Exhibit 4.4


 


Execution Copy


 


BANC OF AMERICA
SECURITIES LLC


CREDIT
LYONNAIS SECURITIES (USA) INC.


BNY CAPITAL MARKETS,
INC.


NATCITY INVESTMENTS,
INC.


 


 


ALLIANT
TECHSYSTEMS INC.


 


2.75%
Convertible Senior Subordinated Notes due 2024


 


Registration
Rights Agreement


 


Dated
as of February 19, 2004


 

















 


REGISTRATION RIGHTS AGREEMENT, dated as of February 19, 2004,
among Alliant Techsystems Inc., a Delaware corporation (together with any
successor entity, herein referred to as the “Company”),
the Company’s subsidiaries signatory hereto (together with any successor
entity, herein referred to as the “Subsidiary
Guarantors”), Banc of America Securities LLC, Credit Lyonnais
Securities (USA) Inc., BNY Capital Markets, Inc. and NatCity Investments, Inc.,
in their capacity as initial purchasers (the “Initial
Purchasers”) under the Purchase Agreement (as defined below).


 


Pursuant to the Purchase Agreement, dated February 12, 2004 (the “Purchase Agreement”), among the Company,
the Subsidiary Guarantors and the Initial Purchasers, the Initial Purchasers
have agreed to purchase from the Company $280,000,000 in aggregate principal
amount of the Company’s 2.75% Convertible Senior Subordinated Notes due 2024
(the “Notes”) to be jointly and
severally guaranteed on an unsecured, senior subordinated basis by the
Subsidiary Guarantors.  The Notes will
be convertible, on the terms, and subject to the conditions, set forth in the
Indenture (as defined herein), into fully paid, nonassessable shares of common
stock, par value $0.01 per share, of the Company together with the rights
evidenced by such Common Stock to the extent provided in the Rights Agreement
dated as of May 7, 2002 between the Company and LaSalle Bank National
Association, as rights agent (collectively, the “Common Stock”).  To
induce the Initial Purchasers to purchase the Notes, the Company and the
Subsidiary Guarantors have agreed to provide the registration rights set forth
in this Agreement pursuant to Section 5(h) of the Purchase Agreement.


 


The parties hereby agree as follows:


 


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


 


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


 


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


 


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


 

















 


 “Agreement”:  This
Resale Registration Rights Agreement.


 


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


 


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


 


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


 


“Commission”:  Securities and Exchange Commission.


 


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


 


“Company”:  As defined in the preamble hereto.


 


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


 


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


 


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


 


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


 


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


 


“Indenture”:  The Indenture, dated as of February 19,
2004 among the Company, the Subsidiary Guarantors and BNY Midwest Trust
Company, as trustee (the “Trustee”), pursuant to which the Notes are to be
issued, as such Indenture is amended, modified or supplemented from time to
time in accordance with the terms thereof.


 


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


 


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


 


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


 

















 


“Notes”:  As defined in the preamble hereto.


 


 “Notice and Questionnaire”: A
written notice executed by the respective Holder and delivered to the Company
containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex A to the Offering
Memorandum of the Company issued February 12, 2004 relating to the Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2.                                       Shelf
Registration.


 


(a)                                  The
Company and the Subsidiary Guarantors shall:


 


(i)                                     not
later than 130 days after the date hereof (the “Shelf Filing Deadline”), cause to be filed a registration
statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”), which Shelf
Registration Statement shall provide for resales of all Transfer Restricted
Securities held


 

















 


by Holders that have provided
the information required pursuant to the terms of Section 2(b) hereof;


 


(ii)                                  use
reasonable efforts to cause the Shelf Registration Statement to be declared
effective by the Commission not later than 210 days after the date hereof (the
“Effectiveness Target Date”); and


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


(e)                                  Each
Holder agrees that if such Holder wishes to sell Transfer Restricted Securities
pursuant to a Shelf Registration Statement and related Prospectus, it will do
so only in accordance with this Section 2(e) and Section 4(b).  Each Holder wishing to sell Transfer
Restricted Securities pursuant to a Shelf Registration Statement and related
Prospectus agrees to deliver a Notice and Questionnaire to the Company at least
three (3) Business Days prior to any intended distribution of Transfer
Restricted Securities under the Shelf Registration Statement.  From and after the date the Shelf
Registration Statement is declared effective the Company and the Subsidiary
Guarantors shall, as promptly as practicable after the date a Notice and
Questionnaire is delivered, and in any event upon the later of (x) fifteen (15)
calendar days after such date (but no earlier than fifteen (15) calendar days
after effectiveness) or (y) fifteen (15) calendar days after the expiration of
any Suspension Period in effect when the Notice and Questionnaire is delivered
or put into effect within


 

















 


fifteen (15) calendar days of
such delivery date or, if the Company and the Subsidiary Guarantors are
required to file with the Commission a new Shelf Registration Statement, within
thirty (30) calendar days after the date a Notice and Questionnaire is
delivered:


 


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


 


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


 


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


 


provided that if such Notice and Questionnaire
is delivered during a Suspension Period, the Company shall so inform the Holder
delivering such Notice and Questionnaire and shall take the actions set forth
in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period
in accordance with Section 4(b). 
Notwithstanding anything contained herein to the contrary, (i) neither
the Company nor any of the Subsidiary Guarantors shall be under any obligation
to name any Holder that is not a Notice Holder as a selling securityholder in
any Registration Statement or related Prospectus and (ii) the Amendment
Effectiveness Deadline Date shall be extended by up to fifteen (15) calendar
days from the expiration of a Suspension Period (and neither the Company nor
any of the Subsidiary Guarantors shall incur any obligation to pay Additional
Amounts


 

















 


during such extension) if such Suspension Period shall be in effect on
the Amendment Effectiveness Deadline Date.


 


3.                                       Additional
Amounts.


 


(a)                                  If:


 


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


 


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


 


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


 


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


 


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


 


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


 


(each such event referred to in foregoing clauses (i) through (vi), a “Registration Default”), the Company and the
Subsidiary Guarantors hereby, jointly and severally, agree to pay interest (“Additional Amounts”) with respect to the
Transfer Restricted Securities as provided herein from and including the day
following the Registration Default to but excluding the earlier of (1) the day
on


 

















 


which the Registration Default has been cured and (2) the date the
Shelf Registration Statement is no longer required to be kept effective as set
out below:


 


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


 


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


 


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


 


Notwithstanding the provisions in this Section 3(a),
if any Additional Amounts are payable as a result of the Company’s and the
Subsidiary Guarantors’ failure to add the name of a Holder as an additional
selling securityholder in the Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus
to purchasers of the Transfer Restricted Securities in accordance with
applicable law and if such failure shall have not resulted in a Registration
Default with respect to the other Holders, only such Holder shall be entitled
to receive such Additional Amounts.


 

















 


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


 


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


 


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


 


4.                                       Registration
Procedures.


 


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


 


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


 


(i)                                     Subject
to any notice by the Company or any of the Subsidiary Guarantors in accordance
with this Section 4(b) of the existence of any fact or event of the kind
described in Section 4(b)(iii)(D), use reasonable efforts to keep the
Shelf Registration Statement continuously effective during the Effectiveness
Period; upon the occurrence of any event that would cause the Shelf
Registration Statement or the Prospectus contained therein (A) to contain an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the


 

















 


statements therein not
misleading or (B) not to be effective and usable for resale of Transfer
Restricted Securities during the Effectiveness Period, the Company and the
Subsidiary Guarantors shall file promptly an appropriate amendment to the Shelf
Registration Statement, a supplement to the Prospectus or a report filed with
the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act, in the case of clause (A), correcting any such misstatement or
omission, and, in the case of either clause (A) or (B), use reasonable efforts
to cause such amendment to be declared effective and the Shelf Registration
Statement and the related Prospectus to become usable for their intended
purposes as soon as practicable thereafter. 
Notwithstanding the foregoing, the Company may suspend the effectiveness
of the Shelf Registration Statement by written notice to the Holders for a
period not to exceed an aggregate of 45 days in any 90-day period (each such
period, a “Suspension Period”) if:


 


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


 


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


 


provided
that, the Suspension Periods shall not exceed an aggregate of 120 days in any
360-day period. The Company shall not be required to specify in the written
notice to the Holders the nature of the event giving rise to the Suspension
Period.  Each Holder agrees, by
acquisition of a Transfer Restricted Security, to hold any communication by the
Company and the Subsidiary Guarantors in response to a notice of proposed sale
in confidence.  No Additional Amounts
shall be payable or accrue during any Suspension Period permitted under this
Section 4(b)(i).


 


(ii)                                  Prepare
and file with the Commission such amendments and post-effective amendments to
the Shelf Registration Statement as may be necessary to keep the Shelf
Registration Statement effective during the Effectiveness Period; cause the
Prospectus to be supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Securities Act, and to
comply fully


 

















 


with the applicable provisions
of Rules 424 and 430A under the Securities Act in a timely manner; and comply
with the provisions of the Securities Act with respect to the disposition of
all Notes or shares of Common Stock covered by the Shelf Registration Statement
during the applicable period in accordance with the intended method or methods
of distribution by the sellers thereof set forth in the Shelf Registration
Statement or supplement to the Prospectus.


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 

















 


therein or exhibits thereto (or
exhibits incorporated in such exhibits by reference) as such Person may
reasonably request).


 


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


 


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


 


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


 


(x)                                   Use
reasonable efforts to cause the Transfer Restricted Securities covered by the
Shelf Registration Statement to be registered with or approved by such other
U.S. governmental


 

















 


agencies or authorities as may
be necessary to enable the seller or sellers thereof to consummate the
disposition of such Transfer Restricted Securities.


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


(d)                                 Each
Holder agrees, by acquisition of a Transfer Restricted Security, that no Holder
shall be entitled to sell any of such Transfer Restricted Securities pursuant
to a Registration Statement or to receive a Prospectus relating thereto, unless
such Holder has furnished the Company with a completed Notice and Questionnaire
as required pursuant to Section 2(e) hereof (including the information
required to be included in such Notice and Questionnaire) and the information
set forth in the next sentence.  Each
Notice Holder agrees promptly to furnish to the Company all information
required to be disclosed in order to make the information previously furnished
to the Company by such Notice Holder not misleading and any other information
regarding such Notice Holder and


 

















 


the distribution of such
Transfer Restricted Securities as the Company may from time to time reasonably
request in writing.  Any sale of any
Transfer Restricted Securities by any Holder shall constitute a representation
and warranty by such Holder that the information relating to such Holder and
its plan of distribution is as set forth in the Prospectus delivered by such
Holder in connection with such disposition, that such Prospectus does not as of
the time of such sale contain any untrue statement of a material fact relating
to or provided by such Holder to its plan of distribution and that such Prospectus
does not as of the time of such sale omit to state any material fact relating
to or provided by such Holder or its plan of distribution necessary to make the
statements in such Prospectus, in the light of the circumstances under which
they were made not misleading.


 


5.                                       Registration
Expenses.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


6.                                      Indemnification
And Contribution.


 


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


 


(i)                                     any
untrue statement or alleged untrue statement of a material fact contained in
the Shelf Registration Statement as originally filed or in any amendment
thereof, in any Prospectus, or in any amendment or supplement thereto, or


 


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


 


and agrees to reimburse each Indemnified Holder promptly upon demand
for any legal or other expenses reasonably incurred by such Indemnified Holder
in connection with investigating, defending, settling, compromising or paying
any such loss, claim, damage, liability, expense or action; provided, however, that the Company and
the Subsidiary Guarantors shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or expense arises out of, or is
based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with written
information furnished to the Company and the Subsidiary Guarantors by or on
behalf of such Holder (or its related Indemnified Holder) specifically for use
therein;  provided further, however,
that with respect to any such untrue statement in or omission from any amended
or supplemented Prospectus (excluding the correcting amendment or supplement),
the indemnity agreement contained in this Section 6(a) shall not inure to
the benefit of any person indemnified under this


 

















 


Section 6(a) from whom the person asserting any such loss, claim,
damage, liability or action received Notes or Common Stock to the extent that
such loss, claim, damage, liability or action of or with respect to such
indemnified person results from the fact that both (A) a copy of the Prospectus
(together with any correcting amendments or supplements) was not sent or given
to such asserting person at or prior to the written confirmation of the sale of
such Notes or Common Stock to such person and (B) the untrue statement in or
omission from any Prospectus was corrected in an amendment or supplement
thereto and the Prospectus (as amended or supplemented) does not contain any
other untrue statement or omission or alleged untrue statement or omission of a
material fact, unless, in the case of either paragraph (A) or (B) above, such
failure to deliver the final Prospectus was a result of noncompliance by the
Company with Section 4(b)(vi) or (vii) hereof.  The foregoing indemnity agreement is in addition to any liability
which the Company or the Subsidiary Guarantors may otherwise have.


 


(b)                                 Each
Holder, severally and not jointly, agrees to indemnify and hold harmless the
Company and the Subsidiary Guarantors, their respective directors, officers and
employees and each person, if any, who controls the Company or any Subsidiary
Guarantor within the meaning of the Securities Act or the Exchange Act to the
same extent as the foregoing indemnity from the Company and the Subsidiary
Guarantors to each such Holder, but only with reference to written information
relating to such Holder furnished to the Company and the Subsidiary Guarantors
by or on behalf of such Holder specifically for inclusion in the documents
referred to in the foregoing indemnity. 
This indemnity agreement set forth in this Section shall be in
addition to any liabilities which any such Holder may otherwise have.  In no event shall any Holder, its directors,
officers or any person who controls such Holder be liable or responsible for
any amount in excess of the amount by which the total amount received by such
Holder with respect to its sale of Transfer Restricted Securities pursuant to a
Shelf Registration Statement exceeds (i) the amount paid by such Holder for
such Transfer Restricted Securities and (ii) the amount of any damages that
such Holder, its directors, officers or any person who controls such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.


 


(c)                                  Promptly
after receipt by an indemnified party under this Section 6 of notice of
any claim or the commencement of any action, the indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under
this Section 6, notify the indemnifying party in writing of the claim or
the commencement of that action; provided,
however, that the failure to notify the indemnifying party shall not
relieve it from any liability which it may have under this Section 6
except to the extent it has been materially prejudiced by such failure and, provided,


 

















 


further, that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have to
an indemnified party otherwise than under this Section 6.  If any such claim or action shall be brought
against an indemnified party, and it shall notify the indemnifying party
thereof, the indemnifying party shall be entitled to participate therein and,
to the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with counsel reasonably
satisfactory to the indemnified party. 
After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this Section 6 for any
legal or other expenses subsequently incurred by the indemnified party in
connection with the defense thereof other than reasonable costs of
investigation; provided, however,
that the Holders shall have the right to employ a single counsel to represent
jointly the Holders and their officers, employees and controlling persons who
may be subject to liability arising out of any claim in respect of which
indemnity may be sought by the Holders against the Company or any Subsidiary
Guarantor under this Section 6 if the Holders seeking indemnification
shall have been advised by legal counsel that there may be one or more legal
defenses available to such Holders and their respective officers, employees and
controlling persons that are different from or additional to those available to
the Company or such Subsidiary Guarantor, and in that event, the fees and
expenses of such separate counsel shall be paid by the Company or such
Subsidiary Guarantor.  No indemnifying
party shall:


 


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


 


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


 

















 


(d)                                 The
indemnifying party under this Section shall not be liable for any
settlement of any proceeding effected without its written consent, which shall
not be withheld unreasonably, but if settled with such consent or if there is a
final judgment for the plaintiff, the indemnifying party agrees to indemnify
the indemnified party against any loss, claim, damage, liability or expense by
reason of such settlement or judgment. 
Notwithstanding the foregoing sentence, if at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified
party for fees and expenses of counsel as contemplated by Section 6(c)
hereof, the indemnifying party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by such indemnifying
party of the aforesaid request and (ii) such indemnifying party shall not have
reimbursed the indemnified party in accordance with such request prior to the
date of such settlement.  No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement, compromise or consent to the entry of judgment in any pending
or threatened action, suit or proceeding in respect of which any indemnified
party is or could have been a party and indemnity was or could have been sought
hereunder by such indemnified party, unless such settlement, compromise or
consent (x) includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such action, suit or
proceeding and (y) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.


 


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


 


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


 


(ii)                                  if
the allocation provided by Section (6)(e)(i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in Section 6(e)(i) but also the relative
fault of the Company and the Subsidiary Guarantors on the one hand and the
Holders on the other in


 

















 


connection with the statements
or omissions or alleged statements or alleged omissions that resulted in such
loss, claim, damage or liability (or action in respect thereof), as well as any
other relevant equitable considerations.


 


The relative benefits received by the Company and the Subsidiary
Guarantors on the one hand and a Holder on the other with respect to such
offering and such sale shall be deemed to be in the same proportion as the total
net proceeds from the offering of the Notes purchased under the Purchase
Agreement (before deducting expenses) received by the Company, on the one hand,
bear to the total proceeds received by such Holder with respect to its sale of
Transfer Restricted Securities on the other. 
The relative fault of the parties shall be determined by reference to
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company and the Subsidiary Guarantors on the one hand or the
Holders on the other, the intent of the parties and their relative knowledge,
access to information and opportunity to correct or prevent such statement or
omission.  The Company, each Subsidiary
Guarantor and each Holder agree that it would not be just and equitable if the
amount of contribution pursuant to this Section 6(e) were determined by pro rata allocation or by any other method
of allocation that does not take into account the equitable considerations
referred to in the first sentence of this paragraph (e).


 


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


 


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


 


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


 

















 


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


 


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


 


9.                                       Miscellaneous.


 


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


 


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


 


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


 

















 


securities in the Shelf
Registration Statement provided for in this Agreement other than the Transfer
Restricted Securities.


 


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


 


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


 


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


 


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


 


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


 


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


 


(f)                                    Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the


 

















 


parties, including without
limitation and without the need for an express assignment, subsequent Holders
of Transfer Restricted Securities.  The
Company and the Subsidiary Guarantors hereby agree to extend the benefit of
this Agreement to any Holder and any such Holder may specifically enforce the
provisions of this Agreement as if an original party hereto.


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


 


	
   

  	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/ Eric S. Rangen

  
	
   

  	
  Name: Eric S. Rangen

  
	
   

  	
  Title: Chief Financial Officer

  



 

















 


	
   

  	
  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

  	
   

  
	
   

  	
  Authorized Signatory

  
	
   

  	
  Name: 
  Ann D. Davidson

  
	
   

  	
  Title: Vice President & Secretary

  



 

















 


	
   

  	
  BANC OF
  AMERICA SECURITIES LLC

  
	
   

  	
  CREDIT LYONNAIS SECURITIES (USA) INC.

  
	
   

  	
  BNY
  CAPITAL MARKETS, INC.

  
	
   

  	
  NATCITY
  INVESTMENTS, INC.

  
	
   

  	
   

  
	
   

  	
  By BANC OF
  AMERICA SECURITIES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Derek Dillon

  	
   

  
	
   

  	
  Name:  Derek Dillon

  
	
   

  	
  Title:   Managing Director