Exhibit 4.3.6


 


FIFTH SUPPLEMENTAL INDENTURE


 


FIFTH SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”) dated as of February 9, 2004, among ALLIANT
TECHSYSTEMS INC., a Delaware corporation (the “Company”), GASL, INC., a New
York corporation, MICRO CRAFT INC., a Tennessee corporation, newly acquired
subsidiaries of the Company (the “New Guarantors”), ALLIANT AMMUNITION SYSTEMS
COMPANY LLC, a Delaware limited liability company, NEW RIVER ENERGETICS, INC.,
a Delaware corporation, ALLIANT HOLDINGS LLC, a Delaware limited liability
company, ALLIANT PROPULSION AND COMPOSITES LLC, a Delaware limited liability
company, ALLIANT SOUTHERN COMPOSITES COMPANY LLC, a Delaware limited liability
company, ATK AMMUNITION AND RELATED PRODUCTS LLC (f/k/a Alliant Defense LLC), a
Delaware limited liability company, ALLIANT AMMUNITION AND POWDER COMPANY LLC,
a Delaware limited liability company, ATK ORDNANCE AND GROUND SYSTEMS LLC
(f/k/a Alliant Integrated Defense Company LLC), a Delaware limited liability
company, ALLIANT INTERNATIONAL HOLDINGS INC., a Minnesota corporation, ATK
TACTICAL SYSTEMS COMPANY LLC (f/k/a Alliant Missile Products Company LLC), a
Delaware limited liability company, ALLIANT LAKE CITY SMALL CALIBER AMMUNITION
COMPANY LLC, a Delaware limited liability company, ATK AEROSPACE COMPANY INC.
(f/k/a Thiokol Propulsion Corp.), a Delaware corporation, THIOKOL TECHNOLOGIES
INTERNATIONAL, INC., a Delaware corporation, 
ATK COMMERCIAL AMMUNITION COMPANY INC., a Delaware corporation, FEDERAL
CARTRIDGE COMPANY, a Minnesota corporation, AMMUNITION ACCESSORIES INC., a
Delaware corporation, ATK LOGISTICS AND TECHNICAL SERVICES LLC, a Delaware
limited liability company, ATK PRECISION SYSTEMS LLC, a Delaware limited
liability company, ATK INTERNATIONAL SALES INC., a Delaware corporation, ATK
ELKTON, LLC, a Delaware limited liability company, ATK MISSILE SYSTEMS COMPANY
LLC, a Delaware limited liability company, COMPOSITE OPTICS, INCORPORATED, a
California corporation, and BNY MIDWEST TRUST COMPANY, an Illinois banking
corporation, as trustee under the indenture referred to below (the “Trustee”).


 


W I T N E S S E T H :


 


WHEREAS the Company and Alliant Ammunition Systems Company LLC, New
River Energetics, Inc., Alliant Holdings LLC, Alliant Propulsion and Composites
LLC, Alliant Southern Composites Company LLC, ATK Ammunition and Related
Products LLC (f/k/a Alliant Defense LLC), Alliant Ammunition and Powder Company
LLC, ATK Ordnance and Ground Systems LLC (f/k/a Alliant Integrated Defense
Company LLC), Alliant International Holdings Inc., ATK Tactical Systems Company
LLC (f/k/a Alliant Missile Products Company LLC), Alliant Lake City Small
Caliber Ammunition Company LLC, ATK Aerospace Company Inc. (f/k/a Thiokol
Propulsion Corp.), Thiokol Technologies International, Inc., ATK Commercial
Ammunition Company Inc., Federal Cartridge Company, Ammunition Accessories
Inc., ATK Logistics and Technical Services LLC, ATK Precision Systems LLC, ATK
International Sales Inc., ATK Elkton LLC, ATK Missile Systems Company LLC, and
Composite Optics, Incorporated (the “Existing Guarantors”) have heretofore
executed and delivered to the Trustee an Indenture dated May 14, 2001 (as
amended and supplemented by the First Supplemental Indenture, dated as of
December 19, 2001, and as further amended and supplemented by the Second
Supplemental Indenture, dated as of April 5, 2002, and as further amended
and supplemented by the Third Supplemental Indenture, dated as of June 6,
2002, and as further amended and supplemented by the Fourth Supplemental Indenture,
dated as of August 20, 2003) (as amended, the “Indenture”),
providing for the issuance of an aggregate principal amount of up to
$600,000,000 of 81⁄2% Senior Subordinated Notes due 2011 (the “Securities”);


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 


	
   

  	
  GASL, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    By:

  	
   

  
	
   

  	
  /S/ ANN D. DAVIDSON

  	
   

  
	
   

  	
  Name:  Ann D. Davidson

  	
   

  
	
   

  	
  Title:  Vice President and
  Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MICRO CRAFT INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    By:

  	
   

  
	
   

  	
  /S/ ANN D. DAVIDSON

  	
   

  
	
   

  	
  Name:  Ann D. Davidson

  	
   

  
	
   

  	
  Title:  Vice President and
  Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ALLIANT TECHSYSTEMS INC.,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    By:

  	
   

  
	
   

  	
  /S/ Robert J. McReavy

  	
   

  
	
   

  	
  Name:  Robert J. McReavy

  	
   

  
	
   

  	
  Title:  Vice President and
  Treasurer

  	
   

  
				



 

















 


	
   

  	
  ALLIANT AMMUNITION SYSTEMS

  COMPANY LLC,

  	
   

  
	
   

  	
  NEW RIVER ENERGETICS, INC.,

  	
   

  
	
   

  	
  ALLIANT HOLDINGS LLC,

  	
   

  
	
   

  	
  ALLIANT PROPULSION AND

  COMPOSITES LLC,

  	
   

  
	
   

  	
  ALLIANT SOUTHERN COMPOSITES

  COMPANY LLC,

  	
   

  
	
   

  	
  ATK AMMUNITION AND RELATED

  PRODUCTS LLC,

  	
   

  
	
   

  	
  ALLIANT AMMUNITION AND

  POWDER COMPANY LLC,

  	
   

  
	
   

  	
  ATK ORDNANCE AND GROUND SYSTEMS

  LLC,

  	
   

  
	
   

  	
  ALLIANT INTERNATIONAL HOLDINGS INC.,

  	
   

  
	
   

  	
  ATK TACTICAL SYSTEMS COMPANY LLC,

  	
   

  
	
   

  	
  ALLIANT LAKE CITY SMALL CALIBER

  AMMUNITION COMPANY LLC,

  	
   

  
	
   

  	
  ATK AEROSPACE COMPANY INC.,

  	
   

  
	
   

  	
  THIOKOL TECHNOLOGIES

  INTERNATIONAL, INC.,

  	
   

  
	
   

  	
  ATK COMMERCIAL AMMUNITION

  COMPANY INC.,

  	
   

  
	
   

  	
  FEDERAL CARTRIDGE COMPANY,

  	
   

  
	
   

  	
  AMMUNITION ACCESSORIES INC.,

  	
   

  
	
   

  	
  ATK LOGISTICS AND TECHNICAL SERVICES

  LLC,

  	
   

  
	
   

  	
  ATK PRECISION SYSTEMS LLC,

  	
   

  
	
   

  	
  ATK INTERNATIONAL SALES INC.,

  	
   

  
	
   

  	
  ATK ELKTON LLC,

  	
   

  
	
   

  	
  ATK MISSILE SYSTEMS COMPANY LLC,

  	
   

  
	
   

  	
  COMPOSITE OPTICS, INCORPORATED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  /S/ Robert J. McReavy

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Robert J. McReavy

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BNY MIDWEST TRUST COMPANY, as Trustee,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   By:

  	
   

  
	
   

  	
   

  	
   

  	
  /S/ D. G. Donovan

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   D. G. Donovan

  	
   

  
	
   

  	
   

  	
   Title:

  	
  Vice President