior to Certain Actions.  In case:


 


(a)  the Company shall declare a
dividend (or any other distribution) on its Common Stock that would require an
adjustment in the Conversion Rate pursuant to Section 15.05; or


 


(b)  the Company shall authorize
the granting to the holders of all or substantially all of its Common Stock of
rights, options or warrants to subscribe for or purchase any share of any class
or any other rights, options or warrants; or


 


(c)  of any reclassification or
reorganization of the Common Stock of the Company (other than a subdivision or
combination of its outstanding Common Stock, or a change in par value, or from
par value to no par value, or from no par value to par value), or of any
consolidation or merger to which the Company is a party and for which approval
of any stockholders of the


 


76

















 


Company is required, or of the sale or transfer of all or substantially
all of the assets of the Company; or


 


(d)  of the voluntary or
involuntary dissolution, liquidation or winding up of the Company;


 


the Company shall cause to be filed with the Trustee and to be mailed to
each holder of Notes at his address appearing on the Note Register provided for
in Section 2.05 of this Indenture, as promptly as possible but in any
event at least ten days prior to the applicable date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distribution or rights are to be determined, or (y)
the date on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up is expected to become effective or
occur, and the date as of which it is expected that holders of Common Stock of
record shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up.  Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up.


 


Section 15.11.  Stockholder Rights Plans.  If the rights provided for in the existing or any future rights
plan adopted by the Company have separated from the shares of Common Stock in
accordance with the provisions of the applicable stockholder rights agreement
so that the holders of the Notes would not be entitled to receive any rights in
respect of Common Stock issuable upon conversion of the Notes, the conversion
rate will be adjusted as if the Company distributed to all holders of Common
Stock shares of the Company’s capital stock, evidences of indebtedness or
assets (including securities but excluding rights or warrants to purchase
Common Stock issued to all holders of Common Stock, Common Stock issued as a
dividend or distribution on Common Stock and cash distributions), subject to
readjustment in the event of the expiration, termination or redemption of the
rights.  In lieu of any such adjustment,
the Company may amend such applicable stockholder rights agreement to provide
that upon conversion of the notes the holders will receive, in addition to the
Common Stock issuable upon such conversion, the rights which would have
attached to such Common Stock if the rights had not become separated from the
Common Stock under such applicable stockholder rights agreement.


 


ARTICLE 16

SUBORDINATION


 


Section 16.01.  Agreement to Subordinate.  The Company agrees, and each Noteholder by accepting a Note
agrees, that the Indebtedness evidenced by the Notes is subordinated in right
of payment, to the extent and in the manner provided in this Article 16,
to the prior payment in full of all Senior Indebtedness of the Company and that
the subordination is for the benefit of and enforceable by the holders of such
Senior Indebtedness.  The Notes shall in
all respects rank pari  passu with all other Senior Subordinated
Indebtedness of the Company and only Indebtedness of the Company that is Senior
Indebtedness of the Company shall rank senior to the Notes in accordance with
the provisions set forth herein. 
Notwithstanding any provision in this Article 16, but without
limiting the immediately preceding sentence, the Notes will not be


 


77

















 


subordinated in right of payment to the payment of any amount of
unsecured Senior Indebtedness that equals or exceeds a “substantial amount of
unsecured indebtedness,” as defined in Treasury Regulation
§ 1.279-3(c)(2), whether outstanding on the date of this Indenture or
which may be subsequently Incurred.  For
purposes of this Article 16, the Indebtedness evidenced by the Notes shall
be deemed to include any Additional Amounts. 
All provisions of this Article 16 shall be subject to
Section 16.12.


 


Section 16.02.  Liquidation,
Dissolution, Bankruptcy. 
Upon any payment or distribution of the assets of the Company to
creditors upon a total or partial liquidation or a total or partial dissolution
of the Company or in a bankruptcy, reorganization, insolvency, receivership or
similar proceeding relating to the Company or its property:


 


(1)                                  holders
of Senior Indebtedness of the Company shall be entitled to receive payment in full
in cash of such Senior Indebtedness before Noteholders shall be entitled to
receive any payment of principal of or interest (including Contingent Interest)
on the Notes; and


 


(2)                                  until
the Senior Indebtedness of the Company is paid in full in cash, any payment or
distribution to which Noteholders would be entitled but for this
Article 16 shall be made to holders of such Senior Indebtedness as their
interests may appear, except that Noteholders may receive any debt securities
that are subordinated to such Senior Indebtedness to at least the same extent
as the Notes.


 


Section 16.03.  Default on Senior Indebtedness.  The Company may not pay the principal of,
premium (if any) or Interest on the Notes or make any deposit pursuant to
Article 13 and may not otherwise purchase, repurchase, redeem or otherwise
acquire or retire for value any Notes (collectively, “pay the Notes”) if
(a) any Designated Senior Indebtedness of the Company is not paid when due
or (b) any other default on such Designated Senior Indebtedness occurs and the
maturity of such Designated Senior Indebtedness is accelerated in accordance
with its terms unless, in either case, (i) the default has been cured or
waived and any such acceleration has been rescinded or (ii) such Designated
Senior Indebtedness has been paid in full in cash; provided, however,
that the Company may pay the Notes without regard to the foregoing if the
Company and the Trustee receive written notice approving such payment from the
Representative of the Designated Senior Indebtedness with respect to which
either of the events set forth in clause (a) or (b) of this sentence has
occurred and is continuing.  During the
continuance of any default (other than a default described in clause (a) or (b)
of the preceding sentence) with respect to any Designated Senior Indebtedness
of the Company pursuant to which the maturity thereof may be accelerated
immediately without further notice (except such notice as may be required to
effect such acceleration) or the expiration of any applicable grace periods,
the Company may not pay the Notes for a period (a “Payment Blockage Period”)
commencing upon the receipt by the Trustee (with a copy to the Company) of
written notice (a “Blockage Notice”) of such default from the
Representative of such Designated Senior Indebtedness specifying an election to
effect a Payment Blockage Period and ending 179 days thereafter (or
earlier if such Payment Blockage Period is terminated (a) by written
notice to the Trustee and the Company from the Person or Persons who gave such
Blockage Notice, (b) by repayment in full of such Designated Senior
Indebtedness or (c) because the default giving rise to such Blockage
Notice is no longer continuing). 
Notwithstanding the provisions described in the immediately preceding
sentence (but subject to the provisions contained in the first sentence of this
Section and the next


 


78

















 


sentence), unless the holders of such Designated Senior Indebtedness or
the Representative of such holders shall have accelerated the maturity of such
Designated Senior Indebtedness, the Company may resume payments on the Notes
after the end of such Payment Blockage Period, including any missed
payments.  Not more than one Blockage
Notice may be given in any consecutive 360-day period, irrespective of the
number of defaults with respect to Designated Senior Indebtedness during such
period; provided, however, that if any Blockage Notice within
such 360-day period is given by or on behalf of any holders of Designated
Senior Indebtedness other than the Bank Indebtedness, the Representative of the
Bank Indebtedness may give another Blockage Notice within such period; provided
further, however, that in no event may the total number of days
during which any Payment Blockage Period or Periods is in effect exceed
179 days in the aggregate during any 360 consecutive day period.  For purposes of this Section, no default or
event of default that existed or was continuing on the date of the commencement
of any Payment Blockage Period with respect to the Designated Senior
Indebtedness initiating such Payment Blockage Period shall be, or be made, the
basis of the commencement of a subsequent Payment Blockage Period by the
Representative of such Designated Senior Indebtedness, whether or not within a
period of 360 consecutive days, unless such default or event of default
shall have been cured or waived for a period of not less than
90 consecutive days.


 


Section 16.04.  Acceleration of Payment of Notes.  If payment of the Notes is accelerated
because of an Event of Default, the Company or the Trustee (provided, that the
Trustee shall have received written notice from the Company, on which notice
the Trustee shall be entitled to conclusively rely) shall promptly notify the holders
of the Designated Senior Indebtedness of the Company (or their Representative)
of the acceleration.  If any Designated
Senior Indebtedness of the Company is outstanding, the Company may not pay the
Notes until five Business Days after such holders or the Representative of such
Designated Senior Indebtedness receive notice of such acceleration and,
thereafter, may pay the Notes only if this Article 16 otherwise permits
payment at that time.


 


Section 16.05.  When Distribution Must Be Paid Over.  If a distribution is made to the Trustee or
to the Noteholders that because of this Article 16 should not have been
made to them, the Trustee or the Noteholders who receive the distribution shall
hold it in trust for holders of Senior Indebtedness of the Company and pay it
over to them as their interests may appear.


 


Section 16.06.  Subrogation.  After all Senior Indebtedness of the Company
is paid in full and until the Notes are paid in full, Noteholders shall be
subrogated to the rights of holders of such Senior Indebtedness to receive
distributions applicable to Senior Indebtedness.  A distribution made under this Article 16 to holders of such
Senior Indebtedness which otherwise would have been made to Noteholders is not,
as between the Company and Noteholders, a payment by the Company on such Senior
Indebtedness.


 


Section 16.07.  Relative
Rights.  This Article 16
defines the relative rights of Noteholders and holders of Senior Indebtedness
of the Company.  Nothing in this
Indenture shall:


 


(1)                                  impair,
as between the Company and Noteholders, the obligation of the Company, which is
absolute and unconditional, to pay principal of and interest (including
Contingent Interest) and liquidated damages, if any, on the Notes in accordance
with their terms; or


 


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(2)                                  prevent
the Trustee or any Noteholder from exercising its available remedies upon a
Default, subject to the rights of holders of Senior Indebtedness of the Company
to receive distributions otherwise payable to Noteholders.


 


Section 16.08.  Subordination May Not Be Impaired by Company.  No right of any holder of Senior
Indebtedness of the Company to enforce the subordination of the Indebtedness
evidenced by the Notes shall be impaired by any act or failure to act by the
Company, the Trustee or any Noteholders or by its or their failure to comply
with this Indenture.


 


Section 16.09.  Rights of Trustee and Paying Agent.  Notwithstanding Section 16.03, the
Trustee or Paying Agent may continue to make payments on the Notes and shall
not be charged with knowledge of the existence of facts that would prohibit the
making of any such payments unless, not less than two Business Days prior to
the date of such payment, a Trust Officer of the Trustee receives written
notice that payments may not be made under this Article 16.  The Company, the Note Registrar, the Paying
Agent, a Representative or a holder of Senior Indebtedness of the Company may
give the notice; provided, however, that, if an issue of Senior
Indebtedness of the Company has a Representative, only the Representative may
give the notice.


 


The Trustee in its individual or any other
capacity may hold Senior Indebtedness of the Company with the same rights it
would have if it were not Trustee.  The
Note Registrar and the Paying Agent may do the same with like rights.  The Trustee shall be entitled to all the
rights set forth in this Article 16 with respect to any Senior
Indebtedness of the Company which may at any time be held by it, to the same
extent as any other holder of such Senior Indebtedness; and nothing in
Article 8 shall deprive the Trustee of any of its rights as such
holder.  Nothing in this Article 16
shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 8.07 or any other Section of this Indenture.


 


Section 16.10.  Distribution or Notice to Representative.  Whenever a distribution is to be made or a
notice given to holders of Senior Indebtedness of the Company, the distribution
may be made and the notice given to their Representative (if any).


 


Section 16.11.  Article 16 Not to Prevent Events of Default or Limit Right to
Accelerate.  The
failure to make a payment pursuant to the Notes by reason of any provision in
this Article 16 shall not be construed as preventing the occurrence of a
Default.  Nothing in this
Article 16 shall have any effect on the right of the Noteholders or the
Trustee to accelerate the maturity of the Notes.


 


Section 16.12.  Trust Monies Not Subordinated.  Notwithstanding anything contained herein to
the contrary, payments from money held in trust under Article 13 by the
Trustee for the payment of principal of and Interest on the Notes shall not be
subordinated to the prior payment of any Senior Indebtedness of the Company or
subject to the restrictions set forth in this Article 16, and none of the
Noteholders shall be obligated to pay over any such amount to the Company or
any holder of Senior Indebtedness of the Company or any other creditor of the
Company.


 


Section 16.13. 
Trustee Entitled to Rely.  Upon any payment or distribution pursuant to
this Article 16, the Trustee and the Noteholders shall be entitled to
conclusively rely (a) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 16.02
are pending, (b) upon a certificate of the liquidating trustee or agent


 


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or other Person making such payment or distribution to the Trustee or
to the Noteholders or (c) upon the Representatives for the holders of
Senior Indebtedness of the Company for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of such
Senior Indebtedness and other Indebtedness of the Company, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article 16.  In the event that the Trustee determines, in
good faith, that evidence is required with respect to the right of any Person
as a holder of Senior Indebtedness of the Company to participate in any payment
or distribution pursuant to this Article 16, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of such Senior Indebtedness held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and
other facts pertinent to the rights of such Person under this Article 16,
and, if such evidence is not furnished, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment.  The provisions of
Sections 8.01 and 8.02 shall be applicable to all actions or omissions of
actions by the Trustee pursuant to this Article 16.


 


Section 16.14.  Trustee to Effectuate Subordination.  Each Noteholder by accepting a Note
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination between
the Noteholders and the holders of Senior Indebtedness of the Company as
provided in this Article 16 and appoints the Trustee as attorney-in-fact
for any and all such purposes.


 


Section 16.15.  Trustee Not Fiduciary for Holders of Senior Indebtedness.  The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of the Company and shall
not be liable to any such holders if it shall mistakenly pay over or distribute
to Noteholders or the Company or any other Person, money or assets to which any
holders of Senior Indebtedness of the Company shall be entitled by virtue of
this Article 16 or otherwise.


 


Section 16.16.  Reliance by Noteholders of Senior Indebtedness on Subordination
Provisions.  Each
Noteholder by accepting a Note acknowledges and agrees that the foregoing
subordination provisions are, and are intended to be, an inducement and a
consideration to each holder of any Senior Indebtedness of the Company, whether
such Senior Indebtedness was created or acquired before or after the issuance
of the Notes, to acquire and continue to hold, or to continue to hold, such
Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and continuing
to hold, or in continuing to hold, such Senior Indebtedness.


 


ARTICLE 17

SUBSIDIARY GUARANTEES


 


Section 17.01.  Subsidiary Guarantors.  Each Subsidiary of the Company listed on Schedule I hereto
shall initially be a Subsidiary Guarantor. 
For so long as the Company’s 81/2 % Senior
Subordinated Notes due 2011 are outstanding, (a) if any other Subsidiary of the
Company shall become a subsidiary guarantor under the Company’s 81/2%
Senior Subordinated Notes due 2011, the Company shall cause such Subsidiary
concurrently to become a Subsidiary Guarantor and (b) if any Subsidiary of the
Company is released from its Guarantee of the Company’s 81/2%
Senior Subordinated Notes due 2011, then such Subsidiary shall cease to be a
Subsidiary Guarantor hereunder.  Upon
the payment in full of the Company’s 81/2% Senior
Subordinated


 


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Notes due 2011 when due at maturity, upon redemption, repurchase or
otherwise, the Subsidiary Guarantors shall cease to be Subsidiary Guarantors
hereunder.


 


In addition, if at any
time any indebtedness for borrowed money constituting Senior Subordinated
Indebtedness or Subordinated Obligation that shall be Guaranteed by any
Subsidiary of the Company and such Subsidiary is not a Subsidiary Guarantor of
the Notes, the Company shall cause such Subsidiary (including any Subsidiary
that had previously been such Subsidiary Guarantor and was subsequently
released from all obligations under this Article 17) to become a
Subsidiary Guarantor hereunder and concurrently to Guarantee the Notes as
Senior Subordinated Indebtedness of such Subsidiary, except that such
Subsidiary shall not become a Subsidiary Guarantor hereunder if at such time
the Company’s 81/2% Senior Subordinated Notes due 2011
are outstanding and such Subsidiary is not added as a guarantor under the 81/2%
Senior Subordinated Notes due 2011; provided, however, that such
exception shall expire when the 81/2% Senior Subordinated
Notes due 2011 cease to be outstanding at which time such Subsidiary shall
become a Subsidiary Guarantor hereunder. 
If (a) any such Subsidiary which shall become a Subsidiary Guarantor of
the Notes pursuant to the immediately preceding sentence is released from its
Guarantee of such Senior Subordinated Indebtedness or Subordinated Obligation,
as the case may be, or (b) if such Senior Subordinated Indebtedness or
Subordinated Obligation, as the case may be, is no longer outstanding, then
such Subsidiary shall cease to be a Subsidiary Guarantor hereunder.


 


If a Subsidiary Guarantor
is no longer a Subsidiary Guarantor hereunder, the Company shall deliver to the
Trustee an Officers’ Certificate certifying to that effect as of the date of
such Officers’ Certificate; then automatically, without the requirement of any
further action by the Company, such Subsidiary or the Trustee, the Subsidiary
Guarantee of such Subsidiary shall terminate and be of no further force or
effect and such Subsidiary Guarantor shall be deemed to be released from all
obligations under this Article 17.


 


A Subsidiary Guarantee by a Subsidiary
Guarantor shall be signed in the name and on behalf of such Subsidiary
Guarantor by the manual or facsimile signature of its President, any Vice
President (whether or not designated by number or numbers or word or words
added before or after the title “Vice President”), its Treasurer, its Secretary
or any Assistant Secretary.


 


A Subsidiary Guarantee bearing the manual
signatures of individuals who were at any time the proper officers of a
Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
execution and delivery of the Subsidiary Guarantee or did not hold such offices
at the date of such Subsidiary Guarantee.


 


Section 17.02.  Subsidiary Guarantees.  (a)  Each
Subsidiary Guarantor hereby jointly and severally irrevocably and
unconditionally guarantees, as a primary obligor and not merely as a surety, to
each Noteholder and to the Trustee and its successors and assigns (i) the
full and punctual payment when due, whether at Stated Maturity, by
acceleration, by redemption, repurchase or otherwise, of all obligations of the
Company under this Indenture (including obligations to the Trustee) and the
Notes, whether for payment of principal of, Interest on, in respect of the
Notes and all other monetary obligations of the Company under this Indenture
and the Notes and (ii) the full and punctual performance within applicable
grace periods of all other obligations of the Company whether for fees,
expenses, indemnification or otherwise under this


 


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Indenture and the Notes (all the foregoing being hereinafter
collectively called the “Guaranteed Obligations”).  Each Subsidiary Guarantor further agrees
that the Guaranteed Obligations may be extended or renewed, in whole or in
part, without notice or further assent from each such Subsidiary Guarantor, and
that each such Subsidiary Guarantor shall remain bound under this Article 17
notwithstanding any extension or renewal of any Guaranteed Obligation.


 


(b)  Each Subsidiary Guarantor
waives presentation to, demand of payment from and protest to the Company of
any of the Guaranteed Obligations and also waives notice of protest for nonpayment.  Each Subsidiary Guarantor waives notice of
any default under the Notes or the Guaranteed Obligations.  The obligations of each Subsidiary Guarantor
hereunder shall not be affected by (i) the failure of any Noteholder or
the Trustee to assert any claim or demand or to enforce any right or remedy
against the Company or any other Person under this Indenture, the Notes or any
other agreement or otherwise; (ii) any extension or renewal of any thereof;
(iii) any rescission, waiver, amendment or modification of any of the
terms or provisions of this Indenture, the Notes or any other agreement;
(iv) the release of any security held by any Noteholder or the Trustee for
the Guaranteed Obligations or any of them; (v) the failure of any
Noteholder or Trustee to exercise any right or remedy against any other
guarantor of the Guaranteed Obligations; or (vi) any change in the
ownership of such Subsidiary Guarantor.


 


(c)  Each Subsidiary Guarantor
hereby waives any right to which it may be entitled to have its obligations
hereunder divided among the Subsidiary Guarantors, such that such Subsidiary
Guarantor’s obligations would be less than the full amount claimed.  Each Subsidiary Guarantor hereby waives any
right to which it may be entitled to have the assets of the Company first be
used and depleted as payment of the Company’s or such Subsidiary Guarantor’s
obligations hereunder prior to any amounts being claimed from or paid by such
Subsidiary Guarantor hereunder.  Each Subsidiary
Guarantor hereby waives any right to which it may be entitled to require that
the Company be sued prior to an action being initiated against such Subsidiary
Guarantor.


 


(d)  Each Subsidiary Guarantor
further agrees that its Subsidiary Guarantee herein constitutes a guarantee of
payment, performance and compliance when due (and not a guarantee of
collection) and waives any right to require that any resort be had by any
Noteholder or the Trustee to any security held for payment of the Guaranteed
Obligations.


 


(e)  The Subsidiary Guarantee of
each Subsidiary Guarantor is, to the extent and in the manner set forth in
Article 18, subordinated and subject in right of payment to the prior
payment in full of the principal of and premium, if any, and interest on all
Senior Indebtedness of the relevant Subsidiary Guarantor and is made subject to
such provisions of this Indenture.


 


(f)  Except as expressly set
forth in Sections 17.03 and 17.07, the obligations of each Subsidiary
Guarantor hereunder shall not be subject to any reduction, limitation, impairment
or termination for any reason, including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense of
setoff, counterclaim, recoupment or termination whatsoever or by reason of the
invalidity, illegality or unenforceability of the Guaranteed Obligations or
otherwise.  Without limiting the
generality of the foregoing, the obligations of each Subsidiary Guarantor
herein shall not be discharged or impaired or otherwise affected by the failure
of any Noteholder or the Trustee to assert any claim or demand or to enforce
any remedy under this Indenture, the Notes or any other agreement, by any
waiver or


 


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modification of any thereof, by any default, failure or delay, wilful
or otherwise, in the performance of the obligations, or by any other act or
thing or omission or delay to do any other act or thing which may or might in
any manner or to any extent vary the risk of any Subsidiary Guarantor or would
otherwise operate as a discharge of any Subsidiary Guarantor as a matter of law
or equity.


 


(g)  Except as otherwise
provided herein, each Subsidiary Guarantor agrees that its Subsidiary Guarantee
shall remain in full force and effect until payment in full of all the
Guaranteed Obligations.  Each Subsidiary
Guarantor further agrees that its Subsidiary Guarantee herein shall continue to
be effective or be reinstated, as the case may be, if at any time payment, or
any part thereof, of principal of or Interest on any Guaranteed Obligation is
rescinded or must otherwise be restored by any Noteholder or the Trustee upon
the bankruptcy or reorganization of the Company or otherwise.


 


(h)  In furtherance of the
foregoing and not in limitation of any other right which any Noteholder or the
Trustee has at law or in equity against any Subsidiary Guarantor by virtue
hereof, upon the failure of the Company to pay the principal of or Interest on
any Guaranteed Obligation when and as the same shall become due, whether at maturity,
by acceleration, by redemption or otherwise, or to perform or comply with any
other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and
shall, upon receipt of written demand by the Trustee, forthwith pay, or cause
to be paid, in cash, to the Noteholders or the Trustee an amount equal to the
sum of (i) the unpaid principal amount of such Guaranteed Obligations,
(ii) accrued and unpaid Interest on such Guaranteed Obligations (but only
to the extent not prohibited by law) and (iii) all other monetary
obligations of the Company to the Noteholders and the Trustee.


 


(i)  Each Subsidiary Guarantor
agrees that it shall not be entitled to any right of subrogation in relation to
the Noteholders in respect of any Guaranteed Obligations guaranteed hereby
until payment in full of all Guaranteed Obligations and all obligations to
which the Guaranteed Obligations are subordinated as provided in
Article 18.  Each Subsidiary
Guarantor further agrees that, as between it, on the one hand, and the Noteholders
and the Trustee, on the other hand, (i) the maturity of the Guaranteed
Obligations guaranteed hereby may be accelerated as provided in Article 7
for the purposes of any Subsidiary Guarantee herein, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Guaranteed Obligations guaranteed hereby, and (ii) in the event of any
declaration of acceleration of such Guaranteed Obligations as provided in
Article 7, such Guaranteed Obligations (whether or not due and payable)
shall forthwith become due and payable by such Subsidiary Guarantor for the
purposes of this Section 17.02.


 


(j)  Each Subsidiary Guarantor
also agrees to pay any and all costs and expenses (including reasonable
attorneys’ fees and expenses) incurred by the Trustee or any Noteholder in
enforcing any rights under this Section 17.02.


 


(k)  Upon request of the
Trustee, each Subsidiary Guarantor shall execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper
to carry out more effectively the purpose of this Indenture.


 


Section 17.03.  Limitation on Liability.  Any term or provision of this Indenture to the contrary
notwithstanding, the maximum aggregate amount of the Guaranteed Obligations


 


84

















 


guaranteed hereunder by any Subsidiary Guarantor shall not exceed the
maximum amount that can be hereby guaranteed without rendering this Indenture,
as it relates to such Subsidiary Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.


 


Section 17.04.  Successors and Assigns.  This Article 17 shall be binding upon each Subsidiary
Guarantor and its successors and assigns and shall inure to the benefit of the
successors and assigns of the Trustee and the Noteholders and, in the event of
any transfer or assignment of rights by any Noteholder or the Trustee, the
rights and privileges conferred upon that party in this Indenture and in the
Notes shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions of this Indenture.


 


Section 17.05.  No Waiver.  Neither a failure nor a delay on the part of
either the Trustee or the Noteholders in exercising any right, power or
privilege under this Article 17 shall operate as a waiver thereof, nor
shall a single or partial exercise thereof preclude any other or further
exercise of any right, power or privilege. 
The rights, remedies and benefits of the Trustee and the Noteholders
herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have under this Article 17
at law, in equity, by statute or otherwise.


 


Section 17.06.  Modification.  No modification, amendment or waiver of any
provision of this Article 17, nor the consent to any departure by any
Subsidiary Guarantor therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Trustee, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.  No notice to or demand on any
Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to any
other or further notice or demand in the same, similar or other circumstances.


 


Section 17.07.  Execution of Subsidiary Guarantee for Future Subsidiary Guarantors.  Each Subsidiary which is required to become
a Subsidiary Guarantor pursuant to Section 17.01 shall promptly execute
and deliver to the Trustee a Subsidiary Guarantee in the form of Exhibit B
hereto pursuant to which such Subsidiary shall become a Subsidiary Guarantor
under this Article 17 and shall guarantee the Guaranteed Obligations.  Concurrently with the execution and delivery
of such Subsidiary Guarantee, the Company shall deliver to the Trustee an
Opinion of Counsel and an Officers’ Certificate to the effect that such
Subsidiary Guarantee has been duly authorized, executed and delivered by such
Subsidiary and that, subject to the application of bankruptcy, insolvency,
moratorium, fraudulent conveyance or transfer and other similar laws relating
to creditors’ rights generally and to the principles of equity, whether
considered in a proceeding at law or in equity, the Subsidiary Guarantee of
such Subsidiary Guarantor is a valid and binding obligation of such Subsidiary
Guarantor, enforceable against such Subsidiary Guarantor in accordance with its
terms and or to such other matters as the Trustee may reasonably request.


 


Section 17.08.  Non-Impairment.  The failure to endorse a Subsidiary
Guarantee on any Note shall not affect or impair the validity thereof.


 


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ARTICLE 18

SUBORDINATION OF THE SUBSIDIARY GUARANTEES


 


Section 18.01.  Agreement to Subordinate.  Each Subsidiary Guarantor agrees, and each Noteholder by
accepting a Note agrees, that the obligations of a Subsidiary Guarantor
hereunder are subordinated in right of payment, to the extent and in the manner
provided in this Article 18, to the prior payment in full of all Senior
Indebtedness of such Subsidiary Guarantor and that the subordination is for the
benefit of and enforceable by the holders of such Senior Indebtedness of such
Subsidiary Guarantor.  The obligations
hereunder with respect to a Subsidiary Guarantor shall in all respects rank pari
passu with all other Senior Subordinated Indebtedness of such Subsidiary
Guarantor and shall rank senior to all existing and future Subordinated
Obligations of such Subsidiary Guarantor; and only Indebtedness of such
Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor
shall rank senior to the obligations of such Subsidiary Guarantor under its
Subsidiary Guarantee in accordance with the provisions set forth herein.  Notwithstanding any provision in this
Article 18, but without limiting the immediately preceding sentence, the
Subsidiary Guarantees will not be subordinated in right of payment to the
payment of any amount of unsecured Senior Indebtedness that equals or exceeds a
“substantial amount of unsecured indebtedness,” as defined in Treasury
Regulation § 1.279-3(c)(2), whether outstanding on the date of this
Indenture or which may be subsequently Incurred.


 


Section 18.02.  Liquidation,
Dissolution, Bankruptcy. 
Upon any payment or distribution of the assets of a Subsidiary Guarantor
to creditors upon a total or partial liquidation or a total or partial
dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to such Subsidiary
Guarantor or its property:


 


(1)                                  holders
of Senior Indebtedness of such Subsidiary Guarantor shall be entitled to
receive payment in full in cash of such Senior Indebtedness before Noteholders
shall be entitled to receive any payment pursuant to any Guaranteed Obligations
from such Subsidiary Guarantor; and


 


(2)                                  until
the Senior Indebtedness of such Subsidiary Guarantor is paid in full, any payment
or distribution to which Noteholders would be entitled but for this
Article 18 shall be made to holders of such Senior Indebtedness as their
respective interests may appear, except that Noteholders may receive any debt
securities that are subordinated to such Senior Indebtedness to at least the
same extent as the Subsidiary Guarantees.


 


Section 18.03.  Default on Designated Senior Indebtedness of a Subsidiary Guarantor.  A Subsidiary Guarantor may not make any
payment pursuant to any of the Guaranteed Obligations or purchase, repurchase,
redeem or otherwise acquire or retire for value any Notes (collectively, “pay its
Guarantee”) if (a) any Designated Senior Indebtedness of such
Subsidiary Guarantor is not paid when due or (b) any other default on Designated
Senior Indebtedness of such Subsidiary Guarantor occurs and the maturity of
such Designated Senior Indebtedness is accelerated in accordance with its terms
unless, in either case, (i) the default has been cured or waived and any
such acceleration has been rescinded or (ii) such Designated Senior
Indebtedness has been paid in full; provided, however, that such
Subsidiary Guarantor may pay its Guarantee without regard to the foregoing if
such Subsidiary Guarantor and the Trustee receive written notice approving such
payment from the Representative of the holders of the Designated Senior
Indebtedness with


 


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respect to which either of the events in clause (a) or (b) of this
sentence has occurred and is continuing. 
During the continuance of any default (other than a default described in
clause (a) or (b) of the preceding sentence) with respect to any Designated
Senior Indebtedness of a Subsidiary Guarantor pursuant to which the maturity
thereof may be accelerated immediately without further notice (except such
notice as may be required to effect such acceleration) or the expiration of any
applicable grace periods, such Subsidiary Guarantor may not pay its Guarantee
for a period (a “Guarantee Payment Blockage Period”) commencing upon the
receipt by the Trustee (with a copy to such Subsidiary Guarantor and the
Company) of written notice (a “Guarantee Blockage Notice”) of such default
from the Representative of the holders of the Designated Senior Indebtedness of
such Subsidiary Guarantor specifying an election to effect a Guarantee Payment
Blockage Period and ending 179 days thereafter (or earlier if such
Guarantee Payment Blockage Period is terminated (a) by written notice to
the Trustee (with a copy to such Subsidiary Guarantor and the Company) from the
Person or Persons who gave such Guarantee Blockage Notice, (b) because
such Designated Senior Indebtedness has been repaid in full or (c) because
the default giving rise to such Guarantee Blockage Notice is no longer
continuing).  Notwithstanding the
provisions described in the immediately preceding sentence (but subject to the
provisions contained in the first sentence of this Section 18.03 and the
next sentence), unless the holders of such Designated Senior Indebtedness or
the Representative of such holders shall have accelerated the maturity of such
Designated Senior Indebtedness, such Subsidiary Guarantor may resume to paying
its Subsidiary Guarantee after such Guarantee Payment Blockage Period, including
any missed payments.  Not more than one
Guarantee Blockage Notice may be given with respect to a Subsidiary Guarantor
in any consecutive 360-day period, irrespective of the number of defaults with
respect to Designated Senior Indebtedness of such Subsidiary Guarantor during
such period; provided, however, that if any Guarantee Blockage
Notice within such 360-day period is given by or on behalf of any holders of
Designated Senior Indebtedness of such Subsidiary Guarantor other than the Bank
Indebtedness, the Representative of the Bank Indebtedness may give another
Guarantee Blockage Notice within such period; provided  further, however,
that in no event may the total number of days during which any Guarantee
Payment Blockage Period or Periods is in effect exceed 179 days in the
aggregate during any 360 consecutive day period.  For purposes of this Section 18.03, no default or event of
default that existed or was continuing on the date of the commencement of any
Guarantee Payment Blockage Period with respect to the Designated Senior
Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be
made, the basis of the commencement of a subsequent Guarantee Payment Blockage
Period by the Representative of such Designated Senior Indebtedness, whether or
not within a period of 360 consecutive days, unless such default or event
of default shall have been cured or waived for a period of not less than
90 consecutive days.


 


Section 18.04. 
Demand for Payment.  If payment of the Notes is accelerated
because of an Event of Default and a demand for payment is made on a Subsidiary
Guarantor pursuant to Article 17, the Trustee (provided that the
Trustee shall have received written notice from the Company or such Subsidiary
Guarantor, on which notice the Trustee shall be entitled to conclusively rely)
shall promptly notify the holders of the Designated Senior Indebtedness of such
Subsidiary Guarantor (or the Representative of such holders) of such
demand.  If any Designated Senior
Indebtedness of such Subsidiary Guarantor is outstanding, such Subsidiary
Guarantor may not pay its Guarantee until five Business Days after such holders
or the Representative of the holders of the Designated Senior Indebtedness of
such Subsidiary


 


87

















 


Guarantor receive notice of such demand and, thereafter, may pay its
Guarantee only if this Article 18 otherwise permits payment at that time.


 


Section 18.05.  When Distribution Must Be Paid Over.  If a payment or distribution is made to the
Trustee or the Noteholders that because of this Article 18 should not have
been made to them, the Trustee or the Noteholders who receive the payment or
distribution shall hold such payment or distribution in trust for holders of
the Senior Indebtedness of the relevant Subsidiary Guarantor and pay it over to
them as their respective interests may appear.


 


Section 18.06.  Subrogation.  After all Senior Indebtedness of a
Subsidiary Guarantor is paid in full 
and until the Notes are paid in full in cash, Noteholders shall be
subrogated to the rights of holders of Senior Indebtedness of such Subsidiary
Guarantor to receive distributions applicable to Designated Senior Indebtedness
of such Subsidiary Guarantor.  A
distribution made under this Article 18 to holders of Senior Indebtedness
of such Subsidiary Guarantor which otherwise would have been made to
Noteholders is not, as between such Subsidiary Guarantor and Noteholders, a
payment by such Subsidiary Guarantor on Senior Indebtedness of such Subsidiary
Guarantor.


 


Section 18.07.  Relative
Rights.  This Article 18
defines the relative rights of Noteholders and holders of Senior Indebtedness
of a Subsidiary Guarantor.  Nothing in
this Indenture shall:


 


(1)                                  impair,
as between a Subsidiary Guarantor and Noteholders, the obligation of a
Subsidiary Guarantor which is absolute and unconditional, to make payments with
respect to the Guaranteed Obligations to the extent set forth in
Article 17; or


 


(2)                                  prevent
the Trustee or any Noteholder from exercising its available remedies upon a
default by a Subsidiary Guarantor under its obligations with respect to the
Guaranteed Obligations, subject to the rights of holders of Senior Indebtedness
of such Subsidiary Guarantor to receive distributions otherwise payable to
Noteholders.


 


Section 18.08.  Subordination May Not Be Impaired by a Subsidiary Note Guarantor.  No right of any holder of Senior
Indebtedness of a Subsidiary Guarantor to enforce the subordination of the
obligations of such Subsidiary Guarantor hereunder shall be impaired by any act
or failure to act by such Subsidiary Guarantor, the Trustee or any Noteholder
or by its or their failure to comply with this Indenture.


 


Section 18.09.  Rights of Trustee and Paying Agent.  Notwithstanding Section 18.03, the
Trustee or the Paying Agent may continue to make payments on the Notes and
shall not be charged with knowledge of the existence of facts that would
prohibit the making of any such payments unless, not less than two Business
Days prior to the date of such payment, a Trust Officer of the Trustee receives
written notice that payments may not be made under this Article 18.  A Subsidiary Guarantor, the Registrar, the
Paying Agent, a Representative or a holder of Senior Indebtedness of a
Subsidiary Guarantor may give the notice; provided, however, that
if an issue of Senior Indebtedness of a Subsidiary Guarantor has a
Representative, only the Representative may give the notice.


 


The Trustee in its individual or any other capacity may hold Senior
Indebtedness of a Subsidiary Guarantor with the same rights it would have if it
were not Trustee.  The Note Registrar
and the Paying Agent may do the same with like rights.  The Trustee shall be entitled


 


88

















 


to all the rights set forth in this Article 18 with respect to any
Senior Indebtedness of a Subsidiary Guarantor which may at any time be held by
it, to the same extent as any other holder of Senior Indebtedness of such
Subsidiary Guarantor; and nothing in Article 8 shall deprive the Trustee
of any of its rights as such holder. 
Nothing in this Article 18 shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 8.07 or any other
Section of this Indenture.


 


Section 18.10.  Distribution or Notice to Representative.  Whenever a distribution is to be made or a
notice given to holders of Senior Indebtedness of a Subsidiary Guarantor, the
distribution may be made and the notice given to their Representative (if any).


 


Section 18.11.  Article 18 Not to Prevent Events of Default or Limit Right to
Accelerate.  The
failure of a Subsidiary Guarantor to make a payment on any of its obligations
by reason of any provision in this Article 18 shall not be construed as
preventing the occurrence of a default by such Subsidiary Guarantor under such
obligations.  Nothing in this
Article 18 shall have any effect on the right of the Noteholders or the
Trustee to make a demand for payment on a Subsidiary Guarantor pursuant to
Article 17.


 


Section 18.12.  Trustee Entitled to Rely.  Upon any payment or distribution pursuant to this
Article 18, the Trustee and the Noteholders shall be entitled to
conclusively rely (a) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in
Section 18.02 are pending, (b) upon a certificate of the liquidating
trustee or agent or other Person making such payment or distribution to the
Trustee or to the Noteholders or (c) upon the Representatives for the
holders of Senior Indebtedness of a Subsidiary Guarantor for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness of a Subsidiary Guarantor
and other Indebtedness of a Subsidiary Guarantor, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article 18. 
In the event that the Trustee determines, in good faith, that evidence
is required with respect to the right of any Person as a holder of Senior
Indebtedness of a Subsidiary Guarantor to participate in any payment or
distribution pursuant to this Article 18, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Indebtedness of such Subsidiary Guarantor held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and other facts pertinent to the rights of such Person
under this Article 18, and, if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment. 
The provisions of Sections 8.01 and 8.02 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this
Article 18.


 


Section 18.13.  Trustee to Effectuate Subordination.  Each Noteholder by accepting a Note
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
between the Noteholders and the holders of Senior Indebtedness of each of the
Subsidiary Guarantors as provided in this Article 18 and appoints the
Trustee as attorney-in-fact for any and all such purposes.


 


Section 18.14.  Trustee Not Fiduciary for Holders of Senior Indebtedness of a
Subsidiary Guarantor. 
The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness of a Subsidiary Guarantor and shall not be liable to any
such holders if it shall


 


89

















 


mistakenly pay over or distribute to Noteholders or the relevant
Subsidiary Guarantor or any other Person, money or assets to which any holders
of Senior Indebtedness of such Subsidiary Guarantor shall be entitled by virtue
of this Article 18 or otherwise.


 


Section 18.15.  Reliance by Noteholders of Senior Indebtedness of a Subsidiary
Guarantor on Subordination Provisions.  Each Noteholder by accepting a Note
acknowledges and agrees that the foregoing subordination provisions are, and
are intended to be, an inducement and a consideration to each holder of any
Senior Indebtedness of a Subsidiary Guarantor, whether such Senior Indebtedness
was created or acquired before or after the issuance of the Notes, to acquire
and continue to hold, or to continue to hold, such Senior Indebtedness and such
holder of Senior Indebtedness shall be deemed conclusively to have relied on
such subordination provisions in acquiring and continuing to hold, or in
continuing to hold, such Senior Indebtedness.


 


Section 18.16.  Trust Monies Not Subordinated.  Notwithstanding anything contained herein to
the contrary, payments from money held in trust under Article 13 by the
Trustee for the payment of principal of, and Interest on, the Notes shall not
be subordinated to the prior payment of any Senior Indebtedness of any
Subsidiary Guarantor or subject to the restrictions set forth in this
Article 18, and none of the Noteholders shall be obligated to pay over any
such amount to a Subsidiary Guarantor or any holder of Senior Indebtedness of
Subsidiary Guarantor or any other creditor of a Subsidiary Guarantor.


 


ARTICLE 19

MISCELLANEOUS PROVISIONS


 


Section 19.01.  Provisions Binding on Company’s Successors.  All the covenants, stipulations, promises
and agreements by the Company contained in this Indenture shall bind its
successors and assigns whether so expressed or not.


 


Section 19.02.  Official Acts by Successor Corporation.  Any act or proceeding by any provision of
this Indenture authorized or required to be done or performed by any board,
committee or officer of the Company shall and may be done and performed with
like force and effect by the like board, committee or officer of any Person
that shall at the time be the lawful sole successor of the Company.


 


Section 19.03.  Addresses for Notices, Etc.  Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the holders of
Notes on the Company shall be deemed to have been sufficiently given or made,
for all purposes, if given or served by being deposited postage prepaid by
registered or certified mail in a post office letter box or sent by telecopier
transmission addressed as follows:  to
Alliant Techsystems Inc., 5050 Lincoln Drive, Edina, Minnesota 55436,
Telecopier No.:  (952) 351-3000,
Attention:  Chief Financial
Officer.  Any notice, direction, request
or demand hereunder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or served by being
deposited, postage prepaid, by registered or certified mail in a post office
letter box or sent by telecopier transmission addressed to the Corporate Trust
Office, BNY Midwest Trust Company, 2 North LaSalle Street, Suite 1020, Chicago,
Illinois 60602, Attention: Corporate Trust Department.


 


90

















 


The Trustee, by notice to the Company, may designate additional or
different addresses for subsequent notices or communications.


 


Any notice or communication mailed to a Noteholder shall be mailed to
him by first class mail, postage prepaid, at his address as it appears on the
Note Register and shall be sufficiently given to him if so mailed within the
time prescribed.


 


Failure to mail a notice or communication to a Noteholder or any defect
in it shall not affect its sufficiency with respect to other Noteholders.  If a notice or communication is mailed in
the manner provided above, it is duly given, whether or not the addressee
receives it.


 


Section 19.04.  Governing
Law.  This Indenture and each
Note shall be deemed to be a contract made under the laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of
the State of New York.


 


Section 19.05.  Evidence of Compliance with Conditions Precedent, Certificates to
Trustee.  Upon any
application or demand by the Company to the Trustee to take any action under
any of the provisions of this Indenture, the Company shall furnish to the
Trustee an Officers’ Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with, and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with (it being
understood that no Opinion of Counsel shall be required pursuant to this
Section 19.05 in connection with the initial issuance of the Notes).


 


Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture shall include:  (1) a statement that the person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statement or opinion contained in such certificate or opinion is
based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.


 


Section 19.06.  Legal
Holidays.  In any case in
which the date of maturity of Interest on or principal of the Notes or the
Redemption Date of any Note or any Repurchase Date with respect to any Note
will not be a Business Day, then payment of such Interest on or principal of
the Notes need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the date of maturity
or the Redemption Date or the Repurchase Date, as the case may be, and no
interest shall accrue for the period from and after such date.


 


Section 19.07.  Company Responsible for Making Calculations.  Except as specified in Section 4.01,
the Company will be responsible for making all calculations called for under
the Notes.  These calculations include,
but are not limited to, determination of the Current Market Price, Last
Reported Sale Price and Spin-off Market Price, the amount of accrued Interest
(including any Contingent Interest) payable on the Notes and the Conversion
Rate of the Notes.  The Company will
make these calculations in good faith and, absent manifest error, these


 


91

















 


calculations will be final and binding on the Noteholders.  Promptly after the calculation thereof, the
Company will provide to each of the Trustee and the Conversion Agent an
Officers’ Certificate setting forth a schedule of its calculations, and
each of the Trustee and the Conversion Agent is entitled to conclusively rely
upon the accuracy of such calculations without independent verification.  The Trustee will forward the Company’s
calculations to any Noteholder upon the request of such Noteholder.


 


Section 19.08.  Trust Indenture Act. 
This Indenture is hereby made subject to, and shall be governed by, the
provisions of the Trust Indenture Act required to be part of and to govern
indentures qualified under the Trust Indenture Act; provided that unless
otherwise required by law, notwithstanding the foregoing, this Indenture and
the Notes issued hereunder shall not be subject to the provisions of
subsections (a)(1), (a)(2), and (a)(3) of Section 314 of the Trust
Indenture Act as now in effect or as hereafter amended or modified; provided  further
that this Section 16.08 shall not require this Indenture or the Trustee to
be qualified under the Trust Indenture Act prior to the time such qualification
is in fact required under the terms of the Trust Indenture Act, nor shall it
constitute any admission or acknowledgment by any party to the Indenture that
any such qualification is required prior to the time such qualification is in
fact required under the terms of the Trust Indenture Act.  If any provision hereof limits, qualifies or
conflicts with another provision hereof which is required to be included in an
indenture qualified under the Trust Indenture Act, such required provision
shall control.


 


Section 19.09.  No Security Interest Created.  Except as provided in Section 8.07,
nothing in this Indenture or in the Notes, expressed or implied, shall be
construed to constitute a security interest under the Uniform Commercial Code
or similar legislation, as now or hereafter enacted and in effect, in any
jurisdiction in which property of the Company or its subsidiaries is located.


 


Section 19.10.  Benefits of Indenture.  Nothing in this Indenture or in the Notes, express or implied,
shall give to any Person, other than the parties hereto, any Paying Agent, any
authenticating agent, any Note Registrar and their successors hereunder and the
holders of Notes any benefit or any legal or equitable right, remedy or claim
under this Indenture.


 


Section 19.11.  Table of Contents, Headings, Etc.  The table of contents and the titles and
headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and
shall in no way modify or restrict any of the terms or provisions hereof.


 


Section 19.12.  Authenticating Agent.  The Trustee may appoint an authenticating agent that shall be
authorized to act on its behalf, and subject to its direction, in the
authentication and delivery of Notes in connection with the original issuance
thereof and transfers and exchanges of Notes hereunder, including under
Sections 2.04, 2.05, 2.06, 2.07, 3.02 and 3.08, as fully to all intents and purposes
as though the authenticating agent had been expressly authorized by this
Indenture and those Sections to authenticate and deliver Notes.  For all purposes of this Indenture, the
authentication and delivery of Notes by the authenticating agent shall be deemed
to be authentication and delivery of such Notes “by the Trustee” and a
certificate of authentication executed on behalf of the Trustee by an
authenticating agent shall be deemed to satisfy any requirement hereunder or in
the Notes for the Trustee’s certificate of authentication.  Such authenticating agent shall at all times
be a Person eligible to serve as trustee hereunder pursuant to
Section 8.10.


 


92

















 


Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any authenticating agent
shall be a party, or any corporation succeeding to the corporate trust business
of any authenticating agent, shall be the successor of the authenticating agent
hereunder, if such successor corporation is otherwise eligible under this
Section 16.12, without the execution or filing of any paper or any further
act on the part of the parties hereto or the authenticating agent or such
successor corporation.


 


Any authenticating agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company.  The Trustee may at any time terminate the
agency of any authenticating agent by giving written notice of termination to
such authenticating agent and to the Company. 
Upon receiving such a notice of resignation or upon such a termination,
or in case at any time any authenticating agent shall cease to be eligible under
this Section, the Trustee shall either promptly appoint a successor
authenticating agent or itself assume the duties and obligations of the former
authenticating agent under this Indenture and, upon such appointment of a
successor authenticating agent, if made, shall give written notice of such
appointment of a successor authenticating agent to the Company and shall mail
notice of such appointment of a successor authenticating agent to all holders
of Notes as the names and addresses of such holders appear on the Note
Register.


 


The Company agrees to pay to the authenticating agent from time to time
such reasonable compensation for its services as shall be agreed upon in
writing between the Company and the authenticating agent.


 


The provisions of Sections 8.02, 8.03, 8.04 and 9.03 and this
Section 19.12 shall be applicable to any authenticating agent.


 


Section 19.13.  Execution in Counterparts.  This Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.


 


Section 19.14.  Severability.  In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, then (to the extent
permitted by law) the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


BNY Midwest Trust Company hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions herein above set forth.


 


[THE REMAINDER OF
THIS PAGE IS INTENTIONALLY LEFT BLANK]


 


93

















 


IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed.


 


	
   

  	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Eric S. Rangen

  	
   

  
	
   

  	
  Name: Eric S. Rangen

  
	
   

  	
  Title: Vice President and Chief Financial
  Officer

  



 


94

















 


	
   

  	
  ALLIANT AMMUNITION AND POWDER

  COMPANY LLC

  
	
   

  	
  ALLIANT AMMUNITION SYSTEMS

  COMPANY LLC

  
	
   

  	
  ALLIANT HOLDINGS LLC

  
	
   

  	
  ALLIANT INTERNATIONAL HOLDINGS INC.

  
	
   

  	
  ALLIANT LAKE CITY SMALL CALIBER

  AMMUNITION COMPANY LLC

  
	
   

  	
  ALLIANT PROPULSION AND COMPOSITES LLC

  
	
   

  	
  ALLIANT SOUTHERN COMPOSITES

  COMPANY LLC

  
	
   

  	
  AMMUNITION ACCESSORIES INC.

  
	
   

  	
  ATK AEROSPACE COMPANY INC.

  
	
   

  	
  ATK AMMUNITION AND RELATED

  PRODUCTS LLC

  
	
   

  	
  ATK COMMERCIAL AMMUNITION

  COMPANY

  
	
   

  	
  ATK ELKTON LLC

  
	
   

  	
  ATK INTERNATIONAL SALES INC.

  
	
   

  	
  ATK LOGISTICS AND TECHNICAL SERVICES

  LLC

  
	
   

  	
  ATK MISSILE SYSTEMS COMPANY LLC

  
	
   

  	
  ATK ORDNANCE AND GROUND SYSTEMS LLC

  
	
   

  	
  ATK PRECISION SYSTEMS LLC

  
	
   

  	
  ATK TACTICAL SYSTEMS COMPANY LLC

  
	
   

  	
  COMPOSITE OPTICS, INCORPORATED

  
	
   

  	
  FEDERAL CARTRIDGE COMPANY

  
	
   

  	
  GASL, INC.

  
	
   

  	
  MICRO CRAFT INC.

  
	
   

  	
  NEW RIVER ENERGETICS, INC.

  
	
   

  	
  THIOKOL TECHNOLOGIES INTERNATIONAL

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ann D. Davidson

  	
   

  
	
   

  	
   

  	
  Name: Ann D. Davidson

  
	
   

  	
   

  	
  Title: Vice President and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BNY MIDWEST
  TRUST

  COMPANY, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ D.G. Donovan

  	
   

  
	
   

  	
   

  	
  Name: D.G. Donovan

  
	
   

  	
   

  	
  Title: Assistant Vice President

  



 


95

















 


EXHIBIT
A


 


[FORM OF NOTE]


 


[Include only for Global
Notes:]


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE “DEPOSITARY”,
WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITORY FOR THE CERTIFICATES) TO ALLIANT
TECHSYSTEMS INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO.  OR IN SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREIN IS MADE
TO CEDE & CO.  OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]


 


[Include only for Notes
that are Restricted Securities]


 


[THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION.  NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, SUCH REGISTRATION.  THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT IT IS A
“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT (“RULE
144A”)); (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR
ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH
SECURITY, PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF
THIS SECURITY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
PROVISION), ONLY (A) TO ALLIANT TECHSYSTEMS INC. (THE “ISSUER”), (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER), (C) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, IN
COMPLIANCE WITH RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE


 


A-1

















 


ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM;
AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  THIS LEGEND WILL BE REMOVED UPON THE EARLIER
OF THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(B) ABOVE OR UPON ANY
TRANSFER OF THIS SECURITY UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION).]


 


THIS SECURITY IS SUBJECT
TO UNITED STATES FEDERAL INCOME TAX REGULATIONS GOVERNING CONTINGENT PAYMENT
DEBT INSTRUMENTS.  FOR PURPOSES OF
SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE ISSUE DATE OF
THIS SECURITY IS FEBRUARY 19, 2004 AND THE COMPARABLE YIELD OF THIS
SECURITY IS 6.125%, COMPOUNDED SEMI-ANNUALLY (WHICH WILL BE TREATED AS THE
YIELD TO MATURITY FOR UNITED STATES FEDERAL INCOME TAX PURPOSES).


 


THE ISSUER AGREES, AND BY
ACCEPTING A BENEFICIAL OWNERSHIP INTEREST IN THIS SECURITY EACH HOLDER AND ANY
BENEFICIAL OWNER OF THIS SECURITY WILL BE DEEMED TO HAVE AGREED, FOR UNITED
STATES FEDERAL INCOME TAX PURPOSES (1) TO TREAT THIS SECURITY AS A DEBT
INSTRUMENT THAT IS SUBJECT TO TREAS. REG. 
SEC. 1.1275-4 (THE “CONTINGENT PAYMENT REGULATIONS”), (2) TO TREAT THE
FAIR MARKET VALUE OF ANY COMMON STOCK RECEIVED UPON ANY CONVERSION OF THIS
SECURITY OR UPON A PURCHASE OF THIS SECURITY AT THE HOLDER’S OPTION AS A
CONTINGENT PAYMENT FOR PURPOSES OF THE CONTINGENT PAYMENT REGULATIONS, AND (3)
TO ACCRUE INTEREST WITH RESPECT TO THE SECURITY AS ORIGINAL ISSUE DISCOUNT FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES ACCORDING TO THE “NONCONTINGENT BOND
METHOD,” SET FORTH IN THE CONTINGENT PAYMENT REGULATIONS, AND TO BE BOUND BY
THE ISSUER’S DETERMINATION OF THE “COMPARABLE YIELD” AND “PROJECTED PAYMENT
SCHEDULE,” WITHIN THE MEANING OF THE CONTINGENT PAYMENT REGULATIONS, WITH
RESPECT TO THIS SECURITY.  THE ISSUER
AGREES TO PROVIDE PROMPTLY TO THE HOLDER OF THIS SECURITY, UPON WRITTEN
REQUEST, THE ISSUE PRICE, ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND
PROJECTED PAYMENT SCHEDULE.  ANY SUCH
WRITTEN REQUEST SHOULD BE SENT TO THE ISSUER AT THE FOLLOWING ADDRESS:  ALLIANT TECHSYSTEMS INC., 5050 LINCOLN
DRIVE, EDINA, MINNESOTA 55436, ATTENTION: 
CHIEF FINANCIAL OFFICER.


 


THE HOLDER OF THIS
SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT DATED
AS OF FEBRUARY 19, 2004 AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND
BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.


 


A-2

















 


ALLIANT TECHSYSTEMS INC.


 


2.75% CONVERTIBLE SENIOR SUBORDINATED NOTE
DUE 2024


 




	
   

  	
   

  	
  CUSIP:

  
	
   

  	
   

  	
   

  
	
  No. 1

  	
   

  	
  $                            

  






 


Alliant Techsystems Inc., a corporation duly organized and validly
existing under the laws of the State of Delaware (herein called the “Company”,
which term includes any successor corporation under the Indenture referred to
on the reverse hereof), for value received hereby promises to pay to CEDE &
CO. or its registered assigns, [the principal sum of
                          
DOLLARS] [the principal sum set forth on Schedule I hereto](1) on
February 15, 2024 at the office or agency of the Company maintained for
that purpose in accordance with the terms of the Indenture, in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest,
semiannually on February 15 and August 15 of each year, commencing
August 15, 2004, on said principal sum at said office or agency, in like
coin or currency, at the rate per annum of 2.75%, from the February 15 or
August 15, as the case may be, next preceding the date of this Note to
which interest has been paid or duly provided for, unless the date hereof is a
date to which interest has been paid or duly provided for, in which case from
the date of this Note, or unless no interest has been paid or duly provided for
on the Notes, in which case from February 19, 2004 until payment of said
principal sum has been made or duly provided for.  Notwithstanding the foregoing, if the date hereof is after any
February 1 or August 1, as the case may be, and before the following
February 15 or August 15, this Note shall bear interest from such
February 1 or August 1; provided that if the Company shall default in
the payment of interest due on such February 15 or August 15, then
this Note shall bear interest from the next preceding February 1 or
August 1 to which interest has been paid or duly provided for; and
provided  further
that if no interest has been paid or duly provided for on this Note, then this
Note shall bear interest from February 19, 2004.  Contingent Interest, if any, will accrue for any applicable
Interest Period and be payable to holders of this Note on the applicable
Interest Payment Date to the person in whose name this Note is registered on
the corresponding record date.  Except
as otherwise provided in the Indenture, the interest payable on the Note
pursuant to the Indenture on any February 15 or August 15 will be
paid to the Person entitled thereto as it appears in the Note Register at the
close of business on the Regular Record Date, which shall be the
February 1 or August 1 (whether or not a Business Day) next preceding
such February 15 or August 15, as provided in the Indenture; provided
that any such interest not punctually paid or duly provided for shall be
payable as provided in the Indenture. 
The Company shall pay interest (i) on any Notes in certificated form by
check mailed to the address of the Person entitled thereto as it appears in the
Note Register (or, upon written notice from the registered holder hereof, by
wire transfer in immediately available funds, if such Person is entitled to
interest on Notes with an aggregate


 












(1)                                  For
Global Notes only.


 


A-3

















 


principal amount in excess of $2,000,000) or (ii) on any Global Note by
wire transfer of immediately available funds to the account of the Depositary
or its nominee.


 


The Company promises to pay interest on overdue principal and (to the
extent that payment of such interest is enforceable under applicable law)
Interest at the rate of 2.75% per annum, compounded semi-annually.


 


Reference is made to the further provisions of this Note set forth on
the reverse hereof, including, without limitation, provisions giving the holder
of this Note the right to convert this Note into Common Stock of the Company on
the terms and subject to the limitations referred to on the reverse hereof and
as more fully specified in the Indenture. 
Under the circumstances described in the Indenture, the Company may
fulfill 100% of its Conversion Obligation or if the Indenture is amended
pursuant to Section 15.02(g) thereof, at least 100% of the principal
amount of this Note by delivering cash in lieu of Common Stock.  Such further provisions of the Indenture
shall for all purposes have the same effect as though fully set forth at this
place.


 


This Note shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
and governed by the laws of the State of New York.


 


This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.


 


A-4

















 


IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed.


 


	
   

  	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel J. Murphy, Jr.

  	
   

  
	
   

  	
   

  	
  Chief Executive Officer

  	
   

  



 


 


[Date of authentication]


 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


This is one of the Notes
described in the within-named Indenture.


 


	
  BNY
  MIDWEST TRUST COMPANY,

  as Trustee

  
	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ D.G. Donovan

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  , or

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  As Authenticating Agent

  (if different from Trustee)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


A-5

















 


FORM OF REVERSE OF NOTE


 


ALLIANT TECHSYSTEMS INC.


 


2.75% CONVERTIBLE SENIOR SUBORDINATED NOTE
DUE 2024


 


This Note is one of a duly authorized issue of Notes of the Company,
designated as its 2.75% Convertible Senior Subordinated Notes due 2024 (herein
called the “Notes”), limited in aggregate principal amount to
$280,000,000, issued and to be issued under and pursuant to an Indenture dated
as of February 19, 2004 (herein called the “Indenture”), among the
Company, the Subsidiary Guarantors and BNY Midwest Trust Company, as trustee
(herein called the “Trustee”), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company, the Subsidiary Guarantors and the
holders of the Notes.


 


In case an Event of Default shall have occurred and be continuing, the
principal of and accrued Interest on all Notes may be declared by either the
Trustee or the holders of not less than 25% in aggregate principal amount of
the Notes then outstanding, and upon said declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.


 


The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of at least a majority in aggregate
principal amount of the Notes at the time outstanding, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental indenture or
modifying in any manner the rights of the holders of the Notes; provided that
no such supplemental indenture shall (i) reduce the principal amount of or
change the Stated Maturity of any Note, (ii) reduce the rate or extend the time
of payment of Interest on this Note, (iii) reduce any amount payable on
redemption or repurchase of this Note (including upon the occurrence of a
Fundamental Change) or change the time at which or the circumstances under
which this Note may or shall be redeemed or repurchased (subject to the
immediately succeeding sentence), (iv) impair the right of any Noteholder to
institute suit for the payment on this Note, (v) make the principal or Interest
of this Note payable in any coin or currency other than that provided in this
Note, (vi) impair the right to convert this Note into Common Stock subject to
the terms set forth in the Indenture, (vii) reduce the number of shares of
Common Stock or other property receivable upon conversion, (viii) modify any of
the provisions of Section 11.02 or Section 7.05 of the Indenture,
except to increase any such percentage or to provide that certain other provisions
of the Indenture cannot be modified or waived without the consent of the holder
of each Note so affected, (ix) change any obligation of the Company to maintain
an office or agency in the places and for the purposes set forth in
Section 5.02 of the Indenture, (x) reduce the quorum or voting
requirements set forth in Article 10 of the Indenture, (xi) make any
change in Article 16 or Article 18 of the Indenture that adversely
affects the rights of any Noteholder under Article 16 or Article 18
of the Indenture, (xii) modify the Subsidiary Guarantees in any manner adverse
to the Noteholders or (xiii) reduce the aforesaid percentage of Notes, the
holders of which are required to consent to any such supplemental indenture,
without the consent of the holders of all Notes then outstanding.  Notwithstanding the immediately preceding
sentence, the Company and the Trustee, with the consent of the holders of at
least a majority in aggregate


 


A-6

















 


principal amount of the Notes at the time outstanding, may waive or
modify Section 3.05 of the Indenture relative to the Company’s obligation
to make an offer to repurchase the Notes as a result of a Fundamental Change
(other than reducing the Fundamental Change Repurchase Price which can only be
modified with the consent of the holders of all Notes then outstanding).  Subject to the provisions of the Indenture,
the holders of a majority in aggregate principal amount of the Notes at the
time outstanding may on behalf of the holders of all of the Notes waive any
past default or Event of Default under the Indenture and its consequences
except (A) a default in the payment of Interest on or the principal of any of
the Notes, (B) a failure by the Company to convert any Notes into Common Stock
of the Company, (C) a default in the payment of the Redemption Price pursuant
to Article 3 of the Indenture, (D) a default in the payment of the Company
Repurchase Price or Fundamental Change Repurchase Price pursuant to
Article 3 of the Indenture, or (E) a default in respect of a covenant or
provisions of the Indenture which under Article 11 of the Indenture cannot
be modified or amended without the consent of the holders of each or all Notes
then outstanding or affected thereby. 
Any such consent or waiver by the holder of this Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such holder and
upon all future holders and owners of this Note and any Notes which may be
issued in exchange or substitution hereof, irrespective of whether or not any
notation thereof is made upon this Note or such other Notes.


 


No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and Interest on this Note
at the place, at the respective times, at the rate and in the coin or currency
herein prescribed.


 


Interest on the Notes shall be computed on the basis of a 360-day year
of twelve 30-day months.


 


The Notes are issuable in fully registered form, without coupons, in
denominations of $1,000 principal amount and any multiple of $1,000.  At the office or agency of the Company
referred to on the face hereof, and in the manner and subject to the
limitations provided in the Indenture, without payment of any service charge
but with payment of a sum sufficient to cover any tax, assessment or other
governmental charge that may be imposed in connection with any registration or
exchange of Notes, Notes may be exchanged for a like aggregate principal amount
of Notes of any other authorized denominations.


 


At any time on or after August 20, 2009 and prior to maturity, the
Notes may be redeemed at the option of the Company, in whole or in part, in
cash upon mailing a notice of such redemption not less than 30 days but not
more than 60 days before the Redemption Date to the holders of Notes at their
last registered addresses, all as provided in the Indenture, at a Redemption
Price equal to 100% of the principal amount of notes being redeemed plus
accrued and unpaid Interest to, but excluding, the Redemption Date; provided
that if the Redemption Date is a August 15 or February 15, then the
Interest payable on such date shall be paid to the holder of record on the
preceding August 1 or February 1, respectively.


 


In no event will any Note be redeemable at the option of the Company
before August 20, 2009.


 


A-7

















 


The Company may not give notice of any redemption of the Notes if a
default in the payment of Interest on the Notes has occurred and is continuing.


 


The Notes are not subject to redemption through the operation of any
sinking fund.


 


If a Fundamental Change occurs at any time prior to maturity of the
Notes, this Note will be redeemable in cash on a Fundamental Change Repurchase
Date, specified by the Company, which shall be no earlier than 30 days nor
later than 60 days after the date of the Fundamental Change Offer, at the
option of the holder of this Note at a Fundamental Change Repurchase Price
equal to 100% of the principal amount thereof, together with accrued Interest
to (but excluding) the Fundamental Change Repurchase Date; provided that if
such Fundamental Change Repurchase Date falls after a record date and on or
prior to the corresponding Interest Payment Date, the Interest payable on such
Interest Payment Date shall be paid to the holder of record of this Note on the
preceding August 1 or February 1, respectively.  The Notes will be redeemable in multiples of
$1,000 principal amount.  In the event
that at the time of such Fundamental Change the terms of the Bank Indebtedness
restrict or prohibit the repurchase of Notes upon a Fundamental Change, then
prior to the mailing of the notice to holders provided for below but in any
event within 45 days following any Fundamental Change, the Company shall
(i) repay in full all Bank Indebtedness or, if doing so will allow the
repurchase of Notes, offer to repay in full all Bank Indebtedness and repay the
Bank Indebtedness of each lender who has accepted such offer or
(ii) obtain the requisite consent under the agreements governing the Bank
Indebtedness to permit the repurchase of the Notes as provided for in
Section 3.05 of the Indenture.  The
Company shall mail to all holders of record of the Notes a notice of the
occurrence of a Fundamental Change and of the repurchase right arising as a
result thereof on or before the 45th day after the occurrence of such
Fundamental Change.  For a Note to be so
repurchased at the option of the holder, the Company must receive at the office
or agency of the Company maintained for that purpose in accordance with the
terms of the Indenture, such Note with the form entitled “Form of Fundamental
Change Repurchase Election” on the reverse thereof duly completed, together
with such Note, duly endorsed for transfer, before the close of business on the
Business Day immediately preceding the Fundamental Change Repurchase Date.
Notwithstanding the foregoing provisions of this paragraph, the Company shall
not be required to make a Fundamental Change Offer upon a Fundamental Change if
a third party makes the Fundamental Change Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in
Section 3.05(b) of the Indenture applicable to a Fundamental Change Offer
made by the Company and purchases all Notes validly tendered and not withdrawn
under such Fundamental Change Offer.


 


Subject to the terms and conditions of the Indenture, the Company shall
become obligated to repurchase, at the option of the holder, all or any portion
of the Notes held by such holder on August 15, 2009, February 15,
2014 and February 15, 2019 in integral multiples of $1,000 at a Company
Repurchase Price of 100% of the principal amount, plus any accrued and unpaid
Interest on such Note to but excluding the Company Repurchase Date.  To exercise such right, a holder shall
deliver to the Company such Note with the form entitled “Form of Company
Repurchase Election” on the reverse thereof duly completed, together with the
Note, duly endorsed for transfer, at any time from the opening of business on
the date that is 20 Business Days prior to such Company Repurchase Date until
the close of business on the Business Day


 


A-8

















 


immediately preceding the Company Repurchase Date, and shall deliver
the Notes to the Trustee (or other Paying Agent appointed by the Company) as
set forth in the Indenture.


 


The Company Repurchase Price shall be paid in cash.


 


Holders have the right to withdraw any Repurchase Election by
delivering to the Trustee (or other Paying Agent appointed by the Company) a
written notice of withdrawal up to the close of business on the Business Day
immediately preceding the Repurchase Date, all as provided in the Indenture.


 


If cash sufficient to pay the Repurchase Price with respect to all
Notes or portions thereof to be repurchased as of any Repurchase Date is
deposited with the Trustee (or other Paying Agent appointed by the Company),
then on the Business Day following such Repurchase Date, Interest will cease to
accrue on such Notes (or portions thereof), and the holder thereof shall have
no other rights as such other than the right to receive the Repurchase Price
upon surrender of such Note.


 


Subject to the occurrence of certain events and in compliance with the
provisions of the Indenture, prior to the Stated Maturity of the Notes, the
holder hereof has the right, at its option, to convert each $1,000 principal
amount of the Notes into 12.5843 shares of the Company’s Common Stock (a
Conversion Price of $79.46 per share), as such shares shall be constituted at
the date of conversion and subject to adjustment from time to time as provided
in the Indenture, upon surrender of this Note with the form entitled “Form of
Conversion Notice” on the reverse hereof duly completed, to the Company at the
office or agency of the Company maintained for that purpose in accordance with
the terms of the Indenture, or at the option of such holder, the Corporate
Trust Office, and, unless the shares issuable on conversion are to be issued in
the same name as this Note, duly endorsed by, or accompanied by instruments of
transfer in form satisfactory to the Company duly executed by, the holder or by
his duly authorized attorney.  The
Company will notify the holder thereof of any event triggering the right to
convert the Notes as specified above in accordance with the Indenture.


 


If the Company (i) is a party to a consolidation, merger, statutory
share exchange or combination, (ii) reclassifies the Common Stock, or (iii)
sells or conveys its properties and assets substantially as an entirety to any
Person, the right to convert a Note into shares of Common Stock may be changed
into a right to convert it into securities, cash or other assets of the Company
or such other Person, in each case in accordance with the Indenture.


 


No adjustment in respect of Interest on any Note converted or dividends
on any shares issued upon conversion of such Note will be made upon any conversion
except as set forth in the next sentence. 
If this Note (or portion hereof) is surrendered for conversion during
the period from the close of business on any record date for the payment of
Interest to the close of business on the Business Day preceding the following
Interest Payment Date and has not been called for redemption by the Company on
a Redemption Date that occurs during such period, this Note (or portion hereof
being converted) must be accompanied by payment, in immediately available funds
or other funds acceptable to the Company, of an amount equal to the Interest
otherwise payable on such Interest Payment Date on the principal amount being
converted; provided that no such payment shall be required (1) if the Company
has specified a Redemption Date or a


 


A-9

















 


Fundamental Change Repurchase Date that is after a record date and
prior to the next Interest Payment Date or (2) to the extent of any overdue
Interest, if any overdue Interest exists at the time of conversion with respect
to such Note.


 


No fractional shares will be issued upon any conversion, but an
adjustment and payment in cash will be made, as provided in the Indenture, in
respect of any fraction of a share which would otherwise be issuable upon the
surrender of any Note or Notes for conversion.


 


A Note in respect of which a holder is exercising its right to require
repurchase upon a Fundamental Change or repurchase on a Repurchase Date may be
converted only if such holder withdraws its election to exercise such right in
accordance with the terms of the Indenture.


 


Any Notes called for redemption, unless surrendered for conversion by
the holders thereof on or before the close of business on the second Business
Day preceding the Redemption Date, may be deemed to be redeemed from the
holders of such Notes for an amount equal to the applicable Redemption Price,
together with accrued but unpaid Interest to, but excluding, the Redemption
Date, by one or more investment banks or other purchasers who may agree with
the Company (i) to purchase such Notes from the holders thereof and convert
them into shares of the Company’s Common Stock and (ii) to make payment for
such Notes as aforesaid to the Trustee in trust for the holders.


 


To the extent provided in the Indenture, the Notes are subordinated to
Senior Indebtedness, as defined in the Indenture, and pari  passu
with all other Senior Subordinated Indebtedness, as defined in the Indenture,
of the Company.  To the extent provided
in the Indenture, Senior Indebtedness must be paid before the Notes may be
paid.  The Company agrees, and each
Noteholder by accepting a Note agrees, to the subordination provisions
contained in the Indenture and authorizes the Trustee to give it effect and
appoints the Trustee as attorney-in-fact for such purpose.


 


Upon due presentment for registration of transfer of this Note at the
office or agency of the Company maintained for that purpose in accordance with
the terms of the Indenture, a new Note or Notes of authorized denominations for
an equal aggregate principal amount will be issued to the transferee in
exchange thereof, subject to the limitations provided in the Indenture, without
charge except for any tax, assessment or other governmental charge imposed in
connection therewith.


 


The Company, the Trustee, any authenticating agent, any Paying Agent,
any Conversion Agent and any Note Registrar may deem and treat the registered
holder hereof as the absolute owner of this Note (whether or not this Note
shall be overdue and notwithstanding any notation of ownership or other writing
hereon made by anyone other than the Company or any Note Registrar) for the
purpose of receiving payment hereof, or on account hereof, for the conversion
hereof and for all other purposes, and neither the Company nor the Trustee nor
any other authenticating agent nor any Paying Agent nor other Conversion Agent
nor any Note Registrar shall be affected by any notice to the contrary.  All payments made to or upon the order of
such registered holder shall, to the extent of the sum or sums paid, satisfy
and discharge liability for monies payable on this Note.


 


A-10

















 


No recourse for the payment of the principal of or Interest on this
Note, or for any claim based hereon or otherwise in respect hereof, and no
recourse under or upon any obligation, covenant or agreement of the Company in
the Indenture or any supplemental indenture or in any Note, or because of the
creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, agent, officer or director or subsidiary,
as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability
being, by acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.


 


The Company agrees, and by acceptance of a Note, each beneficial holder
of a Note will be deemed to have agreed to treat the Notes as indebtedness of
the Company for U.S. federal income tax purposes that are subject to the
regulations governing contingent payment debt instruments and to be bound (in
the absence of an administrative determination or judicial ruling to the
contrary) by the Company’s determination of the comparable yield and projected
payment schedule within the meaning of the regulations governing
contingent payment debt instruments.  A
holder of Notes may obtain the issue price, issue date, yield to maturity,
comparable yield and projected payment schedule for the Notes, determined
by the Company pursuant to Treas.  Reg.
Sec. 1.1275-4, by submitting a written request for it to the Company at the
following address:  Alliant Techsystems
Inc., 5050 Lincoln Drive, Edina, Minnesota 55436, Attention: Chief Financial
Officer.


 


Terms used in this Note and defined in the Indenture are used herein as
therein defined.


 


A-11

















 


ABBREVIATIONS


 


The following abbreviations, when used in the inscription of the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations.


 


	
  TEN COM -

  	
   

  	
  as tenants
  in common

  	
   

  	
  UNIF GIFT
  MIN ACT       Custodian
        

  
	
  TEN ENT -

  	
   

  	
  as tenant by
  the entireties

  	
   

  	
  (Cust)        (Minor)

  
	
  JT TEN -

  	
   

  	
  as joint
  tenants with right of survivorship

  	
   

  	
  under
  Uniform Gifts to Minors Act

  
	
   

  	
   

  	
  and not as
  tenants in common

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (State)

  	
   

  



 


Additional abbreviations may also be used though not in the above list.


 


A-12

















 


FORM OF


 


CONVERSION NOTICE


 


TO:                            ALLIANT
TECHSYSTEMS INC.


BNY MIDWEST TRUST COMPANY


 


The undersigned registered owner of this Note hereby irrevocably
exercises the option to convert this Note, or the portion thereof (which is
$1,000 or a multiple thereof) below designated, into shares of Common Stock of
Alliant Techsystems Inc. in accordance with the terms of the Indenture referred
to in this Note, and directs that the shares issuable and deliverable upon such
conversion, together with any check in payment for fractional shares and any
Notes representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below.  Capitalized terms used
herein but not defined shall have the meanings ascribed to such terms in the
Indenture.  If shares or any portion of this
Note not converted are to be issued in the name of a person other than the
undersigned, the undersigned will provide the appropriate information below and
pay all transfer taxes payable with respect thereto.  Any amount required to be paid by the undersigned on account of
Interest, if any, accompanies this Note.


 


	
  Dated:

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature(s)

  
					



 


A-13

















 


	
   

  	
  Signature(s) must be guaranteed by an “eligible
  guarantor institution” meeting the requirements of the Note
  Registrar, which requirements include membership or participation in the
  Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
  guarantee program” as may be determined by the Note Registrar in
  addition to, or in substitution for, STAMP, all in accordance with the
  Securities Exchange Act of 1934, as amended.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature Guarantee

  



 


Fill in the registration of shares of Common Stock if to be issued, and
Notes if to be delivered, other than to and in the name of the registered
holder:


 


	
   

  	
   

  
	
  (Name)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Street Address)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (City, State and Zip
  Code)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Please print name and
  address

  	
   

  
	
   

  	
   

  
	
  Principal amount to be
  converted

  (if less than all):

  
	
   

  	
   

  
	
  $

  	
   

  
	
   

  	
   

  
	
  Social Security or
  Other Taxpayer

  Identification Number:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


A-14

















 


FORM
OF

FUNDAMENTAL CHANGE REPURCHASE ELECTION


 


TO:                            ALLIANT
TECHSYSTEMS INC.


 


BNY MIDWEST TRUST COMPANY


 


The undersigned registered owner of this Note hereby irrevocably
acknowledges receipt of a notice from Alliant Techsystems Inc. (the “Company”)
as to the occurrence of a Fundamental Change with respect to the Company and
requests and instructs the Company to repurchase the entire principal amount of
this Note, or the portion thereof (which is $1,000 or a multiple thereof) below
designated, in accordance with the terms of the Indenture referred to in this
Note at the price of 100% of such entire principal amount or portion thereof,
together with accrued Interest to, but excluding, the Fundamental Change
Repurchase Date, to the registered holder hereof.  Capitalized terms used herein but not defined shall have the
meanings ascribed to such terms in the Indenture.


 


	
  Dated:

  	
   

  	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature(s)

  
					



 


A-15

















 


NOTICE:  The above signatures of the holder(s) hereof
must correspond with the name as written upon the face of the Note in every
particular without alteration or enlargement or any change whatever.


 


Note Certificate Number
(if applicable):


 


Principal amount to be
repurchased (if less than all):


 


Social Security or Other
Taxpayer Identification Number:


 


A-16

















 


FORM
OF

COMPANY REPURCHASE ELECTION


 


TO:                            ALLIANT
TECHSYSTEMS INC.


 


BNY MIDWEST TRUST COMPANY


 


The undersigned registered owner of this Note hereby irrevocably
acknowledges receipt of a notice from Alliant Techsystems Inc. (the “Company”)
regarding the right of holders to elect to require the Company to repurchase
the Notes and requests and instructs the Company to repay the entire principal
amount of this Note, or the portion thereof (which is $1,000 or an integral
multiple thereof) below designated, in accordance with the terms of the
Indenture at the price of 100% of such entire principal amount or portion
thereof, together with accrued Interest to, but excluding, the Company
Repurchase Date, to the registered holder hereof.  Capitalized terms used herein but not defined shall have the
meanings ascribed to such terms in the Indenture.  The Notes shall be repurchased by the Company as of the Company
Repurchase Date pursuant to the terms and conditions specified in the
Indenture.


 


	
  Dated:

  	
   

  	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature(s)

  
					



 


A-17

















 


NOTICE:  The above signatures of the holder(s) hereof
must correspond with the name as written upon the face of the Note in every
particular without alteration or enlargement or any change whatever.


 


Note Certificate Number
(if applicable):


 


Principal amount to be
repurchased (if less than all):


 


Social Security or Other
Taxpayer Identification Number:


 


A-18

















 


ASSIGNMENT


 


For value received
                                           
hereby sell(s) assign(s) and transfer(s) unto                                            
(Please insert social security or other Taxpayer Identification Number of
assignee) the within Note, and hereby irrevocably constitutes and appoints
attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.


 


In connection with any transfer of the Note prior to the expiration of
the holding period applicable to sales thereof under Rule 144(k) under the
Securities Act (or any successor provision) (other than any transfer pursuant
to a registration statement that has been declared effective under the
Securities Act or is a subsequent transfer of a Note so transferred), the
undersigned confirms that such Note is being transferred:


 


To Alliant Techsystems
Inc. or a subsidiary thereof; or


 


To a “qualified
institutional buyer” in compliance with Rule 144A under the
Securities Act of 1933, as amended; or


 


Pursuant to and in
compliance with Rule 144 under the Securities Act of 1933, as amended; or


 


Pursuant to a
Registration Statement which has been declared effective under the Securities
Act of 1933, as amended, and which continues to be effective at the time of
transfer;


 


and unless the Note has
been transferred to Alliant Techsystems Inc. or a subsidiary thereof, the
undersigned confirms that such Note is not being transferred to an “affiliate”
of the Company as defined in Rule 144 under the Securities Act of 1933, as
amended.


 


Unless one of the boxes is checked, the Trustee will refuse to register
any of the Notes evidenced by this certificate in the name of any person other
than the registered holder thereof.


 


	
  Dated:

  	
   

  	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature(s)

  
					



 


A-19

















 


	
   

  	
  Signature(s) must be guaranteed by an “eligible
  guarantor institution” meeting the requirements of the Note
  Registrar, which requirements include membership or participation in the
  Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
  guarantee program” as may be determined by the Note Registrar in
  addition to, or in substitution for, STAMP, all in accordance with the
  Securities Exchange Act of 1934, as amended.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature Guarantee

  



 


NOTICE:  The signature on the
Conversion Notice, the Fundamental Change Repurchase Election, the Company
Repurchase Election or the Assignment must correspond with the name as written
upon the face of the Note in every particular without alteration or enlargement
or any change whatever.


 


A-20

















 


Schedule I


 


[Include Schedule I
only for a Global Note]


 


ALLIANT TECHSYSTEMS INC.

2.75% Convertible Senior Subordinated Note due 2024


 


No.
                       


 


	
  Date

  	
   

  	
  Principal
  Amount

  	
   

  	
  Notation
  Explaining Principal Amount

  Recorded

  	
   

  	
  Authorized

  Signature of trustee

  or Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-21

















 


EXHIBIT B


 


[FORM OF
SUBSIDIARY GUARANTEE]


 


SUBSIDIARY
GUARANTEE


 


For value received, the undersigned Subsidiary Guarantor (as defined in
the Indenture dated as of February 19, 2004 (the “Indenture”) among Alliant
Techsystems Inc. (the “Company”), the Subsidiary Guarantors party
thereto and BNY Midwest Trust Company, in connection with the issuance of
$280,000,000 aggregate principal amount of the Company’s 2.75% Convertible
Senior Subordinated Notes due 2024 (the “Notes”); the term “Subsidiary Guarantor” as used
herein shall include any successor person thereto under the Indenture), upon
the terms and subject to the conditions set forth in the Indenture, hereby
irrevocably and unconditionally guarantees, as a primary obligor and not merely
as a surety, to each Noteholder and to the Trustee and its successors and
assigns (i) the full and punctual payment when due, whether at Stated
Maturity, by acceleration, by redemption, repurchase or otherwise, of all
obligations of the Company under the Indenture (including obligations to the
Trustee) and the Notes, whether for payment of principal of, Interest on, in
respect of the Notes and all other monetary obligations of the Company under
the Indenture and the Notes and (ii) the full and punctual performance
within applicable grace periods of all other obligations of the Company whether
for fees, expenses, indemnification or otherwise under the Indenture and the
Notes (all the foregoing being hereinafter collectively called the “Guaranteed
Obligations”) in accordance with the terms of the Indenture.  The undersigned Subsidiary Guarantor further
agrees that the Guaranteed Obligations may be extended or renewed, in whole or
in part, without notice or further assent from the undersigned Subsidiary
Guarantor, and that the undersigned Subsidiary Guarantor shall remain bound
under Article 17 of the Indenture and hereunder notwithstanding any
extension or renewal of any Guaranteed Obligation.


 


The obligations of the undersigned Subsidiary Guarantor to the Holders
of the Notes and to the Trustee pursuant to this Subsidiary Guarantee and in
the Indenture are expressly set forth in the Indenture and reference is hereby
made to the Indenture for the precise terms of the Subsidiary Guarantee and all
of the other provisions of the Indenture to which this Subsidiary Guarantee
relates.


 


No stockholder, officer, director, employee or incorporator, as such,
past, present or future, of the Subsidiary Guarantor shall have any liability
under the Subsidiary Guarantee by reason of his or its status as such
stockholder, officer, director, employee or incorporator.


 


The Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Notes shall have been
executed by the Trustee under the Indenture by the manual signature of one of
its authorized signatories.


 


The undersigned Subsidiary Guarantor agrees, and each Noteholder by
accepting a Note agrees, that the obligations of the undersigned Subsidiary
Guarantor are subordinated in right of payment, to the extent and in the manner
provided in Article 18 of the Indenture, to the prior payment in full of
all Senior Indebtedness of the undersigned Subsidiary Guarantor and that the
subordination is for the benefit of and enforceable by the holders of such
Senior Indebtedness of


 


B-1

















 


the undersigned Subsidiary Guarantor. 
The obligations under the Indenture and hereunder with respect to the
undersigned Subsidiary Guarantor shall in all respects rank pari  passu
with all other Senior Subordinated Indebtedness of the undersigned Subsidiary
Guarantor and shall rank senior to all existing and future Subordinated
Obligations of the undersigned Subsidiary Guarantor; and only Indebtedness of
the undersigned Subsidiary Guarantor that is Senior Indebtedness of the
undersigned Subsidiary Guarantor shall rank senior to the obligations of the
undersigned Subsidiary Guarantor under this Subsidiary Guarantee in accordance
with the provisions set forth in the Indenture.  The undersigned Subsidiary Guarantor authorizes, and each
Noteholder by accepting this Subsidiary Guarantee authorizes, the Trustee to
give effect to the subordination provisions hereunder and contained in the
Indenture and appoints the Trustee as attorney-in-fact for such purpose.


 


Notwithstanding any other provision of this Subsidiary Guarantee, the
undersigned Subsidiary Guarantor shall be released from this Subsidiary
Guarantee if it ceases to be a Subsidiary Guarantor in accordance with the
provisions of Section 17.01 of the Indenture.


 


All terms used in this Subsidiary Guarantee shall have the meanings
assigned to them in the Indenture.


 


This Subsidiary Guarantee shall not be valid or obligatory for any
purpose until delivered to the Trustee.


 


This Subsidiary Guarantee shall be deemed to be a contract made under
the laws of the State of New York, and for all purposes shall be construed in
accordance with and governed by the laws of the State of New York.


 


B-2

















 


IN WITNESS WHEREOF, the Subsidiary Guarantor has caused this Subsidiary
Guarantee to be duly executed.


 


	
   

  	
  [                ]

  
	
   

  	
  As Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  [Officer]

  



 


B-3

















 


SCHEDULE I


 


Subsidiary Guarantors


 


	
  1.

  	
   

  	
  Alliant International Holdings Inc., a Minnesota corporation

  
	
  2.

  	
   

  	
  Alliant Holdings LLC, a Delaware limited liability company

  
	
  3.

  	
   

  	
  ATK Logistics and Technical Services LLC, a Delaware limited
  liability company

  
	
  4.

  	
   

  	
  Alliant Propulsion and Composites LLC, a Delaware limited liability
  company

  
	
  5.

  	
   

  	
  ATK Aerospace Company Inc., a Delaware corporation

  
	
  6.

  	
   

  	
  Thiokol Technologies International Inc., a Delaware corporation

  
	
  7.

  	
   

  	
  Alliant Southern Composites Company LLC, a Delaware limited liability
  company

  
	
  8.

  	
   

  	
  Composite Optics, Incorporated, a California corporation

  
	
  9.

  	
   

  	
  ATK Ammunition and Related Products LLC, a Delaware limited liability
  company

  
	
  10.

  	
   

  	
  Alliant Ammunition and Powder Company LLC, a Delaware limited
  liability company

  
	
  11.

  	
   

  	
  New River Energetics, Inc., a Delaware corporation

  
	
  12.

  	
   

  	
  Alliant Ammunition Systems Company LLC, a Delaware limited liability
  company

  
	
  13.

  	
   

  	
  Alliant Lake City Small Caliber Ammunition Company LLC, a Delaware
  limited liability company

  
	
  14.

  	
   

  	
  ATK Commercial Ammunition Company, a Delaware corporation

  
	
  15.

  	
   

  	
  ATK International Sales Inc., a Delaware corporation

  
	
  16.

  	
   

  	
  Federal Cartridge Company, a Minnesota corporation

  
	
  17.

  	
   

  	
  Ammunition Accessories Inc., a Delaware corporation

  
	
  18.

  	
   

  	
  ATK Precision Systems LLC, a Delaware limited liability company

  
	
  19.

  	
   

  	
  ATK Missile Systems Company LLC, a Delaware limited liability company

  
	
  20.

  	
   

  	
  ATK Elkton LLC, a Delaware limited liability company

  
	
  21.

  	
   

  	
  GASL, Inc., New York corporation

  
	
  22.

  	
   

  	
  Micro Craft Inc., a Tennessee corporation

  
	
  23.

  	
   

  	
  ATK Ordnance and Ground Systems LLC, a Delaware limited liability
  company

  
	
  24.

  	
   

  	
  ATK Tactical Systems Company LLC, a Delaware limited liability
  company