Exhibit 4.3.2


 


	
   

  	
   

  	
  September 6, 2006

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  Alliant
  Techsystems Inc.

  
	
   

  	
   

  	
  MN01-1085

  
	
   

  	
   

  	
  5050 Lincoln
  Drive

  
	
   

  	
   

  	
  Edina, Minnesota
  55436-1097

  
	
   

  	
   

  	
  Attn: Robert J.
  McReavy

  
	
   

  	
   

  	
  Telephone: (952)
  351-3084

  
	
   

  	
   

  	
  Facsimile: (952) 351-3048

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Bank of America,
  N.A.

  
	
   

  	
   

  	
  c/o Banc of
  America Securities LLC

  
	
   

  	
   

  	
  9 West 57th Street

  
	
   

  	
   

  	
  New York, NY
  10019

  
	
   

  	
   

  	
  Attn:

  
	
   

  	
   

  	
  Telephone:

  
	
   

  	
   

  	
  Facsimile:

  
	
   

  	
   

  	
   

  
	
  Re:

  	
   

  	
  Issuer Warrant Transaction

  
	
   

  	
   

  	
  (Transaction Reference Number:  23953)

  



 


Ladies and Gentlemen:


The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of
the above-referenced transaction entered into on the Trade Date specified below
(the “Transaction”) between Bank of America,
N.A. (“BofA”) and Alliant Techsystems Inc. (“Issuer”).  This
communication constitutes a “Confirmation” as referred to in the ISDA Master
Agreement specified below.


1.     This
Confirmation is subject to, and incorporates, the definitions and provisions of
the 2000 ISDA Definitions (including the Annex thereto) (the “2000 Definitions”) and the definitions and provisions of the
2002 ISDA Equity Derivatives Definitions (the “Equity
Definitions”, and together with the 2000 Definitions, the “Definitions”), in each case as published by the
International Swaps and Derivatives Association, Inc. (“ISDA”).  In the event of any inconsistency between the
2000 Definitions and the Equity Definitions, the Equity Definitions will
govern.  For purposes of the Equity
Definitions, each reference herein to a Warrant shall be deemed to be a
reference to a Call Option or an Option, as context requires.


Each party is hereby advised, and each such party
acknowledges, that the other party has engaged in, or refrained from engaging
in, substantial financial transactions and has taken other material actions in
reliance upon the parties’ entry into the Transaction to which this
Confirmation relates on the terms and conditions set forth below.


This Confirmation evidences a complete and binding
agreement between BofA and Issuer as to the terms of the Transaction to which
this Confirmation relates.  This
Confirmation shall be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement (the
“ISDA Form”) as if BofA and Issuer had
executed an agreement in such form (without any Schedule but with the elections
set forth in this Confirmation).  For the
avoidance of doubt, the Transaction shall be the only transaction under the
Agreement.


All provisions contained in, or incorporated by reference to, the
Agreement will govern this Confirmation except as expressly modified
herein.  In the event of any
inconsistency between this Confirmation and either the Definitions or the
Agreement, this Confirmation shall govern.













2.     The Transaction is a Warrant Transaction, which shall be
considered a Share Option Transaction for purposes of the Equity
Definitions.  The terms of the particular
Transaction to which this Confirmation relates are as follows:


General Terms:


	
  Trade Date:

  	
   

  	
  September 6, 2006

  
	
   

  	
   

  	
   

  
	
  Effective Date:

  	
   

  	
  The First Closing Date (as defined in the Purchase
  Agreement dated as of September 6, 2006 between Issuer and Banc of America
  Securities LLC as representative of the Initial Purchasers thereto), subject
  to Section 8(m) below

  
	
   

  	
   

  	
   

  
	
  Components:

  	
   

  	
  The Transaction will be divided into individual
  Components, each with the terms set forth in this Confirmation, and, in
  particular, with the Number of Warrants and Expiration Date set forth in this
  Confirmation. The payments and deliveries to be made upon settlement of the
  Transaction will be determined separately for each Component as if each
  Component were a separate Transaction under the Agreement.

  
	
   

  	
   

  	
   

  
	
  Warrant Style:

  	
   

  	
  European

  
	
   

  	
   

  	
   

  
	
  Warrant Type:

  	
   

  	
  Call

  
	
   

  	
   

  	
   

  
	
  Seller:

  	
   

  	
  Issuer

  
	
   

  	
   

  	
   

  
	
  Buyer:

  	
   

  	
  BofA

  
	
   

  	
   

  	
   

  
	
  Shares:

  	
   

  	
  The Common Stock of Issuer, par value USD 0.01
  per share (Ticker Symbol: “ATK”).

  
	
   

  	
   

  	
   

  
	
  Number of Warrants:

  	
   

  	
  For each Component, as provided in Annex A to this
  Confirmation.

  
	
   

  	
   

  	
   

  
	
  Warrant Entitlement:

  	
   

  	
  One Share per Warrant

  
	
   

  	
   

  	
   

  
	
  Strike Price:

  	
   

  	
  USD 116.7450

  
	
   

  	
   

  	
   

  
	
  Premium:

  	
   

  	
  USD 23,220.000 (Premium per Warrant USD $7.1141)

  
	
   

  	
   

  	
   

  
	
  Premium Payment Date:

  	
   

  	
  The Effective Date

  
	
   

  	
   

  	
   

  
	
  Exchange:

  	
   

  	
  New York Stock Exchange

  
	
   

  	
   

  	
   

  
	
  Related Exchange:

  	
   

  	
  All Exchanges

  
	
   

  	
   

  	
   

  
	
  Procedures for Exercise:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  In
  respect of any Component:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Expiration Time:

  	
   

  	
  Valuation Time

  
	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
   

  	
  As provided in Annex A to this Confirmation
  (or, if such date is not a Scheduled Trading Day, the next following
  Scheduled Trading Day that is not already an Expiration Date for another
  Component); provided that if
  that date is a Disrupted Day, the Expiration Date for such Component shall be
  the first succeeding Scheduled Trading Day that is not a 

  



 



 2
 









 


	
  

  	
   

  	
  Disrupted Day and is not or is not deemed to be an
  Expiration Date in respect of any other Component of the Transaction
  hereunder; and provided further
  that if the Expiration Date has not occurred pursuant to the preceding
  proviso as of the Final Disruption Date, the Final Disruption Date shall be
  the Expiration Date (irrespective of whether such date is an Expiration Date
  in respect of any other Component for the Transaction).  “Final Disruption Date” means the twentieth (20th) Scheduled Trading Day following the final
  Expiration Date.  Notwithstanding the
  foregoing and anything to the contrary in the Equity Definitions, if a Market
  Disruption Event occurs on any Expiration Date, the Calculation Agent may
  determine that such Expiration Date is a Disrupted Day only in part, in which
  case the Calculation Agent shall make adjustments to the number of Warrants
  for the relevant Component for which such day shall be the Expiration Date
  and shall designate the Scheduled Trading Day determined in the manner
  described in the immediately preceding sentence as the Expiration Date for
  the remaining Warrants for such Component. 
  Section 6.6 of the Equity Definitions shall not apply to any Valuation
  Date occurring on an Expiration Date.

  
	
   

  	
   

  	
   

  
	
  Market Disruption
  Event:

  	
   

  	
  Section 6.3(a) of the 2002 Definitions is hereby
  amended by deleting the words “during the one hour period that ends at the
  relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or
  Knock-out Valuation Time, as the case may be,” in clause (ii) thereof.

  
	
   

  	
   

  	
   

  
	
  Automatic Exercise:

  	
   

  	
  Applicable; and means that each Warrant not
  previously exercised under the Transaction will be deemed to be automatically
  exercised at the Expiration Time on
  the Expiration Date unless Buyer notifies Seller (by telephone or in writing)
  prior to the Expiration Time on the Expiration Date that it does not wish
  Automatic Exercise to occur, in which case Automatic Exercise will not apply.

  
	
   

  	
   

  	
   

  
	
  Settlement Terms:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  In
  respect of any Component:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Settlement Currency:

  	
   

  	
  USD

  
	
   

  	
   

  	
   

  
	
  Net Share Settlement:

  	
   

  	
  On each Settlement Date, Issuer shall deliver to
  BofA a number of Shares equal to the Number of Shares to be Delivered for
  such Settlement Date to the account specified by BofA and cash in lieu of any
  fractional shares valued at the Relevant Price on the Valuation Date
  corresponding to such Settlement Date. 
  If, in the reasonable opinion of Issuer or BofA based on advice of
  counsel, for any reason, the Shares deliverable upon Net Share Settlement
  would not be immediately freely transferable by BofA under Rule 144(k) under
  the Securities Act of 1933, as amended 

  



 



 3
 









 


	
  

  	
   

  	
  (the “Securities Act”),
  then BofA may elect to either (x) accept delivery of such Shares
  notwithstanding any restriction on transfer or (y) have the provisions set
  forth in Section 8(b) below apply.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Number of Shares to be Delivered shall be
  delivered by Issuer to BofA no later than 12:00 noon (local time in New York
  City) on the relevant Settlement Date.

  
	
   

  	
   

  	
   

  
	
  Number of Shares to be
  Delivered:

  	
   

  	
  In respect of any Exercise Date, subject to the last
  sentence of Section 9.5 of the Equity Definitions, the product of (i) the
  number of Warrants exercised or deemed exercised on such Exercise Date, (ii)
  the Warrant Entitlement and (iii) (A) the excess of the VWAP Price on the
  Valuation Date occurring on such Exercise Date over the Strike Price divided by (B) such VWAP Price.

  
	
   

  	
   

  	
   

  
	
  VWAP Price:

  	
   

  	
  For any Valuation Date, the per Share
  volume-weighted average price as displayed under the heading “Bloomberg VWAP”
  on Bloomberg page ATK <equity> VAP (or any successor thereto) in
  respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on
  such Valuation Date (or if such volume-weighted average price is unavailable,
  the market value of one Share on such Valuation Date, as determined by the
  Calculation Agent).  Notwithstanding
  anything to the contrary in the Equity Definitions, if there is a Market
  Disruption Event on any Valuation Date, then the Calculation Agent shall
  determine the VWAP Price for such Valuation Date on the basis of its good
  faith estimate, determined in a commercially reasonable manner, of the market
  value for the relevant Shares on such Valuation Date.

  
	
   

  	
   

  	
   

  
	
  Other Applicable
  Provisions:

  	
   

  	
  The provisions of Sections 9.1(c), 9.8, 9.9, 9.10,
  9.11 (except that the Representation and Agreement contained in Section 9.11
  of the Equity Definitions shall be modified by excluding any representations
  therein relating to restrictions, obligations, limitations or requirements
  under applicable securities laws as a result of the fact that Seller is the Issuer
  of the Shares) and 9.12 of the Equity Definitions will be applicable, except
  that all references in such provisions to “Physically-Settled” shall be read
  as references to “Net Share Settled”. “Net Share Settled” in relation to any
  Warrant means that Net Share Settlement is applicable to such Warrant.

  
	
   

  	
   

  	
   

  
	
  Adjustments:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  In
  respect of any Component:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Method of Adjustment:

  	
   

  	
  Calculation Agent Adjustment.

  
	
   

  	
   

  	
   

  
	
  Dividend Adjustment:

  	
   

  	
  In the event that Issuer pays a Relevant Dividend,
  on the ex-dividend date for such Relevant Dividend, the Strike Price shall be
  adjusted by dividing the Strike 

  



 



 4
 









 


	
  

  	
   

  	
  Price previously in effect by the Adjustment Ratio
  for such Relevant Dividend, the Number of Warrants shall be adjusted by multiplying
  the Number of Warrants previously in effect by such Adjustment Ratio, and the
  Threshold Amount shall be adjusted by dividing the Threshold Amount
  previously in effect by such Adjustment Ratio.

  
	
   

  	
   

  	
   

  
	
  Adjustment Ratio:

  	
   

  	
  For any Relevant Dividend, a fraction (A) the
  numerator of which is equal to the Current Market Price for such Relevant
  Dividend minus the Threshold Dividend Amount
  for such Relevant Dividend and (B) the denominator of which is such Current
  Market Price minus the amount of such
  Relevant Dividend.

  
	
   

  	
   

  	
   

  
	
  Current Market Price:

  	
   

  	
  For any Relevant Dividend, the Relevant Price of the
  Shares on the Exchange Business Day immediately preceding the ex-dividend
  date for such Relevant Dividend (determined as if such Exchange Business Day
  were a Valuation Date).

  
	
   

  	
   

  	
   

  
	
  Relevant Dividend:

  	
   

  	
  Any cash dividend or distribution that has an
  ex-dividend date occurring on or after the Trade Date and on or prior to the
  Expiration Date (it being understood, for the avoidance of doubt, that such
  term shall not include (i) a distribution of cash by Issuer as payment of
  consideration in connection with a Tender Offer or (ii) a distribution in
  connection with the liquidation, dissolution or winding up of Issuer).

  
	
   

  	
   

  	
   

  
	
  Threshold Dividend
  Amount:

  	
   

  	
  With respect to each calendar quarter, for the first
  dividend or distribution for which the ex-dividend date occurs within such
  quarter, the Threshold Amount and, for any subsequent dividend or
  distribution for which the ex-dividend date occurs within the same quarter,
  USD 0.00.

  
	
   

  	
   

  	
   

  
	
  Threshold Amount:

  	
   

  	
  USD 0.00 per Share (subject to adjustment in
  accordance with the Calculation Agent Adjustment to account for any Potential
  Adjustment Event, and subject to adjustment to account for any change to the
  frequency or timing of payment of Issuer’s regular dividend).

  
	
   

  	
   

  	
   

  
	
  Extraordinary Events:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Consequences of Merger
  Events:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (a)   Share-for-Share:

  	
   

  	
  Calculation Agent Adjustment or, at BofA’s sole
  election in whole or in part, Cancellation and Payment (Calculation Agent
  Determination)

  
	
   

  	
   

  	
   

  
	
  (b)   Share-for-Other:

  	
   

  	
  Cancellation and Payment (Calculation Agent
  Determination)

  
	
   

  	
   

  	
   

  
	
  (c)   Share-for-Combined:

  	
   

  	
  Component Adjustment

  
	
   

  	
   

  	
   

  
	
  Tender Offer:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Consequences of Tender
  Offers:

  	
   

  	
   

  



 



 5
 









 


	
  (a)   Share-for-Share:

  	
   

  	
  Calculation Agent Adjustment or, at BofA’s sole
  election in whole or in part, Cancellation and Payment (Calculation Agent
  Determination).

  
	
   

  	
   

  	
   

  
	
  (b)   Share-for-Other:

  	
   

  	
  Cancellation and Payment (Calculation Agent
  Determination) on that portion of the Other Consideration that consists of
  cash; on the remainder of the Other Consideration, Calculation Agent
  Adjustment or, at BofA’s sole election in whole or in part, Cancellation and
  Payment (Calculation Agent Determination).

  
	
   

  	
   

  	
   

  
	
  (c)   Share-for-Combined:

  	
   

  	
  Calculation Agent Adjustment or, at BofA’s sole
  election in whole or in part, Cancellation and Payment (Calculation Agent
  Determination).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Nationalization,
  Insolvency

  or Delisting:

  	
   

  	
  Cancellation and Payment (Calculation Agent
  Determination); provided that
  in addition to the provisions of Section 12.6(a)(iii) of the Equity
  Definitions, it shall also constitute a Delisting if the Exchange is located
  in the United States and the Shares are not immediately re-listed, re-traded
  or re-quoted on any of the New York Stock Exchange, the American Stock
  Exchange or The NASDAQ National Market (or their respective successors); if
  the Shares are immediately re-listed, re-traded or re-quoted on any such
  exchange or quotation system, such exchange or quotation system shall
  thereafter be deemed to be the Exchange; and provided
  further that the definition of “Delisting” in Section 12.6
  (a)(iii) of the Equity Definitions shall be deemed to be amended by adding “,
  subject to no further conditions,” after the word “will.”

  
	
   

  	
   

  	
   

  
	
  Additional Disruption
  Events:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (a)   Change
  in Law:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  (b)   Failure
  to Deliver:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  (c)   Insolvency
  Filing:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  (d)   Hedging
  Disruption:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  (e)   Increased
  Cost of Hedging:

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  
	
  (f)    Loss
  of Stock Borrow:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Maximum Stock Loan
  Rate:

  	
   

  	
  2.00% per annum

  
	
   

  	
   

  	
   

  
	
  (g)   Increased Cost of Stock Borrow:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Initial Stock Loan
  Rate:

  	
   

  	
  0.30% per annum

  
	
   

  	
   

  	
   

  
	
  Hedging Party:

  	
   

  	
  Buyer for all applicable Additional Disruption
  Events

  
	
   

  	
   

  	
   

  
	
  Determining Party:

  	
   

  	
  Buyer for all applicable Additional Disruption
  Events

  
	
   

  	
   

  	
   

  
	
  Non-Reliance:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Agreements and
  Acknowledgments Regarding Hedging Activities:

  	
   

  	
  Applicable

  



 



 6
 









 


	
  Additional Acknowledgments:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  3.     Calculation
  Agent:

  	
   

  	
  BofA, whose calculations and determinations shall be
  made in good faith and in a commercially reasonable manner, including with
  respect to calculations and determinations that are made in its sole
  discretion.  The Calculation Agent
  shall deliver, within five Exchange Business Days of a written request by
  either party, a written explanation of any calculation or adjustment made by
  it, and including, where applicable, the methodology applied.

  
	
   

  	
   

  	
   

  
	
  4.     Account
  Details:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BofA Payment
  Instructions:

  	
   

  	
  Bank of America, N.A.

  New York, NY

  SWIFT: BOFAUS3N

  Bank Routing: 026-009-593

  Account Name: Bank of America

  Account No. :                            

  
	
   

  	
   

  	
   

  
	
  Issuer Payment
  Instructions:

  	
   

  	
  To be provided by Issuer.

  
	
   

  	
   

  	
   

  
	
  5.     Offices:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Office of BofA for
  the Transaction is:

  
	
   

  
	
  Bank of America, N.A.

  
	
  c/o Banc of America
  Securities LLC

  
	
  Equity Financial
  Products

  
	
  9 West 57th Street, 40th Floor

  
	
  New York, NY  10019

  
	
  Telephone:

  	
  212-583-8373

  
	
  Facsimile:

  	
  212-230-8620

  
	
   

  
	
  The Office of Issuer for
  the Transaction is:

  
	
   

  
	
  Alliant Techsystems
  Inc.

  5050 Lincoln Drive

  Edina, Minnesota 55436-1097

  
	
   

  
	
  6.     Notices: For purposes of this
  Confirmation:

  
	
   

  
	
  (a)           Address
  for notices or communications to Issuer:

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  Alliant Techsystems Inc.

  MN01-1085

  5050 Lincoln Drive

  Edina, Minnesota 55436-1097

  
	
  Attn:

  	
   

  	
  Robert J. McReavy

  
	
  Telephone:

  	
   

  	
  (952) 351-3084

  
	
  Facsimile

  	
   

  	
  (952) 351-3048

  
	
   

  	
   

  	
   

  
	
  (b)   Address for notices or communications to
  BofA:

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  Bank of America, N.A.

  c/o Banc of America Securities LLC

  Equity Financial Products

  9 West 57th Street, 40th Floor

  New York, NY  10019

  
	
  Attn:

  	
   

  	
  EFP Financial Products

  
	
  Telephone:

  	
   

  	
  (212) 583-8373

  
	
  Facsimile:

  	
   

  	
  (212) 230-8610

  
					



 



 7
 









7.     Representations, Warranties and Agreements:


(a)           In
addition to the representations and warranties in the Agreement and those
contained elsewhere herein, Issuer represents and warrants to and for the
benefit of, and agrees with, BofA as follows:


(i)            On the
Trade Date, (A) none of Issuer and its officers and directors is aware of any
material nonpublic information regarding Issuer or the Shares and (B) all
reports and other documents filed by Issuer with the Securities and Exchange
Commission pursuant to the Exchange Act when considered as a whole (with the
more recent such reports and documents deemed to amend inconsistent statements
contained in any earlier such reports and documents), do not contain any untrue
statement of a material fact or any omission of a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading.


(ii)           Without
limiting the generality of Section 13.1 of the Equity Definitions, Issuer
acknowledges that BofA is not making any representations or warranties with
respect to the treatment of the Transaction under FASB Statements 149 or 150,
EITF Issue No. 00-19 (or any successor issue statements) or under FASB’s
Liabilities & Equity Project.


(iii)          Prior
to the Trade Date, Issuer shall deliver to BofA a resolution of Issuer’s board
of directors authorizing the Transaction and such other certificate or
certificates as BofA shall reasonably request.


(iv)          Issuer is
not entering into this Confirmation to create actual or apparent trading
activity in the Shares (or any security convertible into or exchangeable for
Shares) or to raise or depress or otherwise manipulate the price of the Shares
(or any security convertible into or exchangeable for Shares) or otherwise in
violation of the Exchange Act.


(v)           Issuer is
not, and after giving effect to the transactions contemplated hereby will not
be, an “investment company” as such term is defined in the Investment Company
Act of 1940, as amended.


(vi)          On the
Trade Date (A) the assets of Issuer at their fair valuation exceed the
liabilities of Issuer, including contingent liabilities, (B) the capital of
Issuer is adequate to conduct the business of Issuer and (C) Issuer has the
ability to pay its debts and obligations as such debts mature and does not
intend to, or does not believe that it will, incur debt beyond its ability to
pay as such debts mature.


(vii)         Issuer
shall not take any action to decrease the number of Available Shares below the
Capped Number (each as defined below).


(viii)        The representations and
warranties of Issuer set forth in Section 3 of the Agreement and Section 1 of
the Purchase Agreement (the “Purchase
Agreement”) dated as of the Trade Date between Issuer and Banc of
America Securities LLC as representative of the Initial Purchasers party
thereto are true and correct and are hereby deemed to be repeated to BofA as if
set forth herein.


(ix)           Issuer
shall promptly provide written notice to BofA upon obtaining knowledge of the
occurrence of any event that would constitute an Event of Default, a Potential
Event of Default, a Potential Adjustment Event, a Merger Event or any other
Extraordinary Event; provided,
however, that should Issuer be in possession of material non-public information
regarding Issuer, Issuer shall not communicate such information to BofA.


(x)            Issuer
understands no obligations of BofA to it hereunder will be entitled to the
benefit of deposit insurance and that such obligations will not be guaranteed
by any affiliate of BofA or any governmental agency.


(b)           Each of
Buyer and Issuer agrees and represents that it is an “eligible contract
participant” as defined in Section 1a(12) of the U.S. Commodity Exchange Act,
as amended.



 8
 









(c)           Each of
BofA and Issuer acknowledges that the offer and sale of the Transaction to it
is intended to be exempt from registration under the Securities Act of 1933, as
amended (the “Securities Act”), by virtue of
Section 4(2) thereof.  Accordingly, BofA
represents and warrants to Issuer that (i) it has the financial ability to bear
the economic risk of its investment in the Transaction and is able to bear a
total loss of its investment and its investments in and liabilities in respect
of the Transaction, which it understands are not readily marketable, are not
disproportionate to its net worth, and it is able to bear any loss in
connection with the Transaction, including the loss of its entire investment in
the Transaction, (ii) it is an “accredited investor” as that term is defined in
Regulation D as promulgated under the Securities Act, (iii) it is entering into
the Transaction for its own account without a view to the distribution or
resale thereof, (iv) the assignment, transfer or other disposition of the
Transaction has not been and will not be registered under the Securities Act
and is restricted under this Confirmation, the Securities Act and state securities
laws, (v) its financial condition is such that it has no need for liquidity
with respect to its investment in the Transaction and no need to dispose of any
portion thereof to satisfy any existing or contemplated undertaking or
indebtedness and is capable of assessing the merits of and understanding (on
its own behalf or through independent professional advice), and understands and
accepts, the terms, conditions and risks of the Transaction.


(d)           Each of
BofA and Issuer agrees and acknowledges (A) that this Confirmation is (i) a “securities
contract,” as such term is defined in Section 741(7) of Title 11 of the United
States Code (the “Bankruptcy Code”),
with respect to which each payment and delivery hereunder is a “settlement
payment,” as such term is defined in Section 741(8) of the Bankruptcy Code, and
(ii) a “swap agreement,” as such term is defined in Section 101(53B) of the
Bankruptcy Code, with respect to which each payment and delivery hereunder is a
“transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code,
and (B) that BofA is entitled to the protections afforded by, among other
sections, Section 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the
Bankruptcy Code.


(e)           Issuer
shall deliver to BofA an opinion of counsel, dated as of the Trade Date and
reasonably acceptable to BofA in form and substance, with respect to the
matters set forth in Section 3(a) of the Agreement.


8.  Other Provisions:


(a)           Alternative Calculations and Payment on Early Termination and on Certain
Extraordinary Events.  If,
subject to Section 8(n) below, Issuer shall owe Buyer any amount pursuant to
Sections 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions (except in
the event of an Insolvency, a Nationalization, a Tender Offer or a Merger
Event, in each case, in which the consideration or proceeds to be paid to
holders of Shares consists solely of cash) or pursuant to Section 6(d)(ii) of
the Agreement (except in the event of an Event of Default in which Issuer is
the Defaulting Party or a Termination Event in which Issuer is the Affected
Party, that resulted from an event or events within Issuer’s control) (a “Payment Obligation”), Issuer shall have the right, in its
sole discretion, to satisfy any such Payment Obligation by the Share Termination
Alternative (as defined below) by giving irrevocable telephonic notice to
Buyer, confirmed in writing within one Scheduled Trading Day, between the hours
of 9:00 A.M. and 4:00 P.M. New York City time on the Merger Date, Tender Offer
Date, Announcement Date or Early Termination Date, as applicable (“Notice of Share Termination”).  Upon such Notice of Share Termination, the
following provisions shall apply on the Scheduled Trading Day immediately
following the Merger Date, the Tender Offer Date, Announcement Date or Early
Termination Date, as applicable:


	
  Share Termination Alternative:

  	
   

  	
  Applicable and means that Issuer shall deliver to
  BofA the Share Termination Delivery Property on the date on which the Payment
  Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the
  Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable (the “Share Termination Payment Date”), in satisfaction of the
  Payment Obligation.

  
	
   

  	
   

  	
   

  
	
  Share Termination Delivery Property:

  	
   

  	
  A number of Share Termination Delivery Units, as
  calculated by the Calculation Agent, equal to the Payment Obligation divided
  by the Share Termination Unit Price. 
  The Calculation Agent shall adjust the Share Termination Delivery
  Property by replacing any fractional

  



 



 9
 









 


	
  

  	
   

  	
  portion of a security therein with an amount of cash
  equal to the value of such fractional security based on the values used to
  calculate the Share Termination Unit Price.

  
	
   

  	
   

  	
   

  
	
  Share
  Termination Unit Price:

  	
   

  	
  The value of property contained in one Share
  Termination Delivery Unit on the date such Share Termination Delivery Units
  are to be delivered as Share Termination Delivery Property, as determined by
  the Calculation Agent in its discretion by commercially reasonable means and
  notified by the Calculation Agent to Issuer at the time of notification of
  the Payment Obligation.

  
	
   

  	
   

  	
   

  
	
  Share
  Termination Delivery Unit:

  	
   

  	
  In the case of a Termination Event, Event of Default
  or Delisting, one Share or, in the case of an Insolvency,
  Nationalization,  Merger Event or
  Tender Offer, a unit consisting of the number or amount of each type of
  property received by a holder of one Share (without consideration of any
  requirement to pay cash or other consideration in lieu of fractional amounts
  of any securities) in such Insolvency, Nationalization, Merger Event or
  Tender Offer.  If such Insolvency,
  Nationalization, Merger Event or Tender Offer involves a choice of
  consideration to be received by holders, such holder shall be deemed to have elected
  to receive the maximum possible amount of cash.

  
	
   

  	
   

  	
   

  
	
  Failure
  to Deliver:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Other
  applicable provisions:

  	
   

  	
  If Share Termination Alternative is applicable, the
  provisions of Sections 9.8, 9.9, 9.10, 9.11 (except that the Representation and
  Agreement contained in Section 9.11 of the Equity Definitions shall be
  modified by excluding any representations therein relating to restrictions,
  obligations, limitations or requirements under applicable securities laws as
  a result of the fact that Seller is the Issuer of the Shares) and 9.12 of the
  Equity Definitions will be applicable, except that all references in such
  provisions to “Physically-Settled” shall be read as references to “settled by
  Share Termination Alternative” and all references to “Shares” shall be read
  as references to “Share Termination Delivery Units”.  If, in the reasonable opinion of counsel to
  Issuer or BofA, for any reason, any securities comprising the Share
  Termination Delivery Units deliverable pursuant to this Section 8(a) would
  not be immediately freely transferable by BofA under Rule 144(k) under the
  Securities Act, then BofA may elect to either (x) accept delivery of such
  securities notwithstanding any restriction on transfer or (y) have the
  provisions set forth in Section 8(b) below apply.

  



 


(b)           Registration/Private Placement Procedures.  (i) 
With respect to the Transaction, the following provisions shall apply to
the extent provided for above opposite the caption “Net Share Settlement” in
Section 2 or in paragraph (a) of this Section 8.  If so applicable, then, at the election of
Issuer by notice to Buyer within one Exchange Business Day after the relevant
delivery obligation arises,  but in any
event at least one Exchange Business Day prior to the date on which such delivery
obligation is due, either (A) all Shares or Share Termination Delivery Units,
as the case may be, delivered by Issuer to Buyer shall be, at the time of such
delivery, covered by an effective registration statement of Issuer for
immediate resale by Buyer (such registration statement and the corresponding
prospectus (the “Prospectus”) (including, without
limitation, any sections describing the plan of distribution) in form and
content commercially reasonably satisfactory to Buyer) or (B) Issuer shall deliver
additional Shares or Share Termination Delivery Units, as the case may be, so
that the value of such Shares or Share Termination Delivery Units, as
determined by the Calculation Agent to reflect an appropriate liquidity
discount, equals the value of the number of Shares or Share Termination
Delivery Units that would otherwise be deliverable if such Shares or Share
Termination Delivery Units were freely tradeable (without prospectus delivery)
upon receipt by Buyer (such value, the “Freely
Tradeable Value”); provided
that Issuer may not make the election described in this clause (B) if, on the
date of its election, it has taken, or



 10
 









caused to be taken, any
action that would make unavailable either the exemption pursuant to Section
4(2) of the Securities Act for the sale by Issuer to BofA (or any affiliate
designated by BofA) of the Shares or the exemption pursuant to Section 4 of the
Securities Act for resales of the Shares by BofA (or any such affiliate of
BofA).  (For the avoidance of doubt, as
used in this paragraph (b) only, the term “Issuer” shall mean the issuer of the
relevant securities, as the context shall require.)


(ii)           If Issuer
makes the election described in clause (b)(i)(A) above:


(A)          Buyer (or
an Affiliate of Buyer designated by Buyer) shall be afforded a reasonable
opportunity to conduct a due diligence investigation with respect to Issuer
that is customary in scope for underwritten offerings of equity securities and
that yields results that are commercially reasonably satisfactory to Buyer or
such Affiliate, as the case may be, in its discretion; and


(B)           Buyer (or
an Affiliate of Buyer designated by Buyer) and Issuer shall enter into an
agreement (a “Registration Agreement”) on
commercially reasonable terms in connection with the public resale of such
Shares or Share Termination Delivery Units, as the case may be, by Buyer or
such Affiliate substantially similar to underwriting agreements customary for
underwritten offerings of equity securities, in form and substance commercially
reasonably satisfactory to Buyer or such Affiliate and Issuer, which
Registration Agreement shall include, without limitation, provisions
substantially similar to those contained in such underwriting agreements
relating to the indemnification of, and contribution in connection with the
liability of, Buyer and its Affiliates and Issuer, shall provide for the
payment by Issuer of all expenses in connection with such resale, including all
registration costs and all fees and expenses of counsel for Buyer, and shall provide
for the delivery of accountants’ “comfort letters” to Buyer or such Affiliate
with respect to the financial statements and certain financial information
contained in or incorporated by reference into the Prospectus.


(iii)          If
Issuer makes the election described in clause (b)(i)(B) above:


(A)          Buyer (or
an Affiliate of Buyer designated by Buyer) and any potential institutional
purchaser of any such Shares or Share Termination Delivery Units, as the case
may be, from Buyer or such Affiliate identified by Buyer shall be afforded a
commercially reasonable opportunity to conduct a due diligence investigation in
compliance with applicable law with respect to Issuer customary in scope for
private placements of equity securities (including, without limitation, the
right to have made available to them for inspection all financial and other
records, pertinent corporate documents and other information reasonably
requested by them), subject to execution by such recipients of customary
confidentiality agreements reasonably acceptable to Issuer;


(B)           Buyer (or
an Affiliate of Buyer designated by Buyer) and Issuer shall enter into an
agreement (a “Private Placement Agreement”) on
commercially reasonable terms in connection with the private placement of such
Shares or Share Termination Delivery Units, as the case may be, by Issuer to
Buyer or such Affiliate and the private resale of such shares by Buyer or such
Affiliate, substantially similar to private placement purchase agreements
customary for private placements of equity securities, in form and substance
commercially reasonably satisfactory to Buyer and Issuer, which Private
Placement Agreement shall include, without limitation, provisions substantially
similar to those contained in such private placement purchase agreements
relating to the indemnification of, and contribution in connection with the
liability of, Buyer and its Affiliates and Issuer, shall provide for the
payment by Issuer of all expenses in connection with such resale, including all
fees and expenses of counsel for Buyer, shall contain representations,
warranties and agreements of Issuer reasonably necessary or advisable to
establish and maintain the availability of an exemption from the registration
requirements of the Securities Act for such resales, and shall use best efforts
to provide for the delivery of accountants’ “comfort letters” to Buyer or such
Affiliate with respect to the financial statements and certain financial
information contained in or incorporated by reference into the offering
memorandum prepared for the resale of such Shares; and



 11
 









(C)           Issuer
agrees that any Shares or Share Termination Delivery Units so delivered to
BofA, (i) may be transferred by and among BofA and its affiliates, and Issuer
shall effect such transfer without any further action by BofA and (ii) after
the minimum “holding period” within the meaning of Rule 144(d) under the
Securities Act has elapsed with respect to such Shares or any securities issued
by Issuer comprising such Share Termination Delivery Units, Issuer shall
promptly remove, or cause the transfer agent for such Shares or securities to
remove, any legends referring to any such restrictions or requirements from
such Shares or securities upon delivery by BofA (or such affiliate of BofA) to
Issuer or such transfer agent of seller’s and broker’s representation letters
customarily delivered by BofA in connection with resales of restricted
securities pursuant to Rule 144 under the Securities Act, without any further
requirement for the delivery of any certificate, consent, agreement, opinion of
counsel, notice or any other document, any transfer tax stamps or payment of
any other amount or any other action by BofA (or such affiliate of BofA).


(c)           Make-whole Shares. If (x) Issuer elects to
deliver Share Termination Delivery Units pursuant to paragraph (a) of this
Section 8 or (y) Issuer makes the election described in clause (b)(i)(B) of
paragraph (b) of this Section 8, then in either case BofA or its affiliate may
sell (which sale shall be made in a commercially reasonable manner) such Shares
or Share Termination Delivery Units, as the case may be, during a period (the “Resale Period”) commencing on the Exchange Business Day
following delivery of such Shares or Share Termination Delivery Units, as the
case may be, and ending on the Exchange Business Day on which BofA completes
the sale of all such Shares or Share Termination Delivery Units, as the case
may be, or a sufficient number of Shares or Share Termination Delivery Units,
as the case may be, so that the realized net proceeds of such sales exceed the
amount of the Payment Obligation (in the case of clause (x), or in the case
that both clause (x) and clause (y) apply) or the Freely Tradeable Value (in
the case that only clause (y) applies)(such amount of the Payment Obligation or
Freely Tradeable Value, as the case may be, the “Required Proceeds”).  If
any of such delivered Shares or Share Termination Delivery Units remain after
such realized net proceeds exceed the Required Proceeds, BofA shall return such
remaining Shares or Share Termination Delivery Units to Issuer.  If the Required Proceeds exceed the realized
net proceeds from such resale, Issuer shall transfer to BofA by the open of the
regular trading session on the Exchange on the Exchange Trading Day immediately
following the last day of the Resale Period the amount of such excess (the “Additional Amount”) in cash or in a number of additional
Shares (“Make-whole Shares”) in an amount that,
based on the Relevant Price on the last day of the Resale Period (as if such
day was the “Valuation Date” for purposes of computing such Relevant Price),
has a dollar value equal to the Additional Amount.  The Resale Period shall continue to enable
the sale of the Make-whole Shares in the manner contemplated by this Section 8(c).  This provision shall be applied successively
until the Additional Amount is equal to zero, subject to Section 8(e).


(d)           Beneficial Ownership. Notwithstanding anything to the
contrary in the Agreement or this Confirmation, in no event shall Buyer be entitled
to receive, or shall be deemed to receive, any Shares if, upon such receipt of
such Shares, the “beneficial ownership” (within the meaning of Section 13 of
the Exchange Act and the rules promulgated thereunder) of Shares by Buyer or
any entity that directly or indirectly controls Buyer (collectively, “Buyer Group”) would be equal to or greater than 9.5% or more
of the outstanding Shares.  If any
delivery owed to Buyer hereunder is not made, in whole or in part, as a result
of this provision, Issuer’s obligation to make such delivery shall not be
extinguished and Issuer shall make such delivery as promptly as practicable
after, but in no event later than one Exchange Business Day after, Buyer gives
notice to Issuer that such delivery would not result in Buyer Group directly or
indirectly so beneficially owning in excess of 9.5% of the outstanding Shares.


(e)           Limitations on Settlement by Issuer.  Notwithstanding anything herein or in the
Agreement to the contrary, in no event shall Issuer be required to deliver
Shares in connection with the Transaction in excess of 6,527,872 Shares, as
adjusted for stock splits and similar events (the “Capped
Number”).  Issuer represents
and warrants (which shall be deemed to be repeated on each day that the
Transaction is outstanding) that the Capped Number is equal to or less than the
number of authorized but unissued Shares of the Issuer that are not reserved
for future issuance in connection with transactions in the Shares (other than
the Transaction) on the date of the determination of the Capped Number (such
Shares, the “Available Shares”).  In the event Issuer shall not have delivered
the full number of Shares otherwise deliverable as a result of this Section
8(e) (the resulting deficit, the “Deficit Shares”),
Issuer shall be



 12
 









continually obligated to deliver, from time to time
until the full number of Deficit Shares have been delivered pursuant to this
paragraph, Shares when, and to the extent, that (i) Shares are repurchased,
acquired or otherwise received by Issuer or any of its subsidiaries after the
Trade Date (whether or not in exchange for cash, fair value or any other
consideration), (ii) authorized and unissued Shares reserved for issuance in
respect of other transactions prior to such date which prior to the relevant
date become no longer so reserved and (iii) Issuer additionally authorizes and
unissued Shares that are not reserved for other transactions.  Issuer shall immediately notify BofA of the
occurrence of any of the foregoing events (including the number of Shares
subject to clause (i), (ii) or (iii) and the corresponding number of Shares to
be delivered) and promptly deliver such Shares thereafter.


(f)            Equity Rights.  Buyer
acknowledges and agrees that this Confirmation is not intended to convey to it
rights with respect to the Transaction that are senior to the claims of common
stockholders in the event of Issuer’s bankruptcy.  For the avoidance of doubt, the parties agree
that the preceding sentence shall not apply at any time other than during Issuer’s
bankruptcy to any claim arising as a result of a breach by Issuer of any of its
obligations under this Confirmation or the Agreement.


(g)           Amendments to Equity Definitions and the Agreement.  The following amendments shall be made to the
Equity Definitions and to the Agreement:


(i)            The first
sentence of Section 11.2(c) of the Equity Definitions, prior to clause (A)
thereof, is hereby amended to read as follows: ‘(c) If “Calculation Agent
Adjustment” is specified as the Method of Adjustment in the related
Confirmation of a Share Option Transaction, then following the announcement or
occurrence of any Potential Adjustment Event, the Calculation Agent will
determine whether such Potential Adjustment Event has a material effect on the
theoretical value of the relevant Shares or options on the Shares and, if so,
will (i) make appropriate adjustment(s), if any, to any one or more of:’ and,
the portion of such sentence immediately preceding clause (ii) thereof is
hereby amended by deleting the words “diluting or concentrative”;


(ii)           Section
11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “diluting
or concentrative” and replacing them with “material”; and


(iii)          Section
12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from
the fourth line thereof the word “or” after the word “official” and inserting a
comma therefor, and (2) deleting the semi-colon at the end of subsection (B)
thereof and inserting the following words therefor “or (C) at Buyer’s option,
the occurrence of any of the events specified in Section 5(a)(vii) (1) through
(9) of  the ISDA Master Agreement with
respect to that Issuer.”.


(h)           Transfer and Assignment. 
Buyer may transfer or assign its rights and obligations hereunder and
under the Agreement, in whole or in part, at any time to any person or entity
whatsoever without the consent of Issuer.


(i)            Disclosure.  Effective
from the date of commencement of discussions concerning the Transaction, Issuer
and each of its employees, representatives, or other agents may disclose to any
and all persons, without limitation of any kind, the tax treatment and tax
structure of the Transaction and all materials of any kind (including opinions
or other tax analyses) that are provided to Issuer relating to such tax treatment
and tax structure.


(j)            Designation by BofA. 
Notwithstanding any other provision in this Confirmation to the contrary
requiring or allowing BofA to purchase, sell, receive or deliver any Shares or
other securities to or from Issuer, BofA may designate any of its affiliates to
purchase, sell, receive or deliver such shares or other securities and
otherwise to perform BofA obligations in respect of the Transaction and any
such designee may assume such obligations. 
BofA shall be discharged of its obligations to Issuer to the extent of
any such performance.


(k)           Netting, Set-off and Collateral.


(i)            The
parties agree that Section 2(c) of the Agreement shall not apply.



 13
 









(ii)           Each party
hereto waives any rights it may have to set-off with respect to the Transaction,
whether under the Agreement or any other agreement between the parties or
pursuant to applicable law.


(iii)          Notwithstanding
any provision of the Agreement or any other agreement between the parties to
the contrary, the obligations of Issuer hereunder are not secured by any
collateral.


(l)            Additional Termination Event.  If within the period commencing on the Trade
Date and ending on the second anniversary of the Premium Payment Date, Buyer
reasonably determines that it is advisable to terminate a portion of the
Transaction so that Buyer’s related hedging activities will comply with
applicable securities laws, rules or regulations, an Additional Termination
Event shall occur in respect of which (1) Issuer shall be the sole Affected
Party and (2) the Transaction (or terminated portion thereof) shall be the sole
Affected Transaction.


(m)          Effectiveness.  If, prior to the Effective Date, Buyer
reasonably determines that it is advisable to cancel the Transaction because of
concerns that Buyer’s related hedging activities could be viewed as not
complying with applicable securities laws, rules or regulations, the
Transaction shall be cancelled and shall not become effective, and neither
party shall have any obligation to the other party in respect of the Transaction.


(n)           Net Share Settlement on Early Termination and Certain Extraordinary
Events.  Notwithstanding
Section 6(e) of the Agreement or Sections 12.7 or 12.8 of the Equity
Definitions, if, with respect to the Transaction contemplated hereunder, (A) an
Early Termination Date with respect to any Event of Default or any Termination
Event, (B) a Merger Date with respect to any Merger Event or Tender Offer Date
with respect to a Tender Offer, (C) a Closing Date with respect to an event
described in Section 12.6 of the Equity Definitions, or (D) date as of which
the Transaction is, or is deemed to have been, terminated or cancelled as a
result of an applicable Additional Disruption Event (any such date, the “Relevant Date”) shall occur, then in lieu of calculating any
payments hereunder pursuant to Section 6(e) of the Agreement or Sections 12.7
or 12.8 of the Equity Definitions, as applicable, the Calculation Agent, in its
sole discretion, shall determine the amount payable by the Issuer to BofA on
the following basis:


(1) such Relevant Date shall be the sole Exercise Date
hereunder and Automatic Exercise shall be applicable to the aggregate Number of
Warrants in each of the Components for which an Expiration Date has not
occurred (the “Unexpired Number”);


(2) the Settlement Method shall be Net Share
Settlement;


(3) Issuer shall deliver to BofA the Net Share
Settlement Amount on the Settlement Date with respect to such Relevant Date;
and


(4) Net Share Settlement Amount shall mean a number of
Shares equal to the sum of (A) the Number of Shares to be Delivered (as defined
herein) and (B) the product of (x) the additional Shares per Warrant (the “Additional Shares”) determined by reference to the table
attached as Annex B hereto based on the date on which such Relevant Date occurs
and the VWAP Price on such date, (y) the Unexpired Number, and (z) the Warrant
Entitlement.


(5) with respect to the determination of Additional
Shares, if the actual VWAP Price is between two VWAP Price amounts in the table
or the Relevant Date is between two Relevant Dates in the table, the Additional
Shares shall be determined by a straight-line interpolation between the number
of Additional Shares set forth for the next higher and next lower VWAP Price
amounts and the two nearest Relevant Dates, as applicable, based on a 365-day
year.


(6) with respect to any adjustment to the terms of the
Transaction, the Calculation Agent, in its reasonable discretion, shall
correspondingly adjust the Additional Shares and/or the VWAP Prices (each as
set forth in the table in Annex B hereto) as of any date of such
adjustments.  For the avoidance of doubt,
any adjustment made to the Additional Shares and/or the VWAP Prices (each as
set forth in the table in Annex B hereto) shall be consistent with (i) the adjustments
made pursuant to the provisions of this Section 8(n) if



 14
 









such adjustments were the result of an event which was
outside of Issuer’s control, and (ii) the adjustments made to pursuant to the
applicable provisions of this Confirmation if such adjustments were the result
of an event which was within Issuer’s control.


(o)           Calculation Agent Adjustment.  For
the avoidance of doubt, for the purposes of any calculation made by the
Calculation Agent, with respect to this Transaction pursuant to Section 11.2(c)
of the Equity Definitions and relating to any Potential Adjustment Event that
is within Company’s control, such calculations shall be made based upon the
Calculation Agent’s determination of the fair market value of the Shares or
Warrants under the then prevailing circumstances, such determination may factor
in any loss or cost incurred in connection with our terminating, liquidating,
or re-establishing hedge positions relating to the Shares in connection with
the Transaction and the Calculation Agent shall, in its sole discretion, make
corresponding adjustments to the Additional Shares (as defined above) contained
in Annex B hereto and, if applicable, to the VWAP Prices contained in such
Annex B.


(p)           Waiver of Trial by Jury. 
EACH OF ISSUER AND BOFA HEREBY IRREVOCABLY WAIVES
(ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF
ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THE TRANSACTION OR THE ACTIONS OF BOFA OR ITS AFFILIATES IN THE
NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.


(q)           Governing Law.  THIS CONFIRMATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.  THE PARTIES HERETO IRREVOCABLY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND
THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION
WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE
IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.



 15














Issuer hereby agrees (a) to check this Confirmation carefully and
immediately upon receipt so that errors or discrepancies can be promptly
identified and rectified and (b) to confirm that the foregoing (in the
exact form provided by BofA) correctly sets forth the terms of the agreement
between BofA and Issuer with respect to the Transaction, by manually signing
this Confirmation or this page hereof as evidence of agreement to such terms
and providing the other information requested herein and immediately returning
an executed copy to us.


	
   

  	
  Yours faithfully,

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Eric P. Hambleton

  
	
   

  	
   

  	
  Name: Eric P. Hambleton

  
	
   

  	
   

  	
  Title: Authorized Signatory

  



 


	
  Agreed and Accepted By:

  
	
   

  
	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
  /s/ Keith D. Ross

  
	
   

  	
   

  	
  Name: Keith D. Ross

  
	
   

  	
   

  	
  Title: Senior Vice President, General Counsel and
  Secretary

  



 



 16














Annex
A


For each Component of the
Transaction, the Number of Warrants and Expiration Date is set forth below.


	
  Component
  Number

  	
   

  	
  Number
  of Warrants

  	
   

  	
  Expiration
  Date

  
	
  1

  	
   

  	
  36,265.00

  	
   

  	
  Wed-14-Dec-11

  
	
  2

  	
   

  	
  36,265.00

  	
   

  	
  Thu-15-Dec-11

  
	
  3

  	
   

  	
  36,265.00

  	
   

  	
  Fri-16-Dec-11

  
	
  4

  	
   

  	
  36,265.00

  	
   

  	
  Mon-19-Dec-11

  
	
  5

  	
   

  	
  36,265.00

  	
   

  	
  Tue-20-Dec-11

  
	
  6

  	
   

  	
  36,265.00

  	
   

  	
  Wed-21-Dec-11

  
	
  7

  	
   

  	
  36,265.00

  	
   

  	
  Thu-22-Dec-11

  
	
  8

  	
   

  	
  36,265.00

  	
   

  	
  Fri-23-Dec-11

  
	
  9

  	
   

  	
  36,265.00

  	
   

  	
  Tue-27-Dec-11

  
	
  10

  	
   

  	
  36,265.00

  	
   

  	
  Wed-28-Dec-11

  
	
  11

  	
   

  	
  36,265.00

  	
   

  	
  Thu-29-Dec-11

  
	
  12

  	
   

  	
  36,265.00

  	
   

  	
  Fri-30-Dec-11

  
	
  13

  	
   

  	
  36,265.00

  	
   

  	
  Tue-3-Jan-12

  
	
  14

  	
   

  	
  36,265.00

  	
   

  	
  Wed-4-Jan-12

  
	
  15

  	
   

  	
  36,265.00

  	
   

  	
  Thu-5-Jan-12

  
	
  16

  	
   

  	
  36,265.00

  	
   

  	
  Fri-6-Jan-12

  
	
  17

  	
   

  	
  36,265.00

  	
   

  	
  Mon-9-Jan-12

  
	
  18

  	
   

  	
  36,265.00

  	
   

  	
  Tue-10-Jan-12

  
	
  19

  	
   

  	
  36,265.00

  	
   

  	
  Wed-11-Jan-12

  
	
  20

  	
   

  	
  36,265.00

  	
   

  	
  Thu-12-Jan-12

  
	
  21

  	
   

  	
  36,265.00

  	
   

  	
  Fri-13-Jan-12

  
	
  22

  	
   

  	
  36,265.00

  	
   

  	
  Tue-17-Jan-12

  
	
  23

  	
   

  	
  36,265.00

  	
   

  	
  Wed-18-Jan-12

  
	
  24

  	
   

  	
  36,265.00

  	
   

  	
  Thu-19-Jan-12

  
	
  25

  	
   

  	
  36,265.00

  	
   

  	
  Fri-20-Jan-12

  
	
  26

  	
   

  	
  36,265.00

  	
   

  	
  Mon-23-Jan-12

  
	
  27

  	
   

  	
  36,265.00

  	
   

  	
  Tue-24-Jan-12

  
	
  28

  	
   

  	
  36,265.00

  	
   

  	
  Wed-25-Jan-12

  
	
  29

  	
   

  	
  36,265.00

  	
   

  	
  Thu-26-Jan-12

  
	
  30

  	
   

  	
  36,265.00

  	
   

  	
  Fri-27-Jan-12

  
	
  31

  	
   

  	
  36,265.00

  	
   

  	
  Mon-30-Jan-12

  
	
  32

  	
   

  	
  36,265.00

  	
   

  	
  Tue-31-Jan-12

  
	
  33

  	
   

  	
  36,265.00

  	
   

  	
  Wed-1-Feb-12

  
	
  34

  	
   

  	
  36,265.00

  	
   

  	
  Thu-2-Feb-12

  
	
  35

  	
   

  	
  36,265.00

  	
   

  	
  Fri-3-Feb-12

  
	
  36

  	
   

  	
  36,265.00

  	
   

  	
  Mon-6-Feb-12

  
	
  37

  	
   

  	
  36,265.00

  	
   

  	
  Tue-7-Feb-12

  
	
  38

  	
   

  	
  36,265.00

  	
   

  	
  Wed-8-Feb-12

  
	
  39

  	
   

  	
  36,265.00

  	
   

  	
  Thu-9-Feb-12

  
	
  40

  	
   

  	
  36,265.00

  	
   

  	
  Fri-10-Feb-12

  
	
  41

  	
   

  	
  36,265.00

  	
   

  	
  Mon-13-Feb-12

  
	
  42

  	
   

  	
  36,265.00

  	
   

  	
  Tue-14-Feb-12

  
	
  43

  	
   

  	
  36,265.00

  	
   

  	
  Wed-15-Feb-12

  
	
  44

  	
   

  	
  36,265.00

  	
   

  	
  Thu-16-Feb-12

  
	
  45

  	
   

  	
  36,265.00

  	
   

  	
  Fri-17-Feb-12

  
	
  46

  	
   

  	
  36,265.00

  	
   

  	
  Tue-21-Feb-12

  
	
  47

  	
   

  	
  36,265.00

  	
   

  	
  Wed-22-Feb-12

  



 



 A-1
 








 


	
  48

  	
   

  	
  36,265.00

  	
   

  	
  Thu-23-Feb-12

  
	
  49

  	
   

  	
  36,265.00

  	
   

  	
  Fri-24-Feb-12

  
	
  50

  	
   

  	
  36,265.00

  	
   

  	
  Mon-27-Feb-12

  
	
  51

  	
   

  	
  36,265.00

  	
   

  	
  Tue-28-Feb-12

  
	
  52

  	
   

  	
  36,265.00

  	
   

  	
  Wed-29-Feb-12

  
	
  53

  	
   

  	
  36,265.00

  	
   

  	
  Thu-1-Mar-12

  
	
  54

  	
   

  	
  36,265.00

  	
   

  	
  Fri-2-Mar-12

  
	
  55

  	
   

  	
  36,265.00

  	
   

  	
  Mon-5-Mar-12

  
	
  56

  	
   

  	
  36,265.00

  	
   

  	
  Tue-6-Mar-12

  
	
  57

  	
   

  	
  36,265.00

  	
   

  	
  Wed-7-Mar-12

  
	
  58

  	
   

  	
  36,265.00

  	
   

  	
  Thu-8-Mar-12

  
	
  59

  	
   

  	
  36,265.00

  	
   

  	
  Fri-9-Mar-12

  
	
  60

  	
   

  	
  36,265.00

  	
   

  	
  Mon-12-Mar-12

  
	
  61

  	
   

  	
  36,265.00

  	
   

  	
  Tue-13-Mar-12

  
	
  62

  	
   

  	
  36,265.00

  	
   

  	
  Wed-14-Mar-12

  
	
  63

  	
   

  	
  36,265.00

  	
   

  	
  Thu-15-Mar-12

  
	
  64

  	
   

  	
  36,265.00

  	
   

  	
  Fri-16-Mar-12

  
	
  65

  	
   

  	
  36,265.00

  	
   

  	
  Mon-19-Mar-12

  
	
  66

  	
   

  	
  36,265.00

  	
   

  	
  Tue-20-Mar-12

  
	
  67

  	
   

  	
  36,265.00

  	
   

  	
  Wed-21-Mar-12

  
	
  68

  	
   

  	
  36,265.00

  	
   

  	
  Thu-22-Mar-12

  
	
  69

  	
   

  	
  36,265.00

  	
   

  	
  Fri-23-Mar-12

  
	
  70

  	
   

  	
  36,265.00

  	
   

  	
  Mon-26-Mar-12

  
	
  71

  	
   

  	
  36,265.00

  	
   

  	
  Tue-27-Mar-12

  
	
  72

  	
   

  	
  36,265.00

  	
   

  	
  Wed-28-Mar-12

  
	
  73

  	
   

  	
  36,265.00

  	
   

  	
  Thu-29-Mar-12

  
	
  74

  	
   

  	
  36,265.00

  	
   

  	
  Fri-30-Mar-12

  
	
  75

  	
   

  	
  36,265.00

  	
   

  	
  Mon-2-Apr-12

  
	
  76

  	
   

  	
  36,265.00

  	
   

  	
  Tue-3-Apr-12

  
	
  77

  	
   

  	
  36,265.00

  	
   

  	
  Wed-4-Apr-12

  
	
  78

  	
   

  	
  36,265.00

  	
   

  	
  Thu-5-Apr-12

  
	
  79

  	
   

  	
  36,265.00

  	
   

  	
  Mon-9-Apr-12

  
	
  80

  	
   

  	
  36,265.00

  	
   

  	
  Tue-10-Apr-12

  
	
  81

  	
   

  	
  36,265.00

  	
   

  	
  Wed-11-Apr-12

  
	
  82

  	
   

  	
  36,265.00

  	
   

  	
  Thu-12-Apr-12

  
	
  83

  	
   

  	
  36,265.00

  	
   

  	
  Fri-13-Apr-12

  
	
  84

  	
   

  	
  36,265.00

  	
   

  	
  Mon-16-Apr-12

  
	
  85

  	
   

  	
  36,265.00

  	
   

  	
  Tue-17-Apr-12

  
	
  86

  	
   

  	
  36,265.00

  	
   

  	
  Wed-18-Apr-12

  
	
  87

  	
   

  	
  36,265.00

  	
   

  	
  Thu-19-Apr-12

  
	
  88

  	
   

  	
  36,265.00

  	
   

  	
  Fri-20-Apr-12

  
	
  89

  	
   

  	
  36,265.00

  	
   

  	
  Mon-23-Apr-12

  
	
  90

  	
   

  	
  36,351.00

  	
   

  	
  Tue-24-Apr-12

  



 



 A-2














Annex
B


	
   

  	
   

  	
  VWAP Price

  	
   

  
	
  Relevant

  Date

  	
   

  	
  $1.00

  or less

  	
   

  	
  $10.00

  	
   

  	
  $20.00

  	
   

  	
  $30.00

  	
   

  	
  $40.00

  	
   

  	
  $50.00

  	
   

  	
  $60.00

  	
   

  	
  $70.00

  	
   

  	
  $80.00

  	
   

  	
  $90.00

  	
   

  
	
  11/30/2006

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000006

  	
   

  	
  0.000335

  	
   

  	
  0.003234

  	
   

  	
  0.013323

  	
   

  	
  0.034383

  	
   

  	
  0.066879

  	
   

  	
  0.108423

  	
   

  	
  0.155474

  	
   

  
	
  5/29/2007

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000001

  	
   

  	
  0.000140

  	
   

  	
  0.001770

  	
   

  	
  0.008637

  	
   

  	
  0.024951

  	
   

  	
  0.052470

  	
   

  	
  0.089913

  	
   

  	
  0.134218

  	
   

  
	
  11/25/2007

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000050

  	
   

  	
  0.000875

  	
   

  	
  0.005231

  	
   

  	
  0.017290

  	
   

  	
  0.039893

  	
   

  	
  0.072990

  	
   

  	
  0.114211

  	
   

  
	
  5/23/2008

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000014

  	
   

  	
  0.000376

  	
   

  	
  0.002886

  	
   

  	
  0.011253

  	
   

  	
  0.029073

  	
   

  	
  0.057585

  	
   

  	
  0.095348

  	
   

  
	
  11/19/2008

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000003

  	
   

  	
  0.000131

  	
   

  	
  0.001388

  	
   

  	
  0.006673

  	
   

  	
  0.019893

  	
   

  	
  0.043532

  	
   

  	
  0.077343

  	
   

  
	
  5/18/2009

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000034

  	
   

  	
  0.000545

  	
   

  	
  0.003456

  	
   

  	
  0.012430

  	
   

  	
  0.030975

  	
   

  	
  0.060275

  	
   

  
	
  11/14/2009

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000005

  	
   

  	
  0.000155

  	
   

  	
  0.001448

  	
   

  	
  0.006748

  	
   

  	
  0.020094

  	
   

  	
  0.044238

  	
   

  
	
  5/13/2010

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000026

  	
   

  	
  0.000422

  	
   

  	
  0.002888

  	
   

  	
  0.011179

  	
   

  	
  0.029455

  	
   

  
	
  11/9/2010

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000001

  	
   

  	
  0.000061

  	
   

  	
  0.000788

  	
   

  	
  0.004685

  	
   

  	
  0.016489

  	
   

  
	
  5/8/2011

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000002

  	
   

  	
  0.000073

  	
   

  	
  0.001013

  	
   

  	
  0.006253

  	
   

  
	
  11/4/2011

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000019

  	
   

  	
  0.000605

  	
   

  
	
  4/24/2012

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  



 


	
  

  	
   

  	
  VWAP Price

  	
   

  
	
  Relevant

  Date

  	
   

  	
  $100.00

  	
   

  	
  $100.00

  	
   

  	
  $120.00

  	
   

  	
  $130.00

  	
   

  	
  $140.00

  	
   

  	
  $150.00

  	
   

  	
  $250.00

  	
   

  	
  $350.00

  or more

  	
   

  
	
  11/30/2006

  	
   

  	
  0.204674

  	
   

  	
  0.253458

  	
   

  	
  0.273027

  	
   

  	
  0.241857

  	
   

  	
  0.217947

  	
   

  	
  0.199096

  	
   

  	
  0.113736

  	
   

  	
  0.081125

  	
   

  
	
  5/29/2007

  	
   

  	
  0.181994

  	
   

  	
  0.230398

  	
   

  	
  0.250298

  	
   

  	
  0.219889

  	
   

  	
  0.196960

  	
   

  	
  0.179172

  	
   

  	
  0.101599

  	
   

  	
  0.072473

  	
   

  
	
  11/25/2007

  	
   

  	
  0.160276

  	
   

  	
  0.208111

  	
   

  	
  0.228245

  	
   

  	
  0.198558

  	
   

  	
  0.176603

  	
   

  	
  0.159886

  	
   

  	
  0.089993

  	
   

  	
  0.064204

  	
   

  
	
  5/23/2008

  	
   

  	
  0.139379

  	
   

  	
  0.186441

  	
   

  	
  0.206717

  	
   

  	
  0.177735

  	
   

  	
  0.156776

  	
   

  	
  0.141160

  	
   

  	
  0.078893

  	
   

  	
  0.056297

  	
   

  
	
  11/19/2008

  	
   

  	
  0.118893

  	
   

  	
  0.164903

  	
   

  	
  0.185203

  	
   

  	
  0.156922

  	
   

  	
  0.137006

  	
   

  	
  0.122556

  	
   

  	
  0.068032

  	
   

  	
  0.048559

  	
   

  
	
  5/18/2009

  	
   

  	
  0.098797

  	
   

  	
  0.143406

  	
   

  	
  0.163602

  	
   

  	
  0.136038

  	
   

  	
  0.117254

  	
   

  	
  0.104068

  	
   

  	
  0.057433

  	
   

  	
  0.041005

  	
   

  
	
  11/14/2009

  	
   

  	
  0.079012

  	
   

  	
  0.121750

  	
   

  	
  0.141680

  	
   

  	
  0.114888

  	
   

  	
  0.097380

  	
   

  	
  0.085611

  	
   

  	
  0.047060

  	
   

  	
  0.033607

  	
   

  
	
  5/13/2010

  	
   

  	
  0.059486

  	
   

  	
  0.099659

  	
   

  	
  0.119100

  	
   

  	
  0.093190

  	
   

  	
  0.077203

  	
   

  	
  0.067086

  	
   

  	
  0.036859

  	
   

  	
  0.026326

  	
   

  
	
  11/9/2010

  	
   

  	
  0.040428

  	
   

  	
  0.076988

  	
   

  	
  0.095653

  	
   

  	
  0.070899

  	
   

  	
  0.056877

  	
   

  	
  0.048779

  	
   

  	
  0.026996

  	
   

  	
  0.019283

  	
   

  
	
  5/8/2011

  	
   

  	
  0.022108

  	
   

  	
  0.053091

  	
   

  	
  0.070467

  	
   

  	
  0.047507

  	
   

  	
  0.036326

  	
   

  	
  0.030834

  	
   

  	
  0.017439

  	
   

  	
  0.012456

  	
   

  
	
  11/4/2011

  	
   

  	
  0.006037

  	
   

  	
  0.026760

  	
   

  	
  0.041623

  	
   

  	
  0.022543

  	
   

  	
  0.016237

  	
   

  	
  0.014107

  	
   

  	
  0.008326

  	
   

  	
  0.005947

  	
   

  
	
  4/24/2012

  	
   

  	
  0.000000

  	
   

  	
  0.000000

  	
   

  	
  0.000075

  	
   

  	
  0.000069

  	
   

  	
  0.000064

  	
   

  	
  0.000060

  	
   

  	
  0.000036

  	
   

  	
  0.000026

  	
   

  



 



 B-1